Stock Code
5263

Brogent Technologies Inc.

2023
Annual Report
Notice to readersThis English-version annual report is a summary translation of the Chinese version and is not an official
document of the shareholders’ meeting. If there is any discrepancy between the English and Chineseversions, the Chinese version shall prevail.

Date Printed: 1 April, 2024
Taiwan Stock Exchange Market Observation Post System: http://mops.twse.com.tw
Brogent Technologies Inc. annual report at https://www.brogent.com/zh-tw/statements.html

1. Name, Title, Contact No., and Email of the Company's spokesperson
Spokesperson name：Chih-Hung Ouyang
Title：President
Telephone：(07)537-2869
Email：stock@brogent.com
Representative spokesperson：Hui-Chuang Lin
Title：Chief Financial Officer
Telephone：(07)537-2869
Email：stock@brogent.com
2. Head office/Factory address and telephone no.
Head office：Number 9, Fuxing 4th Rd., Qianzhen District, Kaohsiung City , Taiwan
Telephone：(07)537-2869
Factory：No. 66, Qinghua 2nd St., Xinwu Dist., Taoyuan City, Taiwan/No. 111, Qinghua 1st St.,
Xinwu Dist., Taoyuan City , Taiwan
Telephone：(03)497-1219
3. Name, address, website, and telephone no. of stock transfer agency
Stock transfer institute：Share Administration Agency, Taishin Securities Co., Ltd
Address：No.96, Sec. 1, Jianguo N. Rd., Jhongshan District, Taipei City , Taiwan
Website：www.tssco.com.tw
Telephone：(02)2504-8125
4. External auditor for most recent financial statement
External auditor：Chiu-Yen Wu, CPA
Lee-Yuan Kuo, CPA
Accounting firm：Deloitte & Touche Certified Public Accountants
Address：3F, ChinaSteel Building, No.88, Chenggong 2nd Rd., Qianzhen Dist., Kaohsiung City
, Taiwan.
Website：www.deloitte.com.tw
Telephone：(07)530-1888
5. Name of overseas trading office of listed valuable securities and method of searching for
information of valuable overseas securities：None.
6. Company website:www.brogent.com

Table of Contents
Page
I.

LETTER TO SHAREHOLDERS .......................................................................................................1

II. COMPANY PROFILE .........................................................................................................................6
1.

DATE OF ESTABLISHMENT ..............................................................................................................6

2.

COMPANY HISTORY ...........................................................................................................................6

III. CORPORATE GOVERNANCE REPORT......................................................................................12
1.

ORGANIZATIONAL SYSTEM ..........................................................................................................12

2.

PROFILE OF DIRECTORS, SUPERVISORS, PRESIDENT, VICE PRESIDENTS, ASSISTANT
VICE PRESIDENTS, AND DEPARTMENT AND BRANCH DIRECTORS ....................................15

3.

REMUNERATIONS TO DIRECTORS, SUPERVISORS, PRESIDENT, AND VICE PRESIDENTS
IN RECENT YEARS............................................................................................................................26

4.

IMPLEMENTATION OF CORPORATE GOVERNANCE ................................................................31

5.

INFORMATION ON FEES TO CPA ...................................................................................................66

6.

CHANGES TO CPA INFORMATION ................................................................................................66

7.

THE CHAIRMAN, PRESIDENT, FINANCIAL OR ACCOUNTING MANAGER OF THE
COMPANY WHO HAD WORKED FOR THE CERTIFYING ACCOUNTING FIRM OR ITSAFFILIATED ENTERPRISE IN THE PAST YEAR ...........................................................................66

8.

SHARE TRANSFER BY DIRECTORS, SUPERVISORS, MANAGERS AND SHAREHOLDERSHOLDING MORE THAN 10% INTERESTS AND CHANGES TO SHARE PLEDGING BY THEM
IN THE PAST YEAR AND UP TO THE DATE OF REPORT............................................................66

9.

INFORMATION ON RELATIONSHIP BETWEEN ANY OF THE TOP TEN SHAREHOLDERS(RELATED PARTY, SPOUSE, OR KINSHIP WITHIN THE SECOND DEGREE)..........................68

10. THE SHAREHOLDING OF THE COMPANY, DIRECTOR, SUPERVISOR, MANAGEMENT AND
AN ENTERPRISE THAT IS DIRECTLY OR INDIRECTLY CONTROLLED BY THE COMPANY
IN THE INVESTED COMPANY, AND CONSOLIDATE THE SHAREHOLDING PERCENTAGE:..............................................................................................................................................................69
IV. PLACEMENT SITUATION..............................................................................................................70
1.

COMPANY CAPITAL AND SHARE CAPITAL ................................................................................70

2.

CORPORATE BOND...........................................................................................................................79

3.

PREFERRED SHARES .......................................................................................................................81

4.

ISSUANCE OF AMERICAN DEPOSITARY SHARES .....................................................................81

5.

STATUS OF EMPLOYEE STOCK OPTION PLAN ..........................................................................81

6.

STATUS OF EMPLOYEE RESTRICTED STOCK ............................................................................82

7.

STATUS OF NEW SHARE ISSUANCE IN CONNECTION WITH MERGERS AND
ACQUISITIONS ..................................................................................................................................82

8.

IMPLEMENTATION OF CAPITAL ALLOCATION PLAN ..............................................................82

V. BUSINESS OVERVIEW ...................................................................................................................84
1.

BUSINESS ACTIVITIES.....................................................................................................................84

2.

MARKET, PRODUCTION AND SALES ...........................................................................................98

3.

EMPLOYEE INFORMATION IN THE PAST 2 YEARS TO THE DATE OF THE ANNUALREPORT ............................................................................................................................................. 110

4.

ENVIRONMENTAL PROTECTION EXPENDITURE INFORMATION ....................................... 110

5.

LABOR RELATIONS ........................................................................................................................ 112

6.

CYBER SECURITY MANAGEMENT............................................................................................. 115

7.

IMPORTANT CONTRACTS ............................................................................................................. 118

VI. FINANCIAL OVERVIEW .............................................................................................................. 119
1. CONDENSED BALANCE SHEETS AND STATEMENT OF INCOME (2018 - 2022) .................... 119
2.

FINANCIAL ANALYSIS ...................................................................................................................124

3.

AUDIT COMMITTEE AUDIT REPORT ..........................................................................................129

4.

FINANCIAL REPORT AND CPA REVIEW REPORT.....................................................................129

5.

INDIVIDUAL FINANCIAL REPORT REVIEWED BY CPA .........................................................129

6.

FINANCIAL DIFFICULTIES AND CORPORATE EVENTS ENCOUNTERED BY THE
COMPANY AND AFFILIATES IN THE PAST TWO YEARS AND UP TO THE DATE OFREPORT THAT HAVE MATERIAL IMPACT ON THE FINANCIAL STATUS OF THE
COMPANY: NONE. ...........................................................................................................................129

VII.PRECAUTIONS OF REVIEW AND ANALYSIS OF FINANCIAL STATUS AND BUSINESSPERFORMANCE .............................................................................................................................130
1.

FINANCIAL STATUS .......................................................................................................................130

2.

FINANCIAL PERFORMANCE ........................................................................................................131

3. CASH FLOWS ......................................................................................................................................133
4. EFFECT OF MAJOR CAPITAL SPENDING ON FINANCIAL POSITION AND BUSINESSOPERATION ......................................................................................................................................134
5. INVESTMENT POLICY IN THE PAST YEAR, PROFIT/LOSS ANALYSIS, IMPROVEMENT
PLAN, AND INVESTMENT PLAN FOR THE COMING YEAR ...................................................134
6. ANALYSIS OF RISKS IN RECENT YEARS UP TO THE PUBLISHING DATE OF THE ANNUALREPORT .............................................................................................................................................134
7.OTHER IMPORTANT EVENTS ...........................................................................................................140

VIII.

IMPORTANT NOTICES ........................................................................................................141

1.

PROFILE ON AFFILIATES AND SUBSIDIARIES .........................................................................141

2.

PRIVATE PLACEMENT OF CORPORATE BONDS IN THE PAST YEARS TO THE DATE OF
THE ANNUAL REPORT: ..................................................................................................................146

3. HOLDING OR DISPOSAL OF STOCKS OF THE COMPANY BY SUBSIDIARIES IN THE PASTYEAR AND UP TO THE DATE OF REPORT: .................................................................................146
4. OTHER SUPPLEMENTAL INFORMATION ......................................................................................146
IX. ITEMS OF IMPACT OF INTERESTS OF SHAREHOLDERS OR STOCK PRICE ..............146
APPENDIX ...............................................................................................................................................147
APPENDIX 1：STATEMENT OF INTERNAL CONTROL SYSTEM ..................................................147
APPENDIX 2：AUDIT COMMITTEE AUDIT REPORT ......................................................................148
APPENDIX 3：CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS’REPORT .............................................................................................................................................149

I. Letter to Shareholders
Dear Shareholders,Thank you very much for supporting Brogent and taking the time to attend the 2024
annual meeting of shareholders.
In 2023, Brogent’s consolidated revenue was NT$ 862 million, an increase of
approximately 7.3% from NT$ 803 million in 2022. Looking at the international tourism andentertainment market in 2023, the number of tourists has been growing. Disney has
announced to increase US$60 billion for investment in theme parks, resorts and cruise
businesses to expand IP influence attracts new customer groups. Buyers from the relatedindustry have been searching to import new equipment to attract upcoming visitors. Brogent
has a very optimistic outlook on the future market and will continue to provide newtechnologies and diversified products in the immersive entertainment market.
Last year, Brogent achieved notable milestones in the realm of immersive rides, ranging
from large-scale to small/medium rides. The Guinness Records-certified highest-capacity
seated motion simulator, unveiled last September, was met with acclaim, receiving theprestigious "Outstanding Achievement Award" at the Thea Awards—an affirmation of ourexpertise in international park projects and top-tier amusement equipment. Additionally, ourlatest innovation, the Turnkey o-Ride, introduced in February, promises rapid global
deployment with its swift construction time and cost-effective design. We've also seencommendable success with our small and medium-sized immersive rides, such as the cuttingedge LED racing simulator, which has garnered praise at renowned venues like Germany's
Hockenheimring and Qatar's Quest indoor theme park. Moreover, our racing simulators,
featuring immersive experiences and AI-driven real-time broadcast systems, were honoredwith the MENALAC "Best New Product for FECS" Award, cementing our position as anindustry leader in the Middle East and North Africa.
As the global tourism market rebounds, Brogent continues to expand its footprint in the
self-operated sites, achieving remarkable success with attractions like the RiseNY Flying
Theater in Times Square, USA, and the This is Holland Flying Theater in the Netherlands. In
2023, visitor numbers surged by over 30%, underscoring the appeal and profitability of ourofferings. We're especially proud of the recent opening of ANIVERSE, our groundbreaking
metaverse real-life experience center in Keelung, which marks a significant milestone in ourquest for diversifying revenue streams.
Looking ahead to 2024, Brogent aims to solidify its position as a leading provider of
media-based attraction rides. We're committed to expanding our range of flying theater
products while actively developing a broader array of immersive experience equipment,
incorporating cutting-edge technologies like artificial intelligence and virtual reality.
Additionally, we're prioritizing the expansion of our digital content video database, leveraging
advanced software and shooting technologies to deliver unparalleled quality. Our dedication
to providing immersive experiences is exemplified by projects like Soaring Earth Episode I
Africa, which allows audiences to immerse themselves in the awe-inspiring beauty of ourplanet.
At Brogent, we remain dedicated to offering diverse solutions to broaden our range of1

business services and maximize value for our shareholders. With years of experience in theimmersive ride market, we are poised to innovate further. Moving forward, we aim toseamlessly integrate artificial intelligence, virtual reality, and immersive content production toredefine the entertainment experience. We are committed to staying true to our mission andvalues as we strive to achieve our goals.
We thank you for your trust and commitment to Brogent and look forward to aprosperous future with our shareholders.

Chairman, Chih-Hung Ouyang2

1. Accomplishments(1) Business Plan Implementation Outcomes
Unit：NT$1,000
Year
Item
Sales revenue
Gross profit
Operating expenses
Operating loss
Net loss before tax
Net loss
Net loss attributable toshareholders of the parent

2022

2023

803,766
330,517577,780(247,263)(83,958)(62,398)

862,703361,812586,180(224,368)(222,283)(179,975)

Change(amount)
58,937
31,2958,400
22,895(138,325)(117,577)(60,726)(179,764)(119,038)% Change
7.33
9.47
1.45
(9.26)
164.75188.43196.02(2) Budget Execution
According to the Regulations Governing the Publication of Financial
Forecasts of Public Companies, the Company did not need to compile afinancial forecast for 2023, and therefore this section is not disclosed.

(3) Analysis of Financial Gains and Losses and Profitability
Unit: %Year
Item
Financial
structure (%)
Solvency (%)

Profitability

Debt-to-assets ratio (%)
Long-term fund to property, plantand equipment (fixed assets) ratio(%)
Current ratio (%)
Quick ratio (%)
Times interest earned
Return on assets (%)
Return on equity (%)
Paid-in capital to loss before tax (%)
Net loss ratio (%)
Loss per share (NT$)

2022

2023
35.48

37.64

528.55544.71328.54287.79(253.99)(0.89)(1.95)(13.43)(7.76)(0.99)

288.59256.92(714.40)(3.16)(5.67)(34.28)(20.86)(2.79)(4) Research and Development
To continuously enhance the Company’s competitiveness, the Company has
always actively invested in R&D efforts. In 2022 and 2023, it has expended a
total of NT$189, 445 million and NT$106,891 million in R&D, respectively
accounting for 24% and 13% of the net operating income. Brogent will continue
to innovate and remain committed to research and development because these3aspects of operation embody corporate competitiveness. The Company shallcontinue to engage in advanced technological R&D and innovative applications,and implement product-centric design and research as well as systematicmanagement to maintain the leading position of products and technologies.

2. Business Plan
(1) Operational Goals and Crucial Product Marketing Policies
1.Continue to optimize the quality of immersive amusement park facilities
and diversify product category.
2. Deepen the design and production of digital contents and heighten
product added value.
3. Expend the international market and raise the global brand awareness.
4. Engage in industry–academic cooperation to actively cultivate highquality specialists in digital content.

(2) Expected Sales Volume and Criteria
The Company's operational revenues mainly come from the sales of motion
simulation entertainment facilities. According to the Regulations Governing the
Publication of Financial Forecasts of Public Companies, the Company did notneed to compile a financial forecast for 2024, and therefore this section is notdisclosed.

3. Future Corporate Development Strategy(1) Product diversification(2) Market internationalization(3) Diversification of revenue models(4) Integration of strategic partner resources

4. Impact of External Competitive Environment, Regulatory
Environment and the Overall Business Environment
The Company operates its business in accordance with domestic and foreignlaws and regulations and periodically notes any changes in domestic and foreign
policies and development trends, to facilitate immediate response. The
Company's employees also receive training regularly to update them on current
4political and economic changes and trends; therefore, changes to laws andregulations will not exert a material impact on the Company's businessdevelopment.
Regarding external competition and the overall business environment,
because the Company has successfully expanded into overseas markets in 2024,
we will continue to develop our businesses based on market internationalization.
By seeking high-quality customers, attaining product recognition, raisingproduct sales prices, and adopting a product composite marketing model
concurrent with mature technologies and scaled production, the Company
expects to accurately ascertain the pulse of the global market. Overseas market
expansion with the recovery of the tourism market, and business development
will continue the trend of market internationalization. Brogent will expand its
businesses into the global market, thereby enhancing its overall revenue
performance.

5II. Company Profile
1.

Date of Establishment
October 30, 2001.

2.

Company History

April 2011
June 2011
September 2011
October 2011
December 2011
June 2012
September 2012
November 2012
December 2012
January 2013
February 2013
April 2013
July 2013
October 2013
October 2013
October 2013
February 2014
March 2014
April 2014

Opening of 4D Theater at Formosan Aboriginal Culture Village.
Conversion of employee stock options to 1,744,000 ordinary shares; thepaid-up capital following capital increase totaled to NT$213,560,000.
Seasoned equity offering (SEO) of NT$12,700,000; following capitalincrease, the paid-up capital totaled to NT$226,260,000.
Approved public offering of stock.
Registered on emerging stock market.
Constructed started on new research and test center at Kaohsiung Software
Park.
Passed the market listing application by the Board of Directors of theTaipei Exchange.
Public underwriting of SEO prior to listing amounted to NT$28,290,000,
and the paid-up capital following capital increase totaled to
NT$254,550,000.
Stock market launch.
Completion of the operational headquarters and R&D test center.
The i-Ride passed China’s A-grade large-scale amusement park facility
authentication and a commercial business license was received for it.
The i-Ride opened at an anime themed shopping center in Hangzhou,
China.
The new generation of i-Ride, Fly Over Canada, opened in Vancouver,
Canada.
Attended the National Palace Museum First New Media creative contest;
the Company's 3D interactive new media art gained honorable mention.
Signed a Memorandum of Understanding with Kodansha, Japan.
Surplus transfer of NT$12,727,500, and the paid-up capital following
capital increase totaled to NT$267,277,500.
Conversion of convertible corporate bond to ordinary bond totaled to
NT$7,422,770; the paid-up capital following capital increase totaled to
NT$274,700,270.
First-quarter revenue reached NT$312 million, with net profit after tax
amounting to NT$100 million, both represented record highs in Brogent's
history.
The i-Ride received the 2014 Taiwan Excellence Reward for the categoryof fashion, life, culture and creativity product.
6

May 2014
June 2014
July 2014
July 2014
September 2014
October 2014
November 2014
January 2015
January 2015
March 2015
June 2015
July 2015
November 2015
December 2015
January 2016
March 2016
April 2016
May 2016
July 2016
September 2016

Conversion of convertible corporate bond to ordinary bond totaled to
NT$15,433,990; the paid-up capital following capital increase totaled to
NT$290,134,260.
Held the Groundbreaking Ceremony for the 2nd stage of the R&D Center.
Fuji Q Highland held the Grand Opening of the i-Ride flight theater "Fuji
Airways" in Fujiyoshida, Japan.
Conversion of convertible corporate bond to ordinary bond totaled to
NT$18,753,440; the paid-up capital following capital increase totaled to
NT$308,887,700.
Capital reserve transfer of NT$27,470,020; the paid-up capital following
capital increase totaled to NT$336,357,720.
Signed the "Attack on Titan" IP licensing contract with Kodansha Ltd.
Conversion of convertible corporate bond to ordinary bond totaled to
NT$442,070; the paid-up capital following capital increase totaled to
NT$336,799,790.
Seasoned equity offering (SEO) of NT$60,000,000; following capitalincrease, the paid-up capital totaled to NT$396,799,770.
Signed another MOU with Kodansha Ltd. to establish marketingcompanies for peripheral products.
Awarded the Potential Mittelstand Enterprise for the 3rd Taiwan
Mittelstand Award held by the Industrial Development Bureau, Ministry of
Economic Affairs (MOEA).
Seasoned equity offering (SEO) of NT$10,300,000, following capitalincrease, the paid-up capital totaled to NT$407,099,770.
Surplus transfer of NT$39,680,000, following capital increase, the paid-up
capital totaled to NT$446,779,770.
Awarded government subsidies under the international market
development program by the Bureau of Foreign Trade, Ministry of
Economic Affairs.
The grand opening of i-Ride flight theater themed “Attack on Titan”
was held in Shan-Shun World, Toufen Township, Miaoli County, Taiwan.
Grand opening of the 2nd stage Office Building.
Grand opening of the 4D motion simulating theater in the famous
European safari “Zoo Emmen”in Netherlands.
New launch of i-Ride flight theater “FlyOver America”in Mall of
America, Minnesota, U.S.A.
The Joint Research and Development Center between Brogent andNational Sun Yat-Sen University was established.
The Research and Development Center of Somatosensory Content
between Brogent and Southern Taiwan University of Science andTechnology was established.
The Lord Mayor of Brisbane, Australia, Graham Quirk, visited Brogent
with the Brisbane delegation and experienced i-Ride flight theater.
7

December 2016
March 2017
March 2017
April 2017
June 2017
September 2017
October 2017
November 2017
November 2017
December 2017
December 2017
January 2018
January 2018
May 2018
June 2018
July 2018
July 2018
July 2018
August 2018
August 2018
September 2018
September 2018
October 2018

Awarded the Enterprise with Outstanding Contribution by Export
Processing Zone, M.O.E.
Feng Tang, Minister without Portfolio of Executive Yuan, came to Brogent
to experience i-Ride flight theater.
Activated the filming project “Flying Over Australia” with Cutting Edge, aleading Australian filmmaker.
The Flying Theater of Spain’s famous theme park officially opened.
The Flying Theater “Voletarium” of Germany’s prestigious Europa Park
officially opened.
Won Europe’s Best New Ride of the European Star Awards 2017.
The Flying Theater “This is Holland” of Netherland officially opened in
Amsterdam.
Brognet’s i-Ride Experience Center officially opened in Kaohsiung
Software Park.
Brogent’s new VR product “Q-Ride” launched in IAAPA Attractions Expoin Orlando, Florida, U.S.A.
Dentsu Japan invested in Brogent’s subsidiary “Brogent JapanEntertainment.”
Vice President Chien-Jen Chen visited i-Ride Experience Center ofBrogent.
Brogent is the first TÜV SÜD client in Asia to have passed its challenging
test with i-Ride Flying Theater.
Taipei City Mayor Wen-Je Ko visited the Flying Theater “This is Holland”
in Amsterdam.
Brogent unveiled its new VR and motion simulation gaming product at the2018 Vision Get Wild Exhibition.
Brogent’s VR gaming products were presented at Computex Taipei 2018.
Brogent’s VR gaming tournament, Lightning Wings, kicked off its
regional preliminary contest at Kaohsiung Beer Rock Festival.
Brogent’s first carousel officially opened at KW2 (Kaohsiung Port
Warehouse No.2).
The Flying Theater of Abu Dhabi’s renowned theme park officiallyopened.
The Flying Theater “FLYOVER CHINA” of Beijing Shijingshan
Amusement Park officially opened.
Brogent’s VR gaming tournament, Lightning Wings, held its regional
preliminary contest in Taichung.
Tom Tate, Mayor of the City of Gold Coast, Australia, visited Brogent
with City of Gold Coast delegation and experienced i-Ride flight theater.
Won Media-based Attraction of the Year of the Park World ExcellenceAwards 2018 Europe.
Brogent’s VR gaming tournament, Lightning Wings, held its regional
preliminary contest in Taipei.
8

November 2018
November 2018
December 2018
December 2018
January 2019
February 2019
March 2019
May 2019
July 2019
July 2019
August 2019
September 2019
September 2019
October 2019
December 2019
February 2020
April 2020
May 2020
July 2020
July 2020

Brogent’s hexaRide VR and the first original VR film “Ghost in the Shell”
made its debut at Diver City Plaza in Odaiba, Tokyo.
Brogent’s VR gaming tournament, Lightning Wings, held its
championship game in Kaohsiung Arena.
Brogent introduced “Art-Zoo Inflatable Park” from Singapore opened at
Kaohsiung Harbor Pier 7.
hexaRide 's second original VR film “Attack on Titan” premiered at DiverCity Plaza in Odaiba, Tokyo.
The Flying Theater “i-Ride Taipei” of Taipei Nan Shan Plaza officiallyopened.
Brogent’s VR gaming simulation ride “Lightning Wings” was invited to2019 Mobile World Congress in Barcelona.
The Flying Theater “THE LEGO® MOVIE™ Masters of Flight”
officially opened in Legoland Florida Resort.
Brogent presented Q-Ride, VR gaming simulation ride “Lightning Wings”
and the newly developed racing simulator at the 2019 Vision Get Wild
Exhibition.
Brogent Group collaborated with American Institute in Taiwan (AIT) to
premiere “Discover America” in the celebration of US-Taiwan Travel
Year.
Brogent’s new racing simulator made its world debut at 2019 Asia Pacific
Cities Summit in Brisbane, Australia.
The Flying Theater “Sky Voyager” of Australia’s biggest theme park
Dreamworld officially opened on the Gold Coast.
The second Flying Theater of Beijing Shijingshan Amusement Park
officially opened.
Brogent’s flying theater won the ” Best Dark Rides” of the 2019 European
Star Award.
The Flying Theater “FlyOver Iceland” of Iceland officially opened inReykjavík .
Brogent received ” 2019 Chinese Outstanding 3D/Motion Theatre
Suppliers” of the Asia Attraction Gold Crown.
Brogent Group cooperated with the American company Positron to inventa new single-person ride simulator: Voyager. Voyager was invited to
exhibit at Festival de Cannes.
Brogent was ranked within the TOP 300 High-Growth Companies for the
Asia-Pacific region by the Financial Times.
Brogent signed a priority sales contract with Sansei Technologies, Inc.
forming a strategic partnership with the Japanese based company.
Brogent held a press conference with the Australian Office Taipei and theCanadian Trade Office to celebrate “FlyOver Canada” and “Discover
Australia” at i-Ride Taipei in Breeze Nan Shan.
Launched new game based real-time controlled simulator esports series at
IAAPA Virtual Expo Asia.
9

August 2020
October 2020
October 2020
November 2020
November 2020
December 2020
April 2021
April 2021
May 2021
May 2021
May 2021
May 2021
July 2021
September 2021
September 2021
September 2021
September 2021
January 2022
March 2022
March 2022
April 2022
October 2022

The first 5G VR esports game “Land” debuted at Brogent Group’s
headquarters.
Brogent Technologies was the winner of Asiamoney’s Asia’s Outstanding
Companies Poll 2020 in the sector of Software & Internet Services.
Exhibited at CAE in Beijing, returning to normal in the region after the
pandemic impact.
Won the “Corporate Sustainability Award” at the Global Corporate
Sustainability Forum (GCSF) held by Taiwan Corporate SustainabilityAwards (TCSA) and Global Corporate Sustainability Award (GCSA).
Won the “Queensland-Taiwan Business Excellence Award” from theAustralia New Zealand Chamber of Commerce in Taipei.
Brogent’s Flying Theater in Abu Dhabi won Annual Thea Awards 2020 for
Outstanding Achievement.
Brogent opened the Standing Panoramic Flying Theater in VinWonders
Phu Quoc, the biggest theme park in Vietnam.
Brogent opened the first Flying Theater in Kazakhstan, Central Asia.
Brogent’s Flying Theater officially opened in an amusement park near by
Tokyo, Japan.
Brogent opened Scandinavia's first flying theater “Emmet's Flying
Adventure - Masters of Flight in LEGOLAND Billund Resort, Denmark.
Brogent opened Flying Theater “Emmet's Flying Adventure Ride” in THE
LEGO® MOVIE™ WORLD of LEGOLAND California Resort, USA.
Brogent opened the first Flying Theater in UK “Flight of the Sky Lion” in
LEGOLAND Windsor Resort.
Brogent’s Flying Theater in Guizhou officially opened.
The Flying Theater “FlyOver Las Vegas” officially opened in Las Vegas.
Brogent’s Flying Theater “Flight of the Sky Lion” at LEGOLAND
Windsor Resort won UK Theme Park Awards for Best Attraction.
Brogent’s Flying Theater “Emmet’s Flying Adventure” at LEGOLAND
Billund Resort won Parkscout Award for Europe’s Best new Rides.
Brogent’s Flying Theater “Flight of the Sky Lion” at LEGOLAND
Windsor Resort won European Star Award for Europe’s Best new Rides.
Brogent forms an alliance with Merlin Entertainment, the largest theme
park operator in Europe, to focus on the marketing of the flying theater"This is Holland".
Brogent’s Flying Theater “Rise NY” officially opened at Times Square of
New York, USA.
Brogent's i-Ocean Aquarium, combining marine life and simulation
technology, officially opened at the National Museum of Marine Scienceand Technology in Keelung, Taiwan.
Collaborated with AUO and debuted the LED dome screen flight
simulator cockpit at the Touch Taiwan Exhibition.
Brogent's Flying Theater in Hainan officially opened.
10October 2022
November 2022
December 2022
January 2023
January 2023
March 2023
March 2023
April 2023
May 2023
May 2023
June 2013
September 2023
September 2023
October 2023
November 2023
November 2023
December 2023

Awarded the Corporate Sustainability—Golden Level by Taiwan
Corporate Sustainability Awards (TCSA).
Brogent introduced the new model of flying theater and LED immersive
simulator cockpit at the IAAPA Expo in Orlando, USA.
Chairman Mr. Chih-Hung Ouyang received the 2022 EY Entrepreneur Of
The Year Award in the categories - Metaverse Creator Entrepreneur Of
The Year.
Brogent received the "2022 Chinese Outstanding Family Rides Supplier"of Asia Attraction Gold Crown Award.
Brogent received the "2022 Chinese Outstanding Motion/Flying Theaters
Supplier" of Asia Attraction Gold Crown Award.
Brogent participated in 2022 DigiWave (Digital Technology Art
Exhibition) and received the Platinum Award, the highest level in theimmersive experience exhibition category, at the MUSE Design Awards in
the US.
Brogent opened the world's first Metaverse experience venue"ANIVERSE" in Keelung.
Brogent collaborated with artist Pan Chen-hao and Le Xue Zhai
Publishing to launch the "Books for Rural Areas" event, delivering picture
books to over 900 rural schools in Taiwan.
Deputy Prime Minister Geoffrey Hanley of Saint Kitts and Nevis visited
Brogent's i-Ride TAIPEI Flying Theater.
Brogent's m-Ride Flying Theater R&D team won the National Invention
and Creation Award.
Brogent opened the Air Combat Fighter VR Experience in Sentosa,
Singapore.
Taiwan's largest naked-eye 3D curved LED launches at Brogent's selfoperated venue Aniverse in Keelung.
Brogent’s Flying Theater “Voletarium” at Europa-Park won first place atthe European Star Awards for Europe’s Best Dark Ride.
Brogent's Premium LED Racing Simulator is officially opened at thewhole new Welcome Center of Hockenheimring.
Brogent's Premium Racing Simulator is officially opened at Quest for
Speed & Oryx Speedway at Quest, the largest indoor theme park in Qatar.
Awarded the Corporate Sustainability - Golden Level by Taiwan
Corporate Sustainability Awards (TCSA).
Brogent received the "2023 Chinese Outstanding Motion/Flying Theaters
Supplier" of Asia Attraction Gold Crown Award.

11III. Corporate Governance Report
1. Organizational System(1) Organizational Profile(2) Business Activities of Each Major Division
Major Divisions

Chairman's Office

Audit OfficePrimary Duties
A.Supervise the execution of the corporate internal audit.
B.Responsible for company operation policy planning and control,
corporateoperations, risk assessment, stakeholder, decision analysis andother relevantissues. And supervise the operation of the Board of
Directors, Shareholders’meeting and corporate governance related
matters.
A.Inspect and evaluate whether internal control systems are sound andprovide recommendations for analysis and evaluations.
B.Plan, implement, and improve internal auditing systems; requests
operational procedures to comply with laws, regulations, and articles ofincorporation and assist in increasing business performance.

President's OfficePlan the corporate mid-term and long-term business strategy, as well as the
new business direction and market deployment.

Manufacuring Plant

A.Assembling products.
B.Build up database for Products and Machine.
C.Quality affairs, Factory Service and raw material management.

12

Major Divisions

Primary Duties

A.Plan and implement marketing strategies.
B.Achieve company-defined business goals and join overseas exhibitions.
C.Handle general tasks (product presentation, proposal, quotation,negotiation, payment collection, and payment notification) anddetermine customer's status in contract compliance.
Sales & Marketing Center
D.Coordinate and communicate with marketing business and technicalteams.
E.After sales service execute and management.
F.Develop potential China area business opportunities.
G.Develop China area potential customers.
Product Center

A.Design and develop new technology and products.
B. Develop new interactive game.

A.Supervise the construction projects.
Engineering Management
B.Control product quality and communicate with customers when
Centerimplementing projects.
Technology Center

Finance Center

A.Design, develop and produce hardware structures such as six-axis
platforms, steel structures and dynamic structures such as elevators.
B.Organize relative information for certification and prepare operating
maintenance handbook.
A.The company’s overall financial and accounting planning.
B.Fund utilization scheduling and risk management.
C.Accounting and tax processing.
D.Annual report and annual budget preparation and execution.
E.Operational performance control and benefit evaluation analysis ofvarious reinvested enterprises.

Administration Center

A.Organization and Manpower planning. Design and Implementation ofvarious human resources management system, recruiting, staffing, talentdevelopment and compensation management.
B.Drafting and reviewing commercial contracts, providing negotiation
strategies and analysis of legal risks. Assist legal dispute conducting anddiscussing risk preventing strategies.
C.Product/technology patent and trademark management.
D.Purchasing and supplier management.
E.General affairs management.

Content & Design Center

A.Theme parks design and project execution plans providomg.
B.Media content project evaluation and execution.
C.Content production and R&D abilities align with company goals.

13

Major Divisions

Primary Duties

IT Department

A.Develop and maintain computer networks and application systems.
B.Maintain and manage computer hardware, peripheral equipment, andinformation files.
C.Plan and execute system safety.
D.Hardware and software resources management.

Attraction Operation
CenterA.Develop potential international business opportunities.
B.Create future business models.

Global Marketing
Department

A.Integrating marketing strategies for company products and services,along with corporate image.
B.Establish and manage brand image internationally to boost global
recognition and loyalty.
C.Execute international marketing strategies including ads, PR,
tradeshows, sponsorships to enhance brand visibility.
D.Collaborate with sales, providing resources for customer management
and sales growth.

14

2. Profile of Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and Department and Branch
Directors(1) Directors and Supervisors
1. Directors and Supervisors
April 1, 2024; Unit: Shares; %
Title

Name

ChihChairman &Hung
CEO
OuyangChang
chun
Investment Co.
Ltd.

Gender National
Age
ity

Male
51-60

ChinHuo
Huang

Date firstelected2023.05.31 3 years 2011.10.05

Number of Shareholdinsharesg Percentage

Number of Shareholdinsharesg Percentage

3,807,191-

ROC

5.90% 3,807,191

3.33% 2,150,271

5.87%

3.32%

Shares held by spouse Number of shares held
and minor children
in the name of others
Number of Shareholdinsharesg Percentage

101,187

0.16%

-

-

2023.05.31 3 years 2011.10.05

1,149,442

0.00%

30,420

1.78% 1,149,442

0.05%

1.77%

-

-

-

-

15

Education/work experience

Other positions

Number of Shareholdinsharesg Percentage--

2023.05.31 3 years 2016.05.31

Male
61-70

Male
71-80

Number of shares
currently held

2,150,271

ROC

Representative
ChihChuan
Chen

Term

-

Director

Director

ROC

DateelectedNumber of shares held
when elected--

Other officer, director
or supervisor who is the
spouse or a relative
within the second
degree

Note

Title

Name

Relationship1.President, Brogent
1.Electrical Engineering, National
Techonologies Inc.
Sun Yat-sen University
2.Chairman, Fu Wu- 2.R&D Engineer, Acer Incorporated
None.
Investment Ltd.
3.Project Manager, Ai West Co. Ltd.
3.Chairman, Brogent Global
4.President, Micro Sova
Inc.

None.

None.

Note

1.Vice President, Investment
Administration Division,
RT-Mart International
2. Juridical Person Director
Representative of MEGAGROWTH VENTURE
CAPITAL CO., LTD.
3.Juridical Person Director
Representative of Gogoro
1. M.B.A., National Taiwan
Inc
University
4.Juridical Person Director
None.
2 Vice President, Investment
Representative of
Administration Division, RT-Mart
Diamond Biotechnology
International
Investment Co., Ltd.
5.Juridical Person Director
Representative of
Diamond CapitalManagement Co., Ltd.
6.Juridical Person Director
Representative of MIHOINTERNATIONALCOSMETIC CO., LTD

None.

None.

-

1.Chang Hua Industrial Vocational
High School
2.Director, SANFU Motors
Industrial Corp.
3.Director, Chun Ying Metal
Industrial Co., Ltd.

None.

None.

-

Chairman, Fu Ying Metal
Industrial Co., Ltd.

None.

TitleDirector

Name

LARGO
U MORI
CO.,LTD.
Representative:
CHENG
SHENH
AO

Gender National
Age
ity

Date
electedTerm

Date firstelected2023.05.31 3 years 2022.05.27-

Number of shares held
when elected

Number of shares
currently held

Number of Shareholdinsharesg Percentage

Number of Shareholdinsharesg Percentage

1,724,888

2.67% 1,875,929

Shares held by spouse Number of shares held
and minor children
in the name of others

2.89%

Number of Shareholdinsharesg Percentage

Number of Shareholdinsharesg Percentage--- 1.The doctorate degree of Meiji-

University /Graduate School ofCommerce.
2.LARGOU MORI CO., LTD- Chairman

-

ROC
Male
61-70

-

0.00%

188,888

Education/work experience

0.29% 1,585,059

2.44%

Other positions

1.LARGOU MORI CO.,LTD(TW)
Chairman
2.LARGOU MORI CO.,LTD(JAPAN)
Chairman

Other officer, director
or supervisor who is the
spouse or a relative
within the second
degree

Note

Title

Name

Relatio
nship

None.

None.

None.

None

None.

None.

-

1 Vice director, ZHI
CHENG Co-located CPA
Firm.
2..Independent Director，Independent Lewis
Director
Lee

Male
61-70

ROC

2023.05.31 3 years 2020.05.28

-

-

-

-

-

-

-

-

1.National Chengchi University,
Department of Accounting.
2. Partner, PwC, Taiwan.

ScinoPharm Taiwan, Ltd.
3.Independent Director，
ALL RING TECH CO.,LTD.
4. Independent Director，POYA International Co.
, Ltd.

ChihIndependent
Poung
Director
Liou

Male
61-70

JihIndependent
Ching
Director
Chiu

Male
61-70

Independent KengDirector
Shin Lin

Male
51-60

ROC

ROC

ROC

2023.05.31 3 years 2020.05.28

2023.05.31 3 years 2020.05.28

2023.05.31 3 years 2023.05.31

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

1. LL. M., University of Tokyo(Japan)2. Managing Partner, Stellex Law
Firm.

Managing Partner, Stellex
Law Firm.

-

-

None.

None.

None.

-

-

1. Ph.D., CSIE, Chiao-Tung
University,
Associate Professor, National
None.
2. Associate Professor, National Sun Sun Yat-sen University
Yat-sen University

None.

None.

-

-

1. College of Medicine, Taipei
Medical University- 2. Chief Physician, Kaohsiung
Municipal Kai-Syuan Psychiatric
Hospital

None.

None.

-

Dean of Dr. Lin’s Healing
None.
ClinicNote1：Where the chairperson of the board of directors 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 firstdegree of kinship, an explanation shall be given of the reason for, reasonableness, necessitythereof, and the measures adopted in response thereto(i.g. increase thepositions of independent directors or there should be more than half of directors who are not employees or managers in the same time):
The reason why the company’s chairperson and general manager is the same person is to improve operation efficiency and execution of decision making, however, in order to strengthen the
independence of board of directors, we have been actively cultivating suitable personnel for this position. In addition, the chairperson works closely with each director on the communicationof company operation status and policy to carry out thegovernance of the company. In the future, the company may plan to increase positions of independent directors to improve the16competency of board of directorsand strengthen function of supervision. Currently we have actual measures as below:
1. Three of current independent directors haveexpertise in finanace and accounting, legal and industry economy relatively, which allows efficient supervision competency.
2. The company will arrange training courses from Securities and Future Insitute and other external facilities for each director toimprove the operation efficiency of board of directors.
3. Independent directors can fully involve discussion and provide suggestions for reference on each functional committee to carry out the governance of the company.
4.No more than half members of the board of directors are employees or managers.
Note2：The Company has established the Audit Committee to replace the Supervisors.

17

2.Major Shareholders of the Institutional Shareholder
Institutional Shareholder
Chang chun Investment Co. Ltd.

April 01, 2024
Major Shareholders of the Institutional Shareholder
Huei Hong Investment Co., Ltd. (48.00%)、
RUEN HUA DYEING & WEAVING CO., LTD.
(33.00%)、Ruentex Xing Co.,Ltd.(19.00%)

3. Major shareholders of the entities from Table 1 that are institutions
Institutional Shareholder
Huei Hong Investment Co., Ltd.

RUEN HUA DYEING &WEAVING CO., LTD.

Ruentex Xing Co.,Ltd.

April 01, 2024
Major Shareholders of the Institutional Shareholder
RUEN HUA DYEING & WEAVING CO.,LTD.(63.50%)、
Ruentex Xing Co.,Ltd.(19.93%)、
Yi Tai Investment Co.,Ltd.(16.54%)
Ruentex Xing Co.,Ltd. (19.55%)、
Ren Ying Industrial Co., Ltd. (19.14%)、
Chang chun Investment Co. Ltd.(18.44%)、
Huei Hong Investment Co., Ltd.(17.96%)、
Samuel Yen-Liang Yin (13.70%)、
Yin Wong, Yee-Fan (6.55%)、
Yin Xun Ruo Education Foundation (4.40%)、
Lena Yin (0.26%)
Samuel Yen-Liang Yin (99.997%)、
Yin Wong, Yee-Fan (0.003%)

18

4. Director and Supervisor Expertise and Independence
Criteria
Professional qualifications and experience

Independent status

Name

Number ofother publiccompanies inwhich theDirector also
serves as an
Independent
Director(1)Not a director, supervisor, or employee of a company of which the
majority of board seats or voting shares is controlled by a company that
also controls the same of the company.
(2)Not a director, supervisor, officer, or shareholder holding five percent
or more of the shares of a specified company or institution that has afinancial or business relationship with the company.
(3)Other than serving as a compensation committee member of thecompany, not a professional individual who, or an owner, partner, director,
Possesses five or more years of work
Chairmanexperience required for the Company's
Chih-Hung Ouyang business; the chairman and CEO of theCompany;supervisor, or officer of a sole proprietorship, partnership, company, or
institution that, provides commercial, legal, financial, accounting services
or consultation to the company or to any affiliate of the company, or a
spouse thereof, and the service provided is an “audit service” or a “nonaudit service which total compensation within the recent two years exceeds
NTD500,000”.
(4)Not having a marital relationship or a relative within the second degreeof kinship to any other director of the company.
(5)Not been a person of any conditions defined in Article 30 of theCompany Law.
(6)Not a governmental, juridical person or its representative as defined in
Aticle 27 of the Companyt Law.

19

None

Criteria
Professional qualifications and experience

Independent status

Name

Number ofother publiccompanies inwhich theDirector also
serves as an
Independent
Director(1)Not an employee of the company or any of its affiliates.
(2)Not a director or supervisor of the company or any of its affiliates.
(3)Not a natural-person shareholder who holds shares, together with those
held by the person’s spouse, minor children, or held by the person underothers’ names, in an aggregate amount of one percent or more of the total
number of issued shares of the company or ranks as one of its top ten
shareholders.
(4)Not a spouse, relative within second degree of kinship, or lineal relative
within third degree of kinship of any of the persons in the preceding threeparagraphs. Not a spouse, relative within the second degree of kinship, or
lineal relative within the third degree of kinship, of any of the officer in thepreceding 1 subparagraph, or of any of the abovepersons in the preceding
subparagraphs 2 and 3.
(5)Not a director, supervisor, or employee of a company of which the
majority of board seats or voting shares is controlled by a company that
Director
Chang chun
Possesses five or more years of work
Investment
experience required for the Company's
Co. Ltd.
business
Representative:
Chih-Chuan Chen

also controls the same of the company.
(6)Not a director, supervisor, or employee of a company of which thechairman or CEO (or equivalent) themselves or their spouse also serve asNone

the company’s chairman or CEO (or equivalent).
(7)Not a director, supervisor, officer, or shareholder holding five percent
or more of the shares of a specified company or institution that has afinancial or business relationship with the company.
(8)Other than serving as a compensation committee member of thecompany, not a professional individual who, or an owner, partner, director,
supervisor, or officer of a sole proprietorship, partnership, company, or
institution that, provides commercial, legal, financial, accounting services
or consultation to the company or to any affiliate of the company, or a
spouse thereof, and the service provided is an “audit service” or a “nonaudit service which total compensation within the recent two years exceeds
NTD500,000”.
(9)Not having a marital relationship or a relative within the second degreeof kinship to any other director of the company.
(10)Not been a person of any conditions defined in Article 30 of thCompany Law.

DirectorChin-Huo Huang

Possesses five or more years of work
experience required for the Company's
business

Director
LARGOU MORI Possesses five or more years of work
CO., LTD
experience required for the Company's
Representative
business
Cheng Shenhao
Possesses five or more years of work
experience required for the Company's
Independent
business
directoraccountant, who has passed a national
Lewis Leeexamination and received a certificate
therefor(1)Not an employee of the company or any of its affiliates.
(2)Not a director or supervisor of the company or any of its affiliates.

None(3)Not a natural-person shareholder who holds shares, together with those
held by the person’s spouse, minor children, or held by the person underothers’ names, in an aggregate amount of one percent or more of the totalNone

number of issued shares of the company or ranks as one of its top ten
shareholders.
(4)Not a spouse, relative within second degree of kinship, or lineal relative
within third degree of kinship of any of the persons in the preceding three

20

3Criteria
Professional qualifications and experience

Independent status

Name

Independent
director
Chih-Poung Liou

Independent
director
Jih-Ching Chiu

Possesses five or more years of work
experience required for the Company's
business
attorney, who has passed a national
examination and received a certificate
thereforPossesses five or more years of work
experience required for the Company's
business
Currently serving as a Associate Professor,
National Sun Yat-sen University

Number ofother publiccompanies inwhich theDirector also
serves as an
Independent
Director

paragraphs. Not a spouse, relative within the second degree of kinship, or
lineal relative within the third degree of kinship, of any of the officer in thepreceding 1 subparagraph, or of any of the abovepersons in the preceding

Nonesubparagraphs 2 and 3.
(5)Not a director, supervisor, or employee of a corporate/institutional
shareholder that directly holds five percent or more of the total number ofissued shares of the company, ranks as of its top five shareholders, or has
representative director(s) serving on the company’s board based on Article
27 of the Company Law.

None(6)Not a director, supervisor, or employee of a company of which the
majority of board seats or voting shares is controlled by a company that
also controls the same of the company.
(7)Not a director, supervisor, or employee of a company of which thechairman or CEO (or equivalent) themselves or their spouse also serve as
the company’s chairman or CEO (or equivalent).
(8)Not a director, supervisor, officer, or shareholder holding five percent
or more of the shares of a specified company or institution that has afinancial or business relationship with the company.

Independent
director
Keng-Shin Lin

Possesses five or more years of work
experience required for the Company's
business
Physicians, who has passed a national
examination and received a certificate
therefor(9)Other than serving as a compensation committee member of thecompany, not a professional individual who, or an owner, partner, director,
supervisor, or officer of a sole proprietorship, partnership, company, or
institution that, provides commercial, legal, financial, accounting services
or consultation to the company or to any affiliate of the company, or a
spouse thereof, and the service provided is an “audit service” or a “nonaudit service which total compensation within the recent two years exceeds
NTD500,000”.
(10)Not having a marital relationship or a relative within the second degreeof kinship to any other director of the company.
(11)Not been a person of any conditions defined in Article 30 of theCompany Law.
(12)Not a governmental, juridical person or its representative as defined in
Aticle 27 of the Companyt Law.

Note: According to the Rules Governing Review of Securities Listings as well as the Regulations Governing Appointment of
Independent Directors and Compliance Matters for Public Companies, the Company has obtained the statement of
independence for each independent director and confirms that all of them meet the independence requirements stipulated bylaws and regulations.

21

None

5. Diversity and independence of the Board of Directors(1) Diversity of the Board of Directors
Based on the policy of diversification and strengthening of corporate governance in order topromote the sound development of the Company’s board composition and structure, the nominationof candidates for directors of the Company shall be adopted the candidate nomination system inaccordance with the provisions of the Company's Articles of Incorporation. Each candidate’s
academic qualifications, work experience, professional background, integrity or relevant
professional qualifications, and others are evaluated and considered. After the Board of Directors
passed the resolution, the proposed nominees will be submitted to the Shareholders Meeting forelection. With regard to the board composition, it is advisable that the number of the directors who
concurrently serve as the managers of the Company should not exceed one-third of the board seats.
In addition, the Company has, based on its own operations, operational patterns and developmental
needs, formulated appropriate diversification policies including but not limited to the following:
A.Basic conditions and value: gender, age, nationality and culture.
B.Professional knowledge and skills: operational judgment capability, accounting and financial
analysis capability, business management capability, risk management capability, industry
knowledge, international market outlook, leadership capability, and decision-making capability.
The current Board of Directors of the Company consists of eight directors. The specificmanagement objectives of the board diversity policy and their achievement status are as follows:
Diversity management objectives
The number of independent directors exceeds one third of the board seats

Achievement status
Done

It is advisable that the number of the directors who concurrently serve as the
managers of the Company should not exceed one-third of the board seats.
The independent directors shall not hold office for more than 3 terms.

Done
Done

Adequate and diverse professional knowledge and skills(At least one person with an accounting professional background.)Done

The implementation status of the board diversity policy is as follows:
Basic composition
Age

Core of diversify~

Empl 51 61 71
oyee
60 70 80

~

Gen
der

~

Nationality

Professional background

Name
Chih-Hung
OuyangDirector

Independ
ent
director

Chang
chun
Investment
Co. Ltd.
Representat
ive:
ChihChuan
Chen
Chin-Huo
Huang
LARGOU
MORI
CO., LTD
Representat
ive
CHENG
SHENHA
O

Male

Male

ROC

v

seniorityofindependent
directors(lessthan 3
years)

Accou
nting

Operational
judgment
capability

Businessmanagementcapability

Leaders
hip anddecisionmakingcapabili
ty

Risk
Man
agem
ent
capa
bility

Indus
try
know
ledge

Inter
nati
onal
Mar
ket
outl
ook

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

v

Indu
stry

v

Fina
nce

v

v

v

v

v

Male

Male

v

Lewis Lee

Male

v

v

ChihPoung Liou

Male

v

v

v

Professional knowledge and capabilitiesvv

Technol
ogy

La
w

v
v

22

Basic composition
Age

Core of diversify~

Empl 51 61 71
oyee
60 70 80

~

Gen
der

~

Nationality
Name
Jih-Ching
Chiu

Male

Keng-Shin
Lin

Male

v

Professional backgroundseniorityofindependent
directors(lessthan 3
years)

Accou
nting

Indu
stry

v

v

v

v

Fina
nce

TechnologyvProfessional knowledge and capabilities

Law

Operational
judgment
capability

Businessmanagementcapability

Leaders
hip anddecisionmakingcapabili
ty

Risk
Man
agem
ent
capa
bility

Indus
try
know
ledge

Inter
nati
onal
Mar
ket
outl
ook

v

v

v

v

v

v

v

v

v

v

v

v

(2) Independence of the Board of Directors: The Board of Directors of the Company consists ofeight directors, of which four are independent directors (50% of all directors), as well as theindependent directors arear more than half of the board seats. As of 2023.12.31, In addition, all of
independent directors comply with the regulations of the Securities and Futures Bureau and none of
the circumstances prescribed in paragraph 3 and paragraph 4, Article 26-3 of the Securities
Exchange Act exist among the directors and independent directors. The Board of Directors of theCompany is independent (Please refer to page 19-21 of this Annual Report -Disclosure of
information on professional qualifications of directors and independence of independent directors).
The Experience(Education), Gender and Work Experience(Please refer to page 15-17 of thisAnnual Report - Information of directors).

23

(2) Profile of President, Vice Presidents, Assistant Vice Presidents, and Department Directors
April 01, 2024; Unit: Shares; %Other officer, director or

Title

Nationality

Name

GenderDate

Shares held

Chief Financial
Officer

ROC

ROC

Chih-Hung
OuyangSui-Chuan
Lin

Male

FemaleShares held in theand children

name of others

2001.102013.01

3,807,191

214,781

Shareholding
Percentage

Shareholding

SharesPercentage

5.87% 101,187

0.33%

28,457

0.16%

0.04%

SharesNote

supervisor who is the spouse
Education/work experience

appointed
SharesChairman& CEO

Shares held by spouseor a relative within second

Other positions

degreeShareholding

Title

Percentage

Name

Relationship-Electrical Engineering, National Sun
Yat-sen University- R&D Engineer, Acer Incorporated
Project Manager, Ai West Co. Ltd.
President, Micro Sova

President, Brogent
Technologies Inc.
Chairman, Fu Wu
Investment Ltd.
Chairman, Brogent Global
Inc.

-

-

Note

-

Master Graduate from the Departmentof Finance, National Sun Yat-sen
University
Supervisor, Brogent Global- Finance Office at Chienmei
Inc.
Construction Development Corp.
Finance Department Manager atBrogent Technology

-

-

-

-

-

-

-

Vice President

ROC

Teng-Hung
Lai

Male

2010.1127,856

0.04%

-

-

-

Masters in the Department ofComputer Science and Engineering at
National Chung-Hsing University
None
Technical Chief Officer at Meihsing
Technology
President of Liang Chuan Co. Ltd.

Sr. Director

ROC

Szu-Cheng
Chen

Male

2020.04

6,830

0.01%

-

-

-

CAPCO, manager of HR and PR- Fu Jen Catholic University, Instituteof Chemistry

None

-

-

-

-

-

The Doctorate Degree in ElectricalEngineering from National Sun Yatsen University.
- The Dean of Department of Electrical None
Engineering of I-SHOU University,theActing Director of Product Center ofBrogent Technologies Inc.

-

-

-

-

-

Institute of Information Technology,
University of Melbourne, Australia.
- The General Manager's Special
Assistant of Brogent Technologies
Inc.,the Manager of Sales &

-

-

-

-

Sr. Director

Sr. Director

ROC

ROC

Chin-Wen
ChuangYanlun Peng

Male

Male

2022.04

2022.04

4,000

8,780

0.01%

0.01%

-

15,000

-

0.02%

24

None

Other officer, director or

Title

Nationality

Name

GenderDate

Shares held

Shares held by spouse

Shares held in theand children

name of others

appointed
SharesShareholding
Percentage

SharesShareholding
Percentage

Sharessupervisor who is the spouse
Education/work experience

Shareholding

Other positions

or a relative within second
degree
Title

Percentage

Name

Marketing Dept. 2 and the Acting
Director of Attraction Operation
Center.
Note:Where the chairperson of the board of directors 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 firstdegree of kinship, an explanation shallbe given of the reason for, reasonableness, necessitythereof, and the measures adopted in response thereto(i.g. increase the positions of independent directors or there should be more than half of directors who are not employees or managers in thesame time):
Please refer to page 15-17 of this Annual Report - Directors and Supervisors

25

RelationshipNote3. Remunerations to Directors, Supervisors, President, and Vice Presidents in recent years(1) Remunerations to Directors (including Independent Directors)
Unit: NT$ 1,000
Remuneration

Ratio of Total
Remuneration
Bonus toSeverance Pay(A+B+C+D) to Net
Allowances (D)Directors (C)Income (%)
(B)

Base
Compensation
(A)

Title

Severance Pay (F)Ratio of Total Compensation(A+B+C+D+E+F+G) to Net
Income (%)

Profit Sharing- Employee Bonus (G)Compensation Paid
to Directors from an
Invested Company
Other than the
Company’s
Subsidiary

-

-

-

Chin-Huo Huang

-

-

-

-

-

-

-

-

-

-

-

-

744

744

-

-

-

-

744

744

-

-

-

-

744

744

-

-

-

-

Independent
Director

Lewis Lee

Independent
Director

Chih-Poung Liou

Independent
Director

Jih-Ching Chiu

42

42

48

48

192

228

228

48

48

192

228

228

(0.03)(0.03)

42

42(0.02)(0.02)

48

48(0.03)(0.03)

48

48(0.03)(0.03)

936

936(0.52)(0.52)

972

972(0.54)(0.54)

972

972(0.54)(0.54)

3,047

3,047

Stock
bonus

Cash
bonus

Stock
bonus

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

26

Companies in the consolidated
financial statements

-

48

Cash
bonus

brogent-

48

Companies in the
consolidated financial
statements-

48

brogent

Chang chun
Investment Co. Ltd.
Representative:
Chih-Chuan Chen

48

Companies in the consolidated
financial statements-

brogent-

Companies in the consolidated
financial statements-

brogent-

Companies in the consolidated
financial statements-

brogent-

Largou mori Co.
Ltd.
Representative:
Cheng Shen Hao

Companies in the consolidated
financial statements

brogent

Companies in the consolidated
financial statements

brogent

Companies in the consolidated
financial statements

Directorbrogent

All companies in the consolidated
financial statements

brogent
Chih-Hung Ouyang

Director

Salary, Bonuses, andAllowances (E)Name

Chairman& CEO

Director

Relevant Remuneration Received by Directors Who are Also Employees

3,095

3,095

(1.72)(1.72)

42

42(0.02)(0.02)

48

48(0.03)(0.03)

48

48(0.03)(0.03)

936

936(0.52)(0.52)

972

972(0.54)(0.54)

972

972(0.54)(0.54)

None.

None.

None.

None.

None.

None.

None.

Remuneration

Base
Compensation
(A)

Title

Relevant Remuneration Received by Directors Who are Also Employees

Ratio of Total
Remuneration
Bonus toSeverance Pay(A+B+C+D) to Net
Allowances (D)Directors (C)Income (%)(B)

Salary, Bonuses, andAllowances (E)Severance Pay (F)Ratio of Total Compensation(A+B+C+D+E+F+G) to Net
Income (%)

Profit Sharing- Employee Bonus (G)Compensation Paid
to Directors from an
Invested Company
Other than the
Company’s
Subsidiary

Name

-

Cash
bonus

-

Stock
bonus

-

*Besides disclosing above-mentioned, the Company directors received remunerations from providing services to all companies in the financial report (such as being an non-employee advisor and so on)：None.

27

Companies in the consolidated
financial statements

-

Stock
bonus

brogent-

Companies in the
consolidated financial
statements(0.31)-

brogent(0.31)-

Companies in the consolidated
financial statements

564

brogent

564

Companies in the consolidated
financial statements

130

brogent

130

Companies in the consolidated
financial statements-

brogent-

Companies in the consolidated
financial statements-

brogent

Companies in the consolidated
financial statements-

brogent

Companies in the consolidated
financial statements

434

brogent

434

All companies in the consolidated
financial statements

brogent

IndependentKeng-Shin Lin
Director

Cash
bonus

-

564

564

(0.31)(0.31)

None.

(2) Remunerations to President, and Vice Presidents
Unit: NT$1,000
Salary (A)
Title

Name

& CEO

OuyangVice
Teng-Hung
President Lai

Bonus and special
allowance (C)All
All companies
All companies
companies ininBrogent
Brogent in consolidated
consolidated
consolidated
statements
statements
statements

Brogent

Chairman Chih-Hung

Pension(B)

Ratio of total A, B, C, andD to after-tax income (%)

Employee bonus (D)All companies in
consolidated
statements

Brogent
Cash
bonus

Stock
bonus

Cash
bonus

Brogent

Stock
bonus

2,534

2,534

-

- 513

513

-

-

-

-

2,143

2,143 108

108 438

438

-

-

-

-

Remuneration
received fromAll companies in parent company orconsolidated
Investees otherstatements
than subsidiaries

3,047(1.70)
2,689(1.50)

3,047(1.70)
2,689(1.50)

None.

None.

(3) Managerial officers with the top five highest remuneration amounts
Unit: NT$1,000
Salary (A)
Title

Name

Chairman

Chih-Hung& CEO

OuyangVice
President

Teng-Hung

Chief
Financial
OfficerSr. Director

Sr. Director

Lai
Sui-Chuan
Lin
Chin-Wen
ChuangSzu-Cheng
Chen

Pension(B)

Bonus and special
allowance (C)All companies
All companies
All companies
inin
Brogent
Brogent
Brogent in consolidated
consolidated
consolidated
statements
statements
statements

Ratio of total A, B, C, andRemuneration
D to after-tax income (%)
received fromparent company
All companies inor Investees
Brogent
consolidated
other thanstatements
subsidiaries

Employee bonus (D)All companies in
consolidated
statements

Brogent
Cash
bonus

Stock
bonus

Cash
bonus

Stock
bonus

2,534

2,534

-

- 513

513

-

-

-

-

3,047
(1.70)

3,047(1.70)

None

2,143

2,143

108

108 438

438

-

-

-

-

2,689
(1.50)

2,689(1.50)

None

2,096

2,096

108

108 424

424

-

-

-

-

2,628
(1.46)

2,628(1.46)

None

1,702

1,702

104

104 345

345

-

-

-

-

2,151
(1.20)

2,151(1.20)

None

1,688

1,688

102

102 342

342

-

-

-

-

2,132
(1.19)

2,132(1.19)None(4) Manager name and distribution situation regarding employee bonus
Unit: NT$1,000
Title

Managerial
officer

Name

Chairman & CEO

Chih-Hung Ouyang

Vice President

Teng-Hung Lai

Chief Financial Officer

Sui-Chuan Lin

Sr. Director

Szu-Cheng Chen

Sr. Director

Chin-Wen Chuang.

Sr. Director

Yan-lun Peng

Stock
bonus

Cash
bonus

Total

Total amount as a percentage of earnings (%)

-

-

-

-

28

(5) Comparison of Remuneration for Directors, Supervisors, President and Vice
Presidents in the Most Recent Two Fiscal Years
Unit: NT$1,000
Brogent
2022
Ratio of total
remuneration to
net income (%)

Title
Total
Remunerations
to Directors
Remunerations
to Supervisors
Remunerations
to President,
and Vice
Presidents

All companies in consolidated statements
2022
2023

2023
Ratio of total
remuneration to
net income (%)

Total

Ratio of total
remuneration to
net income (%)

Total

Ratio of total
remuneration to
net income (%)

Total

2,884

(4.75)

3,630(2.02)

2,884(4.75)

3,630(2.02)

-

-

-

-

-

-

-

-

6,109

(10.06)

5,736(3.19)

6,109(10.06)

5,736(3.19)In the fiscal year 2023, director remuneration increased compared to fiscal year 2022 due to the addition of an
independent director. However, the total remuneration for the general manager and deputy general manager in fiscal
year 2023 decreased compared to fiscal year 2022. This decrease is attributed to Deputy General Manager Jyh-Jong
Hwang, whose title changed to Executive Assistant from April 1, 2022.

(6) The policies, standards, and portfolios for the payment of remuneration, theprocedures for determining remuneration, and the correlation with risks andbusiness performanceA.
Independent

Regardless of the company's profit or loss, the company can pay monthly
remuneration, and the remuneration committee will adjust it according to the

Director

degree of participation in the company's operations and the value of its
contribution, and submit it to the board of directors for approval.

B.
Director

According to the articles of association of the company, no more than 2% of
the annual profit will be used as the remuneration for the directors. However,if the company has accumulated losses, it should reserve the compensation
amount in advance. Their individual remuneration is authorized to the board of
directors according to their degree of participation in the company's operations
and contribution value, and are negotiated in accordance with the usual
standards in the industry.

C.
Manager

D.
Employee

The compensation committee of the company may determine the content andamount of the manager's salary based on the manager's degree of participationin the company's operations, the value of his contribution, and theachievement of performance goals, and participate in the industry's salarylevel.
Refer to the usual payment levels of relevant peers and listed companies toformulate reasonable salary measures to maintain the company's internal
fairness and external competitiveness. In addition, according to the company's

29articles of association, if the company makes a profit in the year, it shouldallocate 5% to 15% as employee remuneration. However, if the company still
has accumulated losses, it shall reserve the compensation amount in advance.

30

4. Implementation of corporate governance(1)Operations of the Board of Directors
1. In 2023, a total of 7 meetings of the Board of Directors were held in the most recent year.
The attendance was as follows:
Title

Name

Attendance in
By proxy Attendance rate (%)
personNote

Chairman

Chih-Hung Ouyang

7-

100.00Reelected on 2023.05.31，
Shall attend 7 tmies.

Director

Changchun
Investment Co. Ltd.
Representative:
Chih-Chuan Chen

7-

100.00Reelected on 2023.05.31，
Shall attend 7 tmies.

DirectorChin-Huo Huang

7-

100.00Reelected on 2023.05.31，
Shall attend 7 tmies.

Director

LARGOU MORI
CO., LTD.
Representative:
CHENG
SHENHAO

7-

100.00Reelected on 2023.05.31，
Shall attend 7 tmies.

Lewis Lee

6

1

85.71

Elected on,2023.05.31,
Shall attend 7 tmies.

Chih-Poung Liou

7-

100.00Elected on,2023.05.31,
Shall attend 7 tmies.

Jih-Ching Chiu

7-100.00Elected on,2023.05.31,
Shall attend 7 tmies.

Keng-Shin Lin

4-100.00Elected on,2023.05.31,
Shall attend 4 tmies.

Independent
Director
Independent
Director
Independent
Director
Independent
Director
Annotations:
1.

2.

3.
4.

1.Matters listed in the Securities and Exchange Act §14-3: The Securities and Exchange Act §14-3 is not beapplicable because the Company has established the Audit Committee. For relevant information,please refer to the “Audit Committee Meeting Status” in this Annual Report.
2.There were no other written or otherwise recorded resolutions on which an independent director had an
objection or reservation.
Regarding Directors who recuse themselves from discussion or voting on an agenda item in which they havean interest, their names, agenda items, reason for recusal, and voting on an agenda item shall be stated: Pleaserefer to the Opinions from all the directors in the record of Board of Directors’ Meetings:i). The 7th Board of Directors’ meeting of the 18th Session on January 13, 2023
1. Name of director: Chih-Hung Ouyang
2. Content of the proposal: 2022 Year-End bonus Recommendations for Chairman and managers.
3. Reasons for recusal and the participation in the voting：Director Ch i h -H u n g O u ya n g recused the meeting due t o conflict of interest and avoided the discussion
and resolution. The proposal as proposed was unanimously approved by all attending directors.
ii). The 8th Board of Directors’ meeting of the 4th Session on December 11, 2023
1. Name of director: Chih-Hung Ouyang
2. Content of the proposal: reviewed the proposal of this company’s “case of reinvestment company provide
an endorsement guarantee ”
3. Reasons for recusal and the participation in the voting：
The proposal as proposed was unanimously approved by all attending directors.
Director Chih-Hung Ouyang recused the meeting due to conflict of interest and avoided the discussion andresolution. The version of proposal was unanimously approved by all attending directors.
An evaluation of the goals set for strengthening the functions of the Board (e.g., setting up an auditing
committee and enhancing information transparency) and implementation status during the current and31

TitleName

Attendance in
By proxy Attendance rate (%)
personNote

immediately preceding fiscal years:(1) The operation of the Board of the Company complies with laws and regulations, the Articles ofIncorporation, and the Exercise of Powers of the resolutions in shareholders' meetings. All Directors adhere
to the principle of good faith and duty of care in addition to possessing the expertise, skills, and literacy
required for exercising their powers, in order to maximize benefits for all of their shareholders.
(2) To establish a favorable governing system for the Company's Board of Directors, a sound supervisionfunction, and strengthened management mechanism, the Company formulated the Board of Director
Meeting Agenda Regulations in accordance with Article 26-3 of the Securities and Exchange Act, including
agenda items, execution of operations, matters that should be recorded in meeting minutes, announcements,and other matters that should be adhered to, and the aforementioned shall be handled in accordance withthe formulated regulations.
(3) In addition to regularly conducting self-examination of the operation of the Board of Directors andreinforcing the functions of the Board, the Company requires its internal auditors to produce auditing
reports that describe the Board operations in order to conform with government regulations.

32

2. Evaluation performance of Operations of the Board of Directors
Frequencyofevaluation

Once a year

Evaluation period

2023.01.01~
2023.12.31

Scope of evaluation

Board of Directors
and individual board
menberMethod ofevaluation

Selfevaluation/
Remunerationcommittee

Content of evaluation
Including the situation of attending theboard meeting, understanding andarticipating in the discussion of the
proposal before the meeting, thesituation of interacting with the
management team, the situation ofobserving laws and codes of practice,the improvement of corporate
governance, the continuous study ofcourses related to corporate
governance, the situation ofunderstanding the company and the
management team and the industry ,Other projects designated by thecompetent authority or the board of
directors, etc.

Note：The Company's Rules for Performance Evaluation of Board of Directors was approved by the board of
directors on March 12, 2019, and it was stipulated that an internal board of directors' performance evaluation
should be conducted at least once a year. The Remuneration Committee is the review unit for the board of
directors' performance evaluation. The evaluation results were reviewed by the Remuneration Committee andreported to the Board of Directors for approval on January 23, 2024.

33

(2)1.Audit Committee Meeting Status
The Audit Committee has held 6 (A) meetings in the most recent year, the attendance of
the independent directors is as follows:
Title

Name

Attendance inpersonBy proxyAttendance rate
(%)

Note

Independent director

Lewis Lee

5

1

83.33

Shall attended 6 times.

Independent director

Chih-Poung Liou

6-

100.00

Shall attended 6 times.

Independent director

Jih-Ching Chiu

6-100.00

Shall attended 6 times.

Independent director

Keng-Shin Lin

4-100.00

Shall attended 4 times.

Other items to be recorded:
1.The operation of the Audit Committee shall state the board meeting’s date, period, content of the proposal, resolutionof Audit Committee and the company's opinion on resolution of Audit Committee if any of the following circumstances
occurs.

(i). Matterslisted in Article 14-5 of the Securities and Exchange Act

Audit
Committee

In the 1st
session of
the 18th
Audit
Committee
on Jan. 13,
2023

In the 1st
session of
the 19th
Audit
Committee
on Mar. 15,
2023

In the 1st
session of
the 20th
Audit
Committee
n May. 10,2023

Content of motion

1. Approved the company formulated the generalprinciples of the company's pre-approval nonconfirmation service policy.
2. Approved the Evaluation Plan of the
Independence of CPAs
3. Approved the appointment of Deloitte &Touche to handle the 2023&2024 annual
financial and tax report audit (review), certify andthe audit and non-audit fees.
1. The 2022 Statement on Internal Control.
2. The 2022 Business Report and Financial
Statements.
3. The case of the company's uncollectedaccounts receivable within 3 months of thenormal credit period in the fourth quarter of 2022
are not classified as capital loan cases.
4. The Chart of 2022 Deficit Compensation.
5. The Company's 2022 Capital Surplus Cash
Dividend.
1. The 2023 First Quarter Financial Report.
2. The case of the company's uncollectedaccounts receivable within 3 months of thenormal credit period in the first quarter of 2023
are not classified as capital loan cases.
3. The revision of company's the "Regulations
on Financial Business Transactions of Specific34

Article14-5 oftheSecurities andExchange Act ofthe ROC

Minutesof Audit
CommitteeCompany
reactionbase ontheopinion of
Audit
Committee

Independ
ent
directors’
objections,reservati
ons ormajor
suggestionsAllattendeesOf
Independ
ent
Directors
have noobjectionAllattendeesof
Directors
have noobjection

None.

V

V
V

V
V
V

V
V
V
V

V

TitleName

Attendance inpersonBy proxyAttendance rate
(%)

Note

Companies, Group Enterprises and Related
Persons".
In the 2edsession of
the 1th Audit
Committee
on Jun. 27,
2023

In the 2edsession of
the 2ed
Audit
Committee
on Aug. 9,2023

In the 2edsession of
the 3rd Audit
Committee
on Nov. 7,2023

In the 2edsession of
the 4th Audit
Committee
on Dec. 11,2023

1. The election of the convenor and meeting
chairperson of the second audit committee.
2. The company apply for entry into Ciaotou
Science Park.

V

1. The 2023 Second Quarter Financial Report.
2. The case of the company's uncollectedaccounts receivable within 3 months of thenormal credit period in the second quarter of 2023
are not classified as capital loan cases.
3. The evaluation case of the company's accounts
receivable and related contract assets (liabilities)
allowance losses.
4. The revision of the company's "self-assessment
operating procedures".
5. The land leasing case of Ciaotou Science Parkof our company.
1. The 2023 Third Quarter Financial Report.
2. The case of the company's uncollectedaccounts receivable within 3 months of thenormal credit period in the third quarter of 2023
are not classified as capital loan cases.
3. The company's capital increase in Brogent
Hong Kong Limited.
4. The company plans to handle the issuance ofthe fifth domestic secured convertible bonds.
5. The revision of the company's "internal audit
system".
6. The company's amendment to the "Regulations
for the Administration of Agents
7. The company's amendment to the "Preapproval review methods for Pre-Approved NonAssurance Service Policy".

VV

1. The 2024 Audit Plan.
2.The company's amendment to the "Preapproval review methods for Pre-Approved NonAssurance Service Policy".

V
V

V

V

V
V
V
V

V
V
V
V
V

(ii). Except the foregoing matters, other resolution not be approved by the audit committee but
approved by more than two thirds of all directors: None.
2. For the Independent Director’s recusal to the proposal with interest, the name of the independent
director, the content of the proposal, the reasons for recusal and the participation in the voting shall be
stated: None.
3. Communication between independent directors and internal audit supervisors and CPA (shall include
important matters,methods and results of communication on the company's financial and businessconditions)35

TitleName

Attendance inpersonBy proxyAttendance rate
(%)

Note

(i). The audit supervisor submits an audit plan report to the independent directors in the monthfollowing the completion of the audit items. The independent directors have no objections.
(ii). The independent director has no objection to the audit report of the audit supervisor.
(iii). The audit supervisor will report the audit plan for the next y ear before the end of each fiscal
year, and report it to the board of directors for resolution after being approved by the audit
committee.
(iv). The Company has provided contact telephone numbers and email addresses between independent
directors The Company has provided contact telephone numbers and email addresses between
independent directors (members of th(members of the Audit Committee) and internal audit
supervisors for direct contact and communication each other. e Audit Committee) and internal
audit supervisors for direct contact and communication each other. The audit supervisors of thecompany shall sit in each audit report of the board of directors and consult the The audit
supervisors of the company shall sit in each audit report of the board of directors and consult theindependent directors (members of the audit comindependent directors (members of the audit
committee).mittee).
(v). The company's annual internal control effectiveness assessment and internal control statement
shall be submitted to The company's annual internal control effectiveness assessment and internal
control statement shall be submitted to the Audit Committee for reviethe Audit Committee forreview.
(vi).The annual financial report and semiThe annual financial report and semi--annual financial reportof the company shall be submitted toannual financial report of the company shall be submitted tothe board of the board of directors for resolution after approval by more than onedirectors forresolution after approval by more than one--half of all members of the audit committee. Prior tothe half of all members of the audit committee. Prior to the review of the financial report, theAudit Committee will discuss and communicate with the CPA in advance about review of thefinancial report, the Audit Committee will discuss and communicate with the CPA in advanceabout the results of ththe results of the audit.e audit.

2. The Supervisor attendance was as follows
Not applied. The Company has established the Audit Committee to replace theSupervisors.

36

(3)Corporate governance implementation status and deviations from Corporate Governance Best-PracticePrinciples for TWSE/TPEx Listed Companies and reasons
Assessed areas

Yes

1. Does the company establish and disclose its
corporate governance principles in accordanceVwith the Corporate Governance Best-PracticePrinciples for TWSE/TPEx Listed Companies?
2. Shareholding structure & shareholders' rights(1) Does the company establish internal operatingprocedures
forhandling
shareholder
suggestions, questions, complaints or litigationand handled related matters accordingly?
(2) Does the company have a list of major
shareholders that have actual control over theCompany and a list of ultimate owners of those V
major shareholders?
(3) Does the company establish and implement risk
management and firewall systems between
the Company and its affiliates?
(4) Does the company establish internal rules
against insiders trading with undisclosed
information?
3. Composition and responsibilities of the Board of
Directors(1) Does the Board of Directors develop andimplement a diversified policy for thecomposition of its members?
V(2) Does the company voluntarily establish otherfunctional committees in addition to
remuneration committee and audit committee?

State of Operations
SummaryNo

Non-implementation and Its
Reason(s)Handled in accordance with Corporate GovernanceBest-Practice Principles for TWSE/GTSM Listed No discrepancy.
Companies.
(1) The Company has stock affairs specialists and astock affairs proxy agency to assist withhandling such affairs.
(2) Yes, according to the shareholders' registry
provided by the stock affairs proxy agency, andwe regularly report changes to the stock rights of No discrepancy.
our Directors, Supervisors, and managerial
officers.
(3) The Companyhas set up internal rules in the
Company’s Internal Control System and AffiliatedCorporations Management.
(4) The Company's operation is conducted according to
the extent of internal control.
(1) The Company has set up 8 seats for Directors(including 4 seats for Independent Directors).
(2) The Company has established a Remuneration
Committee and proposed recommendations
regarding the remunerations to its Directors,
Supervisors, and managerial officers.

37

No discrepancy.

Assessed areas

Yes(3) Has the Company established methodology forevaluating the performance of its Board of
Directors, on an annual basis, reported theresults of performance to the Board of
Directors, and use the results as reference fordirectors’ remuneration and renewal?
(4) Does the company regularly evaluate theindependence of CPAs?
4. Does the Company appoint competent andappropriate corporate governance personnel andcorporate governance officer to be in charge ofcorporate governance affairs (including but notlimited to furnishing information required forbusiness execution by directors, assistingV
directors’compliance of law, handling mattersrelated to board meetings and shareholders’meetings according to law, and recording
minutes of board meetings and shareholders’meetings)?
5. Does the company establish a communication
channel and build a designated section on its
website for stakeholders, and properly respond V
to corporate social responsibility issues ofconcern to the stakeholders?
6. Does the company designate a professional
shareholder service agency to deal with V
shareholder affairs?

State of Operations
No
Summary(3) The Company currently has no method forevaluating the performance of the Board of
Directors.

Non-implementation and Its
Reason(s)(4) The Company regularly evaluates theindependence of CPAs. The Company's CPAs
are hired by the Board of Directors at least once
per year, and they have no interest relationshipwith the Company and are strictly independent .

We arrange specific officers in charge of corporate
No discrepancy.
governance affairs

The Company has a spokesperson and representative
spokesperson who act as the communication channel No discrepancy.
for the Company.
The Company commissions the stock affairs agency
department of Taishin Securities Co., Ltd to handle No discrepancy.
shareholder affairs.

38

Assessed areas

Yes

7. Information disclosure(1) Does the company establish a corporate website
to disclose information regarding thecompany's financial, business and corporate
governance status?
(2) Does the company have other information
disclosure channels (e.g., maintaining an
English-language website, appointing
responsible people to handle informationcollection and disclosure, creating a
spokesperson system, webcasting investor
V
conference on the company website)?
(3) Does the Company announce and report theannual financial statements within two months
after the end of the fiscal year, and announce
and report the first, second, and third quarter
financial statements as well as the operating
status of each month before the prescribeddeadline?
8. Is there any other important information tofacilitate a better understanding of thecompany’s corporate governance practices(including but not limited to employee rights,
employee wellness, investor relations, supplierV
relations, rights of stakeholders, continuing
education of Directors and Supervisors, theimplementation of risk management policies andrisk evaluation standards, the implementation ofcustomer relations policies, and purchasing

State of Operations
SummaryNo

Non-implementation and Its
Reason(s)(1) Web address: www.brogent.com; the Company has
designated personnel to collect and disclose
Company information.
(2) Spokesperson: President Chih-Hung Ouyang;investors can also access the Company's
information regarding the company's financial,business and corporate governance status from
the Market Observation Post System.
No discrepancy.
(3) Handle within the prescribed time limit.

(1) Employee rights protection and employee caremeasures adopted by the Company: The
Company provides equal employment
opportunities, offers employee group insurance,
arranges health check ups regularly, andNo discrepancy.
establishes legal employee welfare committee toprotect employee rights. Furthermore, we
comply with law in enrolling every employee inlabor and health insurance and disburse pension
reserve funds to them. The Company establishes

39Assessed areas
insurance for Directors and Supervisors)?

Yes

State of Operations
Non-implementation and Its
Reason(s)No
Summary
appropriate channels for employees to file theircomplaint and values the importance of
employee training.
(2) The Company's relationship with its investors:
The Company holds shareholder meetings
according to law every year and adequately gives
its shareholders the chance to raise questions andmake proposals. In addition, we also have set up
spokespersons and representative spokespersonin accordance with law and designate them tohandle matters between the Company and its
investors. Moreover, the Company announcesand reports any information that should be
disclosed as required by the competentauthorities. Thus, information that potentiallyinfluences investor decisions is provided in realtime.
(3) The Company maintains a smoothcommunication channel with its suppliers andstakeholders, including partner banks, othercreditors, employees, and clients.
(4) Continuing education of Directors andSupervisors: The members of the Company's
Board of Directors possess professional
backgrounds and practical experience in business
management; they occasionally attend relevant
educational courses. The continuing education
status of the Board of Directors in 2022 and2023 to the print date of the Prospectuses are
displayed in the following table.
(5) Implementation status of risk management
policies and standard risk measures: The
40

State of Operations
Non-implementation and Its
Reason(s)Yes NoSummary
Company emphasizes the importance of risk
management, complies with relevant laws andregulations in executing various policies, andestablishes internal auditors who ensure that theexecution of relevant policies conforms toregulations.
(6) Accountability insurance for Directors andSupervisors: The Company has purchased
relevant accountability insurance for its
Directors, Supervisors, and managerial officers.
9.Please provide explanations for the improvement made according to the results of the corporate governance evaluation by the Corporate
Governance Center of Taiwan Stock Exchange during the most recent year, and details on the priority issues and measures for the areas yet to be
improved (not applicable to the companies not evaluated).
Assessed areas

In 2023, the company’s corporate governance focus on improving the interests of shareholders. The company will continue to strengthen the
structure and operation of the Board of Directors, reinforce the function of the Board of Directors and enhance the quality of disclosure for nonfinancial information to strengthen the corporate governance information.
Note：The items in auditor’s qualifications and independence assessment form are as follows:：
1. As of the latest audit, there have been no circumstances where no replacement had happened for seven years.
2. There is no major conflict of financial interests with the client.
3. To avoid having any inappropriate relationship with the client.
4. The CPAs should ensure that their assistants are honest, fair, and independent.
5. The CPA cannot audit the financial statements for organizations they served for within two years before they took the job.
6. The CPAs’ name cannot be used by others.
7. The CPA does not hold any stocks of the Company or its affiliated enterprises.
8. The CPA does not loan money from the Company or its affiliated enterprises.
9. The CPA has no joint investment or profit-sharing relationship with the Company or its affiliated enterprises.
10. The CPA does not concurrently hold a regular position in the Company or its affiliated enterprises and receive fixed salary.
11. The CPA does not involve the managerial decision-making of the Company or its affiliated enterprises.
12. The CPA has not engaged in any other business that could compromise their independence.
13. The CPA is not the spouse or a relative within second degree in kinship with the management personnel of the Company.

41

State of Operations
Summary

Assessed areas

Non-implementation and Its
Reason(s)Yes No14. The CPA has not received any commission related to the business.
15. As for now, there have been no incidents of the CPA disciplinary action or damage to the principle of independence.
The Audit Committee and the Board of Directors of the Company approved that the CPAs meet the requirements of independent assessment, the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies " and AQIs on January 23, 2024.

42

The Continuing Education Status of Directors and Supervisors in 2023 and 2024 to the date ofthis Annual Report
Title
Name
Organizer
Course name
Hours
Legal Issues Relating to ESG
for Consideration by the Board 3 hours
Taiwan Corporateof Director
Chih-Hung
ChairmanGovernanceOuyangIntegrity Management, AntiAssociation
corruption and Corporate
3 hours
GovernanceAccounting
ChangchunCorporate Governance andResearch and3 hours
Investment Co.
Securities Regulations
Developmen
Ltd.
Director
Representative: Taiwan Corporate Trends and Challenges in
Chih-Chuang
Governance
Information Security
3 hours
Chen
Association
Governance
Legal Issues Relating to ESG
for Consideration by the Board 3 hours
Taiwan Corporateof Director
Chin-Huo
Director
Governance
Huang
Integrity Management, AntiAssociation
orruption and Corporate
3 hours
Governance
Legal Issues Relating to ESG
LARGOU
for Consideration by the Board 3 hours
MORI CO.,Taiwan Corporateof Director
LTD
Director
Governance
Representative
Integrity Management, AntiAssociation
CHENG
orruption and Corporate
3 hours
SHENHAO
Governance
Legal Issues Relating to ESG
for Consideration by the Board 3 hours
Taiwan Corporateof Director
Independent
Lewis Lee
GovernanceDirector
Integrity Management, AntiAssociation
orruption and Corporate
3 hours
Governance
Legal Issues Relating to ESG
for Consideration by the Board 3 hours
Taiwan Corporateof Director
Independent
Chih-Poung
GovernanceDirector
Liou
Integrity Management, AntiAssociation
orruption and Corporate
3 hours
Governance
Legal Issues Relating to ESG
for Consideration by the Board 3 hours
Taiwan Corporateof Director
Independent
Jih-Ching Chiu
GovernanceDirector
Integrity Management, AntiAssociation
orruption and Corporate
3 hours
GovernanceInsider Equity Publicity
Taiper Exchange Briefing of the TPEx/ESB
3 hours
Listing Companies
IndependentKeng-Shin Lin
Director
DigitalESG Development Trends andGovermance
Digital Transformation
3 hours
Association
Strategies

43

The Continuing Education Status of Directors and Supervisors in 2023 and 2024 to the date ofthis Annual Report
Title
Name
Organizer
Course name
Hours
Legal Issues Relating to ESG
for Consideration by the Board 3 hours
Taiwan Corporateof Director
Governance
Legal Issues Relating to ESG
Association
for Consideration by the Board 3 hours
of Director

44(4) If the company has established a remuneration committee, it shall disclose thecomposition, duties, and operation of the committee
1. Members of the Compensation Committee
Conditions
Identity

Professional
qualifications
and experience

Independent status

Name

Convenor andChih-Poung
independentLiou
director

Independent
Director

Lewis Lee

Independent
Director

Jih-ChingChiu(1) Not an employee of the Company or any of its
affiliates.
(2) Not a director or supervisor of the Company or any of
its affiliates.
(3) Not a natural-person shareholder who holds shares,
together with those held by the person's spouse, minor
children, or held by the person under others' names, inan aggregate of one percent or more of the total
Please refer to 4. number of issued shares of the Company or ranking in
Disclosure of
the top 10 in holdings.
information on (4) Not a spouse, relative within the second degree ofprofessional
kinship, or lineal relative within the third degree of
qualifications of kinship of a managerial officer under subparagraph 1
directors andor any of the persons in the preceding two
independence of subparagraphs.
independent(5) Not a director, supervisor, or employee of a corporate
directors on
shareholder that directly holds five percent or more ofpage 19-21 forthe total number of issued shares of the company, or
the relevantthat ranks among the top five in shareholdings, or that
content.
designates its representative to serve as a director orsupervisor of the company under Article 27, paragraph
1 or 2 of the Company Law.
(6) If a majority of the company's director seats or voting
shares and those of any other company are controlled
by the same person: not a director, supervisor, or
employee of that other company.
(7) If the chairman, general manager, or person holding
an equivalent position of the company and a person in45

Number of other publiccompanies in which theindividual is concurrently
serveing as the
Remuneration Committee
member

NONE

3

NONE

Conditions
Identity

Professional
qualifications
and experience

Independent status

Name

Independent
Director

Keng-ShinLin

any of those positions at another company or institution
are the same person or are spouses: not a director (orgovernor), supervisor, or employee of that othercompany or institution.
(8) Not a director, supervisor, officer, or shareholder
holding five percent or more of the shares, of a
specified company or institution that has a financial or
business relationship with the company.
(9) Not a professional individual who, or an owner,
partner, director, supervisor, or officer of a sole
proprietorship, partnership, company, or institution
that, provides auditing services to the company or any
affiliate of the company, or that provides commercial,legal, financial, accounting or related services to thecompany or any affiliate of the company for which theprovider in the past 2 years has received cumulativecompensation exceeding NT$500,000, or a spouse
thereof.
(10)Not having a marital relationship, or a relative within
the second degree of kinship to any other director of
the Company.
(11)Not been a person of any conditions defined in Article 30 of
the Company Law.
(12)Not a governmental, juridical person or its representative as
defined in Aticle 27 of the Companyt Law.

46

Number of other publiccompanies in which theindividual is concurrently
serveing as the
Remuneration Committee
memberNONE

2. State of operations of the compensation committee(A) The Compensation Committee comprises 4 members.
Current term of office: June 27, 2023–May 30, 2026; a total of 4 (A) meetings of theCompensation Committee were held in the most recent year. The members'
qualifications and attendance were as follows:
Title

Name

ConvenorChih-Poung Liou
Independent Director,
Independent Director, Lewis Lee
Independent Director, Jih-Ching Chiu
Independent Director,

Keng-Shin Lin

Attendance inpersonBy proxy Attendance rate (%)
Frequency

Note

4

-

100.00

Shall attended 4 times.

3
4

1
-

75.00
100.00

Shall attended 4 times.

2-

100.00

Shall attended 2 times.

Shall attended 4 times.

Other matters that require reporting:
1. If the Board of Directors did not adopt or revised the recommendations of the compensation committee, describe thedate of the board meeting, term of the board, agenda item, resolutions adopted by the board, and actions taken by thecompany in response to the opinion of the compensation committee (if the remunerations approved by the Board of
Directors are better than those recommended by the compensation committee, describe the difference and reasons):
None.
2. If with respect to any resolution of the compensation committee, any member has a dissenting or qualified opinion thatis on record or stated in a written statement, describe the date of committee meeting, term of the committee, agenda
item, opinions of all members, and actions taken by the company in response to the opinion of members: None.

47

(5) 1、Sustainable Development Implementation Status as Required by the Taiwan Financial Supervisory
Commission
Assessed areas

Yes

State of Operations
SummaryNo

Non-implementation and Its
Reason(s)1. Does the Company have a governance structure forsustainability development and a dedicated(or ad-hoc) sustainable development organization withV
Board of Directors authorization for senior
management, which is reviewed by the Board of
Directors?

The President Office was in charge of promoting
CSR, and is still committed to the implementation of No discrepancy.
social responsibility.

2. Does the Company follow materiality principle toconduct risk assessment for environmental, social andcorporate governance topics related to company
operation, and establish risk management related
policy or strategy?

Brogent has formulated the “Sustainable
Development Best Practice Principles”. Regularly
hold Employee Code of Conduct, Self-defense
Firefighting Team Training, Information Security, No discrepancy.
Sexual Harassment Prevention and other social
responsibility-related education training andadvocacy.

V

3. Environmental issue(1) Does the company establish a proper environmental
management system based on the characteristics of
the industry?
(2) Does the company endeavor to improve theefficiency of resource utilization and use recycledmaterials which have a low impact on theenvironment?
V(3) Does the Company evaluate current and futureclimate change potential risks and opportunities andtake measures related to climate related topics?
(4) Does the Company collect data for greenhouse gas
emissions, water usage and waste quantity in thepast two years, and set energy conservation,
greenhouse gas emissions reduction, water usage(1) Yes the company has set up environmental
management and discloses relevant information
on its website.
(2) The Company generally endeavor to increase theefficiency of resource utilization and use
environmentally friendly materials as much as
possible to reduce the impact on the
No discrepancy.
environment.
(3) For the potential risks and opportunities casuedby climate change from now on, Brogent has
especially isured to amortize the property
damage. We are aggressively devoted ourselves
to researching and developing the indoor
amusement (training) facilities and hopefully48

Assessed areas

Yes

reduction and other waste management policies?

4. Social issue(1) Does the Company set policies and procedures incompliance with regulations and internationallyrecognized human rights principles?
(2) Has the Company established appropriately
managed employee welfare measures (include
salary and compensation, leave and others), and link
operational performance or achievements with
employee salary and compensation?
(3) Does the Company provide employees with a safeand healthy working environment, with regular V
safety and health training?
(4) Has the Company established effective careerdevelopment training plans?
(5) Does the Company’s product and service comply
with related regulations and international rules forcustomers’ health and safety, privacy, sales,
labelling and set polices to protect consumers’
rights and consumer appeal procedures?
(6) Does the Company set supplier management policy
and request suppliers to comply with relatedState of Operations
SummaryNo

Non-implementation and Its
Reason(s)we can create commercial opportunities under
the influence of extreme weather.
(4) The company regularly monitors the air qualityof the office environment, uses LED lighting
and solar power generation devices, and installs
energy-saving central air-conditioning control
systems and full heat exchangers to effectively
maintain air quality and energy-saving andcarbon-reduction purposes, and exposes energy
use on the company's website With an overview
of greenhouse gas emissions.
(1) The company follows international principles,
respects internationally recognized basic humanrights, including caring for vulnerable groups,
prohibiting child labor, eliminating employment
and employment discrimination, etc., andabides by labor-related laws and regulations
where the company is located.
(2) The Company adheres to the labor regulations in
the Labor Standards Act to protect employees'
legal rights. In addition, the Company disburses No discrepancy.
pension fund and labor welfare fund inaccordance with law. Concurrently, theCompany and its employees have alsoestablished employee welfare committee andhold employer–employee meetings to
implement various welfare activities andcoordinate employer–employee relationship,
thereby promoting matters related to employer–
employee cooperation.
(3) The Company endeavors to provide a safe and49

Assessed areas

Yes

standards on the topics of environmental,
occupational safety and health or labor right, andtheir implementation status?

5. Does the Company refer to international reporting
rules or guidelines to publish Sustainability Report
to disclose non-financial information of theCompany? Has the said Report acquire third party

V

State of Operations
SummaryNo

Non-implementation and Its
Reason(s)healthy working environment and provide
employees with regular safety and healthtraining.
(4) The company's training plan is based onsupervisors / general employees, taking regulartraining / unscheduled training, and dependingon the content of each department, in order toeffectively train employees' related capabilities.
(5) The company has a customer service department
dedicated to handling consumer rights
protection and appeals.
Company products are designed andmanufactured in accordance with standard
regulations of various countries. These products
have also been certified by the following:
China: GB-8408 Amusement Device Safety
Code(Amusement device satety Cood)Europe: EN-13814(Fairground and amusementpark machinery and Structure-Safety)
USA and Canada: ASTM-F2291 (Standard
Practice for Design of Amusement and
Devices)(6) YES, a list of supplier evaluation standards wasadded. The Company upholds the principle ofethical corporate management and collectively
cooperate with the suppliers in development
projects to facilitate coexistence and collective
prosperity.
The company has prepared corporate sustainability
report with reference to internationally-prepared
No discrepancy.
reporting standards or guidelines and the Report
was certified by the British Standards Institution
50

Assessed areas

Yes

State of Operations
SummaryNo

Non-implementation and Its
Reason(s)verification or Statement of assurance?

in accordance with Type 1 assurance in AA1000AS
v3.
6.If the Company has established its sustainable development code of practice according to “Listed Companies Sustainable Development Code ofPractice,” please describe the operational status and differences.: Not applicable.
7. Other important information to facilitate better understanding of the Company’s implementation of sustainable development:
The Company discloses relevant information regarding its corporate social responsibility on its website, annual report, the prospectuses, and sustainability
report.

2、Climate-Related Information of TWSE/TPEx Listed Company(1) Implementation of Climate-Related Information
Item

Implementation status

The Board of Directors as the highest governance body on climate change, which is responsible
for guiding the Company's response and decision-making on climate change, determining thescope, specifications and approval levels of climate risk management, and is responsible for
ensuring and supervising the effective implementation of the overall risk management system.
1. Describe the board of directors' and management's Brogent's chairman serves as the chairperson of the senior management meeting, discusses andoversight and governance of climate-related risks and makes decisions related to the Company's climate change with senior managers of each
opportunities.
department, and reports to the board of directors every year including climate change and otherrelated implementation results, as well as through biweekly group communication meeting andparticipate in ESG courses from time to time to discuss potential climate risks and preventive
measures to ensure the promotion and implementation of work related to corporate sustainable
development.
Impacts of Climate Risk
2. Describe how the identified climate risks andMedium-term:
opportunities affect the business, strategy, and
1. Government regulations have increased relevant requirements, thereby increasing thefinances of the business (short, medium, and long
operating costs of countermeasures.
term).
2. If regulations stipulate administrative penalties for companies that fail to achieve carbon
reduction targets, the company may face fines and increase operating costs when fails to

51

Item

3. Describe the financial impact of extreme weather
events and transformative actions.

Implementation statusachieve the targets.
Long-term:
1. Rising temperatures can easily cause equipment to overheat and shut down, which in turnaffects relevant information services or service interruptions, resulting in increased operating
costs.
2. As the temperature rises, it is necessary to strengthen the control of electricity consumption,such as affecting the frequency of air conditioning use, resulting in increased operating costs.
Impacts of Climate Opportunity
Short-term:
1. Develop low-carbon products and services through diversified innovative design, use
renewable energy and materials to reduce energy costs.
2. Develop new products to attract clients, shorten contract transaction cycles, thereby
increasing revenue.
3. Introduce entertainment systems into multiple fields to increase revenue through diversified
development.
4. The services and products provided are combined with the theme of sustainability to create
more diversified service content, thereby increasing revenue.
Medium-term:
1. Reduce energy costs through renewable energy power generation and energy-efficient plans,
and the Company can obtain profits from the sale of electricity and carbon credit to increase
revenue.
1. Regarding the financial impact of extreme weather and transition actions, details are as
explained in item 2 above.
2. Brogent will continue to insure with particular average(WPA); each responsible units
continue to pay attention to and track changes in relevant laws and regulations; Regularly keep
abreast of raw material market every month, closely contact with suppliers to understand theprice increase information, and adopt advance procurement or quantity pricing; strategies suchas reusing exhibited items and optimizing assembly procedures, and reducing related
consumable costs to reduce the impact of climate risk factors on Brogent's value. Furthermore,
Brogent regularly conduct scenario analysis to refine climate risk appetite to monitor thefinancial impacts of extreme climate risks.
3. In order to properly manage the long-term average temperature rise, the risk of litigation

52

Item

Implementation status

related to policies and regulations, and strengthen the supervision of risks related to existingproducts and services, Brogent will incorporate the risk of climate change into its operational
decision-making, identify and manage risks, and we face the crisis of global warming andresource depletion at the same time, we will fully respond to the trend of energy-efficient andcarbon reduction and carry out mitigation and adaptation actions.
Brogent's climate risk management process is mainly divided into four major steps, which aredescribed as follows:
Brogent conducts climate change discussions, information collection, and risk and opportunity
assessments through the Climate Change Risks and Opportunities Research Conference,
including:
1. Set climate change scenarios: Two climate change scenarios.
4. Describe how climate risk identification,
2. Assess the impact of operating environment: Assess the impact of climate change on theassessment, and management processes are integrated
operating environment and stakeholders.
into the overall risk management system.
3. Identify climate risks and opportunities: Establish a risk and opportunity matrix to identify
climate change risks and opportunities.
4. In order to monitor risk exposure and resilience, we discuss potential climate risks andpreventive measures through biweekly group communication meeting and participate in ESG
courses from time to time, and report climate change-related implementation results to theboard of directors every year.
5. If scenario analysis is used to assess resilience to
Climate change risk simulation is carried out in two scenarios: The SSP 5-8.5: warming to 6°C
climate change risks, the scenarios, parameters,
and SSP 1-2.6: warming to 2°C in the Intergovernmental Panel on Climate Change (IPCC)
assumptions, analysis factors and major financial
Sixth Assessment Report. In the future, we will conduct dynamic analysis and assessment based
impacts used should be described.
on the extent to which climate change affects the Company.
1. Set the time needed to achieve short-term targets as less than three years, medium-termtargets as between three and five years, long-term targets as more than five years on the basis of
6. If there is a transition plan for managing climatethe existing internal target management schedule. Continuously identify and evaluate potential
related risks, describe the content of the plan, and the climate change risks and opportunities.
indicators and targets used to identify and manage
2. Continue to improve the company's system and conduct self-examinations to strengthen
physical risks and transition risks.
colleagues' awareness and management of climate change risks.
3. Please refer to 5.4 Environmental Protection in the 2023 Sustainability Report for
management related to climate change.

53

Item
7. If internal carbon pricing is used as a planning tool,
the basis for setting the price should be stated.
8. If climate-related targets have been set, theactivities covered, the scope of greenhouse gas
emissions, the planning horizon, and the progressachieved each year should be specified. If carbon
credits or renewable energy certificates (RECs) areused to achieve relevant targets, the source andquantity of carbon credits or RECs to be offset shouldbe specified.

Implementation status
Brogent has not used internal carbon pricing.

In order to achieve the targets of reducing greenhouse gas emissions by 0.25% annually,
Brogent continues to improve the company's systems and conduct:
1. Employ a centralized air conditioning control system and LED lights to effectively reduce
power consumption year by year.
2. Prioritize battery electric vehicle or hybrid electric vehicle for company vehicles (including
scooters) to reduce gasoline consumption.
3. Set up an electric scooter charging station to increase employees' willingness to switch toelectric scooters and contribute to the reduction of local carbon emissions.
1. Brogent is a company with capital of less than NTD 5 billion, which have not yet beenrequired to disclose greenhouse gas inventory and assurance information. Brogent's greenhousegas inventory schedule will be planned to conduct verification in 2025 and implement assurance
in 2027.
2. In order to achieve the target of reducing greenhouse gas emissions by 0.25% annually,
Brogent continues to improve the Company's system and conduct self-examinations, implement
9. Greenhouse gas inventory and assurance status and energy-efficient actions, support renewable energy power generation, integrate sustainablereduction targets, strategy, and concrete action plan
product thinking into R&D and design and other carbon reduction actions, and strengthen(separately fill out in points 1-1 and 1-2 below).
colleagues' awareness and management of climate change risks, and with annual reference toversion 6.0.4 of the Greenhouse Gas Emission Factor Management Table of the Environmental
Protection Administration of the Executive Yuan and the electricity emission factor announced
by the Bureau of Energy, Ministry of Economic Affairs in the previous year, it is estimated thescope 1 and 2 greenhouse gas emissions of the Kaohsiung headquarters and 100% owned
manufacturing center (Taoyuan Plant) with full operational control and Taipei office to track
management effectiveness.

(2) Greenhouse Gas Inventory and Assurance Status for the Most Recent 2 Fiscal Years
 Greenhouse Gas Inventory Information：Preparing.
 Greenhouse Gas Assurance Information：Preparing.
(3) Greenhouse Gas Reduction Targets, Strategy, and Concrete Action Plan：Preparing.

54

(6) Implementation of ethical corporate management and deviations from ethical corporate managemen BestPractice Principles for TWSE/TPEx Listed Companies and reasons
Assessed areas
1. Establishment of ethical corporate management policy
and approaches(1) Does the company have a clear ethical corporate
management policy approved by its Board of Directors,
and bylaws and publicly available documents
addressing its corporate conduct and ethics policy andmeasures, and commitment regarding implementationof such policy from the Board of Directors and the top
management team?
(2) Whether the company has established an assessment
mechanism for the risk of unethical conduct; regularly
analyzes and evaluates within a business context, thebusiness activities with a higher risk of unethicalconduct; has formulated a program to prevent unethicalconduct with a scope no less than the activitiesprescribed in paragraph 2, Article 7 of the EthicalCorporate Management Best Practice Principles for
TWSE/GTSM Listed Companies?
(3) Whether the company has established relevant policies
that are duly enforced to prevent unethical conduct,
provided implementation procedures, guidelines,
consequences of violation and complaint procedures,and periodically reviews and revises such policies?

State of Operations
Yes

V

No

Summary

Causes for the Difference(1) The Company strictly adheres to the laws andregulations stipulated in the Company Act,
Securities and Exchange Act, Business Entity
Accounting Act, and other regulations for listed
and OTC companies. The Company has
formulated internal control systems according toregulations, established internal auditing office,and ensured the effective implementation of
relevant operations, to realize the fundamental
concepts of ethical corporate management.
(2) The Company has formulated Ethical Corporate
Management Principle according to the EthicalCorporate Management Best Practice Principles
for TWSE/GTSM Listed Companies and
No discrepancy.
promoted the importance of ethical code of
conduct, educating each employee on thecompany's core value and compliance systems.
The Company regularly offers training
programs.
(3) The Company requires its Directors, managerial
officers, and employees to refrain fromengaging in bribery or providing illegal
political donations during a business activity.
The Company stipulates that they may notdirectly or indirectly provide or receive
unreasonable gifts, treatments, or otherimproper benefits to prevent employees from55

Assessed areas

State of Operations
Yes

No

Summary

Causes for the Difference

pursuing personal interests at the expense of
the company's rights and interests.
2. Implementation of ethical corporate management(1) Does the company evaluate the ethical records of parties
it does business with and stipulate ethical conduct
clauses in business contracts?
(2) Whether the company has set up a unit which isdedicated to promoting the company’s ethical standards
and regularly (at least once a year) reports directly to theBoard of Directors on its ethical corporate management
policy and relevant matters, and program to prevent
unethical conduct and monitor its implementation?
(3) Does the company establish policies to prevent conflictsof interest, provide appropriate channels for filingrelated complaints and implement the policies
accordingly?
(4) To implement relevant policies on ethical conducts, has
the company established effective accounting andinternal control systems, audit plans based on theassessment of unethical conduct, and have its ethicalconduct program audited by internal auditors or CPA
periodically?
(5) Does the company hold internal and external
educational trainings on operational integrity regularly?

V(1) The Company's clients and suppliers are mostly
well-known
companies
whose
ethicalmanagement information is easily accessible.
When signing a business contract, the contract
also incorporates regulations regarding ethicalmanagement.
(2) Sustainable Development Best PracticePrinciplesIn order to improve the management ofintegrity operation, Chairman’s Office of thisCompany is responsible for the formulation of
the integrity operation policy and prevention
plan, and is supervised and implemented by theauditing unit and regularly reports to the Board
No discrepancy.
of Directors. This time reported the situation of
execution to the Board of Directors on Dec. 11,
2023.
In 2023, the company held two sessions of
Employee Behavior Education Training Course,which is a mandatory course for all employees.
This training course covers topics including
conflict of interest avoidance, antitrust
prevention, insider trading prevention andworkplace conduct. The courses lasted with 290
participants and 435 hours in total. Employees
are required to pass a quiz after the course.
(3) The Company has an Internal Material
Information Processing Operating Procedure,
56

Assessed areas

State of Operations
Yes

No

Summary

Causes for the Difference

specifying that Directors, managerial offices, andemployees may not leak internal material
information to others, inquire the company's
internal material information from others, or
collate unpublished internal material informationof companies that are irrelevant to their job
duties. They are also prohibited from leaking thecompany's unpublished internal material
information to others.
(4) To implement ethical management, theCompany has established effective accounting
system and internal control system, and hasinternal auditors regularly check the situation
regarding compliance with the aforementioned
systems. To implement ethical management, theCompany has established effective accounting
system and internal control system, and hasinternal auditors regularly check the situation
regarding compliance with the aforementioned
systems.
(5) The Company promotes the concepts of
ethical management in Director training and
Employee behavior education training
course managerial meetings.
3. Operation of whistleblowing system(1) Does the company establish concrete whistleblowing
and reward system and have a convenient reporting
channel in place, and assign an appropriate person tocommunicate with the accused?
(2) Whether the company has established standard

V(1) Brogent has formulated the “Reporting Policy of
Unlawful or Unethical Actions”, if you find any
No discrepancy.
violation of company policies or laws, you can
notify Brogent through legal channels or theofficial website.
57

Assessed areas
operation procedures for investigating the complaints
received, follow-up measures after investigation arecompleted, and ensuring such complaints are handled ina confidential manner?
(3) Does the company provide proper whistleblower
protection?

State of Operations
Yes

No

Summary

Causes for the Difference(2) Yes. Brogent received the investigation
processing procedures for reported incidents
were also detailed on our Company's website. Set
up a unified dedicated external e-mail mailbox(legal@brogent.com), reports of businessconduct and complaints on the official website
are sent and received through the dedicatedmailbox.
(3) Brogent maintain strict confidentiality withrespect to the source of the report and investigate
all information, as well as take special measures
to protect whistleblowers, so as to reduce such
incidents as corruption and malfeasance.

4. Enhancing information disclosure
Does the company disclose information regarding the
The Company has set up a website for disclosing
company's ethical corporate management principles andV
No discrepancy.
corporate governance information.
implementation status on its website and the Market
Observation Post System?
5. If the company has established Ethical Corporate Management Principles in accordance with the "Ethical Corporate Management Best Practice Principles
for TWSE/TPEx Listed Companies", describe any discrepancy between the principles and their implementation: None.
6. Other important information to facilitate a better understanding of the company's implementation of ethical corporate management: (e.g., inspect andrevise existing ethical management principles) None58

(7) If the company has established corporate governance principles andrelated guidelines, disclose the means of accessing this information:
The company has formulated the "Corporate Governance Best Practice Principles" and related
regulations, which have been disclosed on the company's website. In the future, relevant
information will be disclosed on the company's website and public information observation
station according to the actual operating conditions.

(8) Other significant information which may improve the understanding ofcorporate governance and operation: None.
(9) The following matters pertaining to the implementation status of internal
control systems should be disclosed:
1. Statement on Internal Control: (Please refer to Appendix 1).
2.The Company engages an accountant to examine its internal control system, disclose the CPA
examination report: None.

(10) Penalty against the company or its internal personnel, or any
disciplinary penalty by the company against its internal personnel for
violation of the internal control system, during the most recent fiscal
year or during the current fiscal year up to the publication date of theannual report, where the result of such penalty could have a material
effect on shareholder equity or securities prices, the annual report shalldisclose the penalty, the main shortcomings, and condition of
improvement: None.

59

(11) Important resolutions adopted in shareholders meeting and Board of
Directors' meeting in the past year and up to the date of report.
1. Shareholder’s Meeting
Date

Key issues in summary

Outcome of resolution

Facts of implementation

Reporting Items(1) 2022 Business Report(2) 2022 Supervisor’s Audit
Report(3) The Proposal for 2022 All items passed and executed as
Cash distribution of Capital scheduled.
Surplus.
(4) The status of issuing
corporate bonds is hereby
submitted for review.

2023.05.31(Shareholders’
regularmeeting)

Passed Items(1) 2022 Business Report
and Financial Statements

The balloting outcome including
votes exercised through electronic
voting: 43,406,288 pro votes ,Reports and statements
accounting for 96.83% of the
distributed to shareholders
aggregate total votes; 13,853 conaccording to relevant laws andvotes, 0 invalid vote, abstention/
regulations
Non-voting votes: 1,405,071 votes.
The present issue is duly resolved
exactly as proposed.

(2) 2022 Deficit
Compensation Statement

The balloting outcome including
votes exercised through electronic
voting: 43,395,781 pro votes ,Reports and statements
accounting for 96.81% of the
distributed to shareholders
aggregate total votes; 22,348 conaccording to relevant laws andvotes, 0 invalid vote, abstention/
regulations
Non-voting votes: 1,407,083 votes.
The present issue is duly resolved
exactly as proposed.

60

Date

Key issues in summary

Outcome of resolution

Facts of implementation

The list of elected Direct:
Chih-Hung Ouyang, elected56,403,675 votes.
Chang chun Investment Co., Ltd.
Representative Chih-Chuan Chen,elected 49,458,268 votes.
Chin-Huo Huang, elected
47,987,319 votes.
LARGOU MORI CO., LTD.
Matters for Discussion and Representative CHENG
Executed as resolved, theSHENHAO, elected 44,178,882
Votes
company has announced on
votes.
MOPS.
(1) By-election of director The list of elected Independen
Direct:Lewis Lee, elected 38,924,783
votes.
Chih-Poung Liou, elected
37,098,865 votes.
Jih-Ching Chiu, elected 36,588,936
votes.
Keng-Shin Lin, elected 35,906,452
votes.
The balloting outcome including
votes exercised through electronic(2) The proposal for lifting voting: 43,368,948 pro votes ,the ban on competition
accounting for 96.75% of the
The issue had been duly
between newly elected
aggregate total votes; 29,626 con completed in enforcement
Directors and theirvotes, 0 invalid vote, abstention/ exactly as amended.
representatives.
Non-voting votes: 1,426,638votes.
The present issue is duly resolved
exactly as proposed.

2.Board of Directors’ MeetingDate2023.01.13

ProposalOpinions from all the independent
directors and the company’s
response to such opinions

Approved the Year-End Bonus Disbursement and Manager
Year-End Bonus.
Approved the grade adjustment and salary proposal of thecompany's managers.
Approved the Attendance Fee for the Directors Attending
the Board of Directors or Shareholders' meeting.
Approved the company's independent directors' the
remuneration of directors, the attendance fee of the Audit
Committee and the Remuneration Committee.
Approved the company formulated the general principlesof the company's pre-approval non-confirmation service
policy.
Approved the Evaluation Plan of the Independence of
CPAs.
Approved the appointment of Deloitte & Touche to handle
the 2023&2024 annual financial and tax report audit(review), certify and the audit and non-audit fees.
Approved the "third and fourth domestic unsecured

Opinion from independent
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present

61

Date

2023.03.15

2023.05.10

2023.05.31

Proposalconvertible bonds" by base date of capital increase forissuance of new shares from November 1st to December
31st,2022.
Approved the Financing Application Plan.
Approved the company's greenhouse gas inventory andverification schedule progress report.
Approved the 2022 Statement on Internal Control.
Approved the 2022 Business Report and Financial
Statements.
Approved the case of the company's uncollected accounts
receivable within 3 months of the normal credit period in
the fourth quarter of 2022 are not classified as capital loancases.
Approved the Chart of 2022 Deficit Compensation.
Approved the Company's 2022 Capital Surplus Cash
Dividend.
Approved the Proposal of Authorized amount of Loans by
the Company to its Subsidiaries.
Approved the Liability Insurance Renewal Plan for the
Directors and Managers.
Approved the company's comprehensive re-election of
directors.
Approved the company's nomination of director
candidates.
Approved the proposal for lifting the ban on competition
between newly elected directors and their representatives.
Approved the salary adjustment proposal of the company's
managers.
Approved the "third and fourth domestic unsecured
convertible bonds" by base date of capital increase forissuance of new shares from January 1st to February 28th,2023.
Approved the amendment of the company's "Approval
Authority Form".
Approved the company's greenhouse gas inventory andverification schedule progress report and the groupsubsidiary's greenhouse gas inventory and verification
schedule progress plan.
Approved the change in the amount of funds used of the"third and fourth domestic unsecured convertible bonds"
issued by the company in 2020.
Approved the Proposed Calling of 2023 General
Shareholders' Meeting.
Approved the 2023 First Quarter Financial Report.
Approved the case of the company's uncollected accounts
receivable within 3 months of the normal credit period in
the first quarter of 2023 are not classified as capital loancases.
Approved the revision of company's the "Regulations on
Financial Business Transactions of Specific Companies,
Group Enterprises and Related Persons".
Approved the company plans to apply for financing linefrom the financial institutions.
Approved the "third and fourth domestic unsecured
conversion of corporate bonds" by base date of capitalincrease for issuance of new shares from March 1 to March
31,2023.
Approved the company's greenhouse gas inventory andverification schedule plan.
Approved the company's election of chairman .
62

Opinions from all the independent
directors and the company’s
response to such opinions

Opinion from independent
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present

Opinion from independent
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present

Opinion from independentDate2023.06.27

2023.08.09

2023.11.07

2023.12.11

ProposalApproved the company apply for entry into Ciaotou
Science Park.
Approved the Amendment to "Remuneration Committee
Organization Rules".
Approved the company appoints to the remunerationcommittee.
Approved the 2023 Second Quarter Financial Report.
Approved the case of the company's uncollected accounts
receivable within 3 months of the normal credit period in
the second quarter of 2023 are not classified as capital loancases.
Approved the evaluation case of the company's accounts
receivable and related contract assets (liabilities) allowancelosses.
Approved the revision of the company's "self-assessment
operating procedures".
Approved the land leasing case of Ciaotou Science Park of
our company.
Approved the company's independent director's the
remuneration of directors, the attendance fee of the Audit
Committee and the Remuneration Committee.
Approved the case of company’s audit report sign-off.
Approved the "third and fourth domestic unsecured
convertible bonds" by base date of capital increase forissuance of new shares from June to July,2023.
Approved the company plans to apply for financing linefrom the financial institutions.
Approved the company's greenhouse gas inventory andverification schedule progress report.
Approved the 2023 Third Quarter Financial Report.
Approved the case of the company's uncollected accounts
receivable within 3 months of the normal credit period in
the third quarter of 2023 are not classified as capital loancases.
Approved the company's capital increase in Brogent Hong
Kong Limited.
Approved the company plans to handle the issuance of thefifth domestic secured convertible bonds.
Approved the revision of the company's "internal audit
system".
Approved the company's amendment to the "Measures for
the Administration of Agents of Managers".
Approved the company's amendment to the "Pre-approval
review methods for Pre-Approved Non-Assurance Service
Policy".
Approved the "third and fourth domestic unsecured
convertible bonds" by base date of capital increase forissuance of new shares from August to October,2023.
Approved the company plans to apply for financing linefrom the financial institutions.
Approved the company's greenhouse gas inventory andverification schedule progress report.
Approved the 2024 Operating Budget Plan.
Approved the 2024 Audit Plan.
63

Opinions from all the independent
directors and the company’s
response to such opinions
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present
Opinion from independent
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present

Opinion from independent
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present

Opinion from independent
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present

Opinion from independentDate2024.01.23

2024.03.12

ProposalApproved the company's amendment to the "Pre-approval
review methods for Pre-Approved Non-Assurance Service
Policy".
Approved the Proposal of the Manager Remuneration
Adjustment.
Approved the company sets up the chief information
security officer.
Approved the company plans to apply for financing linefrom the financial institutions.
Approved the year-end bonus disbursement and manager
year-end bonus.
Approved the attendance fee for the directors attending theboard of directors or shareholders' meeting.
Approved the evaluation plan of the independence of
CPAs.
Approved the Company's third and fourth domestic
unsecured convertible corporate bonds converted into thirdand fourth domestic secured convertible corporate bonds.
Approved the amendment of 2015 first issuance of
employee stock warrants and stock subscription
regulations.
Approved the Company's issuance of employee stock
warrants.
Approved the "third and fourth domestic unsecured
convertible corporate bonds" by base date of capitalincrease for issuance of new shares from November 1st to
December 31st,2023.
The letter of support issued by the Company's 100%
reinvestment company, Brogent Global Inc. to CTBC Bankfor credit line is still valid.
Approved the Company's greenhouse gas inventory andverification schedule progress report.
Approved the financing application plan.
Approved the Company's the change of the third phaseinvestment plan of Kaohsiung Software Park.
Approved the 2023 statement on internal control.
Approved the 2023 business report and financial
statements.
Approved the Company's uncollected accounts receivable
within 3 months of the normal credit period in the fourth
quarter of 2023 are not classified as capital loan cases.
Approved the 2023 deficit compensation proposal.
Approved the Company's 2023 cash distribution of
additional paid-in capital.
Approved the proposal by the Company obtained equity
investment.
Approved the Company's distribution list of issuance of
employee stock warrants.
Approved the loan renewal proposal of capital loans limit
set by the Company for subsidiaries.
Approved the liability insurance renewal plan for the
directors and managers.
Approved the Company's greenhouse gas inventory andverification schedule progress report and the groupsubsidiary's greenhouse gas inventory and verification
schedule progress plan.
Approved the Proposed Calling of 2024 General
Shareholders' Meeting.

64

Opinions from all the independent
directors and the company’s
response to such opinions
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present

Opinion from independent
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present

Opinion from independent
directors: none
The company’s response to such
opinions: none
Resolution: unanimous consent
from all the directors present(12)Dissenting or qualified opinion of Directors or Supervisors against
animportant resolution passed by the Board of Directors that is on
record or stated in a written statement in the past year and up to thedate of report: None.
(13)Resignation and dismissal of managerial officers related to thefinancial report (including Chairman, President, Chief Accounting
Officer, Chief Financial Officer, Chief Corporate Governance , Chief
R&D Officer and Audit Manager) in the past year and up to the dateof report: None.

65

5. Information on fees to CPA(1) Audit Fee
Unit: NT$1,000
Name ofaccounting firm

Deloitte & Touche
Certified Public
Accountants
TaiwanCPA

Chiu-Yen Wu
Lee-Yuan Kuo

Non-audit Fee

PeriodCoveredby CPA’s
Audit

Audit
Fee

2023.01.01~
2023.12.31

4,950

Systemof
Design-Total

Company
Registration

audit oftax
returns

Others(Note)

Subtotal

150

320

1,497

1,967

6,917

Note：Other Fee include cost operation optimization project 626、transfer pricing report 520 and others 351.

(2) If the company changes accounting firm and the amount of audit
fee paid in the year of change is less than that in the year before:
None.
(3) If the audit fee is more than 10% less than that paid in the previous
year: None.
6. Changes to CPA information
None.
7. The Chairman, President, financial or accounting manager of thecompany who had worked for the certifying accounting firm or its
affiliated enterprise in the past year
None.
8. Share transfer by Directors, Supervisors, managers and shareholders
holding more than 10% interests and changes to share pledging by themin the past year and up to the date of report(1) Changes to the share rights of Directors, Supervisors, managerial
officers, and major shareholders
2023
Title

Name

Current year up to April 1

Increase (decrease) Increase (decrease) in Increase (decrease) Increase (decrease) inin shares held
pledged sharesin shares held
pledged shares

Chairman & CEO

Chih-Hung Ouyang

-

-

-

-

Director

Changchun
Investment Co. Ltd.

-

-

-

-

Director
Representative

Chih-Chuan Chen

-

-

-

-

DirectorChin-Huo Huang

-

-

-

-

Director

LARGOU MORI
CO., LTD.

151,041(1,700,000)

-

-

66

2023
Title
Director
Representative

Name

Current year up to April 1

Increase (decrease) Increase (decrease) in Increase (decrease) Increase (decrease) inin shares held
pledged sharesin shares held
pledged shares-(168,000)--

Independent Director Lewis Lee

-

-

-

-

Independent Director Chih-Poung Liou

-

-

-

-

Independent Director Jih-Ching Chiu

-

-

-

-

Independent Director Keng-Shin Lin

-

-

-

-

Vice President

Teng-Hung Lai

-

-

-

-

Chief Financial
Officer

Sui-Chuan Lin

-

-

-

-

Sr. Director

Szu-Cheng Chen

-

-

-

-

Sr. Director

Chin-Wen Chuang

-

-

-

-

Sr. Director

Yanlun Peng

-

-

-

-

CHENG SHENHAO(2) Information on relative person of share transfer as related party: None.
(3) Information on relative person of share pledging as related party:None.

67

9. Information on relationship between any of the top ten shareholders(related party, spouse, or kinship within the second degree)
April 1, 2024; Unit: Shares; %Shareholding
Name

Titles, names andrelationships between top
Total shareholding by
10 shareholders (related
nominee arrangement
party, spouse, or kinship Note
within the second degree).

Shares held by spouseand children

SharesShareholding
SharesPercentage

Shareholding
Shareholding
SharesPercentage
Percentage

Chih-Hung Ouyang

3,807,191

5.87%

101,187

0.16%

Ruentex Industries
Ltd.
Representative: Yin
Wong, Yee-Fan

3,230,310

4.98%

-

Profit PowerManagement
Consulting Limited

3,062,400

4.72%

Ruentex Development
Co. Ltd.
Representative:
Chang-Cheng Chien

2,809,060

TU,SHUI-CHENG

Name

Relationship

-

Fu Wu
- Investment
Ltd.

Legal
representativ
e

-

-

-

-

-

-

-

-

-

-

-

-

-

-

4.33%

-

-

-

-

-

-

-

2,672,000

4.12%

-

-

-

-

-

-

-

Fu Wu Investment Ltd.
Representative: Chih- 2,463,000
Hung Ouyang

3.80%

-

-

-

-

Gear Capital Limited

3.49%

-

-

-

-

-

-

-

3.32%

-

-

-

-

-

-

-

2.89%

-

-

-

-

-

-

-

2.44%

188,888

0.29%

-

-

-

-

-

2,261,000

Changchun Investment
Co. Ltd.
2,150,271
Representative:
Samuel Yen-Liang Yin
LARGOU MORI Co.,Ltd.
1,875,929
Representative:
Sen-Hao Cheng
Shu-Huei Liang

1,585,059

68

Legal
Chih-Hung
representativ
Ouyange-10. The shareholding of the Company, Director, Supervisor, management
and an enterprise that is directly or indirectly controlled by the Company
in the invested company, and consolidate the shareholding percentage:
Unit: Shares; %Investee Company

Investor Company
SharesBrogent Global Inc. 36,214,332

Shareholding
Percentage

Director, Supervisor,
Manger anddirector
indirect investment
Shareholding
SharesPercentage

Shares-- 36,214,332

100%

Total

Brogent Hong Kong
100%
Limited
Dili Jie Holdings
100%
LimitedBrogent Rides
100%(Shanghai) Limited
Brogent Creative
100%(Shanghai) Limited
Brogent JapanEntertainment Joint35.90%
700
Stock Corporation
Jetway Holdings
100%
LimitedGarlay Holdings
100%
LimitedhexaRide the first
93.98%
LLP (Note2)
Holey Holdings
100%
LimitedJetmay Holdings
100%
LimitedHai Wei Culture
Creative and100%
Development(Shanghai) Limited
Starlite Design &100%
Planning Limited
Scroll Application
Technology Co.,
2,000,000
48.78%
LTD.
Note1：Investments accounted for using the equity method.
Note2：hexaRide the first LLP had been liquidated in December 2023.

69

Shareholding
Percentage

100%

-

100%

-

100%

-

100%

-

100%

700

35.90%

-

100%

-

100%

-

93.98%

-

100%

-

100%

-

100%

-

100%

2,000,000

48.78%

IV. Placement Situation
1.

Company capital and share capital(1) Sources of capital property other than cash is paid by subscribers
1. Type of stock
April 1, 2024; Unit: Shares
Authorized capital
Type of stock

Shares issued and outstanding

Unissued shares

64,835,647

Ordinary shares

Note

Total

25,164,353

90,000,000

OTC shares

Note: Shares approved by Ministry of Economic Affairs.

2. Sources of capital
Authorized capital
Issue
Year/month priceAmount(NTD) Shares

April 1, 2024;
Paid-in capital
SharesAmount

Unit: 1,000 shares; NT$1,000

Note
Sources of capital property
other than cash is paid bysubscribers

2001.1010

5,000

50,0001,500

15,000 Cash set up

2002.07

10

5,000

50,0005,000

50,0002003.1010

6,000

60,0006,000

2004.0910

12,000120,000

8,106

2005.03

10

12,000120,000

9,610

Capital increase of
NT$35,000,000
Capital increase of
60,000
NT$10,000,000
Capital increase of
81,060
NT$21,060,000
Capital increase of
96,100
NT$15,040,000
70

Subscriptions paidwith property otherthan cash
None.
None.
None.
None.
None.

OthersApproval by Kaoshifu Jianergongzi Letter No.
09007412400
Approval by Kaoshifu Jianergongzi Letter No.
09109112601
Approval by Kaoshifu Jianergongzi Letter No.
09205920530
Approval by Kaoshifu Jianergongzi Letter No.
09300940610
Approval by Kaoshifu Jianergongzi Letter No.
09400391490

Authorized capital
Issue
Year/month priceAmount(NTD) Shares

Paid-in capital
Shares2005.0510

12,896

128,960

12,896

2006.0810

20,000200,000

17,442

2010.03

10

20,000200,000

19,612

2011.0610

30,000300,000

21,3562011.0910

30,000300,000

22,6262012.1010

30,000300,000

25,4552013.1010

30,000300,000

26,7282014.0210

30,000300,000

27,4702014.05

10

30,000300,000

29,0132014.0710

50,000500,000

30,8892014.0910

50,000500,000

33,636Note

Sources of capital property Subscriptions paid
other than cash is paid bywith property other
Otherssubscribers
than cash
Capital increase of
Approval by Kaoshifu Jianergongzi Letter No.
128,960
None.
NT$32,860,000
09400469250
Capital increase of
Approval by Kaoshifu Jianergongzi Letter No.
174,420
None.
NT$45,460,000
09500652270
Capital increase of
Approval by Kaoshifu Jianergongzi Letter No.
196,120
None.
NT$21,700,000
09900452210
Stock option conversion ofApproval by Kaoshifu Siweijingshanggongzi
213,560
None.
NT$17,440,000
Letter No. 10001224680
Capital increase of
Approval by Kaoshifu Siweijingshanggongzi
226,260
None.
NT$12,700,000
Letter No. 10001356410
Capital increase of
Approval by Jingguangzhengfazi Letter No.
254,550
None.
NT$28,290,000
1010048593
Dividends and bonuses ofApproval by Jingjiasanshangzi Letter No.
267,277
None.
NT$12,727,500
10200112100
First domestic conversion of
convertible corporate bond of
NT$1,274,400
Approval by Jingjiasanshangzi Letter No.
274,700
None.
Second domestic conversion
10300015650
of convertible corporate bondof NT$6,148,300
First domestic conversion of
convertible corporate bond of
NT$9,103,500
Approval by Jingjiasanshangzi Letter No.
290,134
None.
Second domestic conversion
10300054610
of convertible corporate bondof NT$6,660,500
First domestic conversion of
convertible corporate bond of
Approval by Jingjiasanshangzi Letter No.
NT$10,350,100
308,887
None.
Second domestic conversion of
10300090820
convertible corporate bond of
NT$8,403,400
Capital reserve transfer
Approval by Jingjiasanshangzi Letter No.
336,357
None.
increase NT$27,470,000
10300104170

Amount71

Authorized capital
Issue
Year/month priceAmount(NTD) Shares

Paid-in capital
Shares2014.10

10

50,000500,000

33,6802015.01

10

50,000500,000

39,6802015.0610

50,000500,000

40,7102015.0710

50,000500,000

44,6782018.0810

90,000900,000

53,5272018.0910

90,000900,000

53,0932019.0810

90,000900,000

55,7472021.05

10

90,000900,000

56,8322021.0810

90,000900,000

57,3642022.0210

90,000900,000

60,9642022/0810

90,000900,000

60,984Note

Sources of capital property Subscriptions paid
other than cash is paid bywith property other
Otherssubscribers
than cash
First domestic conversion ofApproval by Jingjiasanshangzi Letter No.
336,799 convertible corporate bond ofNone.
10300137580
NT$442,100
Capital increase of
Approval by Jingjiasanshangzi Letter No.
396,799
None.
NT$60,000,000
10400008080
Capital increase of
Approval by Jingjiasanshangzi Letter No.
407,099
None
NT$10,300,000
10400066620
Stock dividends
Approval by Jingjiasanshangzi Letter No.
446,779
None
NT$39,680,000
10400074690
Stock dividends
Approval by Jingjiasanshangzi Letter No.
535,267
None
NT$88,487,000
1070008434
Retirement of treasury shares
Approval by Jingjiasanshangzi Letter No.
530,928
None
NT$4,340,000
1070009969
Capital reserve transfer
Approval by Jingjiasanshangzi Letter No.
557,474
None
increase NT$26,546,000
1080008464
Third domestic conversion of
convertible corporate bond of
NT$6,609,270
Approval by Jingjiasanshangzi Letter No.
568,318
None
Fourth domestic conversion of
1100005595
convertible corporate bond of
NT$4,234,600
Third domestic conversion of
convertible corporate bond of
NT$1,942,730
Approval by Jingjiasanshangzi Letter No.
573,641
None
Fourth domestic conversion of
1100008817
convertible corporate bond of
NT$3,380,050
Third domestic conversion of
convertible corporate bond of
NT$26,932,890
Approval by Jingjiasanshangzi Letter No.
609,644
None
Fourth domestic conversion of
1110001275
convertible corporate bond of
NT$9,069,940
609,844 Third domestic conversion of
None
Approval by Jingjiasanshangzi Letter No.

Amount72

Authorized capital
Issue
Year/month priceAmount(NTD) Shares

Paid-in capital
Shares2022/1110

90,000900,000

61,4432023/01

10

90,000900,000

62,5172023/03

10

90,000900,000

64,0772023/05

10

90,000900,000

64,5302023/0810

90,000900,000

64,7062023/1110

90,000900,000

64,779Note

Sources of capital property Subscriptions paid
other than cash is paid bywith property other
Otherssubscribers
than cash
convertible corporate bond of
1110008994
NT$200,000
Third domestic conversion of
convertible corporate bond of
NT$2,428,470
Approval by Jingjiasanshangzi Letter No.
614,431
None
Fourth domestic conversion of
1110012690
convertible corporate bond of
NT$2,159,460
Third domestic conversion of
convertible corporate bond of
NT$7,428,390
Approval by Jingjiasanshangzi Letter No.
625,174
None
Fourth domestic conversion of
1120001016
convertible corporate bond of
NT$3,314,270
Third domestic conversion of
convertible corporate bond of
NT$9,447,170
Approval by Jingjiasanshangzi Letter No.
640,771
None
Fourth domestic conversion of
1120003116
convertible corporate bond of
NT$6,149,690
Third domestic conversion of
convertible corporate bond of
NT$2,371,310
Approval by Jingjiasanshangzi Letter No.
645,302
None
Fourth domestic conversion of
1120005487
convertible corporate bond of
NT$2,159,420
Third domestic conversion of
convertible corporate bond of
NT$1,657,020
Approval by Jingjiasanshangzi Letter No.
647,063
None
Fourth domestic conversion of
1120009352
convertible corporate bond of
NT$104,010
Third domestic conversion ofApproval by Jingjiasanshangzi Letter No.
647,785 convertible corporate bond ofNone
1120015055
NT$57,790

Amount73

Authorized capital
Issue
Year/month priceAmount(NTD) Shares

2024/0210

90,000900,000

Paid-in capital
Shares64,836Note

Sources of capital property Subscriptions paid
other than cash is paid bywith property other
Otherssubscribers
than cash
Fourth domestic conversion of
convertible corporate bond of
NT$664,760
Third domestic conversion of
convertible corporate bond of
NT$96,320
Approval by Jingjiasanshangzi Letter No.
648,356
None
Fourth domestic conversion of
1130002923
convertible corporate bond of
NT$474,810

Amount74

(2) Shareholder structure
April 1, 2024

Shareholder
Governmen Financial
structuret institution institutions
quantity
Number of
Shareholders
No. of shares
held
Shareholding
percentage (%)

-

Other
juristic
persons8

Foreign
Individual institutions
investors
andforeigners

198

21,758-354,177 14,598,067 40,924,950

-

0.55%

22.51%

57

Total
22,021

8,986,943 64,864,137

63.09%

13.85%

100.00%(3) Dispersion of equity ownership
Ordinary shares
Shares
1~ 9991,000~ 5,000
5,001~ 10,000
10,001~ 15,000
15,001~ 20,000
20,001~ 30,000
30,001~ 40,000
40,001~ 50,000
50,001~ 100,000
100,001~ 200,000
200,001~ 400,000
400,001~ 600,000
600,001~ 800,000
800,001~1,000,000>1,000,001
Total

Number ofshareholders
17,496
3,507
465
156
105
86
45
33
65
32
11
6
1
0
13
22,021

75

Shares held
288,687
6,644,832
3,614,624
2,004,104
1,897,650
2,165,296
1,541,794
1,449,400
4,630,345
4,784,315
2,779,452
2,947,440
720,000
029,396,198
64,864,137

April 1, 2024
Shareholding
percentage (%)
0.45%
10.24%
5.57%
3.09%
2.93%
3.34%
2.38%
2.23%
7.14%
7.38%
4.29%
4.54%
1.11%
0.00%
45.31%
100.00%(4) List of major shareholder (shareholders holding more than 5%of shares or top ten shareholders)Name of major shareholder

April 1, 2024
SharesShareholding percentage
No. of shares held(%)

Chih-Hung Ouyang

3,807,191

5.87%

Ruentex Industries Ltd.

3,230,310

4.98%

Profit Power Management Consulting Limited

3,062,400

4.72%

Ruentex Development Co. Ltd.

2,809,060

4.33%

TU,SHUI-CHENG

2,672,000

4.12%

Fu Wu Investment Ltd.

2,463,000

3.80%

Gear Capital Limited

2,261,000

3.49%

Changchun Investment Co. Ltd.

2,150,271

3.32%

LARGOU MORI Co., Ltd.

1,875,929

2.89%

Shu-Huei Liang

1,585,059

2.44%

(5)

Market Price, Net Worth, Earnings, and Dividends in the
Past Two Years
Year
2022

2023

Current year up
to April 1, 2024

133.00148.50133.5099.60

108.00108.50115.17123.00116.40

51.09
49.59

48.57
Note1

Note2
Note2

61,13364,328Note2(0.99)(2.79)

Note2(0.99)(2.79)

Note2

1.453129
Note1
Note1
NA
NA

Note1
Note1
Note1
Note1
NA

Note2
Note2
Note2
Note2
Note2

Return analysis Price/dividend ratio

NA

Note1

Note2

Cash dividend yield

NA

Note1

Note2

Item
Maximum

Market price per
Minimum
share
Average
Net Value per
share
Earnings per
share

Dividends per
share

Befor distribution
After distribution
Weighted average
shares(thousand shares)
Earnings per share
Retroactive adjustment for
Earnings per share
Cash dividend
Bonus NA
shares NA
Accumulated unpaid dividend
Price/earnings ratio

Note1:The 2023 Deficit Compensation plan has not been resolved in the shareholders' meeting.
Note2:The year to date April 1, 2024 financial results has not yet been reviewed by CPA..

76

(6) Dividend policy and implementation status
1. Dividend policy
When allocating the net profits for each fiscal year, the profit shall befirst utilized for paying taxes, offsetting losses of previous years. Where
there is still balance, the Corporation shall set aside as a legal reserve 10%of the sum of said profit in balance and the amount of profit (of loss) items
adjusted to the current year’s undistributed earnings other than the said profit
until the legal reserve equals the Corporation’s paid-in capital. The
accumulated distributable earnings be set aside or reversed as a special
reserve in accordance with the laws or regulations, and may be retained at
the discretion of the Corporation in accordance with its business needs, inaddition to the payment of dividends, the remaining balance, if any, shall be
distributed as dividends to shareholders by resolution of the shareholders'meeting. In accordance with the Articles as amended in May 2022, the boardof directors is authorized to resolve that all or part of the dividends andbonuses, capital surplus or legal reserve be paid in cash after a resolution
has been adopted by a majority vote at a meeting of the board of directors
attended by two-thirds or more of the total number of directors, and a reportof such distribution shall be submitted to the shareholders in their meeting.
The Company is situated in a changing industrial environment, wherein
the company life cycle is at a stable growth stage. Considering theCompany's capital requirement for continuous expansion and business
operations, as well as long-term financial planning to satisfy shareholders’needs for cash flow, the Company's dividend policy was based on theresidual dividend policy in the relevant laws and regulations of the Company
Act. The future capital requirement is measured according to the future
capital budget plan of the Company; then, set aside the capital required forearnings financing, and the remaining earnings shall be distributed by way
of cash or stock dividend. Particularly, cash dividend may not exceed 10%of the total dividend.

2. Dividend distribution to be proposed to the shareholders’meeting:
The Company's 2023 Deficit Compensation plan and 2023 Capital Surplus Cash
Dividend NT$0.5. will be resolved or reported in the shareholders’ meeting to beheld in May 2024.

77

(7) Effect of the proposed stock dividends (to be adopted by the
Shareholders' Meeting) on the operating performance andearnings per share: N/A.
(8) Employee bonus and remuneration to Directors andSupervisors
1. Dividend Policy for terms stated in the Articles ofIncorporation regarding employees' bonus and Directors' andSupervisors' remuneration:
The company suffered a loss in 2023, so the amount of remunerationfor employees and directors has not been estimated.

2. Basis for estimating the amount of employee bonuses
and remuneration to Directors/Supervisors, basis forcalculating the number of shares to be distributed as
stock bonuses, and the accounting treatment of thediscrepancy, if any, between the actual distributed
amount and the estimated amount, for the current
period: N/A.
3. Earnings distribution proposal has passed the Board of
Directors but not the resolution of the shareholders'meeting:(1)The company suffered losses in 2023 and therefore did not estimate
the amount of compensation for employees and directors.
(2)The amount of employee compensation distributed in stocks and theamount as a percentage of net income stated in the parent company's
financial reports or individual financial reports for the current period andtotal employee compensation: N/A.

4. Describe, where applicable, the reason and handlingapproach for the difference (including the number ofshares, the monetary amount, and the face value ofshares distributed) between the actual distribution of
employee bonus and remunerations to Directors andSupervisors and the approved employee bonus andremunerations to Directors and Supervisors: N/A.
78

(9) Buyback of Treasury Stock:
1. Execution of buyback is completedApril 1, 2024
Treasury stocks: Batch Order

1st Batch

Purpose of buy-backTransfer to employees

Timeframe of buy-back2015.07.22 to 2015.09.01

Price range

NTD 170.00 to NTD 488.00

Class, quantity of shares bought back
Value of shares bought-back (in NT$
thousands)
Number of Shares Bought Back as a
Percentage of the Approved Number of Shares
to be Bought Back (%)
Shares sold/transferred

1,000,000 Ordinary Shares

Accumulated number of company shares held-

Percentage of total company shares held (%)-

266,071,991
100%
1,000,000 Ordinary Shares

2. Execution of buyback has not been completed：
Not applicable.

2. Corporate bond
(1) Issued exchanged corporate bond:Type
Issue date
Par value
Issue and deal location
Issue priceTotal value
Interest rate
Expiration date

Assurance institution
Trustee
Underwriting institution
Certificated laywer
Certificated CPA
Repayment

Third domestic
secured convertible
bonds
2021.10.12
NTD$100,000
TPEX
Issued by par value
NTD$700,000,000
0%5 yearExpiration date：
2025.10.12

Fifth domestic
secured convertiblebonds2024.03.04
NTD$100,000
TPEX
Issued by par value
NTD$800,000,000
0%3 yearExpiration date：
2027.03.04
TAICHUNG
Shin Kong Bank Co., Shin Kong Bank Co.,COMMERCIAL BANK
Ltd.
Ltd.
Co., Ltd.
Taishin International
Taishin International
Yuanta Commercial
Bank Co.,Ltd.
Bank Co.,Ltd.
Bank Co.,Ltd.
Taishin Securities Co., Taishin Securities Co., Taishin Securities Co.,
Ltd
Ltd
Ltd
Lawyer, Chiu Lifei
Lawyer, Chiu Lifei
Lawyer, Chiu Lifei
Deloitte Taiwan
Deloitte Taiwan
Deloitte Taiwan
CPA, Chiu-Yen Wu /CPA, Chiu-Yen Wu /CPA, Chiu-Yen Wu /Lee-Yuan Kuo
Lee-Yuan Kuo
Lee-Yuan Kuo
Except for the
Except for the
Except for the
repayment by therepayment by therepayment by thecompany, sell of thecompany, sell of thecompany, sell of the79

Forth domestic
secured convertible
bonds
2021.10.15
NTD$100,000
TPEX
Issued by par value
NTD$500,000,000
0%4 yearExpiration date：
2024.10.15

Type

Outstanding principal
Redemption or
prepayment clauses

Limitation Clauses

Third domestic
Forth domestic
Fifth domestic
secured convertible
secured convertible
secured convertible
bonds
bonds
bonds
bond holders or person bond holders or person bond holders or person
who convert, when it
who convert, when it
who convert, when it
comes to expiration, the comes to expiration, the comes to expiration, thecompany will repay per company will repay per company will repay per
par value along withpar value along withpar value along withinterest by cash.
interest by cash.
interest by cash
NTD$78,900,000
NTD$159,400,000
NTD$800,000,000
Please refer to Article 18 Please refer to Article 18 Please refer to Article 18
and 19 of “Regulations and 19 of “Regulations and 19 of “Regulations
for third domestic
for forth domestic
for fifth domestic
secured convertible
secured convertible
secured convertible
bonds”
bonds”
bonds”
Please refer ofPlease refer ofPlease refer of“Regulations for third“Regulations for forth“Regulations for fifth
domestic unsecured
domestic unsecured
domestic secured
convertible bonds”
convertible bonds”
convertible bonds”

Name of credit evaluation
institution, date and
None
None
None
evaluation result of bonds
The number ofordinary shares,
overseas
depository
As of April 1, 2024, the As of April 1, 2024, thereceipts or other amount ofamount of
As of April 1, 2024, theMarketable
NTD$621,100,000. Of NTD$340,600,000. Of amount of NTD$0. of the
securities
the convertible bond has the convertible bond has convertible bond hasconverted
been converted into
been converted into
been converted into
5,917,136 ordinary
3,199,591 ordinary
ordinary shares
Other (exchange orsharesrights subscription) as sharesof the date of
publication of
the annual reportIssuance andPlease refer ofPlease refer ofPlease refer ofconversion(exch“Regulations for third“Regulations for forth“Regulations for fifthange ordomestic secured
domestic secured
domestic secured
subscription)
convertible bonds”
convertible bonds”
convertible bonds”
methodRegulation for issuing,
converting, exchanging or
stock subscription,
possibility of dilution of
No Significant impact
No Significant impact
No Significant impact
equity under the terms
and conditions ofissuance, and effect onshareholder equity.
Name of the entrusted
custodian institution to
N/A
N/A
N/A
exchange the subject

80

(2)Information of corporate bond conversion:
First domestic secured corporate bond and second domestic unsecured corporate bondhave all been converted into ordinary share by the end of December 31, 2014

Type

Convertible Corporate Bonds Information
Third domestic
Forth domestic
Fith domestic
unsecured convertible unsecured convertible unsecured convertible
bonds
bonds
bonds

Year
Item
MarketHighestprice oftheLowestconvertible
Corporate
Averagebonds
Price of conversion
Date of issued andissued price of
convers ion
Way to execute
obligation of
conversion

2023

As a date ofApr. 1,2024

2023

As a date ofApr. 1,2023

2023

As a date ofApr. 1,2023

140.00129.00138.00128.00-128.00110.00110.70107.60109.50-121.00129.94123.99124.01121.85-124.90103.80105.30112.00

October 12, 2020
105.00

October 15, 2020
106.50Mar 4,2024
112.00Issue new share

Issue new share

Issue new share(3)Exchangeable Bond:
None.
(4)Shelf Registration in Taiwan:
None.
(5)Bond with Warrants
None.
3. Preferred Shares(1) Preferred Shares:
None.
(2) Preferred Shares with Warrants:
None.
4. Issuance of American Depositary Shares
None.
5. Status of Employee Stock Option Plan
(1) Issuance of Employee Stock Options:
None.
(2) Employee Stock Options Granted to Management Team and to
Top 10 Employees:
None.
81

6. Status of Employee Restricted Stock(1) Status of Employee Restricted Stock:None.
(2) Employee Restricted Stock Granted to Management Team andto Top 10 Employees:
None.
7. Status of New Share Issuance in Connection with Mergers andAcquisitions
None.
8. Implementation of capital allocation plan
Plan

Implementation status

As of Dec.31,2022, the planned amountand progress of the company's planned
repayment of borrowings were
800,000 800,000 thousand yuan and 100.00%,
respectively, and the actual
100.00% implementation amount and progress
were 800,000 thousand yuan and
100.00%, respectively. The funds have
100.00% been used in accordance with theschedule. Progress execution.
As of Mar. 31, 2023, it is estimated that
411,490 The used funds are 411,490 thousand
yuan, and the estimated411,490 implementation progress is 100%.
Due to the coordination of research and100.00% development work, related expenditures
have also been adjusted accordingly.
The actual expenditure is 411,490
100.00% thousand yuan, and the implementation
progress is 100.00%.

Expected

800,000

Expenditure
ActualBank loan
Accumulated
implementation
progress

Expected
ActualExpected

Expenditure0

Actual

R&D
expenses
Accumulated
implementation
progress

Plan

Unit: NT$1,000
Ahead of schedule, behind in
progress, reasons, and improvement
plans

Expected
ActualUnit: NT$1,000
Ahead of schedule, behind in
progress, reasons, and improvement
plans

Implementation status

As of Mar.31,2024, the planned amount
And progress of the company's planned
Repayment of borrowings were
800,000 800,000 thousand yuan and 100.00%,
respectively, and the actual
100.00% implementation amount and progress
were 800,000 thousand yuan and
100.00%, respectively. The funds have
100.00% been used in accordance with theschedule. Progress execution.

Expected

800,000

Expenditure
ActualBank loan
Accumulated
implementation
progress

Expected
Actual82

Plan

Implementation status

The planned amount of this plan to enrich
0 working capital is 118,632 thousand
yuan, which is expected to be
22,784 completed in the second quarter of2024. As of the first quarter of 2024,
the actual amount spent is 22,784
0%
thousand yuan, and the implementation
progress is 19.21%. The remaining
95,848 thousand yuan has not yet been
19.21% completed. The expenditure will be
implemented as planned in the second
quarter of 2024

Expected
Expenditure
Actualworking
capital

Expected
Accumulated
implementation
progress

Ahead of schedule, behind in
progress, reasons, and improvement
plans

ActualNote：The year to printing date April 1 2024, financial results has not yet beenreviewed by CPA.

83

V. Business Overview
1. Business Activities(1) Business Scopei.
Company's primary business activity
Information software
retailer

Electronic material retailer Computer installation

Information software
wholesaler

Electronic material
wholesaler

Information software
service

Information processing
serviceElectronic information
supply service

Arts service

General advertising service Sound publishing

Arts performance activity

Automated control
equipment engineering

Machinery installation

Machinery wholesaler

Computer and businessmachinery wholesaler

Electronic retailer

Computer and businessmachinery retailer

Intellectual property

Product design

Machinery retailer

Other machinery retailerii.

Wholesale of cultural
education, musicalinstrument, andeducational entertainment
necessities
Retailer of cultural
education, musicalinstrument, andeducational entertainment
necessities
International trade
Landscape and interior
designExcept for approved
business activities, may
engage in activities that are
not prohibited or restrictedby law

Company's primary products and their operating
weightU ni t: NT $ 1 ,0 0 0

2022
Product Category
Construction contract
revenue
Licensing revenue
Service revenue
Sales of tickets andmerchandise
rental income
Net revenue

Net revenue

2023
Operatingweight(%)

Net revenue

Operatingweight(%)

655,326

81.53

696,738

80.76

39,916
51,198

4.97
6.37

7,558
88,4170.87
10.25

42,763

5.32

57,5906.68

14,563803,766

1.81
100.0012,400862,7031.44
100.0084

The Company's productsiii.

Since the opening of Brogent’s very first flying theater in 2010, the Company has
gradually placed its business focus on the media-based attraction (MBA) industry,meaning that we combined our previously developed 3D real-time imaging andaudiovisual multimedia technologies with the Stewart six-axis motion platform andother dynamic simulation techniques. Subsequently, the Company successfullycompleted the FlyOver Canada project in Vancouver, becoming the leader of theflyingtheater industry. This path has led to installations worldwide on four continents.
The Company's operating model has extended from selling hardware to digital content
development in recent years.
Since October 2013, we cooperate with Japan's
Kodansha in integrating Kodansha's comic characters
into our simulator ride products. Since then the library of
IP driven content steadily grew. IP’s like “Attack on
Titan” and “Ghost in the Shell” are very popular not onlyin Asia but also in the US and the Middle East and moremovies are in production to hit the licensing market in
2024.
Apart from the IP based content market Brogent also
has announced the release of an Africa panoramic flying
movie that is also scheduled for release in 2024. High resolution content no matter if IP
or panoramic will drive the transition from traditional projection driven flying theaters
to LED based technology. The LED evolution will hit the location based attractions on
short term and will bring big change and quality gains to the media based attraction
market over the next five year. Brogent is well positioned to be one of the major players
in this field.
Apart from that Brogent has entered a supplier relationship with Legoland parks
around the world. The very first m-Ride type flying theater ride opened in March 2019
in Legoland Florida. Further installations in Legoland Billund in Denmark and Legoland
California had been scheduled for 2020, but have been postponed to spring 2021. All
those installations and one more in Legoland Windsor, UK are now open and are very
well received by the public. The succesfull introduction of m-Ride flying theater openeda new market segment for this popular attraction. It will help significantly to add to theglobal installed base of flying theaters.
The m-Ride concept also makes it possible to bring the flying theater experience85

to locations with limited space: In December 2021 a standalone m-Ride flying theaterand museum concept called “RiseNY” opened at Time Square New York. The next mRide is ready to open in Hongkong and there are more under installation and design for
openings in 2024 and beyond.

Picture: RiseNY museum and flying theater attraction in New York City, USA
To further diversify the flying theater market and providing solutions for every
taste and market segment, Brogent has launched one more ride system: the o-Ride. The
first installation is scheduled to open in China in 2024 and more o-Rides are already on
their way to locations around the world.
The company has successfully opened a new market by signing a contract with
Hockenheimring Race circuit in Germany to bring the miRide racing simulator in theworld of motor sports. This means a breakthrough for this new kind of realtime
interactive game based product and is only the first step for this technology to enter not
only the entertainment market of theme and amusement parks but also more sports
related or educational market places like racing facilities and museums. In 2023 Brogent
RacingSims have also been supplied to Quatar.

The flying theater from Brogent has officially passed the certification of UL in the
United States and TUV in Europe. Brogent is also the only large-scale motion equipment
86supplier in Asia to pass European and American certifications. More importantly,
Brogent has won the top theme park awards in Europe for four consecutive years, once
again proving that products from Brogent, manufactured in Taiwan, can meet the safety
requirements of top European and American markets, which will also contribute to thepromotion of Brogent's products in the global market.

87

An introduction to our products :Product namei-RideDescription

Images

The i-Ride, featuring a suspended
seat platform, is the only dynamic
flyingtheater on the market built ona six degrees of freedom (6DOF)
motion platform. It not only
delivers super realism and fantastic
entertainment effects, but is also themost representative device among
all extant indoor gaming devices.
Riders' feet hang freely, to deliver
the true sensation of flying throughthe air. The sweeping bird’s eye
perspective delivers unobstructed
realism with no blind spots. Wind,
sound, light, water, and aromasheightenthesensationofconquering the air.

m-Ridem-Ride is Brogent’s new compact
flying theater and the first flying
theater system that offers a 180
degree turn of the seats with aspectacular reveal.

o-Rideo-Ride is the latest member ofBrogent’s flying theater family,
also the most economical flying
theater, which can rotate 180
degrees with 2 DOF for
performances. Never before
offered such a compact flying
theater a such agile and smooth
motion integration .With Brogent's
somatosensory simulation
technology, the two-axis hardware
platform simulates a flying theaterwith more than three axes.
Especially the newly designed
Double Bench o-Ride can improve
operational capacity and efficiency.

88Product name

Description

Images1) Unlimited story topics Themes
are diverse and highly variable.

d-Ride2) Trackless or track bound andnoiseless design for self-driving
cars3) Flexible plan scenes according
to actual needs onsite4) Combined with interactive gamedesign, with touch, shoot, and hand
gesture control operating methods

1) The 360° massive cylinder
screen delivers heightened realism
and an unobstructed panoramicview with no blind spots
v-Ride 360

2) Passengers can walk safely andfreely, selecting their favorite
perspective3) Suitable for various themes;
with special 4D effects, users canimmerse into the video content

The modern version of the classic
4D cinema. The electrical motion
base together with a wide range of
special effects delivers a great
experience.
v-Ride basic

1) High G-Force: Uses large-scale
motion platform that creates effects
that simulate high g-forces
2) 16:9 screen suitable for adiversity of video topics; withspecial 4D effects, a realistic
experience is created89Product namet-RideDescription
The most advanced immersive
tunnel experience in the market
with a vehicle that can move with
six degrees of freedom.

Images1) Two-sided curved screen
design, increasing visual sense ofrealism and excitement
2) Vehicle can be changed
depending on the theme, such as
traveling on the same car, and withspecial 4D effects, it's as if you're
there in person
The multi-participatoryinteractivity experience products:
Gesture based 3D experience thatlet’s guests fight virtual monsters
and scenes.

GestureMagic

Walk-through experienceNew generation 4D effectexperience
Muti-interactive immersive
Personalized magic-course
Real-time muti-person game

Interactive shotting game simulator(VR Base)zombie cage/ real-time motion simulation
zombie chariot VR shooting experience
Four-player online gameplay
Chariot-themed appearance

Esports
Mobility
Container

The latest metaverse(disambiguation) product ofBrogent. Lightning Wings is a fullbody motion virtual reality gaming
system, six-degree of freedom
motion base; coupled withspecially-designed VR helmets andpilot consoles. Once the gamestarts, players in their virtual
cockpits heave feel every
maneuver in the combat. All
players commented the experienceis “so real” and “beyond their
imagination”.

90Product namemiRideVR Airship
Ride

Description
This product introduced as aconcept IAAPA Expo 2019 has
now officially been launched as
miRide. The first project has beendelivered to Vietnam theme park in
2021. In 2022 won the contract
with Hockenheim Ring racing
center in Germany. Players canenter well-known professional
racing circuits around the worldand enjoy the thrill of galloping on
the realistic track.

ImagesThis product introduced at IAAPA
Expo 2021.Board the VR airshipand fly around the world. Rider
can enjoy stunning views of themost famouse landmarks. The
maximum capacity of this compact
VR experience to 16 riders. One of
the metaverse rides with immersive
4D effects.

iv.

Future Products and Services
The company is active in multiple product segments and introduce new technology

like LED screens to upgrade older products and will further extend those efforts: New
software will be integrated to offer a variety of experiences across all product lines.
The company will further built on their experience in design and manufacturing oflarge simulation systems and will offer customized solutions in the future that are built tofit operators’ creative concepts. To achieve this all system components and media content
will be even tighter integrated.
The custom designed simulator platform for the “Bermuda Adventure” Attraction at
Chimelong Spaceship in China, that opened in 2023 is the first fully custom designed
project following client’s creative vision delivered by Brogent.
The content licensing business for existing rides keeps also been growing steadily.
Two new movies are in production that will be added to the licensing library in 2024.
Maintenance and Repair takes a bigger and bigger role in the overall portfolio andhas reached record revenue in 2023.

91

(2) Industry overview
i. Industry's current trends and future outlook
The location based entertainment industry returned to normal on a global level in
2023.
This year the industry was still profiting from a pent-up demand on both operator
and park visitor levels.
Parks and industry players restarted investment plans that had been put on hold overthe pandemic. Sooner or later that new activity will reach the supply chain for new
attractions in the industry.

ii. Relationship between up-, mid-, and down-stream suppliers in theindustry's supply chain
Upstream industry
Midstream industry
Integrated
hardwareHardware:
1.Precision machining
and software
industry and metal
technologies
manufacturing industry
2. Power and electronic partsand components
3. Spherical or curved screen
and multimedia
equipment
Software:
1.Wireless embedded control
system
2.Screen playback control
system3.Digital vedio or audio
content

Downstream industry
Global theme parks
Exhibition
Shopping mall
Tourist attractions
Urban experience
center

The upstream industries associated with the simulator ride equipment comprise thehardware section, including precision machining and metal manufacturing industry andmanufacturers of spherical screens , power and electronic parts and spherical or curved
screen and multimedia equipmen, and the software section, including wireless embedded
control system, screen playback control systems, and digital vedio or audio contents. The
Company designs and integrates various software and hardware technologies according
to customer needs, and then sells the products to downstream industries such as themeparks, museums, shopping mall, and urban experience centers.

92

iii. Product development trends
Previous amusement parks had been mainly equipped with mechanical and simple
electronic facilities such as the Ferris wheel, bumper cars, carousels, and roller coasters.
Generally, in bad weather, these theme parks must cease their operation, substantially
impacting business operations. By comparison, multimedia simulator ride facilities canbe installed indoors free from environmental influences; thus, the usage rate of theme
park equipment can be enhanced, increasing the economic benefits of theme parks.
Europa-Park in Germany celebrated the opening of Brogent i-Ride “Voletarium”
attraction in June 2017, which welcomed an estimated 16 million riders until end of the2023 season. And received again the European Star Award for best dark ride in 2023
even after 6 years of operation and after having been called best new ride in 2017. The
m-Ride offering has allowed the Legoland parks to introduce a kind of attraction thatwas previously out of reach for those more regionally oriented parks. Four Legolandparks offer the flying experience with different movies on display.
Moreover, simulator ride facilities have become the options for updating themeparks in European and American countries and for planning and constructing themeparks in emerging countries. 2023 saw the opening of Brogent new rides in China andcontracts for new rides around the world. Strong attendance in the location based
entertainment industry in 2023 will further fuel investiments in both emerging andestablished marketsin 2024. In recent years, under the influence of mature digital video
technologies and Hollywood films, traditional mechanical amusement facilities are nolonger the first choice for attracting new-generation tourists. To satisfy tourists'
entertainment needs and novelty, new amusement parks have successively
incorporated digital video technologies with electromechanical equipment. Thus,
tourists can not only enjoy the excitement of conventional outdoor facilities, but also
experience indoor facilities with excellent sound and lighting effects without being
influenced by weather conditions. Furthermore, the Company's simulator rides that
stimulate both sensory experiences and thrilling sensations, which are in line with thecurrent trend of experience economy.
The arrival of LED technology in the out-of-home entertainment industry makrs
a new technology leap forward for giant screen resolution, brightness and contrast, thistechnology will raise the experience quality of media based attractions to a new level.

iv. Product competition
Media based simulator attractions deliver an immersive experience that fulfills
guests needs of all senses, that’s why they are generally accepted by a brider target

93

audience than roller coasters, free fall towers, swinging ships etc. Because thetraditional mechanical rides are comparably simple in their experience quality andoften have physical limits for riders, setup costs are high and the climate is a big impact
factor.
Traditional cinemas on the other side are not exciting enough to catch the full
attention of younger crowds. Media based simulator attractions like the flying theater
are situated in the midle between those offerings: Like in a cinema content can beswitched easily, while still offering the physical excitement of a mechanical ride in aweatherproof environment. This approach makes Brogent products succesfull and theinstalled base of attractions worldwide is growing every year. The market share in the
flying theater market is an est. 90% in the premium segment. Brogent is not simply
offering the product, we are providing attraction design, IP licensing, content
production. Operation consultiong and can provide one stop shopping for this kind ofcomplex attraction even including the building with our new turnkey flying theater
solution launched in 2023, if the clients need help.
With the “miRide” platform the Company already goes one step further and enters
the game based attraction segment (GBA), the latest product genre in the location
based entertainment industry.

(3) Overview of Technology and R&D
i. R&D investments in recent years to the date of the annual report
Year

2022

2023

Unit: NT$1,000
2024Q1R&D expenses

189,445

106,891

Note

Note:The year to date April 1. 2024 financial results has not yet been reviewed by a CPA.

ii. Successfully developed technologies and products in recent years
Year

2011

2012

R&D Accomplishments
Novel modularized suspension spherical theater based on a vertical
six-axis actuating platform
Ski simulator
Tablet 3D man-machine interface (Android 3.2)
9s series software downloading tool (Android platform)
Commercial electronic games－The Legend of a Golden City
Novel special drive method
Web-shaped seat design mold
Seat cover design and production
Actuator cantilever turning gate
Suspension two-axis actuator platform stress analysis
Smart TV man-machine interface (Android 2.3)
94

Year

2013

2014

R&D Accomplishments
Tablet 3D man-machine interface (Android 4.0)
9s series software downloading tool (iOS platform)
Smart TV software
Electrical gas six-axis platform design
Suspension two-axis actuator platform design and production
Completely dark ride (d-Ride) design
Balloon Ride design
Media Free Fall Design
Interactive walking theater
Joey's Aquarium (sketch-type aquarium)
Track d-Ride system

2015“Attack on Titan” i-Ride Film

2016

Q-Ridei-FUN HUB

2017

m-Ride2018

Lightning Wings

2019

V-Ride dome 304s

2020

miRide game based attraction

2021

RiseUp VR airship attraction

2022

o-Ride2023

The heat dissipation research project about the LED dome screen
2 DOF motion base with economical and easy installation typezombie cage and zombie chariot
Turnkey Flying Theater & LED Dome

(4) Business plan - long-term and short-term
i. Short-term development planA. Marketing and product plana.Commit to on-going projects because successful performance is the best marketing
tool for a company. The Company has a full project pipeline and the 2024 willagain see multiple project openings; strengthen digital content development
capacity to satisfy future market demands for ride films.
b.Design and plan new highly modularized projects, provide affordable modularized
system, and improve competitive advantage.
c. regulate outsourced vendors' production operation so that the products meetinternational standards; and continue to design products conforming tointernational environmental regulations to become a benchmark of green
enterprises. Our flying theaters are already EN and ASTM certified and in95

operation on four continents.
d.Sales channels are relatively closed; considering the ecological layout of local
markets of various regions, the Company will further strengthen its cooperativemodel in which it forms a strategic alliance with its agents.
e.Participate in international exhibitions (e.g., IAAPA), keep increasing the visibilityof the company's product, and expand the range of regional buyers.
f. Further increasing the effort to offer one-stop-shop turnkey solutions fromattractions design to grand opening (including movie licensing, aftersales support
and operations consulting).
g. Active engagement as producer in the ride film content field to ensure ride film
quality both in term of story telling and experience as well as technicality andcraftsmanship. New more digital ride and AV systems including high resolution
giant LED screens ask for super high quality content.

B. R&D plana.Apply the ability to integrate actuator and servo motor motion control technology
with multimedia and AV technologies and apply that expertise to further expand
on game based solutions to expand the Company's product line, and satisfy
customers' diversified needs.
b.Reinforce knowledge management and integrate existing data, so thattechnological resources can be shared to enhance technological capacities.

C. Human resources and informatization plana. Strengthen training to enhance employee skills.
b. Integrate resource and improve business efficiency.
c. To enhance operating software system.

D. Financial Plana.Use appropriate financial instruments and formulate contract-based sales plan to
avoid risk of currency fluctuations.
b.Strengthen project management and reduce receivables to increase the turnoverrate of receivables.

ii. Mid- and Long-term development planA. Marketing and product plana.Target the future demand market of Asian and Middle East regions where
economic growth is high and then advance toward the global market, thereby
becoming internationally recognized primary supplier of simulator rides.
b.Seize business opportunities in replacing, renewing, or adding construction
96

projects in the future European and US markets and jointly work with strategic
alliance partners in market expansion.

B. R&D plana.Cooperate with international, domestic research institutes and academic units toacquire leading technologies.
b.Continue to develop new technologies and acquire patents.

C. Human resources and informatization plana.Strengthen professional competency training to enhance employee skills.
b. Strengthen management competency training to improve business performance.

D. Financial Plana.Use various fund-sourcing channels to create optimal financial structures thatmaximize company value.
b.Issue financial instruments in a timely manner for the company to acquire
minimum capital cost.
c.Properly use financial instruments to reduce currency risks.

97

2. Market, production and sales(1) Market analysisi.

Product sales region
Year
Sales Region
Domestic
Taiwansales
Asia
Americas
Exports Europe
OthersSubtotal
Total

ii.

2022
Net revenue

Unit: NT$1,0002023
Net revenue%%

53,378

6.64

83,4399.67

299,665
396,005
19,01135,707750,388803,766

37.28
49.27
2.37
4.44
93.36
100.00322,023
298,563
13,945
144,733
779,264
862,703

37.33
34.61
1.61
16.78
90.33
100.00Market ShareIn the market for premium flying theater solutions Brogent has a market share ofaround 85. Internationally Disney operates four similar theaters, but doesn’t sell thesolution to interested operators. Other suppliers offer flying theaters as well, but are only
approaching the market as a mechanical ride supplier. They are not in the position to act
as a system integrator and provide the complete package that a real media based
attraction consists of. Apart from that the platform movement is limited to two degrees
of freedom (compared to 6 DOF for the i-Ride or 4DOF for the m-Ride and 3DOF for
o-Ride). Besides the ride technology Brogent can also provide media content and now
even building design.

iii.

Future market demand and supply and growthpotential
The Company implemented the Content–Channel (CC) Strategy in recent years,transforming from being merely a supplier of amusement facilities to an operator ofentertainment businesses. To achieve this goal, the Company recruited strategic
investors over the past year, while adopting diversified management strategies that
integrate profit distribution models to replace the model where devices are just sold once.
The “i-Ride Experience Center” (now “i-Ride Kaohsiung”) that opened in Kaohsiung in2017 was the very first standalone flying theater in Taiwan and in 2019 Brogent openeda second standalone flying theater in Taipei Breeze Nanshan shopping center, the “iRide Taipei”. In addition to outright selling its equipment, Brogent has not only delivered
technology but also creatively planned an experience center exhibit, in the hopes of
educating children through fun, thereby bringing parents and children closer together. In
fact that people cannot visit large theme parks in remote areas whenever they desire, theCompany has endeavored to build the experience center in the city where transport is98

convenient. The goal isto make fun more accessible.
After the pandemic besides opening and installing multiple flying theater projects
in the US and Asia the company has successfully introduced its new game based mini
platform system miRide with deliveries already made in 2023.
The Company is also present with projects now around the world with multiple
projects in Asia, Europe and the Americas and one installation in Australia.

iv.

Competitive Niches
A. Globally Recognized Technology
In 2023 Brogent’s first international project “FlyOver Canada” celebrated its 10th
anniversary and thus gives a glimps into the future of all newer projects. The expertisegathered over the last decade in the flying theater and motion base attractions field makes
the company capable of launching new products to customers at the right time andrapidly responding to customer demand. After successfully conquering the niche offlying theater attractions as one of the market leaders, the Company is now entering a
relatively young market of out-of-home game based attractions. The miRide racing
simulator is only the first step on this journey.
2023 has seen more mile stone in Brogent’s award history:

2017 European Star Award for Best New Ride2018 Park World Award for Best Indoor Ride2019 European Star Award Best Dark Ride2019 Best Flying Theater Supplier in China
2020 26th Annual Thea Awards
2021 UK Theme Parks Awards Best Attraction
2021 Parkscout Award Europe’s Best New Rides
992021 European Star Award Best New Rides
2022 European Star Award Europe’s Best Dark Rides
2022 Golden Crown Outstanding Family Ride
2023 European Star Award Europe’s best Dark Ride
2023 Golden Crown Award for “Outstanding Motion/Flying Theaters Supplier”

B. Premium Brand Equity
Theme Parks, Museums, Exhibitions Centers and Zoos are markets with highentry barriers. Brogent works with established partners in the amusement industry tocreate multiple distribution channels. All those partners rely on the technological know
how in system integration and certified technology that Brogent is steadily advancing
based on ongoing projects. Currently Brogent rides can be found four continents.

Worldwide more than 85 media-based attractions in operation or under
installation

C. Product modularization lowers cost and increases competitiveness
Simulator ride facilities involve a wide range of technical aspects, covering
hardware systems (motion platform, screens with audiovisual systems) and software
technologies (projector, LED, playback, wireless embedded control, and highdefinition digital content). Therefore, the technical teams of the Company performedhigh modularization engineering analysis and planning of large complex systemframeworks based on the existing platform technologies. In addition, our design,
production, transportation, and assembly processes are all designed and modularizedin accordance with international standard regulations. Such modularization enables
saving large amount of construction time and manpower, which considerably lowers
construction cost and raises the Company's competitiveness.
100

D. Collaboration with international strategic partners in digital content
development
Brogent is working with several partners to supply the best solutions andtechnology in the media based simulator attractions field. For content development thecompany started a cooperation with Japanese publisher Kodansha back in 2015 andhas already developed ride films based on Kodansha IP like “Attack on Titan” and“Ghost in the Shell” . The latest flying theater film for “Attack on Titan” is under
production and will launch in 2024.

v.

Competitive Edge, Favorable and Adverse Factors forLong-term Growth and Response Strategy
A. Favorable factors
a. Needs of emerging countries and reconstruction business opportunities in
Europe and the US
As the economy of emerging countries develop and the middle class grows,
these countries have gradually focused on the construction and development ofleisure entertainment industries, specifically large theme parks, the existence of
which can not only create domestic demand and employment opportunities, butalso promote urban tourism development. Low income level in emerging
countries render the entrance fees to theme parks in these countries incomparable
to those in developed countries (e.g., European countries, North America, andJapan). To effectively increase the economic benefits of amusement parks,
governments of emerging countries strictly regulated the benefits generated byamusement facilities. In addition, because indoor amusement facilities allow
customers to still enjoy themselves during bad weather, and because of the rapid
development of digital audiovisual technologies in recent years, traditional
mechanical amusement facilities are less and less effective for attracting theattention of new-generation tourists, who are now growing up with internet andsocial media. Therefore, when planning and constructing theme parks, emerging
countries typically prioritize indoor amusement facilities that feature 3D soundand lighting effects and stimulate a sense of excitement in users. To reconstructtheir tourism industries and boost their economy, European countries and the US
have successively initiated tourist attraction reform projects, building leisurefacilities by restricting existing buildings and movie theaters. These leisurefacilities are based on a composite business model comprising department storesand hotels to attract visitors. Because simulator rides are built according to theheight restrictions of existing buildings to provide consumers with an all-new
entertainment experience, this type of facility became the primary focus of Europe
101and the US in reconstructing amusement facilities.
b. Construction and formation of industry supply chain
Before the Company entered the simulator ride market, there were novendors investing in similar products in Taiwan. Since undertaking the “Taiwan
Formosa” project for E-DA Theme Park, the Company has adequately leveraged
Taiwan' strong R&D and production capabilities of information hardware andprecision machinery industries. With the efforts devoted by the Company's R&D
personnel and domestic vendors, Taiwan has become one of the few countries
worldwide capable of constructing simulator ride bases. Not only were theproduction costs of amusement facilities lowered, but the quality of these facilities
reached international standard. Subsequently, a complete and tight supply chain
in the simulator ride industry was established. Because simulator rides arecompletely customized according to customer needs, the Company's supply chain
system enable the design, motion control, or digital content of such rides to be
adjusted whenever required depending on customer needs. Thus, customer
demand can be satisfied, thereby increasing the overall competitiveness of theCompany.
c. Establishing word of mouth facilitates business promotion
Distinct from general consumer electronic products, simulator rides featurelong life cycle, high degree of customization, high technical threshold, and highcost; therefore, customer repurchase and loyalty increased after establishing theword of mouth for the technology and quality of this product. Since completing“Taiwan Formosa” and “FlyOver Canada” projects, the Company has
accumulated considerable experience, word of mouth brand equity, and popularity
in the simulator ride market. Project openings like additional “FlyOver” projects
in the US and Europe, a signature attraction at Germany’s Europa-Park anddelivery of m-Ride flying theaters to Legoland parks around the world createdadditional brand awareness. In addition, by forming strategic alliance withinternationally well-known amusement facility suppliers, Borgent has further
raised its competitive advantage over the last decade.
d. Supported by strong technology
Since its inception in 2001, Brogent has endeavored to develop audiovisual
multimedia technologies, accumulating considerable experiences in technologicaldevelopment. Thus, Brogent has establishedpartnerships with multiple

international mobile phone factories, and received Small Business Innovation
Research (SBIR) subsidies from the Ministry of Economic Affairs (MOEA)
multiple times. In 2007, Brogent was honored with the award of excellence in102

SBIR from the Department of Industrial Technology, MOEA. Regarding
simulator ride facilities, Brogent has received the European Star Award three
years in a row starting 2017 a recognition not only for its technological capability
but also for the experience value that it prove to provide since the successful
implementation of the “Beautiful Formosa” and “FlyOver Canada “projects. Just
recently Brogent received it’s first Thea Award from the Themed Entertainment
Association, one of the most prestigious awards in the location based
entertainment industry. For example, the unique fish eye lens designed byBrogentcan achieve the projection effects of a spherical screen simply by
installing them with a single projector. Thus, the cost and space required for
projector installation are substantially reduced, and the stability and image qualityof the projector system are considerably enhanced. A unique selling proposition
that brings operating cost advantages until today. Brogent's self-developed
automated control technology can integrate motion platforms with video systems
with increased precision. This way, riders can perceive the experience of an
immersive flight. Furthermore, Brogent also possesses the capacity to develop
digital content, and customize it according to customer needs, thereby providing
multiple choices to our customers. Therefore, Brogentenhances the technologicalcapacity of its research team, and therefore has substantial room for improvement.

B. Unfavorable factors and their response strategies
a. Closed sales channel for simulator rides, impeding business expansion
Simulator rides are installed at location based entertainment venues liketheme parks, museums, or zoos. Unlike general daily necessities, the sales channelof simulator rides is relatively closed, and suppliers specializing in this market are
mostly business operators who have established their status for a long time. Thus,
new vendors cannot easily directly enter this supply chain system and expand
their businesses.
Response strategies:
The Company fully understands the characteristics of this industry. To expand its
market and increase its market share The Company has run a dual strategy: On
the one hand, the Company formed a strategic alliances with internationallyknown suppliers of amusement facilities who have had a history of more than 60
years in the industry. These suppliers assist the Company in expanding its
market channel to successfully enter the supply chain of the theme park industry
and facilitate its expansion into the global market. As a consequence Brogent has
already entered the international theme park market (i.e. Europa-Park inGermany and Legoland parks around the world). On the other hand, theCompany has established it’s own sales team over the last decade that isbuilding on the brand awareness. Products are well received by the generalpublic and the positive feedback creates good references and a strong brand103

reputation.
b. Shortage of professional talent, hindering talent recruitment
Because information electronic related industries remain the dominant of thedomestic market, and domestic vendors have already established a complete
supply chain in the information hardware industry, general graduates still preferto enter industries relevant to information electronics. Furthermore, domestic
universities and colleges have established faculty departments associated with
software design or amusement facilities in recent years. However, talent stillrequire additional training, and simulator ride technologies encompass a wide
variety of aspects, thus making R&D talent recruitment and cultivation difficult.
Response measures:
Engage in industry-academia cooperation with National Pingtung University,
National Kaohsiung Normal University, National Sun Yat-sen University ,Kaohsiung American Shool and Fooyin University. Established a research centerin National Sun Yat-sen University to cultivate high-quality experts of digitalcontent development and foster technological talent that industries require;provide employees with favorable working environment, perfect employee
welfare systems, and formulate reward/punishment systems as well as employee
training programs; and establish job positions according to employees’ expertiseand characteristics and provide employees with the opportunity to become ashareholder of the Company so that they could share business outcomes with theCompany, thereby cohering their efforts and reducing turnover rate.
c. Raw material price and supply stability
The hardware system of the Company's simulator rides comprises thefollowing: The raw materials of carriers, six-axis platform, and steel structures
are mostly steel and iron. The prices of these raw materials may vary according
to market supply and demand, causing price fluctuations, thereby influencing theCompany's purchasing cost and profitability.
Response strategies:
In addition to having maintained a positive and long-term cooperative
relationship with its suppliers, the Company appropriately adjusts its sources ofprocurement and disperses different purchasing vendors to seek the most optimal
price quotation. Thus, over-concentration in purchasing, thereby increasing
operating risks can be avoided.

104

(2) Major product usage and manufacturing processesi.

Main purposes
Theme park, museum, exhibition hall, shopping center, and indoor professional
experience center afford entertainment and educational training functions to diversify
Brogent’s client base, provide adventurous experiences, and elicit sense of excitement.

ii.

Manufacturing process
A. Small-sized Rides :Independent new product development and improvement plan

Client demand

Conduct market research, newproduct creative collection,competitors' product analysis,
technical patents and otherfeasibility studies, and produce
new product plans

Proposal and Project Approved

Integration

Motionplatform
systemInteractive
SystemIntegration

Ergonomic
Ride-cabin
DesignExperience
Journey
DesignConducted integration, troubleshooting, testing, and modification

Operation,Market Trial Tests,and Production

105

Digital Content
Production andIntegration

B. Simulator rides:

Customer demand(simulator rides)

Convened productproject meeting andapproved forexecution

Hardwaretechnologies

Motionplatform
systemSoftwaretechnologies

Verticalspherical
screen system

Spherical projector
andplayback control
systemWireless
embedded control
systemConducted integration, troubleshooting, testing, and modification of pilot
machines

Machine operation test and product delivery

106

High-definition
digital content

State of supply of chief raw materials

iii.

Primary spare parts

Supply condition

1.Stewart six-axis platform

Good, stable

2.Structure of ride carriers

Good, stable

3.Spherical screen

Good, stable

4.Servo valve, motor

Good, stable

5.Projector

Good, stable

6.Acoustic equipment

Good, stable

7.Digital content contractor

Good, stable

8.LED module

Good, stable

The hardware and software systems of the simulator rides are designed and developedby the Company. Regarding the mechanical hardware parts, the Company cooperates
with its vendor and commissions contractors for assistance. The Company and its
suppliers have a stable cooperative relationship, facilitating the stable material supply.
Therefore, there were no incidences of supply interruption.

Major buying
information

iv.

and

selling

vendors/customer

A. Names of customers who accounted for more than 10% of the sales
in the last two years, sales as a percentage of total sales, andreasons of change.
Unit: NT$ 1,000
Item
1
2
3
4
5

Name
CHN0016
JPN0008
MEX0003
CAN0002
GBR
Others
Total

2022
Percentage
RelationshipAmountof net sales
Namewith issuer(%)
124,749
15.52
None
CHN0016
790
0.10
None
JPN0008
6,134
0.76
None
MEX0003
233,417
29.04
None
CAN000282,519
10.27
None
GBR
356,157
44.31
Others803,766
100.00
Total

2023
Percentage
RelationshipAmountof net sales
with issuer(%)
156,53418.14
None
127,052
14.73
None
107,021
12.41
None
21,848
2.53
None
9,656
1.12
None
440,592
51.07
862,703100.00Note:The year to printing date April 1 2024, financial results has not yet been reviewed by CPA.

Reasons for changes:
Our company primarily sells products related to sensory simulation amusement
equipment, with the main target customers being in the cultural and entertainment
industries. In fiscal year 2023, more than 10% of our net sales were from customers
who are major global integrated operators in the cultural and entertainment industry.
These customers are key partners with whom we continue to maintain ongoing107

business and cooperation. The locations of our equipment align with the potential
future market and business growth expectations.
Our company is continuously increasing its global market share by engaging
with renowned international giants and Taiwanese manufacturers, actively seeking
cooperation opportunities, and focusing on developing new customer sources todiversify customer orders and maintain steady growth. By establishing good
relationships with customers and partners in different regions, we ensure our positionand competitive advantage on the international stage.

B. Names vendors who accounted for more than 10% of the purchasesin the last two years, purchases as a percentage of total purchase,and reasons of change
Unit: NT$ 1,000
2022
Item

1
2
3
4

Name
A0000698
A0001091
A0000024
A0000008
OthersTotal

Amount2023

Percentage
Relationshipof totalwith issuer
purchase (%)

15,195
182,092
70,228402,797
670,312

2.27
27.16
10.48
60.09
100.00

None.
None.
None.
None.
-

Name
A0000698
A0001091
A0000024
A0000008
OthersTotal

AmountPercentage
Relationshipof totalwith issuer
purchase (%)

28,131
14,978
8,531
78,629130,269

21.59
11.50
6.55
60.36
100.00

None.
None.
None.
None.
-

Note: The year to printing date April 1 2024, financial results has not yet been reviewed by CPA.

Reasons for changes:
To develop simulator rides, the Company adequately uses the technical strength,
flexibility, and willingness of small and medium enterprises to cooperate. In addition,
the Company plans, designs, and collects the various technical and production
information of international companies, commissioning contractors to manufacture
our products. Furthermore, the Company cooperates with small and medium
enterprises to construct the supply chain system of simulator ride facilities. The
Company primarily procures six-axis platform, ride carriers, spherical screens, servo
valve, and projector and acoustic equipment. Except for when customers designate
their preferred suppliers, the Company's suppliers are selected according to their
quality, stability, delivery date, and price.
Overall, apart from A0000024 and A0001091 as single project outsourcing
vendors, the changes in our company's main suppliers over the past two years havemainly been based on project scale and completion status, without any significant
anomalies.

108Output volume and value durin g the most recent two
years

v.

The Company's primary business involved the R&D and sales of simulator rides.
Since 2008 when the Company started the development and selling of simulator ridefacilities, these facilities, including their hardware and software systems and automatedcontrol system, were designed and developed by the Company. The mechanical bodyengineering part was commissioned to external contractors, and the Company purchases
the final product from the supplier and therefore is not a manufacturing industry. Thus,
the Company is not associated with output volume and value.

Sales volume and value during most recent two yearsvi.

Primary products

2022
Domestic sales
Quantity

Value

Exports

Quantity

Simulator rides--

Others (Note)

-

Total

-

Value

Unit: NT$1,000
2023
Domestic sales
Exports
Quantity

Value

QuantityValue- 655,326

10,162686,576

53,378-95,06273,277

92,68853,378- 750,388

83,439779,264

Note: Others refer to repair and maintenance and income generated sales (gaming machines) and laboraffairs.

Reasons for changes:
The primary products simulator ride, the amount and ratio of exports arecomparable to those of 2022, and there have been no major changes. All of them aremainly for export, and there have been no major changes.

109

3. Employee Information in the Past 2 Years to the Date of the Annual
ReportEnd of 2022

End of 2023

Up toApril 1, 2024

Managerial officer

25

25

25

Number of

R&D personnel

120

113

108

employees

General employee

133

133

132

Total

278

271

265

Average age

38.01

38.79

39.06

Average years of service (year)

5.54

6.18

6.38

Ph.D

1.08

1.11

1.13

Master's

41.37

39.48

39.25

University

49.63

51.66

52.08

College

3.96

4.06

4.15

Senior high school

3.96

3.69

3.39

Year

Education
distribution (%)

4. Environmental protection expenditure information(1) The Company primarily engages digital content development and selling of simulator
rides, the production of which is entirely outsourced to external contractors. Therefore,
the Company is not associated with pollution concerns.
1. According to laws and regulations if it is required to apply for a permit for installing antipollution facilities, or permit of pollution drainage, or to pay anti-pollution fees, or toorganize and set up an exclusively responsible unit/office for environmental issues, thedescription of the status of such applications, payment or establishment shall be made:Not applicable.
2. Disclose an estimate of possible expenses that could be incurred currently andin the future and measures being or to be taken. If a reasonable estimation
cannot be made, provide the explanation: None.
(2) The 2nd stage of R&D and experience center was completed in 2016 and awared thegreen building certificate issued by Ministry of the Interior (Certification No. GBBC-01-00164 on 105.12.16) The related green power arrangement is explained asfollowings:
1.Installation of solar power-Using the roof space to install solar electric power generation110can output electricity without any pollution, noise and danger ; Besides, the solar panels
are able to beautify the roof, resist the irradiatioh of sun, and reduce indoor temperaturein summer for energy saving and carbon reduction.
2.Installation of central air-conditioning control system-The air-conditioning is operated by
the central air-conditioning control system. It can monitor the situation of all airconditionings for avoiding unnecessary waste.
3. Installation of all heat exchangers-All heat exchangers, as a part of the central airconditioning control system, it achieves increasing the air convection, improving indoor
air quality(reduce CO2 concentration), decreasing the electricity fee and energy loss
made by air exchange.
4. Build up rain storage and recycle irrigation systems-We recycle rain and store it after
filtering, in order to irrigate the plants. In this way, we can reuse the resource and cut
down the waste of water resource.
5.Use LED lightening system-All of office area and the test area of factory building are
equipped with LED lighting. Additionally, we have the switch schedule to every
illumination area for energy saving and carbon reduction.
6.Set up indoor air quality supervisory system-We regularly supervise the indoor pollutants,
and ensure air quality with the current National and International Standards.
7.On November 25, 2021, the original certification authority, Taiwan Architecture Center,
conducted an on-site inspection and confirmed that the current status was consistent withthe original design, and agreed to extend the certification for five years until December
16, 2026.
(3) Brogent is a general office building instead of the manufacturing industry in Kaohsiung
Software Technology Park. Since 2020, we collaborated with government policy inpromoting the energy saving measures.
(4) We make effort to develop every energy saving measures aggressively. We take measures
to use the office supplies with energy saving mark, increase the usage rate by managing theclassification of waste, and strengthen indoor greening to improve air quality.
(5) Since 2020, we have been donating our company's recycled materials (including waste111

packaging materials) to the Environmental Protection Station of the Kaohsiung Branch of
Tzu Chi Foundation, in order to implement the concept of environmental protection andresource reuse, and inject infinite vitality into the materials.
(6) Brogent technologies INC. belongs to cultural and creative industry and our producs aremostly made by subcontractors. We enact the safe policy and irregularly execute thetraining of labor safety. Our secuity system and environment maintenance are both
responsible by the professional subcontractors. All of the fire equipments are regurly
maintained and declared by the related departments; In addition, the access control isrestricted by the identification card. For safety, everyone has to swipe the identification
card to get in each entrance.

5. Labor Relations
1. Set forth all employee benefits, continuing education, training, retirement systems, and thestatus of their implementation, as well as the status of agreements between labor andmanagement, and all measures aimed at preserving the rights and interests of employees:(1) Employee welfare measures and implementation status
The Company offers the following welfare to its employees: labor and healthinsurance, employee group insurance, business travel accident insurance, employee
health examination, three-festival bonuses (Dragon Boat Festival, Moon Festival, andChinese New Year), employee stock ownership trust, and allowances for marriage,
funeral, sick leave, bereavement, maternal leave subsidies, maternity as well as year-end
party, and dessert bar and coffee, on-site medical personnel services, and the provisionof breastfeeding rooms and childcare facilities.
In addition, the Company has also set up an Employee Welfare Committee that
handles employees' various welfare affairs, including Designated Discount Store ,annual employee travel subsidies, birthday bonus, seasonal gatherings, family days,
Sports day, club activities, ball games, road running and emergency relief.
(2) Employee training & development, and status of their implementation
To enhance employees’ career development needs, working efficiency and quality,
the Company requires all its new recruits to receive orientation training to create asmoother transition into this company and their new position. During their period of
employment, the Company integrates internal / external resources and designs
diversified development programs based on business objectives and the nature of theindividual’s job, including online Courses offer flexibility; Internal training courses
entail exchanging internal professional technologies and improving employee
112

productivity; external courses depend on company requirements. Employees may bedispatched to attend external seminars and courses. Thus, the Company's employees areprovided with opportunities to receive professional training. Training attendance isregistered and managed with the hope of fostering professional talent and effectively
nurture and utilize talent by multiple program, such as career development survey andinternal internship program.
(3) Employee recognitionandstatus of implementation
The Company sponsors various internal award programs to recognize bothindividual and at a team level. Such as “Bo Le” team competition is designed forencouraging those teams who demonstrate the value of teamwork; “idea proposal”
award is consistant with the Company’s value “Creativeness: To innovate by boundless
thinking, create brand new immersive and emotive experiences”; Excellent Instructor
Award: praises the outstanding performance and contribution of internal instructors intraining courses for employees.; Service Award: recognition and appreciation of senior
employees and their long-term commitment and dedication; Bravo! Brogenter
Recognition Program: to honor those empoyees who demonstrated the behavour ofBrogent core competencies.
Apart from corporate-wide awards, employees continued to be recognized as the
Model Labor Award since 2019.
(4) Employee pension system and status of implementation
The Company regulates employee pension system according to the Labor Standard
Act and Labor Pension Act, In 2021, The Company regulates employee pension system
according to the Labor Pension Act. Since there is no applicable employee, the oldpension system of Labor Standard has been closed in May. As of July 1, 2005, when
the new labor pension system was implemented by the government, eployees who prefer
the new pension system shall have 6% of their monthly salary contributed to theirpersonal pension account and shall retain their seniority status as required by the Labor
Standard Act, to ensure their living needs after they retire.
(5) Labor negotiations
The Company is subject to the Labor Standard Act, operating its business inaccordance with the Labor Standard Act. Generally, the Company emphasizes theimportance of employee welfares and communication with its employees; therefore, it
has maintained a harmonious relation with its employees. In addition, to maintainpositive labor relation, the Company attaches increased importance on employee
opinions, which can be communicated by the employeesvia email or anyother113

communication channel. Since its establishment, the Company has not been involved inlabor disputes. Moreover, the Company will still set up multiple communication
channels for its employees so that a more harmonious labor relationship can be sustained
and creates a win-win situation for the Company and employees.
(6) Measures for protecting employee rights and interests
The Company has a complete document management system that specifies various
management regulations, employee rights and obligations and their welfares, to protect
employee rights and interests.
(7) Preventive measures taken to ensure a safe working environment and maintainemployees' personal safety:
The Company hires designated personnel to plant flowers and trees in vacant spaces
surrounding the Company. By applying the practice of landscape greening, theCompany creates a comfortable, set up an employee gym and relaxation center on thecompany's sky bridge, providing fitness equipment, weight training facilities, foosballtables, video game consoles, and massage chairs for employees to relieve physical andmental stress, safe working environment and plans an effective parking space. The
Company constructs a safe, healthy working environment and regularly provides
employee health examination to maintain employee physical and mental health. In
addition, a Labor Safety and Health Committee is established to engage in promotion
efforts for environmental protection and labor safety and health. The Company alsooffers employee safety and health training programs to help employees enhance theirhealth and safety related knowledge and skills.
2. Describe the loss suffered by the company due to labor disputes occurring in the mostrecent 2 fiscal years and up to the annual report publishing date, and disclose the estimatedamount expected to be incurred for the present and future as well as the preventive
measures:
The Company maintains a harmonious relationship with its employees. There wereno losses incurred from incidences of labor disputes during the most recent 2 years up to
the publishing date of the annual report. The Company upholds the principle ofmaintaining a reciprocal relationship and sharing profits with its employees. There isminimum likelihood of losses due to labor disputes occurring in the future.

114

6. Cyber security management
1. Describe the cyber security risk management framework, cyber security policies, concrete
management programs, and investments in resources for cyber security management.
(1) Cyber security risk management framework
The responsible unit for information security of the company is the Information
Department, which includes a Chief Information Security Officer and several
information security engineers. The unit responsible for formulating company
information security policies, planning information security measures and promoting theimplementation of relevant information security operations.There is also a specialorganization of the Information Security Committee, which holds regular meetings
every year and the general manager serves as the chairman, and the first-level supervisorof each unit serves as the security committee. The Information Security Committee
adopts the ISO27001 information security management system standard "PDCA cycle"
to ensure the achievement and continuous improvement of the company's information
security management goals.

115

(2) Cyber security policies
The company's information security objectives are to ensure the confidentiality,
integrity, availability and compliance of the core system management business and to
identify and evaluate qualitative or quantitative risks according to the importance ofassets to control and confirm the effectiveness of information security management
implementation and whether information security objectives are achieved.
i. Confidentiality: ensure that any sensitive information of the company is notdisclosed on the Internet.
ii. Integrity: ensure the correctness of the company's sensitive information.
iii. Availability: ensure that the important information held by the company is actually
backed up.
iv. Compliance: follow the relevant laws of my country to avoid the rights and interestsof the company or third parties infringe.
(3) Concrete management programs
i. Management methods and norms: Formulate relevant information security norms
and operating methods, and implement due information security behaviors for all
employees of the company and regularly check whether the relevant system is in
conflict with the company's internal process, and adjust it in a timely manner ifnecessary.
ii. Tie-in system: In order to prevent various information security threats from internaland external sources, the corresponding information systems are built and integrated
according to the actual situation to strengthen the security of the company's overall
information environment and through the annual emergency response drill to verify
the effectiveness of each system.
iii. Internal education and training: Regularly implement internal information security
education and training and information security publicity, and at the same time,through actual information security drills to grasp whether all employees of thecompany have sufficient information security awareness.
(4) Investments in resources for cyber security management
Each annual fixed budget shall be invested in the construction of information security,
including the introduction and optimization of information equipment or systems,
information security education and training, external service fees, etc., so as to improvethe company's overall protection and information security capabilities.

116

2.List any losses suffered by the company in the most recent fiscal year and up to the annual
report publication date due to significant cyber security incidents, the possible impacts
therefrom, and measures being or to be taken. If a reasonable estimate cannot be made,an explanation of the facts of why it cannot be made shall be provided.
The Company has not found any significant information security incidents in the2023 and up to the date of printing of the annual report, it has or may have a material
adverse effect on the company's business and operations, and has not been involved in
any legal cases or regulatory investigations. In the future, we will continue to review andevaluate its information security regulations and procedures annually to ensure its
appropriateness and effectiveness to control or maintain the functions of importantbusiness operations such as the company's operations and accounting.

117

7. Important contracts
Nature ofcontract

Sales

Equipment
RentalContracting parties

Date of contract start and end

Restriction
clausesTaiwan
TWN00292023.03.31~May terminate thecontract according to agreement

Simulator rides

None

Qatar
QAR0001

2023.05.08~May terminate thecontract according to agreement

Simulator rides

None

Saudi Arabia
SAU0001

2023.05.22~May terminate thecontract according to agreement

Simulator rides

None

Japan
JPN00082023.06.28~May terminate thecontract according to agreement

Simulator rides

None

Brazil
BRA0001

2023.09.20~May terminate thecontract according to agreement

Simulator rides

NoneSouth Korea
KOR0001

2023.10.19~May terminate thecontract according to agreement

Simulator rides

None

CanadaCAN0006

2023.10.26~May terminate thecontract according to agreement

Simulator ride attraction
turnkey solution including
content production

None

Taiwan
TWN00372024.01.08~May terminate thecontract according to agreement

Simulator rides and content
licensingNone

Taiwan
TWN00422024.03.20~May terminate thecontract according to agreement

Simulator rides

None

Simulator rides

None

Renting of Kaohsiung
Software Park Land

None

Renting of Taoyuan
premisesNone

Renting of Chiaotou Science
Park Park Land

None

Brogent Global Inc. 2019.01.10~2029.01.09

Export Processing
Zone Administration, 2012.03.14~2032.03.13
MOEA
Reychen Steel Co.,
2022.09.01~2026.02.28
Land Rental
Ltd.
Southern Taiwan
Science Park Bureau,
2023.07.26~2053.07.31
National Science andTechnology Council
Taiwan Cooperative
Loan
2016.04.11~2031.10.13
Bank
Guarantee

Content

Taichung Commercial
2023.12.15~2027.03.04
Bank Co., Ltd.

118

Long-term collateral-basedloan application
Appointment of guarantee
for the issue of convertible
bonds

None
None

VI. Financial Overview
1. Condensed balance sheets and statement of income (2018 - 2022)(1) Condensed balance sheets
1. Condensed balance sheets- International Financial ReportingStandards (IFRS)- Consolidated(Note 1)
Unit: NT$ 1,000

Year

As of
April 1,
2024
(Note 3)Financial information: FY2019 - FY2023

Item

2019

2020

2021

2022

2023

Current assets
Property, plant
equipment
Intangible assets

3,056,839

3,172,477

2,817,637

3,098,240

3,002,400-

1,045,007957,475

976,416758,358

736,179-

232,299

183,694

166,000

196,740

203,030-

814,435

799,366

816,386

898,035

1,108,784-

andOther assets
Total Assets

5,148,580

5,113,012

4,776,439

4,951,373

5,050,393-

BeforeDistribution

943,231640,872

881,363

943,026

1,040,376-

After
Distribution

1,255,416

640,872

881,363

1,036,802

Note2

-

Non-current liabilities

1,164,219

1,823,113

861,668

813,974

860,843-

BeforeDistribution

2,107,450

2,463,985

1,743,031

1,757,000

1,901,219-

Distribution

2,419,635

2,463,985

1,743,031

1,850,776

Note2

-

Equity attributable toowners of parent

2,967,957

2,646,269

3,032,000

3,194,120

3,149,174-

BeforeDistribution

557,474

557,474

609,644625,174

648,357-

After
Distribution

557,474

557,474

609,644625,174

Note2-

BeforeDistribution

1,968,156

2,021,953

2,501,234

2,648,189

2,672,817-

After
Distribution

1,968,156

2,021,953

2,501,234

2,453,686

Note2

-

BeforeDistribution

457,184

93,306(39,447)(100,727)(167,662)-

After
Distribution

144,999

93,306(39,447)-(14,857)(26,464)-

21,484-(4,338)---(39,431)-73,173

2,758

1,408

253

-

-

BeforeDistribution

3,041,130

2,649,027

3,033,408

3,194,373

3,149,174-

After
Distribution

2,728,945

2,649,027

3,033,408

3,100,597

Note2

-

Current
liabilities

Total liabilities After

Capital Stock
CapitalSurplusRetainedearnings(Accumulated
deficit)
Other equity
Treasury shares
Non-controllinginterests
Total Equity

Note 1: Financial information from 2019 to 2023 was audited by CPA.
Note 2: The 2023 Deficit Compensation plan has not been resolved in the shareholders' meeting.
Note 3: The year to printing date April 1 2024, financial results has not yet been reviewed by CPA.

119

Note2

-

-

2. Condensed balance sheets- International Financial Reporting Standards(IFRS)- Individual(Note 1)
Unit: NT$ 1,000

Year

As of
April 1,
2024
(Note 3)Financial information: FY2019 - FY2023

Item

2019

2020

2021

2022

2023

Current assets
Property, plant
equipment
Intangible assets

2,832,402

2,454,972

2,133,729

2,523,633

2,512,167-

831,525

906,849

953,484

753,565

725,253-

85,30355,551

81,234

79,23576,768-755,674

1,089,089

1,148,125

1,232,949

1,475,180-

andOther assets
Total Assets

4,504,904

4,506,461

4,316,572

4,589,382

4,789,368-

BeforeDistribution

747,403337,621690,396

768,575

924,539-

After
Distribution

1,059,588

337,621690,396862,351

Note2-

Non-current liabilities

789,544

1,522,571

594,176

626,687

715,655-

BeforeDistribution

1,536,947

1,860,192

1,284,572

1,395,262

1,640,194-

Distribution

1,849,132

1,860,192

1,284,572

1,489,038

Note2

-

Equity attributable toowners of parent

2,967,957

2,646,269

3,032,000

3,194,120

3,149,174-

BeforeDistribution

557,474

557,474

609,644625,174

648,357-

After
Distribution

557,474

557,474

609,644625,174

Note2-

BeforeDistribution

1,968,156

2,021,953

2,501,234

2,648,189

2,672,817-

After
Distribution

1,968,156

2,021,953

2,501,234

2,453,686

Note2

-

BeforeDistribution

457,184

93,306(39,447)(100,727)(167,662)-

After
Distribution

144,999

93,306(39,447)

-

Note2

-

(14,857)(26,464)(39,431)

21,484(4,338)

-

-

-

-

-

-

-

-

-

-

-

-

-

BeforeDistribution

2,967,957

2,646,269

3,032,000

3,194,120

3,149,174-

After
Distribution

2,655,772

2,646,269

3,032,000

3,100,344

Note2

-

Current
liabilities

Total liabilities After

Capital Stock
CapitalSurplusRetainedearnings(Accumulated
deficit)
Other equity

Treasury shares
Non-controllinginterests
Total Equity

Note 1: Financial information from 2019 to 2023 was audited by CPA.
Note 2: The 2023 Deficit Compensation plan has not been resolved in the shareholders' meeting.
Note 3: The year to printing date April 1 2024, financial results has not yet been reviewed by CPA.

120

(2) Condensed statements of income
1. Condensed statements of income- International Financial ReportingStandards (IFRS)-Consolidated (Note 1)
Unit: NT$ 1,000

Year

As of
April 1,
2024
(Note 2)Financial information: FY2019 - FY2023

Item

2019

2020

2021

2022

2023

Sales revenue

2,080,441

1,062,899

787,749

803,766

862,703-

Gross profit
Operating income(loss)
Non-operating
income and expense
Net income (loss)
before tax
Continuing
operations
Net income (loss)
Profit and loss of
discontinuing
operations
Net income (loss)
Other comprehensive
income (loss)(net of income Tax)
Total comprehensive
income (loss)
Net income (loss)
belongs to the parent
company
Net income (loss)
belongs to noncontrolling interests
Total comprehensive
income (loss) belongs
to the parent company
Total comprehensive
income (loss) belongs
to the non-controllinginterests
Earnings (Loss) per
share

1,002,360

502,416

376,506

330,517361,812-420,809(22,524)(180,135)(247,263)(224,368)-

51,092(19,314)

26,353

163,305

2,085-

471,901(41,838)(153,782)(83,958)(222,283)-

383,810(51,758)(133,323)(62,398)(179,975)

-

-

-

-

-

-

-

383,810(51,758)(133,323)(62,398)(179,975)-(22,242)(11,734)(14,864)

60,878(16,916)-

361,568(63,492)(148,187)(1,520)(196,891)-

366,525(49,184)(131,956)(60,726)(179,764)-

17,285(2,574)(1,367)(1,672)(211)-

344,255(61,512)(145,203)

189(196,662)-

17,313(1,980)(2,984)(1,709)

(229)

-

6.57

(0.88)(2.31)(0.99)(2.79)-

Note 1: Financial information from 2019 to 2023 was audited by CPA.
Note 2: The year to printing date April 1 2024, financial results has not yet been reviewed by CPA.

121

2. Condensed statements of income- International Financial ReportingStandards (IFRS)-Individual(Note 1)
Unit: NT$ 1,000

Year
Item
Sales revenue
Gross profit
Operating income(loss)
Non-operating
income (loss) and
expenseNet income (loss)
before tax
Continuing
operations
Net income (loss)
Profit and loss of
discontinuing
operations
Net income (loss)
Other comprehensive
income (loss)(net of income Tax)
Total comprehensive
income (loss)
Net income (loss)
belongs to the parent
company
Net income belongs to
non-controllinginterests
Total comprehensive
income (loss) belongs
to the parent company
Total comprehensive
income belongs to thenon-controllinginterests
Earnings (Loss) per
share

As of
April 1,
2024
(Note 2)Financial information: FY2019 - FY2023
2019

2020

2021

2022

2023

1,550,841

823,838

578,449

763,368

847,582-

757,606

395,523

313,910361,183

346,494-

323,710(15,348)(205,066)(168,460)(188,983)-

103,576(38,498)

34,426

94,588(19,159)-

427,286(53,846)(170,640)(73,872)(208,142)-

366,525(49,184)(131,956)(60,726)(179,764)

-

-

-

-

-

-

-

366,525(49,184)(131,956)(60,726)(179,764)-(22,270)(12,328)(13,247)

60,915(16,898)-344,255(61,512)(145,203)

189(196,662)-

366,525(49,184)(131,956)(60,726)(179,764)

-

-

-

-

-

-

-

344,255(61,512)(145,203)

189(196,662)

-

-

-

-

-

-

-

6.57

(0.88)(2.31)(0.99)(2.79)-

Note 1: Financial information from 2019 to 2023 was audited by CPA.
Note 2: The year to printing date April 1 2024, financial results has not yet been reviewed by CPA.

122

3. The 2019 - 2023 Names of auditors and audit opinions
Year

Name of accounting firm

CPA

Audit opinion
Unqualified Opionoin(Emphasis of Matter orOther Matters)

2019

Grant Thornton Taiwan

Yao-Ting Li
Yi-Shun Chang

2020

Deloitte & Touche Certified
Public Accountants

Chiu-Yen Wu
Lee-Yuan Kuo

Unqualified Opionoin(Emphasis of Matter orOther Matters)

2021

Deloitte & Touche Certified
Public Accountants

Chiu-Yen Wu
Lee-Yuan Kuo

Unqualified Opionoin

2022

Deloitte & Touche Certified
Public Accountants

Chiu-Yen Wu
Lee-Yuan Kuo

Unqualified Opionoin

2023

Deloitte & Touche Certified
Public Accountants

Chiu-Yen Wu
Lee-Yuan Kuo

Unqualified Opionoin

123

2. Financial Analysis(1) Financial analysis (2019 - 2023)
1. Financial Analysis- International Financial Reporting Standards(IFRSs)-Consolidated(Note 1)
Item

As of
April 1,
2024
(Note 2)Financial analysis (2019 - 2023)

Year
2019

2020

2021

2022

2023

40.93

48.19

36.49

35.49

37.64

-

402.42467.08398.92528.56544.71-

Current ratio

324.08495.03319.69328.54288.59-Solvency
Quick ratio(%)

275.27439.02280.61287.79256.92-

2,088.88(43.27)(468.24) (254.00) (714.40)

-

6.53
55.90

3.96
92.17

3.56
102.533.31
110.271.90
192.11

-

-

-

-

-

-

-

9.81
-

5.35
-

4.12
-

4.48
-

5.62
-

-

1.97

1.06

0.81

0.93

1.15

-

0.44
8.60
12.63

0.21
(0.55)(1.75)

0.16(2.26)(4.65)

0.17(0.89)(1.95)

0.17(3.16)(5.67)-

84.65(7.50)(25.22)(13.43)(34.28)-Cash flow ratio (%)

18.45
6.57
31.12

(4.87)(0.88)(0.19)(16.92)(2.31)(2.33)(7.76)(0.99)(0.85)(20.86)(2.79)
11.02-

Cash flows Cash flow adequacy ratio (%)

3.89

23.17

36.86

24.65

34.92

-

Cash reinvestment ratio (%)

2.34(8.20)(0.62)(0.24)

0.64-

Operating leverage

1.40(5.76)

0.14

0.28

0.18

-

Financial leverage

1.06

0.44

0.87

0.91

0.89

-

Financial Debt-to-assets ratio
structure
Long-term fund to property, plant and(%)
equipment (fixed assets) ratio

Times interest earned
Receivables turnover ratio (times)
Average days of collection
Inventory turnover ratio (times)(Note 2)
Operating
Payables turnover ratio (times)
ability
Average days of sales
Property, plant and equipment (fixed
assets) turnover ratio (times)
Total assets turnover ratio (times)
Return on assets (%)
Return on equity (%)
Paid-in capital to income before tax (%)
Profitability(Note 8)Net profit margin (%)
Earnings per share (NT$)

Leverage124

Reasons for changes in financial ratios in the most recent 2 years. (Can be left blank of the increase or decrease is less than 20%)
1. Times interest earned: This mainly reflects an increase in the current period's losses compared to the previous period, resulting inan expansion of negative values for this ratio.
2. Receivables turnover ratio and Average days of collection: The main reason is the significant increase in the estimated accounts
receivable amount due to the completion of major projects during the current period.
3. Payables turnover ratio : The main reason is that payments for equipment deliveries from several projects were made during thecurrent period, leading to a decrease in accounts payable from the previous period and resulting in an increase in turnover ratio.
4. Property, plant and equipment (fixed assets) turnover ratio: The main reason for the increase in turnover ratio is due to the additionof property, plant, and equipment (PPE) during the current period exceeding the amount of depreciation and amortization.
5. Profitability-related ratios: The main reason is the exacerbation of losses in the current period, leading to a negative trend in various
indicators.
6. Cash flow-related ratios: Although the company is experiencing a loss, the cash flow from operating activities is positive andincreasing, leading to a positive trend in related indicators.
7. Operating leverage: The main reason is the impact of labor shortages, which has delayed equipment installation progress, leading
to a situation where the company still incurs an operating net loss.
Note 1: Financial information from 2019 to 2023 was audited by CPA.
Note 2: The year to printing date April 1 2024, financial results has not yet been reviewed by CPA.

125

2. Financial Analysis- International Financial Reporting Standards(IFRSs)-Individual(Note 1)
Financial analysis (2019-2023 )

Year
Item

2019

2023

29.76

30.40

34.25

-

451.88459.71

380.31507.03532.89-Current ratio

318.76727.14309.06328.35271.72-

Quick ratio

273.83645.29267.28279.68238.24-(169.35) (765.97)(318.59)(863.84)-

Receivables turnover ratio(times)Average days of collection

2,901.88
3.97

2.86

2.46

2.57

2.32

-

91.94

127.62148.37142.02

157.33

-

-

-

-

10.14

6.13

4.21

-

-

-

1.84

0.95

0.62

0.89

1.15

-

0.37

0.18

0.13

0.17

0.18

-

9.06
12.63

(0.74)(1.75)(2.63)(4.65)(1.05)(1.95)(3.47)(5.67)-

76.65(9.66)(27.99)(11.82)(32.10)-Cash flow ratio (%)

23.63
6.57
24.66

(5.97)(0.88)
55.83(22.81)(2.31)(4.34)(7.96)(0.99)(14.01)(21.21)(2.79)
7.36-

Cash flow adequacy ratio
(%)

0.54

35.75

39.26

29.06

29.02

-

Cash reinvestment ratio (%)(0.76)(3.04)(0.85)(2.86)(0.70)-

Operating leverage

1.43(8.41)

0.50

0.22(0.14)-

Financial leverage

1.05

0.43

0.91

0.91

0.90

-

Inventory turnover ratio(times) (Note 2)
Payables turnover ratio
Operating(times)ability
Average days of sales
Property, plant andequipment (fixed assets)turnover ratio (times)
Total assets turnover ratio(times)Return on assets (%)
Return on equity (%)
Paid-in capital to income
Profitability
before tax (%) (Note 8)
Net profit margin (%)
Earnings per share (NT$)

Leverage

2022

41.28

Times interest earned

Cash flows

2021

34.12

Debt-to-assets ratio
Financial
structure (%) Long-term fund to property,
plant and equipment (fixed
assets) ratio
Solvency
(%)

2020

As of
April 1,
2024
(Note2)

126

4.77

6.01

-

Reasons for changes in financial ratios in the most recent 2 years. (Can be left blank of the increase or
decrease is less than 20%)
1. Times interest earned: This mainly reflects an increase in the current period's losses compared to the previous period, resulting
in an expansion of negative values for this ratio.
2. Payables turnover ratio : The main reason is that payments for equipment deliveries from several projects were made during
the current period, leading to a decrease in accounts payable from the previous period and resulting in an increase in turnoverratio.
3. Property, plant and equipment (fixed assets) turnover ratio: The main reason for the increase in turnover ratio is due to theaddition of property, plant, and equipment (PPE) during the current period exceeding the amount of depreciation andamortization.
4. Profitability-related ratios: The main reason is the exacerbation of losses in the current period, leading to a negative trend invarious indicators.
5. Cash flow-related ratios: Although the company is experiencing a loss, the cash flow from operating activities is positive andincreasing, leading to a positive trend in related indicators.
6. Operating leverage: The main reason is the impact of labor shortages, which has delayed equipment installation progress,
leading to a situation where the company still incurs an operating net loss.

127

Note 1: The 2019-2023 Financial Reports of the Company have been reviewed by the CPA.
Note 2: The year to printing date April 1 2024, financial results has not yet been reviewed by CPA.
Note 3: The Company primarily focuses on the R&D and design of simulator rides by using its design, R&D, andsystem integration capabilities as well as the hardware equipment of outsourced vendors. Because theCompany's core value is its design, R&D, and system integration capabilities, its business characteristic differsfrom general manufacturing industries in that the Company manufactures and sells physical products.
Therefore, inventory turnover ratio is not calculated.

1283. Audit Committee Audit Report
Refer to Appendix 2.

4. Financial Report and CPA Review Report
Refer to Appendix 3.

5. Individual financial report reviewed by CPA
Refer to Appendix 3 of the company’s Chinese version 2022 annual report.

6. Financial difficulties and corporate events encountered by the Company andaffiliates in the past two years and up to the date of report that have material
impact on the financial status of the Company: None.

129

VII. Precautions of Review and Analysis of Financial
Status and Business Performance1.

Financial status(1) Consolidated
Unit: NT$ 1,000

3,098,240

3,002,400

Variation
Amount(95,840)

758,358

736,179(22,179)(2.92)

196,740
898,035
4,951,373

203,030
1,108,784
5,050,393

6,290
210,749
99,020

3.20
23.47
2.00

Current liabilities

943,026

1,040,376

97,35010.32

Non-current liabilities

813,974

860,843

46,869

5.76

Total liabilities

1,757,000

1,901,219

144,219

8.21

Capital Stock625,174

648,357

23,183

3.71

Capital Surplus

2,648,189

2,672,817

24,6280.93

Retained earnings(100,727)(167,662)(66,935)

66.45

21,484(4,338)(25,822)(120.19)

253

-

(253)

(100.00)

3,194,373

3,149,174(45,199)(1.41)Year
Item
Current assets
Property,plantand
equipment
Intangible assets
Other assets
Total Assets

2022

Other equity
Non-controlling interests
Total Euity

2023%(3.09)

Analysis and explanation of changes:(1) The increase in other assets is mainly due to the increase in prepayments for intangible assets related tovideo production during the current period.
(2) The increase in current liabilities is primarily due to the increase in short-term borrowings necessary for
operations.
(3) The increase in non-current liabilities is mainly due to the addition of lease liabilities for the newly leased
Qiaoke land.
(4) The decrease in retained earnings is primarily due to the operating losses incurred during the current period.
(5) The decrease in other equity is mainly due to the foreign exchange loss from the translation of financial
statements of overseas operating entities.
(6) The decrease in non-controlling interests is mainly due to the settlement of HexaRide, a subsidiary of theconsolidated company.
Major Impact on Financial Performance: The above deviations had no major impact on financial
performance.
Future Plan on Financial Performance: Not applicable.

(2) Induvidual
Unit: NT$ 1,000

Year
Item
Current assets
Property,plantand
equipment
Intangible assets
Other assets

2,523,633

2,512,167

Variation
Amount(11,466)

753,565

725,253(28,312)(3.76)

79,2351,232,949

76,7681,475,180(2,467)242,231(3.11)
19.65

2022

2023

130

%
(0.45)

4,589,382
768,575

4,789,368
924,539

Variation
Amount199,986
155,964

626,687

715,655

88,968

14.20

Total liabilities

2,523,633

1,640,194

244,932

17.55

Capital Stock

1,395,262

648,357

23,183

3.71

Capital Surplus

625,174

2,672,817

24,6280.93

Retained earnings

2,648,189(167,662)(66,935)

66.45

21,484(4,338)(25,822)(120.19)

-

-

-

-

3,194,120-

3,149,174(44,946)(1.41)

Year
Item
Total Assets
Current liabilities
Non-current liabilities

Other equity

2022

2023

Non-controlling interests
Total Euity

%
4.36
20.29

Analysis and explanation of changes:(1) The increase in current liabilities is primarily due to the increase in short-term borrowings necessary for
operations.
(2) The decrease in retained earnings is primarily due to the operating losses incurred during the current period.
(3) The decrease in other equity is mainly due to the foreign exchange loss from the translation of financial
statements of overseas operating entities.
Future Plan on Financial Performance: Not applicable.

2. Financial performance(1) Comparative analysis of business performance- Consolidate
Unit: NT$ 1,000

Year
Item
Sales revenue
Operating cost
Unrealized Gross Profit on
Sales to Associates
Gross profit
Operating expenses
Operating loss
Non-operating income (loss)
and expense
Loss before tax

2022

2023

ChangeVariation as a(amount)
percentage (%)
58,937
7.33
27,642
5.84-

803,766
473,249-

862,703
500,891-

330,517577,780(247,263)

361,812586,180(224,368)

31,2958,400
22,8959.47
1.45(9.26)

163,305

2,085(161,220)(98.72)(83,958)(222,283)(138,325)

164.75

INCOME TAX loss (BENEFIT)(21,560)(42,308)(20,748)

96.23

Continuing operations
Net loss
Other comprehensive loss
(net of income Tax)
Total comprehensive loss
Net loss belongs to the parent
company(62,398)(179,975)(117,577)

188.4360,878(16,916)(77,794)(127.79)(1,520)(196,891)(195,371)

12,853.36(60,726)(179,764)(119,038)

196.02

Total comprehensive loss
belongs to the parent company

189(196,662)(196,851)(104,153.97)

131

Year
Item

2022

Change(amount)

2023

Variation as apercentage (%)

Analysis and explanation of changes:(1) The decrease in non-operating income is mainly due to the gains from the disposal of PP&E and foreignexchange in the previous period.
(2) The increase in income tax benefit is due to the increase in losses resulting in deferred income tax benefits.
(3) The current net loss, total comprehensive loss, net loss belongs to the parent company, and comprehensive loss
belongs to the parent company's continuing net loss are mainly due to the fact that revenue has not yet reachedbreakeven.
(4) The decrease in other comprehensive income is mainly due to the foreign exchange loss from the translation offinancial statements of overseas operating entities.
Major Impact on Financial Performance: The above deviations had no major impact on financial performance.
Future Plan on Financial Performance: Not applicable.

(2)Comparative analysis of business performance- Individual
Unit: NT$ 1,000

Year
Item
Sales revenue
Operating cost
Unrealized Gross Profit on
Sales to Associates
Gross profit
Operating expenses
Operating loss
Non-operating income (loss)
and expense
Loss before tax
INCOME TAX loss (BENEFIT)

Continuing operations
Net loss
Other comprehensive loss
(net of income Tax)
Total comprehensive loss
Net loss belongs to the parent
company
Total comprehensive loss
belongs to the parent company

2022

2023

ChangeVariation as a(amount)
percentage (%)
84,214
11.03
98,903
24.59

763,368

847,582

402,185

501,088

-

-

-

-

361,183
529,643(168,460)

346,494
535,477(188,983)(14,689)
5,834(20,523)(4.07)
1.10
12.18

94,588(19,159)(113,747)(120.26)(73,872)(13,146)(208,142)(28,378)(134,270)(15,232)181.76115.87(60,726)(179,764)(119,038)

196.02

60,915(16,898)(77,813)(127.74)

189(196,662)(196,851)(104,153.97)(60,726)(179,764)(119,038)

196.02

189(196,662)(196,851)(104,153.97)

Analysis and explanation of changes:(1) The decrease in non-operating income is mainly due to the gains from the disposal of PP&E and foreignexchange in the previous period.
(2) The increase in income tax benefit is due to the increase in losses resulting in deferred income tax benefits.
(3) The current net loss, total comprehensive loss, net loss belongs to the parent company, and comprehensive loss
belongs to the parent company's continuing net loss are mainly due to the fact that revenue has not yet reachedbreakeven.
(4) The decrease in other comprehensive income is mainly due to the foreign exchange loss from the translation offinancial statements of overseas operating entities.
Major Impact on Financial Performance: The above deviations had no major impact on financial performance.
Future Plan on Financial Performance: Not applicable.

(3) Expected Sales Volume and Criteria
On the basis of current industrial environment and future market supply and demand, as well as
information relevant to R&D schedule and business development, the Company expects its
132

business to growth steadily in 2023.

3. Cash flows(1) Analysis on the cash flow changes - Consolidated
Unit: NT$ 1,000

Item

2022

Net cash inflow (outflow) from operating
activities
Net cash inflow (outflow) from investing
activities
Net cash inflow (outflow) from financing
activities

2023

Changes(increase/decrease)(7,979)114,666

122,645(45,577)(142,565)(96,988)

90,078154,194

64,116

Analysis and explanation of changes:(1) The increase in net cash outflow from operating activities is mainly due to the disposal of financial assets measured
at fair value through profit or loss.
(2) The increase in net cash outflows from investing activities is mainly due to the acquisition of property, plant, andequipment, as well as intangible assets.
(3) The increase in net cash inflows from financing activities is mainly due to borrowing activities.

(2) Analysis on the cash flow changes - Individual
Unit: NT$ 1,000

Item

2022

Net cash inflow (outflow) from operating
activities
Net cash inflow (outflow) from investing
activities
Net cash inflow (outflow) from financing
activities

2023

Changes(increase/decrease)(107,707)

68,022

175,729

17,992(72,472)(90,464)

91,671

181,933

90,262Analysis on the cash flow changes of in these two years:(1) The increase in net cash outflow from operating activities is mainly due to the disposal of financial assets measured
at fair value through profit or loss.
(2) The increase in net cash outflows from investing activities is mainly due to the acquisition of property, plant, andequipment, as well as intangible assets.
(3) The increase in net cash inflows from financing activities is mainly due to borrowing activities.

(3) Improvement plan for inadequate liquidity: None.
(4) Cash flow analysis for the coming year
Unit: NT$ 1,000
Cash balance,
beginning

839,730

Expected cash
flow fromoperatingactivities

85,982

Expected cash
flow frominvestment andfinancing
activities

Expected cash Remedial measures for expected cash deficit
surplus (deficit)+ Investment plan
Financing plan

(168,821)

756,891--

Analysis on the cash flow for the coming year:(1) Operating activities: The main reason is the generation of cash inflows from operating net profit.
(2) Investment and financing activities: The main reason is the repayment of long and short-term borrowings.
(3) Remedial measures for expected cash deficit: N/A

133

4. Effect of major capital spending on financial position and business
operation(1) Major capital spending and sources of funds
None.

(2) Anticipated benefit
None.

5. Investment policy in the past year, profit/loss analysis, improvement plan,and investment plan for the coming year
(1) Investment transfer policy
The Company currently focuses its investment transfer policy on business investment related targets
and does not invest in other businesses. Related executing department handles affairs according to
the Investment Circulation regulations of its internal control system and Procedure for Processing theAcquisition and Disposal of Assets, both of which have been reviewed and approved by the Board of
Directors.

(2) Reasons for investment profit or loss in recent years
The company invests in subsidiaries to meet the needs of business expansion and future development.
In 2022, the Company’s Operational Highlights of Subsidiaries, please item VIII. Important Notices(2) Operational Highlights of Subsidiaries.

(3) Investment plan for the next year
The Company will review and evaluate our investment plant from a long-term strategic perspective
to strengthen the channel-content management strategy and continue to strengthen our global
competitiveness.

6. Analysis of risks in recent years up to the publishing date of the annual
report(1) Impact of interest rate and exchange rate changes and inflation on
Company’s profit and response measures:(A) Impact of interest rate on Company's profit and response measures
The Company uses its funds conservatively and steadily; the operation-generated funds are
stored as time deposits and current deposits. The interests earned in 2022 and 2023 were respectively
NT$8,514 thousand and NT$13,761 thousand. The bank loan interest expenses were respectively
NT$10,423 thousand and NT$17,141 thousand. The interest earned and ratio of expenditure as apercentage of operating income and net income before tax was low. Because the Company is134increasing its business scale and building the R&D Testing and Experience Center, it is expected that
the Company will need more loans in NTD. The Company will remain vigilant at changes in thebanks' interest rate and maintain a good relationship with its cooperating banks so that the Company
can acquire preferential interest rate to reduce the effects of interest rate variations on the Company
operation.
(B) During recent years up to the annual report publishing date, the effects of exchange rate variations
on the Company's profit and its future response measures
The business focus of the Company is simulator rides; the downstream customers are major aswell as developers of theme parks. The simulator rides are priced in either NTD or foreign currency
depending on the region of sale. Therefore, foreign currency assets are generated. The net foreignexchange gain in 2022 and 2023 were respectively NT$78,527

thousand and NT$950 thousand,accounting for 9.77%、0.11%、(93.53)% and (0.42)% of the operating income and net profit margin
before tax of 2020 and 2021. Because exchange rate changes influence the profits of the Company,
the Company's management authorities pay close attention to the exchange rate trends and reinforce
the management of risks in exchange rate fluctuations. The corresponding measures adopted are as
follows:
Because of the gradual increase in export sales, the Company attempts to mitigate the effects of
exchange rate changes by setting up a foreign currency savings account to manage foreign
currencies. The Company assigns designated personnel from the finance department to sell
excess foreign currencies under optimal conditions according to the daily foreign currency
balance and monthly fund estimates, to reduce the impact of exchange rate changes on the profit.
When giving quotes to foreign customers, the business department considers the effects of
exchange rate variations on product prices and refers to the prices adjusted according to thechanging exchange rates, or negotiates a new price in NTD with the customer, thereby
mitigating the effects of exchange rate variations on the profit of the Company.
Our finance department personnel maintains a close contact with the foreign exchange
departments of frequent interacting banks to adequately acquire market information and use
such information to forecast the long- and short-term trends of the exchange rage and sell or
buy in foreign currencies in a timely manner. Thus, the effects of exchange rate variations on
the profitability of the Company can be reduced.
At the appropriate timing, the Company will have its finance department personnel to review
the changes in the foreign exchange market and consider foreign exchange fund requirements
and balances to determine whether hedging derivative financial instrument operating strategies
should be used in accordance with the Procedure for Processing the Acquisition and Disposalof Assets, such as buying forwards in advance to avert exchange rate risks, thereby minimizing
the effects of exchange rate variations on the profit of the Company.
135

(C) During recent years up to the annual report publishing date, the effects of inflation on the
Company's profit and its future response measures:
The Company profits have not experienced material influence from inflation; it is predicted thatsuch effect remains limited on the Company's profits. The Company will continue to monitor the
inflation situation and adequately adjust its product prices accordingly.

(2) Policies of engaging in high-risk, high-leverage investments, lending toothers, providing endorsement and guarantee, and derivatives transactions,profit/loss analysis, and future response measures:(A) The Company has always focused on its main business activities and upheld the practicalprinciple of managing a business. Our financial policy is based on the principle of robustness
and conservativeness, and thus the Company does not engage in high-risk, high-leveraging
investment as well as derivative instrument transactions.
(B) From 2022 to 2023 of the annual report, the Company has not engaged in providing endorsement
and guarantee, lending to others, and derivatives transactions. If such engagements are requiredin the future, it shall be executed in accordance with the "Operating Procedure for Endorsements
and Guarantees," "Operating Procedure for Fund Lending," and "Procedure for Acquisition or
Disposal of Assets" and relevant transaction information shall be announced in accordance withlaws and regulations.

(3) Future R&D projects and estimated R&D expenditure:
To continuously enhance the Company’s competitiveness, the Company has always actively invested
in R&D efforts. In 2022 and 2023, it has expended a total of NT$189,445 thousand and NT$106,891
thousand in R&D, respectively accounting for 24% and 13% of the net operating income. It is
expected that a total of NT$94,579 thousand will be expended in R&D in 2024, and the Company's
future R&D projects are as follows:
Unit

Product
CenterNew products under development
A.The Integration of Interactive Games(1).Interactive game combining multiplayer motion-simulation system.
(2).Sensory interactive game combining AR(augmented reality),VR(virtual reality) and MR(mixed reality) technologies(3).Immersive d-Ride interactive shooting game
B.Diversified Application(1) Motion simulation combing 5G/AIoT technology to extend control

in prcise.
(2) Diversified digital contents and real-time motion simulation intergration(3) Four-players Standing VR base simulator.
136

Unit

New products under development(4) Three-players ride simulator.
(5) Immersive mini-LED dome screen and mini-simulator integrated
development.
C.Product design(1) Standing VR base platform modular design.
(2) Thematic design for outlook of mini ride.
(3) Product appearance improvement.
A.Vertical platform product design (v-Ride height under 2 meters)
B.Rotating carrier producing and optimization(o-Ride, m-Ride)

C.Platform-controlled technological optimization
D.Mechanical design optimization
Technical Center E.Arts appearance design refinement
F.Equipment weight optimization
G.LED screen development
H.Giant 3-DOF platform producing and optimization
I. Development of automatic guiding ride vehicle
A.Thematic decoration design(1) Optimization of FEC Venue Design Process(2) Research on Immersive Theater Sensory Effects Simulation(3) Study on Enhancing Preliminary Design Efficiency with AI
Content & Design B.Digital content production
Center(1) Research on Enhancing Animation Production Efficiency using GameEngines(2) Study on High-Resolution Multi-Camera Filming Production Process(3) Optimization of Digital Content Post-Production Processes and Version
Control(4) Major changes in government policies and laws at home and broad andthe impact on Company finance and business and response measures:
During recent years up to the annual report publishing date, major changes in government
policies and laws at home and broad exerted no material effect on Company finance and business.
The Company will acquire relevant information in a timely manner and formulate necessary
response measures to meet company operation requirements.

(5) Impact of recent technological (Information Security Risks) and market
changes during recent years up to the annual report publishing date on the
Company's finance and business, and response measures:
The Company has constantly paid attention to technological and market changes anddesignated personnel to search for information regarding industry-related technologies and trend
variations to provide a reference for decision-making at the management level. The information canfacilitate adjusting operational strategies and devise response measures. Therefore, there were no
impact of recent technological and market changes on the Company's finance and business.
The Company has not found any significant information security incidents in the 2023 and up
to the date of printing of the annual report, it has or may have a material adverse effect on thecompany's business and operations, and has not been involved in any legal cases or regulatory137

investigations. In the future, we will continue to review and evaluate its information security
regulations and procedures annually to ensure its appropriateness and effectiveness to control ormaintain the functions of important business operations such as the company's operations andaccounting.

(6) Impact of corporate image change on risk management and response
measures:
Since its inception, the Company actively strengthens its internal management, focusing on the
management of its main business activities. In addition, it endeavors to maintain corporate image
and compliance with relevant laws and regulations. To date, there have been no changes to theCompany's image that would cause risks to company operation. In future, the Company willcontinue to comply with and implement corporate governance requirement, and consult relevant
experts in a timely manner, to reduce the effects of such risk on the Company's finance and business.

(7) Expected benefits and potential risks of merger and acquisition andresponse measures: None.
(8) Expected benefits and potential risks of capacity expansion and response
measures:To enhance the company's research and development capabilities, expand production scale,concentrate research resources, and increase capacity to meet the company's future growth needs
and achieve sustainable operation goals, the company has leased land in Qiaotou Science Park andplanned to invest in the construction of a new factory to expand research, manufacturing, and testing
facilities. The company has prudently assessed the funding requirements for the expansion andproperly planned the utilization of operating funds, thus the company does not face the risk of
insufficient funds due to the expansion of the factory.

(9) Risks associated with over-concentration in purchase or sale and response
measures:(A) Purchases
The Company is a professional manufacturer of simulator rides, purchasing stocks according
to the project designs of various simulator rides. The Company also commissions manufacturers toundergo hardware processing. To build a supply chain system of motion-sensing simulation
amusement equipment jointly with small and medium-sized enterprises in Taiwan, the main
suppliers have not changed much, and the proportion of the amount of manufacturers will increaseor decrease due to the different supply of materials required by the process progress.
(B) Sales138

According to customer demand, the Company designs and integrates upstream software andhardware systems and technologies, selling them to downstream operators, including theme parks,
museums, shopping malls, and urban experience center. With the increasing popularity and word of
mouth of the Company as well as partnering with internationally well-known companies, theCompany has expanded from the domestic market to China, North American regions, and Euroasianregions, effectively reducing its reliance on a single customer, thereby mitigating the risk of sales
concentration.The upstream industries associated with the simulator ride equipment comprise thehardware section, including precision machinery industry and manufacturers of spherical screensand projectors, and the software section, including wireless embedded control system, sphericalprojector and playback control systems, and digital contents.

(10) Impact of mass transfer of equity by or change of directors, supervisors,or shareholders holding more than 10% interests on the Company,
associated risks and response measures:
During recent years up to the annual report publishing date, there were no mass transfers ofequity by or change of directors, supervisors, or shareholders holding more than 10% interests on
the Company.

(11) Impact of change of management rights on the Company, associated risk
and response measures:
In 2022 and 2023 of the annual report publishing date, there were no negative impacts fromchanges in management rights.

(12) Litigation or non-litigation events(A) Disclose the litigation facts, target amount, litigation start date, main parties involved, andcurrent progress regarding concluded or pending litigious, non-litigious, or administrative
litigation events, the potential effects of the outcomes on shareholder equity or security prices
during the recent two years up to the annual report publishing date: None.
(B) The outcome of concluded or pending litigious, non-litigious, or administrative litigation events
involving the director, supervisor, president, de facto responsible person, major shareholders
holding more than 10% interest, or subsidiary of the Company during the recent two years up to
the annual report publishing date: None.
(C) The involvement of the director, supervisor, president, and major shareholders holding morethan 10% interest in events regulated in Article 157 of the Securities and Exchange Act during
the recent two years up to the annual report publishing date, and the Company's current progressin handling such events: None.

139

(13) Other significant risks and response measures: None.

7.Other important events: None.

140

VIII. Important Notices
1. Profile on affiliates and subsidiaries(1) Subsidiaries Iperation Report
A. Subsidiary Chart
Brogent Technology Inc.

Dili Jie Holdings Limited
100.00％Brogent Hong Kong Limited
100.00％57.53%

Brogent Rides (Shanghai) Limited
100.00％Garley Holdings Limited
100.00％Scroll Application Technology
Co., LTD.
48.78％

42.47%

Jetway Holdings Limited
100.00％

Holey Holdings Limited
100.00％Brogent Global Inc.
100.00％Brogent JapanEntertainment
35.90％StarLite Design & Planning
Limited
100.00％Brogent Creative (Shanghai)
Limited
100.00%Jetmay Holdings Limited
100.00％Hai Wei Culture Creative andDevelopment (Shanghai) Limited
100.00％B. Business Scope of each subsidiary
Investee Company

Brogent Global Inc.
Brogent Hong Kong
LimitedBrogent Rides(Shanghai) Limited
Brogent Creative(Shanghai) Limited
Brogent JapanEntertainment JointStock Corporation
Dili Jie Holdings
LimitedJetway Holdings
LimitedGarlay Holdings
LimitedHoley Holdings
LimitedJetmay Holdings
LimitedHai Wei Culture
Creative andDevelopment(Shanghai) Limited
Starlite Design &Planning Limited

Date of
Establishment

Location

Investment
AmountBusiness Scope
Development and managementbusiness of self-operated
outlets, site planning and film
production
Investment , holding company
and trading business2015.09

Kaohsiung, Taiwan

NTD 300,000,000

2015.06

Kowloon,Hong Kong

USD 12,203,392

2015.07

Shanghai, China

USD 7,300,000

2015.09

Shanghai, China

RMB 13,000,000

2016.08

Tokyo, Japan

JPY 35,000,000

2018.01

British Virgin Islands

USD 9,872,333

2018.03

Cayman Islands.

USD 9,872,333

2018.03

British Virgin Islands

USD 4,300,000

2018.11British Virgin Islands

USD 5,522,333

2018.11British Virgin Islands

USD3,173,415

2019.01

Shanghai, China

RMB 20,000,000

Design and managementbusiness

2018.12

Richmond,Canada

CAD1,000,000

Design and managementbusiness

141

Import and export business
Development and managementbusiness of self-operated outlets
Management businessdevelopment and sales of theperipheral products of simulator
rides in Japan
Investment and holding
company business
Investment and holding
company business
Investment and holding
company business
Investment and holding
company business
Investment and holding
company businessInvestee Company

Date of
Establishment

Scroll Application
Technology Co., LTD.

2023.05

Location
Taipei, Taiwan

Investment
AmountNTD 20,000,000

Business Scope
Management businessdevelopment and sales ofsoftware service

C. Shareholders in Common of Brogent and Its Subsidiaries with Deemed Control andSubordination: None.
D. Business of Brogent Technologies Inc. and Its Affiliated Enterprises(1) Brogent Global Inc.:
Development and management business of self-operated outlets, site planning andfilm production.
(2) Brogent Hong Kong Limited:holding company, it invests in Brogent Rides (Shanghai) Limited and Brogent
Creative (Shanghai) Limited.
(3) Brogent Rides (Shanghai) Limited:
Import and export business.
(4) Brogent Creative (Shanghai) Limited:
Development and management business of self-operated outlets.
(5) Brogent Japan Entertainment Joint-Stock Corporation:
Management business development and sales of the peripheral products ofsimulator rides in Japan.
(6) Hai Wei Culture Creative and Development (Shanghai) Limited:
Design and management business.
(7) Starlite Design & Planning Limited:
Design and management business.
(8) Scroll Application Technology Co., LTD.:Management business development and sales of software service.

142

E. Rosters of Directors, Supervisors, and Presidents of Brogent’s Subsidiaries
Investee

Title

Name or Representative

Brogent Technologies Inc.
Representative：Pei-Chi HoBrogent HongBrogent Technologies Inc.
Kong Limited
Representative：Chih-Hung
Director
OuyangBrogent Technologies Inc.
Chairman
Representative：Pei-Chi HoBrogent Rides(Shanghai) Limited
Brogent Technologies Inc.
Supervisor
Representative：Pei-Kuan Lee
ChairmanBrogent Creative(Shanghai) Limited

Shares Held
SharesPercentatge
-

100%

-

100%

-

100%

-

100%

ChairmanBrogent Technologies Inc.
Representative：Pei-Chi Ho

-

100%

Supervisor

Brogent Technologies Inc.
Representative：Pei-Kuan Lee

-

100%

36,214,332

100%

36,214,332

100%

36,214,332

100%

36,214,332

100%

1,000

51.30%

1,000

51.30%

700

35.90%

700

35.90%

-

-

1,000

51.30%

250

12.80%

1,000

51.30%

700

35.90%-

100%

Brogent Technologies Inc.
Representative：Chih-Hung
OuyangBrogent Technologies Inc.
Director
Representative：Pei-Chi HoBrogent Global Inc.
Brogent Technologies Inc.
Director
Representative：Ming-Chi Chang
Brogent Technologies Inc.
Supervisor
Representative：Sui-Chuan Lin
Kodansha Company, Limited
Chairman
Representative：Kohei Furukawa
Kodansha Company, Limited
Representative：Mikinosuke
Director
Sugihara
Brogent Hong Kong Limited
Representative：Chih-Hung
Director
OuyangBrogent Hong Kong Limited
Director
Brogent Japan
Representative：Stefan Rothaug
Entertainment
Director
DAISAKU SONODA
Joint-Stock
Kodansha Company, Limited
Corporation
Director
Representative：Hiroshi Nakada
DENTSU INC.
Representative：Shinjiro
Director
Yokoyama
Kodansha Company, Limited
Supervisor Representative：Mitusyuki
Shiraishi
Brogent Hong Kong Limited
Supervisor
Representative：Sui-Chuan Lin
Brogent Technologies Inc.
Dili Jie Holdings
Chairman
Representative：Pei-Chi Ho
LimitedChairman143

Investee

Title

Name or Representative

Dili Jie Holdings Limited
Representative：Pei-Chi Ho
Jetway Holdings Limited
Representative：Pei-Chi Ho
Jetway Holdings Limited.
Representative：Pei-Chi HoBrogent Global Inc.
Representative：Pei-Kuan Lee
Brogent Hong Kong Limited
Representative：Pei-Kuan Lee
Jetmay Holdings Limited
Representative：Pei-Kuan Lee
Jetmay Holdings Limited
Representative：Yen-Lun Peng
Chairman Chih-Cheng Liu
9SPLAY ENTERTAINMENT
Director
TECHNOLOGY CO., LTD.
Director
Brogent Technologies Inc.
Supervisor Fei-Hsiu Hsu

Jetway Holdings
Chairman
LimitedGarlay Holdings
Chairman
LimitedHoley Holdings
Chairman
LimitedJetmay Holdings
Chairman
LimitedStarlite Design &ChairmanPlanning Limited
Hai Wei Culture
ChairmanCreative andDevelopment(Shanghai) Limited Supervisor
Scroll Application
Technology Co.,
LTD.

144

Shares Held
SharesPercentatge
-

100%

-

100%

-

100%

-

100%

-

100%

-

100%

-

100%

50,0000.12%

2,025,000

49.39%

2,000,000-

48.78%-

(2) Operational Highlights of Subsidiaries
Unit: NT$1,000 As of Dec. 31, 2023
Investee

Capital

Total Asset

Total
Liabilities

Net Value

Revenue

Net Income(After Tax)

EPS
(NTD)

Brogent Global Inc.

362,144

613,963

327,538

286,425

76,931

31,359(3,472)(0.10)

374,766

357,430

95,220262,210-(25,328)(42,195)-

214,128

616,254

295,106

321,148

1,722

13,414(28,626)-

56,277

195,337

111,366

83,971

1,372(1,728)(907)-

28,30432,682

13,49819,18435,6686,284

15,022-

303,179

432,973-

432,973--

27,457-

Jetway Holdings
Limited303,179

432,952-

432,952-(231)

27,459-Garlay Holdings
Limited132,053

187,492-

187,492-(86)(16,525)-

Holey Holdings
Limited169,591

245,173-245,173-(97)

44,210-97,456

117,561-

117,561--(36,272)-

86,580309,779

192,243

117,536(7,386)(48,170)(36,272)-

46,44014,306

4,445

9,861

17,397(5,528)(5,225)-41,00031,3086,835

24,473

215(20,656)(16,527)(4.03)

Brogent Hong
Kong Limited
BrogentRides
Limited(Shanghai)
Brogent Creative(Shanghai) Limited
Brogent JapanEntertainment
Joint-Stock
Corporation
Dili Jie Holdings
LimitedJetmay Holdings
LimitedHai Wei Culture
Creative
andDevelopment(Shanghai) Limited
Starlite Design &Planning Limited
Scroll Application
Technology Co.,LTD.

Profit(3) Consolidated Financial Statements: Please refer to Appendix 3.
(4) Consolidated Report: N/A.

145

2. Private placement of corporate bonds in the past years to the date of theannual report:
N/A.
3. Holding or disposal of stocks of the Company by subsidiaries in the past year
and up to the date of report:
N/A.
4. Other supplemental information
Items of Commitment: The Company has executed or signed letter ofunderstanding regarding items of commitment to listing and trading over thecounter.

IX. Items of impact of interests of shareholders or
stock price
None.

146

Appendix
Appendix 1：Statement of Internal Control System
Brogent Technologies Inc.
Statement of Internal Control System

Date: March 12, 2024
Based on the findings of a self-assessment, Brogent Technologies Inc. (Brogent) states the following
with regard to its internal control system during the year of 2023：
1. Brogent’s Board of Directors and management are responsible for establishing, implementing,and maintaining an adequate internal control system. Internal control system is designed toprovide reasonable assurance over the effectiveness and efficiency of our operations (including
profitability, performance, and safeguarding of assets), reliability, timeliness, transparency andregulatory compliance of our reporting, and compliance with applicable rulings, laws andregulations.
2. An internal control system has inherent limitations. No matter how perfectly designed, aneffective internal control system can provide only reasonable assurance of accomplishing its
stated objectives. Moreover, the effectiveness of an internal control system may be subject tochanges due to extenuating circumstances beyond our control. Nevertheless, our internal control
system contains self-monitoring mechanisms, and Brogent takes immediate remedial actions in
response to any identified deficiencies.
3. Brogent evaluates the design and operating effectiveness of its internal control system based on
the criteria provided in the Regulations Governing the Establishment of Internal Control Systems
by Public Companies (herein below, the “Regulations”). The criteria adopted by the Regulations
identify five key components of managerial internal control: (1) control environment, (2) risk
assessment, (3) control activities, (4) information and communication, and (5) monitoring
activities. Each component also includes several items which can be found in the Regulations.
4. Brogent has evaluated the design and operating effectiveness of its internal control system
according to the aforesaid Regulations.
5. Based on the findings of such evaluation, Brogent believes that, on December 31, 2023, it has
maintained, in all material respects, an effective internal control system (that includes thesupervision and management of our subsidiaries), to provide reasonable assurance over ouroperational effectiveness and efficiency, reliability, timeliness, transparency and regulatorycompliance of reporting, and compliance with applicable rulings, laws and regulations.
6. This Statement is an integral part of Brogent’s annual report and prospectus, and will be madepublic. Any falsehood, concealment, or other illegality in the content made public will entail legal
liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Law.
7. This Statement was passed by the Board of Directors in their meeting held on March 12, 2024,with none of the eight attending directors expressing dissenting opinions, and the remainder all
affirming the content of this Statement.
Brogent Technologies Inc.
Chairman：Chih-Hung Ouyang
President：Chih-Hung Ouyang147

Appendix 2：Audit Committee Audit Report

Brogent Technologies Inc.
Audit Committee Audit Report
The Business Report, Financial statements and Deficit Compensation Statement of2023 prepared by the Board of Directors have been audited and certified by ChiuYen Wu and Li-Yuan Kuo of Deloitte & Touche. After reviewing such documents,
this Audit Committee found no nonconformity, in accordance with Article 14-4 ofthe Securities and Exchange Act and Article 219 of the Company Act.
To
2024 Annual Shareholders Meeting of Brogent Technologies Inc.

Audit Committee Convener:

March 12, 2024

148

Appendix 3：Consolidated Financial Statements and Independent Auditors’ Report

DECLARATION OF CONSOLIDATED FINANCIAL STATEMENTS OF AFFILIATESThe entities that are required to be included in the consolidated financial statements of affiliates ofBrogent Technologies Inc. for the year ended December 31, 2023 under the “Criteria Governing
the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial
Statements of Affiliated Enterprises”, are the same as those included in the consolidated financial
statements of parent and subsidiary companies prepared in conformity with International Financial
Reporting Standard No.10, “Consolidated Financial Statements”. In addition, relevant information
required to be disclosed in the consolidated financial statements of affiliates has all been disclosed
in the consolidated financial statements of parent and subsidiary companies. Consequently, Brogent
Technologies Inc. and its subsidiaries did not prepare a separate set of consolidated financial
statements of affiliates.

Very truly yours,
Brogent Technologies Inc.
By

Ouyang, Chih Hung
ChairmanMarch 12, 2024

149

INDEPENDENT AUDITORS’ REPORTThe Board of Directors and Shareholders
Brogent Technologies Inc.
OpinionWe have audited the accompanying consolidated financial statements of Brogent Technologies Inc. (the“Corporation”) and its subsidiaries (collectively referred to as the “Group”), which comprise the consolidatedbalance 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, the accompanying consolidated financial statements present fairly, in all material respects, theconsolidated 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 ReportingStandards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC
Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republicof China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic ofChina. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the
Audit of the Consolidated Financial Statements section of our report. We are independent of the Group inaccordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, andwe have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that theaudit 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 for the year ended December 31, 2023. These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
The key audit matter of the Group’s consolidated financial statements for the year ended December 31, 2023 isstated as follows:
The recognition of project contract revenue
Project contract revenue is the main operating revenue of the Group. The Group recognizes revenue based on
the stage of completion of performance obligations. Since the recognition of project contract revenue iscalculated manually and involves material accounting estimates and judgments, there may be a calculation error;
therefore, it was deemed to be a key audit matter.

- 150 -

Refer to Notes 4, 5 and 25 for accounting policy on project contract, accounting estimates and assumptions, anddetails of project revenue.
We performed the following audit procedures on the above key audit matter:
1. We obtained an understanding of and tested the design and operating effectiveness of the internal control
relevant to the accuracy of recognition of the project contract revenue, including the measurement of thepercentage of completion.
2. We verified and recalculated, on a sampling basis, the accuracy of the percentage of completion, including
the related supporting documents.
3. We recalculated the sampled project contract revenue measured by the percentage of completion andchecked whether it was recognized correctly.
Other Matter
We have also audited the parent company only financial statements of the Corporation as of and for the years
ended December 31, 2023 and 2022, on which we have issued an unmodified opinion.
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 inaccordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS,
IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republicof 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 awhole 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 areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Group’s internal control.
- 151 -

3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon 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 amaterial uncertainty exists, we are required to draw attention in our auditors’ report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report.
However, future events or conditions may cause the Group to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions andevents in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or businessactivities within the Group to express an opinion on the consolidated financial statements. We areresponsible 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 andtiming 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 ethicalrequirements 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 ofmost 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 determinethat 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 Chiu-Yen Wu and
Li-Yuan Kuo.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 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, proceduresand practices to audit such consolidated financial statements are those generally applied in the Republic ofChina.
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 andconsolidated financial statements shall prevail.
- 152 -

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED BALANCE SHEETSDECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)
December 31, 2023
Amount%ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 8)
Financial assets at amortized cost - current (Notes 4, 9 and 33)
Accounts receivable, net (Notes 4, 5 and 10)
Contract assets - current (Notes 4, 5 and 25)
Finance lease receivables, net (Notes 4 and 11)
Current tax assets (Notes 4 and 27)
Inventories (Notes 4 and 12)
Prepayments
Refundable deposits - current
Other current assets$

721,736
118,819
130,000
144,788
270,332
1,303,225
891
311,350
63,70233,397

15
2
3
3
6
26
6
1
1

59

3,098,240

63

409,515
1,379
54,413
18,824
736,179
356,727
203,030
125,223
14,651
15,117112,935

8
1
1
15
7
4
3
2

378,155
56,9501,755
758,358
287,013
196,740
90,49919,48464,179

8
1
15
6
4
2
1

2,047,993

41

1,853,13337$ 5,050,393

100$ 4,951,373

100$

495,000
487
55,272
134,490
88,914877
4,964
64,32330,502
163,102
2,445

10
1
3
2
1
1
3
-

$

1,040,376

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 8)
Financial assets at amortized cost - non-current (Notes 4, 9 and 33)
Investments accounted for using the equity method (Notes 4 and 14)
Property, plant and equipment (Notes 4, 15 and 33)
Right-of-use assets (Notes 4 and 16)
Intangible assets (Notes 4 and 17)
Deferred tax assets (Notes 4 and 27)
Refundable deposits
Long-term finance lease receivables (Notes 4 and 11)
Other non-current assets
Total non-current assets
TOTAL

December 31, 2022
Amount%839,730
32
64,300148,010
638,706
954,078
1,851
1,659
251,618
77,832
5,567
19,017

17
1
3
13
19
5
1
-

3,002,400$

LIABILITIES AND EQUITYCURRENT LIABILITIESShort-term borrowings (Note 18)
Notes payable (Note 20)
Accounts payable (Note 20)
Contract liabilities - current (Note 25)
Other payables (Note 21)
Current tax liabilities (Notes 4 and 27)
Provisions - current (Note 4)
Lease liabilities - current (Notes 4 and 16)
Current portion of long-term borrowings (Note 18)
Current portion of bonds payable (Notes 4 and 19)
Other current liabilities
Total current liabilities
NON-CURRENT LIABILITIESBonds payable (Notes 4 and 19)
Long-term borrowings (Note 18)
Provisions - non-current (Note 4)
Deferred tax liabilities (Notes 4 and 27)
Lease liabilities - non-current (Notes 4 and 16)
Guarantee deposits received
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 24)
Share capital
Ordinary shares
Advance receipts for ordinary share
Total share capital
Capital surplus
Retained earnings (deficit to be compensated)
Legal reserve
Special reserve
Accumulated deficit
Total deficit to be compensated
Other equity
Total equity attributable to owners of the Corporation
NON-CONTROLLING INTERESTS (Note 24)
Total equity
TOTAL

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

- 153 -

321,840
11,772
110,649
68,223
83,2902,490
8,620
64,41449,334
219,204
3,190

7
2
1
2
1
1
5
-

21

943,026

19

79,014
438,089
1,000
13,003329,287
450

2
9
6
-

261,577
268,220
27,010257,167
-

5
5
1
5
-

860,843

17

813,974

16

1,901,219

38

1,757,000

35

647,786571
648,357
2,672,817

13
13
53

614,431
10,743625,174
2,648,189

13
13
54

(167,662)(167,662)(4,338)(4)(4)-

127,421
14,857(243,005)(100,727)
21,484

3
(5)
(2)
-

3,149,174

62

3,194,120

65

-

-

253

-

3,149,174

62

3,194,373

65$ 5,050,393

100$ 4,951,373

100

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2023
Amount%2022
Amount%862,703100

803,766

100

OPERATING COSTS (Notes 12 and 26)

500,89158

473,249

59

GROSS PROFIT

361,81242

330,517

41

OPERATING EXPENSES (Notes 9, 25 and 26)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

87,209313,728
106,891
78,3521036
13
974,973
293,387
189,445
19,975937
24
2586,18068

577,780

72

OPERATING LOSS

(224,368)(26)(247,263)(31)

NON-OPERATING INCOME AND EXPENSES(Note 26)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates accounted forusing the equity method

13,762
7,851
10,474(27,294)

1
1
1
(3)

8,514
19,022
159,954(23,717)

1
2
20
(3)

(2,708)

-

(468)

-

2,085

-

163,30520(222,283)(26)(83,958)(11)

42,308

5

21,5603(179,975)(21)(62,398)(8)(4,536)(1)

30,000

4(12,217)(1)

30,911
4(Continued)

NET OPERATING REVENUE (Notes 4, 5, 25 and 32)

Total operating expenses

Total non-operating income and expenses
LOSS BEFORE INCOME TAX
INCOME TAX BENEFIT (Notes 4 and 27)
NET LOSS FOR THE YEAROTHER COMPREHENSIVE INCOME (Notes 22 and24)
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gains (losses) on investments in equity
instruments at fair value through othercomprehensive income
Items that may be reclassified subsequently to profit
or loss:
Exchange differences on translation of thefinancial statements of foreign operations- 154 -$$

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2023
AmountShare of the other comprehensive loss of
associates accounted for using the equity
method$Other comprehensive income (loss) for the year,
net of income tax

2022
Amount

%

(163)

-

(16,916)

(2)

$

%

(33)

-

60,878

8TOTAL COMPREHENSIVE LOSS FOR THE YEAR$

(196,891)(23)$(1,520)-

NET LOSS ATTRIBUTABLE TO:
Owners of the Corporation
Non-controlling interests$(179,764)
(211)

(21)
-

$

(60,726)(1,672)(8)-$(179,975)(21)$(62,398)(8)$(196,662)
(229)

(23)
-

$

189
(1,709)-$(196,891)(23)$(1,520)-TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE
TO:
Owners of the Corporation
Non-controlling interests

LOSS PER SHARE (Note 28)
Basic
Diluted$$(2.79)(2.79)

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

- 155 -$$

(0.99)(0.99)(Concluded)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

Equity Attributable to Owners of the Corporation

BALANCE AT JANUARY 1, 2022
Net loss in 2022
Other comprehensive income in 2022, net of income tax

Ordinary
SharesAdvance
Receipts for
Ordinary
Share

$

$

573,641-

CapitalSurplus36,003-$ 2,501,234-

Retained Earnings (Deficit to be Compensated)
SpecialAccumulated
Legal Reserve
Reserve
Deficit

Exchange
Differences on
Translation of
Foreign
Operations

Other Equity
Unrealized
Gain or loss
On financial
Assets at
FVTOCI$$$

127,421-$

14,857-$ (181,725)(60,726)-(39,431)
30,91530,000Total$

Non-controlling
Interests

Total(39,431)
60,915$ 3,032,000(60,726)
60,915$

Total Equity

1,408(1,672)(37)$ 3,033,408(62,398)
60,878

Total comprehensive loss in 2022
Convertible bonds converted to ordinary shares (Note 19)
Changes in percentage of ownership interest in subsidiaries (Note 13)
Changes in equity of associates accounted for using the equity method

40,790-(25,260)-

146,205750--(60,726)(554)-

30,915-30,000-60,915-

189
161,735(554)
750(1,709)554-(1,520)161,735750

BALANCE AT DECEMBER 31, 2022
Offset the deficit of 2022 (Note 24)
Legal reserve used to offset accumulated deficits
Reversal of special reserve614,431

10,7432,648,189

127,421

14,857(243,005)(8,516)30,00021,484

3,194,120

253

3,194,373---(127,421)-(14,857)

127,421
14,857

-

-

-

-

-

-

-

-

-

(127,421)(14,857)

142,278

-

-

-

-

-

-

Other changes in capital surplus
Capital surplus used to offset accumulated deficits
Cash dividends from capital surplus--(100,727)(93,776)--

100,727----(93,776)-(93,776)

Net loss in 2023
Other comprehensive loss in 2023, net of income tax--(194,503)---

100,727(179,764)-(12,362)(4,536)(16,898)(93,776)(179,764)(16,898)

(211)
(18)

(93,776)(179,975)(16,916)

-

-

-

-

-

(179,764)(12,362)(4,536)(16,898)(196,662)(229)(196,891)

33,355-(10,172)-

219,131---

12,102-

3,178(12,102)-(12,102)
3,178

242,314
3,178

(24)

242,3143,154571$ 2,672,817-$ (167,662)(4,338)$ 3,149,174-$ 3,149,174

Total comprehensive loss in 2023
Disposal of investments in equity instruments designated as at fair value
through other comprehensive income
Convertible bonds converted to ordinary shares (Note 19)
Disposal of subsidiaries (Note 13)
BALANCE AT DECEMBER 31, 2023$

647,786

$

$

-

$

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

- 156 -$

(17,700)$

13,362$$

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

2023
CASH FLOWS FROM OPERATING ACTIVITIESLoss before income tax
Adjustments for:
Income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Net gain on fair value changes of financial assets and liabilities atfair value through profit or loss
Finance cost
Interest income
Dividend income
Share of profit or loss of associates accounted for using the equity
methodNet gain on disposal of property, plant and equipment
Net loss on disposal of intangible assets
Loss on disposal of subsidiaries
Gain on disposal of investments accounted for using equity
methodLoss on inventories
Net loss (gain) on foreign currency exchange
Income from the subleasing of right-of-use assets
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value throughprofit or loss
Accounts receivable
Contract assets
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Contract liabilities
Other payables
Provisions
Other current liabilities
Cash generated from operations
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
income- 157 -$

2022

(222,283)$(83,958)

146,70231,32478,352145,045
31,336
19,975

1,956
27,294(13,762)(4,000)(7,537)23,717(8,514)
-

2,708
3,178

468
(74,931)703-(2,276)
4,524
2,742(12,402)

1,642(5,941)-

124,420(428,258)
330,81155,208(14,130)
15,012(11,285)(55,377)
66,267
1,075(3,656)(745)
123,399(8,733)

170,415(55,195)(148,784)(98,949)
55,978(6,939)10,384
23,413
2,451
4,553
3,498
874
3,704
(11,683)

114,666(7,979)-(100,000)(Continued)

Brogent Technologies Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

2023
Proceeds from disposal of financial assets at fair value through othercomprehensive income
Purchase of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized cost
Purchase of financial instruments at fair value through profit or loss
Acquisition of investments accounted for using equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease in long-term lease receivables
Increase in other non-current assets
Interest received
Dividends received$

Net cash used in investing activities

61,465(133,446)
130,073(43,258)(20,000)(68,856)(704)(37,762)917(48,756)
13,762
4,000

2022

$

(207,283)
169,233(61,288)(61,002)
263,402(4,393)(14,839)(37,921)8,514-(142,565)(45,577)

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Increase in guarantee deposits received
Cash dividends from capital surplus
Interest paid
Change in non-controlling interests

173,160
300,000(149,002)(53,418)450(93,776)(23,196)(24)

166,755
224,867(240,014)(46,293)(15,237)-

Net cash generated from financing activities

154,194

90,078

EFFECT OF EXCHANGE RATE CHANGES ON THE BALANCE OF
CASH AND CASH EQUIVALENTS HELD IN FOREIGNCURRENCIES(8,301)

9,729

NET INCREASE IN CASH AND CASH EQUIVALENTS

117,994

46,251

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

721,736

675,485

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR$

839,730

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

- 158 -$

721,736(Concluded)

Brogent Technologies Inc. and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION
Brogent Technologies Inc. (the “Corporation”) was incorporated in October 2001. The Corporation ismainly engaged in the research, development, design, production and sales of simulator rides and its key
components and peripheral products, embedded media software, streaming media, 3D dynamic simulation
technology, internet interaction media and multiple-monitor setups.
The Corporation’s shares have been trading on the Taipei Exchange since December 2012.
The consolidated financial statements of the Corporation and its subsidiaries (collectively, the “Group”) arepresented in the Corporation’s functional currency, the New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS
The consolidated financial statements were approved by the Corporation’s board of directors on March 12,2024.

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

New, Amended and Revised Standards and Interpretations
Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”
Amendments to IAS 1 “Non-current Liabilities with Covenants”
Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

Effective Date
Announced by IASB (Note 1)
January 1, 2024 (Note 2)
January 1, 2024
January 1, 2024
January 1, 2024 (Note 3)

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: 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.

- 159 -

As of the date the consolidated financial statements were approved, the Group assessed that theapplication of the above standards and interpretations will not have a material impact on the Group’s
financial position and financial performance.
c. New IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC

New, Amended and Revised Standards and Interpretations
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”
Amendments to IAS 21 “Lack of Exchangeability”

Effective Date
Announced by IASB (Note 1)
To be determined by IASB
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 afterJanuary 1, 2025. Upon initial application of the amendments, the entity recognizes any effectas an adjustment to the opening balance of retained earnings.
As of the date the consolidated financial statements were approved, the Group is continuously assessing
the possible impact of the application of the above standards and interpretations on the Group’s
financial position and financial performance and will disclose the relevant impact when the assessment
is completed.

4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
a. Statement of compliance
The consolidated financial statements have been prepared in accordance with the Regulations
Governing the Preparation of Financial Reports by Securities Issuers, and IFRS Accounting Standards
as endorsed and issued into effect by the FSC.
b. Basis of preparation
The consolidated financial statements have been prepared on the historical cost basis except for
financial instruments that are measured at fair value.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which thefair value measurement inputs are observable and based on the significance of the inputs to the fairvalue 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); and3) Level 3 inputs are unobservable inputs for an asset or liability.
c. Classification of current and non-current assets and liabilities
Current assets include:
1) Assets held primarily for the purpose of trading;- 160 -

2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the assets are restricted from being exchanged or used to settle aliability for at least 12 months after the reporting period.
Current liabilities include:1) Liabilities held primarily for the purpose of trading;2) Liabilities due to be settled within 12 months after the reporting period; and
3) Liabilities for which the Group does not have an unconditional right to defer settlement for at least
12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
The Group is engaged in the project contracts, which has an operating cycle of over 1 year. The normal
operating cycle applies when considering the classification of the Group’s project contracts-related
assets and liabilities.
d. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Corporation and theentities controlled by the Corporation (i.e., its subsidiaries). When necessary, adjustments are made to
the financial statements of subsidiaries to bring their accounting policies into line with those used by theGroup. 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 the
Corporation 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 interestsin the subsidiaries. Any difference between the amount by which the non-controlling interests areadjusted and the fair value of the consideration paid or received is recognized directly in equity andattributed to the owners of the Corporation.
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 andany investment retained in the former subsidiary at its fair value at the date when control is lost and (ii)the assets 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 othercomprehensive income in relation to that subsidiary on the same basis as would be required had theGroup directly disposed of the related assets or liabilities.
For details of subsidiaries about ownership and operating items refer to Note 13, Table 5 and Table 6.
e. Foreign currencies
In preparing the financial statements of each individual entity in the Group, transactions in currencies
other than the entity’s functional currency (i.e., 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 ortranslation are recognized in profit or loss in the period in which they arise.
- 161 -

Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated
at the rates prevailing at the date when the fair value was determined. Exchange differences arisingfrom the retranslation of non-monetary items are included in profit or loss for the period.
Non-monetary items that are measured at historical cost in a foreign currency are translated using theexchange rate at the date of the transaction.
For the purpose of presenting the consolidated financial statements, the functional currencies of theentities in the Group (including subsidiaries and associates operating in other countries that use
currencies different from the currency of the Corporation) are translated into the presentation currency,
the New Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailingat 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 othercomprehensive income (attributed to the owners of the Corporation and non-controlling interests asappropriate).
On the disposal of the Group’s entire interest in a foreign operation, all of the exchange differences
accumulated in equity in respect of that operation attributable to the owners of the Group arereclassified to profit or loss.
f. Inventories
Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made byitem, except where it may be appropriate to group similar or related items. Net realizable value is theestimated selling price of inventories less all estimated costs of completion and costs necessary to makethe sale. Inventories are recorded at weighted-average cost.
g. Investments in associates
An associate is an entity over which the Group has significant influence and which is neither asubsidiary nor an interest in a joint venture.
The Group 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 Group’s share of the profit or loss and other comprehensive income of theassociate. The Group also recognizes the changes in the Group’s share of the equity of associates.
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 amountof 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 andinvestments accounted for using the equity method. If the Group’s ownership interest is reduced due toits additional subscription of the new shares of the associate, the proportionate amount of the gains orlosses 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 isdebited to retained earnings.
When the Group’s share of losses of an associate equals or exceeds its interest in that associate (which
includes any carrying amount of the investment accounted for using the equity method and long-term
interests that, in substance, form part of the Group’s net investment in the associate), the Groupdiscontinues recognizing its share of further loss. Additional losses and liabilities are recognized only tothe extent that the Group has incurred legal obligations, or constructive obligations, or made payments- 162 -

on behalf of that associate.
The entire carrying amount of an 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, which forms part of the carrying amount of theinvestment. Any reversal of that impairment loss is recognized to the extent that the recoverable amountof 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 isregarded 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 fairvalue is included in the determination of the gain or loss on disposal of the associate.
When an entity in the Group transacts with its associate, profits and losses resulting from thetransactions with the associate are recognized in the Group’s consolidated financial statements only tothe extent that interests in the associate are not related to the Group.
h. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation.
Property, plant and equipment in the course of construction are measured at cost less any recognizedimpairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Suchassets are depreciated and classified to the appropriate categories of property, plant and equipment
when completed and ready for their intended use.
Land is not depreciated.
Depreciation of property, plant and equipment is recognized using the straight-line method. Eachsignificant component is depreciated separately. The estimated useful lives, residual values anddepreciation method are reviewed at the end of each reporting period, with the effect of any changes in
estimate 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.
i.

Intangible assets
Intangible assets with finite useful lives that are acquired separately are initially measured at cost andsubsequently measured at cost less accumulated amortization and accumulated impairment loss.
Amortization is recognized on a straight-line basis. The estimated useful lives, residual values, andamortization methods are reviewed at the end of each reporting period, with the effect of any changes inthe estimates accounted for on a prospective basis.
On derecognition of an intangible asset, the difference between the net disposal proceeds and thecarrying amount of the asset is recognized in profit or loss.

j.

Impairment of property, plant and equipment, right-of-use assets and intangible assets
At the end of each reporting period, the Group reviews the carrying amounts of its property, plant andequipment, right-of-use assets and intangible assets, to determine whether there is any indication thatthose 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 toestimate 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- 163 -

cash-generating units or the smallest group of cash-generating units on a reasonable and consistent basisof allocation.
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.
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 for 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 Group becomes a party to thecontractual 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 thanfinancial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of thefinancial 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 tradedate 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 assets are mandatorilyclassified or designated as at FVTPL, including investments in equity instruments that are
not designated as at FVTOCI and mutual funds and derivative 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 on such financial assets are recognized in other gains or losses. Fair value isdetermined 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 asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows; and- 164 -

ii) The contractual terms of the financial asset give rise on specified dates to cash flowsthat are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost are measured atamortized cost, which equals the gross carrying amount determined by 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 a financial asset.
Cash equivalents include time deposits and repurchase agreement collateralized by bonds
within 3 months from the date of acquisition, which are highly liquid, readily convertible toa 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 Group may make an irrevocable election to designate investmentsin equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if theequity 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 withgains 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, it will be transferred toretained 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.
b) Impairment of financial assets and contract assets
The Group recognizes a loss allowance for expected credit losses on financial assets at
amortized cost, finance lease receivables and contract assets.
The Group always recognizes lifetime expected credit losses (ECLs) for accounts 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 initialrecognition. If, on the other hand, the credit risk on a 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 ofdefault 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 represent the portion of lifetime ECLs that is expected to result fromdefault events on a financial instrument that are possible within 12 months after the reportingdate.
For internal credit risk management purposes, the Group considers that a debtor would default if
internal or external information show that the debtor is unlikely to pay its creditors (without
taking into account any collateral held by the Group).
The Group recognizes an impairment gain or loss in profit or loss for all financial instrumentswith a corresponding adjustment to their carrying amount through a loss allowance account.
- 165 -

c) 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 andrewards of ownership of the asset to another party.
On derecognition of a financial asset at amortized cost in its entirety, the difference between theasset’s carrying amount and the sum of the consideration received and receivable is recognizedin profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, thedifference between the asset’s carrying amount and the sum of the consideration received andreceivable is recognized in profit or loss, and the cumulative gain or loss which had beenrecognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
2) Equity instruments
Equity instruments issued by the Group are recognized at the proceeds received, net of direct issue
costs.
3) Financial liabilitiesa) Subsequent measurement
Financial liabilities held by the Group are measured at amortized cost using the effective interest
method.
b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and theconsideration paid, including any non-cash assets transferred or liabilities assumed, isrecognized in profit or loss.
4) Convertible bonds
The component parts of compound instruments (i.e., convertible bonds) issued by the Group areclassified separately as financial liabilities and equity in accordance with the substance of thecontractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailingmarket interest rate for similar non-convertible instruments. This amount is recorded as a liability
on an amortized cost basis using the effective interest method until extinguished upon conversion or
upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.
The conversion option classified as equity is determined by deducting the amount of the liability
component from the fair value of the compound instrument as a whole. This is recognized andincluded in equity, net of income tax effects, and is not subsequently remeasured. In addition, theconversion option classified as equity will remain in equity until the conversion option is exercised;
in which case, the balance recognized in equity will be transferred to capital surplus. When theconversion option remains unexercised at maturity, the balance recognized in equity will betransferred to capital surplus.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability andequity components in proportion to the allocation of the gross proceeds. Transaction costs relating
to the equity component are recognized directly in equity. Transaction costs relating to the liability
component are included in the carrying amount of the liability component.
- 166 -

l.

Provisions
Provisions, including warranty obligations and restoration obligations, are measured at the best estimateof the discounted cash flows of the consideration required to settle the present obligation at the end of
the reporting period, taking into account the risks and uncertainties surrounding the obligation.

m. Revenue recognition
The Group identifies contracts with customers, allocates the transaction price to the performanceobligations and recognizes revenue when performance obligations are satisfied.
1) Project contract revenue
Revenue comes from the development, construction and sale of simulator rides and related films.
The Group recognizes revenue upon the completion percentage of each performance obligation. The
output and degree of completion of performance obligation is measured based on working days ofeach performance item. Contract assets recognized during the performance obligations are satisfied
and reclassified to accounts receivable at the point the customer is invoiced. If the milestone
payments exceed the revenue recognized to date, then the Group recognizes contract liabilities forthe 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. Suchretention receivables are recognized as contract assets until the Group satisfies its performanceobligation.
2) Licensing revenue
Revenue comes from authorizing the use of intellectual property rights of the films. The license
granted provides the customer with the right to use the intellectual property that exists at the pointof grant, and the revenue is recognized when the license is transferred. Advance receipts of royalty
are recognized as contract liabilities. In addition, licensing revenue based on the actual sales of thecustomer is recognized when the sales occur.
3) Sale of tickets and merchandise
Revenue comes from sales of tickets for simulator rides and peripheral products at operated outlets.
Sales of tickets are recognized at the point when services are performed; and sales of merchandiseand peripheral products are recognized when merchandise and peripheral products are transferred tothe customer at which point the customer takes the right of use and bears the risk of obsolescence.
Advance receipts from the sale of the goods are recognized as contract liabilities.
4) Service revenue
Service revenue comes from maintenance service to simulator rides and is recognized when theservice is rendered.
5) Rental revenue
Rental revenue comes from rendering simulator rides, of which accounting policy is described in
Note 4 (n).
n. Leases
At the inception of a contract, the Group assesses whether the contract is, or contains, a lease.

- 167 -

1) The Group as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all therisks and rewards of ownership to the lessee. All other leases are classified as operating leases.
When the Group subleases a right-of-use asset, the sublease is classified by reference to theright-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 Group, 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 in-substance fixed
payments. 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 allocatedto 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.
Variable lease payments that do not depend on an index or a rate are recognized as income in the
periods in which they are incurred.
Lease payments from operating leases are recognized as income on a straight-line basis over theterms of the relevant leases.
2) 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 applying arecognition 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 and are subsequently measured at cost lessaccumulated depreciation and impairment losses and adjusted for any remeasurement of the leaseliabilities. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates tothe end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments. 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 Group uses the lessee’s incremental
borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method,with interest expense recognized over the lease terms. If the future lease payments change due to theperiod changes, the Group remeasures the lease liabilities with a corresponding adjustment to theright-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. For a lease modificationthat is not accounted for as a separate lease, the Group accounts for the remeasurement of the leaseliability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications that
decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial or
full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of allother lease modifications. Lease liabilities are presented on a separate line in the consolidatedbalance 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.
- 168 -

o. 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 that are receivable as compensation for expenses or losses already incurred or forthe purpose of giving immediate financial support to the Group with no future related costs arerecognized in profit or loss in the period in which they are received.
p. 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 expense whenemployees have rendered services entitling them to the contributions.
q. Share-based payment arrangements
The fair value at the grant date of the employee share options is expensed on a straight-line basis overthe 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.
r. Taxation
Income tax expense (income) represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable (refundable) 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 isprovided 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 andliabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences and loss carryforwards tothe extent that it is probable that taxable profits will be available against which those deductible
temporary differences and loss carryforwards 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 thetemporary difference and it is probable that the temporary difference will not reverse in the- 169 -

foreseeable future. Deferred tax assets arising from deductible temporary differences associatedwith such investments and interests are only recognized to the extent that it is probable that there
will be sufficient taxable profits against which to utilize the benefits of the temporary differences
and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period andreduced to the extent that it is no longer probable that sufficient taxable profits will be available toallow all or part of the assets 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.
3) Current and deferred tax
Current and deferred tax are recognized in profit or loss, except when they relate to items that arerecognized in other comprehensive income or directly in equity, in which case, the current anddeferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATIONUNCERTAINTY
In the application of the Group’s accounting policies, management is required to make judgments, estimatesand assumptions on the carrying amounts of assets and liabilities that are not readily apparent from othersources. The estimates and associated assumptions are based on historical experience and other factors thatare considered relevant. Actual results may differ from these estimates.
When developing material accounting estimates, the Group considers the possible impact of the inflationand interest rate fluctuations and other relevant material estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis.
Key Sources of Estimation Uncertainty
a. Estimated impairment of accounts receivable and contract assets
The provision for impairment of accounts receivable and contract assets is based on assumptions on
probability of default and loss given default. The Group uses judgment in making these assumptions
and in selecting the inputs to the impairment calculation, based on the Group’s historical experience,existing market conditions as well as forward looking estimates as of the end of each reporting period.
Where the actual future cash inflows are less than expected, a material impairment loss may arise.
b. Measurement of the percentage of completion of project contract
Project contract revenue is recognized by the percentage of completion method. The progress ofcompletion is measured based on the working days of completed performance items. Since theestimated working days may be modified as assessed and determined by the management based on thenature and content of work, etc. for each project contract, the measurement of the percentage ofcompletion and revenue may be affected.

- 170 -

6. CASH AND CASH EQUIVALENTS
December 31
2023
Cash on hand
Checking accounts and demand deposits
Cash equivalents (investments with original maturities of 3 months
or less)
Time deposits

$

2022

1,461
563,391$

1,291
398,447

274,878

321,998$ 839,730$ 721,736

7. FINANCIAL INSTRUMENTS AT FVTPL
December 31
2023

2022

Financial assets
Financial assets mandatorily classified as at FVTPL
Derivative financial assets (not under hedge accounting)Redemption options and put options of convertible bonds$

Non-derivative financial assets
Mutual funds
Unquoted shares

Current
Non-current

32

$

429

409,515
409,515

118,390378,155
496,545$ 409,547$ 496,974$

32
409,515$ 118,819
378,155$ 409,547$ 496,974

The Group acquired the ordinary shares of Discover NY Project Company, LLC (DNY) for $31,437
thousand (US$1,050 thousand) in August 2022, increasing its shareholding to 23.22%. In addition, theGroup acquired the preferred shares of DNY for $29,851 thousand (US$972 thousand) in December 2022.
The dividends of the preferred shares are cumulative at the rate of 12%. Furthermore, the remaining
earnings are distributed to preferred shareholders in proportion to their capital contribution and are
distributed to all shareholders in proportion to their shareholdings only after the preferred shareholders
recover 2.5 times their original capital contribution. The investment of DNY was classified as a financial
asset at FVTPL since the Group did not participate in the financial and operating policy decisions of DNY
and did not have significant influence.

- 171 -

8. FINANCIAL ASSETS AT FVTOCI
December 31
2023

2022

Current
Domestic investments in equity instruments
Listed shares$

64,300$ 130,000

$

1,379

$

Non-current
Foreign investments in equity instruments
Unlisted equity investments-

The Group acquired the ordinary shares of Ruentex Industries Limited for $100,000 thousand in September
2022. Accordingly, the Group elected to designate the investments in equity instruments as financial assets
at FVTOCI as it was not held for trading or short-term profit.

9. FINANCIAL ASSETS AT AMORTIZED COST
December 31
2023
Time deposits with original maturities of more than 3 months
Pledged time deposits
Pledged demand deposits
Unquoted preferred shares

Current
Non-current$

48,941
105,338
14,13434,0102022$

15,912
151,082
2,004
32,740$ 202,423$ 201,738$ 148,010
54,413$ 144,788
56,950$ 202,423$ 201,738

a. The counterparties of the time deposit of the Group were banks with sound credit ratings and no
significant default concerns, and therefore, there was no expected credit losses.
b. The investment in preferred shares will expire in February 2025, and cannot be converted into ordinary
shares. The issuer company will redeem the shares at the actual issue price at the maturity, and theinvestor has no right to request early redemption of preferred shares. The dividends are cumulative at
the rate of 5%. If the dividends are undistributed or are not distributed in full, it should be accumulated
for deferred payment in the subsequent years where there are earnings.
c. Refer to Note 33 for the information on financial assets at amortized cost pledged as collateral.

- 172 -

10. ACCOUNTS RECEIVABLE
December 31

Accounts receivable
At amortized cost
Gross carrying amountLess: Allowance for impairment loss

2023

2022

$ 747,098(108,392)$ 318,840(48,508)$ 638,706$ 270,332

The main credit period is 90 days, unless agreed upon in a specific contract. In order to minimize credit
risk, the management of the Group has delegated a team responsible for determining credit limits, credit
approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue
debts. In addition, the Group reviews the recoverable amount of each individual trade debt at the end of thereporting period to ensure that adequate allowance is made for possible irrecoverable amounts. In thisregard, the management believes the Group’s credit risk was significantly reduced.
The Group measures the loss allowance for accounts receivable at an amount equal to lifetime ECLs. The
expected credit losses on accounts receivable are estimated by reference to the past default experience ofthe customer and the customer’s current financial position, as well as the industry outlook. The Group
determined the provision for loss allowance based on the past due days from the invoice date or from theend of the credit term for different segments distinguished according to the type of accounts receivable.
The Group writes off accounts receivable when there is information indicating that the debtor is in severe
financial difficulty and there is no realistic prospect of recovery. For accounts receivable that have been
written off, the Group continues to engage in enforcement activity to attempt to recover the receivables due.
Where recoveries are made, these are recognized in profit or loss.
The following table details the aging analysis and loss allowance of accounts receivable:
December 31, 2023
Segment A

Expected credit loss rate (%)

Up to 3Months

4-6 Months

0.3

17-12 Months Over 1 Year
2-3

With Signs
of Default

10-40

Total

100

Gross carrying amount
Loss allowance (lifetime ECLs)$

131,427
(396)

$

2,299
(24)

$

4,345
(95)

$

46,477(11,771)$

96,106(96,106)$

280,654(108,392)

Amortized cost$

131,031

$

2,275

$

4,250

$

34,706$-$172,262

Segment B
Not Past Due

1 Months
Past Due

Gross carrying amount
Loss allowance (lifetime ECLs)$

466,444-$

Amortized cost$

466,444$- 173 -

2-3 Months
Past Due

4-6 Months
Past DueOver 7Months

-

$

-

$

-

$

-

$

466,444
-

-

$

-

$

-

$

-

$

466,444

Total

December 31, 2022
Segment A

Expected credit loss rate(%)

Up to 3Months

4-6 Months--

7-12 Months Over 1 Year
0.1-5

With Signs
of Default

10

Total

10-100Gross carrying amount
Loss allowance (lifetime ECLs)$

107,655-$

17,739-$39,378(30)$

40,496(3,945)$

95,222(44,533)$

300,490(48,508)

Amortized cost$

107,655$

17,739$39,348$36,551$

50,689$251,982

Segment B
Not Past Due

1 Months
Past Due

Gross carrying amount
Loss allowance (lifetime ECLs)$

18,350-$

Amortized cost$

18,350$2-3 Months
Past Due

4-6 Months
Past DueOver 7Months

-

$

-

$

-

$

-

$

18,350
-

-

$

-

$

-

$

-

$

18,350Total

The movements of the loss allowance of accounts receivable were as follows:
For the Year Ended December 31
2023
2022
Balance at January 1
Impairment loss recognized
Effect of foreign currency exchange differences$

48,50859,882
2$

47,592
916-

Balance at December 31$ 108,392$

48,508

11. FINANCE LEASE RECEIVABLES
December 31,
2023
Undiscounted lease payments
Year 1
Year 2
Year 3
Year 4
Year 5
Year 5 onwards$

Less: Unearned finance income

2,170
2,170
2,170
2,170
2,170
7,600
18,450(1,482)

Net investment in leases presented as finance lease receivables$ 16,968

Current
Non-current

$

1,851
15,117$ 16,968- 174 -

The Group will sublease part of the leased business premises in Keelung City, Taiwan, in 2023, with theleasing term ending in June 2032 and annual fixed lease payments of $2,170 thousand. As the Group
subleases the retail stores for all the remaining leasing terms of the main lease to the sublessee, thesubleasing contract is classified as a finance lease, wherein the right-of-use asset sublease gain of $12,402
thousand was recognized.
The interest rates inherent in leases are fixed at the contract dates for the entire term of the lease; the range
of interest rates inherent in finance leases was approximately 1.98% per year.
In addition to fixed lease payments, finance lease contracts also indicate that the Group may receive
variable lease payments based on a specific percentage of the lessee’s revenue. The amount of variable
lease revenue received in 2023 is $1,135 thousand.
The Group measures the loss allowance for finance lease receivables at an amount equal to lifetime ECLs.
As of December 31, 2023, no finance lease receivable was past due. The Group has not recognized a loss
allowance for finance lease receivables after taking into consideration the historical default experience andthe future prospects of the industries in which the lessees operate, together with the value of collateral held
over these finance lease receivables.

12. INVENTORIES
December 31

Project materials
Merchandise

2023

2022

$ 246,598
5,020$ 307,592
3,758$ 251,618$ 311,350

The operating costs recognized as losses on inventories for the years ended December 31, 2023 and 2022
were $4,524 thousand and $1,642 thousand, respectively.

13. SUBSIDIARIES
Subsidiaries included in the consolidated financial statements
The subsidiaries included in the consolidated financial statements are as follows:

Investor
The Corporation

Dili Jie
JetwayGarleyBrogent HK

Proportion of Ownership (%)
December 31
2023
2022

InvesteeNature of Activities

Brogent Hong Kong Limited(Brogent HK)
Brogent Global Inc. (Brogent
Global)Reinvestment and tradingbusiness
Development and managementbusiness of self-operated
outlets, site planning andfilm production
Reinvestment and tradingbusiness
Reinvestment and tradingbusiness
Reinvestment and tradingbusiness
Reinvestment and tradingbusiness
Import and export business

100

100

-

100

100

-

100

100

-

100

100

-

100

100

-

100

100

-

58

58

-

Import and export business
Development and managementbusiness of self-operated
outlets

42
-

42
94

Note

Dili Jie Holdings Limited (DiliJie)
Jetway Holdings Limited(Jetway)
Garley Holdings Limited(Garley)
Holey Holdings Limited
Brogent Rides (Shanghai)
Limited (Brogent Rides)
Brogent Rides
hexaRide the first LLP

Remark(Continued)- 175 -

Investor

Brogent Rides

Brogent Global
JetmayInvesteeNature of Activities

StarLite Design & Planning
Limited (StarLite)
Brogent Creative (Shanghai)
Limited (Brogent Creative)

Design and managementbusiness
Development and managementbusiness of self-operated
outlets
Reinvestment and tradingbusiness
Whole planning business

Jetmay Holdings Limited(Jetmay)
HaiWei Culture Creative andDevelopment (Shanghai)
Limited (HaiWei Creative)

Proportion of Ownership (%)
December 31
2023
2022

Remark

100

100

-

100

100

-

100

100

-

100

100

-

(Concluded)
Note:

Brogent HK subscribed for additional new shares of hexaRide at a percentage different from its
existing ownership percentage in 2022, increasing its continuing interest from 93% to 94%. The
above transaction was accounted for as an equity transaction since the Group did not cease to havecontrol over the subsidiary. The difference between the investment cost and the net assets acquired
was recognized as a deduction of retained earnings of $554 thousand.
hexaRide was liquidated in December 2023, and the disposal loss of $3,178 thousand wasrecognized.

14. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
December 31
2023
Investments in associates - not individually material$ 18,824

2022
$

1,755

Aggregate information of associates that are not individually material:
For the Year Ended December 31
2023
2022
The Group’s share of:
Net loss
Other comprehensive loss
Total comprehensive loss for the year

$ (2,708)
(163)

$

(468)
(33)

$ (2,871)

$

(501)

In May 2023, the Group invested $20,000 thousand in cash to establish Scroll Application Technology Co.,
Ltd. and acquired 48.78% equity interest.
The Group originally held a 35% equity interest in Beijing Huawei Global Cultural Development Co., Ltd.
In July 2023, the Group subscribed for additional new shares of Beijing Huawei Global Cultural
Development Co., Ltd. at a percentage different from its existing ownership percentage, reducing its
continuing interest from 35% to 17.5%, and thus losing significant influence and discontinuing the use of
the equity method. Therefore, the investment was reclassified to financial assets at FVTOCI - non-current,
and a disposal gain of $2,276 thousand was recognized.

- 176 -

15. PROPERTY, PLANT AND EQUIPMENT
December 31

Assets used by the Group
Assets leased under operation

2023

2022

$ 727,141
9,038$ 751,320
7,038$ 736,179$ 758,358

For the year ended December 31, 2023
Assets Used by the Group
Equipment tobe Inspected
and Property
Other
under
Buildings
Equipment
Construction

Land

Assets Leased
underOperation
Other
Equipment

Total

Cost
Balance at January 1
Additions
Disposals
Effect of foreign currency exchange
differences

$

-

$

Balance at December 31

$

-

$

642,629$522,213

Balance at January 1
Depreciation expense
Disposals
Effect of foreign currency exchange
differences

$

-

$

195,839
26,283-$

199,760
68,425(35,144)

Balance at December 31

$

-

$

222,122$233,069$-$

455,191$

6,007

Carrying amount at December 31

$

-

$

420,507$289,144$

17,490$727,141

$

9,038

Total

Assets Leased
underOperation
Other
Equipment-

642,629-$-455,777
101,530(35,144)$

48,513(31,023 )-$ 1,146,919
70,507(35,144)-50$

17,490$ 1,182,332$

15,045

$

-

$

$

4,263
1,744

50

$

11,301
3,744-

Accumulated depreciation

-

-

28

395,599
94,708(35,144)-

28-

For the year ended December 31, 2022
Assets Used by the Group
Equipment tobe Inspected
and Property
Other
under
Buildings
Equipment
Construction

Land
Cost
Balance at January 1
Additions
Disposals
Reclassification
Effect of foreign currency exchange
differences$

139,868(139,868)-$

Balance at December 31

$

-

$

642,629$455,777$-$

183,433
29,826(16,930)$

141,291
68,510(6,387)-

691,5138,264(55,883)-$(1,265)

327,856
144,309(6,688)(9,839)$140,644(92,131 )-$ 1,299,881
60,442(202,439)(9,839)-(1,126)$

48,513$ 1,146,919$

11,301

$

-

$

$

43
448
-

139

$

1,302
160
9,839
-

Accumulated depreciation
Balance at January 1
Depreciation expense
Disposals

324,724
98,336(23,317)(Continued)- 177 -

Assets Used by the Group
Equipment tobe Inspected
and Property
Other
under
Buildings
Equipment
Construction

Land
-

$

-

$

Balance at December 31

$

-

$

195,839$

199,760$-$

395,599

Carrying amount at December 31

$

-

$

446,790$

256,017$

48,513$751,320(490)(3,772)

$

118

-

Total

Reclassification
Effect of foreign currency exchange
differences-$

Assets Leased
underOperation
Other
Equipment$-(3,772)

$

(372)

3,772
(849)-

$

4,263

$

7,038

(Concluded)a. Depreciation expenses were recognized on a straight-line basis over the following useful lives:

Buildings
Main buildings
OthersOther equipment

Assets Used by
the Group

Assets Leased
underOperation

50 years
2-20 years
2-15 years

5-10 years

b. To revitalize assets and effectively utilize capital, the Group sold the land and buildings located in
JhongShan, Sinwu District, Taoyuan City, to a non-related party for $268,000 thousand (tax included)in August 2022 and immediately leased them back for short-term operation. The lease terms are 3 years
and 6 months and expire in February 2026 with no renewal or bargain purchase options. As a result of
the above transaction, the Group recognized gains on disposal of property of $83,606 thousand andrecognized right-of-use assets of $16,647 thousand and lease liabilities of $25,996 thousand.
c. The Group rents the simulator rides under operating lease. All operating leases include the rights toadjust the rental according to the market rate when the lessee extends the lease terms, and the lessee
does not have bargain purchase options to acquire the asset at the end of the lease terms.
d. Refer to Note 33 for the carrying amount of property, plant and equipment pledged as collateral forborrowings.
e. The reconciliation of the additions and the payments stated in the statements of cash flows was asfollows:
For the Year Ended December 31
2023
2022
Additions to property, plant and equipment
Decrease in payables for equipment (increase)
Increase in provisions$ 74,251(4,395)(1,000)$ 60,602
400-

Cash paid$ 68,856$ 61,002- 178 -

16. LEASE ARRANGEMENTS
a. Right-of-use assets
December 31
2023
Carrying amountLand
Buildings
Transportation equipment2022$ 199,362
147,741
9,624$

98,122
172,702
16,189$ 356,727$ 287,013

For the Year Ended December 31
2023
2022
Additions to right-of-use assets
Depreciation of right-of-use assets
Land
Buildings
Transportation equipment$ 125,447$

24,940$12,183
31,257
6,810$

10,60728,478
7,176$

50,250$46,261b. Lease liabilities
December 31
2023

2022

Carrying amountCurrent
Non-current$ 64,323$ 329,287$ 64,414$ 257,167

Range of discount rates (%) for lease liabilities
Land
Buildings
Transportation equipment

1.71-2.17
1.71-1.98
1.71-2.17

1.71
1.71-1.85
1.71-1.80

c. Material lease activities and terms
The Group leases land and buildings for the use as business spaces and for self-operated outlets withlease terms that will expire between March 2032 and July 2053 at the latest. The lease contract for land
specifies that lease payments will be adjusted on the basis of changes in the announced land value andprice. Lease contracts for self-operating outlets contain variable payments which are determined at a
specific percentage of sales generated from the self-operating outlets. The Group does not have bargain
purchase options to acquire the leasehold land and buildings at the end of the lease terms.

- 179 -

d. Other lease information
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 leases payments not included in themeasurement of lease liabilities
Total cash outflow for leases

$
$

5,397
369

$
195
$ 65,588

$
$

2,404
367

$
$ 54,001

The Group has elected to apply the recognition exemption for leases of certain subject qualifying as
short-term leases and low-value asset leases, and thus, did not recognize right-of-use assets and leaseliabilities for these leases.

17. INTANGIBLE ASSETSFor the year ended December 31, 2023
Film

Other

Total

Cost
Balance at January 1
AdditionsWrite-off and disposals
Effect of foreign currency exchange differences$ 238,187
26,396(275)$

52,575
11,366(6,206)-$ 290,762
37,762(6,206)(275)

Balance at December 31$ 264,308$

57,735$ 322,043

Balance at January 1
Amortization expense
Write-off and disposals
Effect of foreign currency exchange differences$

67,22922,807(127)$

26,793
8,517(6,206)-$

Balance at December 31$

89,909$29,104$ 119,013

Carrying amount at December 31$ 174,399$

28,631$ 203,030

Accumulated amortization
94,022
31,324(6,206)(127)

For the year ended December 31, 2022
Film

Other

Total

Cost
Balance at January 1
Additions
Transferred from other non-current assets
Write-off and disposals
Effect of foreign currency exchange differences$ 201,548
7,844
40,945(16,189)
4,039$

49,449
9,935(6,767)(42)$ 250,997
17,77940,945(22,956)
3,997

Balance at December 31$ 238,187$

52,575$ 290,762(Continued)- 180 -

Film

Other

Total

Accumulated amortization
Balance at January 1
Amortization expense
Write-off and disposals
Effect of foreign currency exchange differences$

59,39924,079(16,169)(80)$

25,598
7,257(6,084)22$

84,99731,336(22,253)(58)

Balance at December 31$

67,229$26,793$94,022Carrying amount at December 31$ 170,958$

25,782$ 196,740(Concluded)

The above intangible assets are amortized on a straight-line basis over the following useful lives:
Film
Others3-10 years
1-25 years

18. BORROWINGSa. Short-term borrowings
December 31
2023
Secured bank loans (Note 33)
Unsecured bank loans$

Interest rate (%)

2022

495,000$

21,840300,000$ 495,000$ 321,840

1.90-2.59

1.50-2.33

b. Long-term borrowings
December 31
2023

2022

$ 464,842$ 296,187

3,749
468,591(30,502)

20,460907
317,554(49,334)

Long-term borrowings$ 438,089$ 268,220

Interest rate (%)
Bank loans

2.10-2.70

1.85-2.57

Secured borrowings (Note 33)
Bank loans - repayable before October 2031
Unsecured borrowings
Bank loans - repayable before February 2026
Loans from the government (Note)
Current portion- 181 -

Note: The subsidiary StarLite obtained an interest-free loan from the local government and was repaid
in December 2023.

19. BONDS PAYABLE
December 31

3rd domestic unsecured convertible bonds
4th domestic unsecured convertible bonds

2023

2022

$

79,014
163,102242,116(163,102)$ 219,204
261,577
480,781(219,204)$

79,014$ 261,577

Current portiona. In October 2020, the Corporation issued its 3rd domestic five-year unsecured zero-coupon convertible
bonds with an aggregate principal amount of $711,490 thousand (101.64% of the face value) and a parvalue of $100 thousand per bond certificate.
The conversion price was set at $103.8 per share. Bondholders are entitled to convert bonds into the
Corporation’s ordinary shares from January 13, 2021 to October 12, 2025.
If the closing price of the Corporation’s ordinary shares continues being at least 130% of the conversion
price then in effect for 30 consecutive trading days or the aggregate outstanding balance of bonds
payable is less than 10% of the original issuance amount, the Corporation has the right to redeem theoutstanding bonds payable at par value in cash during the period from three months after the issuancedate to the date 40 days prior to the maturity date.
Under the terms of the convertible bonds, the bondholders have the right to require the Corporation toredeem any bonds in cash at face value of the convertible bonds plus interest compensation (1.2547%)
after two and a half years from the issuance.
The amount of the face value of the convertible bonds plus interest compensation (2.5251%) has to be
fully paid off in cash at maturity by the Corporation.
As of December 31, 2023, the total amount of the bonds converted by the bondholders was $621,100
thousand.
b. In October 2020, the Corporation issued its 4th domestic four-year unsecured zero-coupon convertible
bonds with an aggregate principal amount of $500,000 thousand and a par value of $100 thousand per
bond certificate.
The conversion price was set at $105.3 per share. Bondholders are entitled to convert bonds into the
Corporation’s ordinary shares from January 16, 2021 to October 15, 2024.
If the closing price of the Corporation’s ordinary shares continues being at least 130% of the conversion
price then in effect for 30 consecutive trading days or the aggregate outstanding balance of bonds
payable is less than 10% of the original issuance amount, the Corporation has the right to redeem theoutstanding bonds payable at par value in cash during the period from three months after the issuancedate to the date 40 days prior to the maturity date.
Under the terms of the convertible bonds, the bondholders have the right to require the Corporation toredeem any bonds in cash at face value of the convertible bonds plus interest compensation (0.7514%)
after two years from the issuance.

- 182 -

The amount of the face value of the convertible bonds plus interest compensation (1.5085%) has to be
fully paid off in cash at maturity by the Corporation.
As of December 31, 2023, the total amount of bonds converted by the bondholders was $337,600
thousand.
c. In order to repay bank loans to improve the financial structure and save interest expenses, in November
2023, the board of directors approved the resolution to issue the 5th domestic three-year secured
zero-coupon convertible bonds with an aggregate principal amount of $800,000 thousand and a parvalue of $100 thousand per bond certificate. The Registration Statement for Issuing Convertible Bonds
declared to the competent authority has become effective in January 2023 and has been issued in March2024.
Due to the issuance of the 5th domestic secured convertible bonds, according to the terms of theissuance and conversion, on the date of the issuance of the 5th domestic secured convertible bonds, the
3rd and 4th domestic convertible bonds were amended from unsecured to secured with a security
interest of the same grade or class as the 5th domestic secured convertible bonds, and Shin Kong
Commercial Bank Co., Ltd. was entrusted as the guarantee bank.
d. The convertible bonds contain both liability and equity components. The equity component waspresented in equity under the heading of capital surplus - options; the effective interest rate of the equity
and liability component was 0.8% and 1% per annum, respectively, on initial recognition.
For the Year Ended December 31
2023
2022
Liability component at January 1
Interest charged at an effective interest rate
Converted into ordinary shares$ 480,781
3,944(242,609)$ 634,318
8,357(161,894)

Liability component at December 31$ 242,116$ 480,781

20. NOTES PAYABLE AND ACCOUNTS PAYABLEThe Group’s notes payable and accounts payable were generated from operating activities. The average
credit period of purchases of goods is around 45 to 120 days. The Group has financial risk management
policies in place to ensure that all payables are paid within the pre-agreed credit terms and, therefore, there
was no interest charged on the outstanding balance.

21. OTHER PAYABLES
December 31

Payables for salaries
Payables for insurance
Payables for service fee
Payables for equipment
Others- 183 -

2023

2022

$ 37,734
3,937
3,870
5,806
37,567$ 36,303
3,757
3,168
1,411
38,651$ 88,914$ 83,29022. RETIREMENT BENEFIT PLANS
The Corporation and the domestic subsidiaries adopted a pension plan under the Labor Pension Act (LPA),
which is a state-managed defined contribution plan. Under the LPA, the Group makes monthly
contributions to employees’ individual pension accounts at 6% of monthly salaries and wages.
Foreign subsidiaries make contributions in accordance with the local regulations, which are also considereddefined contribution plans.

23. MATURITY ANALYSIS OF ASSETS AND LIABILITIESThe current/non-current classification of the Group’s assets and liabilities relating to the project contract
was based on its operating cycle. The amount for related assets and liabilities expected to be recovered or
settled more than 12 months after the reporting period were as follows:
Within 12
MonthsMore Than
12 Months

Total

December 31, 2023
AssetsFinancial assets at amortized cost - current
Accounts receivable, net
Contract assets - current

Liabilities
Contract liabilities - current$

50,953
273,148
108,028$

97,057
365,558
846,050$

148,010
638,706
954,078$

432,129$ 1,308,665$ 1,740,794$

68,511$

65,979$134,490$

72,137
263,829
800,243$

72,651
6,503
502,982$

144,788
270,332
1,303,225$ 1,136,209$

582,136$ 1,718,345$$

30,903$

December 31, 2022
AssetsFinancial assets at amortized cost - current
Accounts receivable, net
Contract assets - current

Liabilities
Contract liabilities - current

37,32068,223

24. EQUITY
a. Ordinary shares
December 31
2023

2022

Number of shares authorized (in thousands)
Shares authorized

90,000$ 900,000

90,000$ 900,000

Number of shares issued and fully paid (in thousands)
Shares issued

64,779$ 647,786

61,443$ 614,431- 184 -

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and the right todividends.
The change in the Corporation’s ordinary shares is due to the conversion of the 3rd and 4th domestic
unsecured convertible bonds. As of December 31, 2023 and 2022, there were 57 thousand and 1,074
thousand shares, respectively, which have not yet been registered and were recognized as advancereceipts for ordinary shares of $571 thousand and $10,743 thousand, respectively. The abovetransactions with subscription base dates determined to be January 23, 2024 and January 13, 2023,
respectively, were registered before the date of approval of the consolidated financial statements.
b. Capital surplus
December 31
2023

2022

$ 2,663,243$ 2,626,897

-

750

9,574

20,542$ 2,672,817$ 2,648,189

May be used to offset deficit, distributed as cash dividends
or transferred to share capital (Note)
Issuance of ordinary shares
May only be used to offset deficit
Share of changes in capital surplus of associates
May not be used for any purpose
Equity component of convertible bonds payable

Note:

Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no
deficit, such capital surplus may be distributed as cash dividends or transferred to share capital(limited to a certain percentage of the Corporation’s capital surplus and to once a year).

c. Retained earnings and dividends policy
Under the dividends policy as set forth in the Corporation’s Articles of Incorporation (the “Articles”),
where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes,
offsetting losses of previous years. Where there is still balance, the Corporation shall set aside as a legal
reserve 10% of the sum of said profit in balance and the amount of profit (of loss) items adjusted to thecurrent year’s undistributed earnings other than the said profit until the legal reserve equals the
Corporation’s paid-in capital. The accumulated distributable earnings be set aside or reversed as a
special reserve in accordance with the laws or regulations and may be retained at the discretion of the
Corporation in accordance with its business needs, in addition to the payment of dividends, theremaining balance, if any, shall be distributed as dividends to shareholders by resolution of theshareholders’ meeting. In accordance with the Articles, the board of directors is authorized to resolvethat all or part of the dividends and bonuses, capital surplus or legal reserve be paid in cash after aresolution has been adopted by a majority vote at a meeting of the board of directors attended by
two-thirds or more of the total number of directors, and a report of such distribution shall be submitted
to the shareholders in their meeting.
The dividends policy of the Corporation considers the plans for the expansion of the scale of operations
and research and development plans, and the overall environment and the features of the industry inorder to pursue sustainable operations and long-term benefits for shareholders. The dividends toshareholders can be paid in cash or issued as shares, but cash dividends shall be not less than 10% of the- 185 -

total dividends.
Legal reserve may be used to offset a deficit. If the Corporation has no deficit and the legal reserve has
exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or
distributed in cash.
The offset of the deficit for 2021 had been approved by the shareholders in their meeting on May 27,2022.
The offset of the deficit for 2022 was approved by the shareholders in their meeting in May 2023,
which resolved to reverse the special reserve of $14,857 thousand, offset the deficit by the legal reserveof $127,421 thousand and the capital surplus of $100,727 thousand. Moreover, in March 2023, theCorporation’s board of directors resolved to distribute $93,776 thousand in cash from its capital surplus
at $1.5 per share.
On March 12, 2024, the Corporation’s board of directors proposed to offset the deficit with the capitalsurplus of $167,662 thousand and resolved to distribute cash from the capital surplus at $0.5 per share.
Based on the number of outstanding shares of 64,836 thousand on the date of resolution of the
Corporation’s board of directors, the amount of distribution would be $32,418 thousand, and if thenumber of outstanding shares subsequently changed, the chairman was fully authorized to adjust theamount of distribution from the capital surplus. The offset of the deficit for 2023 will be resolved by theshareholders in their meeting to be held in May 2024.
d. Other equity items
1) Exchange differences on translating the financial statements of foreign operations
For the Year Ended December 31
2023
2022
Balance at January 1
Recognized for the year
Exchange differences on translation of financial
statements of foreign operations
Share from associates accounted for using the equity
methodReclassification adjustment
Disposal of foreign operations$ (8,516)$ (39,431)(12,199)

30,948

(163)

(33)

3,178

-

Balance at December 31$ (17,700)$ (8,516)

2) Unrealized gain (loss) on financial asset at FVTOCIFor the Year Ended December 31
2023
2022
Balance at January 1
Recognized for the year
Unrealized gains (losses) - equity instruments
Reclassification adjustment
Cumulative unrealized gain of equity instruments
transferred to retained earnings due to disposal$ 30,000

Balance at December 31- 186 -$-

(4,536)30,000(12,102)-$ 13,362$ 30,000

e. Non-controlling interests
For the Year Ended December 31
2023
2022
Balance at January 1
Share in loss for the year
Other comprehensive income (loss) for the year
Exchange differences on translation of financial statements offoreign operations
Changes in percentage of ownership interest in subsidiaries
Disposal of subsidiaries$

Balance at December 31

$

253
(211)

$ 1,408(1,672)

(18)
(24)

(37)
554
-

-

$

253

25. REVENUE
For the Year Ended December 31
2023
2022
Project contract revenue
Licensing revenue
Sales of tickets and merchandise
Service revenue
Rental revenue$ 696,738
7,558
57,59088,417
12,400$ 655,326
39,91642,763
51,19814,563$ 862,703$ 803,766

December 31,
2023

December 31,
2022

January 1,
2022$

638,706$$$

980,806
91,265(117,993)$ 1,321,371
81,511(99,657)$ 1,153,510
100,588(81,365)$954,078$ 1,303,225$ 1,172,733$

90,55843,932$

34,15834,065$42,956
22,816$

134,490$

68,223$65,772Contract balances

Accounts receivable
Contract assets
Project contract
Reserves of project contract
Less: Allowance for impairment loss

Contract liabilities
Project contract
Others270,332

216,053

The changes in the balance of contract assets and contract liabilities primarily result from the timing
difference between the Group’s satisfaction of performance obligations and the respective customer’s
payment.

- 187 -

The movements of the loss allowance of contract assets were as follows:
For the Year Ended December 31
2023
2022
Balance at January 1
Loss allowance recognized
Effect of exchange rate$

99,657
18,465(129)$

81,365
18,25933

Balance at December 31$ 117,993$

99,657

26. LOSS BEFORE INCOME TAX
a. Interest income
For the Year Ended December 31
2023
2022
Bank deposits
Others$ 13,476
286

$

8,227
287

$ 13,762$

8,514

b. Other income
For the Year Ended December 31
2023
2022
Dividends
Government grants
Others

$

4,000
410
3,441

$

16,043
2,979

$

7,851

$ 19,022

c. Other gains and losses
For the Year Ended December 31
2023
2022
Net gain (loss) on financial assets at FVTPL
Net foreign exchange gain
Net gain on disposal of property, plant and equipment (Note 15)
Net loss on disposal of intangible assets
Loss on disposal of subsidiaries (Note 13)
Gain on disposal of associates (Note 14)
Gain on right-of-use assets sublease (Note 11)
Others- 188 -$

(1,956)950(3,178)2,276
12,402
(20)

$

7,537
78,52774,931
(703)
(338)

$

10,474$ 159,954

d. Finance costs
For the Year Ended December 31
2023
2022
Interest on bank loans
Interest on lease liabilities
Interest on convertible bonds$ 17,141
6,209
3,944

$ 10,423
4,937
8,357

$ 27,294$

23,717e. Depreciation and amortization
For the Year Ended December 31
2023
2022
Property, plant and equipment
Right-of-use assets
Intangible assets$

An analysis of depreciation by function
Operating costs
Operating expenses

An analysis of amortization by function
Operating costs
Operating expenses

96,45250,25031,324$

98,78446,261
31,336$ 178,026$ 176,381$$

52,644
94,05850,03895,007$ 146,702$ 145,045$

23,016
8,308$

18,638
12,698$31,324$

31,336f. Employee benefits
For the Year Ended December 31
2023
2022
Short-term employee benefits
Post-employment benefits (Note 22)
Defined contribution plans

An analysis by function
Operating costs
Operating expenses$ 288,008$ 284,347

11,821

11,497$ 299,829$ 295,844$$

81,421
218,408$ 299,829

68,974
226,870$ 295,844

g. Compensation of employees and remuneration of directors
According to the Articles of Incorporation of the Corporation, the Corporation accrues compensation of
employees and remuneration of directors at rates of 5% to 15% and no higher than 2%, respectively, ofnet profit before income tax, compensation of employees, and remuneration of directors, but if the- 189 -

Corporation still has accumulated deficit, it should first set aside an amount for offset of the deficit. The
board of directors resolved not to accrue compensation of employees and remuneration of directors for2022 and 2023 due to net loss before income tax.
If there is a change in the amounts after the annual consolidated financial statements are authorized for
issue, the differences are recorded as a change in the accounting estimate.
Information on the compensation of employees and remuneration of directors resolved by the
Corporation’s board of directors is available at the Market Observation Post System website of the
Taiwan Stock Exchange.

27. INCOME TAX
a. The major components of income tax benefit were as follows:
For the Year Ended December 31
2023
2022
Current tax
In respect of the current year
Adjustments for prior years
Land value incremental tax$

Deferred tax
In respect of the current year

6,156
196
6,352

$

6,867
27
271
7,165

(48,660)(28,725)$ (42,308)$ (21,560)

A reconciliation of accounting loss and income tax benefit was as follows:
For the Year Ended December 31
2023
2022
Loss before income tax$ (222,283)$ (83,958)

Income tax benefit calculated at the statutory rate
Tax-exempt proceeds from land transactions
Permanent differences
Tax-exempt net income from investments
Deferred tax effect of earnings of subsidiaries
Unrecognized net loss of foreign investments
Unrecognized loss carryforwards
Adjustments for prior years’ tax
Land value incremental tax
Withholding tax$ (52,360)
782
(592)
8,485
13
196
1,168

$ (15,958)(15,704)
(930)
701
8,048
27
271
1,985

$ (42,308)$ (21,560)

The corporate income tax rate in Taiwan is 20%. The applicable tax rate used by subsidiaries in China
is 25% and tax rates used by other entities in the Group operating in other jurisdictions are based on the
tax laws in those jurisdictions.

- 190 -

c. Current tax assets and liabilities
December 31
2023

2022

Current tax assets
Tax refund receivable$ 1,659$

Current tax liabilities
Income tax payable$877$ 2,490

Exchange
Differences

Balance, Endof Year$$891

d. Deferred tax assets and liabilities
The movements of deferred tax assets and liabilities were as follows:
For the year ended December 31, 2023
Balance,
Beginning ofYear

Recognized in
Profit or Loss

Deferred tax assets
Temporary differences
Allowance for impairment
loss
Unrealized loss on foreign
currency exchange
Loss on financial instruments
at FVTPL
Others$Loss carryforwards

25,024$

15,142-40,166

257

4,568

-

4,825

1,672
3,929
30,882
59,617

4,815
8,979
33,504
1,450

(36)
(188)
(224)
(6)

6,451
12,72064,162
61,061$90,499$34,954$(230)$ 125,223$

16,931
10,079$(3,913)(9,793)

$

(198)
(103)

$

12,820183$

27,010$ (13,706)

$

(301)

$

13,003

Balance,
Beginning ofYear

Recognized in
Profit or Loss

Deferred tax liabilities
Temporary differences
Unrealized gross margin
OthersFor the year ended December 31, 2022

Exchange
Differences

Balance, Endof Year$$Deferred tax assets
Temporary differences
Allowance for impairment
loss$

22,920- 191 -

$

2,104

-

25,024(Continued)

Balance,
Beginning ofYear
Unrealized loss on foreign
currency exchange
Loss on financial instruments
at FVTPL
Others$8,572

Recognized in
Profit or Loss

$

3,198
2,869
37,55938,885

Loss carryforwards(8,315)

Exchange
Differences

Balance, Endof Year$$-(1,526)
1,060(6,677)
20,726

6

257
1,672
3,929
30,882
59,617$76,444$

14,049$6$

90,499$28,571
12,570$ (12,003)(2,673)

$

363
182

$

16,931
10,079$41,141$ (14,676)$

545$ 27,010(Concluded)

Deferred tax liabilities
Temporary differences
Unrealized gross margin
Otherse. The aggregate amount of loss carryforwards and deductible temporary differences for which deferred
tax assets have not been recognized
December 31
2023
Loss carryforwards
Expiry in 2030
Expiry in 2031
Expiry in 2032

Deductible temporary differences
Foreign investment loss

2022

$

904
18,28640,238$904
18,28640,238$59,428$59,428$ 108,737$

63,330f. The aggregate amount of temporary differences associated with investments for which deferred tax
liabilities have not been recognized
As of December 31, 2023 and 2022, the taxable temporary differences associated with investments in
subsidiaries for which no deferred tax liabilities have been recognized were $110,740 thousand and$169,991 thousand, respectively.
g. Information about unused loss carryforwards
Loss carryforwards as of December 31, 2023 comprised:
Unused Amount$

Expiry Year

621
1,549
17,505

2025
2027
2030
(Continued)- 192 -

Unused Amount$

156,252
141,544
46,717$364,188

Expiry Year
2031
2032
2033
(Concluded)

h. Income tax assessments
The income tax returns of the Corporation and the domestic subsidiaries through 2021 have beenassessed by the tax authorities.

28. LOSS PER SHARE
Due to the net loss incurred for the years ended December 31, 2023 and 2022, there was no dilutive effecton the computation of diluted loss per share. The loss and weighted average number of ordinary shares
outstanding used in the computation of loss per share were as follows:a. Net loss for the year
For the Year Ended December 31
2023
2022
Net loss attributable to owners of the Corporation$ (179,764)$ (60,726)

b. Weighted average number of shares outstanding (in thousands)
For the Year Ended December 31
2023
2022
Weighted average number of shares

64,32861,13329. SHARE-BASED PAYMENT ARRANGEMENTS
Qualified employees of Brogent Global were granted 500 units of share options in February 2017. Each
option entitles the holder with the right to subscribe for one thousand ordinary shares of Brogent Global.
The options granted are valid for 10 years and exercisable at certain percentages after the second
anniversary from the grant date.
Information about Brogent Global’s employee share options was as follows:
For the Year Ended December 31
2023
2022
WeightedWeightedaverage
average
Number of
Exercise
Number of
Exercise
Options
Price ($)
Options
Price ($)
Balance at January 1
Options forfeited28-

Balance at December 31
Options exercisable, end of the year

10
-

31
(3)

28

10

28

10

28

10

28

10

- 193 -

$

$

10
10

30. CAPITAL MANAGEMENT
The capital structure of the Group consists of net debt and equity of the Group. The Group manages its
capital to ensure that entities in the Group will be able to continue as going concerns while maximizing thereturn to stakeholders through the optimization of the debt and equity balance.
The Group is not subject to any externally imposed capital requirements.

31. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments not measured at fair value
The Group’s management considers that the carrying amounts of financial instruments that are notmeasured at fair value approximate their fair values, except for convertible bonds.
The carrying amounts and fair values of the convertible bonds as of December 31, 2023 and 2022 wereas follows:
December 31

Book value
Fair value

2023

2022

$ 242,116$ 239,996$ 480,781$ 470,825

The fair value of bonds payable based on Level 3 fair value measurement was determined using thebinomial option pricing model where the significant and unobservable input was historical volatility.
b. Fair value of financial instruments that are measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2023
Level 1

Level 2

Level 3

Total

Financial assets at FVTPL
Unquoted shares
Derivative instruments

$

-

$

-

$ 409,515
32$ 409,515
32

$

-

$

-

$ 409,547$ 409,547$

64,300
-

$

-

$

1,379

$

64,3001,379$

64,300

$

-

$

1,379

$

65,679Financial assets at FVTOCI
Investments in equity
instruments
Domestic listed shares
Unquoted shares- 194 -

December 31, 2022
Level 1

Level 2

Level 3

Total

Financial assets at FVTPL
Mutual funds
Unquoted shares
Derivative instruments$ 118,390
-

$

-

$

378,155429$ 118,390
378,155429$ 118,390$-$ 378,584$ 496,974$ 130,000$-$$ 130,000

Financial assets at FVTOCI
Investments in equity
instruments
Domestic listed shares-

There were no transfers between Level 1 and Level 2 for the years ended December 31, 2023 and
2022.
2) Reconciliation of Level 3 fair value measurements of financial assets
For the Year Ended December 31, 2023
At FVTPL
EquityDerivatives
Instruments

At FVTOCI
EquityInstruments

Balance at January 1
Additions
Transferred frominvestments using theequity method
Convertible bonds
converted into ordinary
share
Recognized in loss
Recognized in othercomprehensive loss
Effect of foreign currency
exchange differences$$

Balance at December 31

$

429
-

$ 378,155
43,258

-

Total

-

$ 378,584
43,258

-

2,336

2,336

(295)
(102)

(8,646)-(295)(8,748)

-

-

(938)

(938)

-

(3,252)(19)(3,271)32$ 409,515

1,379$ 410,926$

For the Year Ended December 31, 2022
EquityInstruments

Total

1,983
-

$ 291,657
61,288$ 293,640
61,288(159)-

Derivatives
Balance at January 1
Additions
Convertible bonds converted into ordinary
share

$

- 195 -

(159)
(Continued)

Derivatives

EquityInstruments

Recognized in profit or loss
Effect of foreign currency exchange
differences$$

Balance at December 31$(1,395)

7,929-

17,281429$ 378,155

Total
$

6,534
17,281$ 378,584(Concluded)3) Valuation techniques and inputs applied for Level 3 fair value measurementa) Equity Instrument Investments
The fair values of unquoted shares at FVTPL were determined using the income approach. In
this approach, the discounted cash flow method was used to capture the present value of the
expected future economic benefits to be derived from the ownership of these investees. The fairvalues of unquoted shares at FVTOCI were determined based on the recent net equity.
b) Redemption Options and Put Options of Convertible Bonds
The fair values of redemption options and put options of convertible bonds were determinedusing the binomial option pricing model where the significant and unobservable input was
historical volatility.
c. Categories of financial instruments
December 31
2023

2022

$ 1,701,077
409,547
65,679$ 1,213,290
496,974
130,000

1,350,830

1,325,886

Financial assets
Financial assets at amortized cost (1)Financial assets at FVTPL
Financial assets at FVTOCI
Financial liabilities
Amortized cost (2)1) The balances comprise cash and cash equivalents, financial assets at amortized cost, accounts
receivable and refundable deposits, etc.
2) The balances comprise short-term borrowings, notes and accounts payable, other payables,
long-term borrowings (including current portion), bonds payable (including current portion) andGuarantee deposits received, etc.
d. Financial risk management objectives and policies
The Group’s corporate treasury function provides services to the business, monitors and manages thefinancial risks relating to the operations of the Group through analyzing the degree of exposures. The
corporate treasury function reports regularly to the Group’s management. The risks include market risk,
credit risk and liquidity risk.

- 196 -

1) Market risk
The Group’s activities exposed it primarily to the financial risks as follows:a) Foreign currency risk
The carrying amounts of the Group’s foreign currency-denominated monetary assets andmonetary liabilities (including those eliminated on consolidation) at the end of the reporting
period are set out in Note 35.
Sensitivity analysis
The Group was mainly exposed to the USD and RMB.
The sensitivity analysis included only monetary items. A positive number below indicates anincrease in pre-tax profit associated with the functional currency weakening 1% against therelevant currency.
For the Year Ended December 31
2023
2022
USD
RMB

$ 2,033
6,992$ 3,5996,456b) Interest rate risk
The Group was exposed to interest rate risk because the Group borrowed funds at both fixedand floating interest rates. The risk is managed by the Group by maintaining an appropriate mixof fixed and floating rate borrowings. The carrying amounts of the Group’s financial assets andfinancial liabilities with exposure to interest rates at the end of the reporting period were as
follows:
December 31
2023
Fair value interest rate risk
Financial assets
Financial liabilities$

Cash flow interest rate risk
Financial assets
Financial liabilities

475,358
1,050,726

582,249548,591

2022$

519,166
1,095,109

402,964
346,647

Sensitivity analysis
The sensitivity analysis below was determined based on the Group’s exposure to interest rates
for non-derivative instruments at the end of the reporting period. For floating rate assets andliabilities, the analysis was prepared assuming the amount of each asset and liability outstandingat the end of the reporting period was outstanding for the whole year.
If interest rates had been 1% higher/lower and all other variables were held constant, theGroup’s pre-tax profit for the years ended December 31, 2023 and 2022 would haveincreased/decreased by $337 thousand and decreased/increased by $563 thousand, respectively,
which was mainly attributable to the Group’s variable-rate bank deposits and borrowings.

- 197 -c) Other price risk
The Group was exposed to equity price risk through its investments in equity securities. The
Group manages this exposure by maintaining a portfolio of investments with different risks.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at theend of the reporting period.
If equity prices had been 1% higher/lower, the pre-tax profit for the years ended December 31,
2023 and 2022 would have increased/decreased by $4,095 thousand and $4,965 thousand,respectively, as a result of the changes in the fair value of financial assets at FVTPL; othercomprehensive income for the years ended December 31, 2023 and 2022 would haveincreased/decreased by $657 thousand and $1,300 thousand, respectively, as a result of thechanges in the fair value of financial assets at FVTOCI.
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. At the end of the reporting period, the Group’s maximum exposure
to credit risk could be equal to the carrying amount of the respective recognized financial assets asstated in the consolidated balance sheets.
Refer to Note 10 for the financial risk management policies adopted by the Group.
The Group’s credit risk was mainly concentrated in the following groups accounted for 73% and
53% of net accounts receivable as of December 31, 2023 and 2022, respectively.
December 31
2023Group AGroup B
Group C2022

$ 464,692
359-$

43,15762,53338,479$ 465,051$ 144,169

3) Liquidity risk
The Corporation 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 offluctuations in cash flows. In addition, the management monitors the utilization of bank borrowingsand ensures compliance with loan covenants.
The following table details the Group’s remaining contractual maturities for its non-derivative
financial liabilities with agreed upon repayment periods. The table has been drawn up based on theundiscounted cash flows of financial liabilities from the earliest date on which the Group can berequired to pay. The table includes both interest and principal cash flows. Specifically, bank loans
with a repayment on demand clause were included in the earliest time band regardless of theprobability of the banks choosing to exercise their rights. The maturity dates for othernon-derivative financial liabilities were based on the agreed upon repayment dates.
To the extent that interest flows are at floating rates, the undiscounted amount was derived from theinterest rate at the end of the year.

- 198 -

Within
1 Year

2-3 Years

4-5 Years

More than
5 Years

Total

December 31, 2023
Non-interest bearing liabilities
Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities$

144,673
71,099120,447
515,044$

108,326
161,378
80,892$

94,239163,253-$450
174,808
143,818-$

145,123
448,472
588,896595,936$

851,263$

350,596$

257,492$

319,076$ 1,778,427$

205,71169,427
84,163
517,465$

101,810
167,578
267,982$

84,575
43,529-$84,886
68,893-$$876,766$

537,370$

128,104$

153,779$ 1,696,019

December 31, 2022
Non-interest bearing liabilities
Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities

205,711
340,698
364,163785,447

32. TRANSACTIONS WITH RELATED PARTIES
Details of transactions between the Group and its related parties were as follows:a. Related party name and category
Related Party Name

Related Party Category

Brogent Japan Entertainment
Chih-Hung Ouyang
Shen-Hao Cheng

Associates
Key Management (Chairman of the board)
Key Management (Director of the board)b. Operating Revenue

Line Item

Related Party TypeFor the Year Ended December 31
2023
2022

Rental revenue

Associates

$

6,946

$ 14,182

Service revenue

Associates

$

1,841

$

155

Licensing revenue

Associates

$

253

$

-

c. Operating costs

Line Item
Operating costs

Related Party Type
Associates

For the Year Ended December 31
2023
2022
$

-

$ 318

d. Lease arrangements
Under an operating lease agreement, the Group leased a building in the Xinxing District, Kaohsiung
City, from Shen-Hao Cheng, the key management of the Group, for the use of equipment display. The
lease term is 1 year and may be renewed upon expiration by mutual consent. Rental expenses in 2023
and 2022 were $816 thousand and $476 thousand, respectively, recognized under operating expenses.

- 199 -

e. Chih-Hung Ouyang, the key management members of the Group, provided the guarantees for someborrowings of the Group.
f. Compensation of key management personnel
The amounts of the remuneration of directors and other members of key management personnel were as
follows:
For the Year Ended December 31
2023
2022
Short-term employee benefits
Post-employment benefits$ 9,258108$ 8,860135$ 9,366$ 8,995

33. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for construction guarantee, lease development, government
grants, and borrowings:
December 31
2023
Financial assets at amortized cost - current
Demand deposits and time deposits
Financial assets at amortized cost - non-current
Time deposits
Property, plant and equipment
Buildings$

2022

99,069$ 128,876

20,40324,210391,681

411,773$ 511,153$ 564,859

34. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
As of December 31, 2023, the Group’s outstanding notes payable for performance and warranty undervarious construction projects were $15,468 thousand; letters of guarantee for warranty under various
construction projects were $175,526 thousand.

35. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIESThe Group’s significant financial assets and liabilities denominated in foreign currencies aggregated by theforeign currencies other than functional currencies and the related exchange rates between foreign
currencies and respective functional currencies were as follows:- 200 -

Foreign
Currency(In Thousands)

Exchange Rate ($)

NTD(In Thousands)

December 31, 2023
Financial assets
Monetary items
USD
RMB
RMB

$

6,937
160,497
1,023

30.71
4.33
0.14

(USD:NTD)(RMB:NTD)(RMB:USD)$ 213,026
694,790
4,430

101
215

30.71
7.09

(USD:NTD)(USD:RMB)

3,099
6,596

Financial assets
Monetary items
USD
RMB
RMB

11,982
124,813
21,619

30.70
4.41
0.14

(USD:NTD)(RMB:NTD)(RMB:USD)

367,848550,299
95,317

Financial liabilities
Monetary items
USD
USD

45
215

30.70
6.96

(USD:NTD)(USD:RMB)

1,377
6,593

Financial liabilities
Monetary items
USD
USD
December 31, 2022

For the years ended December 31, 2023 and 2022, realized and unrealized net foreign exchange gains were$950 thousand and $78,527 thousand, respectively. It is impractical to disclose net foreign exchange gains
and losses by each significant foreign currency due to the variety of the foreign currency transactions andfunctional currencies of the entities in the Group.

36. ADDITIONAL DISCLOSURES
a. Information about significant transactions:1) Financing provided to others: Table 1
2) Endorsements/guarantees provided: Table 23) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures):
Table 34) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20%of the paid-in capital: None
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in
capital: None
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital:
None- 201 -

7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of thepaid-in capital: None
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in
capital: Table 49) Trading in derivative instruments: Note 710) Intercompany relationships and significant intercompany transactions: Table 7
b. Information on investees: Table 5c. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal businessactivities, 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 theinvestment at the end of the period, repatriations of investment income, and limit on the amount ofinvestment in the mainland China area: Table 62) 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 orlosses:a) The amount and percentage of purchases and the balance and percentage of the related payablesat the end of the year:
Transaction Party
The Corporation

Counterparty
Brogent Rides

Purchase

Accounts
Payable$ 1,446$-b) The amount and percentage of sales and the balance and percentage of the related receivables atthe end of the year:
Transaction Party
The Corporation
The Corporation
Brogent Global

Counterparty
Brogent Rides
HaiWei Creative
HaiWei Creative

Operating
Revenue

Accounts
Receivable$$ 241,677
136,836

16,370709
22,792c) The amount of property transactions and the amount of the resultant gains or losses: Noned) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at theend of the period and the purposes: Table 2e) The highest balance, the end of period balance, the interest rate range, and total current periodinterest with respect to financing of funds: Nonef) 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: Table 7- 202 -

d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing thename of the shareholder, the number of shares owned, and percentage of ownership of eachshareholder: Table 8

37. SEGMENT INFORMATIONThe chief operating decision maker of the Group reviews the overall operating results in order to makedecisions about resource allocation and assessment of the overall performance. The Group has a single
operation segment. Therefore, the measurement basis for sales, operating results, and assets of thereportable segments in 2023 and 2022 is the same as the corporate financial statements. Refer to the balance
sheets and the statements of comprehensive income for 2023 and 2022.
a. Revenue from major products and services: Note 25
b. Geographical information
The Group’s revenue from continuing operations from external customers by location of customers andinformation about its non-current assets by location of assets are detailed below.
Revenue from External
Customers
For the Year Ended December 31
2023
2022
TaiwanAsia
EuropeAmericas
OthersNon-current Assets
December 31
2023
2022

$

83,439322,023
13,945298,563
144,733$

53,378299,665
19,011
396,00535,707$ 1,283,769
82,39740,3692,336-$ 1,161,567
89,93853,825960-$

862,703$803,766$$ 1,306,290

1,408,871

Non-current assets exclude financial instruments, finance lease receivables, investment accounted forusing equity method and deferred tax assets.
c. Information about major customers
For the Year Ended December 31
2023
2022
Proportion
Proportionof Netof NetOperatingOperating
Revenue
RevenueAmount(%)
Amount(%)
Group AGroup B
Group CGroup DGroup E$

156,534
127,052
107,021
21,848
9,656

18
15
12
3
1

$

124,749790
6,134
233,41782,519

16
1
29
10

$

422,11149$

447,60956- 203 -TABLE 1

Brogent Technologies Inc. and Subsidiaries
FINANCING PROVIDED TO OTHERSFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)No.

FinancingCompany0

The Corporation

Brogent Global

0

The Corporation

Brogent HK

Counterparty

Financial
Statement AccountRelated
Party

Other receivables related parties
Other receivables related parties

Yes
Yes

Maximum Balance
for the Year$

150,000
150,000

Ending Balance

Actual Amount
Drawn(Note 2)$$150,000
150,000

Interest
Rate (%)

Nature ofFinancing--

Short-term financing--

Short-term financing

Transaction
Amount$Reason for
Financing-Operating Capital-

Operating Capital

Allowance for
Impairment
Loss$

Note 1: The financing limit for each borrowing company and the total financing limit shall not exceed 10% and 40% respectively of the latest equity of the Corporation.
Note 2: The exchange rate was US$1=$30.71.
- 204 -

Financing Limit
for Each
Borrowing
Company (Note 1)

Collateral
Item

-

-

-

-

Value
$

-

$

314,917314,917

FinancingCompany’s Total
Financing Limit(Note 1)$

1,259,669
1,259,669

Note

TABLE 2

Brogent Technologies Inc. and Subsidiaries
ENDORSEMENTS/GUARANTEES PROVIDEDFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)Endorsee/Guarantee

No.

0
0

Endorser/Guarantor

The Corporation
The Corporation

Name

Brogent Creative
Brogent Global

Relationship

Subsidiary
Subsidiary

Limit of AmountMaximum
Provided to Each
Balance for the
Guaranteed
Year
Party (Note 1)$

944,751
944,751$

43,29050,000

Ratio ofAccumulated
Amount ofMaximum
Endorsement/
Endorsement/
Endorsement/Gu
Guarantee
Ending Balance Amount Actually
Guarantee to Net
Guarantee
arantee Amount
Provided by(Note 2)
Drawn (Note 2)
Equity in Latest
Collateralized by
Allowable
Parent Company
Financial
Properties(Note 1)
Statements(%)$

43,29050,000$3,911
35,000

$

4,329
-

1.37
1.59

$ 1,574,586
1,574,586

Note 1: The limit on endorsement/guarantee given for each party and the total financing limit shall not exceed 30% and 50% respectively of the latest equity of the Corporation.
Note 2: The exchange rate was RMB1=$4.329.
- 205 -YY

Guarantee
Provided by
Subsidiary

Guarantee
Provided to
Subsidiary in
Mainland China

N
N

Y
N

Note

TABLE 3

Brogent Technologies Inc. and Subsidiaries
MARKETABLE SECURITIES HELDDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Holding Company

The Corporation

Brogent Global

Holey Holdings Limited

Brogent HK

Brogent Rides

December 31, 2023
Percentage
ofCarrying Value
Ownership(%)

Relationship with theHolding Company

Financial Statement AccountOrdinary Shares
Ruentex Industries Ltd.

-

Financial assets at FVTOCI - current

1,000,000$

64,3000.09$

64,300Equity Investment
Jump Media International Co., Ltd.
This is Holland B.V.

-

Financial assets at FVTPL - current
Financial assets at FVTPL non-current

264,001100$

10,8830.93
10$10,883$

10,883$

10,883$34,010-$34,010Type and Name of Marketable Securities

Number of Shares

Fair Value

Preference SharesThis is Holland B.V.

-

Financial assets at amortized cost non-current

Equity Investment
Discover NY Project Company, LLC-

Financial assets at FVTPL non-current

2,310$ 111,383

19.09$ 111,383

Preference Shares
Discover NY Project Company, LLC-

Financial assets at FVTPL non-current

1,223$ 132,391-$ 132,391

Equity Investment
Discover NY Project Company, LLC-

Financial assets at FVTPL non-current

500

Equity Investment
Fly Over The World Cultural
Development Co., Ltd.

-

Financial assets at FVTPL non-current

Equity Investment
Beijing Huawei Global Cultural
Development Co., Ltd.

-

Financial assets at FVTPL non-current- 206 -

200$

24,1094.13$

27,900,000$ 130,749

4.75$ 130,749

1,050,000

$

1,379

17.50

$

24,109

1,379

Note

TABLE 4

Brogent Technologies Inc. and Subsidiaries
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITALFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)Company Name

Related Party

RelationshipEnding Balance(Note 1)

TurnoverRate

The Corporation

Brogent Rides

Subsidiaries$ 241,677-

Brogent Global

HaiWei Creative

Subsidiaries

136,836-- 207 -

OverdueAmount Received in
AmountActions Taken Subsequent Period
$

-

-

-

-

$

12,680Allowance for
Impairment Loss$-TABLE 5

Brogent Technologies Inc. and Subsidiaries
INFORMATION ON INVESTEESFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Investor Company

Investee Company

Location

Main Businesses andProducts

Original Investment Amount
December 31, 2023 December 31, 2022

As of December 31, 2023
Net Income (Loss)
Number ofof the Investee(%)
Carrying AmountsharesShare of Profit(Loss)

Note$ 370,947$ 306,287-

100.00$ 262,210$ (42,195 )$ (42,195 )Subsidiary

300,000

300,000

36,214,332

100.00288,084(3,472 )213

Subsidiary296,593

296,593-

100.00432,973

27,45727,457

Subsidiary

Scroll Application Technology Taiwan
Co., Ltd.

20,000-2,000,000

48.78

11,938(16,527 )(8,062 )Associates

Brogent HK

Brogent Japan Entertainment

10,161

10,161

-

35.90

6,886

15,022

5,392

Associates

Brogent HK

hexaRide the first LLP

81,55281,552---(1,390 )(1,180 )Note 4

Brogent HK

StarLite

37,50537,505-100.009,861(5,225 )(5,225 )Subsidiary

Dili Jie

Jetway298,659

298,659-

100.00432,952

27,45927,459Subsidiary

JetwayGarley131,258

131,258-

100.00187,492(16,525 )(16,525 )Subsidiary

JetwayHoley Holdings Limited

168,391

168,391-

100.00245,173

44,21044,210Subsidiary

Brogent Global

Jetmay99,27699,276-100.00117,561(36,272 )(35,872 )Subsidiary

The Corporation

Brogent HK

The Corporation

Brogent Global

The Corporation

Dili Jie

The Corporation

Hong Kong Reinvestment and tradingbusiness
TaiwanDevelopment and managementbusiness of self-operated
outlets, site planning andfilm production
British Virgin Reinvestment and trading
Islands
business
Sales and research anddevelopment of software
servicesJapan
Management businessdevelopment and sales ofthe peripheral products ofsimulator rides in JapanJapan
Development and managementbusiness of self-operated
outlets
CanadaDesign and managementbusiness
CaymanReinvestment and trading
Islands
business
British Virgin Reinvestment and trading
Islands
business
British Virgin Reinvestment and trading
Islands
business
British Virgin Reinvestment and trading
Islands
business

Note 1: The share of profit (loss) recognized for the year ended December 31, 2023 included eliminated unrealized gains or losses.
Note 2: The share of profit (loss) of subsidiaries are eliminated on consolidation.
Note 3: Refer to Table 6 for the information on investments in mainland China.
Note 4: hexaRide had been liquidated in December 2023.
- 208 -TABLE 6

Brogent Technologies Inc. and Subsidiaries
INFORMATION ON INVESTMENTS IN MAINLAND CHINAFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Main Businesses and Products

Paid-in Capital(Note 1)Brogent Rides

Import and export business$Brogent Creative

Development and managementbusiness of self-operated outlets

56,277

HaiWei Creative

Whole planning business

86,580Beijing Huawei Global Cultural
Development Co., Ltd.

Development and managementbusiness of self-operated outlets

25,974

Investee Company

Investee Company
The Corporation

214,127

Method ofInvestment

Reinvested throughthe third region
Brogent HK andGarleyReinvested throughthe third region
Brogent Rides
Reinvested throughthe third region
JetmayReinvested throughthe third region
Brogent Rides

Accumulated Outward Remittancefor Investments in Mainland China
as of December 31, 2023$
311,166$

222,712

Accumulated
Outward%Accumulated
Remittance
Ownership
Carrying AmountRepatriation of
Net Income (Loss)
Investment
for Investment fromof Direct oras of December 31, Investment Incomeof the Investee
Gain (Loss) (Note)
Taiwan as ofIndirect2023
as of December 31,
December 31,
Investment
2023
2023

Remittance of Funds

Accumulated
Outward
Remittance forInvestment from
Taiwan as ofJanuary 1, 2023

Outward$

Inward-$-$222,712$(28,626 )100.00$(28,626 )$

321,148

$

Note

-

Note 2----(907 )

100.00(907 )

83,971-

Note 288,454--88,454(36,272 )100.00(36,272 )

117,536-

Note 2----(5,467 )

17.50

(38 )

-

-

Notes 3 and 4

Investment Amount Authorized
by the Investment Commission,
MOEA$
311,166

Upper Limit on the Amount of
Investments Stipulated by theInvestment Commission, MOEA
$ 1,889,503

Note 1: The exchange rate was RMB1=$4.329.
Note 2: The investment gain (loss) was recognized based on the financial statements audited by the Corporation’s CPA.
Note 3: The investment gain (loss) was recognized based on the financial statements not audited.
Note 4: The ownership percentage decreased due to non-proportionate subscriptions for additional new shares in July 2023 and thus lost significant influence. Therefore, the investment was reclassified to the financial asset at
FVTOCI - non-current. Refer to Note 14 and Table 3.
- 209 -TABLE 7

Brogent Technologies Inc. and Subsidiaries
INTERCOMPANY RELATIONSHIPS AND SIGNIFICANT INTERCOMPANY TRANSACTIONSFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Transaction Details
No.

Transaction Party

Counterparty

Relationship

Financial Statement
Account

Accounts receivable
Project contract revenue
Service revenue
Accounts receivable
Other receivables
Rental revenue
Interest income
Other receivables
Project contract revenue
Accounts receivable
Service revenue
Sales of tickets andmerchandise
Accounts receivable
Project contract revenue
Sales
Accounts receivable
Accounts receivable
Service revenue

0
0
0
0
0
0
0
0
0
1
1
1

The Corporation
The Corporation
The Corporation
The Corporation
The Corporation
The Corporation
The Corporation
The Corporation
The Corporation
Brogent Global
Brogent Global
Brogent Global

Brogent Rides
Brogent Rides
Brogent Rides
Brogent Global
Brogent Global
Brogent Global
Brogent HK
HaiWei Creative
HaiWei Creative
The Corporation
The Corporation
The Corporation

Parent to subsidiary
Parent to subsidiary
Parent to subsidiary
Parent to subsidiary
Parent to subsidiary
Parent to subsidiary
Parent to subsidiary
Parent to subsidiary
Parent to subsidiary
Subsidiary to parent
Subsidiary to parent
Subsidiary to parent

1
1
2
2
3
3

Brogent Global
Brogent Global
Brogent Rides
Brogent Rides
StarLite
StarLite

HaiWei Creative
HaiWei Creative
The Corporation
HaiWei Creative
The Corporation
The Corporation

Subsidiary to subsidiary
Subsidiary to subsidiary
Subsidiary to subsidiary
Subsidiary to subsidiary
Subsidiary to subsidiary
Subsidiary to parent- 210 -

Payment Terms% of Total
Operating
Revenues(Assets)

241,677
16,370
191
3,483
7,940
12,469
1,904
86
709
4,247
14,594
1,491

According to the contract
According to the contract
According to the contract
According to the contract
According to the contract
According to the contract
According to the contract
According to the contract
According to the contract
According to the contract
According to the contract
According to the contract

5.00
2.00
1.00
2.00
-

136,836
22,792
1,446
15,5481,757
4,851

According to the contract
According to the contract
According to the contract
According to the contract
According to the contract
According to the contract

3.00
3.00
1.00

Amount$TABLE 8

Brogent Technologies Inc. and Subsidiaries
INFORMATION OF MAJOR SHAREHOLDERSDECEMBER 31, 2023

SharesNumber of Shares
Percentage of
Owned
Ownership (%)

Name of the Shareholder

Chih-Hung Ouyang

3,807,191

5.87

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 preference shares held byshareholders with ownership of 5% or greater, including shares that have been issued without physicalregistration by the Corporation 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 the shareholdings to the trust, the above information will be disclosed by theindividual trustor who opened the trust account. For shareholders who declare insider shareholdings
with ownership greater than 10% in accordance with the Security and Exchange Act, theshareholdings include shares held by shareholders and those delivered to the trust over whichshareholders have rights to determine the use of trust property. For information relating to insider
shareholding declaration, refer to Market Observation Post System.

- 211 -

INDEPENDENT AUDITORS’ REPORTThe Board of Directors and Shareholders
Brogent Technologies Inc.
OpinionWe have audited the accompanying parent company only financial statements of Brogent Technologies Inc. (the“Corporation”), which comprise the balance sheets as of December 31, 2023 and 2022, and the statements ofcomprehensive income, changes in equity and cash flows for the years then ended, and the notes to the financial
statements, including material accounting policy information (collectively referred to as the “financial
statements”).
In our opinion, the accompanying parent company only financial statements present fairly, in all material
respects, the financial position of the Corporation as of December 31, 2023 and 2022, and its financial
performance and its cash flows for the years then ended in accordance with the Regulations Governing the
Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit andAttestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic ofChina. 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
Corporation in accordance with The Norm of Professional Ethics for Certified Public Accountant of the
Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the parent company only financial statements for the year ended December 31, 2023. These matters wereaddressed 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.
The key audit matter of the Corporation’s parent company only financial statements for the year ended
December 31, 2023 is stated as follows:
The recognition of project contract revenue
Project contract revenue is the main operating revenue of the Corporation. The Corporation recognizes revenue
based on the stage of completion of performance obligations. Since the recognition of project contract revenue
is calculated manually and involves material accounting estimates and judgments, there may be a calculation
error; therefore, it was deemed to be a key audit matter.
Refer to Notes 4, 5 and 23 for accounting policy on project contract, accounting estimates and assumptions, anddetails of project revenue.

- 212 -

We performed the following audit procedures on the above key audit matter:
1. We obtained an understanding of and tested the design and operating effectiveness of the internal control
relevant to the accuracy of recognition of the project contract revenue, including the measurement of thepercentage of completion.
2. We verified and recalculated, on a sampling basis, the accuracy of the percentage of completion, including
the related supporting documents.
3. We recalculated the sampled project contract revenue measured by the percentage of completion andchecked whether it was recognized correctly.
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.
In preparing the parent company only financial statements, management is responsible for assessing the
Corporation’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 Corporationor 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 Corporation’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’ reportthat 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 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 areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Corporation’s internal control.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimatesand related disclosures made by management.
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that amaterial 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.
- 213 -

However, future events or conditions may cause the Corporation 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 theunderlying transactions and events in a manner that achieves fair presentation.
6. Obtain sufficient and appropriate audit evidence regarding the financial information of entities or businessactivities within the Corporation 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.
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming 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 ethicalrequirements 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 ofmost 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 determinethat 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 Chiu-Yen Wu and
Li-Yuan Kuo.

Deloitte & Touche
Taipei, Taiwan
Republic of China
March 12, 2024

Notice to Readers
The accompanying parent company only financial statements are intended only to present the parent company
only financial position, financial performance and cash flows in accordance with accounting principles andpractices 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 andparent company only financial statements shall prevail.
- 214 -

Brogent Technologies Inc.
PARENT COMPANY ONLY BALANCE SHEETSDECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

ASSETS
CURRENT ASSETS
Cash and cash equivalents (Notes 4 and 6)
Financial assets at fair value through profit or loss - current (Notes 4 and 7)
Financial assets at fair value through other comprehensive income - current (Notes 4 and 8)
Financial assets at amortized cost - current (Notes 4, 9 and 30)
Accounts receivable, net (Notes 4, 5 and 10)
Accounts receivable - related parties (Notes 4, 10 and 29)
Contract assets - current (Notes 4, 5 and 23)
Other receivables (Note 4)
Other receivables - related parties (Note 29)
Current tax assets (Notes 4 and 25)
Inventories (Notes 4 and 11)
Prepayments
Refundable deposits - current
Other current assets

December 31, 2023
Amount%December 31, 2022
Amount%$$443,698
86,702130,000
110,307214,234
113,004
956,399
10,951
82,181
857
307,592
57,257
10,451

10
2
3
2
5
2
21
2
7
1
-

52

2,523,633

55

20,403995,205
725,253
238,20376,768105,374
7,820
108,175

1
21
15
5
2
2
2

15,000943,254753,565
147,894
79,23576,46012,90437,437

21
16
3
2
2
1

2,277,201

48

2,065,749

45$ 4,789,368

100$ 4,589,382

100

Total current assets
NON-CURRENT ASSETS
Financial assets at amortized cost - non-current (Notes 4, 9 and 30)
Investments accounted for using the equity method (Notes 4 and 12)
Property, plant and equipment (Notes 4, 13 , 29 and 30)
Right-of-use assets (Notes 4 and 14)
Intangible assets (Notes 4 and 15)
Deferred tax assets (Notes 4 and 25)
Refundable deposits
Other non-current assets
Total non-current assets
TOTAL

621,18132
64,300145,601
157,265
245,160
940,357
1,407
8,026
1,516
245,558
64,0105,567
12,187

13
2
3
3
5
20
5
1
-

2,512,167

LIABILITIES AND EQUITYCURRENT LIABILITIESShort-term borrowings (Note 16)
Notes payable (Note 18)
Accounts payable (Note 18)
Accounts payable - related parties (Note 29)
Contract liabilities (Note 23)
Other payables (Notes 19 and 29)
Provisions - current (Note 4)
Lease liabilities - current (Notes 4 and 14)
Current portion of long-term borrowings (Note 16)
Current portion of bonds payable (Notes 4 and 17)
Other current liabilities$

Total current liabilities
NON-CURRENT LIABILITIESBonds payable (Notes 4 and 17)
Long-term borrowings (Note 16)
Deferred tax liabilities (Notes 4 and 25)
Lease liabilities - non-current (Notes 4 and 14)
Total non-current liabilities
Total liabilities
EQUITY ATTRIBUTABLE TO OWNERS OF THE CORPORATION (Note 22)
Share capital
Ordinary shares
Advance receipts for ordinary share
Total share capital
Capital surplus
Retained earnings (deficit to be compensated)
Legal reserve
Special reserve
Accumulated deficit
Total deficit to be compensated
Other equity
Total equity
TOTAL

The accompanying notes are an integral part of the parent company only financial statements.

- 215 -

430,000
487
54,064921
145,626
80,852
4,964
27,071
15,203
163,102
2,249

9
1
3
2
1
3
-

924,539$

230,000
11,772
100,41279,32376,2538,620
25,68515,043
219,204
2,263

5
2
2
2
1
5
-

19

768,575

17

79,014414,367
222,2742
9
4

261,577
229,438632
135,0405
5
3

715,65515

626,68713

1,640,194

34

1,395,262

30

647,786571
648,357
2,672,817

14
14
56

614,431
10,743625,174
2,648,189

14
14
58

(167,662)(167,662)(4,338)(4)(4)-

127,421
14,857(243,005)(100,727)
21,484

3
(5)
(2)
-

3,149,174

66

3,194,120

70$ 4,789,368

100$ 4,589,382

100

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

2023
Amount%2022
Amount%847,582100

763,368100

OPERATING COSTS (Notes 11, 24 and 29)

501,08859402,18553

GROSS PROFIT

346,49441

361,18347

OPERATING EXPENSES (Notes 10, 23, 24 and 29)
Selling and marketing expenses
General and administrative expenses
Research and development expenses
Expected credit loss

88,571
262,968
106,891
77,047103113
976,131
252,932
189,444
11,1361033
25
1535,47763

529,64369

OPERATING LOSS

(188,983)(22)(168,460)(22)

NON-OPERATING INCOME AND EXPENSES(Notes 24 and 29)
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of subsidiaries accounted forusing the equity method

12,341
5,629
7,053(21,595)

2
1
1
(3)

7,462
18,176
154,694(17,648)

1
2
20
(2)

(22,587)(3)(68,096)(9)

Total non-operating income and expenses(19,159)(2)

94,58812(208,142)(24)(73,872)(10)

28,3783

13,146

2(179,764)(21)(60,726)(8)(3,598)(1)

30,000

4

(938)

-

NET OPERATING REVENUE (Notes 4, 5, 23 and 29)

Total operating expenses

LOSS BEFORE INCOME TAX
INCOME TAX BENEFIT (Notes 4 and 25)
NET LOSS FOR THE YEAROTHER COMPREHENSIVE INCOME (Notes 20 and
22)
Items that will not be reclassified subsequently to
profit or loss:
Unrealized gains (losses) on investments in equity
instruments at fair value through othercomprehensive income
Share of other comprehensive income ofsubsidiaries accounted for using the equity
method- 216 -$$(Continued)

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Except Loss Per Share)

Items that may be reclassified subsequently to profit
or loss:
Share of other comprehensive income (loss) of
subsidiaries accounted for using the equity
method2023
Amount%(12,362)(1)(16,898)(2)(196,662)(23)$

Other comprehensive loss for the year, net ofincome tax
TOTAL COMPREHENSIVE LOSS FOR THE YEAR
LOSS PER SHARE (Note 26)
Basic
Diluted$$$(2.79)(2.79)

2022
Amount%30,915

4

60,915

8

189

-

$

$

$
$

The accompanying notes are an integral part of the parent company only financial statements.

- 217 -

(0.99)(0.99)(Concluded)

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

Ordinary shares
BALANCE AT JANUARY 1, 2022
Net loss in 2022
Other comprehensive income in 2022, net of income tax$

573,641-

Advance
Receipts for
Ordinary Share$

Capital Surplus

36,003-$ 2,501,234-

Retained Earnings (Deficit to be Compensated)
SpecialAccumulated
Legal Reserve
Reserve
Deficit

Exchange
Differences on
Translation of
Foreign
Operations

Other Equity
Unrealized
Gain or loss
On financial
Assets at
FVTOCI$$$

127,421-$

14,857-$ (181,725)(60,726)-(39,431)
30,91530,000$Total

Total Equity(39,431)
60,915$ 3,032,000(60,726)
60,915

Total comprehensive loss in 2022
Convertible bonds converted to ordinary shares (Note 17)
Changes in percentage of ownership interest in subsidiaries
Changes in equity of associates accounted for using theequity method

40,790-(25,260)-

146,205---(60,726)(554)

30,915-30,000-60,915-

189
161,735
(554)

-

-

750

-

-

-

-

-

-

750

BALANCE AT DECEMBER 31, 2022
Offset the deficit of 2022 (Note 23)
Legal reserve used to offset accumulated deficits
Reversal of special reserve614,431

10,7432,648,189

127,421

14,857(243,005)(8,516)30,00021,484

3,194,120---(127,421)-(14,857)

127,421
14,857

-

-

-

-

-

-

-

(127,421)(14,857)

142,278

-

-

-

-

Other changes in capital surplus (Note 23)
Capital surplus used to offset accumulated deficits
Cash dividends from capital surplus--(100,727)(93,776)--

100,727----(93,776)

Net loss in 2023
Other comprehensive loss in 2023, net of income tax--(194,503)---

100,727(179,764)-(12,362)(4,536)(16,898)(93,776)(179,764)(16,898)

-

-

-

-

-

(179,764)(12,362)(4,536)(16,898)(196,662)

33,355-(10,172)-

219,131---

12,102-

3,178(12,102)-(12,102)
3,178

242,3143,178

571$ 2,672,817-$ (167,662)(4,338)$ 3,149,174

Total comprehensive loss in 2023
Disposal of investments in equity instruments designated as
at fair value through other comprehensive income
Convertible bonds converted to ordinary shares (Note 17)
Disposal of subsidiaries
BALANCE AT DECEMBER 31, 2023$

647,786$$-

The accompanying notes are an integral part of the parent company only financial statements.

- 218 -$$

(17,700)$

13,362$

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

2023
CASH FLOWS FROM OPERATING ACTIVITIESLoss before income tax
Adjustments for:
Income and expenses
Depreciation expense
Amortization expense
Expected credit loss
Net loss (gain) on fair value changes of financial assets andliabilities at fair value through profit or loss
Finance cost
Interest income
Dividend income
Share of profit or loss of subsidiaries accounted for using theequity method
Net gain on disposal of property, plant and equipment
Net loss (gain) on foreign currency exchange
Loss on inventories
Changes in operating assets and liabilities
Financial assets mandatorily classified as at fair value throughprofit or loss
Accounts receivable
Accounts receivable - related parties
Contract assets
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Notes payable
Accounts payable
Accounts payable - related parties
Contract liabilities
Other payables
Provisions
Other current liabilities
Cash generated (used in) from operations
Income tax paid
Net cash generated from (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of financial assets at fair value through other comprehensive
incomeProceeds from disposal of financial assets at fair value through othercomprehensive income- 219 -$

2022

(208,142)$(73,872)

119,586
16,916
77,047

115,627
14,938
11,136(6,437)
21,595(12,341)(4,000)2,029
17,648(7,462)-

22,587
4,082
4,244

68,096(83,606)(6,506)
1,039

92,812(1,608)(132,156)(2,423)
10,234
12,573
57,790(6,753)(1,736)(11,285)(46,348)921
66,30358(3,656)(14)
69,849(1,827)73,553(23,924)(37,512)(142,533)(7,603)(3,484)(94,206)
12,068(4,870)10,38445,334
3,758
591
4,403
76
(104,898)(2,809)68,022(107,707)-(100,000)

61,465(Continued)

Brogent Technologies Inc.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars)

2023
Purchase of financial assets at amortized cost
Proceeds from disposal of financial assets at amortized cost
Acquisition of investments accounted for using the equity method
Payments for property, plant and equipment
Proceeds from disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Decrease in other receivables from related parties
Increase in other non-current assets
Interest received
Dividends received$

Net cash generated from (used in) investing activities(133,396)
91,673(20,000)(61,353)(14,449)(483)
58,344(70,738)
12,465
4,000

2022
$

(207,283)
169,233(65,657)
263,402(11,493)(4,866)(32,671)
7,327-(72,472)

17,992

CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings
Proceeds from long-term borrowings
Repayment of long-term borrowings
Repayment of the principal portion of lease liabilities
Cash dividends from capital surplus
Acquisition of additional interests in subsidiaries
Interests paid

200,000
300,000(114,911)(27,270)(93,776)(64,660)(17,450)

100,000
200,000(114,853)(20,899)(64,198)(8,379)Net cash generated from financing activities

181,933

91,671NET INCREASE IN CASH AND CASH EQUIVALENTS

177,483

1,956

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE
YEAR

443,698

441,742

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR$

621,181

The accompanying notes are an integral part of the parent company only financial statements.

- 220 -$

443,698(Concluded)

Brogent Technologies Inc.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

1. GENERAL INFORMATION
Brogent Technologies Inc. (the “Corporation”) was incorporated in October 2001. The Corporation ismainly engaged in the research, development, design, production and sales of simulator rides and its key
components and peripheral products, embedded media software, streaming media, 3D dynamic simulation
technology, internet interaction media and multiple-monitor setups.
The Corporation’s shares have been trading on the Taipei Exchange since December 2012.
The parent company only financial statements are presented in the Corporation’s functional currency, the
New Taiwan dollar.

2. APPROVAL OF FINANCIAL STATEMENTS
The parent company only financial statements were approved by the Corporation’s board of directors on
March 12, 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)
The initial application of the IFRS Accounting Standards endorsed and issued into effect by the FSC
did not have any material impact on the accounting policies of the Corporation.
b. The IFRS Accounting Standards endorsed by the FSC for application starting from 2024

New, Amended and Revised Standards and Interpretations
Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”
Amendments to IAS 1 “Classification of Liabilities as Current or
Non-current”
Amendments to IAS 1 “Non-current Liabilities with Covenants”
Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

Effective Date
Announced by IASB (Note 1)
January 1, 2024 (Note 2)
January 1, 2024
January 1, 2024
January 1, 2024 (Note 3)

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: 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.

- 221 -

As of the date the parent company only financial statements were approved, the Corporation assessedthat the application of the above standards and interpretations will not have a material impact on the
Corporation’s financial position and financial performance.
c. New IFRS Accounting Standards in issue but not yet endorsed and issued into effect by the FSC

New, Amended and Revised Standards and Interpretations
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture”
Amendments to IAS 21 “Lack of Exchangeability”

Effective Date
Announced by IASB (Note 1)
To be determined by IASB
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 afterJanuary 1, 2025. Upon initial application of the amendments, the entity recognizes any effectas an adjustment to the opening balance of retained earnings.
As of the date the parent company only financial statements were approved, the Corporation iscontinuously assessing the possible impact of the application of the above standards and interpretations
on the Corporation’s financial position and financial performance and will disclose the relevant impact
when the assessment is completed.

4. SUMMARY OF MATERIAL ACCOUNTING POLICY INFORMATION
a. Statement of compliance
The 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 except for
financial instruments that are measured at fair value.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which thefair value measurement inputs are observable and based on the significance of the inputs to the fairvalue 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); and3) Level 3 inputs are unobservable inputs for an asset or liability.
When preparing the parent company only financial statements, the Corporation used the equity method
to account for its investments in subsidiaries. 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 as the amounts attributable to the owners of the Corporation 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, the share of other comprehensive- 222 -

income of subsidiaries and the related equity items, as appropriate, in these parent company only
financial statements.
c. Classification of current and non-current assets and liabilities
Current assets include:
1) Assets held primarily for the purpose of trading;2) Assets expected to be realized within 12 months after the reporting period; and
3) Cash and cash equivalents unless the assets are restricted from being exchanged or used to settle aliability for at least 12 months after the reporting period.
Current liabilities include:1) Liabilities held primarily for the purpose of trading;2) Liabilities due to be settled within 12 months after the reporting period; and
3) Liabilities for which the Corporation does not have an unconditional right to defer settlement for atleast 12 months after the reporting period.
Assets and liabilities that are not classified as current are classified as non-current.
The Corporation is engaged in the project contracts, which has an operating cycle of over 1 year. The
normal operating cycle applies when considering the classification of the Corporation’s projectcontracts-related assets and liabilities.
d. Foreign currencies
In preparing the parent company only financial statements, transactions in currencies other than the
Corporation’s functional currency (i.e., 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 ortranslation are recognized in profit or loss in the period in which they arise.
Non-monetary items measured at fair value that are denominated in foreign currencies are retranslated
at the rates prevailing at the date when the fair value was determined. Exchange differences arisingfrom the retranslation of non-monetary items are included in profit or loss for the period.
Non-monetary items that are measured at historical cost in a foreign currency are translated using theexchange rate at the date of the transaction.
For the purpose of presenting the parent company only financial statements, the functional currencies ofthe entities in the Corporation (including subsidiaries operating in other countries that use currencies
different from the currency of the Corporation) are translated into the presentation currency, the New
Taiwan dollar, as follows: Assets and liabilities are translated at the exchange rates prevailing at the endof the reporting period; and income and expense items are translated at the average exchange rates forthe period. The resulting currency translation differences are recognized in other comprehensive
income.
On the disposal of the Corporation’s entire interest in a foreign operation, all of the exchange
differences accumulated in equity in respect of that operation attributable to the owners of the- 223 -

Corporation are reclassified to profit or loss.
e. Inventories
Inventories are stated at the lower of cost or net realizable value. Inventory write-downs are made byitem, except where it may be appropriate to group similar or related items. Net realizable value is theestimated selling price of inventories less all estimated costs of completion and costs necessary to makethe sale. Inventories are recorded at weighted-average cost.
f. Investments in subsidiaries
The Corporation uses the equity method to account for its investments in subsidiaries.
A subsidiary is an entity that is controlled by the Corporation.
Under the equity method, an investment in subsidiaries is initially recognized at cost and adjusted
thereafter to recognize the Corporation’s share of the profit or loss and other comprehensive income ofthe subsidiaries. The Corporation also recognizes the changes in the Corporation’s share of the equity ofsubsidiaries.
Changes in the Corporation’s ownership interest in a subsidiary that do not result in the Corporation
losing control of the subsidiary are equity transactions. The Corporation recognizes directly in equity
any difference between the carrying amount of the investment and the fair value of the consideration
paid or received.
The Corporation assesses its investment for any impairment by comparing the carrying amount with theestimated recoverable amount as assessed based on cash generating units in financial statements. If therecoverable amount of the investment subsequently increases, the Corporation recognizes a reversal of
the impairment loss; the adjusted post-reversal carrying amount should not exceed the carrying amount.
An impairment loss recognized on goodwill cannot be reversed in a subsequent period.
When the Corporation loses control of a subsidiary, a gain or loss is recognized in profit or loss and is
calculated as the difference between: (a) the aggregate of the fair value of consideration received andthe fair value of any remaining investment in the former subsidiary at the date control is lost; and (b) the
previous carrying amount of the assets, and liabilities of the subsidiary and any non-controlling interest.
The Corporation shall account for all amounts recognized in other comprehensive income in relation to
the subsidiary on the same basis as would be required if the Corporation had directly disposed of therelated assets and 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 are recognized in the parent company only financial statements only to the extent thatinterests in the subsidiaries that are not related to the Corporation.
g. Investments in associates
An associate is an entity over which the Corporation has significant influence and which is neither asubsidiary nor an interest in a joint venture.
The Corporation 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 Corporation’s share of the profit or loss and other comprehensive income of
the associate. The Corporation also recognizes the changes in the Corporation’s share of the equity of
associates.

- 224 -

When the Corporation 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 theamount of the Corporation’s proportionate interest in the associate. The Corporation records such a
difference as an adjustment to investments with the corresponding amount charged or credited to capitalsurplus and investments accounted for using the equity method. If the Corporation’s ownership interestis reduced due to its additional subscription of the new shares of the associate, the proportionate amountof 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 disposedof the related assets or liabilities. When the adjustment should be debited to capital surplus, but thecapital surplus recognized from investments accounted for using the equity method is insufficient, theshortage is debited to retained earnings.
When the Corporation’s share of losses of an associate equals or exceeds its interest in that associate(which includes any carrying amount of the investment accounted for using the equity method andlong-term interests that, in substance, form part of the Corporation’s net investment in the associate),
the Corporation discontinues recognizing its share of further loss. Additional losses and liabilities arerecognized only to the extent that the Corporation has incurred legal obligations, or constructive
obligations, or made payments on behalf of that associate.
The entire carrying amount of an 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, which forms part of the carrying amount of theinvestment. Any reversal of that impairment loss is recognized to the extent that the recoverable amountof the investment subsequently increases.
When the Corporation transacts with its associate, profits and losses resulting from the transactions withthe associate are recognized in the Corporation’s parent company only financial statements only to theextent that interests in the associate are not related to the Corporation.
h. Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation.
Property, plant and equipment in the course of construction are measured at cost less any recognizedimpairment loss. Cost includes professional fees and borrowing costs eligible for capitalization. Suchassets are depreciated and classified to the appropriate categories of property, plant and equipment
when completed and ready for their intended use.
Land is not depreciated.
Depreciation of property, plant and equipment is recognized using the straight-line method. Eachsignificant component is depreciated separately. The estimated useful lives, residual values anddepreciation method are reviewed at the end of each reporting period, with the effect of any changes in
estimate 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.
i.

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

- 225 -

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

Impairment of property, plant and equipment, right-of-use assets and intangible assets
At the end of each reporting period, the Corporation reviews the carrying amounts of its property, plantand equipment, right-of-use assets and intangible assets, to determine whether there is any indicationthat those assets have suffered an impairment loss. If any such indication exists, the recoverable amountof 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 Corporation estimates the recoverable
amount of the cash-generating unit to which the asset belongs. Corporate assets are allocated to theindividual cash-generating units or the smallest group of cash-generating units on a reasonable andconsistent basis of allocation.
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.
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 for 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 Corporation becomes a party to thecontractual 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 thanfinancial assets and financial liabilities at FVTPL) are added to or deducted from the fair value of thefinancial 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 tradedate 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 assets are mandatorilyclassified or designated as at FVTPL, including investments in equity instruments that are
not designated as at FVTOCI and mutual funds and derivative 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 on such financial assets are recognized in other gains or losses. Fair value is- 226 -

determined in the manner described in Note 28.
ii Financial assets at amortized cost
Financial assets that meet the following conditions are subsequently measured at amortized
cost:i) The financial asset is held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows; andii) The contractual terms of the financial asset give rise on specified dates to cash flowsthat are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets at amortized cost are measured atamortized cost, which equals the gross carrying amount determined by 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 a financial asset.
Cash equivalents include time deposits and repurchase agreement collateralized by bonds
within 3 months from the date of acquisition, which are highly liquid, readily convertible toa 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 Corporation 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 withgains 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, it will be transferred toretained earnings.
Dividends on these investments in equity instruments are recognized in profit or loss when
the Corporation’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 Corporation recognizes a loss allowance for expected credit losses on financial assets at
amortized cost and contract assets.
The Corporation always recognizes lifetime expected credit losses (ECLs) for accounts
receivable and contract assets. For all other financial instruments, the Corporation 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 Corporation 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 ofdefault 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- 227 -

contrast, 12-month ECLs represent the portion of lifetime ECLs that is expected to result fromdefault events on a financial instrument that are possible within 12 months after the reportingdate.
For internal credit risk management purposes, the Corporation considers that a debtor would
default if internal or external information show that the debtor is unlikely to pay its creditors(without taking into account any collateral held by the Corporation).
The Corporation recognizes an impairment gain or loss in profit or loss for all financial
instruments with a corresponding adjustment to their carrying amount through a loss allowanceaccount.
c) Derecognition of financial assets
The Corporation 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 theasset’s carrying amount and the sum of the consideration received and receivable is recognizedin profit or loss. On derecognition of an investment in an equity instrument at FVTOCI, thedifference between the asset’s carrying amount and the sum of the consideration received andreceivable is recognized in profit or loss, and the cumulative gain or loss which had beenrecognized in other comprehensive income is transferred directly to retained earnings, without
recycling through profit or loss.
2) Equity instruments
Equity instruments issued by the Corporation are recognized at the proceeds received, net of direct
issue costs.
3) Financial liabilitiesa) Subsequent measurement
Financial liabilities held by the Corporation are measured at amortized cost using the effective
interest method.
b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and theconsideration paid, including any non-cash assets transferred or liabilities assumed, isrecognized in profit or loss.
4) Convertible bonds
The component parts of compound instruments (i.e., convertible bonds) issued by the Corporation
are classified separately as financial liabilities and equity in accordance with the substance of thecontractual arrangements and the definitions of a financial liability and an equity instrument.
On initial recognition, the fair value of the liability component is estimated using the prevailingmarket interest rate for similar non-convertible instruments. This amount is recorded as a liability
on an amortized cost basis using the effective interest method until extinguished upon conversion or
upon the instrument’s maturity date. Any embedded derivative liability is measured at fair value.

- 228 -

The conversion option classified as equity is determined by deducting the amount of the liability
component from the fair value of the compound instrument as a whole. This is recognized andincluded in equity, net of income tax effects, and is not subsequently remeasured. In addition, theconversion option classified as equity will remain in equity until the conversion option is exercised;
in which case, the balance recognized in equity will be transferred to capital surplus. When theconversion option remains unexercised at maturity, the balance recognized in equity will betransferred to capital surplus.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability andequity components in proportion to the allocation of the gross proceeds. Transaction costs relating
to the equity component are recognized directly in equity. Transaction costs relating to the liability
component are included in the carrying amount of the liability component.
l.

Provisions
Provisions, including warranty obligations, are measured at the best estimate of the discounted cash
flows of the consideration required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.

m. Revenue recognition
The Corporation identifies contracts with customers, allocates the transaction price to the performanceobligations and recognizes revenue when performance obligations are satisfied.
1) Project contract revenue
Revenue comes from the development, construction and sale of simulator rides and related films.
The Corporation recognizes revenue upon the completion percentage of each performanceobligation. The output and degree of completion of performance obligation is measured based on
working days of each performance item. Contract assets recognized during the performanceobligations are satisfied and reclassified to accounts receivable at the point the customer is invoiced.
If the milestone payments exceed the revenue recognized to date, then the Corporation recognizes
contract liabilities for the difference. Certain payments, which are retained by the customer as
specified in the contract, are intended to ensure that the Corporation adequately completes all of its
contractual obligations. Such retention receivables are recognized as contract assets until the
Corporation satisfies its performance obligation.
2) Licensing revenue
Revenue comes from authorizing the use of intellectual property rights of the films. The license
granted provides the customer with the right to use the intellectual property that exists at the pointof grant, and the revenue is recognized when the license is transferred. Advance receipts of royalty
are recognized as contract liabilities. In addition, licensing revenue based on the actual sales of thecustomer is recognized when the sales occur.
3) Sale of tickets
Revenue comes from sales of tickets for simulator rides at operated outlets. Sales of tickets arerecognized at the point when services are performed.
4) Service revenue
Service revenue comes from maintenance service to simulator rides and is recognized when theservice is rendered.

- 229 -

5) Rental revenue
Rental revenue comes from rendering simulator rides, of which accounting policy is described in
Note 4 (n).
n. Leases
At the inception of a contract, the Corporation assesses whether the contract is, or contains, a lease.
1) The Corporation as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all therisks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Lease payments from operating leases are recognized as income on a straight-line basis over theterms of the relevant leases.
2) The Corporation as lessee
The Corporation recognizes right-of-use assets and lease liabilities for all leases at thecommencement 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 astraight-line basis over the lease terms.
Right-of-use assets are initially measured at cost and are subsequently measured at cost lessaccumulated depreciation and impairment losses and adjusted for any remeasurement of the leaseliabilities. Right-of-use assets are presented on a separate line in the parent company only balance
sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates tothe end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments. 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 Corporation uses the lessee’s incremental
borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method,with interest expense recognized over the lease terms. If the future lease payments change due to theperiod changes, the Corporation 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. For a lease modificationthat is not accounted for as a separate lease, the Corporation accounts for the remeasurement of thelease liability by (a) decreasing the carrying amount of the right-of-use asset of lease modifications
that decreased the scope of the lease, and recognizing in profit or loss any gain or loss on the partial
or full termination of the lease; (b) making a corresponding adjustment to the right-of-use asset of
all other lease modifications. Lease liabilities are presented on a separate line in the parent company
only balance sheets.
o. Government grants
Government grants are not recognized until there is reasonable assurance that the Corporation willcomply with the conditions attached to them and that the grants will be received.
Government grants that are receivable as compensation for expenses or losses already incurred or forthe purpose of giving immediate financial support to the Corporation with no future related costs are- 230 -

recognized in profit or loss in the period in which they are received.
p. 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 expense whenemployees have rendered services entitling them to the contributions.
q. Taxation
Income tax expense (income) represents the sum of the tax currently payable and deferred tax.
1) Current tax
Income tax payable (refundable) 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 isprovided 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 andliabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax
assets are generally recognized for all deductible temporary differences and loss carryforwards tothe extent that it is probable that taxable profits will be available against which those deductible
temporary differences and loss carryforwards can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments
in subsidiaries, except where the Corporation 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 only recognized to the extent that it is probable that there will be sufficient taxable
profits against which to utilize the benefits of the temporary differences and they are expected toreverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period andreduced to the extent that it is no longer probable that sufficient taxable profits will be available toallow all or part of the assets 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- 231 -

measurement of deferred tax liabilities and assets reflects the tax consequences that would follow
from the manner in which the Corporation expects, at the end of the reporting period, to recover orsettle the carrying amount of its assets and liabilities.
3) Current and deferred tax
Current and deferred tax are recognized in profit or loss, except when they relate to items that arerecognized in other comprehensive income or directly in equity, in which case, the current anddeferred tax are also recognized in other comprehensive income or directly in equity, respectively.

5. MATERIAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATIONUNCERTAINTY
In the application of the Corporation’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 otherfactors that are considered relevant. Actual results may differ from these estimates.
When developing material accounting estimates, the Corporation considers the possible impact of theinflation and interest rate fluctuations and other relevant material estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis.
Key Sources of Estimation Uncertainty
a. Estimated impairment of accounts receivable and contract assets
The provision for impairment of accounts receivable and contract assets is based on assumptions on
probability of default and loss given default. The Corporation uses judgment in making theseassumptions and in selecting the inputs to the impairment calculation, based on the Corporation’s
historical experience, existing market conditions as well as forward looking estimates as of the end ofeach reporting period. Where the actual future cash inflows are less than expected, a material
impairment loss may arise.
b. Measurement of the percentage of completion of project contract
Project contract revenue is recognized by the percentage of completion method. The progress ofcompletion is measured based on the working days of completed performance items. Since theestimated working days may be modified as assessed and determined by the management based on thenature and content of work, etc. for each project contract, the measurement of the percentage ofcompletion and revenue may be affected.

6. CASH AND CASH EQUIVALENTS
December 31
2023
Cash on hand
Checking accounts and demand deposits
Cash equivalents (investments with original maturities of 3 months
or less)
Time deposits- 232 -$

979
347,691

2022
$

913
132,180

272,511

310,605$ 621,181$ 443,698

7. FINANCIAL INSTRUMENTS AT FVTPL - CURRENT
December 31
2023

2022

Financial assets
Financial assets mandatorily classified as at FVTPL
Derivative financial assets (not under hedge accounting)Redemption options and put options of convertible bonds
Non-derivative financial assets
Mutual funds

$

$

32

$

429

-

86,27332$ 86,702

8. FINANCIAL ASSETS AT FVTOCI - CURRENT
December 31
2023

2022

Current
Domestic investments in equity instruments
Listed shares$

64,300$ 130,000

The Corporation acquired the ordinary shares of Ruentex Industries Limited for $100,000 thousand in
September 2022. Accordingly, the Corporation elected to designate the investments in equity instruments asfinancial assets at FVTOCI as it was not held for trading or short-term profit.

9. FINANCIAL ASSETS AT AMORTIZED COST
December 31
2023
Time deposits with original maturities of more than 3 months
Pledged time deposits
Pledged demand deposits

Current
Non-current$

46,532
105,338
14,1342022$

13,607
109,696
2,004$ 166,004$ 125,307$ 145,601
20,403$ 110,307
15,000$ 166,004$ 125,307

a. The counterparties of the time deposit of the Corporation were banks with sound credit ratings and no
significant default concerns, and therefore, there was no expected credit losses.
b. Refer to Note 30 for information on financial assets at amortized cost pledged as collateral.

- 233 -

10. ACCOUNTS RECEIVABLE
December 31

Accounts receivable- third parties
At amortized cost
Gross carrying amount
Allowance for impairment loss

Accounts receivable - related parties
At amortized cost
Gross carrying amount

2023

2022

$ 264,350(107,085)$ 262,742(48,508)$ 157,265$ 214,234$ 245,160$ 113,004

The main credit period is 90 days, unless agreed upon in a specific contract. In order to minimize credit
risk, the management of the Corporation has delegated a team responsible for determining credit limits,credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover
overdue debts. In addition, the Corporation reviews the recoverable amount of each individual trade debt at
the end of the reporting period to ensure that adequate allowance is made for possible irrecoverable
amounts. In this regard, the management believes the Corporation’s credit risk was significantly reduced.
The Corporation measures the loss allowance for accounts receivable at an amount equal to lifetime ECLs.
The expected credit losses on accounts receivable are estimated by reference to the past default experienceof the customer and the customer’s current financial position, as well as the industry outlook. The
Corporation determined that the accounts receivable from related parties would be recovered, so no loss
allowance was made. As the Corporation’s historical credit loss experience does not show significantly
different loss patterns for different customer segments of third parties, the provision for loss allowancebased on past due status is not further distinguished according to the Corporation’s different customer base.
The Corporation writes off accounts receivable when there is information indicating that the debtor is insevere financial difficulty and there is no realistic prospect of recovery. For accounts receivable that havebeen written off, the Corporation continues to engage in enforcement activity to attempt to recover thereceivables due. Where recoveries are made, these are recognized in profit or loss.
The following table details the aging analysis and loss allowance of accounts receivable:
December 31, 2023

Expected credit loss rate (%)

Up to 3Months

4-6 Months

0-0.3

0-1

7-12 Months Over 1 Year
0-3

With Signs
of Default

0-40

Total

100

Gross carrying amount
Loss allowance (lifetime ECLs)$

131,617
(396)

$

2,299
(24)

$

239,427(95)$

40,061(10,464)$

96,106(96,106)$

509,510(107,085)

Amortized cost$131,221

$

2,275

$

239,332$

29,597$-$

402,425- 234 -

December 31, 2022

Expected credit loss rate (%)

Up to 3Months

4-6 Months--

With Signs
of Default

7-12 Months Over 1 Year
0.1-5

10

Total

10-100Gross carrying amount
Loss allowance (lifetime ECLs)$

129,076-$

12,080-$30,548(30)$

108,820(3,945)$

95,222(44,533)$

375,746(48,508)

Amortized cost$

129,076$

12,080$30,518$104,875$

50,689$327,238

The movements of the loss allowance of accounts receivable were as follows:
For the Year Ended December 31
2023
2022
Balance at January 1
Impairment loss recognized$

48,50858,577$47,592
916

Balance at December 31$ 107,085$

48,508

11. INVENTORIES
December 31

Project materials

2023

2022

$ 245,558$ 307,592

The operating costs recognized as losses on inventories for the years ended December 31, 2023 and 2022
were $4,244 thousand and $1,039 thousand, respectively.

12. INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHOD
December 31

Investment in subsidiaries
Investment in associates

2023

2022

$ 983,267
11,938$ 943,254-$ 995,205$ 943,254

Refer to Note 5 for investments accounted for using the equity method Information.
a. Investment in subsidiaries
December 31
2023

Unlisted Company
Dili Jie Holdings Limited (Dili Jie)

2022

Carrying
AmountPercentage
ofOwnership

Carrying
Amount$ 432,973

100$ 410,375- 235 -

Percentage
ofOwnership
100(Continued)

December 31
2023

2022

Unlisted Company

Carrying
AmountPercentage
ofOwnership

Carrying
AmountPercentage
ofOwnership

Brogent Hong Kong Limited (Brogent
HK)
Brogent Global Inc. (Brogent Global)$ 262,210
288,084

100
100$ 242,957
289,922100
100$ 983,267$ 943,254(Concluded)

1) The Corporation subscribed for the cash capital increase of Dili Jie for $28,638 thousand (US$972
thousand) in 2022.
2) The Corporation subscribed for the cash capital increase of Brogent HK for the years ended
December 31, 2023 and 2022, and the amounts were $64,660 thousand (US$2,000 thousand) and$35,560 thousand (US$850 thousand and JPY52,000 thousand), respectively.
b. Investments in associates
December 31
2023
Associates that are not individually material2022$ 11,938$-

Aggregate information of associates that are not individually material:
For the Year Ended December 31
2023
2022
The Corporation’s share of:
Net losses and total comprehensive loss for the year

$ (8,062)$-

In May 2023, the Corporation invested $20,000 thousand in cash to establish Scroll Application
Technology Co., Ltd. and acquired 48.78% equity interest.

13 PROPERTY, PLANT AND EQUIPMENT
December 31

Assets used by the Corporation
Assets leased under operation- 236 -

2023

2022

$ 594,060
131,193$ 689,333
64,232$ 725,253$ 753,565

For the year ended December 31, 2023
Assets Leased
underOperation

Assets Used by the Corporation
Equipment tobe Inspected
and Property
Other
under
Buildings
Equipment
Construction

Land

Other
Equipment

Total

Cost
Balance at January 1
Additions
Reclassification
Disposals$-$

642,629-$

338,552
14,987(27,557)$

48,34849,796(80,654 )-$ 1,029,529
64,783(80,654)(27,557)$

106,625910
80,654-

Balance at December 31

$

-

$

642,629$

325,982$

17,490$986,101$

188,189

Balance at January 1
Depreciation expense
Disposals$-$

195,839
26,283-$

144,357
53,119(27,557)$-$

340,196
79,402(27,557)$

42,393
14,603-

Balance at December 31

$

-

$

222,122$

169,919$-$392,041$

56,996

Carrying amount at December 31

$

-

$

420,507$

156,063$

17,490$594,060$

131,193

Accumulated depreciation

For the year ended December 31, 2022
Assets Leased
underOperation

Assets Used by the Corporation
Equipment tobe Inspected
and Property
Other
under
Buildings
Equipment
Construction

Land

Other
Equipment

Total

Cost
Balance at January 1
Additions
Disposals$

139,868(139,868)$

673,973
8,265(39,609)$

195,489
143,063-$

134,579(86,231 )-$ 1,143,909
65,097(179,477)$

106,465
160-

Balance at December 31

$

-

$

642,629$

338,552$

48,348$ 1,029,529$

106,625

Balance at January 1
Depreciation expense
Disposals$-$

177,119
27,750(9,030)$88,17956,178-$-$265,298
83,928(9,030)$31,592
10,801-

Balance at December 31

$

-

$

195,839$

144,357$-$

340,196$

42,393Carrying amount at December 31

$

-

$

446,790$

194,195$

48,348$689,333$

64,232

Accumulated depreciation

a. Depreciation expenses were recognized on a straight-line basis over the following useful lives:

Buildings
Main buildings
OthersOther equipment- 237 -

Assets Used by
the Corporation

Assets Leased
underOperation

50 years
3-20 years
2-15 years

5-10 years

b. To revitalize assets and effectively utilize capital, the Corporation sold the land and buildings located in
JhongShan, Sinwu District, Taoyuan City, to a non-related party for $268,000 thousand (tax included)in August 2022, and immediately leased them back for short-term operation. The lease terms are 3 years
and 6 months and expire in February 2026 with no renewal or bargain purchase options. As a result of
the above transaction, the Corporation recognized gains on disposal of property of $83,606 thousand
and recognized right-of-use assets of $16,647 thousand and lease liabilities of $25,996 thousand.
c. The Corporation rents the simulator rides under operating lease. All operating leases include the rights
to adjust the rental according to the market rate when the lessee extends the lease terms, and the lessee
does not have bargain purchase options to acquire the asset at the end of the lease terms.
d. Refer to Note 30 for the carrying amount of property, plant and equipment pledged as collateral forborrowings.
e. The reconciliation of the additions and the payments stated in the statements of cash flows was asfollows:
For the Year Ended December 31
2023
2022
Additions to property, plant and equipment
Decrease (increase) in payables for equipment$ 65,693(4,340)$ 65,257
400

Cash paid$ 61,353$ 65,657

14. LEASE ARRANGEMENTS
a. Right-of-use assets
For the year ended December 31, 2023
Land

Buildings

Transportation
Equipment

Total

Cost
Balance at January 1
Additions
Derecognized$

140,523
113,423-$

52,796-$

19,284
2,467(12,202)$212,603
115,890(12,202)

Balance at December 31$

253,946$

52,796

$

9,549

$

316,291

Balance at January 1
Depreciation expense
Derecognized$

42,401
12,183
-

$

8,615
8,727
-

$

13,693
4,671(12,202)$64,70925,581(12,202)

Balance at December 31$

54,584$

17,342

$

6,162

$

78,088Carrying amount at December 31$

199,362$

35,454

$

3,387

$

238,203

Accumulated depreciation- 238 -

For the year ended December 31, 2022
Land

Buildings

Transportation
Equipment

Total

Cost
Balance at January 1
Additions
Derecognized$

140,523-$

33,927
18,869-$15,147
6,071(1,934)$

189,597
24,940(1,934)

Balance at December 31$

140,523$

52,796$

19,284$

212,603

Balance at January 1
Depreciation expense
Derecognized$

31,794
10,607
-

$

3,362
5,253
-

$

10,5895,038(1,934)$45,74520,898(1,934)

Balance at December 31$

42,401

$

8,615

$

13,693$64,709Carrying amount at December 31$

98,122$

44,181

$

5,591

$

147,894

Accumulated depreciationb. Lease liabilities
December 31
2023

2022

Carrying amountCurrent
Non-current$ 27,071$ 222,274$ 25,685$ 135,040

Range of discount rates (%) for lease liabilities
Land
Buildings
Transportation equipment

1.71-2.17
1.71-1.85
1.71-2.17

1.71
1.71-1.85
1.71

c. Material lease activities and terms
The Corporation leases land and buildings for the use as business spaces and for the use of offices andplants with lease terms that will expire between March 2032 and July 2053. The lease contract for land
specifies that lease payments will be adjusted on the basis of changes in the announced land value andprice. The Corporation does not have bargain purchase options to acquire the leasehold land andbuildings at the end of the lease terms.
d. 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$ 2,227$369$ 33,488

$
552
$
367
$ 24,395

The Corporation has elected to apply the recognition exemption for leases of certain subject qualifying
as short-term leases and low-value asset leases, and thus, did not recognize right-of-use assets and leaseliabilities for these leases.

- 239 -

15. INTANGIBLE ASSETSFor the year ended December 31, 2023
Film

Other

Total

Cost
Balance at January 1
AdditionsWrite-off and disposals$

71,862
3,202-$

47,521
11,247(6,206)$ 119,383
14,449(6,206)

Balance at December 31$

75,064$52,562$ 127,626

Balance at January 1
Amortization expense
Write-off and disposals$

15,993
8,855-$

24,155
8,061(6,206)$40,14816,916(6,206)

Balance at December 31$

24,848$26,010$50,858Carrying amount at December 31$

50,216$

26,552$

76,768

Accumulated amortization

For the year ended December 31, 2022
Film

Other

Total

Cost
Balance at January 1
Additions$

68,761
3,101$

37,6839,838$ 106,444
12,939Balance at December 31$

71,862$47,521$ 119,383

Balance at January 1
Amortization expense

$

7,521
8,472

$

17,6896,466$

25,21014,938

Balance at December 31$

15,993$24,155$40,148Carrying amount at December 31$

55,869$23,366$

79,235

Accumulated amortization

The above intangible assets are amortized on a straight-line basis over the following useful lives:
Film
Others3-10 years
1-25 years- 240 -

16. BORROWINGSa. Short-term borrowings
December 31
2023

2022

Unsecured bank loans$ 430,000$ 230,000

Interest rate (%)

1.90-1.95

1.50-1.61

b. Long-term borrowings
December 31
2023

2022

Bank loans - repayable before October 2031
Current portion$ 429,570(15,203)$ 244,481(15,043)

Long-term borrowings$ 414,367$ 229,438

Interest rate (%)

2.10-2.17

1.85-1.92

Secured borrowings (Note 30)

17. BONDS PAYABLE
December 31

3rd domestic unsecured convertible bonds (a)4th domestic unsecured convertible bonds (b)

2023

2022

$

79,014
163,102242,116(163,102)$ 219,204
261,577
480,781(219,204)$

79,014$ 261,577

Current portiona. In October 2020, the Corporation issued its 3rd domestic five-year unsecured zero-coupon convertible
bonds with an aggregate principal amount of $711,490 thousand (101.64% of the face value) and a parvalue of $100 thousand per bond certificate.
The conversion price was set at $103.8 per share. Bondholders are entitled to convert bonds into the
Corporation’s ordinary shares from January 13, 2021 to October 12, 2025.
If the closing price of the Corporation’s ordinary shares continues being at least 130% of the conversion
price then in effect for 30 consecutive trading days or the aggregate outstanding balance of bonds
payable is less than 10% of the original issuance amount, the Corporation has the right to redeem theoutstanding bonds payable at par value in cash during the period from three months after the issuancedate to the date 40 days prior to the maturity date.
Under the terms of the convertible bonds, the bondholders have the right to require the Corporation toredeem any bonds in cash at face value of the convertible bonds plus interest compensation (1.2547%)
after two and a half years from the issuance.

- 241 -

The amount of the face value of the convertible bonds plus interest compensation (2.5251%) has to be
fully paid off in cash at maturity by the Corporation.
As of December 31, 2023, the total amount of the bonds converted by the bondholders was $621,100
thousand.
b. In October 2020, the Corporation issued its 4th domestic four-year unsecured zero-coupon convertible
bonds with an aggregate principal amount of $500,000 thousand and a par value of $100 thousand per
bond certificate.
The conversion price was set at $105.3 per share. Bondholders are entitled to convert bonds into the
Corporation’s ordinary shares from January 16, 2021 to October 15, 2024.
If the closing price of the Corporation’s ordinary shares continues being at least 130% of the conversion
price then in effect for 30 consecutive trading days or the aggregate outstanding balance of bonds
payable is less than 10% of the original issuance amount, the Corporation has the right to redeem theoutstanding bonds payable at par value in cash during the period from three months after the issuancedate to the date 40 days prior to the maturity date.
Under the terms of the convertible bonds, the bondholders have the right to require the Corporation toredeem any bonds in cash at face value of the convertible bonds plus interest compensation (0.7514%)
after two years from the issuance.
The amount of the face value of the convertible bonds plus interest compensation (1.5085%) has to be
fully paid off in cash at maturity by the Corporation.
As of December 31, 2023, the total amount of bonds converted by the bondholders was $337,600
thousand.
c. In order to repay bank loans to improve the financial structure and save interest expenses, in November
2023, the board of directors approved the resolution to issue the 5th domestic three-year secured
zero-coupon convertible bonds with an aggregate principal amount of $800,000 thousand and a parvalue of $100 thousand per bond certificate. The Registration Statement for Issuing Convertible Bonds
declared to the competent authority has become effective in January 2023 and has been issued in March2024.
Due to the issuance of the 5th domestic secured convertible bonds, according to the terms of theissuance and conversion, on the date of the issuance of the 5th domestic secured convertible bonds, the
3rd and 4th domestic convertible bonds were amended from unsecured to secured with a security
interest of the same grade or class as the 5th domestic secured convertible bonds, and Shin Kong
Commercial Bank Co., Ltd. was entrusted as the guarantee bank.
d. The convertible bonds contain both liability and equity components. The equity component waspresented in equity under the heading of capital surplus - options; the effective interest rate of the equity
and liability component was 0.8% and 1% per annum, respectively, on initial recognition.
For the Year Ended December 31
2023
2022
Liability component at January 1
Interest charged at an effective interest rate
Converted into ordinary shares$ 480,781
3,944(242,609)$ 634,318
8,357(161,894)

Liability component at December 31$ 242,116$ 480,781- 242 -

18. NOTES PAYABLE AND ACCOUNTS PAYABLEThe Corporation’s notes payable and accounts payable were generated from operating activities. The
average credit period of purchases of goods is around 45 to 120 days. The Corporation has financial risk
management policies in place to ensure that all payables are paid within the pre-agreed credit terms and,
therefore, there was no interest charged on the outstanding balance.

19. OTHER PAYABLES
December 31

Payables for salaries
Payables for equipment
Payables for travel expense
Payables for service fee
Payables for insurance
Others2023

2022$ 34,573
5,751
2,223
3,870
3,591
30,844$ 33,487
1,411
3,011
3,168
3,518
31,658$ 80,852$ 76,253

20. RETIREMENT BENEFIT PLANS
The Corporation adopted a pension plan under the Labor Pension Act (LPA), which is a state-managed
defined contribution plan. Under the LPA, the Corporation makes monthly contributions to employees’
individual pension accounts at 6% of monthly salaries and wages.

21. MATURITY ANALYSIS OF ASSETS AND LIABILITIESThe current/non-current classification of the Corporation’s assets and liabilities relating to the projectcontract was based on its operating cycle. The amount for related assets and liabilities expected to be
recovered or settled more than 12 months after the reporting period were as follows:
Within 12
MonthsMore Than
12 Months

Total

December 31, 2023
AssetsFinancial assets at amortized cost - current
Accounts receivable, net (including relatedparties)
Contract assets - current

Liabilities
Contract liabilities - current$

48,544$

97,057$

145,601

167,343
106,194

235,082
834,163

402,425
940,357$

322,081$ 1,166,302$ 1,488,383$

58,495$$87,131

145,626(Continued)- 243 -

Within 12
MonthsMore Than
12 Months

Total

December 31, 2022
AssetsFinancial assets at amortized cost - current
Contract assets - current

Liabilities
Contract liabilities - current$

37,656460,064$

72,651
496,335$

110,307956,399$

497,720$

568,986$ 1,066,706$

27,066$52,257$

79,323(Concluded)

22. EQUITY
a. Ordinary shares
December 31
2023

2022

Number of shares authorized (in thousands)
Shares authorized

90,000$ 900,000

90,000$ 900,000

Number of shares issued and fully paid (in thousands)
Shares issued

64,779$ 647,786

61,443$ 614,431

Fully paid ordinary shares, which have a par value of $10, carry one vote per share and the right todividends.
The change in the Corporation’s ordinary shares is due to the conversion of the 3rd and 4th domestic
unsecured convertible bonds. As of December 31, 2023 and 2022, there were 57 thousand and 1,074
thousand shares, respectively, which have not yet been registered and were recognized as advancereceipts for ordinary shares of $571 thousand and $10,743 thousand, respectively.
The above transactions with subscription base dates determined to be January 23, 2024 and January 13,
2023, respectively, were registered before the date of approval of the parent company only financial
statements.
b. Capital surplus
December 31
2023

2022

$ 2,663,243$ 2,626,897

May be used to offset deficit, distributed as cash dividends
or transferred to share capital (Note)
Issuance of ordinary shares
May only be used to offset deficit
Share of changes in capital surplus of associates- 244 --

750
(Continued)

December 31
2023

2022

May not be used for any purpose
Equity component of convertible bonds payable

$

9,574

$ 2,672,817

Note:

$

20,542$ 2,648,189(Concluded)

Such capital surplus may be used to offset a deficit; in addition, when the Corporation has no
deficit, such capital surplus may be distributed as cash dividends or transferred to share capital(limited to a certain percentage of the Corporation’s capital surplus and to once a year).

c. Retained earnings and dividends policy
Under the dividends policy as set forth in the Corporation’s Articles of Incorporation (the “Articles”),
where the Corporation made a profit in a fiscal year, the profit shall be first utilized for paying taxes,
offsetting losses of previous years. Where there is still balance, the Corporation shall set aside as a legal
reserve 10% of the sum of said profit in balance and the amount of profit (of loss) items adjusted to thecurrent year’s undistributed earnings other than the said profit until the legal reserve equals the
Corporation’s paid-in capital. The accumulated distributable earnings be set aside or reversed as a
special reserve in accordance with the laws or regulations and may be retained at the discretion of the
Corporation in accordance with its business needs, in addition to the payment of dividends, theremaining balance, if any, shall be distributed as dividends to shareholders by resolution of theshareholders’ meeting. In accordance with the Articles, the board of directors is authorized to resolvethat all or part of the dividends and bonuses, capital surplus or legal reserve be paid in cash after aresolution has been adopted by a majority vote at a meeting of the board of directors attended by
two-thirds or more of the total number of directors, and a report of such distribution shall be submitted
to the shareholders in their meeting.
The dividends policy of the Corporation considers the plans for the expansion of the scale of operations
and research and development plans, and the overall environment and the features of the industry inorder to pursue sustainable operations and long-term benefits for shareholders. The dividends toshareholders can be paid in cash or issued as shares, but cash dividends shall be not less than 10% of thetotal dividends.
Legal reserve may be used to offset a deficit. If the Corporation has no deficit and the legal reserve has
exceeded 25% of the Corporation’s paid-in capital, the excess may be transferred to capital or
distributed in cash.
The offset of the deficit for 2021 had been approved by the shareholders in their meeting on May 27,2022.
The offset of the deficit for 2022 was approved by the shareholders in their meeting in May 2023,
which resolved to reverse the special reserve of $14,857 thousand, offset the deficit by the legal reserveof $127,421 thousand and the capital surplus of $100,727 thousand. Moreover, in March 2023, theCorporation’s board of directors resolved to distribute $93,776 thousand in cash from its capital surplus
at $1.5 per share.
On March 12, 2024, the Corporation’s board of directors proposed to offset the deficit with the capitalsurplus of $167,662 thousand and resolved to distribute cash from the capital surplus at $0.5 per share.
Based on the number of outstanding shares of 64,836 thousand on the date of resolution of the
Corporation’s board of directors, the amount of distribution would be $32,418 thousand, and if thenumber of outstanding shares subsequently changed, the chairman was fully authorized to adjust the- 245 -

amount of distribution from the capital surplus. The offset of the deficit for 2023 will be resolved by theshareholders in their meeting to be held in May 2024.
d. Other equity items
1) Exchange differences on translating the financial statements of foreign operations
For the Year Ended December 31
2023
2022
Balance at January 1
Recognized for the year
Share from subsidiaries accounted for using the equity
methodReclassification adjustment
Disposal of foreign operations$ (8,516)$ (39,431)(12,362)

30,915

3,178-

Balance at December 31$ (17,700)$ (8,516)

2) Unrealized gain on financial asset at FVTOCIFor the Year Ended December 31
2023
2022
Balance at January 1
Recognized for the year
Unrealized gains (losses) - equity instruments
Share from subsidiaries accounted for using the equity
methodReclassification adjustment
Cumulative unrealized gain of equity instruments
transferred to retained earnings due to disposal$ 30,000

Balance at December 31$-(3,598)30,000(938)-(12,102)-$ 13,362$ 30,000

23. REVENUE
For the Year Ended December 31
2023
2022
Project contract revenue
Licensing revenue
Sales of tickets
Service revenue
Rental revenue$ 719,832
6,936
21,32675,75423,734$ 672,630
5,874
12,95145,41926,494$ 847,582$ 763,368

December 31,
2023

December 31,
2022

January 1,
2022$ 402,425$ 327,238$ 266,718(Continued)

Contract balances

Accounts receivable (including related parties)- 246 -

December 31,
2023

December 31,
2022

January 1,
2022$ 958,401
91,206(109,250)$ 965,673
81,511(90,785)$ 804,063
100,588(81,365)$ 940,357$ 956,399$ 823,286$ 111,710
33,916$52,351
26,972$56,17819,387$ 145,626$

79,323$75,565(Concluded)

Contract assets
Project contract
Reserves of project contract
Less: Allowance for impairment loss

Contract liabilities
Project contract
Others

The changes in the balance of contract assets and contract liabilities primarily result from the timing
difference between the Corporation’s satisfaction of performance obligations and the respective customer’s
payment.
The movements of the loss allowance of contract assets were as follows:
For the Year Ended December 31
2023
2022
Balance at January 1
Loss allowance recognized$

90,785
18,465$81,365
9,420

Balance at December 31$ 109,250$

90,78524. LOSS BEFORE INCOME TAX
a. Interest income
For the Year Ended December 31
2023
2022
Bank deposits
Others (Note 29)$ 10,324
2,017

$

5,965
1,497

$ 12,341$

7,462

b. Other income
For the Year Ended December 31
2023
2022
Dividends
Government grants
Others- 247 -

$

4,000
390
1,239

$

15,965
2,211

$

5,629

$ 18,176

c. Other gains and losses
For the Year Ended December 31
2023
2022
Net gain (loss) on financial assets at FVTPL
Net foreign exchange gain
Net gain on disposal of property, plant and equipment (Note13)

$

6,437
616
-

$

(2,029)73,117
83,606$

7,053$ 154,694

d. Finance costs
For the Year Ended December 31
2023
2022
Interest on bank loans
Interest on lease liabilities
Interest on convertible bonds$ 14,029
3,622
3,944

$

6,714
2,577
8,357

$ 21,595$ 17,648

e. Depreciation and amortization
For the Year Ended December 31
2023
2022
Property, plant and equipment
Right-of-use assets
Intangible assets$

An analysis of depreciation by function
Operating costs
Operating expenses

An analysis of amortization by function
Operating costs
Operating expenses

94,00525,581
16,916$

94,72920,89814,938$ 136,502$ 130,565$$

29,12590,461

23,78091,847$ 119,586$ 115,627

$

8,855
8,061

$

8,494
6,444

$

16,916$

14,938f. Employee benefits
For the Year Ended December 31
2023
2022
Short-term employee benefits
Post-employment benefits (Note 20)
Defined contribution plans$ 255,464$ 249,708

11,13910,764$ 266,603- 248 -

$ 260,472(Continued)

For the Year Ended December 31
2023
2022
An analysis by function
Operating costs
Operating expenses$

70,186
196,417$ 266,603$

60,678
199,794$ 260,472(Concluded)

g. Compensation of employees and remuneration of directors
According to the Articles of Incorporation of the Corporation, the Corporation accrues compensation of
employees and remuneration of directors at rates of 5% to 15% and no higher than 2%, respectively, ofnet profit before income tax, compensation of employees, and remuneration of directors, but if the
Corporation still has accumulated deficit, it should first set aside an amount for offset of the deficit. The
board of directors resolved not to accrue compensation of employees and remuneration of directors for2022 and 2023 due to net loss before income tax.
If there is a change in the amounts after the annual parent company only financial statements areauthorized for issue, the differences are recorded as a change in the accounting estimate.
Information on the compensation of employees and remuneration of directors resolved by the
Corporation’s board of directors is available at the Market Observation Post System website of the
Taiwan Stock Exchange.

25. INCOME TAX
a. The major components of income tax benefit were as follows:
For the Year Ended December 31
2023
2022
Current tax
In respect of the current year
Adjustments for prior years
Land value incremental tax$

Deferred tax
In respect of the current year

1,168
1,168

$

1,985
(2)
271
2,254

(29,546)(15,400)$ (28,378)$ (13,146)

A reconciliation of accounting loss and income tax benefit was as follows:
For the Year Ended December 31
2023
2022
Loss before income tax$ (208,142)$ (73,872)

Income tax benefit calculated at the statutory rate
Tax-exempt proceeds from land transactions$ (41,629)-$ (14,774)(15,704)(Continued)- 249 -

For the Year Ended December 31
2023
2022
Domestic investment income
Unrecognized net loss of foreign investments
Permanent differences
Adjustments for prior years’ tax
Land value incremental tax
Withholding tax$(75)
11,446712
1,168$ (28,378)$

12,145
1,156
1,777
(2)
271
1,985

$ (13,146)(Concluded)b. Current tax assets and liabilities
December 31
2023
Current tax assets
Tax refund receivable$ 1,516

2022

$

857

c. Deferred tax assets and liabilities
The movements of deferred tax assets and liabilities were as follows:
For the year ended December 31, 2023
Balance,
Beginning ofYear

Recognized in
Profit or Loss

Balance, End ofYear

Deferred tax assets
Temporary differences
Allowance for impairment loss
Difference on depreciation expense
Unrealized loss on foreign currency
exchange
Others$25,024
1,149

$

2,419
28,59247,868Loss carryforwards

15,142(29)$

40,166
1,120

4,353
118
19,584
9,330

4,353
2,537
48,17657,198$76,460$28,914$ 105,374

$

632

$

(632)

$

Deferred tax liabilities
Temporary differences- 250 --

For the year ended December 31, 2022
Balance,
Beginning ofYear

Recognized in
Profit or Loss

Balance, End ofYear

Deferred tax assets
Temporary differences
Allowance for impairment loss
Difference on depreciation expense
Unrealized loss on foreign currency
exchange
Others$22,920
1,178

$

6,734
2,462
33,294
27,134

Loss carryforwards

2,104
(29)

$

(6,734)(43)(4,702)
20,73425,024
1,149
2,419
28,59247,868$60,428$16,032$

76,460

$

-

$

632

$

632

Deferred tax liabilities
Temporary differencesd. The aggregate amount of deductible temporary differences for which deferred tax assets have not beenrecognized
December 31
2023
Foreign investment loss

$ 108,737

2022$

63,330e. The aggregate amount of temporary differences associated with investments for which deferred tax
liabilities have not been recognized.
As of December 31, 2023 and 2022, the taxable temporary differences associated with investments in
subsidiaries for which no deferred tax liabilities have been recognized were $110,740 thousand and$169,991 thousand, respectively.
f. Information about unused loss carryforwards
Loss carryforwards as of December 31, 2023 comprised:
Unused Amount$

137,966
101,306
46,717$285,989

Expiry Year
2031
2032
2033

g. Income tax assessments
The income tax returns of the Corporation through 2021 have been assessed by the tax authorities.

- 251 -

26. LOSS PER SHARE
Due to the net loss incurred for the years ended December 31, 2023 and 2022, there was no dilutive effecton the computation of diluted loss per share. The loss and weighted average number of ordinary shares
outstanding used in the computation of loss per share were as follows:a. Net loss for the year
For the Year Ended December 31
2023
2022
Net loss for the year

$ (179,764)$ (60,726)

b. Weighted average number of shares outstanding (in thousands)
For the Year Ended December 31
2023
2022
Weighted average number of shares

64,32861,13327. CAPITAL MANAGEMENT
The capital structure of the Corporation consists of net debt and equity. The Corporation manages its capitalto ensure that it will be able to continue as going concerns while maximizing the return to stakeholders
through the optimization of the debt and equity balance.
The Corporation is not subject to any externally imposed capital requirements.

28. FINANCIAL INSTRUMENTS
a. Fair value of financial instruments not measured at fair value
The Corporation’s management considers that the carrying amounts of financial instruments that are notmeasured at fair value approximate their fair values, except for convertible bonds.
The carrying amounts and fair values of the convertible bonds as of December 31, 2023 and 2022 wereas follows:
December 31

Book value
Fair value

2023

2022

$ 242,116$ 239,996$ 480,781$ 470,825

The fair value of bonds payable based on Level 3 fair value measurement was determined using thebinomial option pricing model where the significant and unobservable input was historical volatility.

- 252 -

b. Fair value of financial instruments that are measured at fair value on a recurring basis
1) Fair value hierarchy
December 31, 2023
Level 1

Level 2

Level 3

Total

Financial assets at FVTPL
Derivative instruments

$

-

$

-

$

32

$

32

$

64,300

$

-

$

-

$

64,300Financial assets at FVTOCI
Investments in equity
instruments
Domestic listed shares
December 31, 2022
Level 1

Level 2

Level 3

Total

Financial assets at FVTPL
Mutual funds
Derivative instruments$

86,273
-

$

-

$

429

$

86,273429$

86,273

$

-

$

429

$

86,702$ 130,000

$

-

$

-

Financial assets at FVTOCI
Investments in equity
instruments
Domestic listed shares$ 130,000

There were no transfers between Level 1 and Level 2 for the years ended December 31, 2023 and
2022.
2) Reconciliation of Level 3 fair value measurements of financial assets at FVTPL
For the Year Ended December 31
2023
2022

Balance at January 1
Convertible bonds converted into ordinary share
Recognized in loss

$

429
(295)
(102)

Balance at December 31$

32$ 1,983(159)(1,395)$4293) Valuation techniques and inputs applied for Level 3 fair value measurement
The fair values of redemption options and put options of convertible bonds were determined using
the binomial option pricing model where the significant and unobservable input was historicalvolatility.

- 253 -

c. Categories of financial instruments
December 31
2023

2022

$ 1,212,430
32
64,300$ 1,002,279
86,702130,000

1,238,010

1,143,699

Financial assets
Financial assets at amortized cost (1)Financial assets at FVTPL
Financial assets at FVTOCI
Financial liabilities
Amortized cost (2)1) The balances comprise cash and cash equivalents, financial assets at amortized cost, accounts
receivable (including related parties), other receivables (including related parities) and refundable
deposits, etc.
2) The balances comprise short-term borrowings, notes and accounts payable, other payables,
long-term borrowings (including current portion) and bonds payable (including current portion), etc.
d. Financial risk management objectives and policies
The Corporation’s corporate treasury function provides services to the business, monitors and manages
the financial risks relating to the operations of the Corporation through analyzing the degree of
exposures. The corporate treasury function reports regularly to the Corporation’s management. The
risks include market risk, credit risk and liquidity risk.
1) Market risk
The Corporation’s activities exposed it primarily to the financial risks as follows:a) Foreign currency risk
The carrying amounts of the Corporation’s foreign currency-denominated monetary assets andmonetary liabilities at the end of the reporting period are set out in Note 32.
Sensitivity analysis
The Corporation was mainly exposed to the USD and RMB.
The sensitivity analysis included only monetary items. A positive number below indicates anincrease in pre-tax profit associated with the functional currency weakening 1% against therelevant currency.
For the Year Ended December 31
2023
2022
USD
RMB

$ 2,098
5,579- 254 -

$ 3,2143,637b) Interest rate risk
The Corporation was exposed to interest rate risk because the Corporation borrowed funds atboth fixed and floating interest rates. The risk is managed by the Corporation by maintaining anappropriate mix of fixed and floating rate borrowings. The carrying amounts of the
Corporation’s financial assets and financial liabilities with exposure to interest rates at the endof the reporting period were as follows:
December 31
2023

2022

Fair value interest rate risk
Financial assets
Financial liabilities$ 424,380
841,461$ 495,309
841,506

Cash flow interest rate risk
Financial assets
Financial liabilities

361,773509,570

134,131274,481Sensitivity analysis
The sensitivity analysis below was determined based on the Corporation’s exposure to interest
rates for non-derivative instruments at the end of the reporting period. For floating rate assets
and liabilities, the analysis was prepared assuming the amount of each asset and liability
outstanding at the end of the reporting period was outstanding for the whole year.
If interest rates had been 1% higher/lower and all other variables were held constant, theCorporation’s pre-tax profit for the years ended December 31, 2023 and 2022 would havedecreased/increased by $1,478 thousand and $1,404 thousand, respectively, which was mainly
attributable to the Corporation’s variable-rate bank deposits and borrowings.
c) Other price risk
The Corporation was exposed to equity price risk through its investments in equity securities.
The Corporation manages this exposure by maintaining a portfolio of investments with different
risks.
Sensitivity analysis
The sensitivity analysis below was determined based on the exposure to equity price risks at theend of the reporting period.
If equity prices had been 1% higher/lower, the pre-tax profit for the year ended December 31,
2022 would have increased/decreased by $863 thousand, as a result of the changes in the fairvalue of financial assets at FVTPL; other comprehensive income for the years ended December
31, 2023 and 2022 would have increased/decreased by $643 and $1,300 thousand, respectively,
as a result of the changes in the fair value of financial assets at FVTOCI.
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 Corporation. At the end of the reporting period, the Corporation’s
maximum exposure to credit risk could be equal to the carrying amount of the respective recognizedfinancial assets as stated in the parent company only balance sheets.
Refer to Note 10 for the financial risk management policies adopted by the Corporation.
- 255 -

The Corporation’s credit risk was mainly concentrated in the following groups accounted for 75%
and 57% of net accounts receivable (excluding from subsidiaries) as of December 31, 2023 and2022, respectively.
December 31
2023Group AGroup B
Group CGroup DGroup EGroup F
Group G$

2022

42,86329,78921,20818,418
4,763
359

$

$ 117,400

38,47988
21,98262,533$ 123,082

3) Liquidity risk
The Corporation manages liquidity risk by monitoring and maintaining a level of cash and cash
equivalents deemed adequate to finance the Corporation’s operations and mitigate the effects offluctuations in cash flows. In addition, the management monitors the utilization of bank borrowingsand ensures compliance with loan covenants.
The following table details the Corporation’s remaining contractual maturities for its non-derivative
financial liabilities with agreed upon repayment periods. The table has been drawn up based on theundiscounted cash flows of financial liabilities from the earliest date on which the Corporation canbe required to pay. The table includes both interest and principal cash flows. Specifically, bankloans with a repayment on demand clause were included in the earliest time band regardless of theprobability of the banks choosing to exercise their rights. The maturity dates for othernon-derivative financial liabilities were based on the agreed upon repayment dates.
To the extent that interest flows are at floating rates, the undiscounted amount was derived from theinterest rate at the end of the year.
Within1 Year

2-3 Years

4-5 Years

More than
5 Years

Total

December 31, 2023
Non-interest bearing liabilities
Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
Financial guarantee contracts$

136,324
31,672
104,372
514,931
38,911$52,647
137,623
80,892-$

42,849
162,733-$

170,758
143,818-$

136,324
297,926
548,546595,823
38,911$

826,210$271,162$

205,582$

314,576$ 1,617,530$

188,437
28,26949,544
424,652
43,983$49,201
135,820
267,982-$

33,83435,180-$60,541
68,893-$$734,885$

453,003$

69,014$

129,434$ 1,386,336

December 31, 2022
Non-interest bearing liabilities
Lease liabilities
Variable interest rate liabilities
Fixed interest rate liabilities
Financial guarantee contracts- 256 -

188,437
171,845
289,437
692,634
43,983

29. TRANSACTIONS WITH RELATED PARTIES
Details of transactions between the Corporation and its related parties were as follows:a. Related party name and category
Related Party Name

Related Party Category

Brogent Global
StarLite Design & Planning Limited (StarLite)
Brogent HK
Brogent Rides (Shanghai) Limited (Brogent
Rides)
Brogent Creative (Shanghai) Limited (Brogent
Creative)
HaiWei Culture Creative and Development(Shanghai) Limited (HaiWei Creative)
Brogent Japan Entertainment
Chih-Hung Ouyang
Shen-Hao Cheng

Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Associates
Key Management (Chairman of the board)
Key Management (Director of the board)b. Operating revenue

Line Item

Related Party
Type/Name

Project contract revenue

Subsidiaries

Rental revenue

Subsidiaries
Brogent Global
Others
Associates

Service revenue

Licensing revenue

Subsidiaries
Associates

Subsidiaries
Associates

For the Year Ended December 31
2023
2022
$ 17,079$ 41,523$ 12,469
12,4696,946$ 10,025
1,906
11,931
14,182$ 19,415$ 26,113

$

191
1,841

$

494
155

$

2,032

$

649

$

121

$

11
-

$

121

$

11

The Corporation undertook the project contract from the related party, negotiated and determined theprice based on the estimated project costs plus reasonable management fees and profits, and collected
the payments according to the payment terms stipulated in the contract.

- 257 -

c. Purchase of goods, operating costs and operating expenses

Line Item
Operating costs

Operating expenses

Related Party
Type/Name
Subsidiaries
Brogent Global
Others
Associates

Subsidiaries
Brogent Global
StarLite
Key Managements

For the Year Ended December 31
2023
2022

$ 14,594
1,446
-

$

9,566
318

$ 16,040

$

9,884

$

1,491
4,851
816

$

3,641
7,056
476

$

7,158

$ 11,1731) The prices of purchases from related parties were made under arm’s length terms, and there were no
similar transactions with third parties for comparison; payment terms were similar to those of third
parties.
2) The Corporation entrusted its subsidiary, Brogent Global, to operate and manage the operating
premises and business, and provide film licensing and project services, etc. The related fees wererecognized under the operating costs and expenses.
3) For advertising and research development, the Corporation entrusted its subsidiary, StarLite, toprovide design services. The fees were recognized under the operating expenses.
4) Lease arrangements
In January 2022, the Corporation leased a building in the Xinxing District, Kaohsiung City, from
Shen-Hao Cheng, the key management of the Corporation, for the use of equipment display, underan operating lease agreement. The lease term is 1 year and may be renewed upon expiration bymutual consent. Rental expenses in 2023 and 2022 were $816 thousand and $476 thousand,respectively, recognized under the operating expenses.
d. Contract assets and contract liabilities

Line Item
Contract assets

Contract liabilities

Related Party
Type/Name
Subsidiaries
Brogent HK
Brogent Rides

Subsidiaries
Brogent HK
Brogent Rides- 258 -

December 31
2023

2022

$ 14,382-$ 12,571
232,599$

14,382$ 245,170$ 10,201
20,402$ 10,201
20,402$ 30,603$ 30,603

e. Receivables from related parties
Related Party
Type/NameLine Item
Accounts receivable - related parties

Other receivables - related parties

Subsidiaries
Brogent Rides
Brogent Global

Subsidiaries
Brogent Global
HaiWei Creative

December 31
2023

2022

$ 241,677
3,483$ 111,197
1,807$ 245,160$ 113,004

$

7,940
86

$

20,599
-

$

8,026

$

20,599The outstanding receivables from related parties are unsecured and without the allowance for losses.
f. Payables to related parties
Related Party
Type/NameLine Item

December 31
2023

2022

Accounts payable

Subsidiaries$

Other payables

Subsidiaries
Brogent Global
StarLite$ 4,247836$ 4,326-$ 5,083$ 4,326

921$-

The outstanding payables to related parties are unsecured.
g. Acquisition of property, plant and equipment
The Corporation acquired equipment from its subsidiary, Brogent Global, for $5,670 thousand in 2022.
h. Loans to related parties

Line Item
Other receivables - related parties

Line Item
Interest income

Related Party
Type/Name
Subsidiaries
Brogent HK
Related Party
Type/Name
Subsidiaries
Brogent HK- 259 -

December 31
2023

$

2022

-

$ 61,582

For the Year Ended December 31
2023
2022

$ 1,904$ 1,210

The Corporation provided unsecured loans to the related party with interest rates of 3.5% and 1%-3.5%
in 2023 and 2022, respectively.
i.

The Corporation signed a labor service contract with its subsidiary, Brogent Global, and the service fees
were determined based on the actual costs agreed upon by both parties. The service revenues
recognized as a deduction from operating expenses in 2023 and 2022 were $704 thousand and $5,521
thousand, respectively.

j.

The Corporation signed a project technical service contract with its subsidiary, HaiWei Creative, andthe service fees were determined based on the actual costs agreed upon by both parties. The service
revenue recognized as a deduction from operating expenses in 2023 was $86 thousand.

k. Endorsements and guarantees
December 31
Related Party Category
Subsidiaries
Amount endorsed
Amount utilized
l.

2023

2022

$ 93,290$ 38,911$ 94,090$ 43,983

Chih-Hung Ouyang, the key management members of the Corporation, provided the guarantees forsome borrowings of the Corporation.

m. Compensation of key management personnel
The amounts of the remuneration of directors and other members of key management personnel were as
follows:
For the Year Ended December 31
2023
2022
Short-term employee benefits
Post-employment benefits$ 9,258108$ 8,860135$ 9,366$ 8,995

30. ASSETS PLEDGED AS COLLATERAL OR FOR SECURITY
The following assets were provided as collateral for construction guarantee, lease development, government
grants and borrowings:
December 31
2023
Financial assets at amortized cost - current
Demand deposits and time deposits
Financial assets at amortized cost - non-current
Time deposits
Property, plant and equipment
Buildings$- 260 -

99,0692022$

96,70020,403391,681

15,000411,773$ 511,153$ 523,473

31. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNIZED COMMITMENTS
As of December 31, 2023, the Corporation’s outstanding notes payable for performance and warranty undervarious construction projects were $15,468 thousand; letters of guarantee for warranty under various
construction projects were $175,526 thousand.

32. SIGNIFICANT ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIESThe Corporation’s significant financial assets and liabilities denominated in foreign currencies aggregatedby the foreign currencies other than functional currencies and the related exchange rates between foreign
currencies and respective functional currencies were as follows:
Foreign
Currency(In Thousands)

Exchange Rate ($)

NTD(In Thousands)

December 31, 2023
Financial assets
Monetary items
USD
RMB

$

6,932
128,885

30.71
4.33

(USD:NTD)(RMB:NTD)$ 212,876
557,945

101

30.71

(USD:NTD)

3,099

Financial assets
Monetary items
USD
RMB

10,51582,48430.70
4.41(USD:NTD)(RMB:NTD)

322,806
363,673

Financial liabilities
Monetary items
USD

45

30.70

(USD:NTD)

1,377

Financial liabilities
Monetary items
USD
December 31, 2022

For the years ended December 31, 2023 and 2022, realized and unrealized net foreign exchange gains were$616 thousand and $73,117 thousand, respectively. It is impractical to disclose net foreign exchange gains
and losses by each significant foreign currency due to the variety of the foreign currency transactions andfunctional currencies of the Corporation.

33. ADDITIONAL DISCLOSURES
a. Information about significant transactions:1) Financing provided to others: Table 1
2) Endorsements/guarantees provided: Table 23) Marketable securities held (excluding investments in subsidiaries, associates and joint ventures):
Table 3

- 261 -

4) Marketable securities acquired or disposed of at costs or prices of at least NT$300 million or 20%of the paid-in capital: None
5) Acquisition of individual real estate at costs of at least NT$300 million or 20% of the paid-in
capital: None
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital:
None7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of thepaid-in capital: None
8) Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in
capital: Table 49) Trading in derivative instruments: Note 7
b. Information on investees: Table 5c. Information on investments in mainland China
1) Information on any investee company in mainland China, showing the name, principal businessactivities, 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 theinvestment at the end of the period, repatriations of investment income, and limit on the amount ofinvestment in the mainland China area: Table 62) 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 orlosses:a) The amount and percentage of purchases and the balance and percentage of the related payablesat the end of the year:
Transaction Party
The Corporation

Counterparty
Brogent Rides

Purchase

Accounts
Payable

$

$

1,446

-

b) The amount and percentage of sales and the balance and percentage of the related receivables atthe end of the year:
Transaction Party
The Corporation
The Corporation
Brogent Global

Counterparty
Brogent Rides
HaiWei Creative
HaiWei Creative

Operating
Revenue

Accounts
Receivable$$ 241,677
136,836

16,370709
22,792c) The amount of property transactions and the amount of the resultant gains or losses: Noned) The balance of negotiable instrument endorsements or guarantees or pledges of collateral at theend of the period and the purposes: Table 2- 262 -

e) The highest balance, the end of period balance, the interest rate range, and total current periodinterest with respect to financing of funds: Nonef) 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: Consolidated Financial Statements Table 7
d. Information of major shareholders: List all shareholders with ownership of 5% or greater showing thename of the shareholder, the number of shares owned, and percentage of ownership of eachshareholder: Table 7- 263 -TABLE 1

Brogent Technologies Inc. and Subsidiaries
FINANCING PROVIDED TO OTHERSFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)No.

FinancingCompany0

The Corporation

Brogent Global

0

The Corporation

Brogent HK

Counterparty

Financial
Statement AccountRelated
Party

Other receivables related parties
Other receivables related parties

Yes
Yes

Maximum Balance
for the Year$

150,000
150,000

Ending Balance

Actual Amount
Drawn(Note 2)$$150,000
150,000

Interest
Rate (%)

Nature ofFinancing--

Short-term financing--

Short-term financing

Transaction
Amount$Reason for
Financing-Operating Capital-

Operating Capital

Allowance for
Impairment
Loss$

Note 1: The financing limit for each borrowing company and the total financing limit shall not exceed 10% and 40% respectively of the latest equity of the Corporation.
Note 2: The exchange rate was US$1=$30.71.
- 264 -

Financing Limit
for Each
Borrowing
Company (Note 1)

Collateral
Item

-

-

-

-

Value
$

-

$

314,917314,917

FinancingCompany’s Total
Financing Limit(Note 1)$

1,259,669
1,259,669

Note

TABLE 2

Brogent Technologies Inc. and Subsidiaries
ENDORSEMENTS/GUARANTEES PROVIDEDFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)Endorsee/Guarantee

No.

0
0

Endorser/Guarantor

The Corporation
The Corporation

Name

Brogent Creative
Brogent Global

Relationship

Subsidiary
Subsidiary

Limit of AmountMaximum
Provided to Each
Balance for the
Guaranteed
Year
Party (Note 1)$ 944,751
944,751$

43,29050,000

Ratio ofAccumulated
Amount ofMaximum
Endorsement/
Endorsement/
Endorsement/Gu
Guarantee
Ending Balance Amount Actually
Guarantee to Net
Guarantee
arantee Amount
Provided by(Note 2)
Drawn (Note 2)
Equity in Latest
Collateralized by
Allowable
Parent Company
Financial
Properties(Note 1)
Statements(%)$

43,29050,000$3,911
35,000

$

4,329
-

1.37
1.59

$ 1,574,586
1,574,586

Note 1: The limit on endorsement/guarantee given for each party and the total financing limit shall not exceed 30% and 50% respectively of the latest equity of the Corporation.
Note 2: The exchange rate was RMB1=$4.329.
- 265 -YY

Guarantee
Provided by
Subsidiary

Guarantee
Provided to
Subsidiary in
Mainland China

N
N

Y
N

Note

TABLE 3

Brogent Technologies Inc. and Subsidiaries
MARKETABLE SECURITIES HELDDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Holding Company

December 31, 2023
Percentage
ofCarrying Value
Ownership(%)

Relationship with theHolding Company

Financial Statement AccountOrdinary Shares
Ruentex Industries Ltd.

-

Financial assets at FVTOCI - current

1,000,000$

64,3000.09$

64,300Equity Investment
Jump Media International Co., Ltd.
This is Holland B.V.

-

Financial assets at FVTPL - current
Financial assets at FVTPL non-current

264,001100$

10,8830.93
10$10,883$

10,883$

10,883$34,010-$34,010Type and Name of Marketable Securities

Number of Shares

Fair Value

The Corporation

Brogent Global

Holey Holdings Limited

Brogent HK

Preference SharesThis is Holland B.V.

-

Financial assets at amortized cost non-current

Equity Investment
Discover NY Project Company, LLC-

Financial assets at FVTPL non-current

2,310$ 111,383

19.09$ 111,383

Preference Shares
Discover NY Project Company, LLC-

Financial assets at FVTPL non-current

1,223$ 132,391-$ 132,391

Equity Investment
Discover NY Project Company, LLC-

Financial assets at FVTPL non-current

500

Equity Investment
Fly Over The World Cultural
Development Co., Ltd.

-

Financial assets at FVTPL non-current

Equity Investment
Beijing Huawei Global Cultural
Development Co., Ltd.

-

Financial assets at FVTPL non-current

200$

24,1094.13$

24,10927,900,000$ 130,749

4.75$ 130,749

1,050,000

$

17.50

$

Brogent Rides- 266 -

1,379

1,379

Note

TABLE 4

Brogent Technologies Inc. and Subsidiaries
RECEIVABLES FROM RELATED PARTIES AMOUNTING TO AT LEAST NT$100 MILLION OR 20% OF THE PAID-IN CAPITALFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Overdue
Company Name

The Corporation
Brogent Global

Related Party

Brogent Rides
HaiWei Creative

Relationship

Subsidiaries
Subsidiaries

Ending Balance(Note 1)$

- 267 -

241,677
136,836

TurnoverRate-

Amount$Actions Taken--

AmountReceived in
Subsequent
PeriodAllowance for
Impairment
Loss

$

$

12,680-TABLE 5

Brogent Technologies Inc. and Subsidiaries
INFORMATION ON INVESTEESFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Investor Company

The Corporation
The Corporation

The Corporation
The Corporation

Brogent HK

Brogent HK

Brogent HK
Dili Jie
JetwayJetwayBrogent Global

Investee Company

Location

Main Businesses andProducts

Brogent HK

Hong Kong Reinvestment and tradingbusiness
Brogent Global
TaiwanDevelopment and managementbusiness of self-operated
outlets, site planning andfilm production
Dili Jie
British Virgin Reinvestment and trading
Islands
business
Scroll Application Technology Taiwan
Sales and research andCo., Ltd.
development of software
services
Brogent Japan Entertainment Japan
Management businessdevelopment and sales ofthe peripheral products ofsimulator rides in Japan
hexaRide the first LLP
JapanDevelopment and managementbusiness of self-operated
outlets
StarLite
CanadaDesign and managementbusiness
JetwayCaymanReinvestment and trading
Islands
business
GarleyBritish Virgin Reinvestment and trading
Islands
business
Holey Holdings Limited
British Virgin Reinvestment and trading
Islands
business
JetmayBritish Virgin Reinvestment and trading
Islands
business

Original Investment Amount
December 31, 2023 December 31, 2022

As of December 31, 2023
Net Income (Loss)
Number ofof the Investee(%)
Carrying AmountsharesShare of Profit(Loss)

Note$ 370,947$ 306,287-

100.00$ 262,210$ (42,195 )$ (42,195 )Subsidiary

300,000

300,000

36,214,332

100.00288,084(3,472 )213

Subsidiary296,593

296,593-

100.00432,973

27,45727,457

Subsidiary

20,000-2,000,000

48.78

11,938(16,527 )(8,062 )Associates

10,161

10,161

-

35.90

6,886

15,022

5,392

Associates

81,55281,552---(1,390 )(1,180 )Note 337,50537,505-100.009,861(5,225 )(5,225 )Subsidiary298,659

298,659-

100.00432,952

27,45927,459Subsidiary131,258

131,258-

100.00187,492(16,525 )(16,525 )Subsidiary

168,391

168,391-

100.00245,173

44,21044,210Subsidiary

99,27699,276-100.00117,561(36,272 )(35,872 )Subsidiary

Note 1: The share of profit (loss) recognized for the year ended December 31, 2023 included eliminated unrealized gains or losses.
Note 2: Refer to Table 6 for the information on investments in mainland China.
Note 3: hexaRide had been liquidated in December 2023.
- 268 -TABLE 6

Brogent Technologies Inc. and Subsidiaries
INFORMATION ON INVESTMENTS IN MAINLAND CHINAFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Main Businesses and Products

Paid-in Capital(Note 1)Brogent Rides

Import and export business$Brogent Creative

Development and managementbusiness of self-operated outlets

56,277

HaiWei Creative

Whole planning business

86,580Beijing Huawei Global Cultural
Development Co., Ltd.

Development and managementbusiness of self-operated outlets

25,974

Investee Company

Investee Company

214,127

Method ofInvestment

Reinvested throughthe third region
Brogent HK andGarleyReinvested throughthe third region
Brogent Rides
Reinvested throughthe third region
JetmayReinvested throughthe third region
Brogent Rides

Accumulated Outward Remittancefor Investments in Mainland China
as of December 31, 2023

The Corporation$

311,166$

222,712Outward$

Inward-$-$222,712$(28,626 )100.00$(28,626 )$

321,148

$

Note

-

Note 2----(907 )

100.00(907 )

83,971-

Note 288,454--88,454(36,272 )100.00(36,272 )

117,536-

Note 2----(5,467 )

17.50

(38 )

-

-

Notes 3 and 4

Investment Amount Authorized
by the Investment Commission,
MOEA$

Accumulated
Outward%Accumulated
Remittance
Ownership
Carrying AmountRepatriation of
Net Income (Loss)
Investment
for Investment fromof Direct oras of December 31, Investment Incomeof the Investee
Gain (Loss) (Note)
Taiwan as ofIndirect2023
as of December 31,
December 31,
Investment
2023
2023

Remittance of Funds

Accumulated
Outward
Remittance forInvestment from
Taiwan as ofJanuary 1, 2023

Upper Limit on the Amount of
Investments Stipulated by theInvestment Commission, MOEA

311,166$

1,889,503

Note 1: The exchange rate was RMB1=$4.329.
Note 2: The investment gain (loss) was recognized based on the financial statements audited by the Corporation’s CPA.
Note 3: The investment gain (loss) was recognized based on the financial statements not audited.
Note 4: The ownership percentage decreased due to non-proportionate subscriptions for additional new shares in July 2023 and thus lost significant influence. Therefore, the investment was reclassified to the financial asset at
FVTOCI - non-current. Refer to Table 3.
- 269 -TABLE 7

Brogent Technologies Inc. and Subsidiaries
INFORMATION OF MAJOR SHAREHOLDERSDECEMBER 31, 2023

SharesNumber of Shares
Percentage of
Owned
Ownership (%)

Name of the Shareholder

Chih-Hung Ouyang

3,807,191

5.87

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 preference shares held byshareholders with ownership of 5% or greater, including shares that have been issued without physicalregistration by the Corporation as of the last business day for the current quarter. The share capital in
the parent company only financial statements may differ from the actual number of shares that havebeen issued without physical registration because of different preparation basis.
Note 2: If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by theindividual trustor who opened the trust account. For shareholders who declare insider shareholdings
with ownership greater than 10% in accordance with the Security and Exchange Act, theshareholdings include shares held by shareholders and those delivered to the trust over whichshareholders have rights to determine the use of trust property. For information relating to insider
shareholding declaration, refer to Market Observation Post System.

- 270 -

THE CONTENTS OF STATEMENTS OF MAJOR ACCOUNTING ITEMSITEMSTATEMENT INDEXMAJOR ACCOUNTING ITEMS IN ASSETS, LIABILITIESAND EQUITYSTATEMENT OF CASH
STATEMENT OF FINANCIAL ASSETS AT FAIR VALUE
THROUGH OTHER COMPREHENSIVE INCOME CURRENTSTATEMENT OF ACCOUNTS RECEIVABLE
STATEMENT OF OTHER RECEIVABLESSTATEMENT OF INVENTORIESSTATEMENT OF PREPAYMENTS
STATEMENT OF CHANGES IN INVESTMENTS
ACCOUNTED FOR USING THE EQUITY METHODSTATEMENT OF CHANGES IN PROPERTY, PLANT AND
EQUIPMENTSTATEMENT OF CHANGES IN ACCUMULATED
DEPRECIATION OF PROPERTY, PLANT AND
EQUIPMENTSTATEMENT OF CHANGES IN RIGHT-OF-USE ASSETSSTATEMENT OF CHANGES INTANGIBLE ASSETS
DEPRECIATION OF RIGHT-OF-USE ASSETSSTATEMENT OF CHANGES IN INVESTMENT PROPERTYSTATEMENT OF DEFERRED TAX ASSETSSTATEMENT OF SHORT-TERM BORROWINGSSTATEMENT OF ACCOUNTS PAYABLE
STATEMENT OF OTHER PAYABLESSTATEMENT OF LONG-TERM BORROWINGSSTATEMENT OF LEASE LIABILITIESSTATEMENT OF DEFERRED TAX LIABILITIESMAJOR ACCOUNTING ITEMS IN PROFIT OR LOSSSTATEMENT OF OPERATING REVENUESSTATEMENT OF OPERATING COSTSSTATEMENT OF OPERATING EXPENSES
STATEMENT OF OTHER GAINS AND LOSSESSTATEMENT OF FINANCE COSTSSTATEMENT OF EMPLOYEE BENEFIT, DEPRECIATION
AND AMORTIZATION BY FUNCTION- 271 -

1
Table 3234
56Note 13
Note 13

Note 14
Note 14
Note 15
Note 25
7
8
Note 199
10Note 25
Note 23
11
12
Note 24Note 24
13

STATEMENT 1

Brogent Technologies Inc.
STATEMENT OF CASH
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars, Unless Stated Otherwise)

Item

Summary

Cash on hand
Cash in banks
Demand deposits
Checking deposits
Foreign currency
deposits

Amount$

USD1,399 thousand, RMB10,092
thousand, EUR376 thousand,
CAD3,095 thousand, JPY257,725
thousand

979

132,21953
215,419

347,691
Cash equivalents
Time deposits

Interest of 0.855%-2.80%,
expire in 2024.01-2024.03

272,511$ 621,811

Note:

Exchange rate:
USD1=NTD30.71
RMB1=NTD4.33
EUR1=NTD34.01
JPY1=NTD0.22- 272 -STATEMENT 2Brogent Technologies Inc.
STATEMENT OF ACCOUNTS RECEIVABLEDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Client Name

AmountRelated parties
Brogent Rides
Brogent Global$ 241,677
3,483
245,160

Unrelated parties
Group AGroup B
Group CGroup DGroup E
Others (Note)

69,10942,99429,90024,444
21,27576,628264,350(107,085 )
157,265

Less: Allowance for impairment loss

$ 402,425

Note:

The amount of individual clients included in others did not exceed 5% of the accountbalance.

- 273 -STATEMENT 3Brogent Technologies Inc.
STATEMENT OF OTHER RECEIVABLESDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Client Name

AmountRelated parties
Brogent Global
HaiWei Creative$ 7,940
86
8,026

Non-related parties
Interest receivables
Receivables from sale of investments
Others

672
637
98
1,407
$ 9,433- 274 -STATEMENT 4Brogent Technologies Inc.
STATEMENT OF INVENTORIESDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

AmountItem

Carrying Amount

Net Realizable
Value (Note)$ 245,558$ 253,280

Project materials

Note:

Refer to Note 4 accounting policies for information on the net realizable value.

- 275 -STATEMENT 5Brogent Technologies Inc.
STATEMENT OF PREPAYMENTS
DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Item

AmountPrepaid expenses$ 26,329

Prepayments to suppliers

11,644

Offset against business tax payable

17,738Input tax

4,315

Prepaid insurance

3,921

Others (Note)63$ 64,010

Note:

The amount of individual items included in others did not exceed 5% of the accountbalance.

- 276 -STATEMENT 6Brogent Technologies Inc.
STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING THE EQUITY METHODFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollar, Except Unit Price)

Name
Brogent HK

Balance, January 1, 2023
SharesAmount242,957-

362,143,320

289,922

Dili Jie-

Scroll Application Technology-

Brogent Global-$

Additions in Investment (Note 1)
SharesAmount$64,660---410,375--

2,000,000

943,254$$

Balance, December 31, 2023
% ofSharesOwnership
AmountDecrease in Investment (Note 1)
SharesAmount45,407

-

100

-

1,838

362,143,320

100

288,084

22,598

-

-

-

100

20,000-8,062

2,000,000

49

107,258$$

55,307$$262,210Net Assets Value (Note 2)
Unit Price(NT$)
Total Amount262,210

None

7.91

288,425

None

432,973-

432,973

None

11,938

5.97

11,938None

995,205$-$

Collateral$

993,546

Note 1: Changes in this year include acquisition of investments, the share of profits and losses of subsidiaries and associates accounted for using the equity method, exchange differences on translation of the financial statements of foreign
operations, the share of other comprehensive income of the associate, and upstream and downstream transactions.
Note 2: The net equity value is calculated based on the financial statements of each invested company and the Corporation’s shareholding ratio.

- 277 -STATEMENT 7Brogent Technologies Inc.
STATEMENT OF SHORT-TERM BORROWINGSDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Type/Bank NameContract Period

Interest Rate(%)

Balance,
December 31, 2023

Unsecured Borrowings
CTBC BankCTBC BankCTBC BankCTBC BankFirst Commercial Bank
Taishin BankThe Export-Import Bank of
the Republic of China

2023/11-2024/05
2023/11-2024/05
2023/11-2024/05
2023/12-2024/06
2023/12-2024/03
2023/12-2024/01
2023/08-2024/02

1.90
1.90
1.90
1.90
1.95
1.90
1.90

$ 30,000
50,00070,000100,000
50,00050,00080,000$ 430,000- 278 -

Loan
Commitments$ 430,000
430,000
430,000
430,000
50,000100,000
80,000Collateral

None
None
None
None
None
None
None

STATEMENT 8Brogent Technologies Inc.
STATEMENT OF ACCOUNTS PAYABLEDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Vendor Name

AmountRelated parties
StarLite$

Unrelated parties
Company A
Company B
Company C
Company D
Company E
Company F
Others (Note)

921

15,472
8,322
7,374
7,121
3,911
2,827
9,037
54,064$ 54,985

Note:

The amount of individual vendors included in others did not exceed 5% of the accountbalance.

- 279 -STATEMENT 9Brogent Technologies Inc.
STATEMENT OF LONG-TERM BORROWINGSDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Bank Name
Collate raised Borrowing
Taiwan Cooperative Bank
Taiwan Cooperative Bank

Contract Period
Contract Period and Repayment Terms

Interest Rates(%)

Repay monthly before October 2031
Repay in 10 installments from December 2025
to June 2030

2.10
2.17

- 280 -

Current

Balance, December 31, 2023
Non-current

Total

Collateral$ 15,203-$ 114,367
300,000$ 129,570
300,000

Buildings
Buildings$ 15,203$ 414,367$ 429,570

STATEMENT 10

Brogent Technologies Inc.
STATEMENT OF LEASE LIABILITIESDECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Summary

Lease Term

Discount Rate（％）

AmountLand

Business space

2012.03-2053.07

1.71-2.17$ 203,539

Building

Offices andfactories

2021.02-2030.05

1.71-1.85

42,397

Transportation equipment

Offical vehicle

2019.01-2023.12

1.71-2.17

3,409

Item

249,345Less:

current(27,071 )Lease liabilities - non-current$ 222,274- 281 -STATEMENT 11

Brogent Technologies Inc.
STATEMENT OF OPERATING COSTSFOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Item

AmountCost of project contract$ 396,674

Cost of Licensing

9,079

Cost of tickets sales

23,732

Cost of services

48,430

Cost of rental

23,173$ 501,088- 282 -STATEMENT 12

Brogent Technologies Inc.
STATEMENT OF OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2023
(In Thousands of New Taiwan Dollars)

Item
Employee benefits (Note)

MarketingExpense$Depreciation

33,272

General and
Administrative
Expense$82,869Research andDevelopment
Expense$Total

80,276$ 196,417

901

83,351

6,209

90,461

1,055

870

9,689

11,614445

16,653-17,098

Amortization

1,388

5,162

1,511

8,061

Advertisement expense

31,166

1,155-

32,321Entertainment expense

2,570

5,575

74

8,219

Traveling expense

7,387

6,370

1,797

15,554

Others

10,38760,963

7,335

78,68588,571$ 262,968$ 106,891

458,430

Miscellaneous purchases
Professional service expense$
Expected credit loss

77,047$ 535,477

Note:Refer to statement 13.

- 283 -STATEMENT 13

Brogent Technologies Inc.
STATEMENT OF EMPLOYEE BENEFIT, DEPRECIATION AND AMORTIZATION BY FUNCTION
FOR THE YEARS ENDED DECEMBER 31, 2023 and 2022
(In Thousands of New Taiwan Dollars)

Operating
Cost

For the Year Ended December 31
2023
2022
OperatingOperating Operating
ExpenseTotal
Cost
Expense$ 56,774$ 162,080$ 218,854$ 50,142$ 167,253$ 217,395

7,061
3,554

15,005
7,626

22,066
11,180

5,527
2,822

15,907
8,220

21,434
11,042

2,797
70,186

3,630
8,862
197,203

3,630
11,659267,389

2,187
60,6782,884
10,995205,259

2,884
13,182
265,937-(786 )(786 )-(5,465 )(5,465 )$ 70,186$ 196,417$ 266,603$ 60,678$ 199,794$ 260,472

Depreciation$ 29,125$ 90,461$ 119,586$ 23,780$ 91,847$ 115,627

Amortization

8,855

8,061

16,916

8,494

6,444

14,938

Employee benefit
Salaries
Labor and healthinsurance
PensionRemuneration of
directors
OthersLess: Revenue fromprovidingservices tosubsidiaries

Total

Note 1: The average numbers of the Corporation’s employees were 283 and 282, including 7 and 6
non-employee directors in 2023 and 2022, respectively.
Note 2: The average employee benefits and salaries of the Corporation were as follows:a.

The average employee benefits for the years ended December 31, 2023 and 2022 were $956
thousand and $953 thousand, respectively.

b.

The average salaries for the years ended December 31, 2023 and 2022 were $793 thousand and$788 thousand, respectively.

c.

The average salary increased by 0.6% year-on year.

d.

The Corporation has set up an audit committee, replacing supervisors.
(Continued)- 284 -

e. The Corporation’s salary policies (including directors, executive officers and employees) are as
follows:
1) Independent director
The Corporation may pay remuneration to independent directors on a monthly basis, regardlessof profit or loss, subject to adjustment by the remuneration committee based on their
participation and contribution to the Corporation’s operations, and submitted to the board of
directors for approval.
2) Directors
According to the Articles of the Corporation, the remuneration of directors shall not be higher
than 2% of the annual profit, and the board of directors was authorized to determine theindividual remuneration based on the degree of the participation and contribution to the
Corporation’s operations and the common level of peers.
3) Executive officers
The remuneration committee of the Corporation may determine the content and amount of the
remuneration of the executive officers based on the degree of participation in the Corporation’s
operations, the value of the contribution, the achievement of the performance targets, as well as
the common level of peers.
4) Employees
The Corporation shall formulate a reasonable salary policy based on the common level of peers
and listed companies to maintain internal fairness and external competitiveness. In addition,according to the Corporation’s Articles, where the Corporation makes a profit in a fiscal year,
the compensation of employees shall be accrued at a rate between 5% and 15%.
(Concluded)- 285 -

Brogent Technologies Inc.
Chairman, Chih-Hung Ouyang286