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AMBH — Annual Report 2020
Sep 1, 2021
52183_rns_2021-09-01_16d3cdb7-151c-43c3-abcb-23f44668a4d4.pdf
Annual Report
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Stock-code : 2704
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國賓大飯店股份有限公司 THE AMBASSADOR HOTEL TAIPEI ‧ HSINCHU ‧ KAOHSIUNG
~~2020~~ Annual Report
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台北 Taipei 新竹 Hsinchu 高雄 Kaohsiung TEL: (02)2100-2100 TEL: (03)515-1666 TEL: (07)211-5201
Print on May 04,2021
Post system/ http://mops.twse.com.tw Company Webside / https://www.ambassador-hotels.com
[Hsieh, Han-Chang ] S p o k e s p e r s o n :[General Manager/] Tel : (02)2100-2100 #2888 E - m a i l A d d r e s s : [email protected]
D e p u t y[He, Jhong-Ren ] S p o k e s p e r s o n[:][ Finance Senior Associate Manager/] Tel : (02)2100-2100#2862 E - m a i l A d d r e s s : [email protected]
No. 63, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City H e a d q u a r t e r : Direct dial extension phone : (02)2100-2100 Ta i p e i B r a n c h Tel : (02)2551-1111
No. 188, Section 2, Zhonghua Road, Hsinchu H s i n c h u B r a n c h : Direct dial extension phone : (03)515-1666 Tel : (03)515-1111
No. 202, Minsheng 2nd Road, Kaohsiung City Kaohsiung Branch : Direct dial extension phone : (07)211-5201 Tel : (07)211-5211
[ Stock Affairs Office of ] [THE AMBASSADOR HOTEL] Stock Transfer Agent : 4F, No. 9, Lane 65,Sec. 2, Zhongshan N. Rd., Taipei City Tel : (02)2100-2100 # 6
E - m a i l A d d r e s s : [email protected]
W e b s i t e : https://www.ambassador-hotels.com
A u d i t o r s :[Ernst & Young, Taiwan ] 、 Huang, Jian-Ze Fu, Wen-Fang
:[9F, No. 333, Section 1, Keelung Road, Taipei City ] A c c o u n t i n g F i r m Tel : (02)2757-8888 W e b s i t e : http://www.ey.com/tw
Corporate Website : https://www.ambassador-hotels.com ◎ Overseas Securities Exchange : N/A
CONTENTS
I. Letter to Shareholders .......................................................................................................... 1 II. Company Profile 1. Date of Incorporation .................................................................................................... 6 2. Location ........................................................................................................................ 6 3. Company History ........................................................................................................ 6 III. Corporate Governance Report 1. Organizational System .................................................................................................. 10 2. Information on the company's directors, supervisors, general manager, assistant general managers, deputy assistant general managers, and the supervisors of all the company's divisions and branch units ................................................................... 16 3. The state of the company's implementation of corporate governance .......................... 33 4. Information on CPA professional fee ............................................................................ 74 5. CPA Replacement Information In The Recent Two Years ............................................ 75 6. Information regarding the Chairman, General Manager, and Financial or Accounting Manager of the company who has worked with the CPA firm which conducts the Audit of the Company or an affiliate of said firm in the recent year ...... 75 7. Equity information in fiscal year 2019 and as of the publication date of the annual report .............................................................................................................. 75 8. Top 10 shareholders and their relationships ................................................................ 76 9. The number of shares held by the Company and Company Directors, Supervisor, managerial officers and the entities directly or indirectly controlled by the Company in a single company, and calculating the consolidated shareholding percentage of the above categories. ........................................................................... .77 IV. Capital Overview 1. Capital and Shares, Corporate Bonds, Special Shares, Global Depository Receipts, Employee Stock Options, New Shares that Restrict Employee Rights, Mergers and Acquisitions (including Mergers, Acquisitions and Divisions) ............ 78 2. The Implementation of the Company's Capital Allocation Plans ................................. 82 V. Operations Overview 1. Operation Content ......................................................................................................... 83 2. Overview of Markets, Production and Sales ................................................................. 89 3. Empolyee ...................................................................................................................... 93
| 4. Environmental Protection Expenditure ......................................................................... 93 |
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| 5. Labor-Management Relations ....................................................................................... 94 |
| 6. Important Contracts ...................................................................................................... 97 |
| VI. Financial Information |
| I. Consolidated Balance Sheet and Income Statement for the Last Five Fiscal Years ...... 98 |
| 2. Financial analysis for the last five years ....................................................................... 102 |
| 3. Audit Committee’s Report for the Most Recent Year ................................................... 106 |
| 4. The audited consolidated financial statements of 2020 ................................................ 107 |
| 5. The audited standalone financial statements of 2020 ................................................... 196 |
| 6. Financial difficulties encountered by the Company and/or its affiliates in the |
| recent year and as of the publication date of the annual report, and its impact on |
| the Company’s financial status .................................................................................... 279 |
| VII. Review and Analysis of Financial Status and Performance and Risk Management |
| 1. Analysis of Financial Status ........................................................................................ 280 |
| 2. Analysis of Financial Performance ............................................................................... 281 |
| 3. Analysis of Cash Flow .................................................................................................. 282 |
| 4. The impact of major capital expenditures in the most recent fiscal year on |
| financial operations...................................................................................................... 283 |
| 5 Reinvestment policies in the most recent fiscal year, the main reasons for the |
| gains or losses, and the plans for improvement and investment plan for next |
| fiscal year ..................................................................................................................... 283 |
| 6. Analysis and Assessment of Risks ................................................................................ 284 |
| 7. Other major matters ...................................................................................................... 288 |
| VIII. Special Disclosure |
| 1. Affiliated Companies .................................................................................................... 289 |
| 2. Private placement of securities over past year and up to the date of publication |
| of the annual report ...................................................................................................... 295 |
| 3. Status of company stock held or disposed of by subsidiaries over past year and |
| up to the date of publication of the annual report ........................................................ 295 |
| 4. Other Supplementary Information ................................................................................ 295 |
| IX.Material Event Impact, pursuant to Article 36-3-2 of the Securities and Exchange |
| Act, on Shareholders' Equity or Share Price from Last Year up to the Annual Report |
| being Published ........................................................................................................... 295 |
I. Report to Shareholders
I. Dedication
Dear shareholders, ladies and sirs:
It is impacted by the outbreak of COVID-19 pandemic, although the government has successively introduced tourism promotion policies to promote the domestic tourism and accommodation of Taiwanese, under the continuous implementation of border controls in various countries, the number of international tourists to Taiwan has dropped sharply compared with the previous year. It is still resulting in the overall housing rate and the average rooms income both fell. In addition, the domestic catering market was also affected by the epidemic. Although in the second half of the year, as the domestic epidemic slowed down, Taiwanese’s willingness to dine outside is increased, but the overall catering industry still showed a decline. With all my colleagues working together to expand customer sources and reduce expenditure, it is still remained slight surplus in 2020. I sincerely thank all the directors and shareholders for their support.
Looking forward to the year 2021, the government will release the "Tourism 2030-Taiwan Tourism Policy White Paper" to actively build Taiwan's tourism brand. However, due to the COVID-19 pandemic, the unresolved cross-strait political and economic deadlock, increased competition for foreign brands to enter the market, and oversupply in the consumer market, the prospects of the tourism industry are not optimistic, and the overall profitability is severely tested.
To face the unfavorable situation, the company still adheres to the high-quality service as the foundation, through the integrated use of group resources to expand the breadth and depth of the market. The company continues to optimize software and hardware equipment, implement standardized procedures to continue the classic brand, and establish a talent training system to improve employee service quality. In addition, the company continues to uphold the original intention of giving back to the society, implement the corporate social responsibility, create the value of corporate sustainable operation, and live up to the expectations of shareholders. I hope all the shareholders will not hesitate to advise.
Chairman : Emmet Hsu
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II. Operating Results
1.Guest Rooms:
The Guest Room Department received a total of 301,589 passengers from January to December 2020, a decrease of 165,814 from 467,403 in the same period last year, a decrease of 35.5%. Among all the tourists, Japanese tourists accounted for 8.2%, Chinese tourists accounted for 84.2%, and mainland China Regional travelers accounted for 0.7%, American travelers accounted for 1.0%, and travelers from other regions accounted for 5.9%. The room occupancy rate was 21.6% in Taipei, 38.3% in Hsinchu, and 52.8% in Kaohsiung. The revenue of the Guest Room Department was NT$379,598 thousand, a decrease of 512,995 thousand from the 892,593 thousand in the same period in 2019, a decrease rate 57.5%.
2.Catering Service:
The total revenue of the Catering Department from January to December of 2020 was NT$1,609,803 thousand, a decrease of NT$391,873 thousand from NT$2,001,676 thousand in the same period last year, a decrease rate of 19.6%.
- 3.The Company's annual revenue is NT$2,008,699 thousand from January to December, 2020. Compared with NT$2,915,703 thousand in the same period in 2019, there was a decrease of NT$907,004 thousand, a decrease rate 31.3%.
III. Financial Report
1. BALANCE SHEETS
The total assets of the company as of December 31, 2020 was NT$13,296,294 thousand, of which total liabilities was NT$2,117,215 thousand, accounting for 16% of total assets, and total shareholders’ equity was NT$11,179,079 thousand (including non-controlling interests NT$ 4,707 thousand), accounting for 84% of total assets.
2. STATEMENTS OF COMPREHENSIVE INCOME
The company’s operating income from January to December of 2020 was NT$2,008,699 thousand, a decrease of NT$907,004 thousand, 31.3% compared with NT$2,915,703 thousand in the same period last year. Operating costs were NT$1,541,512 thousand, operating expenses were NT$743,198 thousand. The operating loss was NT$276,011 thousand. the net non-operating income and expenses was NT$281,245 thousand. The pretax profit for the current period was NT$5,234 thousand, a decrease of NT$422,810 thousand compared with the same period last year NT$417,576 thousand, a decline of 98.8%.
IV. Budget and budget implementation
Operating income for the year 2020 was NT$2,008,699 thousand, and the budget was NT$3,015,745 thousand, the achievement rate was 66.6%; the net profit before tax was NT$52,344 thousand, and the budgeted net profit before tax was NT$473,745 thousand, the achievement rate was 1.1%.
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V. Financial income and expenditure and profitability analysis
Unit: NT$ thousand; %
| Unit: NT$ | thousand;% | |||
|---|---|---|---|---|
| Analytical Items | Years | 2020 | 2019 | |
| Financial Balance |
Net Operating Revenue | 2,008,699 | 2,915,703 | |
| Gross Profit | 467,187 | 1,127,515 | ||
| Profit after Tax | 3,255 | 382,349 | ||
| Profitability | Return on Assets (%) | 0.06 | 3.26 | |
| Return on Equity (%) | 0.03 | 3.70 | ||
| Percentage of paid-in capital (%) | Operating Income | (7.52) | 5.18 |
|
| Profit before Tax | 0.14 | 11.52 | ||
| Net profit rate (%) | 0.16 | 13.11 | ||
| EPS (NT$) | 0.01 | 1.05 |
VI. Research and development status: Not applicable. VII. Summary of 2021 business plan
1. Business policy for the current year
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(1) Establish a talent training system and continuously improve the service quality of employees.
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(2) Continue to optimize hardware and software equipment, with standardized processes to continue the classic brand.
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(3) Implement the Corporate Social Responsibility Policy and expand the scope of social care.
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(4) Continue to strengthen the food safety control process and provide better quality products to consumers.
2. Expected sales volume and its basis
Affected by the epidemic this year, the tourism industry has suffered the most. As the international epidemic has not yet fully alleviated, the government encourages Chinese people to change their originally planned foreign travel to more sophisticated in-depth domestic tourism, hoping to expand the scale of the national tourism market. Cooperate with the expansion of international travel policies, so we can deeply understand and experience local culture and cuisine, and inject vitality and impetus to the national tourism market. It is hoped that through the promotion of local tourism, eco-tourism, green tourism, and caring tourism, the depth of tourism experience can be achieved goal. According to Michelin’s official analysis in 2021, the development trend of the domestic catering industry will deepen and refine the concept of regional cuisine. Taking the
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Sichuan Restaurant of THE AMBASSADOR HOTEL as an example, Asia’s attention to Sichuan cuisine has increased significantly in the past year, and the cuisine will not only stop at the outside world’s superficial knowledge of the cuisine, it has instead added more cultural connotation to the innovative dishes. the Sichuan Restaurant of THE AMBASSADOR HOTEL has been deeply engaged in the exchange of Sichuan cuisine culture before the epidemic. In mid-2019, the chef team went deep into Sichuan and learned a lot of exquisiteness. And dishes rich in traditional cultural connotations. Although Taiwan will implement border control in 2020, there are still many dishes rich in heritage in the database built in the past. During the epidemic, the Eating Out population continued to increase, although many large banquets were cancelled or converted to multiple small gatherings, the overall development environment of the catering industry in 2021 is still relatively optimistic. Looking at the above factors, the company’s room revenue and catering revenue will be reflected, and the expected sales target of catering should be achieved.
3. Important production and marketing policies and future development strategies
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(1) THE AMBASSADOR HOTEL was founded in 1962. After half a century, the three generations of the old, middle and young have been combined. In order to integrate and effectively use organizational resources and pass on experience, the company can maintain a competitive advantage. We will continue to operate, and specially set up the "National Guest Academy", hoping to carry out the "Knowledge Management" talent development plan through the "Mentor System", and smoothly transfer, continue, and pass on the management wisdom of the "customer-oriented" of the national guests. Mesozoic. It is hoped that the service quality of employees can be established, customer brand exposure can be the best experience, the highquality image of the national guest brand can be strengthened, and the core value of the brand "Taiwan's Best Service Quality Hotel Group" can be deeply cultivated.
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(2) Customer Loyalty Program: This year, the focus will be placed on senior executives to inherit the customer cultivation plan. It is expected that senior executives will pass on the list of familiar customers and customer preferences to the Mesozoic supervisors, strengthen the soft competitiveness of the hotel, and consolidate the source of customers. And improve customer return rate.
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(3) Integrate the use of group resources, expand the breadth and depth of the market, and achieve the goal of increasing overall revenue.
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(4) During the epidemic period, due to border control, food exchanges with foreign countries were not possible. Therefore, more attention was paid to the CSR part. Since the Ambassador Hotel provided high-quality catering services in the past, it has great advantages in market positioning and popularity. Use the above conditions and In cooperation with other catering brands, the national guest chef team provides professional technical training and guidance, teaches disadvantaged students a skill, cultivates students’ culinary skills and subsidizes them to obtain professional licenses, in addition to motivating internal staff to improve their professional skills, but also to cultivate catering professions talent.
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(5) Cooperate with the government to expand the scale of the national tourism market, use the tourism resources around the hotel and the important landmark feature attractions, and integrate with travel agencies, leisure and entertainment attractions and other industries to plan thematic accommodation project activities to increase the housing rate of each museum.
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(6) Fully grasp the trend of electronic channel tools, strengthen the performance of the cash flow operating platform, and enhance the effectiveness of electronic marketing as a positive development strategy, and strengthen the integration of the Internet marketing system of the state guest system.
4. Affected by external competition environment, legal environment and overall business environment
The COVID-19 pandemic has shocked our country's tourism industry. According to statistics from the Tourism Bureau of the Ministry of Transport, it is estimated that the number of visitors to Taiwan will be reduced by tens of millions each year, and the economic loss will be nearly NT$400 billion. Officials of the Tourism Bureau assessed with rigorous conditions that it may take two years to allow tourists to Taiwan, throughout the year to return to the level of approximately tens of millions of visitors per year before the epidemic period. The recovery of the international tourism and travel industry may be even more pessimistic. The epidemic has caused the countries to close their borders. If a full recovery is to be expected, it will take at least three years to evaluate. According to statistics, in the first half of 2020, the number of tourists to Taiwan was only 1.262 million, compared with 5.977 million in the same period last year, a sharp decline of 78.9%. According to the results of the "Visitor Consumption Trends Survey" conducted by the Tourism Bureau for foreign tourists to Taiwan in 2018, the average consumption of Taiwanese tourists was NT$37,345 per person. Based on this, the number of tourists will decline by tens of millions this year. It is estimated that the loss of our country's annual international tourism revenue may be as high as NT$373.45 billion.
In addition, the "Taipei Michelin Guide", which came to Taiwan in 2018, more restaurants will be recognized in 2019, it greatly increases the popularity of the awardwinning restaurants. At the same time, the overall business environment of our country's catering industry gradually integrates with the international market. Food and beverage hedonic consumption habits continue to take shape, which is expected to drive Chinese people's willingness to go out to eat and drink. A CUT Steak House of The Ambassador Hotel Co., Ltd., which was recommended by the Michelin plate for the second time, won the first star in 2020, marking a new milestone in the restaurant's 13-year history.
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II. Company Profile
Ⅰ . Company Profile
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(1) Date of Incorporation: December 01, 1962.
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(2) Location of Headquarter and Taipei Branch:
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No. 63, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.) telephone number: (02)2551-1111
(02)2100-2100
Location of Hsinchu Branch: No. 188, Section 2, Zhonghua Road, Hsinchu telephone number: (03)515-1111
(03)515-1666
Location of Kaohsiung Branch No. 202, Minsheng 2nd Road, Kaohsiung City telephone number: (07)211-5211
(07)211-5201
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(3) Company History
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December, 1962 In response to the government's call to promote tourism, the company started construction on the current site of Zhongshan North Road, Taipei City in 1981 to establish the leading international tourist hotel in Taiwan. The capital is NT$ 60 million.
December, 1964 The hotel opened for business officially.
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September, 1978 The Ambassador Hotel Kaohsiung began construction to cooperate with the government to develop the southern tourist area of Taiwan
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November,1978 Public offering of stocks, profit sharing to the public, and in response to the recovery of the world economy and the surge in business travel to Taiwan, the Taipei Building expansion project was under construction.
September, 1979 New Taipei Building was completed and participated in operation.
- December, 1981 The Ambassador Hotel Kaohsiung officially opened, which provided a new alternative for tourism of South sightseeing. Since then, the north-south chain operation has provided guest rooms, Chinese and Western restaurants, to satisfy customers with a comfortable place for festive banquets, cocktail parties, and meetings.
November, 1982 Company stock public listing.
- November, 1996 The Ambassador Hotel Hsinchu began construction which was absolutely attractive to customers of the Hsinchu Science Park and tourists visiting the recreational facilities in Hsinchu.
February, 2000 Passed ISO 9001 Quality Certification Processes.
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December, 2000 The Ambassador Hotel Hsinchu was completed and ready for operations.
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May, 2001 The Ambassador Hotel Hsinchu officially opened.
January, 2005 The Le Bouquet Cake Shop of the Ambassador Hotel Taipei officially opened, aiming for being a super five-star cake shop.
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November, 2007 A CUT STEAKHOUSE officially opened, serving customers with top quality steak and fine wine feast.
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December, 2008 Market Café Kitchen officially opened, which is the first prompting “Zone Pricing” brand-new concept restaurant in Taiwan
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February, 2009 YU SUSHI officially opened, which served new style of modern Japanese cuisine.
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November, 2010 The Ambassador Hotel Kaohsiung was awarded the five-star hotel mark by the Tourism Bureau. It was the "only" and "first" hotel in Kaohsiung to receive this honor. In this review by the Tourism Bureau, The Ambassador Hotel Kaohsiung has been highly recognized by experts from various fields, including architecture, design, hotel management, tourism and media. It passed the evaluation with high scores and was awarded the five-star hotel mark, becoming the pioneer of five-star hotels in Taiwan.
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September, 2011 The Ambassador Hotel Taipei won the honor of "Five-Star Tourist Hotel", the highest rating of the ROC Tourist Hotel.
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December, 2011 The Ambassador Hotel Hsinchu won the honor of "Five-Star Tourist Hotel", the highest rating of the ROC Tourist Hotel. The Ambassador Hotel became the first chain hotel which all it’s branch received fivestar honor in Taiwan.
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February, 2012 Driven by innovation-centric, and combining the three major DNAs of environmental protection, technology and creativity, created a new brand "amba", and officially launched the “amba TAIPEI XIMENDING” in Ximending , which broke the rules of general hotel, and created the "infinite possibilities on the building" The space outlined a completely different style hotel, and also provided a brandnew dining experience for all travelers.
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August, 2012 1Bite2Go Café & Deli Shilin flagship store officially opened, a brand-new American-style restaurant.
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April, 2013 Le Bouquet Bakery officially opened, a French bakery that pursues health and nature.
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June, 2013 Created an American Food Truck, introducing fresh and delicious sandwich meals made on site, reproducing street delicacies of American metropolises.
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August, 2013 The theme restaurant "Andante Bistro" was officially opened in Hualien Cultural and Creative Park. It is based on the concept of a slow-lived dining pub. It adheres to the belief of valuing food traceability and incorporates local ingredients. It is the first five-star restaurant in the Cultural and Creative Park in Taiwan.
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October, 2013 1Bite2Go Café & Deli Anhe shop officially opened. June, 2014 1Bite2Go Café & Deli Xinyi flagship store officially opened.
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August, 2014 Andante's wooden house officially opened. It is divided into 13 independent wooden houses. To promote the concept of environmental protection, the appearance of the wooden house is completely retained the original appearance, and the decoration echoes the original historical meaning of the wooden house, allowing visitors to immerse in the fragrance of cypress.
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April, 2015 amba Zhongshan Yishe is positioned in the three major DNA innovation markets of environmental protection, technology, and creativity. It has applied a new generation of hotel design concepts. It integrates the popular hot topics , the preferences of science and technology, and the customers’ desires into the software and hardware of the hotel. Balancing functionalities and fun to create a simple and comfortable space.
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May, 2015 Burger Fix officially opened.
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July, 2016 Amba Songshan Yishe is located in an excellent location in the East District of Taipei City, close to Songshan Station. Customers can easily visit Xinyi, Songshan and Nangang Districts and enjoy the magnificence of Taipei 101 and the charming view of Keelung River.
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May, 2017 The Sichuan Restaurant of the Ambassador Hotel Taipei entered the Tianmu business district, and opened " Ambassador Chinese Cuisine Tianmu ". It was the only five-star Sichuan restaurant in Tianmu area.
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May, 2017 The Bakery of the Ambassador Hotel Taipei entered the Linkou area, and opened brand " Corner Bakery 63 " which was the only five-star bakery in the Linkou area.
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December, 2017 “A Cut” of the Ambassador Hotel Taipei re-opened, with more than 10,000 visitors in the first three months.
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March, 2018 The three restaurants of the Ambassador Hotel Taipei , the Ambassador Canton Court, the Ambassador Szechuan Court, and A CUT STEAKHOUSE, were recommended by Michelin the Plate.
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December, 2018 The three Taipei, Hsinchu, and Kaohsiung Ambassador Hotel all won the "Star Travel 100 of the Year" award from the Tourism Bureau of the Ministry of Communications.
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April, 2019 The three restaurants of the Ambassador Hotel Taipei, the Ambassador Canton Court, the Ambassador Szechuan Court, and A CUT STEAKHOUSE, were recommended by Michelin the Plate again.
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October, 2019 The Ambassador Szechuan Court, Taipei re-opened.
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November, 2019 The Ambassador Hotel Taipei guest room decoration completed.
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August, 2020 A CUT Steak House of the Ambassador Hotel Taipei was awarded one Michelin star.
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November, 2020 The Ambassador Hotel Taipei submitted an application for reconstruction of urban unsafe and old buildings.
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(4) In the most recent year and as of the date of publication of the annual report, the handling of company mergers and acquisitions, reinvestment of related enterprises, and reorganization: please refer to page 204 for reinvestment status.
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(5) In the most recent year and up to the date of publication of the annual report, a large number of transfers or replacements of directors or major shareholders holding more than 10% of the shares: please refer to page 66.
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(6) In the most recent year and as of the publication date of the annual report, changes in management rights, major changes in operation model or business content, and other important matters that can affect shareholders' equity and their impact on the company: None.
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III. Corporate Governance Report
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Shareholders’
Meeting
Audit Committee
Remuneration Committee
Board of
Directors Corporate Governance Supervisor
Auditing Department
Management Planning Office
Chairman Chairman’s Management Office
Office
Secretary and Public Relations Administration Team
Secretary
Team
General Manager’s Inspector Team
General Manager Office General Affairs
Team
Chief of
Operation C.O.O. Office Project Team
Quality Assurance Center Project Design Department The Agency information centre Cáiwù chù Human Resources Office Guest room business group Catering business group Taipei Branch Hsinchu Branch Kaohsiung Branch
Room Headquarters Ministry of Works Business Division Room Headquarters Ministry of Works Business Division Room Headquarters Ministry of Works
Public Relations Marketing Center
Marketing Business Division
Interior Decoration Engineering Department Food and Beverage Headquarters Ministry of Occupational Safety and Health Food and Beverage Headquarters Ministry of Occupational Safety and Health Food and Beverage Headquarters Ministry of Occupational Safety and Health
----- End of picture text -----
I. Organization System
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Organization Structure Chart
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2. Department Operations
| Department | PrimaryResponsibilities | |
|---|---|---|
| Headquarter | Chairman’s Office | 1. Draw up the company's long-term business development strategy. 2. Adhering to the resolutions of the board of directors, responsible for making major decisions. 3. Authorized by the Board of director to be responsible for strategic planning and business management. 4. Evaluation and formulation of strategic plans for major foreign investments. 5. Assist the board of directors and chairman to perform various business supervisions and achieve the company's operating goals. |
| General Manager Office |
1. Corporation overall business management. 2. Implementing business decisions from the Board of Director. |
|
| C.O.O. Office | 1. Decision-making management of company operating strategies and policies 2. The company's mid- and long-term development planning, integration and promotion. 3. To supervise the company's overall business performance. 4. Development management of company brand and business niche market. 5. Participate in decision-making for employee development 6. Guidance, command, supervision and management of the company's daily operations. 7. Participate in the evaluation, guidance and supervision of the company's major engineering projects. |
|
| Catering Business Unit | 1. Supervision the operation service quality of the company-wide restaurant and kitchen. 2. Planning and execution of company-wide catering brand strategy. 3. Food and beverage price strategy integration and supervision 4. Supervision on the compilation and revision of various training materials for catering 5. Planning and supervision of training activities such as catering professional skills and knowledge 6. Overall company-wide catering and culinary resources integration and coordination. 7. Annual catering planning and event effectiveness supervision 8. Company-wide catering strategy planning, resource integration, coordinated execution and performance evaluation. 9. Company-wide catering brand image enhancement and business connection and development 10. Planning and execution of company-wide catering profit promotion business activities 11. Mobilize and allocate catering resources, catering services and culinary assessment management |
|
| Guest Room Business Unit |
1. Company-wide marketing strategy planning, resource integration, business execution and performance evaluation. 2. Leveraging real-time market demand forecasting, trends analysis, competitor information collection and historical data analysis, to implement flexible and optimized price strategies and sales strategies so as to maximize revenue, profit, and average output value. 3. Planning and execution of domestic/international travel exhibitions, conferences and business promotion activities. 4. Supervise and manage Tokyo office business |
|
| Public Relations Marketing Center |
1. Formulate marketing public relations development strategies and annual marketing public relations plans. 2. Corporate image enhancement and public relations business connection and development. 3. Media promotion and operation of various issues of hotel brand 4. Enhance the company's brand image,report and track the effectiveness of |
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| Department | PrimaryResponsibilities | |
|---|---|---|
| the use of various media resources 5. Integration and management of multimedia audio-visual production requirements 6. Establish and maintain a good relationship with the company's external news media 7. Direct the effective management and operation of the news media relations of each branch 8. Assist company spokespersons, news media and related matters related to publications and events 9. Planning and execution of media, advertising, and publicity related businesses. 10. Advertising planning and execution of media brand image, promotion projects, new product launches, etc. 11. Media statement drafting (revision) and management 12. Media crisis response and operating standard formulation 13. Various press release writing and data management 14. Announcement and maintenance of hotel issues on social networking sites 15. Planning and execution of the annual corporate social responsibility report |
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| Quality Assurance Center | 1. Formulate quality and risk strategy and planning. 2. Quality assurance personnel management and strengthening of quality awareness 3. Quality assurance advancement, improvement and tracking for abnormalities 4. Promotion of quality improvement projects, implementation of quality rewards and punishments 5. Quality training and evaluation 6. Communication and introduction of new methods of external quality 7. Proposals for adjustment of quality assurance organizations at all levels 8. Quality Key Performance Indicator (QKPI) follow-up. 9. Quality assurance regulations, benchmarking and review, construction of variousgraphic reports |
|
| Finance Division | 1. Company budget planning and execution. 2. Manage the company's stock affairs and shareholder services 3. Manage expenses control and tax process. 4. Plan and manage treasury process. 5. Manage accounting, management reporting and financial analysis. 6. Custody of company-wide property rights and lease contracts 7. Formulate, implement and review financial management policies. 8. Support the policy promotion and business execution of the branch related financial matters 9. Supervise and manage the business planning and execution of the financial department of each branch. 10. Formulate and implement procurement policies and procedures. 11. Comprehensively manage the planning, implementation and assessment of the company-wide procurement business 12. Comprehensively manage the planning and implementation of the company's administrative affairs management system |
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| Department | PrimaryResponsibilities | |
|---|---|---|
| Human Resource Division |
1. Formulate, implement and review company-wide HR, Education and Training, and management policies and procedures. 2. Manage organization development and talent management & development. 3. Manage and coordinate human resource management process. 4. Formulate and implement performance review process. 5. Supervise all branches to enforce human resource policies, and improve operating performance. 6. Effectively support branches to implement HR procedures and strengthen the human resources management capabilities. |
|
| IT Center | 1. Comprehensively review the formulation, implementation and assessment of the company-wide information management system 2. Supervise and manage the operation planning and execution of the information department 3. Formulate of company-wide IT development strategy. 4.Promotionand supervisionof newinformationprojects |
|
| Engineering Division | 1. Direct the engineering team, supervise various engineering interfaces, and audit the project budget, schedule and quality. 2. Responsible for the development of construction specifications, design drawings, design and engineering contracts and other documents and file management of major projects (mechanical and electrical, civil engineering, etc.) of the branch 3. Formulate management plans for major projects (mechanical and electrical, civil engineering, etc.) of the branch, budget, procurement outsourcing, quality supervision, risk assessment, etc. 4. Select and manage external vendors and consultants. 5. Formulate equipment operation procedures and implement training programs of the branch. 6. Formulate energy-saving policy, evaluate performance and enhancement. 7. The Ministry of Works of the branch sponsors the supervision and management of the planning and execution quality of the camp and equipment engineering. 8.Participation in related projects ofgroup affiliated companies. |
|
| Decoration Engineering Department |
1. The indoor space optimization design proposal of each branch and the evaluation of the indoor decoration design project proposal. 2. Integrated management of the interior renovation design interface of each branch. 3. Construction management of interior decoration projects of each branch. 4. Project schedule, drawings, procurement, meetings, interface coordination, assistance in contracting diagrams, construction management plans and manuals, etc. related planning and arrangement 5. Co-organize the construction management of each branch's project contractor's entry, construction progress, inspection, supervision, inspection, etc. 6. Obtaining relevant licenses for co-organizing projects. |
|
| Project Design Department |
1. Participate in the planning and design of aesthetics related to the hotel project. 2. Special assignedproject management. |
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| Department | Department | PrimaryResponsibilities |
|---|---|---|
| Occupational Safety and Health Department |
1. Formulate the occupational disaster prevention plan, and guide the occupational safety and health department of each branch company in relevant implementation. 2. Planning and supervising the occupational safety and health management of each branch. 3. Planning and supervising inspections of safety and health facilities. 4. Instruct and supervise relevant personnel to carry out inspections, regular inspections, key inspections and work environment determination. 5. Plan and implement the occupational safety and health education, training and teaching materials. 6. Plan health check and implement health management. 7. Supervise occupational disaster investigation and handle the occupational disaster statistics. 8. Provide employers with relevant occupational safety and health management information and suggestions. 9. Plan and formulate emergencyresponseplan |
| Department | PrimaryResponsibilities | |
|---|---|---|
| Branch | Guest Room Division | 1. Coordinate the improvement of services in guest rooms and the efficient operation of hardware facilities. 2. Overall management on human resource utilization, performance evaluation and talent development. 3. Supervision of the company's overall safety service and cleaning quality. 4. Supervision of guest room service standard operation process. |
| Catering Division | 1. Formulate and promote the short and long term strategies, business policies and action plans for catering operations. 2. Promote innovation of products and services in the catering department. 3. Supervise and assist each business unit to achieve revenue and implement cost control 4. Responsible for the training and development plan for the core personnel of the catering team. 5. Standardize and supervise the hygiene and safety quality of various commodities and meals. 6. Manage the catering operation team, and formulate standard operating procedures. 7. Systematic management of skills, knowledge and experiences. 8. Plan and implement learning and exchanges between catering vendors in the same and different industries. 9. Integration and supervision of promotional activities in various departments and groups. |
|
| Marketing Business Division |
1. Formulate the short and long term business strategies and action plans to increase revenue of hotel business. 2. Annual room rate formulation and strategy. 3. Prepare annual room revenue budget and operating plan. 4. Handle domestic and international travel exhibition exhibitions, conferences and business promotion activities. 5. Develop marketing plans for domestic and foreign business. 6. Promote and supervise the execution of promotion activities. 7. Year-end review and annual work plan formulation and implementation 8. Contract management of the external business. 9. Develop and implement customer reception service standard procedures. 10. Addition and revision of standard service procedures for counter reception work and supervision and management. 11. Instruct and assign the work rights and responsibilities of the personnel of the unit. 12. Departmental manpower utilization, performance management and |
- 14 -
| Department | PrimaryResponsibilities | |
|---|---|---|
| talent cultivation | ||
| Engineering Department | 1. Formulate the procedures of engineering and maintenance management. 2. Develop standard procedures and training programs for engineers. 3. Manage branch engineering projects. 4. Drawing, design, supervision and acceptance items of mechanical engineering. 5. Design, supervision and acceptance items of various hydropower, air- conditioning, machinery and other renovation projects. 6. Subsidiary construction safety inspection declaration items. 7. Management of branch construction and decoration design drawings. 8. Simplification and operation training of air-conditioning settings, audio- visual and lighting equipment in branch offices. 9. Maintenance and repair of freezing and refrigeration equipment in various kitchens and business premises. 10. Development, implementation and effectiveness evaluation of branch energy saving plans. 11. Branch vector pest control and disinfection. 12. Occupational safety and health management supervision of branch companies. |
|
| Occupational Safety and Health Department |
1. Guide other departments on occupational disaster prevention. 2. Plan and supervise the occupational safety and health management. 3. Implement inspections of safety and health facilities. 4. Execute regular inspections, key inspections and work environment measurement. 5. Implement occupational safety and health training programs. 6. Regularlyreport occupational injurystatistics. |
- 15 -
2. Information on the company directors, General Manager, Deputy General Manager, Assistant manager and heads of all company divisions and branch units:
1.. Board Members
| 1.. Board Members | 1.. Board Members | 1.. Board Members | 1.. Board Members | 1.. Board Members | 1.. Board Members | 1.. Board Members | 1.. Board Members | 1.. Board Members | 1.. Board Members | 1.. Board Members | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1)Information RegardingBoardMembers | April 12,2021 | ||||||||||||||||||
| Job Title (Note 1) |
Nationality or Record |
Name | Gender | Date of Assignment |
Term of office (years) |
Date of First Assignment |
Shares Held When Appointed |
Shares Held Currently |
Shares Held By Spouses and Minor Children |
Shares Held In Another Person's Name |
Significant Experience & Education |
Concurrently Serving Position | Executives, Directors or Supervisor Who are Spouses or Within Second Degrees of Kinship |
||||||
| Number of Shares |
% | Number of Shares |
% | Number of Shares |
% | Number of Shares |
% | Job Title | Name | Relation | |||||||||
| Chairman | R.O.C. | Emmet Hsu | Male | 2018.6.6 | 3 years | 1985.4.30 | 420,862 | 0.115 | 420,862 | 0.115 | 0 | 0 | 0 |
0 | Chairman & CEO of Shihlin Electric & Engineering Corp. |
CEO of The Ambassador Hotel Co., Ltd. Chairman & CEO of Shihlin Electric & Engineering Corp. Chairman & CEO of HCT Logistics Co., Ltd. |
Director Director & Project GM |
Kuo, Tun-Yu Li, Chang- Lin |
Man-Wife Brothers |
| Director | R.O.C. R.O.C. |
Yeang Der Investment Co., Ltd. Representative / Hsu, Shu-Wan |
Female | 2018.6.6 | 3 years | 1994.4.29 1991.4.30 |
4,219,349 | 1.150 | 4,219,349 | 1.150 | 61,509 | 0.017 | 0 | 0 | Director of Yeang Der Investment Co., Ltd. |
Director of Yeang Der Investment Co., Ltd. Director of HCT Logistics Co., Ltd. |
None | None | None |
| Director | R.O.C. R.O.C. |
Shin-Po Investment Co., Ltd. Representative / Lin, Po-Fong |
Male | 2018.6.6 | 3 years | 2006.5.26 2006.5.26 |
500,000 | 0.136 | 500,000 | 0.136 | 0 | 0 | 0 |
0 | Chairman of Taiwan Shin Kong Security Co., Ltd. |
Chairman of Taiwan Shin Kong Security Co., Ltd. |
None | None | None |
| Director | R.O.C. R.O.C. |
Huo Sheng Investment Ltd. Representative / Li, Chang-Lin |
Male | 2018.6.6 | 3 years | 2006.5.26 1997.4.30 |
146,000 | 0.040 | 146,000 | 0.040 | 0 | 0 | 0 |
0 | GM of The Ambassador Hotel Co., Ltd. |
Project GM of The Ambassador Hotel Co., Ltd. Chairman & GM of Qun Xin Properties Co., Ltd. Director of Shihlin Development Co., Ltd. |
Chairman | Emmet Hsu | Brothers |
| Director | R.O.C. R.O.C. |
Yeang Der Investment Co., Ltd. Representative / Lin, Zhan-Chuan |
Male | 2018.6.6 | 3 years | 1994.4.29 1994.4.29 |
as above | as above | as above | as above | 0 | 0 | 0 |
0 | Honorary Chairman of Taiwan Kagome Co,. Ltd. |
Chairman of Sheng Kuang Chemical Co., Ltd. Director of Din Zan Investment Co., Ltd. |
None | None | None |
| Director | R.O.C. R.O.C. |
Chan Der Investment Corp. Representative / Li, Dong-Liang |
Male | 2018.6.6 | 3 years | 2006.5.26 2015.7.1 |
1,743,000 | 0.475 | 1,743,000 | 0.475 | 0 | 0 | 0 |
0 | Chairman of Union Chinese Corp. |
Chairman of Union Chinese Corp. Director of Nanlien International Corp. |
None | None | None |
| Director | R.O.C. R.O.C. |
Yeang Der Investment Co., Ltd. Representative / Kuo, Tun-Yu |
Female | 2018.6.6 | 3 years | 1994.4.29 1994.4.29 |
as above | as above | as above | as above | 0 | 0 | 0 |
0 | Chairman of Yeang Der Investment Co., Ltd. |
Chairman of Yeang Der Investment Co., Ltd. |
Chairman | Emmet Hsu | Man-Wife |
| Director | R.O.C. R.O.C. |
Shihlin Electric & Engineering Corp. Representative / Lin,Han-Dong |
Male | 2018.6.6 | 3 years | 1988.4.28 1988.4.28 |
66,918,617 | 18.238 | 66,918,617 | 18.238 | 0 | 0 | 0 |
0 | Chairman of Bo Ji Investment Co., Ltd. |
Chairman of Bo Ji Investment Co., Ltd. |
None | None | None |
- 16 -
| Job Title (Note 1) |
Nationality or Record |
Name | Gender | Date of Assignment |
Term of office (years) |
Date of First Assignment |
Shares Held When Appointed |
Shares Held When Appointed |
Shares Held Currently |
Shares Held Currently |
Shares Held By Spouses and Minor Children |
Shares Held By Spouses and Minor Children |
Shares Held In Another Person's Name |
Shares Held In Another Person's Name |
Significant Experience & Education |
Concurrently Serving Position | Executives, Directors or Supervisor Who are Spouses or Within Second Degrees of Kinship |
Executives, Directors or Supervisor Who are Spouses or Within Second Degrees of Kinship |
Executives, Directors or Supervisor Who are Spouses or Within Second Degrees of Kinship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
% | Number of Shares |
% | Number of Shares |
% | Number of Shares |
% | Job Title | Name | Relation | |||||||||
| Director | R.O.C. R.O.C. |
Ting Lin Enterprise Co., Ltd. Representative / Du,Heng-Yi |
Male | 2018.6.6 | 3 years | 2006.5.26 2010.5.17 |
10,000 | 0.003 | 10,000 | 0.003 | 0 | 0 | 0 |
0 | Chairman of Wan Yuan Textiles Co., Ltd. |
Chairman of Wan Yuan Textiles Co., Ltd. Director of VE WONG Corp. |
None | None | None |
| Director | R.O.C. | Shihlin Electric & Engineering Corp. Representative / Unavailable (Note 2) |
- | 2018.6.6 | 3 years | 1988.4.28 | as above | as above | as above | as above | 0 | 0 | 0 |
0 | - | - | - | - | - |
| Director | R.O.C. R.O.C. |
Shihlin Electric & Engineering Corp. Representative / Hsieh, Han- Chang |
Male | 2018.6.6 | 3 years | 1988.4.28 2003.5.30 |
as above | as above | as above | as above | 0 | 0 | 0 |
0 | Managing Director, GM & COO of Shihlin Electric & Engineering Corp. |
Supervisor of Yeang Der Investment Co., Ltd. Managing Director, GM & COO of Shihlin Electric & Engineering Corp. GM & COO of The Ambassador HotelCo.,Ltd. |
None | None | None |
| Director | R.O.C. R.O.C. |
Chan Der Investment Corp. Representative / Lin,Xing-Guo |
Male | 2018.6.6 | 3 years | 2006.5.26 2009.5.26 |
as above | as above | as above | as above | 0 | 0 | 0 |
0 | COO of The Ambassador Hotel Co., Ltd. |
Chairman of Ambassador Real Estate Development Co., Ltd. Director of Ambassador Premium Food Co., Ltd. |
None |
None | None |
| Independen t Director |
U.S.A. | Liang, Wen-Jing | Female | 2018.6.6 | 3 years | 2018.6.6 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
0 | Manager of Tractus Asset Management Limit. |
Counselor of F.T.M.F.Consulting (Sinoam) Inc. Independent Director of MasterLink Securities Corporation. |
None | None | None |
| Independen t Director |
R.O.C. | Huang, Ya-Huei | Female | 2018.6.6 | 3 years | 2015.6.3 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
0 | Judge of Taiwan High Court |
Attorneys-At-Law of Hwang,Lin & Partners Supervisor of Taipei New Horizon Co., Ltd. Independent Director of Tyntek Corp. |
None | None | None |
| Independen t Director |
R.O.C. | Li, Shu-Jhen | Female | 2018.6.6 | 3 years | 2018.6.6 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
0 | Administration Associate Dean of MacKay Memorial Hospital |
Director of Long-term Care Service Development Center of MacKay Memorial Hospital. |
None | None | None |
| Total | 73,957,828 | 20.157 | 73,957,828 | 20.157 | 61,509 | 0.017 | 0 |
0 |
Note 1 : Those who are representatives of legal person shareholders have indicated the names of legal person shareholders and filled in the following Table 1. Note 2 : Director Bryant Hsu, the representative of Shihlin Electric & Engineering Corp., resigned on January 7, 2021, and the representative will not be reassigned for the time being.
- 17 -
(2) Major Stockholders of Institutional Shareholders
Table 1: Major Stockholders of Institutional Shareholders
On the Book closure date: April 12, 2021
| On the Book closure date:April 12,2021 | |
|---|---|
| Names of Institutional Shareholders |
Major Stockholders of Institutional Shareholders (Note 1) |
| Yeang Der Investment Co., Ltd. |
Kuo, Tun-Yu (53.79%), Memorial Foundation of Mr. Ching-Teh Hsu (29.88%), Zhenjie Investment Ltd. (11.34%), Hsu, Shu-Wan (4.27%), Lin, Hsin-Yi (0.72%) |
| Shin-Po Investment Co., Ltd. |
Taiwan Shin Kong Security Co., Ltd. (84.22%), Yi Kong Security Co., Ltd. (15.77%), Wu, Tung-Ching (0.00%), Taiwan Shin Kong Security Foundation for Arts and Culture (0.01%) |
| Huo Sheng Investment Ltd. |
Jhan Siang Investment Ltd. (Trust property) (98.99%), Memorial Foundation of Mr. Ching-Teh Hsu (1.00%), Yang, Siou-Jhu (0.01%) |
| Chan Der Investment Corp. |
HCT Logistics Co., Ltd. (24.02%), Hwo Lin Investment Co., Ltd. (15.72%), Jin Der Sheng Co., Ltd. (15.60%), Benz Investment Corp. (8.92%), The Ambassador Hotel Co., Ltd. (8.70%), Yeang Der Investment Co., Ltd. (8.16%), Shihlin Electric & Engineering Corp. (8.16%), Shang Lin Investment Co., Ltd. (5.58%), Yuh Lin Investment Co., Ltd. (4.65%), Memorial Foundation of Mr. Ching-Teh Hsu (0.49%) |
| Shihlin Electric & Engineering Corp. |
Mitsubishi Electric Corporation (Japan) (21.16%), The Ambassador Hotel Co., Ltd. (8.50%), The trust property account entrusted to China Trust Commercial Bank (7.52%), The major investment account of the First Worldsec Securities entrusted to Citibank (Taiwan) (6.42%), Yeang Der Investment Co., Ltd. (4.91%), The trust property account entrusted to Taipei Fubon Commercial Bank (4.59%), Shin-Kong Life Insurance Service Co., Ltd. (3.34%), De Hong Investment Corp. (2.94%), Yu Hong Investment Corp. (2.88%), The major investment account of the First Securities (Hong Kong) entrusted to Citibank (Taiwan) (2.34%) |
| Ting Lin Enterprise Co., Ltd. |
Shihlin Electric & Engineering Corp. (96.80%), Chan Der Investment Corp. (2.20%), Jin Der Sheng Co., Ltd. (1.00%) |
Note 1 : Fill in the name and shareholding ratio of the major shareholders (with the top-ten shareholding ratio) of the institutional shareholders. If the major shareholders are legal person shareholders, It is listed in Table 2 below.
- 18 -
Table 2: Table 1 Major shareholder of the major institutional shareholders
On the Book closure date: April 12, 2021
| Table 2: Table 1 Major shareholder of the major institutional shareholders On the Book closure date:April 12, 2021 |
|
|---|---|
| Names of Institutional Shareholders |
Major Shareholders of Institutional Shareholders (Note 1) |
| Taiwan Shin Kong Security Co., Ltd. |
Sohgo Security Service Co., Ltd. (9.23%), Wu, Tung-Ching (5.40%), Chunghwa Post Co., Ltd. (4.60%), Shin Kong Medical Foundation (4.21%), Shin Kong Life Insurance Employee Pension Fund Management Committee (4.08%), Bo Ruei Co., Ltd. (3.85%), Fubon Life Insurance (3.80%), Shin Kong Life Insurance Co., Ltd. (2.81%), Tung Ying Investment Co., Ltd. (1.75%), Shin Kong ConstructionandDevelopment Co.,Ltd. (1.53%) |
| Yi Kong Security Co., Ltd. | Taiwan Shin Kong Security Co., Ltd. (69.00%), Shin-Kong Life Real Estate Service Co., Ltd. (15.50%), Shin Kong Construction andDevelopment Co.,Ltd. (15.00%), Shin Kong WuHo-Su Culture andEducation Foundation(0.50%) |
| Taiwan Shin Kong Security Foundation for Arts and Culture |
Taiwan Shin Kong Security Co., Ltd. (100.00%) |
| Jhan Siang Investment Ltd. (Trust property) |
Hao Sheng Investment Ltd. (100.00%) |
| Hwo Lin Investment Co., Ltd. |
Shihlin Electric & Engineering Corp. (94.86%), HsinLin Electric Machinery Co., Ltd. (5.12%), Memorial Foundation of Mr. Ching- Teh Hsu (0.02%) |
| Benz Investment Corp. | TheAmbassador HotelCo.,Ltd. (99.99%),Memorial Foundationof Mr. Ching-Teh Hsu (0.01%) |
| Shang Lin Investment Co., Ltd. |
Shihlin Electric & Engineering Corp. (99.56%), Memorial Foundation of Mr. Ching-Teh Hsu (0.44%) |
| Yuh Lin Investment Co., Ltd. |
Shihlin Electric & Engineering Corp. (93.73%), HsinLin Electric Machinery Co., Ltd. (6.25%), Memorial Foundation of Mr. Ching- Teh Hsu (0.02%) |
| Shin-Kong Life Insurance Service Co.,Ltd. |
Shin Kong Financial Holding Co., Ltd. (100.00%) |
| De Hong Investment Corp. | HCT Logistics Co., Ltd. (30.56%), Custom Investment Co., Ltd. (17.36%), Shang Lin Investment Co., Ltd. (9.03%), Ambassador Investment Co., Ltd. (7.29%), Benz Investment Corp. (6.60%), Yuh Lin Investment Co., Ltd. (6.25%), Hwo Lin Investment Co., Ltd. (5.56%), Jeng Lin Investment Co., Ltd. (4.86%), Ting Lin Enterprise Co., Ltd. (2.78%), Rueylin Electric & Engineering Corp. (2.78%) |
| Yu Hong Investment Corp. | HCT Logistics Co., Ltd. (27.68%), Custom Investment Co., Ltd. (17.51%), Ambassador Investment Co., Ltd. (8.47%), Shang Lin Investment Co., Ltd. (6.78%), Hwo Lin Investment Co., Ltd. (5.65%), Cheng Lin Investment Co., Ltd. (4.52%), Ting Lin Enterprise Co.,Ltd.(4.52%),Benz Investment Corp.(4.52%),Yuh Lin Investment Co.,Ltd.(3.95%),Ji Lin Investment Co.,Ltd.(2.82%) |
Note 1 : Fill in the name and shareholding ratio of the major shareholders (with the top-ten shareholding ratio) of the legal person shareholders.
- 19 -
(3) Expertise and independence of directors and Independent directors
April 12, 2021
| April 12, 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Requirements Name |
Over five years of experience and the following professionalqualifications |
Independence criteria (Note 1) | Concurrently serving as an Independent Director of another listed company |
|||||||||||||
| University teaching in areas of commerce, law, finance, accounting or related corporate business |
Working as a judge, attorney, lawyer, accountant or other positions that require professional certification |
Work experience in commerce, law, finance, accounting or related corporate activities |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Emmet Hsu | | | | | | | 0 | |||||||||
| Hsu, Shu-Wan | | | | | | | | 0 | ||||||||
| Lin, Po-Fong | | | | | | | | | | | | | 1 | |||
| Li, Chang-Lin | | | | | 0 | |||||||||||
| Lin, Zhan-Chuan | | | | | | | | | | | 0 | |||||
| Kuo, Tun-Yu | | | | | | | 0 | |||||||||
| Lin, Han-Dong | | | | | | | | | | | 0 | |||||
| Du, Heng-Yi | | | | | | | | | | | 0 | |||||
| Bryant Hsu (Note 2) | | | | | 0 | |||||||||||
| Li, Dong-Liang | | | | | | | | | | | | | 0 | |||
| Hsieh, Han-Chang | | | | | | | 1 | |||||||||
| Lin, Xing-Guo | | | | | | | 0 | |||||||||
| Liang, Wen-Jing | | | | | | | | | | | | | | 0 | ||
| Huang, Ya-Huei | | | | | | | | | | | | | | | 1 | |
| Li,Shu-Jhen | | | | | | | | | | | | | | 0 |
Note 1: If the respective director or Independent director meets any of the following conditions within 2 years prior to his/her service and during the service period, please put a check mark (“ ”) in the blank space under the code representing the respective condition.
(1) Not employed by the Company or any of the Company's affiliates.
(2) Not a Director of the Company or any of the Company's affiliates (this restriction does not apply to Independent Directors of the Company, its parent company, or its subsidiaries).
(3) Not holding over 1% of company shares or being a top 10 natural person shareholder in one’s own name, held by a spouse or underage child, or held by nominee agreement.
(4) Not a spouse, kin at the second pillar under the Civil Code, or a lineal blood relative within the third pillar under the Civil Code as specified in (1) through (3).
(5) Not a Director, Supervisor or employee of a corporate shareholder who holds more than 5% of the outstanding shares issued by the Company, or a Director, Supervisor or employee of a corporate shareholder who is among the top 5 shareholders according to item 1 or item 2 of article 27 of the Company Law (this restriction does not apply to Independent Directors of the Company, its
- 20 -
parent company, or its subsidiaries).
-
(6) Not a Director, Supervisor or employee of a corporate shareholder who holds the majority of the Board or voting rights (this restriction does not apply to Independent Directors of the Company, its parent company, or its subsidiaries).
-
(7) Not Chairman, President or equivalent post of the company who himself/herself or spouse holds position as Director, Supervisor or employee of another company or organization (this restriction does not apply to Independent Directors of the Company, its parent company, or its subsidiaries).
-
(8) Not a Director, Supervisor, manager or shareholder holding more than 5% of the outstanding shares of specific company or institution in business or financial relationship with the Company (this restriction does not apply to Independent Directors of the specific company or organization which holds more than 20% and not exceeding 50% outstanding shares of the Company, its parent company, or its subsidiaries).
-
(9) Not a professional, owner, partner, Director, Supervisor, manager of proprietorship, partnership, company or institution that provides business, legal, financial and accounting services to the Company or a spouse to the aforementioned persons rewarded remuneration not exceeding NTD 500,000 within last two years. Notwithstanding, this shall not apply to the Remuneration Committee members, or members of special committee of public company for merger/consolidation and acquisition who perform their duties in accordance with the Securities Exchange Act and Business Mergers and Acquisitions Act.
-
(10) Not a spouse of or kin at the second pillar under the Civil Code to any other Director.
-
(11) Not under any of the categories stated in Article 30 of the Company Law.
-
(12) No government apparatus agency, juristic person or its representative is elected under Article 27 of the Company Law.
Note 2 : Director Bryant Hsu, the representative of Shihlin Electric & Engineering Corp., resigned on January 7, 2021, and the representative will not be reassigned for the time being.
- 21 -
2. Information on GM, Deputy GM, Assistant manager, heads of all company divisions and branch units
| April 12,2021 | April 12,2021 | April 12,2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Job Title (Note 1) |
Nationality | Name | Gender | Date of Assignment |
Shares | Shares held by spouses and minorchildren |
Shares held in another person'sname |
Significant Experience & Education (Note 2) |
Concurrently Serving Position | Managers Who are Spouses or Within Second Degree of Kinship |
|||||
| Number of Shares |
% | Number of Shares |
% | Number of Shares |
% | Job Title |
Name | Relation | |||||||
| General Manager & COO |
R.O.C. | Hsieh, Han-Chang (Note 3) |
Male | 2019.01.01 | 0 | 0 | 0 | 0 | 0 | 0 | Department of Business Administration, National ChengchiUniversity |
Supervisor of Yeang Der Investment Co., Ltd. Managing Director, GM & COO of Shihlin Electric &Engineering Corp. |
None | None | None |
| Project / General Manager |
R.O.C. | Lee, Chang-Lin (Note 4) |
Male | 2006.11.22 | 319,937 | 0.08719 | 0 | 0 | 0 | 0 | Graduated from the Department of Economics, Boston University |
Chairman & GM of Qun Xin Properties Co., Ltd. Director of Shihlin Development Co., Ltd. Director of HCT Logistics Co., Ltd. Chairmanof ProspectHospitality Co.,Ltd. |
None | None | None |
| Deputy General Manager & Chairman’s Special Assistant |
R.O.C. | Bryant Hsu (Note 5) |
Male | 2020.08.04 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Department of Business Administration, University of Southern California |
Assistant manager of Shihlin Electric & Engineering Corp. |
None | None | None |
| General Manager of Catering Business Unit & Taipei Branch |
R.O.C. | Lee, Yuan-Ci | Male | 2019.01.01 | 10,045 | 0.0027 | 0 | 0 | 0 | 0 | Graduated from the Taoyuan Municipal Wu- Ling Senior High School |
Chairman of Ambassador Bakery Corp. Ltd. Chairman of Ambassador Premium Food Co., Ltd. Director of Ambassador Real Estate Development Co.,Ltd. |
None | None | None |
| Project GM of COO Office |
R.O.C. | Lee, Wei-Yi (Note 6) |
Male | 2016.11.09 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Department of Mass Communication, Chapman University |
Chairman of Custom Management Consulting Co., Ltd. Director of Ambassador Premium Food Co., Ltd. Director of Custom Human Resources Management Ltd. Director of Ambassador Real Estate Development Co.,Ltd. |
None | None | None |
| GM of Hsinchu Branch |
R.O.C. | Wang, Zai-Jheng |
Male | 2016.08.03 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Department of Economics, University of SouthernCalifornia |
Supervisor of Custom Human Resources Management Ltd. |
None | None | None |
| GM of Guest Room Business Unit & Guest Room Division of Taipei Branch, Marketing Business Division and concurrently as GM of Kaohsiung Branch |
R.O.C. | Guo, Ci-Syuan (Note 7) |
Male | 2014.10.30 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Department of Tourism, Shih-Hsin University |
Director of Custom Human Resources Management Ltd. |
None | None | None |
- 22 -
| Job Title (Note 1) |
Nationality | Name | Gender | Date of Assignment |
Shares | Shares | Shares held by spouses and minorchildren |
Shares held by spouses and minorchildren |
Shares held in another person'sname |
Shares held in another person'sname |
Significant Experience & Education (Note 2) |
Concurrently Serving Position | Managers Who are Spouses or Within Second Degree of Kinship |
Managers Who are Spouses or Within Second Degree of Kinship |
Managers Who are Spouses or Within Second Degree of Kinship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
% | Number of Shares |
% | Number of Shares |
% | Job Title |
Name | Relation | |||||||
| Deputy GM of Catering Business Unit & Executive Chef of Chinese food Culinary Center |
R.O.C. | Lin, Jian-Long |
Male | 2018.11.07 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Taipei Municipal Daan Junior High School |
Director of Ambassador Premium Food Co., Ltd. Director of Ambassador Bakery Corp. Ltd. Director of Yeang-Der Senior High School. |
None | None | None |
| Deputy GM of Catering Division of Taipei Branch |
R.O.C. | Chen, Bi-Lan | Female | 2017.05.03 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Chin Chuang Commercial Vocational HighSchool |
None | None | None | None |
| Deputy GM of Catering Division of Taipei Branch & Business Promotion Dept. |
R.O.C. | Huang, Li-Siang |
Female | 2017.05.03 | 0 | 0 | 0 | 0 | 0 | 0 | Department of Tourism and Leisure Management, China University of Technology |
None | None | None | None |
| Deputy GM of Kaohsiung Branch |
R.O.C. | Hsu, Gui-Zheng (Note 8) |
Male | 2020.08.04 | 0 | 0 | 0 | 0 | 0 | 0 | Hotel Consult Cesar Ritz Hotel Management |
None | None | None | None |
| Deputy GM of Task Force / COO Office |
R.O.C. | Jiang, Jia-Yu (Note 9) |
Male | 2019.03.12 | 0 | 0 | 0 | 0 | 0 | 0 | Master of Laws, Boston University |
None | None | None | None |
| Deputy GM of Human Resource Division |
R.O.C. | Zeng, Guo-Wei (Note 10) |
Male | 2020.08.04 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Institute of Business Automation and Management, National Taipei University of Technology. |
Senior Director of Shihlin Electric & Engineering Corp. Senior Assistant manager of HCT Logistics Co., Ltd. |
None | None | None |
| Chief Training Officer of Human Resource Division |
R.O.C. | Lin, Rong-Bin (Note 11) |
Male | 2016.03.09 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the National Taiwan University of Science and Technology Graduate Institute of Management |
Supervisor of Custom Management Consulting Co., Ltd. |
None | None | None |
| Deputy GM of Engineering Division |
R.O.C. | Liou, Jheng-Hong (Note 12) |
Male | 2017.05.03 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Department of Electronics, Tung Fang Junior College of Industrial and Commercial Management |
Director of Custom Management Consulting Co., Ltd. |
None | None | None |
- 23 -
| Job Title (Note 1) |
Nationality | Name | Gender | Date of Assignment |
Shares | Shares | Shares held by spouses and minorchildren |
Shares held by spouses and minorchildren |
Shares held in another person'sname |
Shares held in another person'sname |
Significant Experience & Education (Note 2) |
Concurrently Serving Position | Managers Who are Spouses or Within Second Degree of Kinship |
Managers Who are Spouses or Within Second Degree of Kinship |
Managers Who are Spouses or Within Second Degree of Kinship |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
% | Number of Shares |
% | Number of Shares |
% | Job Title |
Name | Relation | |||||||
| Finance Supervisor | R.O.C. | He, Jhong-Ren |
Male | 2019.03.12 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Department of Accounting, Chung Yuan Christian University |
Director of Ambassador Investment Co., Ltd. Director of Benz Investment Corp. Director of Custom Investment Co., Ltd. Director of Custom Management Consulting Co., Ltd. Supervisor of Ambassador Premium Food Co., Ltd. |
None | None | None |
| Accounting Supervisor |
R.O.C. | He, Jhong-Ren |
Male | 2016.03.09 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Department of Accounting, Chung Yuan Christian University |
Director of Ambassador Investment Co., Ltd. Director of Benz Investment Corp. Director of Custom Investment Co., Ltd. Director of Custom Management Consulting Co., Ltd. Supervisor of Ambassador Premium Food Co., Ltd. |
None | None | None |
| Corporate Governance Supervisor |
R.O.C. | He, Jhong-Ren (Note 13) |
Male | 2021.05.04 | 0 | 0 | 0 | 0 | 0 | 0 | Graduated from the Department of Accounting, Chung Yuan Christian University |
Director of Ambassador Investment Co., Ltd. Director of Benz Investment Corp. Director of Custom Investment Co., Ltd. Director of Custom Management Consulting Co., Ltd. Supervisor of Ambassador Premium Food Co., Ltd. |
None | None | None |
Note 1: Including the information disclosure of the GM, Deputy GM, Associate Manager, heads of all company divisions and branch units; also, the position equivalent to GM, Deputy GM or Associate Manager, regardless of job title, have been disclosed.
Note 2: An experience relevant to the current position, such as, employed by the independent auditor’s firm or its affiliated companies throughout the time period referred to above, has stated the job title and the job responsibilities.
Note 3: GM Hsieh, Han-Chang has being approved at the Board of Directors August 2020, Newly appointed and concurrently served as COO.
Note 4: GM Li, Chang-Lin has being approved at the Board of Directors August 2020 re-appointed as Project GM.
Note 5: Deputy GM Bryant Hsu has being approved at the Board of Directors August 2020 Newly appointed.
Note 6: GM Li, Wei-Yi has being approved at the Board of Directors August 2020 re-appointed as Project GM of COO Office.
Note 7: GM Guo, Ci-Syuan has being approved at the Board of Directors August 2020 Serving as Guest Room Business Unit concurrently, Guest Room Division of Taipei Branch & GM of Marketing Business Division.
Note 8: Deputy GM Hsu, Gui-Zheng has being approved at the Board of Directors August 2020 Newly appointed. Note 9: GM Jiang, Jia-Yu has being approved at the Board of Directors August 2020 re-appointed as Task Force Deputy GM of COO Office.
Note10: Deputy GM Zeng, Guo-Wei has being approved at the Board of Directors August 2020 Newly appointed.
Note11: Deputy GM Lin, Rong-Bin has being approved at the Board of Directors August 2020 re-appointed as Chief Training Officer of Human Resource Division. Note12: Deputy GM Liou, Jheng-Hong has being approved at the Board of Directors August 2020 re-appointed as Counselor of Engineering Dept. of Taipei Branch. Note13: Senior Assistant manager He, Jhong-Ren has being approved at the Board of Directors May 2021 Serving as Corporate Governance Supervisor concurrently.
- 24 -
3. Remuneration paid to Directors, General Manager, Deputy General Manager in the most recent year
(1) Remuneration of Directors (Independent Directors included)
(The name of directors should be disclosed in accordance with the respective remuneration bracket ) December 31, 2020
Unit : NTD
| Job Title | Name | Remuneration of Director | Remuneration of Director | Remuneration of Director | Remuneration of Director | Remuneration of Director | Remuneration of Director | Remuneration of Director | Remuneration of Director | The sum of A, B, C and D in proportion to Earnings (Note 10) |
The sum of A, B, C and D in proportion to Earnings (Note 10) |
Remuneration in the capacity a | Remuneration in the capacity a | Remuneration in the capacity a | Remuneration in the capacity a | s employee | s employee | s employee | s employee | The sum of A, B, C, D, E, F and G to Earnings (Note 10) |
The sum of A, B, C, D, E, F and G to Earnings (Note 10) |
Whether remuneration from any reinvestees other than subsidiaries is received? (J) (Note |
11) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remuneration (A) (Note 2) |
Pension (B) |
Retained Earnings Distribution (C) (Note 3) |
Professional practice (D) (Note 4) |
Salaries, bonus and special subsidies (E) (Note 5) |
Pension (F) |
Employee bonus from earnings (G) (Note 6) |
|||||||||||||||||
| the Company | Companies included in the financial statement(Note 7) |
the Company | Companies included in the financial statement(Note 7) |
the Company |
Companies included in the financial statement(Note 7) |
the Company | Companies included in the financial statement(Note 7) |
the Company | Companies included in the financial statement(Note 7) |
the Company | Companies included in the financial statement(Note 7) |
the Company | Companies included in the financial statement(Note 7) |
the Company | Companies included in the financial statement (Note 7) |
the Company | Companies included in the financial statement (Note 7) |
||||||
| Cash dividend |
Stock dividend |
Cash dividend |
Stock dividend |
||||||||||||||||||||
| Chairman | Emmet Hsu | 6,336,000 | 6,336,000 | 0 | 0 | 0 | 0 | 6,600,000 | 6,600,000 | 496.07% | 496.07% | 10,232,500 | 10,232,500 | 140,100 | 140,100 | 0 | 0 | 0 | 0 | 893.84% | 893.84% | None | |
| Director | Chan Der Investment Corp. Representative / Lee, Dong-Liang Representative / Lin,Xing-Guo |
||||||||||||||||||||||
| Director | Yeang Der Investment Co., Ltd. Representative / Hsu, Shu-Wan Representative / Lin, Zhan-Chuan Representative / Kuo,Tun-Yu |
||||||||||||||||||||||
| Director | Shin-Po Investment Co., Ltd. Representative /Lin,Po-Fong |
||||||||||||||||||||||
| Director | Huo Sheng Investment Ltd. Representative /Li, Chang-Lin |
||||||||||||||||||||||
| Director | Shihlin Electric & Engineering Corp. Representative / Lin, Han-Dong Representative / Bryant Hsu Representative / Hsieh,Han-Chang |
||||||||||||||||||||||
| Director | Ting Lin Enterprise Co., Ltd. Representative / Du,Heng-Yi |
||||||||||||||||||||||
| Independent Director | Liang, Wen-Jing | ||||||||||||||||||||||
| Independent Director | Huang, Ya-Huei | ||||||||||||||||||||||
| Independent Director | Li, Shu-Jhen | ||||||||||||||||||||||
| Besides the above disclosure, if any of the Director provided service (as non-employee sort of consultant and the like) with rewarded remuneration to all the listed companies in the financial statement in the last year: No such situation.. |
- 25 -
Unit : NTD
| Unit:NTD | Unit:NTD | Unit:NTD | Unit:NTD | |
|---|---|---|---|---|
| Breakdown of remuneration of Directors | Name of Director | |||
| Total(A+B+C+D) | Total(A+B+C+D+E+F+G) | |||
| the Company (Note 9) | Companies included in the financial statement(Note 10)H |
the Company (Note 9) | All investees (Note 10) I | |
| Less than NT$1,000,000 | Shin-Po Investment Co., Ltd., Huo Sheng Investment Ltd., Ting Lin Enterprise Co., Ltd., Yeang Der Investment Co., Ltd., Shihlin Electric & Engineering Corp., Chan Der Investment Corp., Hsu, Shu-Wan, Lin, Po-Fong, Lee, Chang-Lin, Lin, Zhan-Chuan, Kuo, Tun-Yu, Lin, Han-Dong, Du, Heng-Yi, Bryant Hsu, Hsieh, Han-Chang, Lin, Xing-Guo, Lee, Dong-Liang |
Shin-Po Investment Co., Ltd., Huo Sheng Investment Ltd., Ting Lin Enterprise Co., Ltd., Yeang Der Investment Co., Ltd., Shihlin Electric & Engineering Corp., Chan Der Investment Corp., Hsu, Shu-Wan, Lin, Po-Fong, Lee, Chang-Lin, Lin, Zhan-Chuan, Kuo, Tun-Yu, Lin, Han-Dong, Du, Heng-Yi, Bryant Hsu, Hsieh, Han-Chang, Lin, Xing-Guo, Lee, Dong-Liang |
Shin-Po Investment Co., Ltd., Huo Sheng Investment Ltd., Ting Lin Enterprise Co., Ltd., Yeang Der Investment Co., Ltd., Shihlin Electric & Engineering Corp., Chan Der Investment Corp., Hsu, Shu-Wan, Lin, Po-Fong, Lin, Zhan-Chuan, Kuo, Tun-Yu, Lin, Han- Dong, Du, Heng-Yi, Hsieh, Han-Chang, Lee, Dong-Liang |
Shin-Po Investment Co., Ltd., Huo Sheng Investment Ltd., Ting Lin Enterprise Co., Ltd., Yeang Der Investment Co., Ltd., Shihlin Electric & Engineering Corp., Chan Der Investment Corp., Hsu, Shu-Wan, Lin, Po-Fong, Lin, Zhan-Chuan, Kuo, Tun-Yu, Lin, Han- Dong, Du, Heng-Yi, Hsieh, Han-Chang, Leei, Dong-Liang |
| NT$1,000,000 (inclusive)~NT$2,000,000 | Liang, Wen-Jing, Huang, Ya-Huei, Li, Shu-Jhen |
Liang, Wen-Jing, Huang, Ya-Huei, Li, Shu-Jhen |
Bryant Hsu, Liang, Wen-Jing, Huang, Ya-Huei,Li,Shu-Jhen |
Bryant Hsu, Liang, Wen-Jing, Huang, Ya-Huei,Lee,Shu-Jhen |
| NT$2,000,000(inclusive)~NT$3,500,000 | None | None | None | None |
| NT$3,500,000(inclusive)~NT$5,000,000 | None | None | Lin,Xing-Guo | Lin,Xing-Guo |
| NT$5,000,000(inclusive)~NT$10,000,000 | Emmet Hsu | Emmet Hsu | Emmet Hsu,Lee,Chang-Lin | Emmet Hsu,Lee,Chang-Lin |
| NT$10,000,000(inclusive)~NT$15,000,000 | None | None | None | None |
| NT$15,000,000(inclusive)~NT$30,000,000 | None | None | None | None |
| NT$30,000,000(inclusive)~NT$50,000,000 | None | None | None | None |
| NT$50,000,000(inclusive)~NT$100,000,000 | None | None | None | None |
| NT$100,000,000 above | None | None | None | None |
| Total | 21 | 21 | 21 | 21 |
-
Note 1: Names of directors should be separately disclosed (Institutional shareholders should disclose the names of the institutional shareholders and representatives separately). The amount of remuneration should be disclosed in summary. If a director concurrently serves as the President or Senior Vice President, this Form and Schedule 3 of page 23 must be filled out.
-
Note 2: It refers to the directors’ compensation received for the recent year (including salaries of the directors, special responsibility allowance, severance pay, various bonuses, incentives, etc.).
-
Note 3: It refers to the remuneration of directors to be distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of board of directors and such proposal has not yet been submitted to the Shareholders’ Meeting for approval.
-
Note 4: It refers to the relevant expenses for business operations paid to directors for the recent year (including transportation allowance, special allowance, various allowances and the provision of dormitory and vehicle, etc.).When a car, house and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also disclose the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration.
-
Note 5: It refers to the salaries, special responsibility allowance, severance pay, various bonuses, incentives, transportation allowance, special allowance, and the provision of dormitory and vehicle received by the director(s) who concurrently serve(s) as employee(s) (including President, Senior Vice President, and other managerial officers and employees) in the recent year. When a house, car, and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also describe the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration. In addition, the salary expense recognized in accordance with IFRS 2 “Share-based payment” includes the acquisition of employee stock warrant, employee restricted stock, and subscription of new shares from cash capitalization.
-
Note 6: It refers to the employee remuneration (including stock and cash) received by the directors who concurrently serve(s) as employee(s) (including concurrent President, Senior Vice President, and other managerial officers and employees) in the recent year. It is required to disclose the amount of employee remuneration to be distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of board of directors and such proposal has not been submitted to the Shareholders’ Meeting for approval. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. Form Schedule 4 of page 24 shall be filled out as well. For a company listed on the stock exchange or an OTC market, the stock remuneration shall be measured at fair value (i.e., the closing price on the balance sheet date) in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers; for a non-listed company, the stock remuneration shall be measured at the net value on the last date of the fiscal year that the earnings are generated.
-
Note 7: Disclose the total amount of remuneration paid to the directors by all the companies included in the consolidated financial statements (including the Company).
-
Note 8: Disclose the name of the directors in the respective range of total remuneration received from the Company.
-
Note 9: Disclose the name of the directors in the respective range of total remuneration received from all the companies included in the consolidated financial statements (including the Company).
-
26 -
Note 10: For a company listed on the stock exchange or an OTC market, the stock remuneration shall be measured at fair value (i.e., the closing price on the balance sheet date) in accordance with the Guidelines Governing the Preparation of Financial Reports by Securities Issuers; for a non-listed company, the stock remuneration shall be measured at the net value on the last date of the fiscal year that the earnings are generated. It refers to the net income of the recent year. After the adoption of IFRS, it refers to the net income in the individual or independent financial statements of the recent year.
-
Note 11: a. It is required to specify in this column the relevant remuneration amount the directors of the Company received from the reinvested companies other than the subsidiaries.
-
b. If the Company’s director has received the relevant remuneration from the reinvested companies other than the subsidiaries, the received amount should be included in Column I. In addition, the column title shall be revised as “All reinvested companies.”
-
c. Compensation shall mean the remuneration, reward, employee bonus, and expense for business operation paid to the Company’s director(s) by the reinvested companies other than the subsidiaries and such directors concurrently serve(s) as director(s), supervisor(s), or managerial officer(s) of the reinvested companies.
-
The concept of the “compensation” disclosed in this Form is different from the income defined under the Income Tax Law. Therefore, the purpose of this Form is for information disclosure not for taxation.
-
27 -
2. Remuneration of General Manager, Deputy General Manager
Unit : NTD
| Job Title | Name | Salary (A) (Note 2) |
Salary (A) (Note 2) |
Pensi | on (B) | Salaries, bonus and special subsidies (C) (Note 3) |
Salaries, bonus and special subsidies (C) (Note 3) |
Employee bonus allocated from earnings (D) (Note 4) |
Employee bonus allocated from earnings (D) (Note 4) |
Employee bonus allocated from earnings (D) (Note 4) |
Employee bonus allocated from earnings (D) (Note 4) |
The sum of A, B, C and D in proportion to Earnings(%) (Note 8) |
The sum of A, B, C and D in proportion to Earnings(%) (Note 8) |
Whether remuneration from any reinvestees other than subsidiaries is received? (Note9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the Company | Companies included in the financial statement (Note 5) |
the Company | Companies included in the financial statement (Note 5) |
the Company | Companies included in the financial statement (Note 5) |
the Company | Companies included in the financial statement (Note 5) |
the Company | Companies included in the financial statement (Note 5) |
|||||
| Cash dividend | Stock dividend | Cash dividend | Stock dividend | |||||||||||
| GM & COO | Hsieh, Han-Chang (Note10) |
24,783,584 | 24,783,584 | 1,062,018 | 1,062,018 | 15,701,500 | 15,701,500 | 0 | 0 | 0 | 0 | 1,593.25% | 1,593.25% | None |
| Project GM | Li, Chang-Lin (Note11) |
|||||||||||||
| Deputy GM & Chairman’s Special Assistant |
Bryant Hsu (Note12) |
|||||||||||||
| GM of Catering Business Unit & GM of Taipei Branch |
Li, Yuan-Ci | |||||||||||||
| Project GM of COO Office | Li, Wei-Yi (Note13) |
|||||||||||||
| GMof HsinchuBranch | Wang,Zai-Jheng | |||||||||||||
| Guest Room Business Unit & Guest Room Division of Taipei Branch, GM of Marketing Business Division and concurrently as GM of Kaohsiung Branch |
Guo, Ci-Syuan (Note 14) |
|||||||||||||
| Deputy GM of Catering Business Unit & Executive Chef of Chinese food Culinary Center |
Lin, Jian-Long | |||||||||||||
| Deputy GM of Catering Division of Taipei Branch |
Chen, Bi-Lan | |||||||||||||
| Catering Division of Taipei Branch Deputy GM of Business Promotion Dept. |
Huang, Li-Siang | |||||||||||||
| Deputy GM of Kaohsiung Branch | Hsu, Gui-Zheng (Note15) |
|||||||||||||
| Task Force Deputy GM of COO Office | Jiang, Jia-Yu (Note16) |
|||||||||||||
| Deputy GM of Human Resource Division |
Zeng, Guo-Wei (Note 17) |
- 28 -
| Job Title | Name | Salary (A) (Note 2) |
Salary (A) (Note 2) |
Pension (B) | Pension (B) | Salaries, bonus and special subsidies (C) (Note 3) |
Salaries, bonus and special subsidies (C) (Note 3) |
Employee bonus allocated from earnings (D) (Note 4) |
Employee bonus allocated from earnings (D) (Note 4) |
Employee bonus allocated from earnings (D) (Note 4) |
Employee bonus allocated from earnings (D) (Note 4) |
The sum of A, B, C and D in proportion to Earnings(%) (Note 8) |
The sum of A, B, C and D in proportion to Earnings(%) (Note 8) |
Whether remuneration from any reinvestees other than subsidiaries is received? (Note9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| the Company | Companies included in the financial statement (Note 5) |
the Company | Companies included in the financial statement (Note 5) |
the Company | Companies included in the financial statement (Note 5) |
the Company | Companies included in the financial statement (Note 5) |
the Company | Companies included in the financial statement (Note 5) |
|||||
| Cash dividend | Stock dividend | Cash dividend | Stock dividend | |||||||||||
| Chief Training Officer of Human ResourceDivision |
Lin, Rong-Bin (Note18) |
bove | ||||||||||||
| Same as a | ||||||||||||||
| Deputy GM of Engineering Division | Liou, Jheng-Hong (Note19) |
|||||||||||||
| Finance, Accounting & Corporate Governance Supervisor |
He, Jhong-Ren (Note 20) |
- It should include the information disclosure of the General Manager, Deputy General Manager, Associate Manager, department heads, and branch officers; also, the position equivalent to General Manager, Deputy General Manager, or Associate Manager.
| Breakdown of remuneration of GM & Deputy GM | Name of General Manage,DeputyGeneral Manager | Name of General Manage,DeputyGeneral Manager |
|---|---|---|
| the Company (Note 6) | Companies included in the financial statement(Note 7)E | |
| Less than NT$1,000,000 | Hsieh,Han-Chang,Zeng,Guo-Wei,Hsu,Gui-Zheng | Hsieh,Han-Chang,Zeng,Guo-Wei,Hsu,Gui-Zheng |
| NT$1,000,000(inclusive)~NT$2,000,000 | Bryant Hsu,Liou,Jheng-Hong | Bryant Hsu,Liou,Jheng-Hong |
| NT$2,000,000 (inclusive)~NT$3,500,000 | Wang, Zai-Jheng, Chen, Bi-Lan, Huang, Li-Siang, Lin, Rong-Bin, He,Jhong-Ren |
Wang, Zai-Jheng, Chen, Bi-Lan, Huang, Li-Siang, Lin, Rong-Bin, He,Jhong-Ren |
| NT$3,500,000(inclusive)~NT$5,000,000 | Li,Yuan-Ci,Li,Wei-Yi,Guo,Ci-Syuan,Jiang,Jia-Yu,Lin,Jian-Long | Li,Yuan-Ci,Li,Wei-Yi,Guo,Ci-Syuan,Jiang,Jia-Yu,Lin,Jian-Long |
| NT$5,000,000(inclusive)~NT$10,000,000 | Li,Chang-Lin | Li,Chang-Lin |
| NT$10,000,000(inclusive)~NT$15,000,000 | None | None |
| NT$15,000,000(inclusive)~NT$30,000,000 | None | None |
| NT$30,000,000(inclusive)~NT$50,000,000 | None | None |
| NT$50,000,000(inclusive)~NT$100,000,000 | None | None |
| NT$100,000,000 above | None | None |
| Total | 16 | 16 |
Note 1: Names of General Manager and Deputy General Manager should be separately disclosed. The amount of remunerations should be disclosed in summary. If a director concurrently serves as the General Manager or Deputy General Manager, this Form and Form Schedule 1 of page 19 must be filled out.
Note 2: It refers to the General Manager and Deputy General Manager’s salary, special responsibility allowance, and severance pay.
Note 3: It refers to the bonuses, incentives, transportation allowance, special allowance, the provision of dormitory and vehicle, and other compensations received by the General Manager and Deputy General Manager in the recent year. When a house, car, and other transportation or personal expense are provided, the nature and cost of the assets provided, the actual or estimated rental expense based on a fair market price, gas expense, and other payments should be disclosed. Further, if a chauffeur is assigned, please also describe the relevant compensation paid to such chauffeur in the Note. However, such amount shall not be included in the remuneration. In addition, the salary expense recognized in accordance with IFRS 2 “Share-based payment” includes the acquisition of employee stock warrant, employee restricted stock, and subscription of new shares from cash capitalization.
-
29 -
-
Note 4: It refers to the employee remuneration (including stock and cash) received by the General Manager and Deputy General Manager that is distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of board of directors and such proposal has not been submitted to the Shareholders’ Meeting for approval. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. Form Schedule 3 of page 23 shall be filled out as well.
Note 5: Disclose the total amount of remuneration paid to the General Manager and Deputy General Manager by all the companies (including the Company) included in the consolidated financial statements. Note 6: Disclose the name of the General Manager and Deputy General Manager in the respective range of total remuneration received from all the Company.
-
Note 7: Disclose the total amount of remuneration paid to the General Manager and Deputy General Manager by all the companies (including the Company) included in the consolidated financial statements. Disclose the name of the the General Manager and Deputy General Manager in the respective range of total remuneration received.
-
Note 8: It refers to the net income of the recent year. After the adoption of IFRS, it refers to the net income in the individual or independent financial statements of the recent year.
-
Note 9: a. It is required to specify in this column the relevant remuneration amount the General Manager and Deputy General Manager of the Company received from the reinvested companies other than the subsidiaries.
-
b. If the General Manager and Deputy General Manager have received the relevant remuneration from the reinvested companies other than the subsidiaries, the received amount should be included in Column E. In addition, the column title shall be revised as “All reinvested companies.”
-
c. Remuneration shall mean the compensation, reward, employee bonus, and expense for business operation paid to the Company’s the General Manager and Deputy General Manager by the reinvested companies other than the subsidiaries and such the General Manager and Deputy General Manager concurrently serve(s) as director(s), supervisor(s), or managerial officer(s) of the reinvested companies.
Note 10: GM Hsieh, Han-Chang has being approved at the Board of Directors August 2020, Newly appointed and concurrently served as COO.
Note 11: GM Li, Chang-Lin has being approved at the Board of Directors August 2020 re-appointed as Project GM.
Note 12: Deputy GM Bryant Hsu has being approved at the Board of Directors August 2020 Newly appointed.
Note 13: GM Li, Wei-Yi has being approved at the Board of Directors August 2020 re-appointed as Project GM of COO Office.
Note 14: GM Guo, Ci-Syuan has being approved at the Board of Directors August 2020 Serving as Guest Room Business Unit concurrently, Guest Room Division of Taipei Branch & GM of Marketing Business Division. Note 15: Deputy GM Hsu, Gui-Zheng has being approved at the Board of Directors August 2020 Newly appointed.
Note 16: GM Jiang, Jia-Yu has being approved at the Board of Directors August 2020 re-appointed as Task Force Deputy GM of COO Office.
Note 17: Deputy GM Zeng, Guo-Wei has being approved at the Board of Directors August 2020 Newly appointed.
Note 18: Deputy GM Lin, Rong-Bin has being approved at the Board of Directors August 2020 re-appointed as Chief Training Officer of Human Resource Division.
Note 19: Deputy GM Liou, Jheng-Hong has being approved at the Board of Directors August 2020 re-appointed as Counselor of Engineering Dept. of Taipei Branch.
-
Note 20: Senior Assistant manager He, Jhong-Ren has being approved at the Board of Directors May 2021 Serving as Corporate Governance Supervisor concurrently.
-
The concept of the “compensation” disclosed in this Form is different from the income defined under the Income Tax Law. Therefore, the purpose of this Form is for information disclosure not for taxation.
-
30 -
December 31, 2020
Unit : NTD
3. Employee bonus amount paid to managerial officers
| December 31, 2020 Unit:NTD |
||||||
|---|---|---|---|---|---|---|
| Job Title(Note 1) | Name(Note 1) | Stock | Cash | Total | Proportion to Earnings After Tax(%) | |
| Managerial Officer (Note 3) |
GM & COO | Hsieh,Han-Chang(Note 5) | 0 | 0 | 0 | 0.00% |
| Project GM | Lee,Chang-Lin(Note 6) | |||||
| DeputyGM & Chairman’s Special Assistant | Bryant Hsu(Note 7) | |||||
| GM of CateringBusiness Unit & GM of Taipei Branch | Li,Yuan-Ci | |||||
| Project GM of COO Office | Li,Wei-Yi(Note 8) | |||||
| GM of Hsinchu Branch | Wang,Zai-Jheng | |||||
| Guest Room Business Unit & Guest Room Division of Taipei Branch, GM of Marketing Business Division and concurrently as GM of Kaohsiung Branch |
Guo, Ci-Syuan (Note 9) | |||||
| Deputy GM of Catering Business Unit & Executive Chef of Chinese food CulinaryCenter |
Lin, Jian-Long | |||||
| Task Force DeputyGM of COO Office | Jiang,Jia-Yu(Note 10) | |||||
| DeputyGM of CateringDivision of Taipei Branch | Chen,Bi-Lan | |||||
| Catering Division of Taipei Branch Deputy GM of Business Promotion Dept. |
Huang, Li-Siang | |||||
| DeputyGM of Human Resource Division | Zeng,Guo-Wei(Note 11) | |||||
| Chief TrainingOfficer of Human Resource Division | Lin,Rong-Bin(Note 12) | |||||
| DeputyGM of EngineeringDivision | Liou,Jheng-Hong (Note 13) | |||||
| DeputyGM of KaohsiungBranch | Hsu,Gui-Zheng(Note 14) | |||||
| Finance,Accounting& Corporate Governance Supervisor | He,Jhong-Ren(Note 15) |
Note 1: Names and job title of each individual should be separately disclosed. The amount of remunerations can be disclosed in summary.
Note 2: It refers to the employee remuneration (including stock and cash) received by the managerial officers that is distributed in accordance with the proposal for distributing the recent year’s earnings adopted at a meeting of board of directors and such proposal has not been submitted to the Shareholders’ Meeting for approval. If such amount is unable to be estimated, the amount can be determined in accordance with the actual distribution ratio for last year. It refers to the net income of the recent year. After the adoption of IFRS, it refers to the net income in the individual or independent financial statements of the recent year. Note 3: The scope of application for managers is defined in accordance with the Tai.Chai.Chen (III) No. 0920001301 Letter dated March 27, 2003 by the SEC as follows:
(1) General Manager and the equals; (2) Deputy General Manager and the equals; (3) Associate Manager and the equals; (4) General Manager of Finance Departmant;
(5) General Manager of Accounting Department; (6) Managerial officers and the individuals authorized to sign;
Note 4: If Directors, General Manager and Deputy General Manager` have collected employee remuneration (including stock and cash), in addition to filling out Form Schedule 1 of page 19 & Schedule 2 of page 21, please fill out this Form too.
Note 5: GM Hsieh, Han-Chang has being approved at the Board of Directors August 2020, Newly appointed and concurrently served as COO.
Note 6: GM Li, Chang-Lin has being approved at the Board of Directors August 2020 re-appointed as Project GM.
Note 7: Deputy GM Bryant Hsu has being approved at the Board of Directors August 2020 Newly appointed.
Note 8: GM Li, Wei-Yi has being approved at the Board of Directors August 2020 re-appointed as Project GM of COO Office.
Note 9: GM Guo, Ci-Syuan has being approved at the Board of Directors August 2020 Serving as Guest Room Business Unit concurrently, Guest Room Division of Taipei Branch & GM of Marketing Business Division. Note 10: Deputy GM Hsu, Gui-Zheng has being approved at the Board of Directors August 2020 Newly appointed.
Note 11: GM Jiang, Jia-Yu has being approved at the Board of Directors August 2020 re-appointed as Task Force Deputy GM of COO Office.
Note 12: Deputy GM Zeng, Guo-Wei has being approved at the Board of Directors August 2020 Newly appointed.
Note 13: Deputy GM Lin, Rong-Bin has being approved at the Board of Directors August 2020 re-appointed as Chief Training Officer of Human Resource Division. Note 14: Deputy GM Liou, Jheng-Hong has being approved at the Board of Directors August 2020 re-appointed as Counselor of Engineering Dept. of Taipei Branch. Note 15: Senior Assistant manager He, Jhong-Ren has being approved at the Board of Directors May 2021 Serving as Corporate Governance Supervisor concurrently.
-
31 -
-
Specify and compare the remuneration of Director, Supervisor, General Manager and Deputy General Manager of the Company in proportion to the earnings after tax from the Company and companies included in the consolidated financial statements over the last two years, and specify the policies, standards, combinations, and procedures of decision-making for remuneration and their correlation with business performance and future risk:
Unit : NTD
| Title | 2020 | 2020 | 2020 | 2020 | 2019 | 2019 | 2019 | 2019 |
|---|---|---|---|---|---|---|---|---|
| Total remuneration | Remuneration / standalone net income ratio (%) |
Total remuneration | Remuneration / standalone net income ratio (%) |
|||||
| The Company | Companies Included in the Financial Statement |
The Company |
Companies Included in the Financial Statement |
The Company |
Companies Included in the Financial Statement |
The Company | Companies Included in the Financial Statement |
|
| Director | 12,936,000 | 12,996,000 | 496.07% | 498.37% | 28,800,000 | 28,860,000 | 7.51% | 7.52% |
| Supervisor (Note 1) | - | - | - | - | - | - | - | - |
| General Manager & Deputy General Manager |
41,547,102 | 41,547,102 | 1,593.25% | 1,593.25% | 42,281,698 | 42,281,698 | 11.02% | 11.02% |
-
(1) Remuneration policy, standard and combination:
-
a. The remuneration of the directors and supervisors of the company includes carriage fees and remuneration (up to 4% of the annual profit according to the company's articles of Incorporation), If any other remuneration is paid in the future, it will be paid in accordance with Article 22 of the Articles of Incorporation of the Company. please review the pages 71-72 for related instructions.
-
b. The remuneration and salary of the general manager and deputy general managers of the company will be paid based on personal professional experience and reference to the usual standards of the same industry. In addition, bonuses will be issued based on the achievement rate and growth rate, risk, and performance of each person based on their performance.
(2) Procedure for setting remuneration
The board of directors of the company passed the "Regulations for the Salary and Compensation Committee" in December, 2011, and established the Salary and Compensation Committee in accordance with the organizational rules to formulate the remuneration of directors, supervisors and managers.
The remuneration committee of the company sets and regularly evaluates the remuneration of directors, supervisors and managers. The remuneration of directors and supervisors must be approved by the board of directors and shareholders, and the remuneration of the general manager and deputy general managers must be approved by the board of directors.
-
(3) Relevance to business performance and future risks
-
a. The remuneration of the directors and supervisors of the company is paid in accordance with the earnings distribution plan passed by the shareholders meeting, and is related to the company's operating performance. The salary and compensation committee regularly evaluates the performance of individual directors and supervisors and the company's operating performance and the reasonableness of the relationship between future risks.
-
b. The remuneration committee regularly evaluates the reasonableness of the relationship between the performance of individual managers and the company’s operating performance and future risks to determine the remuneration.
Note 1 The company’s general meeting of shareholders has been re-elected since June 6, 2018, and the supervisor was replaced by an audit committee.
- 32 -
3. The state of Implementation of Corporate Governance
1. Operations of Board of Directors
(1) The Board held eight (A) meetings in 2020. The attendance record of Directors is listed below:
| Job Title | Name (Note 1) | Actual attendance (B) |
Attendance by proxy |
Actual attendance rate (%) (B/A) (Note 2) |
Remark |
|---|---|---|---|---|---|
| Chairman | Emmet Hsu | 0 | 8 | 0% | |
| Director | Yeang Der Investment Co., Ltd. Representative / Hsu,Shu-Wan |
8 | 0 | 100% | |
| Director | Shin-Po Investment Co., Ltd. Representative / Lin,Po-Fong |
6 | 2 | 75% | |
| Director | Huo Sheng Investment Ltd. Representative / Li,Chang-Lin |
0 | 8 | 0% | |
| Director | Yeang Der Investment Co., Ltd. Representative / Lin,Zhan-Chuan |
7 | 1 | 88% | |
| Director | Chan Der Investment Corp. Representative / Li,Dong-Liang |
7 | 1 | 88% | |
| Director | Yeang Der Investment Co., Ltd. Representative / Kuo,Tun-Yu |
1 | 7 | 13% | |
| Director | Shihlin Electric & Engineering Corp. Representative / Lin,Han-Dong |
8 | 0 | 100% | |
| Director | Ting Lin Enterprise Co., Ltd. Representative / Du,Heng-Yi |
8 | 0 | 100% | |
| Director | Shihlin Electric & Engineering Corp. Representative / Bryant Hsu(Note 3) |
6 | 0 | 75% | |
| Director | Shihlin Electric & Engineering Corp. Representative / Hsieh,Han-Chang |
8 | 0 | 100% | |
| Director | Chan Der Investment Corp. Representative / Lin,Xing-Guo |
8 | 0 | 100% | |
| Independent Director |
Liang, Wen-Jing | 8 | 0 | 100% | |
| Independent Director |
Huang, Ya-Huei | 8 | 0 | 100% | |
| Independent Director |
Li, Shu-Jhen | 8 | 0 | 100% |
Note 1: The names of corporate shareholders and names of representatives shall be disclosed in case the director and Independent Director are corporate organizations.
Note 2: (1) In case any director or supervisor resigns before the end of the year, mark the date of resignation on the remarks and the actual attendance rate (%) is calculated by the number of meeting attended during his/her term at the Board of the Directors and the number of actual attendance for calculation.
(2) In case of any director and supervisor reelection before the end of the year, fill in the new and former directors and supervisors in addition to marking the director and supervisor as new or former term, and date of reelection. The actual attendance rate (%) is calculated by the number of meeting attended during his/her term at the Board of the Directors and the number of actual attendance for calculation.
Note 3: Director Bryant Hsu, the representative of Shihlin Electric & Engineering Corp., resigned on January 7, 2021, and the representative will not be reassigned for the time being.
-
33 -
-
Other matters to be recorded:
-
(1) The matters listed in Article 14-3 of the Securities and Exchange Act and other board meeting decisions that have been opposed or reserved by independent directors and have records or written statements: Please refer the pages 58-60.
-
(2) In instances where a Director’s circumvention due to the conflict of interest, the minutes shall clearly state the Director's name, contents of the motion and resolution thereof, reason for such circumvention and the voting status:
-
A. The 13[th] meeting of the 21[st] Board of Directors on November 03, 2020.
- Proposal content: Donation to the "Memorial Foundation of Mr. Ching-Teh Hsu".
-
Interest avoidance directors: Emmet Hsu, Hsu, Shu-Wan, Hsieh, Han-Chang, Bryant Hsu. Reason for such circumvention and the voting status:
- According to the provisions of Article 206 of the Company Law, except for the directors of interested parties who are not allowed to participate in the voting due to the need to evade, all other directors who can participate in the voting are passed without objection after consultation by the acting chairman.
-
(3) The listed company should disclose the evaluation cycle and period, evaluation scope, method and evaluation content of the self (or peer) evaluation of the board of directors: Please refer the pages 31.
-
(4) The objectives of strengthening the functions of the board of directors in the current and recent years (such as establishing an audit committee, enhancing information transparency, etc.) and evaluation of the implementation:
-
A. Approved the drafting of the “Code of Integrity Management” and “Code of Practice for Corporate Governance” on November 3, 2015, the 20[th] session of the 3[rd] Board of Directors Approved the proposal of revising the “Code of Practice for Corporate Governance” on November 9, 2016, and approved the proposal on May 7, 2019.
Approved the “Standard Operating Procedures for Handling Directors' Requests” at the 5[th] meeting of the 21[st] session of the board of directors.
Approved the revised "Rules of Procedures of the Board of Directors" , " Rules for the Election of Directors ", "Regulations on the Scope of Duties of Independent Directors" and "Board Performance Evaluation Measure" at the 13[th] meeting of the 21[st] session of the Board of Directors on November 3, 2020. It have made the operation of the board of directors more institutionalized.
- B. Increase information transparency
The company is committed to improving information transparency and paying attention to shareholders' rights and interests. After the meeting of the board of directors, important resolutions will be announced on the company's website immediately.
- C. Directors' study situation
Please refer the pages 60-64 for details.
-
(5) Whether the Chairman, General Manager and Manager in charge of financial or accounting affairs have worked in the firm of the current certified public accountant or its affiliated company in the past year: None.
-
34 -
-
Assessment of the implementation of the Board of Directors:
| Assessment Circle |
Assessment Period | Assessment Scope |
Assessment Measure |
Assessment Content |
|---|---|---|---|---|
| Performed regularly once a year |
January 1, 2020 to December 31, 2020 |
Performance evaluation of the overall board of directors, individual director members and functional committees. |
Internal self- evaluation of the board of directors, self- evaluation of board members and self-evaluation of functional committees. |
The measurement items for the performance evaluation of the board of directors include the following five aspects: 1. Participation in the operation of the company 2. Improve the quality of board decisions 3. Board composition and structure 4. Director selection and continuing education 5. Internal Control The measurement items for the performance evaluation of directors include the following six aspects: 1. Mastery of company goals and tasks 2. Awareness of Directors' Responsibilities 3. Participation in the company's operations 4. Internal relationship management and communication 5. Professional and continuing education of directors 6. Internal Control The measurement items of functional committee performance evaluation include the following five aspects: 1. Participation in the operation of the company 2. Committee's responsibilities 3. Improve the quality of committee decisions 4. Committee composition and member selection 5. Internal Control |
The company has completed the year 2020 board performance self-evaluation, and the results of the evaluation have been submitted to the 14[th] board of director report of the 21[st] session on March 9, 2021, as a basis for review and improvement. The results of the performance evaluation of the board of directors are between 5 points of "strongly agree" and 4 points of "agree". Directors mostly agree with the operation of various evaluation indicators. The evaluation of the board and the functional committees as a whole work well and meet the requirements of corporate governance. And effectively strengthen the functions of the board of directors and safeguard the interests of shareholders.
- 35 -
2. Operations of Audit Committee
(1) The Board held eight (A) meetings in 2020. The attendance record of Directors is listed below:
| Job Title | Name(Note 1) | Actual attendance (B) |
Actual attendance rate (%) (B/A) (Note2) |
Remark |
|---|---|---|---|---|
| Independent Director | Liang,Wen-Jing | 8 | 100% | |
| Independent Director | Huang,Ya-Huei | 8 | 100% | |
| Independent Director | Li,Shu-Jhen | 8 | 100% | |
| Other items to be recorded: 1. The Audit Committee shall record the convene date, the term, the content of the proposal the Board Meeting, and the resolution of Audit Committee and the Company's treatment to the resolution of the Audit Committee if any of the following circumstances occurs. A. Items listed in Article 14-5 of the Securities and Exchange Act: Approved to be submitted to the board of directors. (1) Approved by the 8thmeeting of the 21stBoard of Directors on March 10, 2020. a. Recognition of 2019 business report and financial statement. b. Recognition of the 2019 distribution surplus. c. Submission of 2019 “Internal Control Statement” based on the results of self-inspection. (2) Approved by the 9thmeeting of the 21stBoard of Directors on April 14, 2020. a. Recognition of the 2019 surplus distribution amendment. (3) Approved by the 10thmeeting of the 21stBoard of Directors on May 5, 2020. a. Proposal for amendment to “Regulations Governing of Implementation of Internal Control” and “Regulations Governing of Implementation of Internal Auditing”. (4) Approved by the 12thmeeting of the 21stBoard of Directors on August 4, 2020. a. Recognition of 2020 business report and financial statement for the second quarter. b. Proposal for amendment to “Regulations Governing of Implementation of Internal Control” and “Regulations Governing of Implementation of Internal Auditing”. c. The company's audit supervisor change case d. The company’s managerial position change case. (5) Approved by the 13thmeeting of the 21stBoard of Directors on November 3, 2020. a. Proposal of 2020 compensation to CPAs. b. Donation to the "Memorial Foundation of Mr. Ching-Teh Hsu" proposal. (6) Approved by the 14thmeeting of the 21stBoard of Directors on March 9, 2021. a. Recognition of 2020 business report and financial statement. b. Recognition of distribution of 2020 surplus. c. Submission of 2020 “Internal Control Statement” based on the results of self-inspection. (7) Approved by the 15thmeeting of the 21stBoard of Directors on May 4, 2021. a. Proposal for amendment to “Regulations Governing of Implementation of Internal Control” and “Regulations Governing of Implementation of Internal Auditing”. B. In addition to the preceding matters, other matters that have not been approved by the Audit Committee and have been approved by more than two-thirds of all Directors: None. 2. The names of Independent Directors, the contents of the proposals, the reasons for avoidance of conflicts of interest and the participation of voting shall be clearly recorded if there is any implementation of avoidance of conflicts of interest to any Independent Director: None. 3. Communication between the independent directors and the internal audit supervisor and CPAs (please record the covered major issues, methods and results of the communication for the Company's financial and business conditions): |
- 36 -
A. Summary of the communication between independent directors and the internal audit supervisor:
| B. | Date | Communication focus |
|---|---|---|
| 2020.03.10 | 1. 2019 annual auditplans execution situation report. | |
| 2020.05.05 | 1. The first quarter of 2020 audit plans execution report. 2. "Regulations Governing of Implementation of Internal Control" and "Regulations Governing of Implementation of Internal Auditing" revised reports. |
|
| 2020.08.04 | 1. The first half of 2020 audit plans execution report. 2. "Regulations Governing of Implementation of Internal Control" and "Regulations Governing of Implementation of Internal Auditing" revised reports. |
|
| 2020.11.03 | 1. The thirdquarter of 2020 auditplans execution report. | |
| 2021.03.09 | 1. 2020 annual auditplans execution situation report. | |
| 2021.05.04 | 1. The first quarter of 2021 audit plans execution report. 2. "Regulations Governing of Implementation of Internal Control" and "Regulations Governing of Implementation of Internal Auditing" revised reports. |
|
| Summaryof the communication between independent directors and CPAs: | ||
| Date | Communication focus | |
| 2020.03.10 | 1. Arrange for the CPA to brief the Audit Committee and explain the 2019 Financial Statements and Consolidated financial statements. 2. CPA discusses and communicates on issues consulted by audit committee members andparticipants. |
|
| 2020.08.04 | 1. Arrange for CPA to brief the Audit Committee and explain Consolidated financial statements for the second quarter of 2020. 2. CPA discusses and communicates on issues consulted by audit committee members andparticipants. |
|
| 2021.03.09 | 1. Arrange for the CPA to brief the Audit Committee and explain the 2020 Financial Statements and Consolidated financial statements. 2. CPA discusses and communicates on issues consulted by audit committee members andparticipants. |
3. Corporate Governance Supervisor:
The board of directors appoints the company's chief financial & accounting officer / He, Jhong-Ren, the senior assistant manager serving as corporate governance supervisor concurrently, to response for corporate governance-related matters, including handling matters related to the board of directors, audit committee, remuneration committee, and shareholder meetings in accordance with the law; assisting directors in appointment and continuing education; providing directors with information needed to perform their business; and assisting directors in complying with laws and regulations.
- 37 -
4. The state of the company's implementation of corporate governance, any discrepancy of such implementation from the Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such discrepancy:
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 1. If the company has established corporate governance policies based on TSE Corporate Governance Best Practice Principles? |
V | The company has established corporate governance policies based on TSE Corporate Governance Best Practice Principles, which has been reviewed and approved by the Board of Directors. The company discloses policies through company website (http://investor.ambassador-hotels.com/). |
None |
|
| 2. Shareholding Structure & Shareholders’ Rights (1) Method of handling shareholder suggestions or complaints? (2) The company’s possession of a list major shareholders and a list of ultimate owners of these shareholders? (3) Risk management mechanism and firewall the company and its affiliates? (4) If the company has established internal policies prohibiting insider trading on undisclosed information? |
V V V V |
The company has established procedures and designated spokesperson and deputy spokesperson to handle shareholder suggestions or complaints. The company tracks shareholdings of directors, officers and shareholding more than 10% of the outstanding shares, and discloses those information on regular basis as requied. The company has established appropriate internal control procedures, in line with regulations guideline, to streamline financial transactions between the company and affiliates. The company has put internal policy "Preventing Insider Trading" into place to well manage the risk of insider trading on undisclosed information. |
None None None None |
|
| 3. Composition and responsibilities of the Board of Directors (BOD) (1) Whether the Board of Directors establish and implement a diversification policy for the composition of the BOD? |
V | The company has established a BOD diversification policy in the "Code of Practice on Corporate Governance", which stipulates that the composition of the board of directors should include but not limited to different criteria, such as, gender, age, nationality, culture, professional background, professional skills and industry experience. And in order to achieve the ideal goal of corporate governance, the BOD members should have business insight, accounting and financial analysis, operation management, crisis management, industry knowledge, international market outlook, leadership and decision-making capabilities. As for the overall required capabilities of the BOD members please refer to corporate website (http://investor.ambassador-hotels.com/) |
None |
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| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (2) If the Company plan to set up other functional Board committees in addition to the Compensation Committee and the Audit Committee which are required by regulation? (3) Does the company formulate mechanism for evaluating the performance of its Board of Directors, on an annual basis, report the results of performance to the Board of Directors, and use the results as reference for directors’ remuneration and renewal? (4) Does the Company regularly evaluate its external auditors’ independence? |
V V V |
The company has set up the Social Responsibility Committee, which regularly reports to the Board of Directors. The company has established mechanism for evaluating the performance of its Board of Directors, and conducts performance evaluation process on annual basis. The company’s certified public accountants are accountants Huang, Jian-ze and Fu, Wen-fang from Ernst & Young. The company has evaluated their independence based on the following eight criteria, including, financial benefits, financing and guarantees, business relationships, family and personal relationships, employment relationships, gifts and special offers, and the rotation of certified public accountants. The 2020 independence assessment report of certified public accountants which attached the declaration of independence issued by certified public accountants, has been reviewed and approved by the 14thmeeting of the 21stBoard of Directors meeting on March 9, 2021. |
None None None |
|
| 4. Has the Company appointed competent and appropriate corporate governance personnel and corporate governance officer to be in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors, assisting directors’ compliance of law, handling matters related to board meetings and shareholders’ meetings accordingto law, |
V | The company has set up an appropriate number of corporate governance personnel to be responsible for corporate governance-related matters, and on May 4, 2021, the 15thmeeting of the 21stBoard of Directors approved the establishment of a corporate governance supervisor. |
None |
- 39 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| and recording minutes of board meetings and shareholders’ meetings)? |
||||
| 5. Has the Company established a mechanism of communicating with its Stakeholders (including but not limited to shareholders, employees, customers, suppliers, etc.) or created a Stakeholders Section on its Company website? Does the Company respond to stakeholders’ questions on corporate responsibilities? |
V | The company has set up and maintained a smooth communication channel for all stakeholders including correspondent banks, other creditors, employees, consumers, suppliers, communities, etc. In addition, a special communication column for stakeholders has been set up on the company's website as well as an e-mail box ([email protected]) so as to appropriately respond to important corporate social responsibility issues of stakeholders. |
None |
|
| 6. Does the company appoint a professional stock affairs agency to handle the the shareholders meeting? |
V | The company handles the affairs of the shareholders meeting on its own. | The company handles the affairs of the shareholders meetingon its own. |
|
| 7. Information Disclosure (1) Does the Company establish a corporate website to disclose information regarding its financials and corporate governance status? (2) Other information disclosure channels (e.g. maintaining an English website, assigning personnel to handle information collection and disclosure, appointing spokespersons, webcasting investorsconference etc.) (3) Does the Company announce and report the annual financial statements within two months after the end of the fiscal year, and announce and report the first, second,and thirdquarter financial |
V V |
V | The company discloses information through its corporate website (http://investor.ambassador-hotels.com/)。 1. The company has designated a personnel responsible for collecting company information and reporting various financial and business information on a regular and irregular basis. 2. The company has established a spokesperson mechanism based on the "Company Spokespersons and Deputy Spokespersons Procedure". 3. The shareholders meeting minutes and the company annual report are disclosed on the corporate website in timely manner. 4. The company announces and submits annual financial reports (within three months), financial reports for the first, second, and third quarters (within 45 days)and the operatingstatus of each month(before the 10th of each month) |
None None The annual financial report which is required to announce and file within two months after the end of the fiscal year is still under discussion. Year |
- 40 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| statements as well as the operating status of each month before the prescribed deadline? |
in timely manner to cater for the requirements of the Article 36 of the Securities Exchange Act. |
2020 financial statements were announced and filed on March 25,2021. |
||
| 8. Has the Company disclosed other information to facilitate a better understanding of its corporate governance practices (e.g. including but not limited to employee rights, employee wellness, investor relations, supplier relations, rights of stakeholders, directors’ training records, the implementation of risk management policies and risk evaluation measures, the implementation of customer relations policies, and purchasing insurance for directors)? |
V | 1. Employee rights The company has always been actively cultivating tourism talents, compliant with labor laws and regulations, protecting the rights and interests of employees, truthfully handling labor and health insurance and allocating labor pensions for employees, and has also begun to improve the working environment and facilities of employees. It has set up employee restaurants to provide employees with healthy meals. In terms of employee health management, regular health checkups for in-service employees are conducted. There are also lounges and dormitories, which are convenient for employees to use during their free breaks or night shifts or for employees from other cities. 2. Employee wellness Employees can fully communicate relevant opinions through regular department meetings, labor-management meetings, mailbox and other channels to effectively solve problems and promote good labor relations. As for employee weddings, funerals, celebrations or special accidents, subsidies will be given to employees. Establish health care unit and full- time hired nursing staff and breastfeeding rooms in accordance with the regulation. Appoint external qualified physicians to provide employees with health education, health promotion and hygiene guidance and implementation, prevention and treatment of work-related injuries, health consultation, first aid and emergency treatment. Physicians also assist in the analysis and evaluation of employees' physical and health examination records, prevention of work-related diseases, and proposals for improvement of the working environment, and other on-site health services. 3. Investor relations The companyoccasionallyorganizes briefings to disclose finance and |
None |
- 41 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasons |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| business information with investors, and sets up an investor column on the corporate website so that investors can communicate with the company efficiently. 4. Supplier relations The company maintains a good relationship with suppliers, and has established "Procurement Management Policy" and "Supplier Management Procedure" to well manage suppliers. 5. Stakeholders rights The company policies of the board of directors clearly stipulate that directors should avoid discussion and voting on proposals whenever there is an interest conflict. The company also maintains a smooth communication channel with stakeholders, including correspondent banks, creditors, employees, consumers, suppliers, and communities, and well protect the stakeholders. rights and interests based on the principle of integrity. 6. Directors’ training records Directors and supervisors are appointed occasionally to take refresher training. Please refer to pages 60-64 for information about directors and supervisors' refresher training. 7. Implementation status of risk management policies and risk measurement standards The company adopts preventive strategies for risk management, and conducts regular and irregular audits on risk management implementation; in addition, the company also insures business-related insurance, such as public accident liability insurance, fire insurance..., etc. As for risk management implementation status, please refer to pages 245-249. 8. Implementation status of customer policies The company has formulated internal customer protection policies and procedures for employees to implement according to laws and regulations. For example, the amount collected by the company for selling gift certificates and 50% of the pre-collected membership fee of the fitness center has beenprovided byFirst Bank with a fullperformanceguarantee. |
- 42 -
| Evaluation Item | Evaluation Item | Evaluation Item | Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Implementation Status | Variance and Reasons |
|---|---|---|---|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||||||
| Please refer to the company's website (http://investor.ambassador- hotels.com/) for details on the content of the performance bond contract; For details of the performance guarantee inquiry system, please refer to the website of First Bank(https://www.firstbank.com.tw/A6.3.1.html). |
||||||||
| 9. The improvement status for the result of Corporate Governance Evaluation announced by Taiwan Stock Exchange Based on the results of the 7th Corporate Governance Evaluation, it has voluntarily disclosed the amount and nature of non-audit public expenses paid to the certified public CPAs and its affiliated CPAs firm in the 2020 Annual Report of the shareholders meeting, In the future, it is expected to strengthen the trainings for directors as well as the provision of training information and advocacy for directors to continue their professional training. |
||||||||
| 10. | Managers (GM, Deputy GM, Accounting, Finance, Internal Audit Supervisor, etc.) corporate governance training status: Job Title Name Trainingcourses Traininghours General Manager Hsieh, Han-Chang The future of corporate income Tax under digitalization andglobalization. 3.0 The impact of recent labor law changes on business operations. 3.0 Discussion on the Practice of Enterprise Innovation Reference. 3.0 The Way to Meet Duties of Corporate Responsible Persons with Focus on Corporate Governance in the Prevention of Legal Liabilities. 3.0 Discuss the new thinking of Group tax governance from the future taxation trends of Digital Services Tax and International tax. 3.0 The impact of the amendment to the “Securities Investors and Futures Traders Protection Act” on the company’s directors and supervisors andpractical case analysis. 3.0 |
|||||||
| Job Title | Name | Trainingcourses | Traininghours | |||||
| General Manager | Hsieh, Han-Chang | The future of corporate income Tax under digitalization andglobalization. | 3.0 | |||||
| The impact of recent labor law changes on business operations. | 3.0 | |||||||
| Discussion on the Practice of Enterprise Innovation Reference. | 3.0 | |||||||
| The Way to Meet Duties of Corporate Responsible Persons with Focus on Corporate Governance in the Prevention of Legal Liabilities. |
3.0 | |||||||
| Discuss the new thinking of Group tax governance from the future taxation trends of Digital Services Tax and International tax. |
3.0 | |||||||
| The impact of the amendment to the “Securities Investors and Futures Traders Protection Act” on the company’s directors and supervisors andpractical case analysis. |
3.0 | |||||||
- 43 -
Note 1: Status on Fulfilling Diversified Board Members:
| Diversified core project Name of Director |
Gender |
Operating Judgment |
Accounting & Finance |
Operating Management |
Crisis Management |
Industry Knowledge |
Global Market Knowledge |
Leadership | Decision -making |
Law |
|---|---|---|---|---|---|---|---|---|---|---|
| Emmet Hsu | Male | V | V | V | V | V | V | V | V | |
| Hsu,Shu-Wan | Female | V | V | V | V | V | V | V | V | |
| Lin,Po-Fong | Male | V | V | V | V | V | V | V | V | V |
| Li,Chang-Lin | Male | V | V | V | V | V | V | V | V | |
| Lin,Zhan-Chuan | Male | V | V | V | V | V | V | V | V | |
| Li,Dong-Liang | Male | V | V | V | V | V | V | V | V | |
| Kuo,Tun-Yu | Female | V | V | V | V | V | V | V | V | |
| Lin,Han-Dong | Male | V | V | V | V | V | V | V | V | |
| Du,Heng-Yi | Male | V | V | V | V | V | V | V | V | |
| Bryant Hsu(Note) | Male | V | V | V | V | V | V | V | V | |
| Hsieh,Han-Chang | Male | V | V | V | V | V | V | V | V | |
| Lin,Xing-Guo | Male | V | V | V | V | V | V | V | V | |
| Liang,Wen-Jing | Female | V | V | V | V | V | V | V | V | |
| Huang,Ya-Huei | Female | V | V | V | V | V | V | V | V | V |
| Li,Shu-Jhen | Female | V | V | V | V | V | V | V | V |
Note: Director Bryant Hsu, the representative of Shihlin Electric & Engineering Corp., resigned on January 7, 2021, and the representative will not be reassigned for the time being.
- 44 -
5. Establishment, functions, and operations of the Remuneration Committee:
The company's Board of Directors has established a Remuneration Committee in accordance with the "Remuneration Committee Organizational Regulations" adopted in December 2011 to formulate the remuneration of directors, supervisors and managers. The 21[st] Board of Directors elected members of the 4[th] Remuneration Committee as Liang, Wen-Jing (convenor), Huang, Ya-Huei and Li, Shu-Jhen. The 4[th] Remuneration was held on August 7, 2018, The first meeting of the Committee.
(1) Members of the Remuneration Committee
| Job Title (Note 1) |
Requirements Name |
Over five years of experience and the following professional qualifications |
Over five years of experience and the following professional qualifications |
Over five years of experience and the following professional qualifications |
Independence criteria(Note 2) | Independence criteria(Note 2) | Independence criteria(Note 2) | Independence criteria(Note 2) | Independence criteria(Note 2) | Independence criteria(Note 2) | Independence criteria(Note 2) | Independence criteria(Note 2) | Independence criteria(Note 2) | Independence criteria(Note 2) | Number of other public companies where the person holds the title as Remuneration Committee member |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| University teaching in areas of commerce, law, finance, accounting or related corporate business |
Working as a judge, attorney, lawyer, accountant or other positions that require professional certification |
Work experience in commerce, law, finance, accounting or related corporate experiences |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director | Liang,Wen-Jing | | | | | | | | | | | | 0 | |||
| Independent Director | Huang,Ya-Huei | | | | | | | | | | | | | 1 | ||
| Independent Director | Lee,Shu-Jhen | | | | | | | | | | | | 0 |
Note 1: Please fill in the ID column as a Director, Independent Director or Other.
Note 2: A “√” is marked in the space beneath a condition number when a member has met that condition during the two years prior to election and during his or her period of service. The conditions are as follows:
-
(1) Not employed by the Company or any of the Company’s affiliates.
-
(2) Not a Director or Supervisor of the Company or any of the Company’s affiliates. This restriction does not apply to Independent Directors of subsidiaries in which the Company or its parent company directly or indirectly holds over 50% of the shareholder voting rights.
-
(3) Not holding over 1% of company shares or being a top 10 natural person shareholder in one’s own name, held by a spouse or underage child, or held by nominee agreement.
-
(4) Not a spouse, kin at the second pillar under the Civil Code, or the lineal blood relatives within the third pillar under the Civil Code as specified in (1) through (3).
-
(5) Not a Director, Supervisor or employee of a corporate shareholder who holds more than 5% of the outstanding shares issued by the Company, or a Director, Supervisor or employee of a corporate shareholder who is among the top 5 shareholders.
-
(6) Not a Director, Supervisor, Manager or shareholder holding more than 5% of the outstanding shares of specific company or institution in business or financial relation with the Company.
-
(7) Not a professional, owner, partner, Director, Supervisor, manager of proprietorship, partnership, company or institution that provide business, legal, financial and accounting services to the Company or its affiliates or a spouse to the aforementioned persons.
-
(8) Not under any of the categories stated in Article 30 of the Company Law.
-
(9) Not a professional, owner, partner, Director, Supervisor, manager of proprietorship, partnership, company or institution, or a spouse that provides business, legal, financial and accounting services to the Company or its affiliates with rewarded remuneration not exceeding NTD 500,000 within last two years. Notwithstanding, this shall not apply to the Remuneration Committee members, or members of special committee of public company for merger/consolidation and acquisition who perform their duties in accordance with the Securities Exchange Act and Business Mergers and Acquisitions Act.
-
(10) Not under any of the categories stated in Article 30 of the Company Law.
-
45 -
-
Operations of the Remuneration Committee
-
(1) The Company’s Remuneration Committee consists of 3 members.
-
(2) Current term of office: August 7, 2018~June 5, 2021. The Committee held 3 ( A ) meetings in the 2020 and the attendance of the Committee members is summarized as follows:
| Job Title | Name | Actual attendance (B) |
Attendance by proxy |
Actual attendance rate (%) (B/A) (Note) |
Remark |
|---|---|---|---|---|---|
| Convener | Liang, Wen-Jing | 3 | 0 | 100% | Note 3 |
| Member | Huang, Ya-Huei | 3 | 0 | 100% | Note 4 |
| Member | Lee, Shu-Jhen | 3 | 0 | 100% | Note 3 |
| Other notes: 1. If the Board of Directors does not adopt, or amends, the Remuneration Committee’s suggestions, please specify the meeting date, term, contents of motion, resolution of the Board of Directors, and the Company's handling of the Remuneration Committee’s opinions (If the remuneration ratified by the Board of Directors is superior than that suggested by the Remuneration Committee, please specify the deviation and reasons thereof): N/A 2. For resolution(s) made by the Remuneration Committee with the Committee members voicing opposing or qualified opinions on the record or in writing, please state the meeting date, term, contents of motion, opinions of all members and the Company's handling of the said opinions: N/A |
-
Note: (1) Where an Remuneration committee's member may be relieved from duties before the end of the fiscal year, please specify their Resignation date in the ‘Remarks” Section. Their actual attendance rate (%) to Remuneration committee session shall be calculated on the basis of the number of meetings called and actual number of sessions he/she attended, during his/her term of office.
-
(2) Where an election may be held for filling the vacancies of Remuneration committee's member before the end of the fiscal year, please list out both the new and the discharged Remuneration committee's member and specify the new, the discharged and the reelected Independent Directors and the election date in the ‘Remarks’ Section. Their actual attendance rate(%) of the Remuneration Committee's meetings shall be calculated on the basis of the number of meetings called and actual number of sessions he/she attended, during his/her term of office.
-
(3) Liang, Wen-Jing, Lee, Shu-Jhen are members of the 4th Remuneration Committee and took office on August 7, 2018. (4) Huang, Ya-Huei is a member of the 3rd and 4th Remuneration Committee and was reelected on August 7, 2018.
-
Important resolutions of the Remuneration Committee in the most recent year and as of the printing date of the annual report
| Conference Name | Meeting Date |
Important Resolution | Resolution Result |
Remuneration Committee members’ opinions |
|---|---|---|---|---|
| 4thmeeting of the 4st Remuneration Committee |
2020.01.16 | 1. Proposal of the company's manager's year-end bonus distribution plan of 2019. 2. Proposal of distribution Director compensation and employee remuneration year 2019 the total numberofcases. |
Approved Unanimously. |
No objection. |
| 5thmeeting of the 4st Remuneration Committee |
2020.08.04 | 1. Proposal of changes of managers personnel. |
Approved Unanimously. |
No objection. |
| 6thmeeting of the 4st Remuneration Committee |
2021.01.28 | 1. Proposal of the company's manager's year-end bonus distribution plan of 2020. 2. Proposal of distribution Director compensation and employee remuneration year 2020 the total number of cases. |
Approved Unanimously. |
No objection. |
- 46 -
6.. Status on Performing Social Responsibility and Comparison Against Corporate Social Responsibility Best Practice Principles for TWSE/GTSM-Listed Companies and Their Reasons:
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasions |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 1. Does the Company follow materiality principle to conduct risk assessment for environmental, social and corporate governance topics related to company operation, and establish risk management related policy or strategy? 2. Does the Company have a dedicated (or ad- hoc) CSR organization with Board of Directors authorization for senior management, which reports to the Board of Directors? 3. Environmental Topic (1) Has the Company set an environmental management system designed to industry characteristics? |
V V V |
The company has established a "Corporate Social Responsibility Committee", formulated the "Code of Practice for Corporate Social Responsibility" and got the approval from the board of directors. The implementation status of corporate social responsibility in 2019 is summarized on page 45 of the company's annual report. The details are disclosed in the company's corporate social responsibility report, which has been reviewed and reported at the board of directors. 1. The company has set up a corporate social responsibility committee, led by the COO, and appointed a secretary unit to coordinate related projects. The committee members are the head of departments concerned. 2. The committee is responsible for the proposal and implementation of corporate social responsibility policies, procedures, guidelines and specific action plans. The committee reports to the board of directors on a regular basis. 3. At the 14thmeeting of the 19stBoard of Directors in 2015, the establishment of the Corporate Social Responsibility Committee and related procedures have been reported and approved. The committee shall prepare the annual corporate social responsibility report and present it to the board of directors meeting annually. The company does not yet required to apply ISO14001 or similar environmental management verification system. However the company has established an appropriate environmental management mechanism to comply with domestic environmental safetyregulations. |
None None None |
- 47 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasions |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (2) Is the Company committed to improving resource efficiency and to the use of renewable materials with low environmental impact? (3) Does the Company evaluate current and future climate change potential risks and opportunities and take measures related to climate related topics? (4) Does the Company collect data for greenhouse gas emissions, water usage and waste quantity in the past two years, and set energy conservation, greenhouse gas emissions reduction, water usage reduction and other waste management policies? |
V V V |
The company is committed to improving the utilization efficiency of various resources, such as (1) Launch the "Environmental Protection and Love the Earth" project to reduce the consumption of disposable personal toiletries. (2) The air conditioner in the restaurant is updated to a multi- connected inverter device, which saves the power consumption of the air conditioner. (3) Implement air-conditioning temperature control and replace lighting equipment with LED lamps to effectively save energy. (4) The engineering department regularly maintains various equipment to improve the utilization efficiency of water, electricity, gas and other resources. Climate change is a global popular topic. The company is aware of the impact of climate change on its business operation, and is implementing a policy of energy saving, carbon reduction and greenhouse gas reduction. The company has disclosed its greenhouse gas emissions, water consumption, and total waste weight in the company's corporate social responsibility report for the past two years. Actions of energy saving, carbon reduction and greenhouse gas reduction are listed as follows 1. Set up an energy saving team to be responsible for supervision and evaluation. 2. Formulate energy-saving procedures. The actions are listed as follows: a. Air-conditioning temperature control in the whole building. b. Promotespaperless e-office. |
None None None |
- 48 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasions |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 4. Social Topic (1) Does the Company set policies and procedures in compliance with regulations and internationally recognized 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? |
V V |
c. Replace the lighting equipment with LED lamps. d. Purchase energy-saving equipment and maintain it regularly to improve use efficiency. e. Launch an environmentally friendly housing project, make a slogan to encourage customers to reduce energy consumption together... etc. 3. Conduct energy saving training programs to promote consensus among all employees. 4. Set up the goal of the annual power saving rate as 1%, since 2014, 5. Perform regular tracking and review on implementation. The company has always been actively cultivating tourism talents, following up labor laws, respecting internationally recognized basic labor human rights principles, protecting employees' benefits. The company also established an employment policy without discrimination to ensure fairness on compensation, employment conditions, and training and promotion opportunities. Please refer to pages 85~88 for the implementation status. The company has formulated the human resource management policies which are compliant with the Labor Standards Act and set up the employee welfare committee, which’s members are elected by the employees, to handle various welfare matters. The company performs the annual employee performance review based on the following criteria, personal ability, the contribution to the company and performance, and the evaluation is positively correlated with operating performance. |
None None |
- 49 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasions |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (3) Does the Company provide employees with a safe and healthy working environment, with regular safety and health training? (4) Has the Company established effective career development training plans? |
V V |
The company provides employee with labor insurance and health insurance in accordance with regulations, and conducts regular employee health checkups. It also has a health-care unit that provides professional medical services and consultations. It also organizes regular safety and health training courses for employees and promotes the company's safety and health procedures. Please refer to pages 85~88 for the implementation status. In order to meet the development needs of employees of all levels, a dual-track development system for professional and managerial career paths is constructed, and career development maps are planned for different positions. Various professional courses or development opportunities are provided through personal development plans jointly developed by supervisors and employees, such as: overseas study, employee long-term career planning. That will balance the pursuit of excellent performance of the company and individual at the same time. To stimulate the organization and promote cadre rejuvenation, the company selects outstanding employees for further talent development. Each branch implements MA development plan. The MA candidates are selected by the heads of department and will take an one-year training and assessment program. During this period, the cross-departmental supervisors will be appointed as mentors to provide guidance to MA in terms of work skills and problem solving capabilities. It also conducts a series of leadership training courses to strengthen the leadership and execution capabilities. At the same time, those mentors improve their leadership and management capabilities as well. |
None None |
- 50 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasions |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (5) Does the Company’s product and service comply with related regulations and international rules for customers ’ 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 related standards on the topics of environmental, occupational safety and health or labor right, and their implementation status? |
V V |
The company tries its best to protect consumer rights, and implemented consumer right protection clauses in various internal policies and procedures. In response to consumer complaints, in addition to providing complaint service channels on the website, the company also provides a toll-free telephone (0800-051-111) to take care of service requests from consumers as well as to provide the most appropriate service. It is clearly defined in the company's standard contract. |
None None |
|
| 5. Does the Company refer to international reporting rules or guidelines to publish CSR Report to disclose non-financial information of the Company? Has the said Report acquire 3rd certification party verification or statement of assurance? |
V |
The company prepared a corporate social responsibility report with reference to GRI standards (core compliance) and obtained concurrence from Ernst & Young, the CPAs. |
None | |
| 6. If the company has established its corporate social responsibility code of practice according to “Listed Companies Corporate Social Responsibility Code of Practice,” please describe the operational status and differences. The company has formulated the "Code of Practice for Corporate Social Responsibility", which was announced after the 3rdmeeting of the 20thBoard of Director in 2015. |
||||
| 7. Other important information to facilitate better understanding of the company ’s implementation of corporate social responsibility: 1. Environmental protection The company is committed to improving the efficiency of the use of various resources, and has established a appropriate environmental policies with reference to the industry standards as well as to comply with domestic environmental safety regulations. Besides, the company actively promotes environmentalprotection concepts in various activities. For details, please refer topages 41~42 and 46~50 of the company's annual report. |
- 51 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reasions |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 2. Community participation, social contribution services, public welfare activities The company regards corporate social responsibility as the core value of corporate culture. Recently, it has actively participated in various community activities, social care and public welfare activities. For related activities, please refer to the company’s annual report on pages 46~50 and the company’s website (http ://www.ambassador-hotels.com). 3. Consumer Rights The company takes "home" as its core corporate concept, and hopes that consumers will experience the cordial and sincere services make them feel like going home. The company honors the rights and interests of consumers and is keen to provide the consumers with meticulous customized services, fully disclosed on the company's website. Furthermore, the fulfillment guarantee is provided for each coupon sold As for the customer complaint, in addition to providing communication channels on the website, the company also provides a toll-free telephone (0800-051-111) to better handle the customer complaint. In response to each customer complaint, departments in charge are requested to provide the most appropriate resolutions and feedback to customer in timely manner. 4. Human Rights The company respects internationally recognized basic labor rights principles, including employees’ freedom to set up union and bargaining rights. The company cares for the underprivileged minority and prohibits hiring of child labor. In addition, in accordance with the provisions of the Gender Work Equality Act and the Employment Act, the company establishes an employment policy without discrimination on compensation, employment conditions, equal opportunities for training and promotion. 5. Safety and health The company has passed the HACCP (Hazard Analysis Critical Control Point) certification. The occupational safety and health department is set up to formulate safety and health work policies and procedures, develop occupational disaster prevention action plans, and guide each branch to implement labor safety management. 6. Other social responsibility activities The company continues to expand social participation, leads employees to participate in social welfare activities, continuously promotes the concept of sustainable utilization of marine resources and supports golf activities. For details of related activities, please refer to pages 47~51 of the company's annual report. |
||||
| 8. State details, if the company corporate social responsibility report has passed the verification standards of the relevant verification agency: The "Corporate Social Responsibility Report 2019" announced by the company in 2020, which has obtained confirmation by Ernst & Young Joint Accounting Firm in accordance with the "Confirmation Standard Bulletin No. 1" issued by the Accounting Research and Development Foundation in Taiwan (ARDF). |
- 52 -
The company has been caring for the underprivileged minority for a long time. It has also continuously contributed in social emergency assistance. It honors corporate social responsibility as one of the core value of corporate culture. In recent years, it has participated in social care activities listed as follows:
2013
-
* Mr. Emmet Hsu, Chairman of Ambassador Hotel and Executive Chef, Lin, Jian-Long, led the Ambassador Hotel Taipei Culinary Team to donate 2,000 New Year's lunch boxes carefully prepared by the hotel to district offices in 12 districts of Taipei City on New Year’s Eve. The district office’s offices sent those lunch boxes to the elders who live alone, so that they can also enjoy the hot New Year dishes.
-
* Yangde Group and the Asian Tour Headquarters have renewed their cooperation for three-year tournaments. In 2013, it hosted various professional and amateur tournaments including men, women, elder and youth. Among them, three professional tournaments were held, with a total prize of up to NT$25 million, including the "Yangde TLPGA Open", the "Yangde TPC Championship" and the "Yangde Asia Pacific APCT Elder Open" for the first time. These games not only provide opportunities for domestic players to hone their skills, but also look forward to driving the enthusiasm of other parties to promote golf together.
-
* The Ambassador Hotel and the Shihlin Electric jointly donated the Mackay Memorial Hospital’s "Good Neighbor Medical Research Fund" to assist in medical research and help people who are struggling with medical funding to tide over the difficulties.
2014
-
* Right after the explosion disaster on August 1, 2014, The Ambassador Hotel Kaohsiung immediately triggered the rescue and recovery processes. It provided 20 free guest rooms to accommodate the victims of the disaster on daily basis and further increased to 50 rooms until August 7. In addition, in order to better support the hardworking rescue teams and to take care of the victims, the company provided lunch boxes and bread to the designated refuge until August 7.
-
* "2014 Yangde TPC Championship", sponsored by the Yangde Group for the fifth consecutive year, has promoted domestic golf players to the international stage, hoping to create a platform for Taiwanese golfers to participate in the international platform through the holding of largescale ball games, and improve players’ performance. The Asian Tour and the world's rankings give Taiwanese players more opportunities to participate in world-class events and show off on the international stage.
-
* Since 2012, under the guidance of the National Museum of Ocean Science and Technology, the Ambassador Hotel has been promoting the " sustainable utilization of marine resources " dining concept for four consecutive years. It is the first company of the hotel industry in Taiwan to promote sustainable ocean dining and conveys the principles through films. In 2014, it was also recognized by the National Geographic Channel, and was invited to film the first documentary of "Blooming Taiwan 5: Island of Fish-Taiwan’s Delicious Fish" that introduces Taiwan fish industry. That’s also an opportunity he Ambassador Hotel to present it’s sustainable ocean cuisine of the Chinese and Western restaurants in front of a global audience and let more consumers realize the importance of a sustainable utilization of marine resources.
2015
-
* The Ambassador Hotel is the first hotel chains in Taiwan that continues to promote the concept of the sustainable ocean diet. In 2015, it shot the micro-film using [Ocean Sustainability Hope
-
53 -
Continued] as theme. It invited the old captain with decades of fishing experience, the Neritic Squid expert and the Wanli Crab connoisseur to expressed their interpretation of the concept of the "Sustainable Utilization of Marine Resources". The chefs of the Ambassador Hotel also introduced their attitude to life and cooking. This perceptual film conveys the concept of the main theme and helps the company fulfills the social responsibility. The film was launched on the company website and the Youtube on April 30, 2015. Furthermore, the company sponsored the printing of 10,000 copies of the "Seafood Guidebook" to educate more consumers know how to choose seafood that conforms to the concept of sustainable oceans. From May 1st to July 31st, the Chinese and Western restaurants of the Ambassador Hotel Taipei, Hsinchu, and Kaohsiung, as well as the off-site catering brands, launched a variety of sustainable ocean delicacies, leading everyone to save the ocean from the table. Lin, Jian-Long, the executive chef of Ambassador Hotel Taipei, together with his team members, designed a sustainable ocean concept menu for residents in the surrounding communities of the National Sea Science Museum, and trained them the cooking skills. That helped to inject new vitality into Taiwan's north coast tourism and dining.
-
* After the dust explosion disaster happened in the Baxian Paradise caused. the Ambassador Hotel Taipei, located near Taipei Mackay Hospital, and the amba Taipei Zhongshan Hotel jointly expressed their sincere concern and assisted the families of the injured to tide over the difficulties. In order to allow the families of the injured to be taken care of the injured by the nearby hospital and avoid the need to long distance travel, starting from July 2015, the Ambassador Hotel Taipei provided 15 rooms for free every day, and the amba Taipei Zhongshan Hotel provided 5 rooms for free every day, for the accommodation of the families of the injured in Taipei Mackay Hospital. The company fulfilled its social responsibilities and contributed to the rescue and recovery processes.
-
* The Ambassador Hotel continued to urge employees to participate in a series of corporate social responsibility activities in 2015, such as the beach cleaning activities at Taipei and Hsinchu branches, and the Mid-Autumn Festival Welfare Activity at Hsinchu Branch (a total of 197 boxes of mooncakes with a market value of approximately NT$210,000 were donated to the Hsinchu Family Support Center and other groups). Kaohsiung Branch conducted blood donation and Christmas gift donation and other activities. Besides, the company cooperated with various charity organizations (such as the Sunshine Foundation, the Genesis Social Welfare Foundation, etc.) to urge employees to donate their invoices. Encourage employees together with the company can contribute to the society.
2016
-
* The company urged all employees to actively participate in the Sunshine Social Welfare Foundation's "One dollar to support Sunshine" donation activity in 2016, so as to help more friends with burns and facial injuries to recovery through the accumulation of a little change donation every day.
-
* The Yangde Group sponsored the Taipei City University baseball team in 2016. Through the sponsorship, the coaching team and players can focus on training without any worries, so as to inspire players to continue to create outstanding records and allow the "Soul" of the Taipei City University baseball team to be continued and inherited.
-
* The company, together with the Chen Ling Social Welfare Foundation and the United Daily News Social Welfare Foundation, organized an activity inviting students from rural areas to take a one-day trip to Taipei and enjoy a Western-style buffet at the Ambassador Hotel Taipei, allowing the students to have a wonderful day.
-
54 -
2017
-
* The company, together with the CNPN, conducted a warm charity bazaar and donated all the income to the Genesis Social Welfare Foundation. It not only to celebrate Mother's Day in advance, but also leaving the best testimony of love.
-
* In order to care for the underprivileged minority during the Mid-Autumn Festival, the company donated 500 boxes of mooncake gift boxes with a total of 3,000 mooncakes, which were distributed to the underprivileged families in Taipei, Taichung and Kaohsiung. The Hsinchu branch also cooperated with the Hsinchu City Government to send mooncake gift boxes to 200 underprivileged families in Hsinchu City so they can have a warm festival. For example, the Rare Disease Foundation has asked nutritionists to assess the physical condition of patients according to the nutritional content of moon cakes, and then the foundation will send them to the patients' homes. And The Andrews Food Bank, which frequent visits to various places in Taiwan and actually walked into the low-income family, distributed the heart-warming moon cakes to the to the underprivileged families.
2018
-
* The executive chef of the Ambassador Hotel Taipei, together with a team of chefs, went to the Rongguang Nursery School in Yonghe to cook 27 five-star dishes and a sumptuous reunion meal for the children, so that the children can enjoy the delicious five-star dishes, and feel the warm charity.
-
* The Ambassador Hotel Taipei, together with the Andre’s Food Bank, have specially prepared the New Year’s dishes for 5147 children from the underprivileged families in Taiwan. When those families received the special New Year’s dishes, they could follow the simple steps designed by the Executive Chef to ensure that delicious recipes are not lost. So that those families can easily cook delicious New Year dishes at home.
-
* The company held a spring festival couplet charity sale during the New Year Holidays and all the proceeds were donated to the Rare Disease Foundation.
-
* The company, together with the Andre’s Charity Association provided a gift box of meat dumplings to the children of the Taipei Mingdao Elementary School football team during the Dragon Boat Festival. Most of the team members come from families of new residents, who lived a hard life and are smaller in shape. The Andrew Charity Association provided foods and nutritional supplements every month to help them grow up healthily.
-
* The company, together with the Rare Disease Foundation, provided high-quality environment and resources to conduct the "Hard Dad Male Master Chef Event". Eight invited fathers picked up pots, spoons and kitchen knives that they rarely touched on weekdays, to cook delicious dishes for their family and children. Every dish is full of love from father.
-
* The company cooperated with Andrew Charity Association to invite 30 children to the hotel to enjoy nearly 20 five-star buffet dishes such as freshly cut beef short ribs and Hong Kong-style sliced duck, and also let the children wear chefs hat and apron to enter the kitchen. The chef team taught them how to cook Hong Kong-style dim sum, desserts and other delicious dishes, which inspire children's "small dreams to be a chef".
-
* During the Christmas season, the company cooperated with Mackay Hospital for charity sales, selling our bakeries homemade bread and cakes and other festive products, such as: gingerbread man, Stollen bread and so on. All proceeds are donated to the Mackay Hospital Long-term Care Fund to care for the elderly and benefit more elderly people.
2019
-
* The event, "Sustainable New Year's Eve Dinner" of the National Taiwan Museum, invites
-
55 -
gourmet chefs every year to develop sustainable new year dishes by using environment-friendly ingredients. The recipes for 2019 was designed by the executive chef of the Ambassador Hotel, Mr. Lin, Jian-Long, by using local ingredients, vegetables and leftovers. He also personally demonstrated the "Typhoon Shelter Style Mackerel" to complete affordable and delicious New Year dishes with simple cooking. Chef Lin Jianlong said that the fish that everyone will eat during the Chinese New Year is usually high-priced seafood such as pomfret, perch, and grouper. Few people would think of cheap mackerel. In the winter, the meat of the mackerel is good enough to be used as sashimi, but the fat is insufficient and it is not suitable for direct frying. After some brainstorming, the team developed the "Typhoon Shelter Style Mackerel" recipe. The team also developed other dishes include "golden kimchi", which is made with local cabbage, and the " pomelo radish", which is made from vegetables with the meaning of good luck. These recipes are uploaded to the official website of the Taiwan Museum for download and use by the public.
-
* Together with the Andre’s Food Bank, the company have specially prepared recipes of the New Year’s dishes for children from the underprivileged families in Taiwan. When those families received the special New Year’s recipes, they could follow the simple steps designed by the Executive Chef, Lin, Jian-Long to ensure that delicious recipes are not lost. So that those families can easily cook delicious New Year dishes at home.
-
* The company conducted a spring festival couplet charity sale during the New Year Holidays and all the proceeds were donated to the Rare Disease Foundation.
-
* The company, together with the Andre Charity Association, provided the gift boxes of meat dumplings during the Dragon Boat Festival, so that the underprivileged minority could also enjoy dumplings on the Dragon Boat Festival.
-
* During the Mid-Autumn Festival, the company sent 100 boxes of moon cake gift boxes to the Andre Charity Association, and the association distributed the moon cakes to groups in need.
-
* During the Christmas season, the company cooperated with Mackay Hospital again for charity sales, selling our bakeries homemade bread and cakes and other festive products, such as: gingerbread man, Stollen bread and so on. All proceeds are donated to the Mackay Hospital Long-term Care Fund to care for the elderly and benefit more elderly people.
-
2020
-
* Together with the Andre’s Food Bank, the company have specially prepared recipes of the New Year’s dishes for children from the underprivileged families in Taiwan. When those families received the special New Year’s recipes, they could follow the simple steps designed by the Executive Chef, Lin, Jian-Long to ensure that delicious recipes are not lost. So that those families can easily cook delicious New Year dishes at home.
-
* The company held a spring festival couplet charity sale during the New Year Holidays and all the proceeds were donated to the Rare Disease Foundation
-
* Although the Hotel Industry has been greatly impacted during COVID-19, During the MidAutumn Festival, the company sent 100 boxes of moon cake gift boxes to the Andre Charity Association and the Rare Disease Foundation, and the association distributed the moon cakes to groups in need.
-
* During the Christmas season, the company cooperated with Mackay Hospital again for charity sales, selling our bakeries homemade bread and cakes and other festive products, such as: gingerbread man, Stollen bread and so on. All proceeds are donated to the Mackay Hospital Long-term Care Fund to care for the elderly and benefit more elderly people.
-
* Please refer to the company's website for details of other public welfare activities: https://www.ambassador-hotels.com
-
56 -
7.Implementation of Honest Practices, Comparison Against the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and Reasons:
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reason |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| 1. Establishment of Corporate Conduct and Ethics Policy and Implementation Measures. (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 and measures, and commitment regarding implementation of 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, the business activities with a higher risk of unethical conduct; has formulated a program to prevent unethical conduct with a scope no less than the activities prescribed in paragraph 2, Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? (3) Whether the company has established relevant policies that are dulyenforced toprevent |
V V V |
The company's board of directors has approved the formulation of the "Ethics and Business Conduct" as a guideline for directors, supervisors, managers and employees to perform their business. Highlight "Integrity" as the most important core value, and actively implement it in the corporate culture to be responsible to shareholders, customers, employees and the investors. The Ethics Code has been disclosed on the company website (http://investor.ambassador- hotels.com/report/104IntegrityRule.pdf). The company has well established corporate governance and risk control mechanisms, improved internal regulations, and regularly conducted training programs to prevent the risks highlighted in paragraph 2 of Article 7. To prevent unethical conduct, in addition to the establishment of the " Ethics and Business Conduct ", |
None None None |
- 57 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reason |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| unethical conduct, provided implementation procedures, guidelines, consequences of violation and complaint procedures, and periodically reviews and revises such policies? |
the company also compiles the "Code of Ethics for Employees" as the guidelines for employees during their tenure. The content clearly specifies obligation of confidentiality on the operations related to business, finance, and information. All employees should read and sign the Ethics Code when they first joined the company. The company conducts training programs, on regular basis, to highlight the integrity of employees as well as established rewards and punishments system. In addition, honesty insurance is insured for high-risk employees. |
|||
| 2. Ethic Management Practice. (1) Whether the company has assessed the ethics records of whom it has business relationship with and include business conduct and ethics related clauses in the business contracts? (2) Whether the company has set up a unit which is dedicated to promoting the company’s ethical standards and regularly (at least once a year) reports directly to the Board of Directors on its ethical corporate management policy and relevant matters, and program to prevent unethical conduct and monitor its implementation? (3) Whether the company has established policies to prevent conflict of interests, provide appropriate |
V V |
V | The company carefully selects suppliers, confirms through the company database in advance whether those suppliers meet the integrity standards. Besides, the company clearly stipulates the Ethics and Business Conduct clauses in the business contract. The company has not yet set up a full-time or part- time department to promote the Ethics and Business Conduct, but has implemented the principles of the Ethics and Business Conduct in the corporate culture, and the board of directors supervises the compliance of laws and regulations in accordance with the company's policies. The company’s policies of the board of directors stipulated that,whenever there is interest conflict, |
None The establishment of a full- time or part-time department to promote the Ethics and Business Conduct is still under discussion. None |
- 58 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reason |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| communication and complaint channels and implement such policies properly? (4) To implement relevant policies on ethical conducts, has the company established effective accounting and internal control systems, audit plans based on the assessment of unethical conduct, and have its ethical conduct program audited by internal auditors or CPA periodically? |
V | may state their opinions and answer inquiries but shall not participate in discussions and voting as well as shall not act for other directors to exercise their voting rights. Employees can also fully communicate with the management through regular departmental meetings or employee opinions mailbox on the corporate website. The company has an effective accounting system and a dedicated accounting department. The financial reports are checked by CPAs to ensure the accuracy of the financial statements. The company’s internal audit department consists of two staff, including manager and is under the supervision of the board of directors. Its responsibilities are as follows:。 1.According to the audit plan, check the operations of each department. Audit fresh food acceptance operations on-site on a regular basis and further follow up improvement implementation. Submit the audit report to the dirtctor of the board and the audit committee for review by the next month-end. The audit manager reports the findings to the board of directors meeting and the audit committee. 2. After the end of the year, all units are requested to form self-check based on the internal control guideline and submit the reports for internal auditors’ review so as to provide the basis for the board of directors to issue the "Internal Control Statement". After approved bythe board of |
None |
- 59 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reason |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (5) Does the company provide internal and external ethical conduct training programs on a regular basis? |
V | directors, the statement will be published on the website of the Securities and Futures Bureau of the FMC, and will be included in the company's annual report. The company adheres to the core value of "Integrity, Teamwork, Innovation, and Feedback", and well satisfies the needs of customers with various catering products and services. The company conducts Ethics and Business Conduct training courses from top to bottom, and formulates various anti-fraud and anti- corruption related policies and procedures. Promote anti-briberyand anti-corruptionproactively. |
None |
|
| 3. Implementation of Complaint Procedures (1) Does the company establish specific complaint and reward procedures, set up conveniently accessible complaint channels, and designate responsible individuals to handle the complaint received? (2) Whether the company has established standard operation procedures for investigating the complaints received, follow-up measures after investigation are completed, and ensuring such complaints are handled in a confidential manner? |
V | V | The company has set up an employee complaint procedure and a mechanism of employee rewards and punishments for violations of the integrity policies. If there is any issue violating the Ethics and Business Conduct, employees can report it to the management through complaint channels such as hotline, e-mail or written mail. The company has an employee complaint procedure. However, it has not yet established a standard procedure for the investigation on reported issues as well as the confidentiality protection mechanism. |
None Plan to inplement as scheduled. |
- 60 -
| Evaluation Item | Implementation Status | Implementation Status | Implementation Status | Variance and Reason |
|---|---|---|---|---|
| Yes | No | Abstract Explanation | ||
| (3) Does the company adopt proper measures to prevent a complainant from retaliation for his filinga complaint? |
V | The company has not yet formulated policies or procedures. |
Plan to inplement as scheduled. |
|
| 4. Information Disclosure Does the company disclose its guidelines on business ethics as well as information about implementation of such guidelines on its website? |
V | The company’s board of directors has approved the drafting of the " Ethics and Business Conduct ", and has disclosed it on the company’s website. Please refer to (http://investor.ambassador- hotels.com/report/104IntegrityRule.pdf) |
None | |
| 5. If the company has established corporate governance policies based on Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies, please describe any discrepancy between the policies and their implementation. To highlight our core value of "Integrity", the company formulated the "Ethics and Business Conduct", based on Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies. It is fully compliant and with no major variances. |
||||
| 6. Other important information to facilitate better understanding of the company’s corporate conduct and ethics compliance practices (e.g., review the company’s corporate conduct and ethics policy). The company takes "Integrity" as one of the core guiding principles and implements it into corporate governance policies and procedures. It helps investors, employees, consumers and suppliers to understand the company's determination to maintain the highest standard of integrity. For other relevant information, please refer to section 51~54 pages. |
- 61 -
8. Disclosure of access to Company Corporate Governance Best Practice Principles and related rules and regulations:
In accordance with the regulations, the company has successively revised the relevant policies on corporate governance. Please refer to the company’s website (https://www.ambassadorhotels.com)
9. Other information enabling a better understanding of Company Corporate Governance:
-
In order to strengthen the implementation of corporate governance, the company will inform directors and supervisors of the update of relevant laws and regulations on corporate governance at any time.
-
2.The directors attend the meeting of the board of directors as planned. If the directors have an interest conflict in the proposals that may harm the interests of the company, they shall not participate in the voting.
-
The company has formulated the procedures for handling important internal information in the company's internal control system. The fifth meeting of the 18[th] board of directors approved the amendment to relevant provisions, and announced the revised internal control system provisions on the company's website. All directors, managers and employees are well informed.
-
The company has formulated the " Ethics and Business Conduct ", "Code of Practice for Corporate Social Responsibility" and "Code of Practice for Corporate Governance" in accordance with the regulations of the competent authority and consideration of practical operating conditions. Those are implemented after approved by the third meeting of the 20[th] boards of directors on November 3, implemen2015.
-
The company has set up a corporate governance column (http://investor.ambassadorhotels.com/) on the company's website, and provides relevant regulations on corporate governance for internal and external stakeholders to read and download.
-
In order to strengthen the operation of corporate governance, the company introduced 3 external professionals as independent directors among the members of the 21[st] board of directors, and those independent directors formed a compensation committee to improve the corporate governance management.
-
In order to strengthen the operation of corporate governance, the establishment of a corporate governance supervisor was approved at the 15[th] meeting of the 21[st] session of the board of directors.
-
62 -
10. Status of internal control system
(1) Internal Control Declaration
The Ambassador Hotel Co., Ltd. Declaration of the International Control System
-
Date: March. 9, 2021
-
The Company inspected the 2020 internal control system autonomously with the following results: 1. The Company is fully aware that the Board of Directors and the management are responsible for the establishment, implementation, and maintenance of the internal control system and it has been established accordingly. The purpose of its establishment was to reasonably ensure the fulfillment of effective operation and efficiency (including profit, performance, and protection of assets safety), and the reliability, timeliness, transparency and regulatory compliance of financial reports.
-
- The internal control system design has inherent limitations. No matter how perfect such control is, it can only provide reasonable assurance of the fulfillment of the three objectives referred to above. The effectiveness of such an internal control system could be influenced by changes of the environment and other circumstances. Therefore, the Company internal control system has been designed with a self-monitoring mechanism so that corrective action will be activated immediately upon the identification of any nonconformity.
-
- The Company has assessed the effectiveness of the design and implementation of the internal control system in accordance with criteria provided in the “Regulations Governing the Establishment of Internal Control Systems by Public Companies” (hereinafter referred to as “the Regulations”). The criteria defined in “the Regulations” include five elements that depend on the management control process: (1) environment controls, (2) risk assessment, (3) control processes, (4) information and communications, and (5) supervision. Each of the five elements is then divided into sub-categories. Please refer to “the Regulations” for details.
-
- The Company has implemented criteria for inspection of the internal control system referred to above to ascertain its effectiveness, design and implementation.
-
- The Company, based on the inspection results referred to above, declared (on December 31, 2019) that the internal control system, including the supervision and management of subsidiaries, is reasonably effective and achieves the objectives of operation and efficiency, the financial report is of reliability, timeliness, transparency and regulatory compliance.
-
- The Declaration of Internal Control System is the main content of the Company’s annual report and published prospectus. Any false statement and concealment of the published content referred to above involves liability set out in Article 20, Article 32, Article 171, and Article 174 of the Securities and Exchange Act.
-
- The Declaration of the Internal Control System was resolved at a meeting of the Board of Directors on March 9, 2021 with no objections by any of the fourteen attending Directors. The contents of the declaration have been accepted without objection.
The Ambassador Hotel Co., Ltd.
Chairman: Emmet Hsu
General Manager: Hsieh, Han-Chang
(2) The internal control audit report issued by the CPA commissioned to conduct an internal control audit, if any: N/A.
- 63 -
11. Punishment of the Company or its internal personnel in accordance with the law, punishment of internal personnel by the Company for violating internal control system regulations, main deficiencies, and improvements during the recent year and up to the date of publication of this annual report: N/A.
12. Resolutions reached at a meeting of shareholders or by the Board of Directors during the recent year and up to the date of publication of this annual report:
| Conference Name |
Meeting Date | Important Resolution | Matters Specified in Article 14-3 of Securities Exchange Act |
Opinions of Independent Director Oppose or Retention |
|---|---|---|---|---|
| 8thmeeting of the 21st BOD |
2020.03.10 | 1. Proposal of distribution of 2019 employee remuneration and Director compensation. 2. Proposal of 2019 business report and financial statement, please recognize. 3. Proposal of distribution of 2019 surplus, please recognize. 4. The date and location of Shareholders’ Meeting in 2020 and the date when shareholders’ right to submit proposals are accepted. 5. Regular assessment of independence of CPAs appointed by the Company. 6. Submission of 2019 “Internal Control Statement” based on the results of self-inspection. 7. Newly added "Board Performance Evaluation Measures". 8. In order to enhance the professional division of labor functions and team synergy of each department of the company, it is proposed to adjust the organizational structure of the company’s departments. |
None | |
| Opinions of Independent Director: None. The company's handling of independent directors' opinions: None. Resolution Result: All attending directors agreed to pass. |
||||
| 9thmeeting of the 21st BOD |
2020.04.14 | 1. Discussion of amended to Articles of Incorporation. 2. Proposal of distribution amendment of 2019 surplus, please recognize. Extemporary Motion: |
None | |
All directors of the company voluntarily waive the |
||||
| annual 2019 directors' remuneration. | ||||
| Opinions of Independent Director: None. The company's handling of independent directors' opinions: None. Resolution Result: All attending directors agreed to pass. |
||||
| 10th meeting of the 21st |
2020.05.05 | 1. Proposal for amendment to “Regulations Governing of Implementation of Internal Control” and “Regulations Governingof |
V | None |
- 64 -
| Conference Name |
Meeting Date | Important Resolution | Matters Specified in Article 14-3 of Securities Exchange Act |
Opinions of Independent Director Oppose or Retention |
|---|---|---|---|---|
| BOD | Implementation of Internal Auditing”. 2. Establishment of subsidiary "Ambassador Real Estate Development Co., Ltd." 3. Establishment of subsidiary "Ambassador PropertyManagement Co.,Ltd." |
|||
| Opinions of Independent Director: None. The company's handling of independent directors' opinions: None. Resolution Result:Allattending directors agreed to pass. |
||||
| 11th meeting of the 21st BOD |
2020.05.26 | 1. The Ambassador Hotel Hsinchu (shopping malls and restaurants) real estate disposition bargaining authorization. |
None | |
| Opinions of Independent Director: None. The company's handling of independent directors' opinions: None. Resolution Result:Allattending directors agreed to pass. |
||||
| 12th meeting of the 21st BOD |
2020.08.04 | 1. Proposal of 2020 business report and financial statement for the second quarter, please recognize. 2. Proposal for amendment to “Regulations Governing of Implementation of Internal Control” and “Regulations Governing of Implementation of Internal Auditing”. 3. The company's audit supervisor change case 4. The company’s manager position change case 5. In order to enhance the professional division of labor functions and team synergy of each department of the company, it is proposed to adjust the organizational structure of the company’s departments. |
V V |
None |
| Opinions of Independent Director: None. The company's handling of independent directors' opinions: None. Resolution Result: All attending directors agreed to pass. |
||||
| 13th meeting of the 21st BOD |
2020.11.03 | 1. Proposal of 2021 plans. 2. Proposal of 2021 internal audit plans. 3. Proposal of 2021 compensation to CPAs. 4. Donation to the "Memorial Foundation of Mr. Ching-Teh Hsu" proposal. 5. The general short-term and medium-term secured loans and issuance of commercial promissory notes to the 23 financial institutions including First Bank. 6. Capital increase of subsidiary Benz Investment Corp. 7. Capital increase of subsidiary Ambassador PropertyManagement Co.,Ltd. |
V V |
None |
- 65 -
| Conference Name |
Meeting Date | Important Resolution | Matters Specified in Article 14-3 of Securities Exchange Act |
Opinions of Independent Director Oppose or Retention |
|---|---|---|---|---|
| 8. In order to enhance the professional division of labor functions and team synergy of the various departments of the company, it is proposed to adjust the organizational structure of the company's departments. 9. Proposal for amendment to internal regulations. (1) Rules for the scope of duties of independent directors. (2) Organizational rules of the audit committee. (3) The organization rules of the salary committee. (4) The performance evaluation method of the board of directors. 10.Proposal for amendment to internal regulations. (1)Articles of Rules and Procedures of the Shareholders’ Meeting. (2) Articles of Rules and Procedures of the Board of Directors Meetings. (3)Articles of Rules for the Election of Directors. 11. The Ambassador Hotel Co., Ltd. submitted an application for reconstruction of urban unsafe and old buildings. |
||||
| Opinions of Independent Director: None. The company's handling of independent directors' opinions: None. Resolution Result:Allattending directors agreed to pass. |
||||
| 14th meeting of the 21st BOD |
2021.03.09 | 1. Proposal of distribution of 2020 employee remuneration and Director compensation. 2. Proposal of 2020 business report and financial statement, please recognize. 3. Proposal of distribution of 2020 surplus, please recognize. 4. The date and location of the 2021 regular shareholders' meeting, the date of acceptance of shareholder proposals and nomination of director candidates 5. Proposal to elect 15 Directors (including 3 Independent Directors) of 22thBoard of Directors. 6. Proposal to approve the qualification of Directors Candidates (including Independent Directors). 7. Proposal to the shareholders’ meeting is requested to agree to lift the director’s non- competition restrictions. 8. Approved to lift non-competition restrictions on the managerialpersonnel of the company. |
V | None |
- 66 -
| Conference Name |
Meeting Date | Important Resolution | Matters Specified in Article 14-3 of Securities Exchange Act |
Opinions of Independent Director Oppose or Retention |
|---|---|---|---|---|
| 9. Regular assessment of independence of CPAs appointed by the Company. 10.Submission of 2020 “Internal Control Statement” based on the results of self- inspection. 11.Proposal for amendment to "Articles of Rules and Procedures of the Shareholders’ Meeting". 12. The general short-term and medium-term secured loans and issuance of commercial promissory notes to the 23 financial institutions includingFirstBank. |
||||
| Opinions of Independent Director: None. The company's handling of independent directors' opinions: None. Resolution Result:Allattending directors agreed to pass. |
||||
| 15th meeting of the 21st BOD |
2021.05.04 | 1. Proposal of set up a corporate governance supervisor. 2. Proposal for amendment to “Regulations Governing of Implementation of Internal Control” and “Regulations Governing of Implementationof Internal Auditing”. |
V | None |
| Opinions of Independent Director: None. The company's handling of independent directors' opinions: None. Resolution Result:Allattending directors agreed to pass. |
||||
| 2020 Annual | 2020.06.09 |
Please refer to page 59 for the implementation of the resolutions of the 2020 Annual Shareholders' Meeting. |
||
| shareholders’ | ||||
| meeting |
13. In 2020 the Shareholders' Meeting resolution on the implementation matters situation
-
Proposal of recognize business report and financial statement: approved unanimously.
-
Proposal of recognize distribution of 2019 surplus: approved unanimously and has indeed implemented.
-
Proposal for amendment the company's "Articles of Incorporation": approved unanimously and has indeed implemented.
-
Proposal for amendment to internal regulations: approved unanimously and has indeed implemented.
14. Recorded or written statements of dissent made by any Director to important resolutions passed by the Board of Directors during the recent year and up to the date of publication of this annual report: N/A
15. Summary of discharge and resignation of parties relating to the annual report (Chairman, General Manager, Chief Accountant, Financial Officer, Internal Audit Supervisor and R&D Officer) in the recent year and up to the date of publication of this annual report:
- 67 -
| May4,2021 | May4,2021 | May4,2021 | May4,2021 | May4,2021 |
|---|---|---|---|---|
| Job Title | Name | Date of Appointment |
Date of Termination |
Reasons for Resign or Dismissal |
| General Manager | Lee, Chang-Lin | 2006.09.19 | 2020.08.04 | Transfer |
| Internal Audit Supervisor | Tang, Jhu-Jyun | 2019.11.05 | 2020.07.31 | Career Development |
16. Directors' training situation
May 4, 2021
| May4,2021 | |||||||
|---|---|---|---|---|---|---|---|
| Elected | Study situation | Hours of | |||||
| Job Title | Name | (inauguration) | Organizer | Course Title | Advancement | ||
| Course name | |||||||
| Date | From | To | Hours | ||||
| Director | Emmet Hsu | 1985.04.30 | 2018.03.20 | 2018.03.20 | Chinese National | 3.0 | |
| Association of | |||||||
| Taxation System Reforms and | |||||||
| Industry and | |||||||
| Corporate Governance | |||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| 2018.10.23 | 2018.10.23 | Chinese National | "The Future of Corporate | 3.0 | |||
| Association of | Income Tax under | ||||||
| Industry and | Digitalization and | ||||||
| Commerce, | Globalization" | ||||||
| Taiwan(CNAIC) | |||||||
| 2019.08.20 | 2019.08.20 | Chinese National | Discussion on the Practice of | 3.0 | |||
| Association of | Enterprise Innovation | ||||||
| Industry and | Reference | ||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| 2019.08.27 | 2019.08.27 | Chinese National | The Way to Meet Duties of | 3.0 | |||
| Association of | Corporate Responsible Persons | ||||||
| Industry and | with Focus on Corporate | ||||||
| Commerce, | Governance in the Prevention | ||||||
| Taiwan(CNAIC) | of Legal Liabilities. | ||||||
| 2020.03.19 | 2020.03.19 | The latest development trend | 3.0 | ||||
| Chinese National | |||||||
| of sustainable (including | |||||||
| Association of | |||||||
| corporate social responsibility | |||||||
| Industry and | |||||||
| (CSR) report) and analysis of | |||||||
| Commerce, | |||||||
| relevant corporate governance | |||||||
| Taiwan (CNAIC) | |||||||
| practices. | |||||||
| 2020.09.24 | 2020.09.24 | The impact of the amendment | 3.0 | ||||
| Chinese National | |||||||
Association of |
to the “Securities Investors and | ||||||
| Futures Traders Protection | |||||||
| Industry and | |||||||
| Act” on the company’s | |||||||
| Commerce, | |||||||
| directors and supervisors and | |||||||
| Taiwan (CNAIC) | |||||||
| practical case analysis. | |||||||
| Legal Director | Hsu, Shu-Wan | 2003.05.30 | 2018.03.21 | 2018.03.21 | Taiwan Academy | Corporate Governance Lecture | 3.0 |
| Representative | of Banking and | (Issue 12) | |||||
| Finance(TABF) | |||||||
| 2018.10.16 | 2018.10.16 | Chinese National | "Talking about the protection | 3.0 | |||
| Association of | of business secrets from the | ||||||
| Industry and | perspective of corporate | ||||||
| Commerce, | governance" | ||||||
| Taiwan(CNAIC) | |||||||
| 2019.08.16 | 2019.08.16 | Taiwan Corporate | Case Analysis of Disputes on |
3.0 |
|||
| Governance | False Financial Reports of | ||||||
| Association | Directors | ||||||
| (TCGA) | |||||||
| 2019.09.20 | 2019.09.20 | Taiwan Corporate | The Impact of Economic |
3.0 | |||
| Governance | Substance Law and Global | ||||||
| Association | Anti-avoidance on Corporate | ||||||
| (TCGA) | Governance from the | ||||||
| Perspective of Directors and | |||||||
| Supervisors |
- 68 -
| Elected | Study situation | Hours of | |||||
| Job Title | Name | (inauguration) | Organizer | Course Title | Advancement | ||
| Course name | |||||||
| Date | From | To | Hours | ||||
| 2020.06.30 | 2020.06.30 | Independent | Practical operation and | 3.0 | |||
| Director | regulation of money | ||||||
| Association | laundering prevention and | ||||||
| Taiwan (TIDA) | control and combating capital | ||||||
| terrorism | |||||||
| 2020.07.15 | 2020.07.15 | Independent | After the epidemic, business | 3.0 | |||
| Director | growth, reorganization or | ||||||
| Association | transformation and upgrading | ||||||
| Taiwan(TIDA) | |||||||
| Legal Director | Lin, Zhan-Chuan | 2006.05.26 | 2018.03.20 | 2018.03.20 | Chinese National | Taxation System Reforms and | 3.0 |
| Representative | Association of | Corporate Governance | |||||
| Industry and | |||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| 2018.03.22 | 2018.03.22 | Chinese National | "Analysis of major economic | 3.0 | |||
| Association of | crimes by enterprises and | ||||||
| Industry and | related legal liabilities" | ||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| 2018.03.29 | 2018.03.29 | Chinese National | Corporate Governance and | 3.0 | |||
| Association of | Corporate Social | ||||||
| Industry and | Responsibility Development | ||||||
| Commerce, | Trends and Exemplary | ||||||
| Taiwan(CNAIC) | Practices | ||||||
| 2019.08.02 | 2019.08.02 | Taiwan Corporate | Implement corporate | 3.0 | |||
| Governance | governance to a higher level! | ||||||
| Association | On the Role and | ||||||
| (TCGA) | Responsibilities of Corporate | ||||||
| Governance Supervisors | |||||||
| 2019.09.27 | 2019.09.27 | Taiwan Corporate | Legal due diligence of | 3.0 | |||
| Governance | corporate mergers and | ||||||
| Association | acquisitions and introduction | ||||||
| (TCGA) | of business contracts | ||||||
| 2019.12.20 | 2019.12.20 | Taiwan Corporate | Digital Resilience Practices- | 3.0 | |||
| Governance | Resilience of Directors, | ||||||
| Association | Supervisors and Senior | ||||||
| (TCGA | Supervisors | ||||||
| 2020.07.24 | 2020.07.24 | Taiwan Insurance | Talking about the liability and |
3.0 | |||
| Institute (TII) | obligation of directors and | ||||||
| supervisors and liability | |||||||
| insurance for directors, | |||||||
| supervisors and important staff | |||||||
| 2020.08.26 | 2020.08.26 | Taiwan Insurance | International anti-corruption |
3.0 | |||
| Institute (TII) | and the practice of protecting | ||||||
| abusers | |||||||
| 2020.10.23 | 2020.10.23 | Taiwan Insurance | TCFD Climate-Related |
3.0 | |||
| Institute (TII) | Financial Disclosure- | ||||||
| Challenges and Opportunities | |||||||
| for Corporate Governance | |||||||
| 2020.10.23 | 2020.10.23 | Taipei Exchange, | 2020 Corporate Governance | 3.0 | |||
| TPEx | and Corporate Integrity | ||||||
| Directors and Supervisors | |||||||
| Promotion Conference | |||||||
- 69 -
| Elected | Study situation | Hours of | |||||
| Job Title | Name | (inauguration) | Organizer | Course Title | Advancement | ||
| Course name | |||||||
| Date | From | To | Hours | ||||
| 2021.03.23 | 2021.03.23 | Taiwan Insurance | New Trends in Green Energy |
3.0 | |||
| Institute (TII) | Investment-Taiwan's | ||||||
| Renewable Energy Market and | |||||||
| Trends-Sharing by Renewable | |||||||
| EnergyIndustryCompanies | |||||||
| Legal Director | Lin, Han-Dong | 1988.04.28 | 2018.03.16 | 2018.03.16 | Taiwan Corporate | The key check items and | 3.0 |
| Representative | Governance | countermeasures that the board | |||||
| Association | of directors should know | ||||||
| (TCGA) | |||||||
| 2018.04.20 | 2018.04.20 | Taiwan Corporate | The development trend and | 3.0 | |||
| Governance | important norms of money | ||||||
| Association | laundering and capital | ||||||
| (TCGA) | terrorismprevention | ||||||
| 2019.03.26 | 2019.03.26 | Chinese National | "Discussing the opportunities | 3.0 | |||
| Association of | of Taiwanese companies' | ||||||
| Industry and | cross-border M&A from the | ||||||
| Commerce, | international situation" | ||||||
| Taiwan(CNAIC) | |||||||
| 2019.03.28 | 2019.03.28 | Chinese National | "Tax Risk Management and | 3.0 | |||
| Association of | Taxation Rights Protection in | ||||||
| Industry and | Corporate Governance" | ||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| 2020.05.19 | 2020.05.19 | Chinese National | The impact of the | 3.0 | |||
| Association of | implementation of the | ||||||
| Industry and | Commercial Event Trial Law | ||||||
| Commerce, | on the enterprise and its | ||||||
| Taiwan(CNAIC) | response | ||||||
| 2020.05.26 | 2020.05.26 | Chinese National | Risk Management and Legal | 3.0 | |||
| Association of | Liability of Independent | ||||||
| Industry and | Directors | ||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| Legal Director | Kuo, Tun-Yu | 2003.05.30 | 2018.03.06 | 2018.03.06 | Taiwan Corporate | Shareholders' meeting and | 3.0 |
| Representative | Governance | equity management | |||||
| Association | |||||||
| (TCGA) | |||||||
| Legal Director | Lin, Po-Fong | 2006.05.26 | 2018.01.16 | 2018.01.16 | Taiwan Securities | "Study on the Operation of the |
3.0 |
| Representative | Association | Salary and Compensation | |||||
| Committee" | |||||||
| 2018.02.02 | 2018.02.02 | Taiwan Corporate | Discussion on legal issues of | 3.0 |
|||
| Governance | instant messaging | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2018.02.27 | 2018.02.27 | Taiwan Institute | Sustainable Development and | 3.0 | |||
| for Sustainable | Strategy of Finance and | ||||||
| Energy (TAISE) | Service Industry | ||||||
| 2018.03.06 | 2018.03.06 | Taiwan Corporate | Shareholders' meeting and | 3.0 | |||
| Governance | equity management | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2018.03.30 | 2018.03.30 | Taiwan Corporate | Board of Directors' Operations | 3.0 | |||
| Governance | and Responsibilities | ||||||
| Association | |||||||
| (TCGA) | |||||||
- 70 -
| Elected | Study situation | Hours of | |||||
| Job Title | Name | (inauguration) | Organizer | Course Title | Advancement | ||
| Course name | |||||||
| Date | From | To | Hours | ||||
| 2018.06.01 | 2018.06.01 | Taiwan Corporate | Insight into the key messages | 3.0 | |||
| Governance | hidden in financial statements | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2018.06.08 | 2018.06.08 | Taiwan Corporate | New Trends and Analysis of |
3.0 | |||
| Governance | the Amendment of the | ||||||
| Association | Company Law | ||||||
| (TCGA) | |||||||
| 2019.03.22 | 2019.03.22 | Taiwan Corporate | Causes of Enterprise Fraud |
3.0 | |||
| Governance | and Legal Responsibilities of | ||||||
| Association | Directors and Supervisors- | ||||||
| (TCGA) | Case Study | ||||||
| 2019.04.23 | 2019.04.23 | Taiwan Corporate | Practices of Board of Directors |
3.0 | |||
| Governance | and Shareholders Meetings of | ||||||
| Association | Public Offering Companies | ||||||
| (TCGA) | |||||||
| 2019.04.30 | 2019.04.30 | Taiwan Corporate | Financial report fraud |
3.0 | |||
| Governance | detection skills | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2019.05.03 | 2019.05.03 | Taiwan Corporate | Operational Practice of Audit |
3.0 | |||
| Governance | Committee | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2020.02.21 | 2020.02.21 | Taiwan Corporate | Trends and risk management |
3.0 | |||
| Governance | of digital technology and | ||||||
| Association | artificial intelligence | ||||||
| (TCGA) | |||||||
| 2020.06.09 | 2020.06.09 | Taiwan Corporate | The Criminal Law Risks of the |
3.0 | |||
| Governance | Directors and Supervisors of | ||||||
| Association | Enterprises and the | ||||||
| (TCGA) | Corresponding Responses—— | ||||||
| Talking from Enterprise Fraud | |||||||
| and MoneyLaundering | |||||||
| 2020.08.25 | 2020.08.25 | Taiwan Corporate | Responsibilities of directors |
3.0 | |||
| Governance | and supervisors for false | ||||||
| Association | financial reports | ||||||
| (TCGA) | |||||||
| 2020.09.24 | 2020.09.24 | Securities and |
Propaganda Seminar on |
3.0 | |||
| Futures Institute | Preventing Insider Trading and | ||||||
| Insider EquityTradingin 2020 | |||||||
| Legal Director | Du, Heng-Yi | 2010.05.17 | 2018.02.07 | 2018.02.07 | Taiwan Corporate | Strategies for Enterprise | 3.0 |
| Representative | Governance | Operation and News Crisis | |||||
| Association | Management | ||||||
| (TCGA) | |||||||
| 2018.03.02 | 2018.03.02 | Taiwan Corporate | In the fast-changing | 3.0 | |||
| Governance | environment of technology, the | ||||||
| Association | way that directors guide | ||||||
| (TCGA) | companies to respond | ||||||
| 2018.11.08 | 2018.11.08 | Taiwan Corporate | Innovation, digital technology | 3.0 | |||
| Governance | and competitive advantage | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2020.03.25 | 2020.03.25 | Taiwan Academy | Corporate Governance Lecture | 3.0 | |||
| of Banking and | (Issue 56) | ||||||
| Finance(TABF) | |||||||
| 2020.06.23 | 2020.06.23 | Taiwan Academy | Corporate Governance Lecture | 3.0 | |||
| of Banking and | (Issue 63) | ||||||
| Finance(TABF) |
- 71 -
| Elected | Study situation | Hours of | |||||
| Job Title | Name | (inauguration) | Organizer | Course Title | Advancement | ||
| Course name | |||||||
| Date | From | To | Hours | ||||
| Legal Director | Hsieh, Han-Chang | 1997.04.30 | 2018.10.23 | 2018.10.23 | Chinese National | "The Future of Corporate | 3.0 |
| Representative | Association of | Income Tax under | |||||
| Industry and | Digitalization and | ||||||
| Commerce, | Globalization" | ||||||
| Taiwan(CNAIC) | |||||||
| 2018.10.25 | 2018.10.25 | Chinese National | "The impact of recent labor | 3.0 | |||
| Association of | law changes on business | ||||||
| Industry and | operations" | ||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| 2019.08.20 | 2019.08.20 | Chinese National | Discussion on the Practice of | 3.0 | |||
| Association of | Enterprise Innovation | ||||||
| Industry and | Reference | ||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| 2019.08.27 | 2019.08.27 | Chinese National | The Way to Meet Duties of | 3.0 | |||
| Association of | Corporate Responsible Persons | ||||||
| Industry and | with Focus on Corporate | ||||||
| Commerce, | Governance in the Prevention | ||||||
| Taiwan(CNAIC) | of Legal Liabilities. | ||||||
| 2020.03.17 | 2020.03.17 | Chinese National | Discuss the new thinking of | 3.0 | |||
| Association of | Group tax governance from | ||||||
| Industry and | the future taxation trends of | ||||||
| Commerce, | Digital Services Tax and | ||||||
| Taiwan(CNAIC) | International tax. | ||||||
| 2020.09.24 | 2020.09.24 | Chinese National | The impact of the amendment | 3.0 | |||
| Association of | to the “Securities Investors and | ||||||
| Industry and | Futures Traders Protection | ||||||
| Commerce, | Act” on the company’s | ||||||
| Taiwan (CNAIC) | directors and supervisors and | ||||||
| practical case analysis. | |||||||
| Legal Director | Bryant Hsu | 2016.09.01 | 2018.01.12 | 2018.01.12 | Taiwan Corporate | Behind the scenes of corporate | 3.0 |
| Representative | (Note) | Governance | governance-company | ||||
| Association | secretarial practice | ||||||
| (TCGA) | |||||||
| 2018.03.23 | 2018.03.2 | Taiwan Corporate | Global and cross-strait anti-tax |
3.0 | |||
| Governance | avoidance policies and | ||||||
| Association | measures | ||||||
| (TCGA) | |||||||
| 2018.03.27 | 2018.03.27 | Chinese National | Matters needing attention in | 3.0 | |||
| Association of | the 2018 board of directors | ||||||
| Industry and | and shareholders meeting | ||||||
| Commerce, | |||||||
| Taiwan(CNAIC) | |||||||
| 2020.09.29 | 2020.09.29 | Chinese National | How to improve the self- | 3.0 | |||
| Association of | editing ability of corporate | ||||||
| Industry and | financial reports and | ||||||
| Commerce, | strengthen corporate | ||||||
| Taiwan(CNAIC) | governance | ||||||
| 2020.09.30 | 2020.09.30 | Chinese National | Discussion on the | 3.0 | |||
| Association of | remuneration issues of | ||||||
| Industry and | employees and directors-from | ||||||
| Commerce, | the amendment to Article 14 of | ||||||
| Taiwan (CNAIC) | the Securities Exchange Law | ||||||
- 72 -
| Elected | Study situation | Hours of | |||||
| Job Title | Name | (inauguration) | Organizer | Course Title | Advancement | ||
| Course name | |||||||
| Date | From | To | Hours | ||||
| Legal Director | Lin, Xing-Guo | 2009.05.26 | 2018.10.05 | 2018.10.05 | Taiwan Corporate | Directors' Fiduciary Duties | 3.0 |
| Representative | Governance | and Business Judgment | |||||
| Association | Standards-Case Sharing | ||||||
| (TCGA) | |||||||
| Independent | Liang, Wen-Jing | 2018.06.06 | 2018.11.30 | 2018.11.30 | Taiwan Corporate | Directors' Responsibilities and | 3.0 |
| Director | Governance | Risk Management under the | |||||
| Association | Latest Corporate Governance | ||||||
| (TCGA) | Blueprint | ||||||
| 2018.12.07 | 2018.12.07 | Taiwan Corporate | Operational Practice of Audit | 3.0 | |||
| Governance | Committee | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2019.10.25 | 2019.10.25 | Taiwan Corporate | Corporate Operation and | 3.0 | |||
| Governance | Public Opinion News Crisis | ||||||
| Association | Management Strategies | ||||||
| (TCGA) | |||||||
| 2020.09.24 | 2020.09.24 | Securities and | Propaganda Seminar on | 3.0 | |||
| Futures Institute | Preventing Insider Trading and | ||||||
| Insider EquityTradingin 2020 | |||||||
| 2020.10.23 | 2020.10.23 | Taipei Exchange, | The Year2020 Corporate | 3.0 | |||
| TPEx | Governance and Corporate | ||||||
| Integrity Directors and | |||||||
| Supervisors Promotion | |||||||
| Conference | |||||||
| Independent | Li, Shu-Jhen | 2018.06.06 | 2019.08.02 | 2019.08.02 | Taiwan Corporate | On the Role and |
3.0 |
| Director | Governance | Responsibilities of Corporate | |||||
| Association | Governance Supervisors | ||||||
| (TCGA) | |||||||
| 2019.08.21 | 2019.08.21 | Taiwan Corporate | Operational Practice of Audit |
3.0 | |||
| Governance | Committee | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2019.08.23 | 2019.08.23 | Taiwan Corporate | Analysis of the top ten global |
3.0 | |||
| Governance | risks in 2019 | ||||||
| Association | |||||||
| (TCGA) | |||||||
| 2019.11.01 | 2019.11.01 | Taiwan Corporate | The key check items and |
3.0 | |||
| Governance | countermeasures that the board | ||||||
| Association | of directors should know | ||||||
| (TCGA) | |||||||
| 2020.09.22 | 2020.09.22 | Taipei Exchange, | Listed "Corporate Governance | 3.0 | |||
| TPEx | 3.0-Blueprint for Sustainable | ||||||
| Development" Summit Forum | |||||||
| Agenda | |||||||
| 2020.10.22 | 2020.10.22 | Securities and | Propaganda Seminar on | 3.0 | |||
| Futures Institute | Preventing Insider Trading and | ||||||
| Insider EquityTradingin 2020 | |||||||
| Independent | Huang, Ya-Huei | 2015.06.03 | 2019.11.07 | 2019.11.07 | Taiwan Corporate | Practice of Business Ethics | 3.0 |
| Director | Governance | and Trade Secrets Law | |||||
| Association | |||||||
| (TCGA) | |||||||
| 2020.11.12 | 2020.11.12 | Taiwan Corporate | Prevention of insider trading | 3.0 | |||
| Governance | and related regulations of | ||||||
| Association | insiders | ||||||
| (TCGA) | |||||||
| 2020.11.12 | 2020.11.12 | Taiwan Corporate | Sustainable Enterprise | 3.0 | |||
| Governance | Management—Talking from | ||||||
| Association | the Three Aspects of ESG | ||||||
| (TCGA) |
Note: Director Bryant Hsu, the representative of Shihlin Electric & Engineering Corp., resigned on January 7, 2021, and the representative will not be reassigned for the time being.
- 73 -
4. Information on CPA professional fees:
1. Fee Range of CPAs professional fees information
| Firm Name | CPA Name | CPA Name | Period Covered by CPA’s Audit |
Remark |
|---|---|---|---|---|
| Ernst & Young | Huang, Jian-ze | Fu, Wen-fang | 2020.01.01~2020.12.31 |
Note: If the Company has changed CPA or Accounting Firm during the current fiscal year, the company shall report the information regarding the audit period covered by each CPA and the replacement reason.
Unit: NT$ thousands
| Fee Items Fee Range |
Fee Items Fee Range |
Audit Fee | Non-audit Fee | Total |
|---|---|---|---|---|
| 1 | Less than NT$2,000 thousand | V | ||
| 2 | NT$2,000 thousand(inclusive)~NT$4,000 thousand | V | ||
| 3 | NT$4,000 thousand(inclusive)~NT$6,000 thousand | V | ||
| 4 | NT$6,000 thousand(inclusive)~NT$8,000 thousand | |||
| 5 | NT$8,000 thousand(inclusive)~NT$10,000 thousand | |||
| 6 | NT$10,000 thousand(inclusive)or above |
2. When non-audit fees paid to CPA, to the accounting firm of the certified public accountant, and/or to any affiliated enterprise of such accounting firm are one quarter or more of the audit fees paid thereto, the amounts of both audit and nonaudit fees as well as details of non-audit services shall be disclosed :
Unit: NT$ thousands
| Firm Name | CPA Name |
Audit Fee |
Non-audit Fee | Non-audit Fee | Non-audit Fee | Non-audit Fee | Non-audit Fee | Period Covered by CPA’s Audit |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| System Design |
Company Registration |
Human **Resources ** |
**Other ** | Subtotal | |||||
| Ernst & Young | Huang, Jian-ze |
3,380 | - | - | - | 777 | 777 | 2020.01.01~ 2020.12.31 |
|
| Fu, Wen-fang |
3. In the case of a change of CPA firm and the audit fees for the year of the change are less than those of the previous year, please specify the audit fees before and after the change, and the reasons for the change: N/A
4. In the case of the audit fees being 10% less than that of the previous year, please specify the audit fees before and after the change, and the reasons for the change: N/A
- 74 -
5. CPA Replacement Information In The Recent Two Years: N/A
6. Information regarding the Chairman, General Manager, and Financial or Accounting Manager of the company who has worked with the CPA firm which conducts the Audit of the Company or an affiliate of said firm in the recent year: N/A
7. In the most recent year and as of the date of publication of the annual report, directors, managers, and shareholders whose shareholding ratio exceeds 10% of the equity transfer and equity pledge changes:
1. Directors, managers and major shareholders changes in ownership situation: N/A
2. Shareholding transferred (while the counterparty is a related party): N/A
3. Shareholding pledged (while the counterparty is a related party): N/A
- 75 -
8. Top 10 shareholders and their relationships:
| Name (Note 1) |
Current shareholding | Current shareholding | Shares held by spouses and minorchildren |
Shares held by spouses and minorchildren |
Shares held in another person's name |
Shares held in another person's name |
Name, relationship of top 10 shareholders being the related party as spouse or kin within the secondtierunder the CivilCode (Note3) |
Name, relationship of top 10 shareholders being the related party as spouse or kin within the secondtierunder the CivilCode (Note3) |
Remark |
|
|---|---|---|---|---|---|---|---|---|---|---|
| Number of Shares |
% | Number ofShares |
% | Number ofShares |
% | Name | Relationship | |||
| 1 | Shihlin Electric & EngineeringCorp. |
66,918,617 | 18.24% | 0 | 0% | 0 | 0% | HCT Logistics Co.,Ltd. |
The same person as the chairman of the company. |
|
| Representative / Emmet Hsu |
420,862 | 0.115% | 0 | 0% | 0 | 0% | N/A | N/A | ||
| 2 | HCT Logistics Co., Ltd. |
28,157,000 | 7.67% |
0 | 0% | 0 | 0% | Shihlin Electric & Engineering Corp. |
The same person as the chairman of the company. |
|
| Representative / Emmet Hsu |
420,862 | 0.115% | 0 | 0% | 0 | 0% | N/A | N/A | ||
| 3 | De Hong Investment Corp. |
24,387,000 | 6.65% |
0 | 0% | 0 | 0% | Xin He Investment Corp. Yu Hong Investment Corp. |
The same person as the chairman of the company. The same person as the chairman of the company. |
|
| Representative / Lee,Ying-Chu |
0 | 0% |
0 | 0% | 0 | 0% | N/A | N/A | ||
| 4 | Xin He Investment Corp. |
23,704,000 | 6.46% |
0 | 0% | 0 | 0% | De Hong Investment Corp. Yu Hong Investment Corp. |
The same person as the chairman of the company. The same person as the chairman of the company. |
|
| Representative / Lee,Ying-Chu |
0 | 0% |
0 | 0% | 0 | 0% | N/A | N/A | ||
| 5 | Jin Der Sheng Co., Ltd. |
20,512,000 | 5.59% |
0 | 0% | 0 | 0% | N/A | N/A | |
| Representative / Cai,Ding-Huo |
0 | 0% |
0 | 0% | 0 | 0% | N/A | N/A | ||
| 6 | Yu Hong Investment Corp. |
19,684,000 | 5.36% |
0 | 0% | 0 | 0% | De Hong Investment Corp. Xin He Investment Corp. |
The same person as the chairman of the company. The same person as the chairman of the company. |
|
| Representative / Lee,Ying-Chu |
0 | 0% |
0 | 0% | 0 | 0% | N/A | N/A | ||
| 7 | Shin-Kong Life Insurance Service Co.,Ltd. |
15,955,000 | 4.35% |
0 | 0% | 0 | 0% | N/A | N/A | |
| Representative / Wu,Tung-Ching |
0 | 0% |
0 | 0% | 0 | 0% | N/A | N/A | ||
| 8 | The major investment account of the First Securities (Hong Kong) entrusted to Citibank(Taiwan) |
13,161,000 | 3.59% |
0 | 0% | 0 | 0% | N/A | N/A | |
| 9 | Chang Hong Investment Corp. |
11,450,000 | 3.12% |
0 | 0% | 0 | 0% | N/A | N/A | |
| Representative / Yao,Wun-Liang |
0 | 0% |
0 | 0% | 0 | 0% | N/A | N/A | ||
| 10 | Fubon Life Insurance | 11,000,000 | 3.00% |
0 | 0% | 0 | 0% | N/A | N/A | |
Representative / Richard M. Tsai |
0 | 0% |
0 | 0% | 0 | 0% | N/A | N/A |
Note 1: Name of the top-10 shareholders must be listed respectively. For institutional shareholders, the title of such institutional shareholder and the name of the representative(s) shall be listed respectively.
Note 2: The percentage of shareholding shall be calculated by taking into account the shares held by the shareholder, his/her spouse, children of minor age, and other persons holding shares in his/her name.
Note 3: For the shareholders referred to above including legal person and natural person, shall have the relationship disclosed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Firms.
- 76 -
9. The number of shares held by the Company and Company Directors, Supervisor, managerial officers and the entities directly or indirectly controlled by the Company in a single company, and calculating the consolidated shareholding percentage of the above categories.
| Unit: Shares;% | Unit: Shares;% | Unit: Shares;% | Unit: Shares;% | Unit: Shares;% | Unit: Shares;% | |
|---|---|---|---|---|---|---|
| Long-term Investment (Note 1) | Invested by the Company |
Invested by Directors, Supervisor, Management, and enterprises controlled by the Company directly or indirectly |
Combined Investment | |||
| Shares | % | Shares | % | Shares | % | |
| Ambassador Investment Co.,Ltd. | 48,098,939 | 99.99% | 0 | 0.00% | 48,098,939 | 99.99% |
| Benz Investment Corp. | 42,798,841 | 99.99% | 0 | 0.00% | 42,798,841 | 99.99% |
| Custom Investment Co.,Ltd. | 73,498,924 | 99.99% | 0 | 0.00% | 73,498,924 | 99.99% |
| ChengDer Investment Corp. | 8,416,775 | 27.06% | 13,958,302 | 44.88% | 22,375,077 | 71.94% |
| Yu Der Investment Corp. | 12,127,000 | 22.50% | 29,567,000 | 54.86% | 41,694,000 | 77.36% |
| Qun Xin Properties Co.,Ltd. | 9,000,000 | 25.71% | 0 | 0.00% | 9,000,000 | 25.71% |
| Ambassador Premium Food Co.,Ltd. | 4,870,000 | 100.00% | 0 | 0.00% | 4,870,000 | 100.00% |
| Ambassador BakeryCorp. Ltd. | 600,000 | 60.00% | 0 | 0.00% | 600,000 |
60.00% |
| Ambassador Real Estate Development Co.,Ltd. |
500,000 | 100.00% | 0 | 0.00% | 500,000 |
100.00% |
| Yeung Der Security Management Consultant Co.,Ltd. |
100,000 | 10.00% | 0 | 0.00% | 100,000 |
10.00% |
Note 1:It is investments accounted for using equity method of the Company. Note 2:The information is as of December 31, 2020.
- 77 -
IV. Capital Overview
I. Capital and Shares, Corporate Bonds, Special Shares, Global Depository Receipts, Employee Stock Options, New Shares that Restrict Employee Rights, Mergers and Acquisitions (including Mergers, Acquisitions and Divisions)
1. Source of Capital
Unit: NT$ / shares
| Unit: NT$ / shares | Unit: NT$ / shares | Unit: NT$ / shares | ||||||
|---|---|---|---|---|---|---|---|---|
| Year/ Month |
Issuing Price (NT$) |
Authorized Capital | Paid-in Capital | Remarks | ||||
| Shares | Amount | Shares | Amount | Source of Capital | Capital increased by assets other than cash |
Others | ||
| 1962.11.01 | 100 | 600,000 | 60,000,000 |
600,000 |
60,000,000 | Found | ||
| 1964.08.15 | 100 | 900,000 | 90,000,000 |
900,000 |
90,000,000 | capital increase | ||
| 1965.08.01 | 100 | 1,200,000 | 120,000,000 |
1,200,000 |
120,000,000 | capital increase | ||
| 1974.04.01 | 100 | 1,500,000 | 150,000,000 |
1,500,000 |
150,000,000 | surplus capitalization | ||
| 1975.04.07 | 100 | 1,650,000 | 165,000,000 |
1,650,000 |
165,000,000 | surplus capitalization | ||
| 1977.04.08 | 100 | 2,145,000 | 214,500,000 |
2,145,000 |
214,500,000 | capital reserve capitalization | ||
| 1978.03.01 | 10 | 50,000,000 | 500,000,000 |
30,000,000 | 300,000,000 | capital increase 129,000 surplus capitalization 11,368,500 capital reserve capitalization 74,002,500 |
||
| 1979.09.16 | 10 | 50,000,000 | 500,000,000 |
45,100,000 | 451,000,000 | capital increase 100,000,000 surplus capitalization 51,000,000 |
||
| 1980.07.12 | 10 | 100,000,000 | 1,000,000,000 | 81,865,000 | 818,650,000 | capital increase 300,000,000 surplus capitalization 58,630,000 capital reserve capitalization 9,020,000 |
||
| 1981.08.26 | 10 | 100,000,000 | 1,000,000,000 | 90,051,500 | 900,515,000 | surplus capitalization 32,746,000 capital reserve capitalization 49,119,000 |
||
| 1982.04.22 | 10 | 150,000,000 | 1,500,000,000 | 130,051,500 | 1,300,515,000 | capital increase | ||
| 1988.08.15 | 10 | 150,000,000 | 1,500,000,000 | 143,056,650 | 1,430,566,500 | surplus capitalization | ||
| 1989.02.04 | 40 | 200,000,000 | 2,000,000,000 | 168,056,650 | 1,680,566,500 | capital increase 250,000,000 | ||
| 1991.05.31 | 10 | 200,000,000 | 2,000,000,000 | 184,862,315 | 1,848,623,150 | capital reserve capitalization 168,056,650 |
||
| 1994.10.31 | 40 | 250,000,000 | 2,500,000,000 | 250,000,000 | 2,500,000,000 | capital increase 651,376,850 | ||
| 1997.10 | 26 10 |
450,000,000 | 4,500,000,000 | 325,000,000 | 3,250,000,000 | capital increase 500,000,000 capital reserve capitalization 250,000,000 |
||
| 1998.09 | 10 | 450,000,000 | 4,500,000,000 | 341,250,000 | 3,412,500,000 | capital reserve capitalization 162,500,000 |
Note 2 | |
| 1999.08 | 10 | 450,000,000 | 4,500,000,000 | 358,312,500 | 3,583,125,000 | capital reserve capitalization 170,625,000 |
Note 3 | |
| 2008.06 | 10 | 450,000,000 | 4,500,000,000 | 366,875,770 | 3,668,757,700 | Convertible corporate bonds into common stock 8,563,270 |
Note 4 | |
| 2010.10 | 10 | 450,000,000 | 4,500,000,000 | 366,923,343 | 3,669,233,430 | Convertible corporate bonds into common stock 47,573 |
Note 4 | |
| 2020.07 | 10 | 600,000,000 | 6,000,000,000 | 366,923,343 | 3,669,233,430 | authorized capital stock increase the amount 1,500,000,000 |
Note 1: Fill in the data of the current year as of the printing date of the annual report
Note 2: (87) Tai-Tsai-Cheng (1) No. 59652 dated July 13, 1998, approved for capital increase and public offering. Note 3: (88) Tai-Tsai-Cheng (1) No. 63029 dated July 8, 1999, approved for capital increase and public offering.
Note 4: Jinguanzheng Yizi No. 0970016433 Letter No. 0970016433 Approves the Issuance of the First Unsecured Conversion of Corporate Bonds on April 25, 2008.
- 78 -
| Type of share | Authorized Capital Stock | Authorized Capital Stock | Authorized Capital Stock | Remark |
|---|---|---|---|---|
| **Outstanding Shares ** | Unissued Shares | Total | ||
| Registered Common Stock | 366,923,343 | 233,076,657 | 600,000,000 | Shares have been listed |
2.Composition of Shareholders
| .Composition of Shareholders | .Composition of Shareholders | .Composition of Shareholders | .Composition of Shareholders | |||
|---|---|---|---|---|---|---|
| April 12,2021 | ||||||
| Composition of Shareholders Quantity |
Government Apparatus |
Financial Organization |
Other Juridical Persons |
Individuals | Foreign Institution or Foreigner |
Total |
| Number of Shareholders | 0 | 11 |
188 | 30,805 | 85 | 31,089 |
| Number of Shares | 0 | 31,615,910 |
248,401,376 | 51,376,906 | 35,529,151 | 366,923,343 |
| Shareholdingratio % | 0.00% | 8.62% |
67.70% | 14.00% | 9.68% | 100.00% |
Note : The company's non-primary listed (counter) companies and Xingtai companies do not need to disclose the proportion of their land-owned shares
3. Distribution Profile of Share Ownership
April 12, 2021
| April 12,2021 | |||
|---|---|---|---|
| Shareholders Ownership | Number of Shareholders |
Number of Shares Owned(Shares) |
Shareholding ratio (%) |
| 1 ~999 | 23,871 | 2,305,887 | 0.63% |
| 1,000~5,000 | 5,986 | 11,604,186 | 3.16% |
| 5,001 ~ 10,000 | 665 | 5,097,498 | 1.39% |
| 10,001 ~ 15,000 | 149 | 1,897,363 | 0.52% |
| 15,001 ~ 20,000 | 100 | 1,841,645 | 0.50% |
| 20,001 ~30,000 | 69 | 1,762,199 | 0.48% |
| 30,001 ~ 40,000 | 30 | 1,085,014 | 0.30% |
| 40,001 50,000 |
20 | 968,529 | 0.26% |
| 50,001 ~ 100,000 | 67 | 4,923,191 | 1.34% |
| 100,001 ~ 200,000 | 38 | 5,444,996 | 1.48% |
| 200,001 ~ 400,000 | 27 | 8,117,101 | 2.21% |
| 400,001 ~600,000 | 11 | 5,302,353 | 1.45% |
| 600,001 ~800,000 | 10 | 6,689,346 | 1.82% |
| 800,001 ~ 1,000,000 | 6 | 5,612,414 | 1.53% |
| 1,000,001and above | 40 | 304,271,621 | 82.93% |
| Total | 31,089 | 366,923,343 | 100.00% |
4. Major Shareholders
| . Major Shareholders | . Major Shareholders | . Major Shareholders |
|---|---|---|
| April 12,2021 | ||
| Quantity of shares Names of Major Stockholders |
Total shares owned (Shares) |
Shareholding ratio (%) |
| Shihlin Electric & EngineeringCorp. | 66,918,617 | 18.24% |
| HCT Logistics Co.,Ltd. | 28,157,000 | 7.67% |
| De HongInvestment Corp. | 24,387,000 | 6.65% |
| Xin He Investment Corp. | 23,704,000 | 6.46% |
| Jin Der ShengCo.,Ltd. | 20,512,000 | 5.59% |
| Yu HongInvestment Corp. | 19,684,000 | 5.36% |
| Shin KongLife Insurance Co.,Ltd. | 15,955,000 | 4.35% |
| The major investment account of the First Securities (Hong Kong) entrusted to Citibank (Taiwan) |
13,161,000 | 3.59% |
| ChangHongInvestment Corp. | 11,450,000 | 3.12% |
| Fubon Life Insurance Co.,Ltd. | 11,000,000 | 3.00% |
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5. Market Price, Net Value, Earnings and Dividends per Common Share Latest two years
| Years Item |
Years Item |
Years Item |
2020 | 2019 | The current year As of May 4, 2021 (Note 8) |
|---|---|---|---|---|---|
| Market price per share (Note 1) |
Highest | 33.20 | 32.85 | 31.50 | |
| Lowest | 21.50 | 20.80 | 28.75 | ||
| Average | 28.04 | 23.18 | 29.80 | ||
| Net value per share (Note 2) |
Before distribution | 30.45 | 29.08 | - | |
| After distribution | The annual shareholders’ meeting hasnot yet been held. |
29.08 | - | ||
| Earnings per share |
Weighted Average Outstanding Shares |
366,923,343 | 366,923,343 | - | |
| EPS (loss) (Note 3) | 0.01 | 1.05 | - | ||
| Dividends per Share |
Cash Dividend | The annual shareholders’ meeting hasnot yet been held. |
0 | - | |
| Stock Dividends |
Surplus allotment | 0 | 0 | - | |
| Capital reserve allotment | 0 | 0 | - | ||
| Accumulated Undistributed Dividends(Note 4) |
0 | 0 | - | ||
| Investment Return Analysis |
Price / Earnings Ratio (Note 5) | 2,804 | 22.08 | - | |
| Price / Dividend Ratio(Note 6) | The annual shareholders’ meeting hasnot yet been held. |
- | - | ||
| Cash Dividend Yield Rate(Note 7) | The annual shareholders’ meeting has notyet been held. |
0 | - |
Note 1: List the highest and lowest market prices of each year, and calculate the average market price of each year based on the transaction value and volume of each year.
Note 2: Based on the number of issued shares at the end of the year and based on the distribution of the next year’s shareholders’ meeting.
Note 3: If retrospective adjustment is required due to circumstances such as gratuitous allotment, the earnings per share before and after adjustment are shown.
Note 4: If the equity securities issuance conditions stipulate that the dividends not paid in the current year will be accumulated to the year when there is a surplus, the dividends accumulated as of the current year will be disclosed separately.
Note 5: Price / Earnings Ratio = Average Market Price / Earnings per Share
Note 6: Price / Dividend Ratio = Average Market Price / Cash Dividends per Share
Note 7: Cash Dividend Yield Rate = Cash Dividends per Share / Average Market Price
Note 8: The company has not prepared individual financial reports for the first quarter of 2021.
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6. Company Dividend Policy, Status of Execution and Explanation of expected major changes
1. Dividend Policy
In order to consider the company’s future capital needs and meet the shareholders’ demand for cash inflows, after the company’s annual accounts, if there is a surplus, the annual cash dividend shall not be less than 10% of the total cash and stock dividends issued in the current year, But if the surplus and funds in the next year are more abundant, the disbursement ratio will be increased
2.Dividend distribution status
| Years | Dividendsper Share(shares / NT$) |
|---|---|
| 2015 | 0.7 |
| 2016 | 0.7 |
| 2017 | 0.4 |
| 2018 | 0.4 |
| 2019 | 0 |
The 2020-year surplus distribution proposal was approved by the board of directors and the proposed non-distribution of cash dividends is still pending for the resolution of the shareholders’ meeting on June 10, 2021.
3.Expected major changes
7. Effect on Business Performance and EPS resulting from Stock Dividend distribution proposed by the 2020 Shareholders’ meeting: N/A
8. Compensation of Employees and Directors
- The compensation of employees and directors set out in the Articles of Incorporation of the Company is as follows :
According to the company’s Articles of Incorporation, if the company makes a profit in the current year (the so-called profit refers to the profit before tax minus the profit before director’s remuneration and employee remuneration), it shall be appropriated
-
(1) Up to 4% in director remuneration.
-
(2) Employee remuneration between 1%~8%.
However, when the company still has accumulated losses, it shall reserve the compensation amount in advance.
If there is a surplus in the company’s annual final accounts, it shall first pay taxes to make up for the accumulated losses. The 10% shall be the statutory surplus reserve. If there is any surplus in the current year, the special surplus reserve shall be allocated according to the regulations of the competent authority, and the remaining special surplus shall be allocated The allocation of public reserve and the distribution of dividends shall be drafted by the board of directors and submitted to the shareholders meeting for resolution.
-
The calculation basis of the estimated amount of compensation for employees and directors in the current period, the calculation basis of the number of shares for allotment of stock dividends, and the accounting treatment when there is a difference between the actual allotment amount and the estimated amount: Listed as profit and loss for the following year.
-
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-
Board of Directors adoption of remuneration information
-
(1) The proposed distribution of employee cash compensation is NT$32,000 (about 1%), employee stock dividend is 0; directors and supervisors' remuneration is 0 (0%).
-
(2) The proposed distribution of employee stock compensation is calculated as 0, accounting for 0% of the net profit after tax of the individual or individual financial report for the current period, and the total employee compensation is 0%.
-
(3) After the proposed distribution of employee compensation and the compensation of directors and supervisors, the basic after-tax earnings per share is NT$ 0.01.
-
The actual distribution of the remuneration of employees and directors in the previous year (including the number of allotted shares, amount and stock price), and the difference between the remuneration of recognized employees and directors, and the number of differences, reasons and handling circumstances should be stated.
The employee compensation for the year 2019 has been allotted in the year 2019, and the employee cash dividend of NT$ 30,000,000 does not differ from the estimated number on the account. The actual amount of directors’ remuneration is 0, due to the severe COVID-19 epidemic, all directors of the company voluntarily gave up on April 15, 2020.
Directors’ remuneration for the year of 2019 is to help enrich the company’s working capital. Therefore, the estimated difference in the remuneration of directors of NT$ 15,000,000 in the year of 2019 has been included in the profit and loss of year 2020.
9. Share Repurchases by the Company : None.
10. Issuance of Corporate Bonds: None.
11. Issuance of Preferred Stock : None.
12. Issuance of Global Depositary Receipts : None.
13. Issuance of Employee Stock Options : None.
14.Circumstances of restricting employee rights: None
15. Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies : None.
II. The Implementation of the Company's Capital Allocation Plans
1. Project content
As of the quarter before the publication date of the annual report, the previous issuances or private placement of securities have not been completed or have been completed within the last three years and the benefits of the plan have not yet appeared: N/A
2. Implementation status
As of the quarter before the publication date of the annual report, the company's previous securities fund utilization plans have been completed.
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V. Operation Overview
I. Business content
1. Business scope
-
(1) The main contents of the business operated by the Group are as follows
-
(1) F203010 Retail Sale of Food, Grocery and Beverage.
-
(2) F501030 Beverage Shops.
-
(3) F501060 Restaurants.
-
(4) G202010 Parking area Operators.
-
(5) H701010 Housing and Building Development and Rental.
-
(6) H701040 Specific Area Development.
-
(7) H701060 New County and Community Construction and Investment.
-
(8) H703090 Real Estate Commerce.
-
(9) H703100 Real Estate Rental and Leasing.
-
(10) J701020 Amusement Parks.
-
(11) J701040 Recreational Activities grounds and Facilities.
-
(12) J702080 Bar industry.
-
(13) J901011 International and General Tourist Hotels.
-
(14) JA03010 Laundry industry.
-
(15) JE01010 Rental and Leasing.
-
(16) JZ99020 Sauna industry.
-
(17) JZ99080 Beauty and Hairdressing Services.
(18) ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.
(2) Business proportion
| (18) ZZ99999 All that Business proportion |
business items that are not prohibited or res are subject to special approval. |
|---|---|
| Item | Percentage of operatingincome 2020 |
| Room revenue | 19% |
| Cateringrevenue | 80% |
| Other revenue | 1% |
| Subtotal | 100% |
-
(3) Group's current products (services) items
-
A. Dining: Including the following distinctive restaurants and bars, providing a variety of delicious dishes and high-level quality services.
The Ambassador
A CUT Steakhouse :
The letter ‘ A ’ in the name represents the best quality steaks, style and service at A CUT STEAKHOUSE. A CUT chefs select the world’s choicest cuts of beef in steak dishes. Finest western cuisine cooked with seasonal fresh ingredients, rich wine collection and five-star service and facilities, providing customers with wonderful and pleasant dining experience.
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Sichuan cuisine restaurant :
As the Sichuan restaurant has been keen to study and upgrade the cooking skills for half a century, the Taipei City Government recognize it as one of the 22 must-eat retro fashion restaurants. The delicious sparks aroused by the ingredients, spices and seasonings are based on the five flavors of Sichuan cuisine "flavor, hot, spicy, crisp, and tender" and build strong foundation for continuous improvements. Every year, the chef team goes further to the China to learn the authentic Sichuan flavors, bringing back a series of authentic Sichuan cuisines, introducing the essence of Bashu cuisine into Taiwan and integrating The new Sichuan cuisine with traditional characteristics and new ideas allows customers to taste the fascinating flavors of Sichuan cuisine as if traveling through time and space.
Cantonese cuisine restaurant :
The superb Cantonese dishes, whether it is seafood dishes or Hong Kong-style dim sum, follow the traditional recipes and are prepared with fresh ingredients. To pair with delicacies, Taiwanese high mountain oolong tea must not be missed. A sip of good tea will also make the dining experience perfect.
Ahmicafe :
Named from the largest indigenous tribe in Taiwan, the South Island style woodcarving decorations can be found everywhere in the restaurant, making it full of relaxed and cozy atmosphere. Through the french window, the beautiful view of the garden and small bridge makes the restaurant an unforgettable dining place for many Taipei citizens . In addition to the classic Taiwanese dishes, the menu also includes a variety of Japanese, South Asia, Italian and American-Mexico-exotic delicacies.
Buffet :
A fusion of Chinese, Western and Japanese dining, matched with exotic delicacies, and a variety of exquisite European-style desserts to satisfy your discerning taste buds. The relaxed atmosphere is most suitable for friends and relatives, business gatherings, to taste a wealth of food feasts and enjoy a good time together.
Corner Bakery 63 :
Using fresh top-quality rye and imported raw materials as well as five-star baking techniques, Corner Bakery 63 bakes various classic breads every and combining French art and Japanese exquisiteness to make irresistible cakes and pastries. Consequently, the bakery becomes a favorite of people who have a sweet tooth in the Taipei metropolitan areas. The name of “ Corner Bakery 63 ” takes its meaning like at the corner of home, there is a bakery with rich fragrance, making customers taste the fragrance of bread with happiness!
Lobby Lounge :
It is the first to create healthy and comfortable dining area and to provide healthy, innovative, and taste purely naturalistic fashionable exotic cuisine. In addition to the "health orientation" of organic cuisine, it also actively invests in the research and development of healthy catering, so that customers can experience comfort and relaxed atmosphere in body, mind and spirit.
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Conference and banquet hall :
The Ambassador Hotels in Taipei, Hsinchu, and Kaohsiung all have large pillarless high-rise banquet halls and multi-functional conference halls, which can accommodate social events or corporate meetings such as festive banquets for more than 1,000 people to banquets for several people; lighting. Audio, video equipment and other hardware and software equipment are available to meet the needs of various activities.
Gym :
The health club includes various fitness facilities such as gymnasium, jacuzzi, oven, steam room and swimming pool. It is well-equipped to provide customers with relaxation and vitality while on vacation or business trips.
Ambassador Hotel Taipei Linkou Golf Course Restaurant :
The restaurant has beautiful grassy stadium landscape. It provides customers with delicious dishes of Sichuan cuisine, Cantonese cuisine and Taiwanese cuisine. In addition to providing banquet dishes that pay attention to high-end ingredients, including the most famous Peking Roast Duck at the Ambassador Hotel in Taipei. It also provides intimate dishes such as preserved eggs, braised pork, and steamed chicken, to provide services for diversified dining needs.
The Ambassador Hotel Hsinchu Xinfeng Golf Course Restaurant :
Located in the Xinfeng golf course in Hsinchu, it has a Chinese restaurant, a Western restaurant, and a multi-functional banquet hall. It provides authentic Sichuan cuisine, Hakka cuisine and other delicious dishes. The chef ’ s special recommendation dishes are launched from time to time. Let the customers taste different in different periods of time
B. Guest room :
The Ambassador Hotel Taipei :
There are 402 rooms in the whole building, including 106 newly renovated rooms of November 2019 (including: double, triple, and quadruple rooms) and 48 standard single rooms, 118 standard double rooms, 18 deluxe double rooms. The three executive floors includes 81 executive rooms, 15 executive deluxe rooms, 6 executive suites, 6 executive business suites, 2 executive deluxe suites, 1 Ambassador suite and 1 presidential suite.
The Ambassador Hotel Hsinchu :
The entire building has 257 rooms with excellent city views, including 98 deluxe rooms, 96 executive rooms, 20 family rooms, 10 quadruple rooms, 9 scenic rooms, 8 executive rooms, and 6 business suites, 5 executive suites, 4 Ambassador suites and 1 presidential suite.
The Ambassador Hotel Kaohsiung :
There are 446 guest rooms in the whole building, including 138 exquisite rooms, 111 harborview rooms, 29 deluxe harbor-view rooms, 150 deluxe rooms, 17 Ambassador suites, and 1 presidential suite.
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(4) New product development
- A. Create a high quality and finest gift box
Adhering to the concept of dessert as an extension of cuisine, the company has been focusing on the development of the baking in recent years, from various pastry cakes, to pineapple cakes, mid-autumn moon cakes and other festive gift boxes. It constantly pursues improvements in taste and in packaging design, which incorporates more innovative new elements to better upgrade the traditional pastries to another new boutiquelevel of gift box. From the selection of ingredients, the blending of flavors, to the use of baking technology, with the ultimate taste, the gift box has been upgraded to a higher level of new food culture realm, successfully shaping the brand representative of Taiwan's exquisite food
B. Ambassador Premium Food Co., Ltd.
To cope with the fast expanding of business, the company establish a related enterprise, Hen Kon Foods Corporation, to better build an open and transparent procurement platform, reduce the cost of food ingredients, ensure the quality and safety of fresh food ingredients, strengthen the integration of channels and logistics, and improve operational efficiency so as to cater for the needs of building the brand and increasing economic scale.
2. Industry Overview
(1) Industry Status
At present, the hotels registered and reported by the Tourism Bureau include:
【 Taipei 】
Grand Hi-Lai Hotel Taipei (420 rooms) is expected to be completed on December 31, 2022.
The Howard Plaza Hotel Taipei (199 rooms) is expected to be completed on December 31, 2022. Nangang Taizhuang Hotel (242 rooms) is expected to be completed on December 31, 2022.
【 Kaohsiung 】
Dingding Hotel (308 rooms) is expected to be completed on December 31, 2022.
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(2) Relevance of the industry's upper, middle and lower reaches
| Dining Section Guest room Section |
Upper reaches | Lower reaches | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Middle reaches | ||||||||||
| Fresh Food Supplier | Provide raw materials | International Tourism Hotel | consumer | |||||||
| Beverage supplier | ||||||||||
| General Supplies Supplier |
||||||||||
| Room Supplies Supplier |
||||||||||
| Online booking | Reservation | |||||||||
| Personal reservation | ||||||||||
| Travel agency booking |
||||||||||
| Company Reservation |
==> picture [146 x 21] intentionally omitted <==
(3) Product development trend and competition
For tourism and tourism industry, the great challenge in 2020 is definitely the impact of the successive global outbreaks of the new crown pneumonia epidemic. According to statistics from the Tourism Bureau of Taiwan's Ministry of Transportation, in January 2020, due to tourism, business visits, student exchanges and other reasons, the number of tourists entering Taiwan from all over the world reached 810,000. However, after the outbreak of the new crown pneumonia, the number of inbound passengers dropped sharply to 350,000 in an instant, a reduction of at least 50%. Countries around the world are also showing the same downturn. According to the survey, the occupancy rate of the global hotel industry is expected to decrease by 42% in 2020, and the demand for global air travel is expected to drop by 48%.
For Taiwan, with the successive implementation of border control policies by various countries, the number of inbound visitors across Taiwan in April dropped sharply to 2,559, and there were only 10 inbound tourists for sightseeing purposes, which is compared with the number of nearly 500,000 before the outbreak of the epidemic. , The distance is very large. With border control, cross-border movement was forced to stop, and as a result, the tourism industry was almost shut down, causing severe damage to the travel agency, aviation, and
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cruise industries. As for domestic tourism under the epidemic, the biggest problem facing the government is the public health crisis. In the early stage of the epidemic, most people chose to avoid entering and leaving clusters. As a result, tourism areas, restaurants, department stores and other related businesses faced great impact. According to statistics from the Ministry of Transportation, in April 2020, the occupancy rate of tourist hotels in Taiwan was only 15.13%, which was one-quarter of 58.90% at the beginning of the outbreak in January. The impact of public health concerns on Taiwan ’ s domestic tourism can be seen Average. However, with the gradual control of the epidemic in Taiwan, the local tourism market in Taiwan has gradually recovered, but it will take at least two or three years to return to the past prosperity.
3. Technology and R&D Overview : N/A
4. Long and short term business development strategies
Long-term goals and strategies :
-
(1) Human-based management: talents are the most important assets. The company cares employees and provides them with a good working environment and sound welfare system. In response to the future competition from international chain hotel, it continuously improves the quality of service. It also conducts MA training programs to actively develop hotel management professionals.
-
(2) Sustainable brand management: Maximize operating profit by leveraging the product excellence and sales channels; improve customer satisfaction with innovative products, and maintain and strengthen the company's brand awareness and image.
-
(3) Development of middle level managers: The company have continued to provide highquality catering for more than 50 years. Many senior restaurant directors put their efforts to understand customers’ needs and the preference of tastes so as to provide customized hospitality services to customers. The accumulated excellent customer service experiences are highly recognized by many customers. In view of the senior executive’s future personal career planning, in order to provide the same high-quality service, the company began to carry out customer service experiences inheritance, and encourage the middle level managers take over the management so that the company can still provide customers with the most customized and warmest service.
Short term and mid-term strategies :
-
(1) Continue to plan, decorate and renovate the leisure facilities and business premises of various branches. In 2021, we will focus on improving the level up of food, The cantonese restaurant, Sichuan restaurant and A CUT Steakhouse will continue to introduce new dishes every season, giving customers a different experience.
-
(2) Leverage the tourism resources around the hotel and famous attractions, and integrate with travel agencies, and other industries to design themes accommodation projects to attract new customers.
-
(3) Continue to implement the integration plan of classic dishes of the company, set up a "Cooking Center" and a dedicated supervision unit to promote a unified quality standard, so as lo best leverage catering advantage, improve the chef's ability and strengthen the company’s Core competence and promote “THE AMBASSADOR” to be a leading brand in the hotel industry.
-
(4) The establishment of the "Kuo Bin Academy" is divided into four categories: catering,
-
88 -
cooking, guest rooms, and staff. It continues to stimulate internal professional skills to improve, pass on experience from generation to generation, and integrate innovative elements to maintain the high-quality image of "home away from home" for state guests. Advantage positioning and high market visibility of the State Guest Hotel
-
(5) Through cross-industry alliances and cooperation between the company and Fubond and other credit card companies to issue co-branded credit cards to attract more customers to experience excellent accommodation, catering and other high quality services and further develop them as loyal customers.
-
(6) Actively promote alliances with social network vendors in different industries, and develop high-quality publications, including videos, and a variety of publications, to cater to the preferences of high-level travelers.
-
(7) Enforce the corporate social responsibility policy, expand the scope of social care, integrate corporate social responsibility into the company's operating strategy so as to better feedback to the society.
2. Overview of market, production and sales
1. Market Analysis
(1) Sales and provision regions of main products and services
The company's revenue are mainly comes from catering service and guestroom rental, which accounted for 80% and 19% of net operating revenue respectively for the year of 2020. The customers can be roughly divided into domestic tourists and foreign tourists. The distribution analysis of customers in the past two years is listed as follows:
| Year | Taiwanese | Japanese | American | Asian | Mainland China |
Other areas | Total |
|---|---|---|---|---|---|---|---|
| 2020 | 83.1% | 8.2% | 1.0% | 4.3% | 0.7% | 2.7% | 100% |
| 2019 | 33.9% | 34.5% | 3.5% | 10.8% | 11.8% | 5.5% | 100% |
Source: The Company's own statistics
(2) Market Share
| Market Share | ||||||
|---|---|---|---|---|---|---|
| Year | Taipei | Hsinchu | Kaohsiung | |||
| Room | Catering | Room | Catering | Room | Catering | |
| 2020 | 4.0% | 11.7% | 12.1% | 30.1% | 25.8% | 15.7% |
| 2019 | 4.9% | 11.2% | 14.3% | 29.1% | 21.4% | 15.5% |
Source : Source: Industry statistics
(3) Market Positioning
The Ambassador Hotel has always been a service enterprise that combines a variety of artistic and cultural spirits, and is self-approved with diligent service and professional management. It emphasizes the core corporate values of "Integrity", "Teamwork", "Innovation" and "Feedback". Provide consumers with caring and high-quality services with professional quality of hospitality and innovation. It positions the Taipei branch as a "Taiwan classic hotel", the Hsinchu branch as a "top business hotel", and the Kaohsiung branch as a "metropolitan leisure
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hotel", so as to create competitive advantages and further promote the company to more regions and better feedback to the wider consumers.
- (4) The supply and demand analysis and future growth of the market
According to statistics from the Tourism Bureau, a total of 1,377,861 tourists came to Taiwan in 2020, an decrease of 88.39% over the same period last year. The visitor numbers and growth rates of the main source markets are as follows:
Japan 269,659 (-87.56%), Hong Kong and Macau 177,622 (-89.90%), Korea 178,911(-85.60%), Mainland China 111,050 (-95.91%), Southeast Asia 435,383 (-83.21%), U.S. 82,872 (-86.30%), Europe 59,512 (-84.61%) and 21,999 (-83.29%) from New Zealand and Australia. Among them, there were 694,187 visitors for "tourism", an decrease of 91.78% compared with last year, accounting for about 54% of the total number of visitors, and 81,324 visitors for "business", an decrease of 89.10% from last year. On the whole, due to the global new crown pneumonia epidemic, the number of international tourists has fallen sharply compared with last year, making most domestic businesses turn to the domestic tourism market for Chinese people, and the source of tourists from urban businesses is international business negotiations. Mainly tourists, it is difficult to attract the compatriot to stay.
Overall,
Considering the consumer trends, impact of the epidemic, international financial and political situations, the company continues to adopt the following business strategies:
-
A. Continue to strengthen hotel hardware, develop innovative restaurant products, maintain good availabilities of facility, and enhence customer satisfaction level.
-
B. Strategies to consolidate existing tourist sources and develop new tourist sources, continue to develop domestic tourist sources, and actively expand the overseas business tourist market.
-
C. Combining local elements, develop in-depth and intellectual accommodation products, and increase the housing rate of each branch.
-
D. Leverage the leading branding advantages to organize various gourmet events, establish the position of the Ambassador Hotel's high-quality catering and market reputation advantages, and maximize the marginal benefits of catering and gourmet extensions.
-
E. On the premise of providing passengers with higher attractiveness and better quality services, establish strategic alliances with various partners.
-
F. Strengthen the main channel of interactive marketing on social networking sites as a virtual channel for brand promotion or product sales.
-
G Actively develop a diversified customer source market to better manage the risk of adverse effects caused by international financial and political situations or natural and man-made disasters.
-
(5) The advantages and disadvantages of competitive niches and development prospects and adaptive strategy
A. Competitive niche
The company is well-known for its good facilities, attentive service and professional management, and has been highly recognized by domestic and foreign customers. It continues to provide consumers with considerate and high-quality services based on
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"hospitality and innovation", positioning the Taipei branch as a "Taiwanese classic hotel", the Hsinchu branch as a "top business hotel", and Kaohsiung branch as a "urban leisure hotel". Kaohsiung branch passed the five-star hotel evaluation and certification of the Tourism Bureau of the Ministry of Transport in 1999, becoming the "first" hotel in Kaohsiung area to receive this honor. Taipei and Hsinchu branches also completed this evaluation and certification in 2011 so as to improve the quality of professional services at a higher level. Furthermore, they won the "Star Travel 100 of the Year" award from the Tourism Bureau of the Ministry of Communications in 2018. The cantonese restaurant and Sichuan restaurant in the Ambassador of Taipei branch have been recommended by Michelin plates, and A CUT Steakhouse has been awarded one Michelin star, and the quality of the dining is highly affirmed.
B. Advantage
-
a. The company image, brand and service quality are well recognized.
-
b. The government has designated 2021 as the "Year of Bicycle Sightseeing". It will plan NT$1.6 billion to integrate relevant central and local units, and improve the overall quality of bicycle services through measures such as the establishment of bicycle supply stations, and the establishment of the "Taiwan Bicycle Tour Network" "Recommend high-quality bicycle tourism routes and related transportation methods to enhance the depth and breadth of local tourism. Under the continuous promotion of relevant policies by the government, the number of domestic national tourists will be rewarded. At the same time, relying on the promotion of local high-quality tourism can also become a weapon for attracting international tourists after the border is unblocked.
C. Disadvantages and adaptive strategies
-
a. There are still variables in the new crown pneumonia epidemic:
-
COVID-19 vaccines from major pharmaceutical companies have been provided to people in various countries for injection. However, some vaccines have been reported to have side effects. There are still uncertainties in the actual vaccine effect and when the domestic vaccine can be applied on a large scale. The World Tourism Forum Institute, a tourism research organization, predicts that although global tourism activities will gradually resume from May 2021, they will be able to return to 2019 levels by 2024. Some governments have begun to promote the "travel bubble", but because the national health authorities have different standards for the identification of the epidemic, most travel bubbles are still in the negotiation stage, which shows that the tourism industry in 2021 is not optimistic.
-
Adaptive strategies: With professional services and clear market positioning, continue to
- operate the national guest brand image, integrate the resources of the three halls, use strategic alliances between the same industry or different industries, and actively operate e-commerce to strengthen the overall management performance. And grasp market trends and trends, improve the effectiveness of the development and application of marketing techniques, and strive for possible business performance.
-
91 -
-
b. Difficult to recruit talents in the tourism industry
-
Adaptive strategies: In order to improve the quality of service and talent cultivation, the company conducts the "Organizational Development Plan" project, with integrity, team work, innovation, and social responsibility as corporate core values (ITIS). Build the talent management framework, including talent selection, placement, training, retention, in an open and fair manner to urge employees for continuous improvement. The company also encourages employees to contribute their creativity and innovation to make the driving force for enterprise development. Besides, the company create a good communication channel and resource sharing platform between various departments, to provide better service quality and to achieve higher operating performance.
2. The usage and production process of major products
The major products of the company are to rent rooms, provide catering and provide meeting venues and other related facilities, with the aim of the greatest satisfaction of customers.
3. Supply status of major raw materials
The company mainly operates guest room rental and catering services. Its main raw materials are hotelwares and fresh foods, etc., and its supply is stable.
4. The names of customers who accounted for more than 10% of the total purchases (sales) in the last two years
-
(1). Major purchase customers:
-
The company does not have customers whose purchases account for more than 10%, so it is not applicable
-
(2) Major sales customers:
The company does not have customers whose sales account for more than 10%, so it is not applicable.
5. Production volume and value in the last two years:
Unit: NTD thousands
| Unit: NTD thousands | Unit: NTD thousands | |||
|---|---|---|---|---|
| Years Product |
2020 |
2019 | ||
| Amount | % | Amount | % | |
| Room cost | 239,659 | 15.5% | 301,647 | 16.9% |
| Cateringcost | 1,065,742 | 69.1% | 1,302,522 | 72.8% |
| Other cost | 237,111 | 15.4% | 184,019 | 10.3% |
| Total | 1,541,512 | 100.0% | 1,788,188 | 100.0% |
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6. Sales value of major service items in the last two years:
| . Sales value of major service items in the last two years: | . Sales value of major service items in the last two years: | . Sales value of major service items in the last two years: | . Sales value of major service items in the last two years: | . Sales value of major service items in the last two years: |
|---|---|---|---|---|
| Unit: NTD thousands | ||||
| Years Product |
2020 | 2019 | ||
| Amount | % | Amount | % | |
| Room revenue | 379,598 | 18.9% | 892,593 | 30.6% |
| Cateringrevenue | 1,609,803 | 80.1% | 2,001,676 | 68.7% |
| Other revenue | 19,298 | 1.0% | 21,434 | 0.7% |
| Total | 2,008,699 | 100.0% | 2,915,703 | 100.0% |
III. Employees
Information of employees in the most recent two years and as of the publication date of the
annual report
| annual report | annual report | |||
|---|---|---|---|---|
| Year | 2020 | 2019 | As of March31,2021 |
|
| No. of Employee |
Direct labor | 640 | 755 | 644 |
| Indirect labor | 194 | 222 | 192 | |
| Management staff | 315 | 333 | 300 | |
| Total | 1,149 | 1,310 | 1,136 | |
| Average age | 38.8 | 36 | 39.9 | |
| Averageyears of service | 8.1 | 6.8 | 9.2 | |
| Academy Ratio (%) |
Doctor | - | - | - |
| Master | 5% | 4% | 6% | |
| College | 62% | 61% | 62% | |
| Senior High School | 22% | 24% | 22% | |
| Under Senior High School | 11% | 11% | 10% |
IV. Environmental Protection Expenditure
1. The total amount of loss and disposition incurred due to environment contamination in most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None
2. Proposed Measures for Improvement
| 2021 2020 (1) Improvement Plans None None (2) Estimated Environmental Capital Expenditure for Next Three Annual Periods 2024 2023 ●Pollution Prevention Equipment Proposed to be Purchased or Expenditure Contents None None ●Improvement to be Achieved None None ●Amount None None |
2022 |
|---|---|
| None None None |
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(3) Post-improvement impact
| Post-improvement impact | |||
|---|---|---|---|
| ● Impact on net profit ● Impact of competition position ponse actions failed to be adopted (1) Reasons for not taking improvement measures (2) Pollution status (3) Possible loss and compensation amount |
2024 None None N/A N/A N/A |
2023 None None N/A N/A N/A |
2022 |
| None None N/A N/A N/A |
2. Response actions failed to be adopted
3. Responding to the impact of EU Hazardous Substances (RoHS) on the Group's financial and business: N/A
V. Labor Relations
1. Current important labor-management agreements and implementation status
-
(1) Employee welfare policies and implementation:
-
(a) Provide labor with insurance and national health insurance in accordance with regulations.
-
(b) Establish an employee welfare committee to be responsible for the promotion of employee welfare and the management of recreational activities.
-
(c) Conduct annual health checks for employees to take care of their health.
-
(d) Set up a clinic and hire professional nursing staff, and provide regular on-site health services by doctors, provide staff safety and health guidance, prevention and treatment of occupational and general injuries, health consultation, first aid and emergency treatment.
-
(e) Establish an employee stock ownership association to assist employees in accumulating wealth for a long time, and to enhance the stability of their lives after retirement or resignation in the future.
-
(f) Equipped with staff lounges and male and female staff dormitories, which provide free rest for night shifts and employees from other counties or cities.
-
(g) The staff restaurant provides nutritious and hygienic diet care for the staff and optimizes the dining environment.
-
(h) There is a library, providing various books, magazines and reference books for employees to read freely.
-
(i) There are subsidies for employees' marriage, funeral, maternity and children scholarships.
-
(j) Implement new welfare measures for group insurance to provide employees with protection against illness and accidents.
-
(2) Retirement
-
In accordance with the relevant provisions of the "Labor Standards Act" and the "Labor Pension Regulations", matters such as the provision of labor retirement reserves and the payment of new monthly pensions for employees are handled as follows:
-
(a) In the old pension system of the Labor Standards Act, there is a limitation on the minimum retirement years. The company provides better benefits to employees, that is,
-
94 -
employees who have worked for more than 20 years (inclusive) can apply for voluntary retirement. This has been reported to the authority for approval and expressly stipulated in the policies.
-
(b) The company makes monthly advances for the retirement pensions of employees under the Labor Standards Act (old system) and transfers the funds to the retirement reserve account of the Bank of Taiwan. For employees under the new system of labor pension regulations, the company complies the obligation to deposited 6% of the labor pension into a special labor pension account established by the Bureau of Labor Insurance.
-
(3) Training and development
Provide employees with training on workplaces, work knowledge and various work skills. The course categories include management courses, catering professional training courses, foreign language training courses and occupational safety and health training. The total amount of employee education and training costs for the entire company in 2020 years is NT$665 thousand. The implementation status of the courses in 2020 years is as follows:
| Training course | Class | Total Man-hours |
|---|---|---|
| Leadshipand management | 78 | 11,096 |
| Catering professional training | 774 | 27,355 |
| Foreign language training | 16 | 162 |
| Occupational safetyand health training | 965 | 7,212 |
| Total | 1,833 | 45,825 |
Plan to implement the E-learning system, formulate internal lecturer management syste, and set up an education and training committee. The system has been officially launched and implemented to achieve the goal of well management on professional catering knowledge
- (4) Code of employee conduct or ethics
Corporate image is regarded as an important intangible asset of the company. In order to enable all colleagues to truly understand the meaning of honesty and integrity, and to enable employees to follow their rights, obligations and ethical concepts, relevant policies and procedures have been formulated, which are summarized as follows:
-
(a) Taking "Integrity" as one of the guiding principles, upholding the ethics and integrity, and urging employees to establish good customer interactions and manufacturer relationships, the company also adopts fair and open evaluation standards for the talent management processes, such as, the use, development and retention of talent.
-
(b) In order to enhance the internal control system, improve organizational operations efficiency as well as in accordance with the Labor Standards Act, the company has established human resource policy, which include chapters on employees hiring, leave, salary, rewards and punishments, etc. It stipulates the rights and obligations of both employers and employees, and distributes a booklet to employees when they are on board, so that they can clearly understand and comply with it.
-
(c) In order to enable employees to uphold the spirit of integrity during their tenure, and to adhere to honesty, integrity and the highest professional ethics as the code of conduct, the "employee ethics agreement" is specially prepared to each employee. They should read the agreement carefully to fully understand their obligation of confidentiality on information of business, finance, information, etc. They should sign the agreement when they are onboard.
-
95 -
-
(d) To prevent sexual harassment in the workplace and ensure the equal rights and interests of gender at work, the company stipulated guidelines in the internal policies and published on the internal website. The company also set up the complaint channel for employees to ensure smooth communication. Besides, the company conducted training programs for employees every year to fully understand policies and act accordingly.
-
(5) Protective measures for working environment and employee safety: To implement the occupational safety and health policy and effectively create a "zeroincident" working environment, the "Occupational Safety and Health Department" was established to actually take the responsibility of promoting labor safety and health. The relevant measures are as follows:
-
(1) Set work safety and health standards.
-
(2) Maintenance and regular inspection of various equipment.
-
(3) Safety inspection of employees' working environment.
-
(4) Conduct occupational safety and health education and training.
-
(5) Regularly conduct the "Occupational Safety and Health Committee" to review and enhancement.
-
(6) Status of labor agreement
As for employees benefits such as paid leave, free vacation, public holidays, are all well defined in internal policy which is in accordance with the Labor Standards Act, and shall be processed after negotiation and agreement by the labor-management conference or the employee's consent.
-
(7) Training records of internal auditors and accounting supervisors or obtaining relevant licenses specified by the competent authority:
-
(a) Internal Auditors
| Internal Auditors | ||
|---|---|---|
| Name | License | TrainingCourse & Hours |
| Cao, You-Jhen | ― | Perspective workplace types of fraud, criminal penalties practices, behavior patterns and red flag warning. (6 hours) Internal auditing staff of "information security" and "personal privacy" legal compliance a variety of measures to resolve practical issues.(6 hours) |
| Chen, Zih-Yun | ― | How do internal auditors interpret operating performance and risks from IFRS financial statements. (6 hours) Instance of the Labor Incident Act.(6 hours) |
- (2) Accounting supervisor
| Name | Training Institution | Training Course & Hours |
|---|---|---|
| He, Jhong-Ren | Accounting Research and Development Foundation in Taiwan(ARDF) |
Advanced training course for the accounting supervisor of issuer, securities firm and stock exchange (12 hours) |
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2. Losses suffered by the company due to labor disputes in the most recent year and up to the date of publication of the annual report: None
VI. Important Contracts
| Contract Nature |
Parties | Contract Start & End Date |
Main Content |
Restriction Clause |
|---|---|---|---|---|
| Medium- term loan contract |
Bank of Taiwan |
2021.02.19~ 2023.02.19 |
Total credit limit: NT$9 billion | Hsinchu business building and land first place set at 1.65 billion |
| Short- and medium- term loan contract |
Hua Nan Bank | 2020.06.09~ 2021.06.05 |
Total credit limit: NT$50 billion and 10 million |
Taipei business and administration building set up guarantee |
| Land use and superficies contract |
HCT Logistics Co., Ltd. |
2021.01.01~ 2030.12.31 |
The company leases the land located at No. 567-2 in the central section of Hsinchu City for the overall development of the Hsinchu State Guest Hotel and department store, and uses the revenue range of Shin Kong Mitsukoshi Department Store Co., Ltd.’s Hsinchu store for the year as the “lease and ground rights” Set the basis for calculating the rent in the contract. When the lease term expires, the company has the priority tolease. |
None |
| Catering Cooperation Agreement |
Charter Leisure Co., Ltd. |
2021.01.01~ 2021.12.31 |
Charter Leisure Co., Ltd. provides the restaurant venue for Tianmu International Friendship Association, and the company provides goods and related services. |
None |
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VI. Financial Information
I. Consolidated Balance Sheet and Income Statement for the Last Five Fiscal Years
1. Condensed balance sheet and Condensed comprehensive income statement
Condensed Balance Sheet
Unit:NT$ thousands
| Year Item |
Year Item |
Financial information for the last five years (Note1) |
Financial information for the last five years (Note1) |
Financial information for the last five years (Note1) |
Financial information for the last five years (Note1) |
Financial information for the last five years (Note1) |
Financial information available up to March 31, 2021 (Note 2) |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Current assets | 4,784,472 | 3,924,832 |
3,682,373 | 3,530,327 | 3,489,569 | 5,087,693 |
|
| Property, plant and equipment |
5,416,725 | 5,429,318 |
5,390,881 | 5,477,453 | 5,621,680 | 5,376,439 |
|
| Intangible assets | 0 | 0 |
0 | 0 | 0 | 0 |
|
| Other assets | 3,095,097 | 2,815,544 |
2,408,197 | 2,247,391 | 2,128,572 | 3,023,370 |
|
| Total assets | 13,296,294 | 12,169,694 |
11,481,451 | 11,255,171 | 11,239,821 | 13,487,502 |
|
| Current liabilities |
Before distribution |
1,880,778 | 1,182,932 |
1,287,928 | 859,229 | 941,721 | 2,034,380 |
| After distribution |
Note 3 | 1,182,932 | 1,141,159 | 712,460 | 684,875 | ― |
|
| Non-current liabilities | 236,437 | 312,713 |
199,662 | 748,199 | 892,874 | 317,872 |
|
| Total liabilities |
Before distribution |
2,117,215 | 1,495,645 |
1,487,590 | 1,607,428 | 1,834,595 | 2,352,252 |
| After distribution |
Note 3 | 1,495,645 | 1,340,821 | 1,460,659 | 1,577,749 | ― |
|
| Shareholder’s equity attributable to parent company |
11,174,372 | 10,669,469 |
9,951,299 | 9,604,049 | 9,360,240 | 11,130,576 |
|
| Capital stock | 3,669,234 | 3,669,234 |
3,669,234 | 3,669,234 | 3,669,234 | 3,669,234 |
|
| Capital surplus | 2,932,131 | 2,932,076 |
2,928,326 | 2,926,763 | 2,925,795 | 2,932,131 |
|
| Retailed earnings |
Before distribution |
2,803,782 | 2,771,649 |
2,542,962 |
2,225,716 |
2,036,609 | 2,797,190 |
| After distribution |
Note 3 | 2,771,649 | 2,396,193 | 2,078,947 | 1,779,763 | ― |
|
| Other equity | 1,769,225 | 1,296,510 |
810,777 | 782,336 | 728,602 | 1,732,021 |
|
| Treasurystock | 0 | 0 |
0 | 0 | 0 | 0 |
|
| Non-controllingInterest | 4,707 |
4,580 |
42,562 | 43,694 | 44,986 | 4,674 |
|
| Total equities |
Before distribution |
11,179,079 | 10,674,049 |
9,993,861 | 9,647,743 | 9,405,226 | 11,135,250 |
| After distribution |
Note 3 | 10,674,049 | 9,847,092 | 9,500,974 | 9,148,380 | ― |
Note 1: The company provides IFRSs financial information.
Note 2: The financial statement for Q1 of 2021was reviewed by the external auditor.
Note 3: Not yet held shareholders’ meeting.
- 98 -
Condensed Comprehensive Income Statement
| Condensed Comprehensive Income Statement | Condensed Comprehensive Income Statement | Condensed Comprehensive Income Statement | Condensed Comprehensive Income Statement | Condensed Comprehensive Income Statement | Condensed Comprehensive Income Statement | Condensed Comprehensive Income Statement |
|---|---|---|---|---|---|---|
| Unit:NT$ thousands | ||||||
| Year Item |
Financial information for the last five years (Note1) |
Financial information available up to March 31, 2021 (Note2) |
||||
| 2020 | 2019 | 2018 | 2017 | 2016 | ||
| Operatingincome | 2,008,699 | 2,915,703 |
2,977,046 | 3,094,234 | 3,610,837 | 549,394 |
| Grossprofit | 467,187 | 1,127,515 |
1,242,389 | 1,342,251 | 1,420,548 | 198,222 |
| Operating profit or loss | (276,011) | 190,142 | 320,103 | 419,198 | 353,056 | 24,508 |
| Non-Operating income and expense |
281,245 | 232,668 |
188,559 | 98,140 | 133,004 | (31,238) |
| Net income before tax | 5,234 | 422,810 |
508,662 | 517,338 | 486,060 | (6,730) |
| Net income of continuingoperations |
3,255 | 382,349 |
403,211 | 438,695 | 409,850 | (6,625) |
| Loss of discontinued operation(Note 3) |
0 | 0 |
0 | 0 | 0 | 0 |
| Net income(loss) | 3,255 | 382,349 |
403,211 | 438,695 | 409,850 | (6,625) |
| Other comprehensive profit and loss(net) |
489,682 | 481,435 |
19,278 | 57,123 | (128,323) | (37,204) |
| Total comprehensive profit and loss |
492,937 | 863,784 |
422,489 | 495,818 | 281,527 | (43,829) |
| Net income attributable to parent company’s shareholders |
2,608 |
383,635 |
404,343 | 442,564 | 426,162 | (6,592) |
| Net income attributable to noncontrolling interests |
647 |
(1,286) |
(1,132) | (3,869) | (16,312) | (33) |
| Total comprehensive profit and loss attributable to parent company’s shareholders |
492,290 | 865,070 |
423,621 | 499,687 | 297,839 | (43,796) |
| Total comprehensive profit and loss attributable to noncontrollinginterests |
647 |
(1,286) |
(1,132) | (3,869) | (16,312) | (33) |
| Earnings per share | 0.01 | 1.05 |
1.10 | 1.21 | 1.16 | (0.02) |
Note 1: The company provides IFRSs financial information.
Note 2: The Consolidated Financial Statements for Q1 of 2021was reviewed by the external auditor.
Note 3: The loss of a suspended business unit is the net amount after deducting income tax.
- 99 -
2. Standalone balance sheet and comprehensive income statement
Standalone Balance Sheet
| Standalone Balance Sheet | Standalone Balance Sheet | Standalone Balance Sheet | Standalone Balance Sheet | Standalone Balance Sheet | Standalone Balance Sheet | Standalone Balance Sheet | Standalone Balance Sheet |
|---|---|---|---|---|---|---|---|
| Unit: NT$ thousands | |||||||
| Year Item |
Financial information for the last five years (Note 1) |
Financial information available up to March 31, 2021(Note2) |
|||||
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Current assets | 3,375,795 | 2,618,289 | 2,457,902 | 2,318,149 | 2,256,439 | ||
| Property, plant, and equipment |
5,411,508 | 5,422,231 |
5,363,453 | 5,448,532 | 5,601,820 | ||
| Intangible assets | 0 | 0 | 0 | 0 | 0 | ||
| Otherassets | 4,479,007 | 4,091,157 | 3,574,420 | 3,394,417 | 3,290,683 | ||
| Totalassets | 13,266,310 | 12,131,677 | 11,395,775 | 11,161,098 | 11,148,942 | ||
| Current liabilities |
Before distribution |
1,856,010 |
1,150,002 |
1,245,322 | 809,358 | 897,403 | |
| After distribution |
Note 3 |
1,150,002 | 1,098,553 | 662,589 | 640,557 | ||
| Noncurrentliabilities | 235,928 | 312,206 | 199,154 | 747,691 | 891,299 | ||
| Total liabilities |
Before distribution |
2,091,938 |
1,462,208 |
1,444,476 | 1,557,049 | 1,788,702 | |
| After distribution |
Note 3 |
1,462,208 | 1,297,707 | 1,410,280 | 1,531,856 | ||
| Shareholder’s equity attributable to parent company |
11,174,372 | 10,669,469 |
9,951,299 | 9,604,049 | 9,360,240 | ||
| Commonstock | 3,669,234 | 3,669,234 |
3,669,234 | 3,669,234 | 3,669,234 | ||
| Capitalsurplus | 2,932,131 | 2,932,076 |
2,928,326 | 2,926,763 | 2,925,795 | ||
| Retailed earnings |
Before distribution |
2,803,782 |
2,771,649 |
2,542,962 | 2,225,716 | 2,036,609 | |
| After distribution |
Note 3 |
2,771,649 | 2,396,193 | 2,078,947 | 1,779,763 | ||
| Otherequity | 1,769,225 | 1,296,510 | 810,777 | 782,336 | 728,602 | ||
| Treasury stocks | 0 | 0 | 0 | 0 | 0 | ||
| Total equity |
Before distribution |
11,174,372 |
10,669,469 |
9,951,299 | 9,604,049 | 9,360,240 | |
| After distribution |
Note 3 |
10,669,469 | 9,804,530 | 9,457,280 | 9,103,394 |
Note 1: The company provides IFRSs financial information.
Note 2: The financial statement for Q1 of 2021was reviewed by the external auditor. Note 3: Not yet held shareholders’ meeting.
- 100 -
Standalone Comprehensive Income Statement
Unit: NT$ thousands
| Year Item |
Financial information for the last five years (Note 1) |
Financial information for the last five years (Note 1) |
Financial information for the last five years (Note 1) |
Financial information for the last five years (Note 1) |
Financial information for the last five years (Note 1) |
Financial information available up to March 31, 2021(Note2) |
|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | ||
| OperatingIncome | 1,991,144 | 2,897,494 |
2,959,034 | 3,082,897 | 3,201,103 | |
| Gross profit | 460,053 | 1,116,399 | 1,233,185 | 1,336,376 | 1,312,171 | |
| Operating profit or loss | (280,075) | 186,360 | 318,021 | 419,966 | 378,575 | |
| Non-Operating income and expense |
283,243 | 233,751 |
188,044 | 95,596 | 122,253 | |
| Netincome before tax | 3,168 | 420,111 | 506,065 | 515,562 | 500,828 | |
| Net income of continuing operations |
2,608 | 383,635 |
404,343 | 442,564 | 426,162 | |
| Loss of discontinued operation(Note 3) |
0 | 0 |
0 | 0 | 0 | |
| Net income(losses) | 2,608 | 383,635 |
404,343 | 442,564 | 426,162 | |
| Other comprehensive income (net aftertax) |
489,682 | 481,435 |
19,278 | 57,123 | (128,323) | |
| Total comprehensive income |
492,290 | 865,070 |
423,621 | 499,687 | 297,839 | |
| Earningsper share | 0.01 | 1.05 |
1.10 | 1.21 | 1.16 |
Note 1: The company provides IFRSs financial information. Note 2: The Consolidated Financial Statements for Q1 of 2021was reviewed by the external auditor. Note 3: The loss of a suspended business unit is the net amount after deducting income tax.
3. CPAs’ Name and audit opinion for the last five years
| CPAs’ Name and audit | opinion for the last five years | |
|---|---|---|
| Year | CPAs’ Name | Audit opinion |
| 2016 | Lin,Su-Wen、Lin,Li-Huang | No reservations. |
| 2017 | Lin,Li-Huang、Fu,Wen-Fang | No reservations. |
| 2018 | Huang,Jian-Ze、Fu,Wen-Fang | No reservations. |
| 2019 | Huang,Jian-Ze、Fu,Wen-Fang | No reservations. |
| 2020 | Huang,Jian-Ze、Fu,Wen-Fang | No reservations. |
- 101 -
II. Financial analysis for the last five years
1. Financial analysis
| Year Item |
Year Item |
Financialanalysisforthelastfive years | Financialanalysisforthelastfive years | Financialanalysisforthelastfive years | Financialanalysisforthelastfive years | Financialanalysisforthelastfive years | Financial information available up to March 31, 2021 (Note1) |
|---|---|---|---|---|---|---|---|
2020 |
2019 | 2018 | 2017 | 2016 | |||
| Financial structure (%) |
Liabilities to assets | 15.92 | 12.29 | 12.96 | 14.28 | 16.32 | 17.44 |
| Long-term fund for property, plant and equipment |
210.75 | 202.36 | 189.09 | 189.80 | 183.19 | 213.02 |
|
| Liquidity analysis (%) |
Currentratio | 254.39 | 331.79 | 285.91 | 410.87 | 370.55 | 250.09 |
| Quick ratio | 246.16 | 316.57 | 272.52 | 390.93 | 354.17 | 242.32 | |
| Interest coverageratio | 2.29 | 134.55 | 107.92 | 66.15 | 24.42 | (1.68) |
|
| Operation performance analysis |
Receivables turnover (times) (Note2) |
25.71 | 23.88 | 22.86 | 25.82 | 29.26 | 56.68 |
| Average collection days(Note2) |
14.19 | 15.28 | 15.96 | 14.14 | 12.47 | 6.44 |
|
| Inventory turnover (times) (Note2) |
13.03 | 14.82 | 15.03 | 17.21 | 19.51 | 17.07 |
|
Payables turnover (times) (Note2) |
7.58 | 9.04 | 8.98 | 8.95 | 9.25 | 10.73 |
|
| Average inventory turnoverdays (Note2) |
28.01 | 24.62 | 24.28 | 21.21 | 18.71 | 21.39 |
|
| Property, plant and equipment turnover (times) (Note2) |
0.37 | 0.54 | 0.55 | 0.56 | 0.64 | 0.41 |
|
| Total assets turnover (times) (Note2) |
0.15 | 0.24 | 0.26 | 0.27 | 0.32 | 0.16 |
|
| Profitability | Return on assets (%) (Note2) |
0.06 | 3.26 | 3.58 | 3.96 | 3.64 | (0.13) |
| Return on equity (%) (Note2) |
0.03 | 3.70 | 4.11 | 4.61 | 4.37 | (0.24) |
|
| Pre-tax income to paid- in capital ratio (%) (Note2) |
0.14 | 11.52 | 13.86 | 14.10 | 13.25 | (0.73) |
|
| Net income margin (%) (Note2) |
0.16 | 13.11 | 13.54 | 14.18 | 11.35 | (1.21) |
|
| EPS (NT$) | 0.01 | 1.05 | 1.10 | 1.21 | 1.16 | (0.02) | |
| Cash flow (%) |
Cash flowratio (%) | 3.76 | 37.14 | 45.48 | 72.76 | 69.39 | (1.83) |
| Cash flow adequacy ratio (%) |
105.87 | 109.16 | 122.79 | 118.53 | 108.37 | 108.78 |
|
| Cash flow reinvestment ratio (%) |
0.40 | 1.69 | 2.67 | 2.25 | 2.45 | (0.21) |
|
| Leverage | Operating leverage (Note2) |
(1.25) | 4.66 | 3.07 | 2.60 | 3.44 | 6.85 |
| Financial leverage (Note 2) |
0.98 | 1.02 | 1.01 | 1.02 | 1.06 | 1.12 |
Note 1: The Consolidated Financial Statements for Q1 of 2021was reviewed by the external auditor.
Note 2: The relevant profit and loss amount of the Q1 financial ratio in 2021 is calculated for the entire year after conversion.
The cause of changes of more than 20% in rates over the last two years:
-
Liabilities to assets: Mainly due to the increase in short-term borrowings.
-
102 -
-
Current ratio: Mainly due to the increase in short-term borrowings.
-
Quick ratio: Mainly due to the increase in short-term borrowings.
-
Interest coverage ratio: Mainly due to the decrease in pre-tax benefits.
-
Property, plant and equipment turnover: Mainly due to the decrease in operating income.
-
Total assets turnover: Mainly due to the decrease in operating income.
-
Return on assets: Mainly due to the decrease in after-tax benefits.
-
Return on equity: Mainly due to the decrease in after-tax benefits.
-
Pre-tax income to paid-in capital ratio: Mainly due to the decrease in pre-tax benefits.
-
Net income margin: Mainly due to the decrease in after-tax benefits.
-
EPS: Mainly due to the decline in overall profit due to the impact of the COVID-19 epidemic.
-
Cash flow ratio: Mainly due to the decrease in net cash inflow from operating activities and the increase in current liabilities.
-
Cash flow reinvestment ratio: Mainly due to the decrease in net cash inflow from operating activities.
-
Operating leverage: Mainly due to the decrease in operating profit.
The financial analysis formula:
-
Financial structure
-
(1) Debt ratio = Total liabilities/total assets.
-
(2) Long term funds to property, plant, and equipment ratio = (Total shareholders’ equity + noncurrent liabilities)/net property, plant, and equipment
-
Solvency
-
(1) Current ratio = Current assets/current liabilities
-
(2) Quick ratio = (Current assets - inventory - prepaid expenses)/current liabilities
-
(3) Times Interest Earned = Net income before tax and interest expense/current interest expense
-
Operating ability
-
(1) Accounts Receivable (including account receivable and note receivable from operating) turnover = Net sales/average Receivables (including account receivable and note receivable from operating) balance
-
(2) Average collection period = 365 days/ accounts receivable turnover
-
(3) Inventory turnover (times) = Cost of goods sold/average inventory
-
(4) Accounts Payable (including Account payable and Note payable from operating) turnover = Cost of goods sold/average accounts payable (including Account payable and Note payable from operating)
-
(5) Average inventory turnover days = 365 days/ inventory turnover
-
(6) Property, plant, and equipment turnover (times) = Net sales/ average net average property, plant, and equipment
-
(7) Total asset turnover = Net sales/average total assets
-
Profitability
-
(1) Return on total assets = [net income + interest expense x (1-tax ratio)]/average total assets
-
(2) Return on shareholder’s equity = Net income/average total shareholder’s equity
-
(3) Profit margin = Net income/ net sales
-
(4) Earnings per Share = (Net income attributable to parent company’s shareholders - preferred stock dividend)/ weighted average number of shares issued
-
Cash flow
-
(1) Cash flow ratio = Cash flow from operating activities/current liabilities
-
(2) Net cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividends
-
(3) Cash reinvestment ratio = (Net cash flow from operating activities - cash dividends)/ (gross property, plant, and equipment + long-term investments + other non-current assets + working capital)
-
Leverage
-
(1) Operating leverage = (Net operating income - variable operating cost and expense)/operating income
-
(2) Financial leverage = Operating income/ (operating income - interest expenses)
-
103 -
2. Standalone Financial Analysis
| Year Item |
Year Item |
Financialanalysisforthelastfive years |
Financialanalysisforthelastfive years |
Financialanalysisforthelastfive years |
Financialanalysisforthelastfive years |
Financialanalysisforthelastfive years |
Financial information available up to March 31, 2021(Note1) |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Financial structure (%) |
Liabilities to assets | 15.77 | 12.05 | 12.68 | 13.95 | 16.04 | |
| Long-term fund for property, plant and equipment |
210.85 | 202.53 | 189.25 | 189.99 | 183.00 | ||
| Liquidity analysis (%) |
Currentratio | 181.88 | 227.68 | 197.37 | 286.42 | 251.44 | |
| Quick ratio | 173.56 | 212.06 | 183.64 | 265.46 | 234.39 | ||
| Interest coverageratio | 1.82 | 133.69 | 108.41 | 67.87 | 45.70 | ||
| Operation performance analysis |
Receivables turnover (times) |
26.50 | 24.55 | 23.28 | 26.46 | 28.51 | |
| Average collection days |
13.78 | 14.87 | 15.68 | 13.80 | 12.80 | ||
| Inventory turnover (times) |
11.77 | 12.80 | 13.14 | 15.33 | 18.47 | ||
| Payables turnover (times) |
7.88 | 9.08 | 9.25 | 9.26 | 9.39 | ||
| Average inventory turnoverdays |
31.02 | 28.51 | 27.78 | 23.80 | 19.76 | ||
| Property, plant and equipment turnover (times) |
0.37 | 0.53 | 0.55 | 0.57 | 0.57 | ||
| Total assets turnover (times) |
0.15 | 0.24 | 0.26 | 0.28 | 0.29 | ||
| Profitability | Returnonassets (%) | 0.05 | 3.28 | 3.62 | 4.02 | 3.84 | |
| Returnonequity (%) | 0.02 | 3.72 | 4.14 | 4.67 | 4.56 | ||
| Pre-tax income to paid- incapital ratio (%) |
0.09 | 11.45 | 13.79 | 14.05 | 13.65 | ||
| Netincomemargin(%) | 0.13 | 13.24 | 13.66 | 14.36 | 13.31 | ||
| EPS (NT$) | 0.01 | 1.05 | 1.10 | 1.21 | 1.16 | ||
| Cash flow (%) |
Cash flowratio (%) | 3.74 | 39.30 | 47.40 | 76.53 | 67.27 | |
| Cash flow adequacy ratio (%) |
114.04 | 127.90 | 153.67 | 150.89 | 142.71 | ||
| Cash flow reinvestment ratio (%) |
0.39 | 1.76 | 2.70 | 2.23 | 2.15 | ||
| Leverage | Operatingleverage | (1.20) | 4.69 | 3.06 | 2.58 | 3.03 | |
| Financial leverage | 0.98 | 1.02 | 1.01 | 1.02 | 1.03 |
Note 1: The company does not need to prepare individual financial reports for the first quarter of 2021.
The cause of changes of more than 20% in rates over the last two years:
-
Liabilities to assets: Mainly due to the increase in short-term borrowings.
-
Current ratio: Mainly due to the increase in short-term borrowings.
-
Interest coverage ratio: Mainly due to the decrease in pre-tax benefits.
-
Property, plant and equipment turnover: Mainly due to the decrease in operating income.
-
Total assets turnover: Mainly due to the decrease in operating income.
-
Return on assets: Mainly due to the decrease in after-tax benefits.
-
Return on equity: Mainly due to the decrease in after-tax benefits.
-
Pre-tax income to paid-in capital ratio: Mainly due to the decrease in pre-tax benefits.
-
Net income margin: Mainly due to the decrease in after-tax benefits.
-
EPS: Mainly due to the decline in overall profit due to the impact of the COVID-19 epidemic.
-
104 -
-
Cash flow ratio: Mainly due to the decrease in net cash inflow from operating activities and the increase in current liabilities.
-
Cash flow reinvestment ratio: Mainly due to the decrease in net cash inflow from operating activities.
-
Operating leverage: Mainly due to the decrease in operating profit.
The financial analysis formula:
-
Financial structure
-
(1) Debt ratio = Total liabilities/total assets.
-
(2) Long term funds to property, plant, and equipment ratio = (Total shareholders’ equity + noncurrent liabilities)/net property, plant, and equipment
-
Solvency
-
(1) Current ratio = Current assets/current liabilities
-
(2) Quick ratio = (Current assets - inventory - prepaid expenses)/current liabilities
-
(3) Times Interest Earned = Net income before tax and interest expense/current interest expense
-
Operating ability
-
(1) Accounts Receivable (including account receivable and note receivable from operating) turnover = Net sales/average Receivables (including account receivable and note receivable from operating) balance
-
(2) Average collection period = 365 days/ accounts receivable turnover
-
(3) Inventory turnover (times) = Cost of goods sold/average inventory
-
(4) Accounts Payable (including Account payable and Note payable from operating) turnover = Cost of goods sold/average accounts payable (including Account payable and Note payable from operating)
-
(5) Average inventory turnover days = 365 days/ inventory turnover
-
(6) Property, plant, and equipment turnover (times) = Net sales/ average net average property, plant, and equipment
-
(7) Total asset turnover = Net sales/average total assets
-
Profitability
-
(1) Return on total assets = [net income + interest expense x (1-tax ratio)]/average total assets
-
(2) Return on shareholder’s equity = Net income/average total shareholder’s equity
-
(3) Profit margin = Net income/ net sales
-
(4) Earnings per Share = (Net income attributable to parent company’s shareholders - preferred stock dividend)/ weighted average number of shares issued
-
Cash flow
-
(1) Cash flow ratio = Cash flow from operating activities/current liabilities
-
(2) Net cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividends
-
(3) Cash reinvestment ratio = (Net cash flow from operating activities - cash dividends)/ (gross property, plant, and equipment + long-term investments + other non-current assets + working capital)
-
Leverage
-
(1) Operating leverage = (Net operating income - variable operating cost and expense)/operating income
-
(2) Financial leverage = Operating income/ (operating income - interest expenses)
-
105 -
3. Audit Committee’ Report
THE AMBASSADOR HOTEL CO., LTD.
Audit Committee’s Review Report
To the 2021 General Shareholders’ Meeting of THE AMBASSADOR HOTEL CO., LTD.,
The Company’s 2020 financial statements have been approved by the Audit Committee and by the Board of Directors. The CPA Huang, Jian-ze and CPA Fu, Wen-fang, members of the Ernst & Young have completed the audit of the financial statements and issued an audit report relating thereto. In addition, the Board of Directors has prepared and submitted to us the Company’s 2020 business report and proposal for distribution of earnings. We, the Audit Committee members, have duly examined and determined such business report and proposal for distribution of earnings to be in line with the requirements under the Company Law and relevant laws and regulations. According to Article 14-4 of the Securities and Exchange Act and Article 219 of Company Law, we hereby submit this report.
The Convener of the Audit Committee: Liang, Wen-jing
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09 Mar. 2021
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IV. The audited consolidated fi ancial statements of 2020
Representation Letter Translated from Chinese
The companies that are required to be included in the combined financial statements of The Ambassador Hotel Co., Ltd. as of and for the year ended December 31, 2020 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 prepared in conformity with the International Financial Reporting Standards No.10, “Consolidated Financial Statements”. In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, The Ambassador Hotel Co., Ltd. and its subsidiaries do not prepare a separate set of combined financial statements.
Very truly yours,
The Ambassador Hotel Co., Ltd.
By
==> picture [45 x 45] intentionally omitted <==
Emmet Hsu Chairman
March 9, 2021
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DECLARATION OF CONSOLIDATION OF FINANCIAL STATEMENTS OF AFFILIATES
The companies required to be included in the consolidated financial statements of affiliates in accordance with the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” for the year ended December 31, 2020 are all the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standards No. 10, “Consolidated Financial Statements”. Relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. Hence, we do not prepare a separate set of consolidated financial statements of affiliates.
Very truly yours,
The Ambassador Hotel Co., Ltd.
By
==> picture [45 x 45] intentionally omitted <==
Emmet Hsu Chairman
March 9, 2021
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Independent Auditors’ Report Translated from Chinese
To The Ambassador Hotel Co., Ltd.
Opinion
We have audited the accompanying consolidated balance sheets of The Ambassador Hotel Co., Ltd. (“the Company”) and its subsidiaries as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the consolidated financial statements, including the summary of significant accounting policies (together “the consolidated financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2020 and 2019, and their consolidated financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed and became effective by Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2020 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- 109 -
Revenue Recognition
Net sales recognized by the Company and its subsidiaries amounted to NT$ 2,008,699 thousand for the year ended December 31, 2020. As revenue included room revenue and food and beverage sales with large number of transactions, the appropriateness of timing of revenue recognition is material for the consolidated financial statements. Therefore, we considered this is a key audit matter. Our audit procedures included (but not limited to), assessing the appropriateness of the accounting policy of revenue recognition, performing walkthrough of room revenue and food and beverage sales to understand the internal control of sales process and the effectiveness of the design of internal controls, testing operating effectiveness of internal controls related to the timing of revenue recognition, selecting samples to perform cut-off testing and inspecting billing statements and invoices to verify proper cut-off of revenue. In addition, we evaluated the adequacy of disclosures of operating revenues. Please refer to Notes 4 and 6 to the consolidated financial statements.
Net defined benefit liabilities
The Company and its subsidiaries are labor-intensive industry. Employees are high in seniority and most of them chose defined benefits plan. As of December 31, 2020, the Company and its subsidiaries’ net defined benefit liabilities-noncurrent amounted to NT$61,743 thousand, representing 2.92% of consolidated total liabilities. The defined benefit costs were recognized as profit or loss amounted to NT$4,641 thousand, representing 88.67% of consolidated income before tax for the year ended December 31, 2020. In addition, the valuation of the defined benefit plan involved making various assumptions. Change in assumptions may be significant for the consolidated financial statements. Therefore, we considered this is a key audit matter. Since the aforementioned amounts were recognized by the Company and its subsidiaries according to the actuarial report issued by an external actuary, we communicated with the external expert and assessed objectivity. We tested the accuracy and completeness of the underlying data used in the actuarial report, assessed the reasonableness of assumptions or principles and performed sensitivity analysis (including discount rate, turnover rate and expected rate of salary increases). In addition, we evaluated the adequacy of disclosures of net defined benefit liabilities. Please refer to Notes 4, 5 and 6 to the consolidated financial statements.
Other Matter – Making Reference to the Audits of Component Auditors
We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. These associates and joint ventures under equity method amounted to NT$1,729,322 thousand and NT$1,604,898 thousand, representing 13.01% and 13.19% of consolidated total assets as of December 31, 2020 and 2019, respectively. The related shares of profits (losses) from the associates and joint ventures under the equity method amounted to NT$(28,029) thousand and NT$62,111 thousand, representing (535.52)% and 14.69% of the consolidated net income before tax for the years ended December 31 2020 and 2019, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$59,677 thousand and NT$174,648 thousand, representing 12.19% and 36.28% of the consolidated other comprehensive income for the years ended December 31, 2020 and 2019, respectively.
- 110 -
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by Financial Supervisory Commission of the Republic of China and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the ability to continue as a going concern of the Company and its subsidiaries, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and its subsidiaries or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company and its subsidiaries.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
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.
-
111 -
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
- 112 -
Other
We have audited and expressed an unqualified opinion including an Other Matter Paragraph on the parent company only financial statements of the Company as of and for the years ended December 31, 2020 and 2019.
/s/Huang, Chien-Che
/s/Fuh, Wen-Fun
Ernst & Young, Taiwan March 9, 2021
Notice to Readers
The accompanying consolidated financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying consolidated financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
- 113 -
ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
==> picture [697 x 384] intentionally omitted <==
----- Start of picture text -----
Assets December 31, 2020 December 31, 2019
Notes
Contents Amount % Amount %
Current assets
Cash and cash equivalents 4,6 $434,967 3 $573,450 5
Financial assets at fair value through other comprehensive income, current 4,6 4,130,041 31 3,055,511 25
Notes receivable, net 4,6 514 - 14,766 -
Accounts receivable, net 4,6,7 47,736 - 93,249 1
Other receivables 7 1,288 - 3,922 -
Inventories 4,6 78,406 1 103,432 1
Prepayments 7 76,354 1 76,562 -
Other current assets 15,166 - 3,940 -
Total current assets 4,784,472 36 3,924,832 32
Non-current assets
Financial assets at fair value through profit or loss, non-current 4,5,6 676,518 5 589,116 5
Financial assets at fair value through other comprehensive income, non-current 4,6 358,263 3 369,145 3
Financial assets at amortised cost, non-current 4,6,8 15,930 - 15,930 -
Investments accounted for using equity method 4,6 1,729,322 13 1,604,898 13
Property, plant and equipment 4,6,8,9 5,416,725 41 5,429,318 45
Right-of-use assets 4,5,6,8 63,626 - 26,138 -
Investment property, net 4,5,6 72,617 1 72,869 1
Deferred tax assets 4,5,6 127,881 1 103,783 1
Other non-current assets 7 50,940 - 33,665 -
Total non-current assets 8,511,822 64 8,244,862 68
Total assets $13,296,294 100 $12,169,694 100
----- End of picture text -----
The accompanying notes are an integral part of consolidated financial statements.
- 114 -
ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (CONTINUED) December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
==> picture [697 x 384] intentionally omitted <==
----- Start of picture text -----
Liabilities and Equity Notes December 31, 2020 December 31, 2019
Contents Amount % Amount %
Current liabilities
Short-term loans 6,8 $920,000 7 $220,000 2
Contract liabilities, current 6,8 197,838 1 200,432 2
Notes payable 4,6 533 - 533 -
Accounts payable 134,950 1 176,415 1
Other payables 6 491,658 4 544,384 4
Current tax liabilities 4,6,7 9,831 - 3,098 -
Lease liabilities, current 4,5,6 12,879 - 14,773 -
Current portion of long-term liabilities 4,6,8 100,000 1 11,000 -
Other current liabilities 4,6 13,089 - 12,297 -
Total current liabilities 1,880,778 14 1,182,932 9
Non-current liabilities
Long-term loans 4,6,12 20,000 - 120,000 1
Deferred tax liabilities 6,8 89,553 1 72,073 1
Lease liabilities, non-current 4,5,6 50,820 - 11,447 -
Net defined benefit liabilities, non-current 4,5,6 61,743 1 93,342 1
Other non-current liabilities - others 7 14,321 - 15,851 -
Total non-current liabilities 236,437 2 312,713 3
Total liabilities 2,117,215 16 1,495,645 12
Equity attributable to shareholders of the parent
Capital stock 6
Common stock 3,669,234 28 3,669,234 30
Capital surplus 6 2,932,131 22 2,932,076 24
Retained earnings 6
Legal reserve 766,323 6 727,960 6
Special reserve 195,815 1 195,815 2
Unappropriated earnings 1,841,644 14 1,847,874 15
Total retained earnings 2,803,782 21 2,771,649 23
Other components of equity 1,769,225 13 1,296,510 11
Non-controlling interests 6 4,707 - 4,580 -
Total equity 11,179,079 84 10,674,049 88
Total liabilities and equity $13,296,294 100 $12,169,694 100
----- End of picture text -----
The accompanying notes are an integral part of consolidated financial statements.
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ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
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----- Start of picture text -----
For the years ended December 31,
Notes 2020 2019
Contents Amount % Amount %
Operating revenues 4,6,7 $2,008,699 100 $2,915,703 100
Operating costs 4,6,7 (1,541,512) (77) (1,788,188) (61)
Gross profit 467,187 23 1,127,515 39
Operating expenses 4,6,7
Sales and marketing expenses (322,357) (16) (437,436) (15)
General and administrative expenses (420,841) (21) (499,937) (17)
Subtotal (743,198) (37) (937,373) (32)
Operating income (loss) (276,011) (14) 190,142 7
Non-operating income and expenses 6
Interest income 1,659 - 2,365 -
Other income 225,720 11 138,114 5
Other gains and losses 86,693 4 33,534 1
Finance costs (4,798) - (3,456) -
Share of profit or loss of associates and joint ventures accounted for using equity method (28,029) (1) 62,111 2
Subtotal 281,245 14 232,668 8
Income before income tax 5,234 - 422,810 15
Income tax expense 4,5,6 (1,979) - (40,461) (1)
Net income 3,255 - 382,349 14
Other comprehensive income (loss) 4,6
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefits plans 21,209 1 (5,372) -
Unrealized gains or losses from equity instruments investments measured at fair value 413,038 21 311,085 11
through other comprehensive income
Income tax related to items that will not be reclassified subsequently (4,242) - 1,074 -
Items that may be reclassified subsequently to profit or loss
Share of other comprehensive income (loss) of associates and joint ventures which may be 59,677 3 174,648 6
reclassified subsequently to profit or loss
Total other comprehensive income (loss), net of income tax 489,682 25 481,435 17
Total comprehensive income (loss) $492,937 25 $863,784 31
Net income attributable to:
Shareholders of the parent $2,608 $383,635
Non-controlling interests 647 (1,286)
$3,255 $382,349
Comprehensive income attributable to:
Shareholders of the parent $492,290 $865,070
Non-controlling interests 647 (1,286)
$492,937 $863,984
Earnings per share 4,6
Basic earnings per share (NT$)
Net Income $0.01 $1.05
Diluted earnings per share (NT$)
Net Income $0.01 $1.04
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The accompanying notes are an integral part of consolidated financial statements.
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ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
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Equity Attributable to Shareholders of the Parent
Retained Earnings Other Components of Equity
Non-
Unrealized Gains or Losses
Contents Common Stock Capital Surplus on Financial Assets Total Controlling Total Equity
Legal Reserve Special Reserve [Unappropriated] Measured at Fair Value Interests
Earnings
through Other
Comprehensive Income
Balance as of January 1, 2019 $3,669,234 $2,928,326 $687,526 $195,815 $1,659,621 $810,777 $9,951,299 $42,562 $9,993,861
Effects of retrospective application and retrospective restatement - - - - (365) - (365) - (365)
Adjusted balance as of January 1, 2019 3,669,234 2,928,326 687,526 195,815 1,659,256 810,777 9,950,934 42,562 9,993,496
Appropriation and distribution of 2018 retained earnings
Legal reserve - - 40,434 - (40,434) - - - -
Cash dividends - - - - (146,769) - (146,769) - (146,769)
Other changes in capital surplus:
Share of changes in net assets of associates and joint ventures accounted for - 3,750 - - (3,516) - 234 - 234
using equity method
Net income (loss) for the year ended December 31, 2019 - - - - 383,635 - 383,635 (1,286) 382,349
Other comprehensive income (loss) for the year ended December 31, 2019 - - - - (4,298) 485,733 481,435 - 481,435
Total comprehensive income (loss) - - - - 379,337 485,733 865,070 (1,286) 863,784
Changes in non-controlling interests - - - - - - - (36,696) (36,696)
Balance as of December 31, 2019 $3,669,234 $2,932,076 $727,960 $195,815 $1,847,874 $1,296,510 $10,669,469 $4,580 $10,674,049
Balance as of January 1, 2020 $3,669,234 $2,932,076 $727,960 $195,815 $1,847,874 $1,296,510 $10,669,469 $4,580 $10,674,049
Appropriation and distribution of 2019 retained earnings
Legal reserve - - 38,363 - (38,363) - - - -
Other changes in capital surplus:
Share of changes in net assets of associates and joint ventures accounted for - 55 - - 12,558 - 12,613 - 12,613
using equity method
Net income for the year ended December 31, 2020 - - - - 2,608 - 2,608 647 3,255
Other comprehensive income (loss) for the year ended December 31, 2020 - - - - 16,967 472,715 489,682 - 489,682
Total comprehensive income (loss) - - - - 19,575 472,715 492,290 647 492,937
Changes in non-controlling interests - - - - - - - (520) (520)
Balance as of December 31, 2020 $3,669,234 $2,932,131 $766,323 $195,815 $1,841,644 $1,769,225 $11,174,372 $4,707 $11,179,079
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The accompanying notes are an integral part of consolidated financial statements.
- 117 -
ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
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For the year ended December 31,
Contents 2020 2019
Amount Amount
Cash flows from operating activities:
Net income before income tax $5,234 $422,810
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 266,049 262,281
Expected credit impairment losses (gains) (168) (257)
Net gain from financial assets or liabilities at fair value through profit or loss (87,402) (59,894)
Interest expense 4,798 3,456
Interest income (1,659) (2,365)
Dividend income (109,726) (103,370)
Share of loss (porfit) of associates and joint ventures accounted for using equity method 28,029 (62,111)
Loss (gain) on disposal of property, plant and equipment 619 30,772
Expenses transferred from property, plant and equipment (388) 320
Loss (gain) on disposal of investments - (3,183)
Changes in operating assets and liabilities:
Decrease (increase) in notes receivable 14,293 2,507
Decrease (increase) in accounts receivable 45,640 25,895
Decrease (increase) in other receivables (97) (2,633)
Decrease (increase) in inventories 25,026 (2,118)
Decrease (increase) in prepayments 61 (15,105)
Decrease (increase) in other current assets (11,226) (1,805)
Increase (decrease) in contract liabilities (2,594) (18,455)
Increase (decrease) in accounts payables (41,465) 18,435
Increase (decrease) in other payables (52,915) 78,601
Increase (decrease) in other current liabilities 793 (8,498)
Increase (decrease) in net defined benefit liabilities (10,392) (23,636)
Cash generated from operations 72,510 541,647
Interest received 1,668 2,387
Income taxes paid (3,383) (104,686)
Net cash provided by operating activities 70,795 439,348
Cash flows from investing activities:
Refund received of capital reduction that financial assets at fair value through other comprehensive income 3,341 -
Acquisition of financial assets at fair value through other comprehensive income (654,115) -
Proceeds from disposal of financial assets at fair value through other comprehensive income 2 -
Acquisition of investments accounted for using equity method (80,000) (80,000)
Disposal of subsidiaries - (7,853)
Acquisition of property, plant and equipment (236,526) (340,062)
Proceeds from disposal of property, plant and equipment 98 1,908
Decrease (increase) in other non-current assets (17,276) 5,454
Dividends received 109,726 103,370
Net cash used in investing activities (874,750) (317,183)
Cash flows from financing activities:
Increase (decrease) in short-term loans 700,000 120,000
Repayments of long-term loans (11,000) (112,000)
Cash payments for the principal portion of the lease liability (17,095) (18,968)
Increase (decrease) in other non-current liabilities - others (1,530) (1,110)
Dividends paid - (146,769)
Interest paid (including capitalisation of interest) (4,383) (3,168)
Changes in non-controlling interests (520) 22,783
Net cash provided by (used in) financing activities 665,472 (139,232)
Net increase (decrease) in cash and cash equivalents (138,483) (17,067)
Cash and cash equivalents at the beginning of year 573,450 590,517
Cash and cash equivalents at the end of year $434,967 $573,450
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The accompanying notes are an integral part of consolidated financial statements.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2020 and 2019
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
1. History and organization
The Ambassador Hotel Co., Ltd. (“the Company”) was incorporated in November 1962 under the Company Act of the Republic of China (“R.O.C.”) and commenced operations in December 1964. The Ambassador Hotel Kaohsiung and The Ambassador Hotel Hsinchu was established and commenced operations in December 1981 and May 2001, respectively. The main activities of the Company are international tourist hotels and attached restaurants, café, lounge bars and clubs. The Company’s common shares were publicly listed on the Taiwan Stock Exchange (TWSE) in November 1982. The Company’s registered office and the main business location is at No. 63, Section 2, Zhongshan North Road, Taipei, Republic of China (R.O.C.).
2. Date and procedures of authorization of financial statements for issue
The consolidated financial statements of the Company and its subsidiaries (“the Group”) for the years ended December 31, 2020 and 2019 were authorized for issue by the Board of Directors on March 9, 2021.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Group applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after January 1, 2020. The adoption of these new standards and amendments had no material impact on the Group.
- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Group as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS 16) |
January 1, 2021 |
- 119 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (a) Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
The final phase amendments mainly relate to the effects of the interest rate benchmark reform on the companies’ financial statements:
-
A. A company will not have to derecognise or adjust the carrying amount of financial instruments for changes to contractual cash flows as required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
-
B. A company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and
-
C. A company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.
The abovementioned amendments that are applicable for annual periods beginning on or after January 1, 2021 have no material impact on the Group.
- (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Group as at the end of the reporting period are listed below.
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Items New, Revised or Amended Standards and Interpretations Effective Date
issued by IASB
a IFRS 10 “Consolidated Financial Statements” and IAS 28 To be determined
“Investments in Associates and Joint Ventures” – Sale or by IASB
Contribution of Assets between an Investor and its Associate
or Joint Ventures
b IFRS 17 “Insurance Contracts” January 1, 2023
c Classification of Liabilities as Current or Non-current – January 1, 2023
Amendments to IAS 1
d Narrow-scope amendments of IFRS, including Amendments to January 1, 2022
IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and
the Annual Improvements
e Disclosure Initiative – Accounting Policies – Amendments to January 1, 2023
IAS 1
f Definition of Accounting Estimates – Amendments to IAS 8 January 1, 2023
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- 120 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (a) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” – Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
(b) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:
-
A. estimates of future cash flows;
-
B. Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and
-
C. a risk adjustment for non-financial risk.
The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
- 121 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
IFRS 17 was issued in May 2017 and it was amended in June 2020. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after January 1, 2023 (from the original effective date of January 1, 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after January 1, 2023.
- (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
-
(d) Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements
-
A. Updating a Reference to the Conceptual Framework (Amendments to IFRS 3) The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day 2” gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework.
-
B. Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
- The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
-
C. Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.
-
122 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- D. Annual Improvements to IFRS Standards 2018 - 2020
Amendment to IFRS 1
The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences.
Amendment to IFRS 9 Financial Instruments
The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.
Amendment to Illustrative Examples Accompanying IFRS 16 Leases
The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee’s leasehold improvements.
Amendment to IAS 41
The amendment removes a requirement to exclude cash flows from taxation when measuring fair value thereby aligning the fair value measurement requirements in IAS 41 with those in other IFRS Standards.
- (e) Disclosure Initiative – Accounting Policies – Amendments to IAS 1
The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.
- (f) Definition of Accounting Estimates – Amendments to IAS 8
The amendments introduce the definition of accounting estimates and included other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Group’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The new or amended standards and interpretations have no material impact on the Group.
- 123 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
4. Summary of significant accounting policies
- (1) Statement of compliance
The consolidated financial statements of the Group for the years ended December 31, 2020 and 2019 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”) and International Financial Reporting Standards, International Accounting Standards, and interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by the FSC.
- (2) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The consolidated financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
- (3) Basis of consolidation
Preparation principle of consolidated financial statement
Subsidiaries are fully consolidated from the acquisition date, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using uniform accounting policies. All intra-group balances, income and expenses, unrealized gains and losses and dividends resulting from intra-group transactions are eliminated in full.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
Total comprehensive income of the subsidiaries is attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
If the Group loses control of a subsidiary, it:
-
(a) derecognizes the assets (including goodwill) and liabilities of the subsidiary;
-
(b) derecognizes the carrying amount of any non-controlling interest;
-
(c) recognizes the fair value of the consideration received;
-
(d) recognizes the fair value of any investment retained;
-
(e) recognizes any surplus or deficit in profit or loss; and
-
(f) reclassifies the parent’s share of components previously recognized in other comprehensive income to profit or loss.
The consolidated entities are listed as follows:
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Percentage of ownership (%)
December 31, December 31,
Investor Subsidiary Main businesses
2020 2019
----- End of picture text -----
| Investor | Subsidiary | Main businesses | December 31, 2020 |
December 31, 2019 |
|
|---|---|---|---|---|---|
| The Company | Ambassador Investment Ltd. | General investing | 99.99% | 99.99% | |
| The Company | Benz Investment Ltd. | General investing | 99.99% | 99.99% | |
| The Company | Custom Investment Ltd. | General investing | 99.99% | 99.99% | |
| The Company | Ambassador Premium Food Co., Ltd. | Wholesale of aquatic products, | 100.00% | 100.00% | |
| foods and groceries, etc. | |||||
| The Company | Ambassador Bakery Corp. Ltd. | Bakery food manufacturing | 60.00% | 60.00% | |
| The Company | Ambassador Real Estate | Real estate development | and | 100.00% | - |
| Development Co. | leasing | (Note) | |||
| Custom Investment Ltd. | Custom Human Resources | Manpower services |
and | 100.00% | 100.00% |
| Management Ltd. | consultancy | ||||
| Custom Investment Ltd. | Ambassador Property Management | Residential and building |
100.00% | 100.00% | |
| Co., Ltd. | cleaning services |
- Note: The Company established Ambassador Real Estate Development Co. with NT$5,000 thousand in June 2020. The holding share percentage maintain 100%. The main actvities are real estate development and leasing.
(4) Foreign currency transactions
The Group’s consolidated financial statements are presented in NT$, which is also the Group’s functional currency.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Transactions in foreign currencies are initially recorded by the Group at functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Nonmonetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
-
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
-
(b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
(c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (5) Current and non-current distinction
An asset is classified as current when:
-
(a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
-
(b) The Group holds the asset primarily for the purpose of trading
-
(c) The Group expects to realize the asset within twelve months after the reporting period
-
(d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
- 126 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
A liability is classified as current when:
-
(a) The Group expects to settle the liability in its normal operating cycle
-
(b) The Group holds the liability primarily for the purpose of trading
-
(c) The liability is due to be settled within twelve months after the reporting period
-
(d) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
- (6) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 12 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (7) Financial instruments
Financial assets and financial liabilities are recognized when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
- (a) Financial instruments: Recognition and Measurement
The Group accounts for regular way purchase or sales of financial assets on the trade date.
The Group classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
-
A. the Group’s business model for managing the financial assets and
-
B. the contractual cash flow characteristics of the financial asset.
-
127 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
-
A. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
A. purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
-
A. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
-
128 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
-
A. A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
-
B. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
-
C. Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
i. Purchased or originated credit-impaired financial assets. For those financial assets, the Group applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
ii. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Group applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Group made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.
Financial asset measured at fair value through profit or loss
Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.
Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (b) Impairment of financial assets
The Group recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
The Group measures expected credit losses of a financial instrument in a way that reflects:
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A. an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
-
B. the time value of money; and
-
C. reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follow:
-
A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Group measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
B. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
C. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
-
D. For lease receivables arising from transactions within the scope of IFRS 16, the Group measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Group needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(c) Derecognition of financial assets
-
A financial asset is derecognized when:
-
A. The rights to receive cash flows from the asset have expired
-
B. The Group has transferred the asset and substantially all the risks and rewards of the asset have been transferred
-
C. The Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
- (d) Financial liabilities and equity
Classification between liabilities or equity
The Group classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:
-
A. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
-
B. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
-
C. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).
If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:
-
A. it eliminates or significantly reduces a measurement or recognition inconsistency; or
-
B. a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the group is provided internally on that basis to the key management personnel.
Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- (e) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
- (8) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
(a) In the principal market for the asset or liability, or
-
(b) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
- 133 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(9) Inventories
Inventory costs include costs incurred in bringing each inventory to its present location and condition. Inventories are accounted for on a perpetual basis and stated at actual purchase costs, using weighted average method.
Inventories are valued at lower of cost and net realizable value item by item. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
(10) Investments accounted for using the equity method
The Group’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Group has significant influence.
Under the equity method, the investment in the associate is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Group’s share of net assets of the associate. After the interest in the associate is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Group and the associate are eliminated to the extent of the Group’s related interest in the associate.
When changes in the net assets of an associate occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Group’s percentage of ownership interests in the associate, the Group recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate on a prorata basis.
When the associate issues new stock, and the Group’s interest in an associate is reduced or increased as the Group fails to acquire shares newly issued in the associate proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Group disposes the associate.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The financial statements of the associate are prepared for the same reporting period as the Group. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.
The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures . If this is the case the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Group estimates:
-
(a) Its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
-
(b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .
Upon loss of significant influence over the associate, the Group measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss.
(11) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment . When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
- 135 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
Machinery and equipment 3 � 40 years Transportation equipment 3 � 25 years Other equipment 2 � 50 years
“Significant components” of buildings primarily comprised the main buildings and mechanical parking equipments, which are depreciated based on their respective useful economic life of 50 to 56 years and 16 years, respectively.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
(12) Investment property
The Group’s owned investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, other than those that meet the criteria to be classified as held for sale (or are included in a disposal group that is classified as held for sale) in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations , investment properties are measured using the cost model in accordance with the requirements of IAS 16 Property, plant and equipment for that model. If investment properties are held by a lessee as right-of-use assets and is not held for sale in accordance with IFRS 5, investment properties are measured in accordance with the requirements of IFRS 16.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
Buildings 51 years
Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.
- 136 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Group transfers properties to or from investment properties according to the actual use of the properties.
The Group transfers to or from investment properties when there is a change in use for these assets. Properties are transferred to or from investment properties when the properties meet, or cease to meet, the definition of investment property and there is evidence of the change in use.
(13) Leases
The Group assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Group assesses whether, throughout the period of use, has both of the following:
-
(a) the right to obtain substantially all of the economic benefits from use of the identified asset; and
-
(b) the right to direct the use of the identified asset.
The Group elected not to reassess whether a contract is, or contains, a lease on January 1, 2019. The Group is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4.
For a contract that is, or contains, a lease, the Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Group for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Group estimates the stand-alone price, maximising the use of observable information.
Group as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Group recognizes right-of-use asset and lease liability for all leases which the Group is the lessee of those lease contracts.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
At the commencement date, the Group measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
-
(a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
(b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
(c) amounts expected to be payable by the lessee under residual value guarantees;
-
(d) the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
-
(e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
After the commencement date, the Group measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Group measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
-
(a) the amount of the initial measurement of the lease liability;
-
(b) any lease payments made at or before the commencement date, less any lease incentives received;
-
(c) any initial direct costs incurred by the lessee; and
-
(d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Group measures the right-of-use asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Group measures the right-of-use applying a cost model.
- 138 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
If the lease transfers ownership of the underlying asset to the Group by the end of the lease term or if the cost of the right-of-use asset reflects that the Group will exercise a purchase option, the Group depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Group depreciates the right-of-use asset from the commencement date to the earlier of the end of the useful life of the right-ofuse asset or the end of the lease term.
The Group applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Group accounted for as short-term leases or leases of lowvalue assets, the Group presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.
For short-term leases or leases of low-value assets, the Group elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
Group as a lessor
At inception of a contract, the Group classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Group recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Group allocates the consideration in the contract applying IFRS 15.
The Group recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(14) Impairment of non-financial assets
The Group assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cashgenerating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or cashgenerating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
- (15) Revenue recognition
Operating revenue
The Group provides accommodations and foodservice related products, and sales revenue is recognized when services are rendered or goods are delivered to customers.
-
(a) Food and beverage sales are recognized when products are delivered to customers; meawhile, collecting the priceform customers.
-
(b) Room revenue is recognized when services are rendered to customers during the financial reporting periods. Customers pay the bills based on the agreed payment schedule.
Dividends
Revenue is recognized when the Group’s right to receive the dividends.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(16) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(17) Post-employment benefits
All regular employees of the Group are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Group. Therefore fund assets are not included in the Group’s consolidated financial statements.
For the defined contribution plan, the Group will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Group recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Remeasurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur.
Past service costs are recognized in profit or loss on the earlier of:
-
(a) the date of the plan amendment or curtailment, and
-
(b) the date that the Group recognizes restructuring-related costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
(18) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognized for all taxable temporary differences, except:
-
(a) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
-
(b) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
(a) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
-
(b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
-
142 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities 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. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
5. Significant accounting judgements, estimates and assumptions
The preparation of the Group’s consolidated financial statements require management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
(1) Judgement
In the process of applying the Group’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the consolidated financial statements:
- (a) Investment properties
Certain properties of the Group comprise a portion that is held to earn rentals or for capital appreciation and another portion that is owner-occupied. If these portions could be sold separately, the Group accounts for the portions separately as investment properties and property, plant and equipment. If the portions could not be sold separately, the property is classified as investment property in its entirety only if the portion that is owneroccupied is under 10% of the total property.
-
(b) Operating lease commitment Group as the lessor
The Group has entered into commercial property leases on its investment property portfolio. The Group has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
(a) Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flows model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.
(b) Pension benefits
The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate and changes of thefuture salary etc. The assumptions used for measuring pension cost and defined benefit obligation are disclosed in Note 6.
(c) Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company's domicile.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies. As of December 31, 2020, the Group had no unrecognized deferred income tax assets.
6. Contents of significant accounts
(1) Cash and cash equivalents
| Cash on hand Petty cash Savings and checking accounts Time deposits Cash equivalents Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $2,661 3,981 120,185 135,896 172,244 $434,967 |
$1,113 4,496 167,879 167,356 232,606 $573,450 |
Cash equivalents comprise highly liquid commercial paper that is readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (2) Financial assets at fair value through profit or loss
| Mandatorily measured at fair value through profit or loss: Beneficiary certificate Current Non-current Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $676,518 | $589,116 | |
| $- 676,518 $676,518 |
$- 589,116 $589,116 |
Financial assets at fair value through profit or loss were not pledged.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (3) Financial assets at fair value through other comprehensive income
| Equity instrument investments measured at fair value through other comprehensive income: Listed company stocks Unlisted company stocks Total Current Non-current Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
$4,130,041 358,263 |
$3,055,511 369,145 |
|
| $4,488,304 | $3,424,656 | |
| $4,130,041 358,263 $4,488,304 |
$3,055,511 369,145 $3,424,656 |
The Group’s dividend income related to equity instrument investments measured at fair value through other comprehensive income for the years ended December 31, 2020 and 2019 are NT$109,726 thousand and NT$103,370 thousand, respectively. And the dividend income is related to investments held at the end of the reporting period.
The Group classified certain of its financial assets as financial assets at fair value through other comprehensive income. Please refer to Note 8 for more details on financial assets at fair value through other comprehensive income under pledge.
- (4) Financial assets measured at amortized cost
| Demand deposits Current Non-current Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $15,930 | $15,930 | |
| $- 15,930 $15,930 |
$- 15,930 $15,930 |
The Group classified certain financial assets as financial assets measured at amortized cost. Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (5) Notes receivables
| Notes receivables arising from operating activities Less: loss allowance Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $818 (304) $514 |
$15,111 (345) $14,766 |
Notes receivables were not pledged.
(6) Accounts receivable
| Accounts receivable Less: loss allowance Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $49,115 (1,379) $47,736 |
$94,755 (1,506) $93,249 |
-
(a) Accounts receivables were not pledged.
-
(b) Accounts receivables are generally on 60 to 90 day terms. The total carrying amount of accounts receivables and notes receivables are NT$49,933 thousand and NT$109,866 thousand as of December 31, 2020 and 2019, respectively.
-
(c) The Group measures the loss allowance of its accounts receivables and notes receivables at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance are considering the grouping of accounts receivables and notes receivables by counterparties’ credit rating, by geographical region and by industry sector.
The movement in the provision for impairment of accounts receivables and notes receivables during the years ended December 31, 2020 and 2019 is as follows: (Please refer to Note 12 for more details on credit risk.)
| As of January 1, 2020 Addition/(reversal) for the current period As of December 31, 2020 As of January 1, 2019 Addition/(reversal) for the current period As of December 31, 2019 |
Notes receivables and accounts receivables |
|---|---|
| $1,851 (168) |
|
| $1,683 | |
| $2,108 (257) $1,851 |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (d) Accounts receivables are generally on 60 to 90 day terms. The aging analysis of net amount of accounts receivables is as follows:
| Not yet due and not impaired Overdue but not impaired Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $47,736 - $47,736 |
$93,249 - $93,249 |
- (7) Inventories
| Foods Beverages Cigarettes and others Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $40,515 36,343 1,548 $78,406 |
$68,408 32,857 2,167 $103,432 |
-
(a) The cost of inventories recognized in expenses amounts to NT$579,833 thousand and NT$704,399 thousand for the years ended December 31, 2020 and 2019, respectively, and accounted for the cost of catering under operating costs.
-
(b) No inventories were pledged
-
(8) Investments accounted for using the equity method
-
(a) The following table lists the investments in associates of the Group:
| Investees | December 31,2020 | December 31,2020 | December 31,2019 | December 31,2019 |
|---|---|---|---|---|
| Carrying amount |
Percentage of ownership (%) |
Carrying amount |
Percentage of ownership (%) |
|
| Unlisted companies Qun Xin Properties Co., Ltd. Yu Der Investment Corp. Cheng Der Investment Corp. De Hong Investment Corp. Yu Hong Investment Corp. Yeangder Safety Management Consulting Corp. Ltd. Total |
$58,953 205,520 162,112 633,645 668,207 885 $1,729,322 |
25.71 37.34 33.49 31.25 30.51 10.00 |
$106,745 195,192 149,171 557,830 594,971 989 $1,604,898 |
25.71 37.34 33.49 31.06 30.30 10.00 |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(b) The percentage of ownership of some associates is less than 20%; however, the Group has significant influence by getting directors, and therefore accounts for the investment by using the equity method.
-
(c) The Group’s investments in associates are not individually material. The aggregate financial information of the Group’s investments in associates is as follows:
| Profit or loss from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $(28,029) 59,677 $31,648 |
$62,111 174,648 $236,759 |
-
(d) The associates had no contingent liabilities or capital commitments as of December 31, 2020 and 2019. Investments in associates were not pledged.
-
(9) Losses control of subsidiary
The Group assessed losses control over Kenting Amba Hotel Co., Ltd. in 2019, and therefore it was no longer included in the consolidated financial statements since the date of losing control.
Carrying amount of assets and liabilities of Kenting Amba Hotel Co., Ltd. as of the date of losing control:
| Assets Cash and cash equivalents Property, plant and equipment, net Prepayments Others Liabilities Other payables Net assets carrying amount Net assets attributable to non-controlling interests Fair value of shares of Kenting Amba Hotel Co., Ltd. held by the Company as of the date of losing control Recognized in profit or loss (accounted for gain on disposal of investments) |
$47,733 18,649 9,215 1,052 (3,255) |
|---|---|
| 73,394 (36,697) (39,880) $(3,183) |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(10) Property, plant and equipment
==> picture [441 x 535] intentionally omitted <==
----- Start of picture text -----
December 31, December 31,
2020 2019
Owner occupied property, plant and equipment $5,416,725 $5,429,318
Construction in
Transportation progress and
and equipment
Machinery communication awaiting
Land Buildings equipment equipment Other equipment examination Total
Cost:
As of January 1, 2020 $1,566,467 $8,824,704 $463,022 $121,969 $682,362 $328,503 $11,987,027
Additions 56,430 1,742 248 - 2,463 175,643 236,526
Disposals - (1,052) (1,481) (259) (8,257) - (11,049)
Transfers and other changes - 248,749 11,039 10,936 73,129 (343,465) 388
As of December 31, 2020 $1,622,897 $9,074,143 $472,828 $132,646 $749,697 $160,681 $12,212,892
As of January 1, 2019 $1,566,467 $8,917,986 $460,693 $120,426 $705,228 $104,840 $11,875,640
Additions - 1,052 - - 5,762 333,248 340,062
Disposals - (123,072) (14,172) (6,721) (59,479) - (203,444)
Transfers and other changes - 28,738 16,501 8,264 30,851 (90,936) (6,582)
Losses control of subsidiary - - - - - (18,649) (18,649)
As of December 31, 2019 $1,566,467 $8,824,704 $463,022 $121,969 $682,362 $328,503 $11,987,027
Depreciation and impairment:
As of January 1, 2020 $- $5,496,131 $386,453 $103,323 $571,802 $- $6,557,709
Depreciation - 189,846 17,021 5,835 36,088 - 248,790
Disposals - (544) (1,482) (259) (8,047) - (10,332)
Transfers and other changes - - - - - - -
As of December 31, 2020 $- 5,685,433 $401,992 $108,899 $599,843 $- $6,796,167
As of January 1, 2019 $- $5,400,899 $382,813 $103,088 $597,959 $- $6,484,759
Depreciation - 187,981 17,812 5,396 32,546 - 243,735
Disposals - (92,749) (14,172) (4,973) (58,870) - (170,764)
Transfers and other changes - - - (188) 167 - (21)
As of December 31, 2019 $- $5,496,131 $386,453 $103,323 $571,802 $- $6,557,709
Net carrying amount as of:
December 31, 2020 $1,622,897 $3,388,710 $70,836 $23,747 $149,854 $160,681 $5,416,725
December 31, 2019 $1,566,467 $3,328,573 $76,569 $18,646 $110,560 $328,503 $5,429,318
----- End of picture text -----
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) There was no capitalization on interest expense to property, plant and equipment for the years ended December 31, 2020 and 2019.
-
(b) Please refer to Note 8 for more details on property, plant and equipment under pledge.
(11) Investment property
The Group has entered into commercial property leases on its owned investment properties with terms of 3 years. These leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. The investment properties held by the Group as right-of-use assets with non-cancellable period of 3 years. These contracts provide the Group options to extend the leases.
| Cost� As of January 1, 2020 Additions Transfers As of December 31, 2020 As of January 1, 2019 Additions Disposals As of December 31, 2019 Depreciation and impairment� As of January 1, 2020 Depreciation Transfers As of December 31, 2020 As of January 1, 2019 Depreciation Disposals As of December 31, 2019 Net carrying amount as of: December 31, 2020 December 31, 2019 |
Land | Buildings | Total |
|---|---|---|---|
| $62,418 - - |
$12,842 - - |
$75,260 - - |
|
| $62,418 | $12,842 | $75,260 | |
| $62,418 - - |
$12,842 - - |
$75,260 - - |
|
| $62,418 | $12,842 | $75,260 | |
| $- - - |
$2,391 252 - |
$2,391 252 - |
|
| $- | $2,643 | $2,643 | |
| $- - - |
$2,140 251 - |
$2,140 251 - |
|
| $- | $2,391 | $2,391 | |
| $62,418 $62,418 |
$10,199 $10,451 |
$72,617 $72,869 |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) Rental income from investment properties held by the Group is NT$2,160 thousand and NT$1,610 thousand for the years ended December 31, 2020 and 2019, respectively, recognized asnon-operating income. There was no significant direct operating expenses to investment property generating rental income except for depreciation expenses.
-
(b) No investment property was pledged.
-
(c) Investment properties held by the Group are not measured at fair value but for which the fair value is disclosed. The fair value measurements of the investment properties are categorized within Level 3. The fair value of investment properties located at Shilin district, Taipei is NT$193,300 thousand as of December 31, 2017. The fair value has been determined based on valuations performed by an independent valuer. The valuation methods used are comparison approach and income approach. The actual deals of the real estate nearby are the key assumption used in comparison approach. Considering the market annual rent and the capitalization rate, which is 1.84%, are the key assumptions used in income approach. The Group estimated the price per ping is NT$1,020 thousand as of December 31, 2017 by using the two valuation methods mentioned above.
The Group sold a portion of investment properties in April 2019 for NT$86,629 thousand and recognized income on disposal of investment properties in the amount of NT$14,264 thousand. The fair value of remaining investment properties is NT$104,266 thousand as of December 31, 2017 based on valuations performed by an independent valuer.
As of December 31, 2020 and 2019, the Group assessed the fair value of the investment properties according to the similar target’s recent transaction price and rental price of property transaction actual price query in Ministry of the Interior and websites of real estate agent. The results of the assessment are equivalent to the fair value determined based on valuations performed by an independent valuer.
(12) Short-term loans
| Unsecured bank loans Secured bank loans Total |
Interest Rates (%) |
December 31, 2020 |
December 31, 2019 |
|---|---|---|---|
| 0.72%~0.76% 0.76%~0.85% |
$600,000 320,000 $920,000 |
$120,000 100,000 $220,000 |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) Please refer to Note 6 (14) for the Group’s unused short-term lines of credits as of December 31, 2020 and 2019.
-
(b) Please refer to Note 8 for more details on assets pledged as security for short-term loans.
(13) Other payables
| Accrued employees’ bonuses Accrued employees’ compensation and remuneration to directors (excluding subsidiaries) Accrued unused vacation leave Payable for machinery and equipment Payable for house and land value tax Dividend payable (prior periods) Others (Note) Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $319,410 30,625 27,351 21,620 16,379 15,337 60,936 $491,658 |
$258,846 65,614 34,501 66,374 20,904 15,518 82,627 $544,384 |
Note: Individual payables amount not exceeded NT$10,000 thousand were aggregated as others.
(14) Long-term loans
- (a) Details of long-term loans as of December 31, 2020 and 2019 are as follows:
==> picture [391 x 169] intentionally omitted <==
----- Start of picture text -----
December Interest
Lenders
31, 2020 Rate (%) Maturity date and terms of repayment
Bank of Taiwan – Secured loans $100,000 0.95% Effective May 17, 2019 to February 19,
2021. Principal will be repaid upon maturity.
Interest is paid monthly.
The Export-Import Bank of the 20,000 0.93% Effective November 29, 2019 to November
Republic of China – 28, 2022. Principal will be repaid upon
unsecured loans maturity. Interest is paid monthly.
Subtotal 120,000
Less: current portion (100,000)
Total $20,000
----- End of picture text -----
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
==> picture [391 x 176] intentionally omitted <==
----- Start of picture text -----
December Interest
Lenders Maturity date and terms of repayment
31, 2019 Rate (%)
O-Bank – unsecured loans $11,000 1.16% Repayable monthly from October 15, 2016
to November 15, 2020 and interest is paid
monthly. Grace period is 36 months.
Bank of Taiwan – Secured loans 100,000 1.22% Effective May 17, 2019 to February 19,
2021. Principal will be repaid upon maturity.
Interest is paid monthly.
The Export-Import Bank of the 20,000 1.13% Effective November 29, 2019 to November
Republic of China – 28, 2022. Principal will be repaid upon
unsecured loans maturity. Interest is paid monthly.
Subtotal 131,000
Less: current portion (11,000)
Total $120,000
----- End of picture text -----
-
(b) The Group’s unused short-term and long-term lines of credits amount to NT$5,724,598 thousand and NT$6,476,034 thousand as of December 31, 2020 and 2019, respectively.
-
(c) Please refer to Note 8 for more details on assets pledged as security for long-term loans.
-
(15) Post-employment benefits
Defined contribution plan
The Group adopted a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Group will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Group has made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Expenses under the defined contribution plan for the years ended 31 December 2020 and 2019 are NT$33,105 thousand and NT$35,332 thousand, respectively.
Defined benefits plan
The Group adopts a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Group contributes an amount equivalent to 4% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Group assesses the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Group will make up the difference in one appropriation before the end of March the following year.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandation, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from twoyear time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Group does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Group expects to contribute NT$4,320 thousand to its defined benefit plan during the 12 months beginning after December 31, 2020.
The average duration of the defined benefits plan obligation as of December 31, 2020 and 2019 are 10 years and 11 years.
Pension costs recognized in profit or loss are as follows:
| Current period service costs Net interest of defined benefit liability (asset) Past service cost Settlements Subtotal Current period service costs�subsidiaries Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $3,723 905 - - |
$3,834 1,220 - - |
|
| $4,628 | 5,054 | |
| 13 $4,641 |
7 $5,061 |
Changes in the defined benefit obligation and fair value of plan assets are as follows:
| Defined benefit obligation Plan assets at fair value Accounted for the Company’s defined benefit liability Accounted for subsidiaries’ defined benefit liability Other non-current liabilities – net defined benefit liability |
December 31, 2020 |
December 31, 2019 |
January 1, 2019 |
|---|---|---|---|
| $125,706 (64,472) |
$158,033 (65,198) |
$158,218 (47,119) |
|
61,234 509 $61,743 |
92,835 507 $93,342 |
111,099 508 $111,607 |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Reconciliation of liability (asset) of the defined benefit plan is as follows:
| As of January 1, 2019 Current period service costs Interest expense (income) Past service cost and gains and losses arising from settlements Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Return on plan assets Subtotal Payments from the plan Contributions by employer Effect of changes in foreign exchange rates As of December 31, 2019 Current period service costs Interest expense (income) Past service cost and gains and losses arising from settlements Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Return on plan assets Subtotal Payments from the plan Contributions by employer Effect of changes in foreign exchange rates As of December 31, 2020 |
Defined benefit obligation |
Fair value of plan assets |
Net defined benefit liability (asset) |
|---|---|---|---|
| $158,218 3,834 1,767 - |
$(47,119) - (547) - |
$111,099 3,834 1,220 - |
|
| 163,819 - 2,399 4,910 - |
(47,666) - - - (1,937) |
116,153 - 2,399 4,910 (1,937) |
|
| 7,309 | (1,937) | 5,372 | |
| (13,095) - - |
13,095 (28,690) - |
- (28,690) - |
|
| 158,033 3,723 1,563 - |
(65,198) - (658) - |
92,835 3,723 905 - |
|
| 163,319 - (9,802) (9,371) - |
(65,856) - - - (2,036) |
97,463 - (9,802) (9,371) (2,036) |
|
| (19,173) | (2,036) | (21,209) | |
| (18,440) - - $125,706 |
18,440 (15,020) - $(64,472) |
- (15,020) - $61,234 |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| Discount rate Expected rate of salary increases |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| 0.390% 1.000% |
1.000% 2.000% |
A sensitivity analysis for significant assumptions is shown below:
| Discount rate increases by 0.25% Discount rate decreases by 0.25% Rate of future salary increases by 0.25% Rate of future salary decreases by 0.25% |
For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|
| 2020 | 2019 | |||
| Increase in defined benefit obligation |
Decrease in defined benefit obligation |
Increase in defined benefit obligation |
Decrease in defined benefit obligation |
|
| $- 3,997 3,963 - |
$3,836 - - 3,822 |
$- 4,745 4,825 - |
$4,962 - - 4,637 |
The sensitivity analysis above is based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analyses compared to the previous period.
(16) Equities
(a) Common stock
The Group’s issued capital as of December 31, 2020 and 2019 was NT$3,669,234 thousand, each at a par value of NT$10, divided into 366,923 thousand shares.
- 157 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Capital surplus
| Additional paid-in capital Treasury share transactions Changes in ownership interests in subsidiaries Gain on sale of assets Donated assets Share of changes in net assets of associates and joint ventures accounted for using the equity method Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $2,859,851 21,750 20,618 19,667 8,817 1,428 $2,932,131 |
$2,859,851 21,750 20,120 19,667 8,817 1,871 $2,932,076 |
According to the Company Act, the capital surplus shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital surplus related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
- (C) Retained earnings and dividend policies
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
A. Payment of all taxes and dues;
-
B. Offset prior years’ operation losses;
-
C. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve;
-
D. Set aside or reverse special reserve in accordance with law and regulations; and
-
E. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
Considering the future fund requirements and to meet the shareholders’ demand for cash. If there is surplus after the Company’s annual final settlement, cash dividends distributed each year cannot be less than 10% of the gross amount of dividends. However, if the future funds are abundant, the distribution ratio may be increased.
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total paid-in capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
- 158 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Following the adoption of IFRS, the FSC on 6 April 2012 issued Order No. FinancialSupervisory-Securities-Corporate-1010012865, which sets out the following provisions for compliance:
On a public company's first-time adoption of the IFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside an equal amount of special reserve. Following a company’s adoption of the IFRS for the preparation of its financial reports, when distributing distributable earnings, it shall set aside to special reserve, from the profit/loss of the current period and the undistributed earnings from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.
Details of the 2020 and 2019 earnings distribution and dividends per share as approved and resolved by the board of directors’ meeting and shareholders’ meeting on March 9, 2021 and June 9, 2020, respectively, are as follows:
| Legal reserve Common stock -cash dividend Total |
Appropriation of earnings | Appropriation of earnings | Dividendper share(NT$) | Dividendper share(NT$) |
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| $3,213 - $3,213 |
$38,363 - $38,363 |
$- | $- |
Please refer to Note 6 (19) for details on employees’ compensation and remuneration to directors and supervisors.
(d) Non-controlling interests
| Beginning balance Profit (loss) attributable to non-controlling interests Changes in non-controlling interests Ending balance |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $4,580 647 (520) $4,707 |
$42,562 (1,286) (36,696) $4,580 |
- 159 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(17) Operating revenue
| Revenue from contracts with customers Room revenue Food and beverage sales Other operating revenue Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $379,598 1,609,803 19,298 $2,008,699 |
$892,593 2,001,676 21,434 $2,915,703 |
For the year ended December 31, 2020, the impact of Covid-19 pandemic has been affecting global economic activities and certain industries, such as travel and hospitality. The Company’s room and food and beverage sales were also affected by the significant reduction in the number of international tourist and business trip, which leads to the downturn of earnings and gross profits of current year. Although the domestic epidemic situation has slowed, the international Covid-19 pandemic situation remains serve and many countries are still under lockdown measures. The Company is not yet possible to reasonably assess the future impact on the business and financial status.
Analysis of revenue from contracts with customers during the years ended December 31, 2020 and 2019 are as follows:
(a) Disaggregation of revenue
For the year ended December 31, 2020:
| Room revenue Food and beverage sales Other operating revenue Total Timing of revenue recognition: At a point in time Over time Total |
Taipei | Hsinchu | Kaohsiung | Other | Total |
|---|---|---|---|---|---|
| $89,681 835,949 5,690 |
$109,356 368,742 2,680 |
$180,561 391,907 2,710 |
$- 13,205 8,218 |
$379,598 1,609,803 19,298 |
|
| $931,320 | $480,778 | $575,178 | $21,423 | $2,008,699 | |
| $841,639 89,681 $931,320 |
$371,422 109,356 $480,778 |
$394,617 180,561 $575,178 |
$21,423 - $21,423 |
$1,629,101 379,598 $2,008,699 |
- 160 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended December 31, 2019:
| Room revenue Food and beverage sales Other operating revenue Total Timing of revenue recognition: At a point in time Over time Total |
Taipei | Hsinchu | Kaohsiung | Other | Total |
|---|---|---|---|---|---|
| $368,760 1,051,964 6,073 |
$235,920 446,170 3,333 |
$287,913 489,383 3,378 |
$- 14,159 8,650 |
$892,593 2,001,676 21,434 |
|
| $1,426,797 | $685,423 | $780,674 | $22,809 | $2,915,703 | |
| $1,058,037 368,760 $1,426,797 |
$449,503 235,920 $685,423 |
$492,761 287,913 $780,674 |
$22,809 - $22,809 |
$2,023,110 892,593 $2,915,703 |
(b) Contract balances
Contract liabilities – current
| Room revenue Food and beverage sales Other operating revenue Total |
December 31, 2020 |
December 31, 2019 |
January 1, 2019 |
|---|---|---|---|
| $65,933 131,832 73 $197,838 |
$58,873 141,486 73 $200,432 |
$22,888 135,510 60,489 $218,887 |
For the years ended December 31, 2020 and 2019, NT$200,432 and NT$218,887 are recognized as revenue, respectively, during the period that was included in the beginning balances of contract liabilities.
(18) Leases
- (a) Group as a lessee
The Group leases various properties, including real estate (land and buildings) and transportation equipment. The lease terms range from 3 to 5 years.
- 161 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Group’s leases effect on the financial position, financial performance and cash flows are as follow:
-
A. Amounts recognized in the balance sheet
-
i. Right-of-use assets
The carrying amount of right-of-use assets
| Land Buildings Transportation equipment Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $50,099 6,895 6,632 $63,626 |
$13,571 2,098 10,469 $26,138 |
During the year ended December 31, 2020, the Group’s additions to right-of-use assets amounting to NT$53,850 thousand.
- ii. Lease liabilities
| Lease liabilities Current Non-current |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $63,699 | $26,220 | |
| $12,879 $50,820 |
$14,773 $11,447 |
Please refer to Note 6 (20) for the interest on lease liabilities recognized during the year ended December 31, 2020 and refer to Note 12 (5) Liquidity Risk Management for the maturity analysis for lease liabilities.
- B. Amounts recognized in the statement of profit or loss
Depreciation charge for right-of-use assets
| Land Buildings Transportation equipment Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $4,987 6,155 5,865 $17,007 |
$12,221 1,697 4,377 $18,295 |
- 162 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- C. Income and costs relating to leasing activities
| The expenses relating to short-term leases | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 $13,989 |
2019 $16,229 |
- D. Cash outflow relating to leasing activities
During the years ended December 31, 2020 and 2019, the Group’s total cash outflows for leases amounting to NT$31,084 thousand and NT$35,197 thousand, respectively.
- E. Other information relating to leasing activities
Extension and termination options
Some of the Group’s land, buildings and transportation equipment rental agreement contain extension and termination options. In determining the lease terms, the noncancellable period for which the Group has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Group is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Group is reasonably certain not to exercise that option. These options are used to maximize operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Group. After the commencement date, the Group reassesses the lease term upon the occurrence of a significant event or a significant change in circumstances that is within the control of the lessee and affects whether the Group is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
- (19) Summary statement of employee benefits, depreciation and amortization expenses by function is as follows:
==> picture [410 x 140] intentionally omitted <==
----- Start of picture text -----
For the years ended December 31,
2020 2019
Operating Operating Total Operating Operating Total
costs expenses amount costs expenses amount
Employee benefits expense
Salaries $643,674 $180,385 $824,059 $704,655 $180,581 $885,236
Labor and health insurance 56,562 14,928 71,490 64,891 15,361 80,252
Pension 28,960 8,786 37,746 31,717 8,676 40,393
Other employee benefits expense 30,612 7,936 38,548 41,051 10,727 51,778
Depreciation 197,507 68,542 266,049 194,031 68,250 262,281
----- End of picture text -----
- 163 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
According to the Articles of Incorporation, 1% to 8% of profit of the current year is distributable as employees’ compensation and no higher than 4% of profit of the current year is distributable as remuneration to directors and supervisors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on the profit of the current year, the employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 to be 1% of profit of the current year and 0% of profit of the current year, respectively, recognized as salary expenses and other expenses. As such, employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 amount to NT$32 thousand and NT$0 thousand, respectively. A resolution was passed at a Board of Directors meeting held on March 9, 2021 to distribute NT$32 thousand and NT$0 thousand in cash as employees’ compensation and remuneration to directors and supervisors, respectively.
No material differences exist between the estimated amount and the actual distribution of the employee compensation for the year ended December 31, 2019. Actual distribution of remuneration to directors and supervisors of 2019 amount to NT$0 thousand, whereas the estimated amount accrued in the financial statements for the year ended December 31, 2019 were NT$15,000 thousand. Because of the Covid-19 pandemic, all directors of the Company voluntarily waived the remuneration of 2019 on April 15, 2020, in order to enrich the Company’s working capital. Differences between the estimated amount and the actual distribution of the remuneration to directors and supervisors for the year ended December 31, 2019 are recognized in profit or loss of the subsequent year in 2020.
(20) Non-operating income and expenses
- (a) Interest income
For the years ended December 31,
| Financial assets measured at amortized cost | 2020 $1,659 |
2019 $2,365 |
|---|---|---|
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Other income
| Rental income Dividend income Government grants Compensation income Others Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,310 109,726 87,635 44 26,005 $225,720 |
$1,610 103,370 - 24,064 9,070 $138,114 |
In April 2020, the Tourism Bureau of the Ministry of Transportation and Communications announced a bailout subsidy program to assist the operation of tourism industry affected by the impact of Covid-19 pandemic. In accordance with the operation directions for bailout subsidy, the Company applies government grants for employee salaries and necessary operating costs. The grant is recognized as other income over the period necessary to match the costs that it is intended to compensate.
- (c) Other gains and losses
| Losses on disposal of property, plant and equipment Foreign exchange losses (gains), net Gains on disposal of investments Gains on financial assets at fair value through profit or loss (Note) Others Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $(619) 224 - 87,402 (314) $86,693 |
$(30,772) 1,337 3,183 59,894 (108) $33,534 |
Note: Balances were arising from financial assets mandatorily measured at fair value through profit or loss.
- (d) Finance costs
| Interest on borrowings from bank Interest on lease liabilities Imputed interest on deposits Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $4,561 227 10 $4,798 |
$3,046 400 10 $3,456 |
- 165 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(21) Components of other comprehensive income
For the year ended December 31, 2020:
| Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Total other comprehensive income (loss) |
Arising during the period |
Reclassification adjustments during the period |
Other comprehensive income (loss), before tax |
Income tax relating to components of other comprehensive income |
Other comprehensive income (loss), net of tax |
|---|---|---|---|---|---|
| $21,209 413,038 59,677 $493,924 |
$- - - $- |
$21,209 413,038 59,677 $493,924 |
$(4,242) - - $(4,242) |
$16,967 413,038 59,677 $489,682 |
For the year ended December 31, 2019:
| Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Total other comprehensive income (loss) |
Arising during the period |
Reclassification adjustments during the period |
Other comprehensive income (loss), before tax |
Income tax relating to components of other comprehensive income |
Other comprehensive income (loss), net of tax |
|---|---|---|---|---|---|
| $(5,372) 311,085 174,648 $480,361 |
$- - - $- |
$(5,372) 311,085 174,648 $480,361 |
$1,074 - - $1,074 |
$(4,298) 311,085 174,648 $481,435 |
- 166 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(22) Income tax
- (a) The major components of income tax expense (benefit) for the years ended December 31, 2020 and 2019 are as follows:
Income tax expense (income) recognized in profit or loss
| Current income tax expense (benefit): Current income tax charge Adjustments in respect of current income tax of prior periods Deferred tax expense (benefit): Deferred tax expense (benefit) relating to origination and reversal of temporary differences Total income tax expense (benefit) |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $9,852 2,987 (10,860) $1,979 |
$35,041 (13,418) 18,838 $40,461 |
Income tax relating to components of other comprehensive income (loss)
| Deferred tax expense (benefit): Remeasurements of defined benefits plans Income tax relating to components of other comprehensive income |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $(4,242) $(4,242) |
$1,074 $1,074 |
- (b) Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
| Accounting profit before tax from continuing operations Tax at the domestic rates applicable to profits in the country concerned Tax effect of revenues exempt from taxation Tax effect of expenses not deductible for tax purposes Pay the approved income tax Corporate income surtax on undistributed retained earnings Adjustments in respect of current income tax of prior periods Others Total income tax expense recognized in profit or loss |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $5,234 | $422,810 | |
| $1,047 (35,648) 185 8,623 8,640 2,987 16,145 $1,979 |
$84,562 (34,091) 124 - 2,066 (13,418) 1,218 $40,461 |
- 167 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(c) Deferred tax assets (liabilities) relate to the following:
For the year December 31, 2020:
| For the year December 31, 2020: | ||||
|---|---|---|---|---|
| Temporary differences�Deferred tax assets Depreciation difference for tax purpose Loss allowance Accrued employee benefits Non-current liability�Defined benefit Liability Remeasurements of defined benefits plans Impairment on financial assets at cost Temporary differences�Deferred tax liabilities Revaluation of financial assets at fair value through profit or loss Provisions�land value increment tax Deferred tax income/(expense) Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Ending balance |
| $65,198 146 3,414 26,687 8,109 229 (37,903) (34,170) |
$(1,437) - 31,855 (2,078) - - (17,480) - |
$- - - - (4,242) - - - |
$63,761 146 35,269 24,609 3,867 229 (55,383) (34,170) |
|
| $10,860 | $(4,242) | |||
| $31,710 | $38,328 | |||
| $103,783 $(72,073) |
$127,881 $(89,553) |
For the year ended December 31, 2019:
| Temporary differences�Deferred tax assets Depreciation difference for tax purpose Loss allowance Accrued employee benefits Non-current liability�Defined benefit Liability Remeasurements of defined benefits plans Impairment on financial assets at cost Temporary differences�Deferred tax liabilities Revaluation of financial assets at fair value through profit or loss Provisions�land value increment tax Deferred tax income/(expense) Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Ending balance |
|---|---|---|---|---|
| $67,327 146 3,414 31,417 7,035 229 (25,924) (34,170) |
$(2,129) - - (4,730) - - (11,979) - |
$- - - - 1,074 - - - |
$65,198 146 3,414 26,687 8,109 229 (37,903) (34,170) |
|
| $(18,838) | $1,074 | |||
| $49,474 | $31,710 | |||
| $109,568 $(60,094) |
$103,783 $(72,073) |
- 168 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (d) The following table contains information of the unused tax losses of the Group:
| Year | Tax losses for the period |
Unused tax | losses as of | Expiration year |
|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
|||
| 2013 2014 2015 2016 2017 2018 |
4,883 1,555 1,762 5,474 8,577 3,873 |
$- - - - 410 58 $468 |
$- - - - 410 352 $762 |
2023 2024 2025 2026 2027 2028 |
Note: The Group assessed losses control over Kenting Amba Hotel Co., Ltd. in 2019, and therefore it was no longer included in the consolidated financial statements since the date of losing control.
- (e) Unrecognized deferred tax assets
The Group's unrecognized deferred tax assets amounted to NT$94 thousand and NT$152 thousand as of December 31, 2020 and 2019, respectively.
- (f) The assessment of income tax returns
As of December 31, 2020, the assessment of the income tax returns of the Company and its subsidiaries is as follows:
| The Company Subsidiary�Benz Investment Ltd. Subsidiary�Ambassador Investment Ltd. Subsidiary�Custom Investment Ltd. Subsidiary�Ambassador Premium Food Co., Ltd. Subsidiary�Ambassador Bakery Corp. Ltd. Sub-subsidiary�Custom Human Resources Management Ltd. Sub-subsidiary�Ambassador Property Management Co., Ltd. |
The assessment of income tax returns |
|---|---|
| Assessed and approved up to 2018 (Note) Assessed and approved up to 2019 Assessed and approved up to 2019 Assessed and approved up to 2019 Assessed and approved up to 2019 Assessed and approved up to 2018 Assessed and approved up to 2019 Assessed and approved up to 2018 |
Note: Income tax returns of 2017 is not yet assessed and approved.
- 169 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(23) Earnings per share
Basic earnings per share is calculated by dividing net profit for the year attributable to ordinary equity owners of the parent entity by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity owners of the parent entity by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| A. Basic earnings per share Net income attributable to ordinary equity owners of the parent Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) B. Diluted earnings per share Net income attributable to ordinary equity owners of the parent Net income after dilution attributable to ordinary equity owners of the parent (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Effect of dilution: Employee compensation�stock (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,608 | $383,635 | |
| 366,923 | 366,923 | |
| $0.01 | $1.05 | |
| $2,608 | $383,635 | |
| $2,608 | $383,635 | |
| 366,923 1 |
366,923 1,779 |
|
| 366,924 $0.01 |
368,702 $1.04 |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of the financial statements were authorized for issue.
- 170 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
7. Related party transactions
- (1) Name and nature of relationship of the related parties
Information of the related parties that had transactions with the Group during the financial reporting period is as follows: :
==> picture [410 x 14] intentionally omitted <==
----- Start of picture text -----
Name of the related parties Nature of relationship of the related parties
----- End of picture text -----
| Name of the related parties | Nature of relationship of the related parties |
|---|---|
| Shihlin Electric & Engineering Corporation | Entity with joint control or significant influence |
| over the Group | |
| HCT Logistics Co., Ltd. | Other related party |
| Charter Leisure Co., Ltd. | Other related party |
| Hsinchu Golf Country Club Co., Ltd. | Other related party |
| Shihlin Development Company Limited | Other related party |
| Qun Xin Properties Co., Ltd. | Associate |
- (2) Significant transactions with the related parties
(a) Sales
| Entity with joint control or significant influence over the Group Other related parties Associates Total |
For theyears ended December 31 | For theyears ended December 31 |
|---|---|---|
| 2020 | 2019 | |
| $20,210 34,892 1,003 $56,105 |
$25,694 29,686 1,076 $56,456 |
The sale price and trade credit terms were determined based on general trading terms.
(b) Purchases
| Other related parties Associates Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $55 - $55 |
$28 3 $31 |
- 171 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(c) Amounts receivable, net
| Entity with joint control or significant influence over the Group Other related parties Associates Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $4,336 3,600 76 $8,012 |
$3,641 4,647 89 $8,377 |
The outstanding receivables from a joint operating agreement with Charter Leisure Co., Ltd. in amount of NT$4,866 thousand and NT$5,859 thousand, as of December 31, 2020 and 2019, respectively, are the sales generated from the agreement less the operating expenses. Please refer to Note7 (3) for more details.
(d) Others receivable
| Other related parties Associates Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $- - $- |
$172 54 $226 |
-
(e) Lease - related parties
-
A. Right-of-use assets
| Other related parties HCT Logistics Co., Ltd. Lease liabilities Other related parties HCT Logistics Co., Ltd. |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $53,930 | $8,790 | |
| 2020 | 2019 | |
| $50,099 | $8,810 |
-
B. Lease liabilities
-
172 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
| C. Interest expenses Other related parties HCT Logistics Co., Ltd. (f) Refundable deposits Other related parties (g) Accounts payable Entity with joint control or significant influence over the Group (h) Other payables Entity with joint control or significant influence over the Group Other related parties Associates Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $79 | $156 | |
| 2020 2019 $300 $300 As of December 31, |
||
| 2020 2019 $63 $2,637 As of December 31, |
||
| 2020 | 2019 | |
| $- 559 6 $565 |
$62 598 - $660 |
(i) Operating expense
| Entity with joint control or significant influence over the Group Other related parties Associates Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $234 6,225 4 $6,463 |
$567 6,391 1 $6,959 |
- 173 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (j) Property transaction
| Purchase of property, plant and equipment� Entity with joint control or significant influence over the Group Shihlin Electric & Engineering Corporation Sell the property, plant and equipment� Entity with joint control or significant influence over the Group Shihlin Electric & Engineering Corporation |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $3,585 | $3,218 | |
| $- | $1,018 |
- (k) Key management personnel compensation
For the years ended December 31,
| Short-term employee benefits Post-employment benefits Total |
2020 | 2019 |
|---|---|---|
| $53,673 1,062 $54,735 |
$70,314 1,020 $71,334 |
- (3) The agreements with related parties are as follows �
(a) Lease
Since January 1, 1997, the Group leased the Land Lot No.567-2 of Central Section, Hsinchu City (approximately 595 pings) from HCT Logistics Co., Ltd. for developing the hotel and department store. The lease agreement will terminate untill December 31, 2030. At the end of the lease term, the Group has the right to apply for extension and bargain renewal options.
During the lease period, the Group has the right to require HCT Logistics Co., Ltd. to apply for the registration of superficies. The term of such acquired superficies is from June 2000 to June 2035. The Group pays the rental fee amounted NT$1,500 thousand to HCT Logistics Co., Ltd. before the date of registration of the superficies and adjusted based on the Wholesale Price Index every five years.
- 174 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Restaurant joint operating agreement
The Group entered into a restaurant joint operating agreement with Charter Leisure Co., Ltd. The agreement will terminate until December 31, 2020. Charter Leisure Co., Ltd. provides the operating site located at Landmark Club. The Group provides sales of goods and rendering of services. Charter Leisure Co., Ltd. is responsible for making collections of restaurant sales and claims agent fee based on sales of current month. At the end of each year, the agent fee is adjusted based on annual sales and annual rate according to the agreement between both parties.
8. Assets pledged as security
The following table lists assets of the Group pledged as security:
==> picture [429 x 280] intentionally omitted <==
----- Start of picture text -----
Carrying amount
December 31, December 31,
Items
2020 2019 Secured liabilities
Financial assets at fair value through other $162,560 $144,800 Short-term notes and
comprehensive income, current bills
Financial assets measured at amortized cost,
non-current
Demand deposits 15,930 15,930 Loans
Property, plant and equipment:
Building for operation and administration in 3,244,736 3,304,655 Loans and bank
Hsinchu performance guarantee
Building for operation in Kaohsiung 577,940 613,952 Loans
Building for operation and administration in 936,381 792,156 Loans
Taipei
Subtotal 4,759,057 4,710,763
Total $4,937,547 $4,871,493
----- End of picture text -----
9. Significant contingencies and unrecognized contractual commitments
-
(1) The Group signed a lease with HCT Logistics Co., Ltd., Please refer to Note 7 (3) for more details.
-
175 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(2) The Group signed a restaurant joint operating agreement with Charter Leisure Co., Ltd. Please refer to Note 7 (3) for more details.
-
(3) The Group entered into several construction contracts and acquisition contracts of property, plant and equipment. As of December 31, 2020 and 2019, these contracts amounted to approximately NT$126,393 thousand and NT$657,744 thousand and the portion of the contracts not yet paid was approximately NT$20,321 thousand and NT$430,846 thousand, respectively.
-
(4) The Group entrusted financial institutes to open performance guarantee, mainly related to the operations, amounting to NT$64,402 thousand.
-
Losses due to major disasters
None.
11. Significant subsequent events
None.
12. Others
- (1) Categories of financial instruments
Financial assets
| Financial assets at fair value through profit or loss: Mandatorily measured at Fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost (Note) Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $676,518 4,488,304 500,435 $5,665,257 |
$589,116 3,424,656 701,317 $4,715,089 |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Financial liabilities
| Financial liabilities measured at amortized cost: Short-term loans Payables (other payables included) Lease liabilities Long-term loans (current portion included) Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $920,000 627,141 63,699 120,000 $1,730,840 |
$220,000 721,332 26,220 131,000 $1,098,552 |
Note: Includes cash and cash equivalents, financial assets measured at amortized cost, notes receivables, accounts receivables and other receivables.
(2) Financial risk management objectives and policies
The Group’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Group’s identifies measures and manages the aforementioned risks based on the Group’s policy and risk appetite.
The Group has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Group complies with its financial risk management policies at all times.
(3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there is usually interdependencies between risk variables. However the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s debt instrument investments at variable interest rates, loans with fixed interest rates and variable interest rates.
- 177 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including loans with variable interest rates. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended December 31, 2020 and 2019 to decrease/increase by NT$1,040 thousand and NT$351 thousand, respectively.
Equity price risk
The fair value of the Group’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income. The Group manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Board of Directors reviews and approves all equity investment decisions.
A change of 1% in the price of the listed and unlisted equity securities measured at fair value through profit or loss could increase/decrease the Group’s profit for the years ended December 31, 2020 and 2019 by NT$6,765 thousand and NT$5,891 thousand, respectively.
A change of 1% in the price of the listed companies stocks classified as equity instruments investments measured at fair value through other comprehensive income could have an impact of NT$41,300 thousand and NT$30,555 thousand on the equity attributable to the Group for the years ended December 31, 2020 and 2019, respectively.
Please refer to Note 12 (8) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Group is exposed to credit risk from operating activities (primarily for contract assets, trade and notes receivables, and lease receivables) and financing activities (primarily for bank deposits and other financial instruments).
The Group transacts with a large number of customers. The credit concentration risk of receivables is insignificant.
- 178 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Credit risk from balances with banks and other financial instruments is managed by the Group’s treasury in accordance with the Group’s policy. The Group only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
The Group adopted IFRS 9 to assess the expected credit losses. Except for contract assets and account receivables, the remaining debt instrument investments which are not measured at fair value through profit or loss, low credit risk for these investments is a prerequisite upon acquisition and by using their credit risk as a basis for the distinction of categories.
(5) Liquidity risk management
The Group’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments and bank loans, etc. The table below summarizes the maturity profile of the Group’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.
Non-derivative financial liabilities
==> picture [401 x 27] intentionally omitted <==
----- Start of picture text -----
Less than 1
year 2 to 3 years 4 to 5 years > 5 years Total
----- End of picture text -----
| As of December 31, 2020 | |||||
| Short-term loans | $920,381 | $- | $- | $- | $920,381 |
| Payables (other payables | 627,141 | - | - | - | 627,141 |
| included) | |||||
| Lease liabilities (Note) | 13,500 | 14,246 | 10,596 | 26,490 | 64,832 |
| Long-term loans | 100,130 | 20,355 | - | - | 120,485 |
| As of December 31, 2019 | |||||
| Short-term loans | $220,050 | $- | $- | $- | $220,050 |
| Payables (other payables | 721,332 | - | - | - | 721,332 |
| included) | |||||
| Lease liabilities (Note) | 17,234 | 5,692 | 1,180 | 3,300 | 27,406 |
| Long-term loans | 11,064 | 122,048 | - | - | 133,112 |
Note: Includes cash flows resulted from short-term leases or leases of low-value assets.
Derivative financial instruments
The Group does not hold any derivative financial instruments.
- 179 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (6) Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities for the year ended December 31, 2020:
| As of December 31, 2020 Cash flows Non-cash changes As of December 31, 2020 |
Short-term loans |
Long-term loans |
Leases liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $220,000 700,000 - $920,000 |
$131,000 (11,000) - $120,000 |
$26,220 17,095 20,384 $63,699 |
$377,220 706,095 20,384 $1,103,699 |
Reconciliation of liabilities for the year ended December 31, 2019:
| As of December 31, 2018 Cash flows Non-cash changes As of December 31, 2019 |
Short-term loans |
Long-term loans |
Leases liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $100,000 120,000 - $220,000 |
$243,000 (112,000) - $131,000 |
$- 18,968 7,252 $26,220 |
$343,000 26,968 7,252 $377,220 |
-
(7) Fair values of financial instruments
-
(a) The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Group to measure or disclose the fair values of financial assets and financial liabilities:
-
A. The carrying amount of cash and cash equivalents, receivables (including other receivables), payables (including other payables) approximate their fair value due to their short maturities.
-
180 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
B. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures, etc.) at the reporting date.
-
C. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).
-
D. Fair value of debt instruments without market quotations and bank loans are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the GreTai Securities Market, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
-
(b) Fair value of financial instruments measured at amortized cost
The carrying amount of the Group’s financial assets and liabilities measured at amortized cost approximate their fair value.
- (c) Fair value measurement hierarchy for financial instruments
Please refer to Note 12 (8) for fair value measurement hierarchy for financial instruments of the Company.
-
(8) Fair value measurement hierarchy
-
(a) Fair value measurement hierarchy
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
-
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
-
Level 3 – Unobservable inputs for the asset or liability
-
181 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
(b) Fair value measurement hierarchy of the Group’s assets and liabilities
The Group does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Group’s assets and liabilities measured at fair value on a recurring basis is as follows:
As of December 31, 2020
| Assets measured at fair value: Financial assets at fair value through profit or loss Offshore funds Financial assets at fair value through other comprehensive income Equity instruments measured at fair value through other comprehensive income As of December 31, 2019 Assets measured at fair value: Financial assets at fair value through profit or loss Offshore funds Financial assets at fair value through other comprehensive income Equity instruments measured at fair value through other comprehensive income |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| $- 4,130,041 Level 1 |
$676,518 - Level 2 |
$- 358,263 Level 3 |
$676,518 4,488,304 Total |
|
| $- 3,055,511 |
$589,116 - |
$- 369,145 |
$589,116 3,424,656 |
Transfers between Level 1 and Level 2 during the period
During the years ended December 31, 2020 and 2019, there were no transfers between Level 1 and Level 2 fair value measurements.
- 182 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The detail movement of recurring fair value measurements in Level 3:
Reconciliation for recurring fair value measurements in Level 3 of the fair value hierarchy during the period is as follows:
| As of January 1, 2020 Total gains (losses) recognized for the year ended December 31, 2020: Amount recognized in OCI (presented in “Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income”) Disposal for the year ended December 31, 2020 As of December 31, 2020 As of January 1, 2019 Total gains (losses) recognized for the year ended December 31, 2019: Amount recognized in OCI (presented in “Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income”) As of December 31, 2019 |
Equitysecurities |
|---|---|
| $369,145 (7,539) (3,343) |
|
| $358,263 | |
| $334,888 34,257 $369,145 |
Information on significant unobservable inputs to valuation
Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:
As of December 31, 2020
Valuation Significant Quantitative Relationship between technique unobservable inputs information inputs and fair value Sensitivity of the input to fair value Financial assets: Financial assets at fair value through other comprehensive income Stocks Market discount for lack of 10% The higher the 1% increase (decrease) in the discount approach marketability discount for lack of for lack of marketability would result marketability, the in increase (decrease) in the Group’s lower the fair value of equity by NT$3,583 thousand the stocks
1% increase (decrease) in the discount for lack of marketability would result in increase (decrease) in the Group’s equity by NT$3,583 thousand
As of December 31, 2019
Valuation Significant Quantitative Relationship between techniques unobservable inputs information inputs and fair value Sensitivity of the input to fair value Financial assets: Financial assets at fair value through other comprehensive income Stocks Market discount for lack of 10% The higher the 1% increase (decrease) in the discount approach marketability discount for lack of for lack of marketability would result in
The higher the discount for lack of marketability, the lower the fair value of the stocks
1% increase (decrease) in the discount for lack of marketability would result in increase (decrease) in the Group’s equity by NT$3,691 thousand
- 183 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy
The Group’s Finance Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Group’s accounting policies at each reporting date to ensure the measurement or assessment are reasonable.
- (c) Fair value measurement hierarchy of the Group’s assets and liabilities not measured at fair value but for which the fair value is disclosed
As of December 31, 2020:
| Investment properties (Note) As of December 31, 2019: Investment properties (Note) |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| $- Level 1 |
$- Level 2 |
$104,266 Level 3 |
$104,266 Total |
|
| $- | $- | $104,266 | $104,266 |
Note: Please refer to Note 6 (11).
(9) Capital management
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.
- 184 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
13. Additional disclosures
(1) Information at significant transactions
==> picture [403 x 242] intentionally omitted <==
----- Start of picture text -----
No. Items Attachment
1 Financing provided to others None
2 Endorsement/Guarantee provided to others None
3 Securities held as of December 31, 2020 (excluding investments in Attachment 1
subsidiaries, associates and joint ventures)
4 Individual securities acquired or disposed of with accumulated Attachment 2
amount exceeding the lower of NT$300 million or 20 percent of the
capital stock
5 Acquisition of individual real estate with amount exceeding the lower None
of NT$300 million or 20 percent of capital stock
6 Disposal of individual real estate with amount exceeding the lower of None
NT$300 million or 20 percent of capital stock
7 Related party transactions for purchases and sales amounts exceeding Attachment 3
the lower of NT$100 million or 20 percent of capital stock
8 Receivables from related parties with amounts exceeding the lower of None
NT$100 million or 20 percent of capital stock
9 Financial instruments and derivative transactions None
10 Others: business relationships and significant transactions between Attachment 4
parent company and subsidiary and among subsidiaries
----- End of picture text -----
- (2) Information on investees
Relevant information of investees over which the Company has direct or indirect control:
==> picture [403 x 230] intentionally omitted <==
----- Start of picture text -----
No. Items Attachment
1 Financing provided to others None
2 Endorsement/Guarantee provided to others None
3 Securities held as of December 31, 2020 (excluding investments in Attachment 1
subsidiaries, associates and joint ventures)
4 Individual securities acquired or disposed of with accumulated Attachment 2
amount exceeding the lower of NT$300 million or 20 percent of the
capital stock
5 Acquisition of individual real estate with amount exceeding the lower None
of NT$300 million or 20 percent of capital stock
6 Disposal of individual real estate with amount exceeding the lower of None
NT$300 million or 20 percent of capital stock
7 Related party transactions for purchases and sales amounts exceeding Attachment 3
the lower of NT$100 million or 20 percent of capital stock
8 Receivables from related parties with amounts exceeding the lower of None
NT$100 million or 20 percent of capital stock
9 Financial instruments and derivative transactions None
10 Name, location and related information of investee Attachment 5
----- End of picture text -----
- 185 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (3) Information on investments in mainland China
None.
- (4) Information on controlling shareholder
Refer to Attachment 6.
14. Segment information
For management purposes, the Group is organized into business units based on their products and services and has three reportable operating segments as follows:
The Taipei segment is responsible for the foodservice and accomodations in Taipei area (including restaurants outside the hotel in Taipei area).
The Hsinchu segment is responsible for the foodservice and accomodations in Hsinchu area.
The Kaohsiung segment is responsible for the foodservice and accomodations in Kaohsiung area.
No operating segments have been aggregated to form the above reportable operating segments. Other business activities that are not reported and related information of the operating segments are disclosed under the "Other operating segments".
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss and is measured based on accounting policies consistent with those in the consolidated financial statements. However, income taxes are managed on a group basis and are not allocated to operating segments.
Transfer prices between operating segment are on an arm’s length basis in a manner similar to transactions with third parties.
- 186 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (1) The following table presents segments profit or loss, assets and liabilities of the Group’s operating segments:
For the year ended December 31, 2020
| Revenue External customer Inter-segment Interest income Total revenue Interest expense Depreciation and amortization Segment profit Assets Investments accounted for using equity method Capital expenditure Segment assets Segment liabilities |
Taipei | Hsinchu | Kaohsiung | Subtotal | Other operating segments |
Adjustment and elimination |
Consolidated |
|---|---|---|---|---|---|---|---|
| $931,320 3,868 - |
$480,778 - - |
$575,178 - - |
$1,987,276 3,868 - |
$21,423 214,105 1,659 |
$- (217,973) - |
$2,008,699 - 1659 |
|
| $935,188 | $480,778 | $575,178 | $1,991,144 | $237,187 | $(217,973) | $2,010,358 | |
| - 86,105 $39,935 |
- 102,689 $(55,731) |
- 64,776 $53,138 |
- 253,570 $37,342 |
4,798 12,479 $18,049 |
- - $(50,157) |
4,798 266,049 $5,234 |
|
| $- 118,245 $1,445,785 $157,420 |
$- 15,655 $3,521,286 $171,534 |
$- 27,012 $705,706 $113,909 |
$- 160,912 $5,672,777 $442,863 |
$4,719,717 75,614 $10,650,484 $1,700,413 |
$(2,990,395) - $(3,016,456) $(26,061) |
$1,729,322 236,526 $13,304,778 $2,117,215 |
For the year ended December 31, 2019
| Revenue External customer Inter-segment Interest income Total revenue Interest expense Depreciation and amortization Segment profit Assets Investments accounted for using equity method Capital expenditure Segment assets Segment liabilities |
Taipei | Hsinchu | Kaohsiung | Subtotal | Other operating segments |
Adjustment and elimination |
Consolidated |
|---|---|---|---|---|---|---|---|
| $1,426,798 4,601 - |
$685,422 - - |
$780,673 - - |
$2,892,893 4,601 - |
$22,810 309,925 2,365 |
$- (314,526) - |
$2,915,703 - 2,365 |
|
| $1,431,399 | $685,422 | $780,673 | $2,897,494 | $335,100 | $(314,526) | $2,918,068 | |
| - 82,032 $273,393 |
- 102,789 $55,391 |
- 65,662 $135,550 |
- 250,483 $464,334 |
3,456 11,798 $16,712 |
- - $(58,236) |
3,456 262,281 $422,810 |
|
$- 267,937 $1,489,883 $251,552 |
$- 39,761 $3,556,934 $136,822 |
$- 26,678 $760,992 $127,165 |
$- 334,376 $5,807,809 $515,539 |
$4,299,332 5,686 $9,092,225 $1,016,012 |
$(2,694,434) - $(2,730,340) $(35,906) |
$1,604,898 340,062 $12,169,694 $1,495,645 |
- 187 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) The segment profit is not included non-operating income and expenses, such as other income, other gains and losses, finance costs, share of profit or loss of associates and joint ventures accounted for using equity method. After adjustment and elimination, the aggregate amount of segment profit is the consolidated profit before tax from continuing operations.
-
(b) Inter-segment revenue are eliminated on consolidation and recorded under the “adjustment and elimination” column, all other adjustments and eliminations are disclosed below.
-
(2) The following table presents segments revenue, profit or loss, assets, liabilities and other major adjustments:
-
(a) Revenue
| Reportable operating segments total revenue Other operating segments profit Adjustment and elimination Consolidated revenue |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,991,144 237,187 (217,973) $2,010,358 |
$2,897,494 335,100 (314,526) $2,918,068 |
- (b) Profit or loss
| Reportable operating segments total revenue Other operating segments profit Adjustment and elimination Profit before tax from continuing operations |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $37,342 18,049 (50,157) $5,234 |
$464,334 16,712 (58,236) $422,810 |
- (c) Assets
| Reportable operating segments total assets Other operating segments assets Adjustment and elimination Consolidated assets |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $5,672,777 10,639,973 (3,016,456) $13,296,294 |
$5,807,809 9,092,225 (2,730,340) $12,169,694 |
- 188 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(d) Liabilities
| Reportable operating segments total liabilities Other operating segments liabilities Adjustment and elimination Consolidated liabilities |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $442,863 1,700,413 (26,061) $2,117,215 |
$515,539 1,016,012 (35,906) $1,495,645 |
(e) Other major items
For the year ended December 31, 2020
| Interest income Interest expense Capital expenditure Depreciation |
Reportable operating segments total |
Other operating segments |
Consolidated |
|---|---|---|---|
| $- - 160,912 253,570 |
$1,659 4,798 75,614 12,479 |
$1,659 4,798 236,526 266,049 |
For the year ended December 31, 2019
| Interest income Interest expense Capital expenditure Depreciation |
Reportable operating segments total |
Other operating segments |
Consolidated |
|---|---|---|---|
| $- - 334,376 250,483 |
$2,365 3,456 5,686 11,798 |
$2,365 3,456 340,062 262,281 |
(3) Geographical information:
The Group has no foreign operating organization
(4) Major customers:
There were no individual customers accounting for at least 10% of net sales.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 1: Securities held as of December 31, 2020 (excluding investments in subsidiaries, associates and joint ventures)
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----- Start of picture text -----
Ending Balance
Held Company Name Type and Name of Securities Relationship Financial Statement Account Carrying Percentage of Note
Units/Shares Amount Ownership Fair Value (Note 2)
(Note 1) (%)
The Ambassador Hotel Co., Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Same chairman/Entity with significant Financial assets at fair value through other comprehensive income, current 44,285,175 $2,249,687 8.50 $2,249,687
influence over the Company
Listed Stock/Kerry Tj Logistics Co., Limited - Financial assets at fair value through other comprehensive income, current 1,011,000 45,293 0.22 45,293
Listed Stock/CTBC Financial Holding Co.,Ltd. - Financial assets at fair value through other comprehensive income, current 33,000,000 650,100 0.17 650,100
Beneficiary Certificate/Genesis Capital Appreciation Fund - Financial assets at fair value through profit or loss, non-current 293,968 174,187 - 174,187
Beneficiary Certificate/Asian Value Fund - Financial assets at fair value through profit or loss, non-current 293,968 199,323 - 199,323
Beneficiary Certificate/Ivy Sun Moon Fund - Financial assets at fair value through profit or loss, non-current 291,192 182,056 - 182,056
Beneficiary Certificate/Caesar Balance Income Fund - Financial assets at fair value through profit or loss, non-current 297,072 120,952 - 120,952
Stock/Cheng Der Investment Corp. - Financial assets at fair value through other comprehensive income, non-current 2,600,000 44,954 8.70 44,954
Stock/Newkind Co., Ltd. - Financial assets at fair value through other comprehensive income, non-current 10,000 - 0.03 -
Stock/Charter Leisure Co., Ltd. Chairman of the company is a key Financial assets at fair value through other comprehensive income, non-current 900,000 11,448 18.00 11,448
management personnel of the Company
Stock/Taiwan Creative Industry Development Co., Ltd. - Financial assets at fair value through other comprehensive income, non-current 2,500,000 37,150 12.50 37,150
Stock/BaiNian International Technology Co., Ltd. - Financial assets at fair value through other comprehensive income, non-current 1,146 - 7.54 -
Stock/Hsinchu Golf Country Club Co., Ltd. Same chairman Financial assets at fair value through other comprehensive income, non-current 13 42,250 1.53 42,250
Stock/The Orient Linko Golf & Country Club - Financial assets at fair value through other comprehensive income, non-current 4 33,200 0.40 33,200
Stock/Global Securities Finance Corporation - Financial assets at fair value through other comprehensive income, non-current 16,318 163 0.09 163
Custom Investment Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Same chairman/Entity with significant Financial assets at fair value through other comprehensive income, current 3,730,000 189,484 0.72 189,484
influence over the Company
Stock/Chang Hong Investment Corp. - Financial assets at fair value through other comprehensive income, non-current 9,000,000 99,395 15.79 99,395
Stock/Xin He Investment Corp. - Financial assets at fair value through other comprehensive income, non-current 4,000,000 42,513 5.95 42,513
Ambassador Investment Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Same chairman/Entity with significant Financial assets at fair value through other comprehensive income, current 7,047,000 357,987 1.35 357,987
influence over the Company
Listed Stock/Shihlin Development Company Limited Director of the company is a key management Financial assets at fair value through other comprehensive income, current 5,781,850 65,913 4.24 65,913
personnel of the Company
Stock/Asia Pacific Technology–3 - Financial assets at fair value through other comprehensive income, non-current 700 - 1.67 -
Stock/Charter Leisure Co., Ltd. Chairman of the company is a key Financial assets at fair value through other comprehensive income, non-current 83,333 1,060 1.67 1,060
management personnel of the Company
Benz Investment Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Same chairman/Entity with significant Financial assets at fair value through other comprehensive income, current 10,083,000 512,216 1.94 512,216
influence over the Company
Listed Stock/Shihlin Development Company Limited Director of the company is a key management Financial assets at fair value through other comprehensive income, current 5,207,066 59,361 3.82 59,361
personnel of the Company
Stock/Asia Pacific Technology–2 - Financial assets at fair value through other comprehensive income, non-current 268,250 - 2.30 -
Stock/Cheng Der Investment Corp. - Financial assets at fair value through other comprehensive income, non-current 2,668,000 46,130 8.92 46,130
----- End of picture text -----
Note 1: For financial assets measured at fair value, the carrying aount should be the fair value deducted by the accumulated impairment loss. For financial assets not measured at fair value, the carrying aount should be the original cost or amortized cost deducted by the accumulated impairment loss. Note 2: If securities are restricted because of being used as collaterals, being pledged or other reasons, such restriction should be disclosed.
- 190 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 2: Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock
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----- Start of picture text -----
Type and Name of Securities Counter-Party Relationship Beginning Balance Acquisition Disposal Ending Balance
Company Name Financial Statement Account Gains
(Note 1) (Note 2) (Note 2) Carrying (Losses)
Shares Amount Shares Amount Shares Amount amount on disposal Shares Amount Note
The Ambassador Hotel Co., Ltd. CTBC Financial Holding Co., Ltd. Financial assets at fair value through - - - - 33,000,000 $614,041 - - - - 33,000,000 $614,041
other comprehensive income, current
----- End of picture text -----
Note 1: Securities are stocks, bonds, beneficiary certificates and securities derived from the aforementioned items within the scope of IFRS 9 Financial Instruments. Note 2: Only securities accounted for using the equity method are required to disclose such information.
- 191 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 3: Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of capital stock
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----- Start of picture text -----
Details of Abnormal Notes/Accounts Receivables
Transaction Details
Transaction (Payables)
Company Name Counter-party Relationship Percentage of Total Note
Percentage of Total
Purchases Amount Purchases Payment Unit price Payment Ending Balance Notes/Accounts
(Sales) Term Term Receivables
(Sales)(%)
(Payables)(%)
The Ambassador Hotel Co., Ltd. Ambassador Premium Food Co., Ltd. Subsidiary Purchases $199,730 29.32 30 days NA NA $(23,794) 17.56 Note 1
Ambassador Premium Food Co., Ltd. The Ambassador Hotel Co., Ltd. Parent Company Sales (199,730) 100.00 30 days NA NA 23,794 100.00 Note 1
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Note 1: The amount was writed-off in the consolidated financial statements
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 4: business relationships and significant transactions between parent company and subsidiary
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----- Start of picture text -----
Intercompany Transactions
(Note 1)Number Company Name Counter-Party Relationship(Note 2) Financial Statement Amount Payment Term Percentage ofTotal Sales
Account
or Assets (Note 3)
0 The Ambassador Hotel Co., Ltd. Ambassador Premium Food Co., Ltd. 1 Food and beverage costs $199,730 Equivalent to general conditions 9.94%
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Note 1: The parent company and its subsidiaries do business with each other. Information shall be stated separately and numbered are as follows:
-
The parent company is 0.
-
Subsidiaries, sequentially numbered by Arabic numerals from 1.
Note 2: The related parties have the following three relationships:
-
Parent company to subsidiary.
-
Subsidiary to parent company.
-
Subsidiary to subsidiary.
Note 3: Amounts of balance sheet accounts are calculated as percentage of consolidated total assets; amounts of income statement accounts are calculated as percentage of consolidated total revenues. Note 4: Individual transaction amounts less than $10 million will not be disclosed; instead they will be disclosed as other assets or liabilities and income or expense , while the relative transactions will no
be disclosed.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 5: Name, location and related information of investee (excluding investees in Mainland China)
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----- Start of picture text -----
Oringnal Investment Investment
Amount Balance as of December 31, 2020 Net Income Income
Investor Company Investee Company Location Main Businesses (Loss) of Note
Ending Beginning Shares Percentage of Carrying Investee (Loss)
balance balance Ownership Amount Recognized
The Ambassador Hotel Co., Ltd. Ambassador Premium Food Co., Ltd. Republic of China Wholesale of aquatic products, foods and groceries, etc. $48,700 $48,700 4,870,000 100.00% $57,038 $1,757 $1,757 Note 1 � 3
Benz Investment Ltd. Republic of China General investing 427,988 427,988 42,798,841 99.99% 957,533 19,877 19,877 Note 1 � 3
Custom Investment Ltd. Republic of China General investing 734,989 654,989 73,498,924 99.99% 1,156,903 13,810 13,810 Note 1 � 3
Ambassador Investment Ltd. Republic of China General investing 480,989 480,989 48,098,939 99.99% 803,840 14,887 14,887 Note 1 � 3
Qun Xin Properties Co., Ltd. Republic of China Hotels and motels 90,000 90,000 9,000,000 25.71% 58,953 (181,221) (47,793) Note 1
Cheng Der Investment Corp. Republic of China General investing 84,168 84,168 8,416,775 27.06% 130,987 6,890 2,176 Note 1
Yu Der Investment Corp. Republic of China General investing 121,270 121,270 12,127,000 22.50% 123,841 10,281 2,313 Note 1
Yeangder Safety Management Consulting Co., Ltd. Republic of China Investment consultancy 1,000 1,000 100,000 10.00% 885 (1,041) (104) Note 1
Ambassador Bakery Corp. Ltd. Republic of China Bakery food manufacturing 6,000 6,000 600,000 60.00% 7,060 1,618 971 Note 2 � 3
Ambassador Real Estate Development Co. Republic of China Real estate development and leasing 5,000 - 500,000 100.00% 5,300 300 300 Note 2 � 3
Custom Investment Ltd. Ambassador Property Management Co., Ltd. Republic of China Residence and buildings cleaning service 10,000 10,000 1,000,000 100.00% 18,038 294 294 Note 1 � 3
Custom Human Resources Management Ltd. Republic of China Manpower services and consultancy 1,000 1,000 100,000 100.00% 17,585 (57) (57) Note 2 � 3
De Hong Investment Corp. Republic of China General investing 250,000 210,000 25,000,000 17.36% 352,002 22,055 3,799 Note 1
Yu Hong Investment Corp. Republic of China General investing 310,000 270,000 31,000,000 17.51% 383,617 21,133 3,713 Note 1
Cheng Der Investment Corp. Republic of China General investing 14,000 14,000 1,400,000 4.50% 21,783 6,890 362 Note 1
Ambassador Investment Ltd. Yu Hong Investment Corp. Republic of China General investing 150,000 150,000 15,000,000 8.47% 185,564 21,133 1,783 Note 1
De Hong Investment Corp. Republic of China General investing 105,000 105,000 10,500,000 7.29% 147,817 22,055 1,621 Note 1
Cheng Der Investment Corp. Republic of China General investing 6,000 6,000 600,000 1.93% 9,342 6,890 155 Note 1
Yu Der Investment Corp. Republic of China General investing 7,000 7,000 700,000 1.30% 7,155 10,281 135 Note 1
Benz Investment Ltd. Yu Der Investment Corp. Republic of China General investing 73,000 73,000 7,300,000 13.54% 74,524 10,281 1,391 Note 1
De Hong Investment Corp. Republic of China General investing 95,000 95,000 9,500,000 6.60% 133,826 22,055 1,468 Note 1
Yu Hong Investment Corp. Republic of China General investing 80,000 80,000 8,000,000 4.52% 99,026 21,133 951 Note 1
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Note 1: Recognized in financial statements audited by the auditors.
Note 2: Recognized in financial statements had not been audited by the auditors.
Note 3: The amount was writed-off in the consolidated financial statements
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 6: Information on major shareholders
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Shares
Number of Shares Percentage of Ownership
Name of Major Shareholder
Shihlin Electric& Engineering Corporation 66,918,617 18.23%
HCT Logistics Co., Ltd. 28,157,000 7.67%
Xin He Investment Corp. 23,704,000 6.46%
De Hong Investment Corp. 23,580,000 6.42%
Jine De Sheng Co., Ltd. 20,512,000 5.59%
Yu Hong Investment Corp. 19,684,000 5.36%
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- (1) The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of
ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements
- may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
(2) If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholdings include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
- 195 -
V. The audited standalone financial statements of 2020
Independent Auditors’ Report Translated from Chinese
To The Ambassador Hotel Co., Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of The Ambassador Hotel Co., Ltd. (“the Company”) as of December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements, including the summary of significant accounting policies (together “the parent company only financial statements”).
In our opinion, based on our audits and the reports of other auditors (please refer to the Other Matter – Making Reference to the Audits of Component Auditors section of our report), the parent company only financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and cash flows for the years ended December 31, 2020 and 2019, in conformity with the requirements of the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (the “Norm”), and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- 196 -
Revenue Recognition
Net sales recognized by the Company amounted to NT$ 1,991,144 thousand for the year ended December 31, 2020. As revenue included room revenue and food and beverage sales with large number of transactions, the appropriateness of timing of revenue recognition is material for the parent company only financial statements. Therefore, we considered this is a key audit matter. Our audit procedures included (but not limited to), assessing the appropriateness of the accounting policy of revenue recognition, performing walkthrough of room revenue and food and beverage sales to understand the internal control of sales process and the effectiveness of the design of internal controls, testing operating effectiveness of internal controls related to the timing of revenue recognition, selecting samples to perform cut-off testing and inspecting billing statements and invoices to verify proper cut-off of revenue. In addition, we evaluated the adequacy of disclosures of operating revenues. Please refer to Notes 4 and 6 to the parent company only financial statements.
Net defined benefit liabilities
The Company is labor-intensive industry. Employees are high in seniority and most of them chose defined benefits plan. As of December 31, 2020, the Company’s net defined benefit liabilitiesnoncurrent amounted to NT$61,234 thousand, representing 2.93% of total liabilities. The defined benefit costs were recognized as profit or loss amounted to NT$4,628 thousand, representing 146.07% of the income before tax for the year ended December 31, 2020. In addition, the valuation of the defined benefit plan involved making various assumptions. Change in assumptions may be significant for the parent company only financial statements. Therefore, we considered this is a key audit matter. Since the aforementioned amounts were recognized by the Company according to the actuarial report issued by an external actuary, we communicated with the external expert and assessed objectivity. We tested the accuracy and completeness of the underlying data used in the actuarial report, assessed the reasonableness of assumptions or principles and performed sensitivity analysis (including discount rate, turnover rate and expected rate of salary increases). In addition, we evaluated the adequacy of disclosures of net defined benefit liabilities. Please refer to Notes 4, 5 and 6 to the parent company only financial statements.
Other Matter – Making Reference to the Audits of Component Auditors
We did not audit the financial statements of certain associates and joint ventures accounted for under the equity method. Those financial statements were audited by other auditors, whose reports thereon have been furnished to us, and our opinions expressed herein are based solely on the audit reports of the other auditors. These associates and joint ventures under equity method amounted to NT$314,665 thousand and NT$345,882 thousand, representing 2.37% and 2.85% of total assets as of December 31, 2020 and 2019, respectively. The related shares of profits (losses) from the associates and joint ventures under the equity method amounted to NT$(43,408) thousand and NT$19,358 thousand, representing (1,370.05)% and 4.61% of the income before tax for the years ended December 31 2020 and 2019, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$9,400 thousand and NT$26,956 thousand, representing 1.92% and 5.60% of the other comprehensive income for the years ended December 31, 2020 and 2019, respectively.
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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 requirements of 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 ability to continue as a going concern of the Company, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including audit committee, are responsible for overseeing the financial reporting process of the Company.
Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
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.
-
198 -
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
- 199 -
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2020 parent company only financial statements and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
/s/Huang, Chien-Che
/s/Fuh, Wen-Fun
Ernst & Young, Taiwan March 9, 2021
Notice to Readers
The accompanying parent company only financial statements are intended only to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.
Accordingly, the accompanying parent company only financial statements and report of independent accountants are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice. As the financial statements are the responsibility of the management, Ernst & Young cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
- 200 -
ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
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----- Start of picture text -----
Assets December 31, 2020 December 31, 2019
Notes
Contents Amount % Amount %
Current assets
Cash and cash equivalents 4,6 $212,613 1 $323,861 3
Financial assets at fair value through other comprehensive income, current 4,6 2,945,080 22 2,003,904 16
Notes receivable, net 4,6 514 - 14,766 -
Accounts receivable, net 4,6,7 46,671 - 88,344 1
Other receivables 7 1,185 - 3,842 -
Inventories 4,6 78,385 1 103,415 1
Prepayments 7 76,181 1 76,217 1
Other current assets 15,166 - 3,940 -
Total current assets 3,375,795 25 2,618,289 22
Non-current assets
Financial assets at fair value through profit or loss, non-current 4,5,6 676,518 5 589,116 5
Financial assets at fair value through other comprehensive income, non-current 4,6 169,165 1 190,452 1
Financial assets at amortised cost, non-current 4,6,8 15,930 - 15,930 -
Investments accounted for using equity method 4,6 3,302,340 25 3,059,214 25
Property, plant and equipment 4,6,8,9 5,411,508 41 5,422,231 45
Right-of-use assets 4,5,6,8 63,626 1 26,138 -
Investment property, net 4,5,6 72,617 1 72,869 1
Deferred tax assets 4,5,6 127,881 1 103,783 1
Other non-current assets 7 50,930 - 33,655 -
Total non-current assets 9,890,515 75 9,513,388 78
Total assets $13,266,310 100 $12,131,677 100
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The accompanying notes are an integral part of parent company only financial statements.
ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD. PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED)- 201 -
December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
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----- Start of picture text -----
Liabilities and Equity December 31, 2020 December 31, 2019
Notes
Contents Amount % Amount %
Current liabilities
Short-term loans 6,8 $920,000 7 $220,000 2
Contract liabilities, current 4,6 197,838 1 200,431 2
Notes payable 533 - 533 -
Accounts payable 7 117,698 1 153,758 1
Other payables 6 485,603 4 537,483 4
Current tax liabilities 4,6,7 8,549 - - -
Lease liabilities, current 4,5,6 12,879 - 14,773 -
Current portion of long-term liabilities 4,6,8 100,000 1 11,000 -
Other current liabilities 4,6 12,910 - 12,024 -
Total current liabilities 1,856,010 14 1,150,002 9
Non-current liabilities
Long-term loans 4,6,12 20,000 - 120,000 1
Deferred tax liabilities 6,8 89,553 1 72,073 1
Lease liabilities, non-current 4,5,6 50,820 - 11,447 -
Net defined benefit liabilities, non-current 4,5,6 61,234 1 92,835 1
Other non-current liabilities - others 7 14,321 - 15,851 -
Total non-current liabilities 235,928 2 312,206 3
Total liabilities 2,091,938 16 1,462,208 12
Equity attributable to shareholders of the parent
Capital stock 6
Common stock 3,669,234 28 3,669,234 30
Capital surplus 6 2,932,131 22 2,932,076 24
Retained earnings 6
Legal reserve 766,323 6 727,960 6
Special reserve 195,815 1 195,815 2
Unappropriated earnings 1,841,644 14 1,847,874 15
Total retained earnings 2,803,782 21 2,771,649 23
Other components of equity 1,769,225 13 1,296,510 11
Total equity 11,174,372 84 10,669,469 88
Total liabilities and equity $13,266,310 100 $12,131,677 100
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The accompanying notes are an integral part of parent company only financial statements.
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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)
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For the years ended December 31,
Notes 2020 2019
Contents Amount % Amount %
Operating revenues 4,6,7 $1,991,144 100 $2,897,494 100
Operating costs 4,6,7 (1,531,091) (77) (1,781,095) (61)
Gross profit 460,053 23 1,116,399 39
Operating expenses 4,6,7
Sales and marketing expenses (322,357) (16) (437,436) (15)
General and administrative expenses (417,771) (21) (492,603) (17)
Subtotal (740,128) (37) (930,039) (32)
Operating income (loss) (280,075) (14) 186,360 7
Non-operating income and expenses 6
Interest income 870 - 1,133 -
Other income 192,271 10 106,815 4
Other gains and losses 86,707 4 33,534 1
Finance costs (4,798) - (3,456) -
Share of profit or loss of associates and joint ventures accounted 8,193 - 95,725 3
for using equity method
Subtotal 283,243 14 233,751 8
Income before income tax 3,168 - 420,111 15
Income tax expense 4,5,6 (560) - (36,476) (1)
Net income 2,608 - 383,635 14
Other comprehensive income (loss) 4,6
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefits plans 21,209 1 (5,372) -
Unrealized gains or losses from equity instruments investments measured 269,117 14 194,196 7
at fair value through other comprehensive income
Income tax related to items that will not be reclassified subsequently (4,242) - 1,074 -
Items that may be reclassified subsequently to profit or loss
Share of other comprehensive income (loss) of associates and joint ventures 203,598 10 291,537 10
which may be reclassified subsequently to profit or loss
Total other comprehensive income (loss), net of income tax 489,682 25 481,435 17
Total comprehensive income (loss) $492,290 25 $865,070 31
Earnings per share 4,6
Basic earnings per share (NT$)
Net Income $0.01 $1.05
Diluted earnings per share (NT$)
Net Income $0.01 $1.04
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The accompanying notes are an integral part of parent company only financial statements.
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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
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Equity Attributable to Shareholders of the Parent
Retained Earnings Other Components of
Unrealized Gains or
Losses on Financial
Contents
Common Stock Capital Surplus Unappropriated Assets Measured at Total
Legal Reserve Special Reserve
Earnings Fair Value through
Other Comprehensive
Income
Balance as of January 1, 2019 $3,669,234 $2,928,326 $687,526 $195,815 $1,659,621 $810,777 $9,951,299
Effects of retrospective application and retrospective restatement - - - - (365) - (365)
Adjusted balance as of January 1, 2019 3,669,234 2,928,326 687,526 195,815 1,659,256 810,777 9,950,934
Appropriation and distribution of 2018 retained earnings
Legal reserve - - 40,434 - (40,434) - -
Cash dividends - - - - (146,769) - (146,769)
Other changes in capital surplus:
Share of changes in net assets of associates and joint ventures accounted for - 3,750 - - (3,516) - 234
using equity method
Net income for the year ended December 31, 2019 - - - - 383,635 - 383,635
Other comprehensive income (loss) for the year ended December 31, 2019 - - - - (4,298) 485,733 481,435
Total comprehensive income (loss) - - - - 379,337 485,733 865,070
Balance as of December 31, 2019 $3,669,234 $2,932,076 $727,960 $195,815 $1,847,874 $1,296,510 $10,669,469
Balance as of January 1, 2020 $3,669,234 $2,932,076 $727,960 $195,815 $1,847,874 $1,296,510 $10,669,469
Appropriation and distribution of 2019 retained earnings
Legal reserve - - 38,363 - (38,363) - -
Other changes in capital surplus:
Share of changes in net assets of associates and joint ventures accounted for - 55 - - 12,558 - 12,613
using equity method
Net income for the year ended December 31, 2020 - - - - 2,608 - 2,608
Other comprehensive income (loss) for the year ended December 31, 2020 - - - - 16,967 472,715 489,682
Total comprehensive income (loss) - - - - 19,575 472,715 492,290
Balance as of December 31, 2020 $3,669,234 $2,932,131 $766,323 $195,815 $1,841,644 $1,769,225 $11,174,372
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The accompanying notes are an integral part of parent company only financial statements.
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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
For the years ended December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
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For the year ended December 31,
Contents 2020 2019
Amount Amount
Cash flows from operating activities:
Net income before income tax $3,168 $420,111
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense 263,979 260,211
Expected credit impairment losses (gains) (168) (257)
Net gain from financial assets or liabilities at fair value through profit or loss (87,402) (59,894)
Interest expense 4,798 3,456
Interest income (870) (1,133)
Dividend income (76,350) (72,080)
Share of loss (porfit) of associates and joint ventures accounted for using equity method (8,193) (95,725)
Loss (gain) on disposal of property, plant and equipment 619 30,772
Expenses transferred from property, plant and equipment (388) 320
Loss (gain) on disposal of investments - (3,183)
Changes in operating assets and liabilities:
Decrease (increase) in notes receivable 14,293 2,507
Decrease (increase) in accounts receivable 41,800 27,560
Decrease (increase) in other receivables (96) (2,575)
Decrease (increase) in inventories 25,030 (2,118)
Decrease (increase) in prepayments (111) (6,556)
Decrease (increase) in other current assets (11,226) (394)
Increase (decrease) in contract liabilities (2,593) (18,457)
Increase (decrease) in accounts payables (36,060) 18,706
Increase (decrease) in other payables (52,069) 80,793
Increase (decrease) in other current liabilities 886 (8,495)
Increase (decrease) in net defined benefit liabilities (10,392) (23,636)
Cash generated from operations 68,655 549,933
Interest received 879 1,154
Income taxes paid (127) (99,167)
Net cash provided by operating activities 69,407 451,920
Cash flows from investing activities:
Refund received of capital reduction that financial assets at fair value through other comprehensive income 3,341 -
Acquisition of financial assets at fair value through other comprehensive income (654,115) -
Proceeds from disposal of financial assets at fair value through other comprehensive income 2 -
Acquisition of investments accounted for using equity method (85,000) (80,000)
Proceeds from disposal of investments accounted for using equity method - 39,880
Acquisition of property, plant and equipment (236,326) (339,684)
Proceeds from disposal of property, plant and equipment 98 1,908
Decrease (increase) in other non-current assets (17,276) 381
Dividends received 142,629 75,780
Net cash used in investing activities (846,647) (301,735)
Cash flows from financing activities:
Increase (decrease) in short-term loans 700,000 120,000
Repayments of long-term loans (11,000) (112,000)
Cash payments for the principal portion of the lease liability (17,095) (18,968)
Increase (decrease) in other non-current liabilities - others (1,530) (1,110)
Dividend paid - (146,769)
Interest paid (including capitalisation of interest) (4,383) (3,168)
Net cash provided by (used in) financing activities 665,992 (162,015)
Net increase (decrease) in cash and cash equivalents (111,248) (11,830)
Cash and cash equivalents at the beginning of year 323,861 335,691
Cash and cash equivalents at the end of year $212,613 $323,861
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The accompanying notes are an integral part of parent company only financial statements.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
For the years ended December 31, 2020 and 2019
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
1. History and organization
The Ambassador Hotel Co., Ltd. (“the Company”) was incorporated in November 1962 under the Company Act of the Republic of China (“R.O.C.”) and commenced operations in December 1964. The Ambassador Hotel Kaohsiung and The Ambassador Hotel Hsinchu was established and commenced operations in December 1981 and May 2001, respectively. The main activities of the Company are international tourist hotels and attached restaurants, café, lounge bars and clubs. The Company’s common shares were publicly listed on the Taiwan Stock Exchange (TWSE) in November 1982. The Company’s registered office and the main business location is at No. 63, Section 2, Zhongshan North Road, Taipei, Republic of China (R.O.C.).
2. Date and procedures of authorization of financial statements for issue
The parent company only financial statements of the Company for the years ended December 31, 2020 and 2019 were authorized for issue by the Board of Directors on March 9, 2021.
3. Newly issued or revised standards and interpretations
- (1) Changes in accounting policies resulting from applying for the first time certain standards and amendments
The Company applied for the first time International Financial Reporting Standards, International Accounting Standards, and Interpretations issued, revised or amended which are recognized by Financial Supervisory Commission (“FSC”) and become effective for annual periods beginning on or after January 1, 2020. The adoption of these new standards and amendments had no material impact on the Company.
- (2) Standards or interpretations issued, revised or amended, by International Accounting Standards Board (“IASB”) which are endorsed by FSC, but not yet adopted by the Company as at the end of the reporting period are listed below.
| Items | New, Revised or Amended Standards and Interpretations | Effective Date issued byIASB |
|---|---|---|
| a | Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS 16) |
January 1, 2021 |
- 206 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (a) Interest Rate Benchmark Reform - Phase 2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16)
The final phase amendments mainly relate to the effects of the interest rate benchmark reform on the companies’ financial statements:
-
A. A company will not have to derecognise or adjust the carrying amount of financial instruments for changes to contractual cash flows as required by the reform, but will instead update the effective interest rate to reflect the change to the alternative benchmark rate;
-
B. A company will not have to discontinue its hedge accounting solely because it makes changes required by the reform, if the hedge meets other hedge accounting criteria; and
-
C. A company will be required to disclose information about new risks arising from the reform and how it manages the transition to alternative benchmark rates.
The abovementioned amendments that are applicable for annual periods beginning on or after January 1, 2021 have no material impact on the Company.
- (3) Standards or interpretations issued, revised or amended, by IASB which are not endorsed by FSC, and not yet adopted by the Company as at the end of the reporting period are listed below.
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Items New, Revised or Amended Standards and Interpretations Effective Date
issued by IASB
a IFRS 10 “Consolidated Financial Statements” and IAS 28 To be determined
“Investments in Associates and Joint Ventures” – Sale or by IASB
Contribution of Assets between an Investor and its Associate
or Joint Ventures
b IFRS 17 “Insurance Contracts” January 1, 2023
c Classification of Liabilities as Current or Non-current – January 1, 2023
Amendments to IAS 1
d Narrow-scope amendments of IFRS, including Amendments January 1, 2022
to IFRS 3, Amendments to IAS 16, Amendments to IAS 37
and the Annual Improvements
e Disclosure Initiative – Accounting Policies – Amendments to January 1, 2023
IAS 1
f Definition of Accounting Estimates – Amendments to IAS 8 January 1, 2023
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (a) IFRS 10“Consolidated Financial Statements” and IAS 28“Investments in Associates and Joint Ventures” – Sale or Contribution of Assets between an Investor and its Associate or Joint Ventures
The amendments address the inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures , in dealing with the loss of control of a subsidiary that is contributed to an associate or a joint venture. IAS 28 restricts gains and losses arising from contributions of non-monetary assets to an associate or a joint venture to the extent of the interest attributable to the other equity holders in the associate or joint ventures. IFRS 10 requires full profit or loss recognition on the loss of control of the subsidiary. IAS 28 was amended so that the gain or loss resulting from the sale or contribution of assets that constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized in full.
IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors’ interests in the associate or joint venture.
- (b) IFRS 17 “Insurance Contracts”
IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects (including recognition, measurement, presentation and disclosure requirements). The core of IFRS 17 is the General (building block) Model, under this model, on initial recognition, an entity shall measure a group of insurance contracts at the total of the fulfilment cash flows and the contractual service margin. The fulfilment cash flows comprise of the following:
-
A. estimates of future cash flows;
-
B. Discount rate: an adjustment to reflect the time value of money and the financial risks related to the future cash flows, to the extent that the financial risks are not included in the estimates of the future cash flows; and
-
C. a risk adjustment for non-financial risk.
The carrying amount of a group of insurance contracts at the end of each reporting period shall be the sum of the liability for remaining coverage and the liability for incurred claims. Other than the General Model, the standard also provides a specific adaptation for contracts with direct participation features (the Variable Fee Approach) and a simplified approach (Premium Allocation Approach) mainly for short-duration contracts.
- 208 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
IFRS 17 was issued in May 2017 and it was amended in June 2020. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after January 1, 2023 (from the original effective date of January 1, 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim Standard – IFRS 4 Insurance Contracts – from annual reporting periods beginning on or after January 1, 2023.
- (c) Classification of Liabilities as Current or Non-current – Amendments to IAS 1
These are the amendments to paragraphs 69-76 of IAS 1 Presentation of Financial statements and the amended paragraphs related to the classification of liabilities as current or non-current.
-
(d) Narrow-scope amendments of IFRS, including Amendments to IFRS 3, Amendments to IAS 16, Amendments to IAS 37 and the Annual Improvements
-
A. Updating a Reference to the Conceptual Framework (Amendments to IFRS 3) The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential “day 2” gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework.
-
B. Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16)
The amendments prohibit a company from deducting from the cost of property, plant and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognise such sales proceeds and related cost in profit or loss.
-
C. Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37) The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.
-
209 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- D. Annual Improvements to IFRS Standards 2018 - 2020
Amendment to IFRS 1
The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences.
Amendment to IFRS 9 Financial Instruments
The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability.
Amendment to Illustrative Examples Accompanying IFRS 16 Leases
The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee’s leasehold improvements.
Amendment to IAS 41
The amendment removes a requirement to exclude cash flows from taxation when measuring fair value thereby aligning the fair value measurement requirements in IAS 41 with those in other IFRS Standards.
- (e) Disclosure Initiative – Accounting Policies – Amendments to IAS 1
The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.
- (f) Definition of Accounting Estimates – Amendments to IAS 8
The amendments introduce the definition of accounting estimates and included other amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors to help companies distinguish changes in accounting estimates from changes in accounting policies.
The abovementioned standards and interpretations issued by IASB have not yet endorsed by FSC at the date when the Company’s financial statements were authorized for issue, the local effective dates are to be determined by FSC. The new or amended standards and interpretations have no material impact on the Company.
- 210 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
4. Summary of significant accounting policies
- (1) Statement of compliance
The parent company only financial statements of the Company for the years ended December 31, 2020 and 2019 have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (“the Regulations”).
(2) Basis of preparation
The Company prepared parent company only financial statements in accordance with Article 21 of the Regulations, which provided that the profit or loss and other comprehensive income for the period presented in the parent company only financial statements shall be the same as the profit or loss and other comprehensive income attributable to stockholders of the parent presented in the consolidated financial statements for the period, and the total equity presented in the parent company only financial statements shall be the same as theequity attributable to the parent company presented in the consolidated financial statements. Therefore, the Company accounted for its investments in subsidiaries using equity method and, accordingly, made necessary adjustments.
The parent company only financial statements have been prepared on a historical cost basis, except for financial instruments that have been measured at fair value. The parent company only financial statements are expressed in thousands of New Taiwan Dollars (“NT$”) unless otherwise stated.
- (3) Foreign currency transactions
The Company’s parent company only financial statements are presented in NT$, which is also the Company’s functional currency.
Transactions in foreign currencies are initially recorded by the Company at functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
- 211 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
-
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
-
(b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
(c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (4) Current and non-current distinction
An asset is classified as current when:
-
(a) The Company expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
-
(b) The Company holds the asset primarily for the purpose of trading
-
(c) The Company expects to realize the asset within twelve months after the reporting period (d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when:
-
(a) The Company expects to settle the liability in its normal operating cycle
-
(b) The Company holds the liability primarily for the purpose of trading
-
(c) The liability is due to be settled within twelve months after the reporting period
-
(d) The Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
All other liabilities are classified as non-current.
- 212 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (5) Cash and cash equivalents
Cash and cash equivalents comprises cash on hand, demand deposits and short-term, highly liquid time deposits (including ones that have maturity within 12 months) or investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (6) Financial instruments
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument.
Financial assets and financial liabilities within the scope of IFRS 9 Financial Instruments are recognized initially at fair value plus or minus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs.
- (a) Financial instruments: Recognition and Measurement
The Company accounts for regular way purchase or sales of financial assets on the trade date.
The Company classified financial assets as subsequently measured at amortized cost, fair value through other comprehensive income or fair value through profit or loss considering both factors below:
-
A. the Company’s business model for managing the financial assets and
-
B. the contractual cash flow characteristics of the financial asset.
Financial assets measured at amortized cost
A financial asset is measured at amortized cost if both of the following conditions are met and presented as note receivables, trade receivables, financial assets measured at amortized cost and other receivables etc., on balance sheet as at the reporting date:
-
A. the financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
-
213 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Such financial assets are subsequently measured at amortized cost (the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the maturity amount and adjusted for any loss allowance) and is not part of a hedging relationship. A gain or loss is recognized in profit or loss when the financial asset is derecognized, through the amortization process or in order to recognize the impairment gains or losses.
Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
A. purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
B. financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Financial asset measured at fair value through other comprehensive income
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
-
A. the financial asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and
-
B. the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Recognition of gain or loss on a financial asset measured at fair value through other comprehensive income are described as below:
-
A. A gain or loss on a financial asset measured at fair value through other comprehensive income recognized in other comprehensive income, except for impairment gains or losses and foreign exchange gains and losses, until the financial asset is derecognized or reclassified.
-
214 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
B. When the financial asset is derecognized the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment.
-
C. Interest revenue is calculated by using the effective interest method. This is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for:
-
i. Purchased or originated credit-impaired financial assets. For those financial assets, the Company applies the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition.
-
ii. Financial assets that are not purchased or originated credit-impaired financial assets but subsequently have become credit-impaired financial assets. For those financial assets, the Company applies the effective interest rate to the amortized cost of the financial asset in subsequent reporting periods.
Besides, for certain equity investments within the scope of IFRS 9 that is neither held for trading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies, the Company made an irrevocable election to present the changes of the fair value in other comprehensive income at initial recognition. Amounts presented in other comprehensive income shall not be subsequently transferred to profit or loss (when disposal of such equity instrument, its cumulated amount included in other components of equity is transferred directly to the retained earnings) and these investments should be presented as financial assets measured at fair value through other comprehensive income on the balance sheet. Dividends on such investment are recognized in profit or loss unless the dividends clearly represents a recovery of part of the cost of investment.
Financial asset measured at fair value through profit or loss
Financial assets were classified as measured at amortized cost or measured at fair value through other comprehensive income based on aforementioned criteria. All other financial assets were measured at fair value through profit or loss and presented on the balance sheet as financial assets measured at fair value through profit or loss.
Such financial assets are measured at fair value, the gains or losses resulting from remeasurement is recognized in profit or loss which includes any dividend or interest received on such financial assets.
- 215 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (b) Impairment of financial assets
The Company recognizes a loss allowance for expected credit losses on debt instrument investments measured at fair value through other comprehensive income and financial asset measured at amortized cost. The loss allowance on debt instrument investments measured at fair value through other comprehensive income is recognized in other comprehensive income and not reduce the carrying amount in the balance sheet.
The Company measures expected credit losses of a financial instrument in a way that reflects:
-
A. an unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
-
B. the time value of money; and
-
C. reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.
The loss allowance is measures as follow:
-
A. At an amount equal to 12-month expected credit losses: the credit risk on a financial asset has not increased significantly since initial recognition or the financial asset is determined to have low credit risk at the reporting date. In addition, the Company measures the loss allowance at an amount equal to lifetime expected credit losses in the previous reporting period, but determines at the current reporting date that the credit risk on a financial asset has increased significantly since initial recognition is no longer met.
-
B. At an amount equal to the lifetime expected credit losses: the credit risk on a financial asset has increased significantly since initial recognition or financial asset that is purchased or originated credit-impaired financial asset.
-
C. For trade receivables or contract assets arising from transactions within the scope of IFRS 15, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
-
D. For lease receivables arising from transactions within the scope of IFRS 16, the Company measures the loss allowance at an amount equal to lifetime expected credit losses.
At each reporting date, the Company needs to assess whether the credit risk on a financial asset has increased significantly since initial recognition by comparing the risk of a default occurring at the reporting date and the risk of default occurring at initial recognition. Please refer to Note 12 for further details on credit risk.
- 216 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (c) Derecognition of financial assets
A financial asset is derecognized when:
-
A. The rights to receive cash flows from the asset have expired
-
B. The Company has transferred the asset and substantially all the risks and rewards of the asset have been transferred
-
C. The Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
On derecognition of a financial asset in its entirety, the difference between the carrying amount and the consideration received or receivable including any cumulative gain or loss that had been recognized in other comprehensive income, is recognized in profit or loss.
- (d) Financial liabilities and equity
Classification between liabilities or equity
The Company classifies the instrument issued as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. The transaction costs of an equity transaction are accounted for as a deduction from equity (net of any related income tax benefit) to the extent they are incremental costs directly attributable to the equity transaction that otherwise would have been avoided.
Financial liabilities
Financial liabilities within the scope of IFRS 9 Financial Instruments are classified as financial liabilities at fair value through profit or loss or financial liabilities measured at amortized cost upon initial recognition.
- 217 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated as at fair value through profit or loss. A financial liability is classified as held for trading if:
-
A. it is acquired or incurred principally for the purpose of selling or repurchasing it in the near term;
-
B. on initial recognition it is part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or
-
C. it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).
If a contract contains one or more embedded derivatives, the entire hybrid (combined) contract may be designated as a financial liability at fair value through profit or loss; or a financial liability may be designated as at fair value through profit or loss when doing so results in more relevant information, because either:
-
A. it eliminates or significantly reduces a measurement or recognition inconsistency; or
-
B. a group of financial liabilities or financial assets and financial liabilities is managed and its performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy, and information about the Company is provided internally on that basis to the key management personnel.
Gains or losses on the subsequent measurement of liabilities at fair value through profit or loss including interest paid are recognized in profit or loss.
Financial liabilities at amortized cost
Financial liabilities measured at amortized cost include interest bearing loans and borrowings that are subsequently measured using the effective interest rate method after initial recognition. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate method amortization process.
Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or transaction costs.
- 218 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified (whether or not attributable to the financial difficulty of the debtor), such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognized in profit or loss.
- (e) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance sheet if, and only if, there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, or to realize the assets and settle the liabilities simultaneously.
- (7) Fair value measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
-
(a) In the principal market for the asset or liability, or
-
(b) In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible to by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
- 219 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
- (8) Inventories
Inventory costs include costs incurred in bringing each inventory to its present location and condition. Inventories are accounted for on a perpetual basis and stated at actual purchase costs, using weighted average method.
Inventories are valued at lower of cost and net realizable value item by item. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale.
- (9) Investments accounted for using the equity method
The Company accounted for its investments in subsidiaries using equity method and made necessary adjustments in accordance with Article 21 of the Regulations. Such adjustments were made after the Company considered the different accounting treatments to account for its investments in subsidiaries in the consolidated financial statements under IFRS 10 “Consolidated Financial Statements” and the different IFRSs adopted from different reporting entity’s perspectives, and the Company recorded such adjustments by crediting or debiting to investments accounted for under the equity method, share of profit or loss of subsidiaries, associates and joint ventures and share of other comprehensive income of subsidiaries, associates and joint ventures.
The Company’s investment in its associate is accounted for using the equity method other than those that meet the criteria to be classified as held for sale. An associate is an entity over which the Company has significant influence.
Under the equity method, the investment in the associate is carried in the balance sheet at cost and adjusted thereafter for the post-acquisition change in the Company’s share of net assets of the associate. After the interest in the associate is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. Unrealized gains and losses resulting from transactions between the Company and the associate are eliminated to the extent of the Company’s related interest in the associate.
- 220 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
When changes in the net assets of an associate occur and not those that are recognized in profit or loss or other comprehensive income and do not affects the Company’s percentage of ownership interests in the associate, the Company recognizes such changes in equity based on its percentage of ownership interests. The resulting capital surplus recognized will be reclassified to profit or loss at the time of disposing the associate on a prorata basis.
When the associate issues new stock, and the Company’s interest in an associate is reduced or increased as the Company fails to acquire shares newly issued in the associate proportionately to its original ownership interest, the increase or decrease in the interest in the associate is recognized in Additional Paid in Capital and Investment accounted for using the equity method. When the interest in the associate is reduced, the cumulative amounts previously recognized in other comprehensive income are reclassified to profit or loss or other appropriate items. The aforementioned capital surplus recognized is reclassified to profit or loss on a pro rata basis when the Company disposes the associate.
The financial statements of the associate are prepared for the same reporting period as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Company.
The Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired in accordance with IAS 28 Investments in Associates and Joint Ventures . If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the ‘share of profit or loss of an associate’ in the statement of comprehensive income in accordance with IAS 36 Impairment of Assets . In determining the value in use of the investment, the Company estimates:
-
(a) Its share of the present value of the estimated future cash flows expected to be generated by the associate, including the cash flows from the operations of the associate and the proceeds on the ultimate disposal of the investment; or
-
(b) The present value of the estimated future cash flows expected to arise from dividends to be received from the investment and from its ultimate disposal.
Because goodwill that forms part of the carrying amount of an investment in an associate is not separately recognized, it is not tested for impairment separately by applying the requirements for impairment testing goodwill in IAS 36 Impairment of Assets .
- 221 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Upon loss of significant influence over the associate, the Company measures and recognizes any retaining investment at its fair value. Any difference between the carrying amount of the associate upon loss of significant influence and the fair value of the retaining investment and proceeds from disposal is recognized in profit or loss.
(10) Property, plant and equipment
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of dismantling and removing the item and restoring the site on which it is located and borrowing costs for construction in progress if the recognition criteria are met. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. When significant parts of property, plant and equipment are required to be replaced in intervals, the Company recognized such parts as individual assets with specific useful lives and depreciation, respectively. The carrying amount of those parts that are replaced is derecognized in accordance with the derecognition provisions of IAS 16 Property, plant and equipment . When a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
| Machinery and equipment | 3�40 years |
|---|---|
| Transportation equipment | 3�10 years |
| Other equipment | 1�51 years |
“Significant components” of buildings primarily comprised the main buildings and mechanical parking equipments, which are depreciated based on their respective useful economic life of 50 to 56 years and 16 years, respectively.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is recognized in profit or loss.
The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year end and adjusted prospectively, if appropriate.
- 222 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(11) Investment property
The Company’s owned investment properties are measured initially at cost, including transaction costs. The carrying amount includes the cost of replacing part of an existing investment property at the time that cost is incurred if the recognition criteria are met and excludes the costs of day-to-day servicing of an investment property. Subsequent to initial recognition, other than those that meet the criteria to be classified as held for sale (or are included in a disposal group that is classified as held for sale) in accordance with IFRS 5 Noncurrent Assets Held for Sale and Discontinued Operations , investment properties are measured using the cost model in accordance with the requirements of IAS 16 Property, plant and equipment for that model. If investment properties are held by a lessee as right-of-use assets and is not held for sale in accordance with IFRS 5, investment properties are measured in accordance with the requirements of IFRS 16.
Depreciation is calculated on a straight-line basis over the estimated economic lives of the following assets:
Buildings 51 years
Investment properties are derecognized when either they have been disposed of or when the investment property is permanently withdrawn from use and no future economic benefit is expected from its disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognized in profit or loss in the period of derecognition.
The Company transfers properties to or from investment properties according to the actual use of the properties.
The Company transfers to or from investment properties when there is a change in use for these assets. Properties are transferred to or from investment properties when the properties meet, or cease to meet, the definition of investment property and there is evidence of the change in use.
(12) Leases
The Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset for a period of time, the Company assesses whether, throughout the period of use, has both of the following:
-
(a) the right to obtain substantially all of the economic benefits from use of the identified asset; and
-
(b) the right to direct the use of the identified asset.
-
223 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Company elected not to reassess whether a contract is, or contains, a lease on January 1, 2019. The Company is permitted to apply IFRS 16 to contracts that were previously identified as leases applying IAS 17 and IFRIC 4 but not to apply IFRS 16 to contracts that were not previously identified as containing a lease applying IAS 17 and IFRIC 4.
For a contract that is, or contains, a lease, the Company accounts for each lease component within the contract as a lease separately from non-lease components of the contract. For a contract that contains a lease component and one or more additional lease or non-lease components, the Company allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate standalone price of the non-lease components. The relative stand-alone price of lease and non-lease components shall be determined on the basis of the price the lessor, or a similar supplier, would charge the Company for that component, or a similar component, separately. If an observable stand-alone price is not readily available, the Company estimates the stand-alone price, maximising the use of observable information.
Company as a lessee
Except for leases that meet and elect short-term leases or leases of low-value assets, the Company recognizes right-of-use asset and lease liability for all leases which the Company is the lessee of those lease contracts.
At the commencement date, the Company measures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses its incremental borrowing rate. At the commencement date, the lease payments included in the measurement of the lease liability comprise the following payments for the right to use the underlying asset during the lease term that are not paid at the commencement date:
-
(a) fixed payments (including in-substance fixed payments), less any lease incentives receivable;
-
(b) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
(c) amounts expected to be payable by the lessee under residual value guarantees;
-
(d) the exercise price of a purchase option if the Company is reasonably certain to exercise that option; and
-
(e) payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease.
-
224 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
After the commencement date, the Company measures the lease liability on an amortised cost basis, which increases the carrying amount to reflect interest on the lease liability by using an effective interest method; and reduces the carrying amount to reflect the lease payments made.
At the commencement date, the Company measures the right-of-use asset at cost. The cost of the right-of-use asset comprises:
-
(a) the amount of the initial measurement of the lease liability;
-
(b) any lease payments made at or before the commencement date, less any lease incentives received;
-
(c) any initial direct costs incurred by the lessee; and
-
(d) an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
For subsequent measurement of the right-of-use asset, the Company measures the right-ofuse asset at cost less any accumulated depreciation and any accumulated impairment losses. That is, the Company measures the right-of-use applying a cost model.
If the lease transfers ownership of the underlying asset to the Company by the end of the lease term or if the cost of the right-of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the rightof-use asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.
The Company applies IAS 36 “Impairment of Assets” to determine whether the right-of-use asset is impaired and to account for any impairment loss identified.
Except for those leases that the Company accounted for as short-term leases or leases of lowvalue assets, the Company presents right-of-use assets and lease liabilities in the balance sheet and separately presents lease-related interest expense and depreciation charge in the statements comprehensive income.
For short-term leases or leases of low-value assets, the Company elects to recognize the lease payments associated with those leases as an expense on either a straight-line basis over the lease term or another systematic basis.
- 225 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Company as a lessor
At inception of a contract, the Company classifies each of its leases as either an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to ownership of an underlying asset. At the commencement date, the Company recognizes assets held under a finance lease in its balance sheet and present them as a receivable at an amount equal to the net investment in the lease.
For a contract that contains lease components and non-lease components, the Company allocates the consideration in the contract applying IFRS 15.
The Company recognizes lease payments from operating leases as rental income on either a straight-line basis or another systematic basis. Variable lease payments for operating leases that do not depend on an index or a rate are recognized as rental income when incurred.
(13) Impairment of non-financial assets
The Company assesses at the end of each reporting period whether there is any indication that an asset in the scope of IAS 36 Impairment of Assets may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cashgenerating unit’s (“CGU”) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognized impairment losses may no longer exist or may have decreased. If such indication exists, the Company estimates the asset’s or cashgenerating unit’s recoverable amount. A previously recognized impairment loss is reversed only if there has been an increase in the estimated service potential of an asset which in turn increases the recoverable amount. However, the reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognized for the asset in prior years.
An impairment loss of continuing operations or a reversal of such impairment loss is recognized in profit or loss.
- 226 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (14) Revenue recognition
Operating revenue
The Company provides accommodations and foodservice related products, and the sales revenue is recognized when services are rendered or products are delivered to customers.
-
(a) Food and beverage sales are recognized when products are delivered to customers; meawhile, collecting the priceform customers.
-
(b) Room revenue is recognized when services are rendered to customers during the financial reporting periods. Customers pay the bills based on the agreed payment schedule.
Dividends
Revenue is recognized when the Company’s right to receive the dividends.
(15) Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the respective assets. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
(16) Post-employment benefits
All regular employees of the Company are entitled to a pension plan that is managed by an independently administered pension fund committee. Fund assets are deposited under the committee’s name in the specific bank account and hence, not associated with the Company. Therefore, fund assets are not included in the Company’s parent company only financial statements.
For the defined contribution plan, the Company will make a monthly contribution of no less than 6% of the monthly wages of the employees subject to the plan. The Company recognizes expenses for the defined contribution plan in the period in which the contribution becomes due.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Post-employment benefit plan that is classified as a defined benefit plan uses the Projected Unit Credit Method to measure its obligations and costs based on actuarial assumptions. Remeasurements, comprising of the effect of the actuarial gains and losses, the effect of the asset ceiling (excluding net interest) and the return on plan assets, excluding net interest, are recognized as other comprehensive income with a corresponding debit or credit to retained earnings in the period in which they occur.
Past service costs are recognized in profit or loss on the earlier of:
-
(a) the date of the plan amendment or curtailment, and
-
(b) the date that the Company recognizes restructuring-related costs
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset, both as determined at the start of the annual reporting period, taking account of any changes in the net defined benefit liability (asset) during the period as a result of contribution and benefit payment.
- (17) Income taxes
Income tax expense (income) is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current income tax relating to items recognized in other comprehensive income or directly in equity is recognized in other comprehensive income or equity and not in profit or loss.
The income tax for undistributed earnings is recognized as income tax expense in the subsequent year when the distribution proposal is approved by the Shareholders’ meeting.
Deferred tax
Deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
- 228 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Deferred tax liabilities are recognized for all taxable temporary differences, except:
-
(a) Where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
-
(b) In respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:
-
(a) Where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
-
(b) In respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint arrangements, deferred tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. The measurement of deferred tax assets and deferred tax liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax relating to items recognized outside profit or loss is recognized outside profit or loss. Deferred tax items are recognized in correlation to the underlying transaction either in other comprehensive income or directly in equity. Deferred tax assets are reassessed at each reporting date and are recognized accordingly.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current income tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
- 229 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
5. Significant accounting judgements, estimates and assumptions
The preparation of the Company’s parent company only financial statements require management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumption and estimate could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods.
(1) Judgement
In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognized in the parent company only financial statements:
(a) Investment properties
Certain properties of the Company comprise a portion that is held to earn rentals or for capital appreciation and another portion that is owner-occupied. If these portions could be sold separately, the Company accounts for the portions separately as investment properties and property, plant and equipment. If the portions could not be sold separately, the property is classified as investment property in its entirety only if the portion that is owner-occupied is under 10% of the total property.
� (b) Operating lease commitment Company as the lessor
The Company has entered into commercial property leases on its investment property portfolio. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, that it retains all the significant risks and rewards of ownership of these properties and accounts for the contracts as operating leases.
(2) Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
- 230 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(a) Fair value of financial instruments
Where the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using valuation techniques including the income approach (for example the discounted cash flows model) or market approach. Changes in assumptions about these factors could affect the reported fair value of the financial instruments. Please refer to Note 12 for more details.
(b) Pension benefits
The cost of post-employment benefit and the present value of the pension obligation under defined benefit pension plans are determined using actuarial valuations. An actuarial valuation involves making various assumptions. These include the determination of the discount rate and changes of the future salary etc. The assumptions used for measuring pension cost and defined benefit obligation are disclosed in Note 6.
(c) Income tax
Uncertainties exist with respect to the interpretation of complex tax regulations and the amount and timing of future taxable income. Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective counties in which it operates. The amount of such provisions is based on various factors, such as experience of previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective company's domicile.
Deferred tax assets are recognized for all carryforward of unused tax losses and unused tax credits and deductible temporary differences to the extent that it is probable that taxable profit will be available or there are sufficient taxable temporary differences against which the unused tax losses, unused tax credits or deductible temporary differences can be utilized. The amount of deferred tax assets determined to be recognized is based upon the likely timing and the level of future taxable profits and taxable temporary differences together with future tax planning strategies. As of December 31, 2020, the Company had no unrecognized deferred tax assets.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
6. Contents of significant accounts
- (1) Cash and cash equivalents
| Cash on hand Petty cash Demand deposits Checking accounts Time deposits Cash equivalents Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $2,661 3,969 42,969 23,395 - 139,619 $212,613 |
$1,113 4,489 43,250 33,380 39,000 202,629 $323,861 |
Cash equivalents comprise highly liquid commercial paper that is readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.
- (2) Financial assets at fair value through profit or loss
| Mandatorily measured at fair value through profit or loss: Beneficiary certificate Current Non-current Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $676,518 | $589,116 | |
| $- 676,518 $676,518 |
$- 589,116 $589,116 |
Financial assets at fair value through profit or loss were not pledged.
- (3) Financial assets at fair value through other comprehensive income
| Equity instrument investments measured at fair value through other comprehensive income: Listed company stocks Unlisted company stocks Current Non-current Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
$2,945,080 169,165 $2,945,080 169,165 $3,114,245 |
$2,003,904 190,452 $2,003,904 190,452 $2,194,356 |
- 232 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Company’s dividend income related to equity instrument investments measured at fair value through other comprehensive income for the years ended December 31, 2020 and 2019 are NT$76,350 thousand and NT$72,080 thousand, respectively. And the dividend income is related to investments held at the end of the reporting period.
Financial assets at fair value through other comprehensive income were not pledged.
- (4) Financial assets measured at amortized cost
| Demand deposits Current Non-current Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $15,930 | $15,930 | |
| $- 15,930 $15,930 |
$- 15,930 $15,930 |
The Company classified certain financial assets as financial assets measured at amortized cost. Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge.
- (5) Notes receivables
| Notes receivables arising from operating activities Less: loss allowance Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $818 (304) $514 |
$15,111 (345) $14,766 |
Notes receivables were not pledged.
(6) Accounts receivable
| Accounts receivable Less: loss allowance Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $48,050 (1,379) $46,671 |
$89,850 (1,506) $88,344 |
- 233 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) Accounts receivables were not pledged.
-
(b) Accounts receivables are generally on 60 to 90 day terms. The total carrying amount of accounts receivables and notes receivables are NT$48,868 thousand and NT$104,961 thousand as of December 31, 2020 and 2019, respectively.
The movement in the provision for impairment of accounts receivables and notes receivables during the years ended December 31, 2020 and 2019 is as follows: (Please refer to Note 12 for more details on credit risk.)
| As of January 1, 2020 Addition/(reversal) for the current period As of December 31, 2020 As of January 1, 2019 Addition/(reversal) for the current period As of December 31, 2019 |
Notes receivables and accountsreceivables |
|---|---|
| $1,851 (168) |
|
| $1,683 | |
| $2,108 (257) $1,851 |
- (c) Accounts receivables are generally on 60 to 90 day terms. The aging analysis of net amount of accounts receivables is as follows:
| Not yet due and not impaired Overdue but not impaired Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $46,671 - $46,671 |
$88,344 - $88,344 |
- (7) Inventories
| Foods Beverages Cigarettes and others Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $40,498 36,341 1,546 $78,385 |
$68,397 32,853 2,165 $103,415 |
-
(a) The cost of inventories recognized in expenses amounts to NT$588,117 thousand and NT$716,956 thousand for the years ended December 31, 2020 and 2019, respectively, and accounted for the cost of catering under operating costs.
-
(b) No inventories were pledged.
-
234 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(8) Investments accounted for using the equity method
-
(a) The following table lists the investments accounted for using the equity method of the Company:
==> picture [390 x 237] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 December 31, 2019
Carrying Percentage of Carrying Percentage of
Investees amount ownership (%) amount ownership (%)
Investments in subsidiaries �
Ambassador Premium Food Co., Ltd. $57,038 100.00 $60,481 100.00
Ambassador Real Estate Development Co. 5,300 100.00 - -
Benz Investment Ltd. 957,533 99.99 884,261 99.99
Custom Investment Ltd. 1,156,903 99.99 1,012,033 99.99
Ambassador Investment Ltd. 803,840 99.99 749,687 99.99
Ambassador Bakery Corp. Ltd. 7,060 60.00 6,870 60.00
Subtotal 2,987,674 2,713,332
Investments in associates �
Yu Der Investment Corp. 123,841 22.50 117,617 22.50
Cheng Der Investment Corp. 130,987 27.06 120,531 27.06
Qun Xin Properties Co., Ltd. 58,953 25.71 106,745 25.71
Yeangder Safety Management Consulting 885 10.00 989 10.00
Co., Ltd.
Subtotal 314,666 345,882
Total $3,302,340 $3,059,214
----- End of picture text -----
-
(b) The Company established Ambassador Real Estate Development Co. with NT$5,000 thousand in June 2020. The holding share percentage maintain 100%. The main actvities are real estate development and leasing.
-
(c) The percentage of ownership of some associates is less than 20%; however, the Company has significant influence by getting directors and holding voting shares of these associates indirectly, and therefore accounts for the investment by using the equity method.
-
(d) The Company accounted for its investments in subsidiaries using equity method and made necessary adjustments in the parent company only financial statements.
-
(e) The Company’s investments in associates are not individually material. The aggregate carrying amount of the Company’s investments in associates is NT$314,666 thousand as of 31 December 2020. The aggregate financial information of the Company’s investments in associates is as follows:
| Profit or loss from continuing operations Other comprehensive income (post-tax) Total comprehensive income |
Forthe years endedDecember31, | Forthe years endedDecember31, |
|---|---|---|
| 2020 | 2019 | |
| $(43,408) 9,400 $(34,008) |
$19,358 26,956 $46,314 |
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(f) The subsidiaries and associates had no contingent liabilities or capital commitments as of December 31, 2020 and 2019. Investments in subsidiaries and associates were not pledged.
-
(9) Property, plant and equipment
| Owner occupied property, plant and equipment Land Buildings Machinery equipment Cost: As of January 1, 2020 $1,566,467 $8,821,089 $462,152 Additions 56,430 1,742 248 Disposals - (1,052) (1,481) Transfers and other changes - 248,749 11,039 As of December 31, 2020 $1,622,897 $9,070,528 $471,958 As of January 1, 2019 $1,566,467 $8,914,372 $459,823 Additions - 1,051 - Disposals - (123,072) (14,172) Transfers and other changes - 28,738 16,501 As of December 31, 2019 $1,566,467 $8,821,089 $462,152 Depreciation and impairment: As of January 1, 2020 $- $5,495,152 $386,208 Depreciation - 189,394 16,912 Disposals - (544) (1,482) Transfers and other changes - - - As of December 31, 2020 $- $5,684,002 $401,638 As of January 1, 2019 $- $5,400,372 $382,677 Depreciation - 187,529 17,703 Disposals - (92,749) (14,172) Transfers and other changes - - - As of December 31, 2019 $- $5,495,152 $386,208 Net carrying amount as of: December 31, 2020 $1,622,897 $3,386,526 $70,320 December 31, 2019 $1,566,467 $3,325,937 $75,944 |
Owner occupied property, plant and equipment Land Buildings Machinery equipment Cost: As of January 1, 2020 $1,566,467 $8,821,089 $462,152 Additions 56,430 1,742 248 Disposals - (1,052) (1,481) Transfers and other changes - 248,749 11,039 As of December 31, 2020 $1,622,897 $9,070,528 $471,958 As of January 1, 2019 $1,566,467 $8,914,372 $459,823 Additions - 1,051 - Disposals - (123,072) (14,172) Transfers and other changes - 28,738 16,501 As of December 31, 2019 $1,566,467 $8,821,089 $462,152 Depreciation and impairment: As of January 1, 2020 $- $5,495,152 $386,208 Depreciation - 189,394 16,912 Disposals - (544) (1,482) Transfers and other changes - - - As of December 31, 2020 $- $5,684,002 $401,638 As of January 1, 2019 $- $5,400,372 $382,677 Depreciation - 187,529 17,703 Disposals - (92,749) (14,172) Transfers and other changes - - - As of December 31, 2019 $- $5,495,152 $386,208 Net carrying amount as of: December 31, 2020 $1,622,897 $3,386,526 $70,320 December 31, 2019 $1,566,467 $3,325,937 $75,944 |
Owner occupied property, plant and equipment Land Buildings Machinery equipment Cost: As of January 1, 2020 $1,566,467 $8,821,089 $462,152 Additions 56,430 1,742 248 Disposals - (1,052) (1,481) Transfers and other changes - 248,749 11,039 As of December 31, 2020 $1,622,897 $9,070,528 $471,958 As of January 1, 2019 $1,566,467 $8,914,372 $459,823 Additions - 1,051 - Disposals - (123,072) (14,172) Transfers and other changes - 28,738 16,501 As of December 31, 2019 $1,566,467 $8,821,089 $462,152 Depreciation and impairment: As of January 1, 2020 $- $5,495,152 $386,208 Depreciation - 189,394 16,912 Disposals - (544) (1,482) Transfers and other changes - - - As of December 31, 2020 $- $5,684,002 $401,638 As of January 1, 2019 $- $5,400,372 $382,677 Depreciation - 187,529 17,703 Disposals - (92,749) (14,172) Transfers and other changes - - - As of December 31, 2019 $- $5,495,152 $386,208 Net carrying amount as of: December 31, 2020 $1,622,897 $3,386,526 $70,320 December 31, 2019 $1,566,467 $3,325,937 $75,944 |
Owner occupied property, plant and equipment Land Buildings Machinery equipment Cost: As of January 1, 2020 $1,566,467 $8,821,089 $462,152 Additions 56,430 1,742 248 Disposals - (1,052) (1,481) Transfers and other changes - 248,749 11,039 As of December 31, 2020 $1,622,897 $9,070,528 $471,958 As of January 1, 2019 $1,566,467 $8,914,372 $459,823 Additions - 1,051 - Disposals - (123,072) (14,172) Transfers and other changes - 28,738 16,501 As of December 31, 2019 $1,566,467 $8,821,089 $462,152 Depreciation and impairment: As of January 1, 2020 $- $5,495,152 $386,208 Depreciation - 189,394 16,912 Disposals - (544) (1,482) Transfers and other changes - - - As of December 31, 2020 $- $5,684,002 $401,638 As of January 1, 2019 $- $5,400,372 $382,677 Depreciation - 187,529 17,703 Disposals - (92,749) (14,172) Transfers and other changes - - - As of December 31, 2019 $- $5,495,152 $386,208 Net carrying amount as of: December 31, 2020 $1,622,897 $3,386,526 $70,320 December 31, 2019 $1,566,467 $3,325,937 $75,944 |
December 31, 2020 December 31, 2019 $5,411,508 $5,422,231 Transportation and communication equipment Other equipment Construction in progress and equipment awaiting examination Total |
December 31, 2020 December 31, 2019 $5,411,508 $5,422,231 Transportation and communication equipment Other equipment Construction in progress and equipment awaiting examination Total |
December 31, 2020 December 31, 2019 $5,411,508 $5,422,231 Transportation and communication equipment Other equipment Construction in progress and equipment awaiting examination Total |
December 31, 2020 December 31, 2019 $5,411,508 $5,422,231 Transportation and communication equipment Other equipment Construction in progress and equipment awaiting examination Total |
|---|---|---|---|---|---|---|---|
| $1,566,467 56,430 - - |
$8,821,089 1,742 (1,052) 248,749 |
$462,152 248 (1,481) 11,039 |
$116,293 - (259) 10,936 |
$679,366 2,463 (8,257) 73,129 |
$328,504 175,443 - (343,465) |
$11,973,871 236,326 (11,049) 388 |
|
| $1,622,897 | $9,070,528 | $471,958 | $126,970 | $746,701 | $160,482 | $12,199,536 | |
| $1,566,467 - - - |
$8,914,372 1,051 (123,072) 28,738 |
$459,823 - (14,172) 16,501 |
$114,749 - (6,721) 8,265 |
$702,233 5,762 (59,479) 30,850 |
$86,569 332,871 - (90,936) |
$11,844,213 339,684 (203,444) (6,582) |
|
| $1,566,467 | $8,821,089 | $462,152 | $116,293 | $679,366 | $328,504 | $11,973,871 | |
$- - - - |
$5,495,152 189,394 (544) - |
$386,208 16,912 (1,482) - |
$99,330 4,700 (259) - |
$570,950 35,714 (8,047) - |
$- - - - |
$6,551,640 246,720 (10,332) - |
|
| $- | $5,684,002 | $401,638 | $103,771 | $598,617 | $- | $6,788,028 | |
| $- - - - |
$5,400,372 187,529 (92,749) - |
$382,677 17,703 (14,172) - |
$100,230 4,261 (4,973) (188) |
$597,481 32,172 (58,870) 167 |
$- - - - |
$6,480,760 241,665 (170,764) (21) |
|
| $- | $5,495,152 | $386,208 | $99,330 | $570,950 | $- | $6,551,640 | |
| $1,622,897 $1,566,467 |
$3,386,526 $3,325,937 |
$70,320 $75,944 |
$23,199 $16,963 |
$148,084 $108,416 |
$160,482 $328,504 |
$5,411,508 $5,422,231 |
- 236 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) There was no capitalization on interest expense to property, plant and equipment for the years ended December 31, 2020 and 2019.
-
(b) Please refer to Note 8 for more details on property, plant and equipment under pledge.
(10) Investment property
The Company has entered into commercial property leases on its owned investment properties with terms of 3 years. These leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. The investment properties held by the Company as right-of-use assets with non-cancellable period of 3 years. These contracts provide the Company options to extend the leases.
| Cost� As of January 1, 2020 Additions Transfers As of December 31, 2020 As of January 1, 2019 Additions Disposals As of December 31, 2019 Depreciation and impairment� As of January 1, 2020 Depreciation Transfers As of December 31, 2020 As of January 1, 2019 Depreciation Disposals As of December 31, 2019 Net carrying amount as of: December 31, 2020 December 31, 2019 |
Land | Buildings | Total |
|---|---|---|---|
| $62,418 - - |
$12,842 - - |
$75,260 - - |
|
| $62,418 | $12,842 | $75,260 | |
| $62,418 - - |
$12,842 - - |
$75,260 - - |
|
| $62,418 | $12,842 | $75,260 | |
| $- - - |
$2,391 252 - |
$2,391 252 - |
|
| $- | $2,643 | $2,643 | |
| $- - - |
$2,140 251 - |
$2,140 251 - |
|
| $- | $2,391 | $2,391 | |
| $62,418 $62,418 |
$10,199 $10,451 |
$72,617 $72,869 |
- 237 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) Rental income from investment properties held by the Company is NT$2,160 thousand and NT$1,610 thousand for the years ended December 31, 2020 and 2019, respectively, recognized asnon-operating income. There was no significat direct operating expenses to investment property generating rental income except for depreciation expenses.
-
(b) No investment property was pledged.
-
(c) Investment properties held by the Company are not measured at fair value but for which the fair value is disclosed. The fair value measurements of the investment properties are categorized within Level 3. The fair value of investment properties located at Shilin district, Taipei is NT$193,300 thousand as of December 31, 2017. The fair value has been determined based on valuations performed by an independent valuer. The valuation methods used are comparison approach and income approach. The actual deals of the real estate nearby are the key assumption used in comparison approach. Considering the market annual rent and the capitalization rate, which is 1.84%, are the key assumptions used in income approach. The Company estimated the price per ping is NT$1,020 thousand as of December 31, 2017 by using the two valuation methods mentioned above.
The Company sold a portion of investment properties in April 2019 for NT$86,629 thousand and recognized income on disposal of investment properties in the amount of NT$14,264 thousand. The fair value of remaining investment properties is NT$104,266 thousand as of December 31, 2017 based on valuations performed by an independent valuer.
As of December 31, 2020 and 2019, the Company assessed the fair value of the investment properties according to the similar target’s recent transaction price and rental price of property transaction actual price query in Ministry of the Interior and websites of real estate agent. The results of the assessment are equvalent to the fair value determined based on valuations performed by an independent valuer.
(11) Short-term loans
| Unsecured bank loans Secured bank loans Total |
Interest Rates (%) |
December 31, 2020 |
December 31, 2019 |
|---|---|---|---|
| 0.72%~0.76% 0.76%~0.85% |
$600,000 320,000 $920,000 |
$120,000 100,000 $220,000 |
(a) Please refer to Note 6 (13) for the Company’s unused short-term lines of credits as of December 31, 2020 and 2019.
-
(b) Please refer to Note 8 for more details on assets pledged as security for short-term loans.
-
238 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(12) Other payables
| Accrued employees’ bonuses Accrued employees’ compensation and remuneration to directors Accrued unused vacation leave Payable for machinery and equipment Payable for house and land value tax Dividend payable (Previous years) Others (Note) Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $314,997 30,032 27,351 21,620 16,379 15,337 59,887 $485,603 |
$253,845 64,915 34,501 66,374 20,904 15,518 81,426 $537,483 |
Note: Individual payables amount not exceeded NT$10,000 thousand were aggregated as others.
(13) Long-term loans
- (a) Details of long-term loans as of December 31, 2020 and 2019 are as follows:
==> picture [391 x 284] intentionally omitted <==
----- Start of picture text -----
December 31, Interest
Lenders 2020 Rate (%) Maturity date and terms of repayment
Bank of Taiwan – Secured loans $100,000 0.95% Effective May 17, 2019 to Feburary 19, 2021.
Principal will be repaid upon maturity. Interest is
paid monthly.
The Export-Import Bank of the 20,000 0.93% Effective November 29, 2019 to November 28,
Republic of China – unsecured 2022. Principal will be repaid upon maturity.
loans Interest is paid monthly.
Subtotal 120,000
Less: current portion (100,000)
Total $20,000
December 31, Interest
Lenders 2019 Rate (%) Maturity date and terms of repayment
O-Bank – unsecured loans $11,000 1.16% Repayable monthly from October 15, 2016 to
November 15, 2020 and interest is paid monthly.
Grace period is 36 months.
Bank of Taiwan – Secured loans 100,000 1.22% Effective May 17, 2019 to Feburary 19, 2021.
Principal will be repaid upon maturity. Interest is
paid monthly.
The Export-Import Bank of the 20,000 1.13% Effective November 29, 2019 to November 28,
Republic of China – unsecured 2022. Principal will be repaid upon maturity.
loans Interest is paid monthly.
Subtotal 131,000
Less: current portion (11,000)
Total $120,000
----- End of picture text -----
- 239 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(b) The Company’s unused short-term and long-term lines of credits amount to NT$5,664,598 thousand and NT$6,476,034 thousand as of December 31, 2020 and 2019, respectively.
-
(c) Please refer to Note 8 for more details on assets pledged as security for long-term loans.
(14) Post-employment benefits
Defined contribution plan
The Company adopted a defined contribution plan in accordance with the Labor Pension Act of the R.O.C. Under the Labor Pension Act, the Company will make monthly contributions of no less than 6% of the employees’ monthly wages to the employees’ individual pension accounts. The Company has made monthly contributions of 6% of each individual employee’s salaries or wages to employees’ pension accounts.
Expenses under the defined contribution plan for the years ended December 31, 2020 and 2019 are NT$31,993 thousand and NT$34,221 thousand, respectively.
Defined benefits plan
The Company adopts a defined benefit plan in accordance with the Labor Standards Act of the R.O.C. The pension benefits are disbursed based on the units of service years and the average salaries in the last month of the service year. Two units per year are awarded for the first 15 years of services while one unit per year is awarded after the completion of the 15th year. The total units shall not exceed 45 units. Under the Labor Standards Act, the Company contributes an amount equivalent to 4% of the employees’ total salaries and wages on a monthly basis to the pension fund deposited at the Bank of Taiwan in the name of the administered pension fund committee. Before the end of each year, the Company assesses the balance in the designated labor pension fund. If the amount is inadequate to pay pensions calculated for workers retiring in the same year, the Company will make up the difference in one appropriation before the end of March the following year.
- 240 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Ministry of Labor is in charge of establishing and implementing the fund utilization plan in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund. The pension fund is invested in-house or under mandation, based on a passive-aggressive investment strategy for long-term profitability. The Ministry of Labor establishes checks and risk management mechanism based on the assessment of risk factors including market risk, credit risk and liquidity risk, in order to maintain adequate manager flexibility to achieve targeted return without over-exposure of risk. With regard to utilization of the pension fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from twoyear time deposits with the interest rates offered by local banks. Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company does not participate in the operation and management of the pension fund, no disclosure on the fair value of the plan assets categorized in different classes could be made in accordance with paragraph 142 of IAS 19. The Company expects to contribute NT$4,320 thousand to its defined benefit plan during the 12 months beginning after December 31, 2020.
The average duration of the defined benefits plan obligation as of December 31, 2020 and 2019 are 10 years and 11 years.
Pension costs recognized in profit or loss are as follows:
| Pension costs recognized in profit or loss are as follows: | ||
|---|---|---|
| Current period service costs Net interest of defined benefit liability (asset) Past service cost Settlements Total |
For theyears ended December 31, | |
| 2020 | 2019 | |
| $3,723 905 - - $4,628 |
$3,834 1,220 - - $5,054 |
Changes in the defined benefit obligation and fair value of plan assets are as follows:
| Defined benefit obligation Plan assets at fair value Other non-current liabilities – net defined benefit liability |
December 31, 2020 |
December 31, 2019 |
January 1, 2019 |
|---|---|---|---|
| $125,706 (64,472) $61,234 |
$158,033 (65,198) $92,835 |
$158,218 (47,119) $111,099 |
- 241 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Reconciliation of liability (asset) of the defined benefit plan is as follows:
| As of January 1, 2019 Current period service costs Interest expense (income) Past service cost and gains and losses arising from settlements Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Return on plan assets Subtotal Payments from the plan Contributions by employer Effect of changes in foreign exchange rates As of December 31, 2019 Current period service costs Interest expense (income) Past service cost and gains and losses arising from settlements Subtotal Remeasurements of the net defined benefit liability (asset): Actuarial gains and losses arising from changes in demographic assumptions Actuarial gains and losses arising from changes in financial assumptions Experience adjustments Return on plan assets Subtotal Payments from the plan Contributions by employer Effect of changes in foreign exchange rates As of December 31, 2020 |
Defined benefit obligation |
Fair value of plan assets |
Net defined benefit liability (asset) |
|---|---|---|---|
| $158,218 3,834 1,767 - |
$(47,119) - (547) - |
$111,099 3,834 1,220 - |
|
| 163,819 - 2,399 4,910 - |
(47,666) - - - (1,937) |
116,153 - 2,399 4,910 (1,937) |
|
| 7,309 | (1,937) | 5,372 | |
| (13,095) - - |
13,095 (28,690) - |
- (28,690) - |
|
| 158,033 3,723 1,563 - |
(65,198) - (658) - |
92,835 3,723 905 - |
|
| 163,319 - (9,802) (9,371) - |
(65,856) - - - (2,036) |
97,463 - (9,802) (9,371) (2,036) |
|
| (19,173) | (2,036) | (21,209) | |
| (18,440) - - $125,706 |
18,440 (15,020) - $(64,472) |
- (15,020) - $61,234 |
- 242 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The following significant actuarial assumptions are used to determine the present value of the defined benefit obligation:
| Discount rate Expected rate of salary increases |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| 0.390% 1.000% |
1.000% 2.000% |
A sensitivity analysis for significant assumptions is shown below:
| Discount rate increases by 0.25% Discount rate decreases by 0.25% Rate of future salary increases by 0.25% Rate of future salary decreases by 0.25% |
For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|---|---|
| 2020 | 2019 | |||
| Increase in defined benefit obligation |
Decrease in defined benefit obligation |
Increase in defined benefit obligation |
Decrease in defined benefit obligation |
|
| $- 3,997 3,963 - |
$3,836 - - 3,822 |
$- 4,745 4,825 - |
$4,962 - - 4,637 |
The sensitivity analysis above is based on a change in a significant assumption (for example: change in discount rate or future salary), keeping all other assumptions constant. The sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
There was no change in the methods and assumptions used in preparing the sensitivity analysis compared to the previous period.
(15) Equity
(a) Common stock
The Company’s issued capital as of December 31, 2020 and 2019 was NT$3,669,234 thousand, each at a par value of NT$10, divided into 366,923 thousand shares.
- 243 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Capital surplus
| Additional paid-in capital Treasury share transactions Changes in ownership interests in subsidiaries Gain on sale of assets Donated assets Share of changes in net assets of associates and joint ventures accounted for using the equity method Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $2,859,851 21,750 20,618 19,667 8,817 1,428 $2,932,131 |
$2,859,851 21,750 20,120 19,667 8,817 1,871 $2,932,076 |
According to the Company Act, the capital surplus shall not be used except for making good the deficit of the company. When a company incurs no loss, it may distribute the capital surplus related to the income derived from the issuance of new shares at a premium or income from endowments received by the company. The distribution could be made in cash or in the form of dividend shares to its shareholders in proportion to the number of shares being held by each of them.
(c) Retained earnings and dividend policies
According to the Company’s Articles of Incorporation, current year’s earnings, if any, shall be distributed in the following order:
-
A. Payment of all taxes and dues;
-
B. Offset prior years’ operation losses;
-
C. Set aside 10% of the remaining amount after deducting items (a) and (b) as legal reserve;
-
D. Set aside or reverse special reserve in accordance with law and regulations; and
-
E. The distribution of the remaining portion, if any, will be recommended by the Board of Directors and resolved in the shareholders’ meeting.
Considering the future fund requirements and to meet the shareholders’ demand for cash. If there is surplus after the Company’s annual final settlement, cash dividends distributed each year cannot be less than 10% of the gross amount of dividends. However, if the future funds are abundant, the distribution ratio may be increased.
- 244 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
According to the Company Act, the Company needs to set aside amount to legal reserve unless where such legal reserve amounts to the total paid-in capital. The legal reserve can be used to make good the deficit of the Company. When the Company incurs no loss, it may distribute the portion of legal serve which exceeds 25% of the paid-in capital by issuing new shares or by cash in proportion to the number of shares being held by each of the shareholders.
Following the adoption of TIFRS, the FSC on 6 April 2012 issued Order No. FinancialSupervisory-Securities-Corporate-1010012865, which sets out the following provisions for compliance:
On a public company's first-time adoption of the IFRS, for any unrealized revaluation gains and cumulative translation adjustments (gains) recorded to shareholders’ equity that the company elects to transfer to retained earnings by application of the exemption under IFRS 1, the company shall set aside an equal amount of special reserve. Following a company’s adoption of the IFRS for the preparation of its financial reports, when distributing distributable earnings, it shall set aside to special reserve, from the profit/loss of the current period and the undistributed earnings from the previous period, an amount equal to “other net deductions from shareholders’ equity for the current fiscal year, provided that if the company has already set aside special reserve according to the requirements in the preceding point, it shall set aside supplemental special reserve based on the difference between the amount already set aside and other net deductions from shareholders’ equity. For any subsequent reversal of other net deductions from shareholders’ equity, the amount reversed may be distributed.
Details of the 2020 and 2019 earnings distribution and dividends per share as approved and resolved by the board of directors’ meeting and shareholders’ meeting on March 9, 2021 and June 9, 2020, respectively, are as follows:
| Legal reserve Common stock -cash dividend Total |
Appropriation of earnings | Appropriation of earnings | Dividendper share(NT$) | Dividendper share(NT$) |
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| $3,213 - $3,213 |
$38,363 - $38,363 |
$- | $- |
Please refer to Note 6 (18) for details on employees’ compensation and remuneration to directors and supervisors.
- 245 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(16) Operating revenue
| Revenue from contracts with customers Room revenue Food and beverage sales Other operating revenue Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $379,598 1,600,466 $11,080 $1,991,144 |
$892,593 1,992,118 $12,783 $2,897,494 |
For the year ended December 31, 2020, the impact of Covid-19 pandemic has been affecting global economic activities and certain industries, such as travel and hospitality. The Company’s room and food and beverage sales were also affected by the significant reduction in the number of international tourist and business trip, which leads to the downturn of earnings and gross profits of current year. Although the domestic epidemic situation has slowed, the international Covid-19 pandemic situation remains serve and many countries are still under lockdown measures. The Company is not yet possible to reasonably assess the future impact on the business and financial status.
Analysis of revenue from contracts with customers during the years ended December 31, 2020 and 2019 are as follows:
(a) Disaggregation of revenue
For the year ended December 31, 2020:
| Room revenue Food and beverage sales Other operating revenue Total Timing of revenue recognition: At a point in time Over time Total |
Taipei | Hsinchu | Kaohsiung | Total |
|---|---|---|---|---|
| $89,681 839,817 5,690 |
$109,356 368,742 2,680 |
$180,561 391,907 2,710 |
$379,598 1,600,466 11,080 |
|
| $935,188 | $480,778 | $575,178 | $1,991,144 | |
| $845,507 89,681 $935,188 |
$371,422 109,356 $480,778 |
$394,617 180,561 $575,178 |
$1,611,546 379,598 $1,991,144 |
- 246 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended December 31, 2019:
| Room revenue Food and beverage sales Other operating revenue Total Timing of revenue recognition: At a point in time Over time Total |
Taipei | Hsinchu | Kaohsiung | Total |
|---|---|---|---|---|
| $368,760 1,056,565 6,073 |
$235,920 446,170 3,333 |
$287,913 489,383 3,377 |
$892,593 1,992,118 12,783 |
|
| $1,431,398 | $685,423 | $780,673 | $2,897,494 | |
| $1,062,638 368,760 $1,431,398 |
$449,503 235,920 $685,423 |
$492,760 287,913 $780,673 |
$2,004,901 892,593 $2,897,494 |
(b) Contract balances
Contract liabilities – current
| Room revenue Food and beverage sales Other operating revenue Total |
December 31, 2020 |
December 31, 2019 |
January 1, 2019 |
|---|---|---|---|
| $65,933 131,832 73 $197,838 |
$58,872 141,486 73 $200,431 |
$22,888 135,510 60,489 $218,887 |
For the years ended December 31, 2020 and 2019, NT$200,431 and NT$218,887 are recognized as revenue, respectively, during the period that was included in the beginning balances of contract liabilities.
(17) Leases
(a) Company as a lessee
The Company leases various properties, including real estate (land and buildings) and transportation equipment. The lease terms range from 3 to 5 years.
- 247 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Company’s leases effect on the financial position, financial performance and cash flows are as follow:
-
A. Amounts recognized in the balance sheet
-
i. Right-of-use assets
The carrying amount of right-of-use assets
| The carrying amount of right-of-use assets | ||
|---|---|---|
| Land Buildings Transportation equipment Total |
December 31, 2020 |
December 31, 2019 |
| $50,099 6,895 6,632 $63,626 |
$8,790 6,879 10,469 $26,138 |
During the year ended December 31, 2020, the Company’s additions to right-ofuse assets amounting to NT$53,850 thousand.
- ii Lease liabilities
| Lease liabilities Current Non-current |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $63,699 | $26,220 | |
| $12,879 $50,820 |
$14,773 $11,447 |
Please refer to Note 6 (19) for the interest on lease liabilities recognized during the year ended December 31, 2020 and refer to Note 12 (5) Liquidity Risk Management for the maturity analysis for lease liabilities.
- B. Amounts recognized in the statement of profit or loss
Depreciation charge for right-of-use assets
| Land Buildings Transportation equipment Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $4,987 6,155 5,865 $17,007 |
$12,221 1,697 4,377 $18,295 |
- 248 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- C. Income and costs relating to leasing activities
| The expenses relating to short-term leases | For the years endedDecember31, | For the years endedDecember31, |
|---|---|---|
| 2020 $13,941 |
2019 $16,186 |
- D. Cash outflow relating to leasing activities
During the year ended December 31, 2020, the Company’s total cash outflows for leases amounting to NT$31,036 thousand.
- E. Other information relating to leasing activities
Extension and termination options
Some of the Company’s land, buildings and transportation equipment rental agreement contain extension and termination options. In determining the lease terms, the non-cancellable period for which the Company has the right to use an underlying asset, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. These options are used to maximize operational flexibility in terms of managing contracts. The majority of extension and termination options held are exercisable only by the Company. After the commencement date, the Company reassesses the lease term upon the occurrence of a significant event or a significant change in circumstances that is within the control of the lessee and affects whether the Company is reasonably certain to exercise an option not previously included in its determination of the lease term, or not to exercise an option previously included in its determination of the lease term.
- (18) Summary statement of employee benefits, depreciation and amortization expenses by function is as follows:
==> picture [410 x 151] intentionally omitted <==
----- Start of picture text -----
For the years ended December 31,
2020 2019
Operating Operating Total Operating Operating Total
costs expenses amount costs expenses amount
Employee benefits expense
Salaries $628,266 $185,761 $814,027 $689,078 $183,610 $872,688
Labor and health insurance 55,066 14,533 69,599 63,140 15,188 78,328
Pension 28,161 8,460 36,621 30,731 8,544 39,275
Directors' remuneration - 12,936 12,936 - 28,800 28,800
Other employee benefits expense 30,547 7,923 38,470 40,998 10,713 51,711
Depreciation 196,572 67,407 263,979 193,096 67,115 260,211
----- End of picture text -----
- 249 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(a) The number of the Company’s employees were 1,181 and 1,309, including 11 and 13 nonemployee directors as of December 31, 2020 and 2019, respectively.
-
(b) Other information is as follows:
-
A. The Company's average employee benefit expenses for the years ended December 31, 2020 and 2019 were NT$819 thousand and NT$804 thousand, respectively.
-
B. The Company's average salary expenses for the years ended December 31, 2020 and 2019 were NT$696 thousand and NT$673 thousand, respectively.
-
C. The Company's average salary expense adjustment for the year ended December 31, 2020 increased by 3.42%.
-
D. The Company has established the Audit Committee in replace of supervisors and therefore the supervisors’ remuneration for the years ended December 31, 2020 and 2019 were both nil.
-
E. The salary and remuneration policy of the Company: Articles 18 of the Company’s Articles of Incorporation stipulate that if the Compnay makes profits in the current year, it shall set aside 1% to 8% as the remuneration for employees and no more than 4% as the remuneration for directors and supervisors. In addition, the Company shall assess the performance of directors and managers according to Articles 7 of the Company’s Procedural Rules for Compensation Committee, in order to determine their compensation. An adequate compensation scheme will be calculated by referencing the individual contribution, extent of participation in the Company’s operations and industry averages. In accordance with the regulations, the compensation committee will make recommendations on directors’ remuneration and the salaries of managers, then submit to the Board of Directors for approval.
According to the Articles of Incorporation, 1% to 8% of profit of the current year is distributable as employees’ compensation and no higher than 4% of profit of the current year is distributable as remuneration to directors and supervisors. However, the company's accumulated losses shall have been covered. The Company may, by a resolution adopted by a majority vote at a meeting of Board of Directors attended by two-thirds of the total number of directors, have the profit distributable as employees’ compensation in the form of shares or in cash; and in addition thereto a report of such distribution is submitted to the shareholders’ meeting. Information on the Board of Directors’ resolution regarding the employees’ compensation and remuneration to directors and supervisors can be obtained from the “Market Observation Post System” on the website of the TWSE.
Based on the profit of the current year, the employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 to be 1% of profit of the current year and 0% of profit of the current year, respectively, recognized as salary expenses and other expenses. As such, employees’ compensation and remuneration to directors and supervisors for the year ended December 31, 2020 amount to NT$32 thousand and NT$0 thousand, respectively. A resolution was passed at a Board of Directors meeting held on March 9, 2021 to distribute NT$32 thousand and NT$0 thousand in cash as employees’ compensation and remuneration to directors and supervisors, respectively.
- 250 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
No material differences exist between the estimated amount and the actual distribution of the employee compensation for the year ended December 31, 2019. Actual distribution of remuneration to directors and supervisors of 2019 amount to NT$0 thousand, whereas the estimated amount accrued in the financial statements for the year ended December 31, 2019 were NT$15,000 thousand. Because of the Covid-19 pandemic, all directors of the Company voluntarily waived the remuneration of 2019 on April 15, 2020, in order to enrich the Company’s working capital. Differences between the estimated amount and the actual distribution of the remuneration to directors and supervisors for the year ended December 31, 2019 are recognized in profit or loss of the subsequent year in 2020.
(19) Non-operating income and expenses
- (a) Interest income
For the years ended December 31,
| Financial assets measured at amortized cost | 2020 $870 |
2019 $1,133 |
|---|---|---|
(b) Other income
| Rental income Dividend income Government grants Compensation income Others Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,310 76,350 87,602 44 25,965 $192,271 |
$1,610 72,080 - 24,064 9,061 $106,815 |
In April 2020, the Tourism Bureau of the Ministry of Transportation and Communications announced a bailout subsidy program to assist the operation of tourism industry affected by the impact of Covid-19 pandemic. In accordance with the operation directions for bailout subsidy, the Company applies government grants for employee salaries and necessary operating costs. The grant is recognized as other income over the period necessary to match the costs that it is intended to compensate.
- 251 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (c) Other gains and losses
| Losses on disposal of property, plant and equipment Foreign exchange losses (gains), net Gains on disposal of investments Gains on financial assets at fair value through profit or loss (Note) Others Total |
For the years endedDecember31, | For the years endedDecember31, |
|---|---|---|
| 2020 | 2019 | |
| $(619) 238 - 87,402 (314) $86,707 |
$(30,772) 1,337 3,183 59,894 (108) $33,534 |
Note: Balances were arising from financial assets mandatorily measured at fair value through profit or loss.
(d) Finance costs
| Interest on borrowings from bank Interest on lease liabilities Imputed interest on deposits Total |
Forthe years endedDecember31, | Forthe years endedDecember31, |
|---|---|---|
| 2020 | 2019 | |
| $4,561 227 10 $4,798 |
$3,046 400 10 $3,456 |
(20) Components of other comprehensive income (loss)
For the year ended December 31, 2020:
| Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Total other comprehensive income (loss) |
Arising during the period |
Reclassification adjustments during the period |
Other comprehensive income (loss), before tax |
Income tax relating to components of other comprehensive income |
Other comprehensive income (loss), net of tax |
|---|---|---|---|---|---|
| $21,209 269,117 203,598 $493,924 |
$- - - $- |
$21,209 269,117 203,598 $493,924 |
$(4,242) - - $(4,242) |
$16,967 269,117 203,598 $489,682 |
- 252 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended December 31, 2019:
| Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit plans Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income Items that may be reclassified subsequently to profit or loss: Share of other comprehensive income (loss) of associates and joint ventures accounted for using the equity method Total other comprehensive income (loss) |
Arising during the period |
Reclassification adjustments during the period |
Other comprehensive income (loss), before tax |
Income tax relating to components of other comprehensive income |
Other comprehensive income (loss), net of tax |
|---|---|---|---|---|---|
| $(5,372) 194,196 291,537 $480,361 |
$- - - $- |
$(5,372) 194,196 291,537 $480,361 |
$1,074 - - $1,074 |
$(4,298) 194,196 291,537 $481,435 |
(21) Income tax
- (a) The major components of income tax expense (benefit) for the years ended December 31, 2020 and 2019 are as follows:
Income tax expense (benefit) recognized in profit or loss
| Current income tax expense (benefit): Current income tax charge Adjustments in respect of current income tax of prior periods Deferred tax expense (benefit): Deferred tax expense (benefit) relating to origination and reversal of temporary differences Deferred tax expense (benefit) relating to changes in tax rate or the imposition of new taxes Total income tax expense (benefit) |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $8,623 2,797 (10,860) - $560 |
$30,990 (13,352) 18,838 - $36,476 |
- 253 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Income tax relating to components of other comprehensive income (loss)
| Deferred tax expense (benefit): Remeasurements of defined benefits plans Income tax relating to components of other comprehensive income |
For the years endedDecember31, | For the years endedDecember31, |
|---|---|---|
| 2020 | 2019 | |
| $(4,242) $(4,242) |
$1,074 $1,074 |
- (b) Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:
| Accounting profit before tax from continuing operations Tax at the domestic rates applicable to profits in the country concerned Tax effect of revenues exempt from taxation Tax effect of expenses not deductible for tax purposes Corporate income surtax on undistributed retained earnings Adjustments in respect of current income tax of prior periods Others Total income tax expense recognized in profit or loss |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $3,168 | $420,111 | |
| $634 (35,833) 3 8,623 2,797 24,336 $560 |
$84,022 (34,197) 3 - (13,352) - $36,476 |
- (c) Deferred tax assets (liabilities) relate to the following:
For the year ended December 31, 2020:
| Temporary differences�Deferred tax assets Depreciation difference for tax purpose Loss allowance Accrued employee benefits Non-current liability�Defined benefit Liability Remeasurements of defined benefits plans Impairment on financial assets at cost Temporary differences�Deferred tax liabilities Revaluation of financial assets at fair value through profit or loss Provisions�land value incemant tax Deferred tax income/(expense) Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Ending balance |
|---|---|---|---|---|
| $65,198 146 3,414 26,687 8,109 229 (37,903) (34,170) |
$(1,437) - 31,855 (2,078) - - (17,480) - |
$- - - - (4,242) - - - |
$63,761 146 35,269 24,609 3,867 229 (55,383) (34,170) |
|
| $10,860 | $(4,242) | |||
| $31,710 | $38,328 | |||
| $103,783 $(72,073) |
$127,881 $(89,553) |
- 254 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
For the year ended December 31, 2019:
| For the year ended December 31, 20 | 19: | |||
|---|---|---|---|---|
| Temporary differences�Deferred tax assets Depreciation difference for tax purpose Loss allowance Accrued employee benefits Non-current liability�Defined benefit Liability Remeasurements of defined benefits plans Impairment on financial assets at cost Temporary differences�Deferred tax liabilities Revaluation of financial assets at fair value through profit or loss Provisions�land value incemant tax Deferred tax income/(expense) Net deferred tax assets/(liabilities) Reflected in balance sheet as follows: Deferred tax assets Deferred tax liabilities |
Beginning balance |
Recognized in profit or loss |
Recognized in other comprehensive income |
Ending balance |
| $67,327 146 3,414 31,417 7,035 229 (25,924) (34,170) |
$(2,129) - - (4,730) - - (11,979) - |
$- - - - 1,074 - - - |
$65,198 146 3,414 26,687 8,109 229 (37,903) (34,170) |
|
| $(18,838) | $1,074 | |||
| $49,474 | $31,710 | |||
| $109,568 $(60,094) |
$103,783 $(72,073) |
(d) The assessment of income tax returns
As of December 31, 2020, the assessment of the income tax returns of the Company is as follows:
The Company
The assessment of income tax returns Assessed and approved up to 2018 (Note)
Note: Income tax returns of 2017 is not yet assessed and approved.
(22) Earnings per share
Basic earnings per share is calculated by dividing net profit for the year attributable to ordinary equity owners of the Company by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the net profit attributable to ordinary equity owners of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
- 255 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
| (a) Basic earnings per share Net income Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Basic earnings per share (NT$) (b) Diluted earnings per share Net income Net income after dilution (in thousand NT$) Weighted average number of ordinary shares outstanding for basic earnings per share (in thousands) Effect of dilution: Employee compensation�stock (in thousands) Weighted average number of ordinary shares outstanding after dilution (in thousands) Diluted earnings per share (NT$) |
For the years ended December 31, | For the years ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $2,608 | $383,635 | |
| 366,923 | 366,923 | |
| $0.01 | $1.05 | |
| $2,608 | $383,635 | |
| $2,608 | $383,635 | |
| 366,923 1 |
366,923 1,779 |
|
| 366,924 $0.01 |
368,702 $1.04 |
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of the financial statements were authorized for issue.
7. Related party transactions
- (1) Name and nature of relationship of the related parties
Information of the related parties that had transactions with the Company during the financial reporting period is as follows:
==> picture [410 x 13] intentionally omitted <==
----- Start of picture text -----
Name of the related parties Nature of relationship of the related parties
----- End of picture text -----
| Name of the related parties |
Nature of relationship of the related parties |
|---|---|
| Ambassador Premium Food Co., Ltd. | Subsidiary |
| Benz Investment Ltd. | Subsidiary |
| Custom Investment Ltd. | Subsidiary |
| Ambassador Investment Ltd. | Subsidiary |
| Ambassador Bakery Corp. Ltd. | Subsidiary |
| Ambassador Real Estate Development Co. | Subsidiary |
| Ambassador Property Management Co., Ltd. | Sub-subsidiary |
| Custom Human Resources Management Ltd. | Sub-subsidiary |
| Shihlin Electric & Engineering Corporation | Entity with joint control or significant influence |
| over the Company | |
| HCT Logistics Co., Ltd. | Other related party |
| Charter Leisure Co., Ltd. | Other related party |
| Hsinchu Golf Country Club Co., Ltd. | Other related party |
| Shihlin Development Company Limited | Other related party |
| Qun Xin Properties Co., Ltd. | Associate |
- 256 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(2) Significant transactions with the related parties
(a) Sales
| Subsidiaries Entity with joint control or significant influence over the Company Other related parties Associates Total |
For theyears ended December 31 | For theyears ended December 31 |
|---|---|---|
| 2020 | 2019 | |
| $3,868 20,210 34,814 57 $58,949 |
$4,601 25,694 29,640 59 $59,994 |
The sale price and trade credit terms were determined based on general trading terms.
(b) Purchases
| Subsidiaries Ambassador Premium Food Co., Ltd. Others Other related parties Associates Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $199,730 158 55 - $199,943 |
$297,435 44 28 3 $297,510 |
The purchase price to the above related parties were similar to those purchased from third party suppliers.
- (c) Amounts receivable, net
| Subsidiaries Entity with joint control or significant influence over the Company Other related parties Associates Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $820 4,336 3,600 6 $8,762 |
$796 3,641 4,647 2 $9,086 |
- 257 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The outstanding receivables from a joint operating aggreement with Charter Leisure Co., Ltd. in amount of NT$4,866 thousand and NT$5,859 thousand, as of December 31, 2020 and 2019, respectively, are the sales generated from the agreement less the operating expenses. Please refer to Note7 (3) for more details.
- (d) Others receivable
| Associates (e) Lease - related parties A. Right-of-use assets Other related parties HCT Logistics Co., Ltd. B. Lease liabilities Other related parties HCT Logistics Co., Ltd. C. Interest expenses Other related parties HCT Logistics Co., Ltd. (f) Refundable deposits Other related parties |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 2019 $- $54 As of December 31, |
||
| 2020 | 2019 | |
| $53,930 | $8,790 | |
| 2020 $300 |
2019 $300 |
- 258 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(g) Accounts payable
| Subsidiaries Ambassador Premium Food Co., Ltd. Others Entity with joint control or significant influence over the Company Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $23,794 23 63 $23,880 |
$34,114 1 2,637 $36,752 |
- (h) Other payables
| Subsidiaries Entity with joint control or significant influence over the Company Other related parties Associates Total |
As of December 31, | As of December 31, |
|---|---|---|
| 2020 | 2019 | |
| $1,423 - 559 6 $1,988 |
$995 62 598 - $1,655 |
- (i) Wage expenditure
| Subsidiaries Ambassador Property Management Co., Ltd. |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $4,863 | $5,163 |
- (j) Operating expenses
| Subsidiaries Entity with joint control or significant influence over the Company Other related parties Associates Total |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $9,354 234 6,225 4 $15,817 |
$7,285 567 6,391 1 $14,244 |
- 259 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(k) Property transaction
| Purchase the property, plant and equipment� Entity with joint control or significant influence over the Company Shihlin Electric & Engineering Corporation Sell the property, plant and equipment� Entity with joint control or significant influence over the Company Shihlin Electric & Engineering Corporation |
For theyears ended December 31, | For theyears ended December 31, |
|---|---|---|
| 2020 | 2019 | |
| $3,585 | $3,218 | |
| $- | $1,018 |
(l) Key management personnel compensation
For the years ended December 31,
| Short-term employee benefits Post-employment benefits Total |
2020 | 2019 |
|---|---|---|
| $53,421 1,062 $54,483 |
$70,062 1,020 $71,082 |
- (3) The agreements with related parties are as follows �
(a) Lease
Since January 1, 1997, the Company leased the Land Lot No.567-2 of Central Section, Hsinchu City (approximately 595 pings) from HCT Logistics Co., Ltd. for developing the hotel and department store. The lease agreement will terminate untill December 31, 2030. At the end of the lease term, the Company has the right to apply for extension and bargain renewal options.
During the lease period, the Company has the right to require HCT Logistics Co., Ltd. to apply for the registration of superficies. The term of such acquired superficies is from June 2000 to June 2035. The Company pays the rental fee amounted NT$1,500 thousand to HCT Logistics Co., Ltd. before the date of registration of the superficies and adjusted based on the Wholesale Price Index every five years.
- 260 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(b) Resturant joint operating agreement
The Company entered into a resturant joint operating agreement with Charter Leisure Co., Ltd. The agreement will terminate untill December 31, 2020. Charter Leisure Co., Ltd. provides the operating site located at Landmark Club. The Company provides sales of goods and rendering of services. Charter Leisure Co., Ltd. is responsible for making collections of resturant sales and claims agent fee based on sales of current month. At the end of each year, the agent fee is adjusted based on annual sales and annual rate according to the agreement between both parties.
8. Assets pledged as security
The following table lists assets of the Company pledged as security:
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----- Start of picture text -----
Carrying amount
December 31, December 31,
Items 2020 2019 Secured liabilities
Financial assets measured at
amortized cost, non-current
Demand deposits $15,930 $15,930 Loans
Property, plant and equipment:
Building for operation and 3,244,736 3,304,655 Loans and bank
administration in Hsinchu performance guarantee
Building for operation in 577,940 613,952 Loans
Kaohsiung
Building for operation and 936,381 792,156 Loans
administration in Taipei
Subtotal 4,759,057 4,710,763
Total $4,774,987 $4,726,693
----- End of picture text -----
9. Significant contingencies and unrecognized contractual commitments
-
(1) The Company signed a lease agreement with HCT Logistics Co., Ltd. Please refer to Note 7 (3) for more detils.
-
261 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(2) The Company signed a restaurant joint operating agreement with Charter Leisure Co., Ltd. Please refer to Note 7 (3) for more detils.
-
(3) The Company entered into several construction contracts and acquisition contracts of property, plant and equipment. As of December 31, 2020 and 2019, these contracts amounted to approximately NT$126,393 thousand and NT$657,744 thousand and the portion of the contracts not yet paid was approximately NT$20,321 thousand and NT$430,846 thousand, respectively.
-
(4) The Company entrusted financial institutes to open performance guarantee, mainly related to the operations, amounting to NT$64,402 thousand.
10. Losses due to major disasters
None.
- Significant subsequent events
None.
12. Others
- (1) Categories of financial instruments
Financial assets
| Financial assets at fair value through profit or loss: Mandatorily measured at Fair value through profit or loss Financial assets at fair value through other comprehensive income Financial assets measured at amortized cost (Note) Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $676,518 3,114,245 276,913 $4,067,676 |
$589,116 2,194,356 446,743 $3,230,215 |
- 262 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Financial liabilities
| Financial liabilities measured at amortized cost: Short-term loans Payables (other payables included) Lease liabilities Long-term loans (current portion included) Total |
December 31, 2020 |
December 31, 2019 |
|---|---|---|
| $920,000 603,834 63,699 120,000 $1,707,533 |
$220,000 691,774 26,220 131,000 $1,068,994 |
Note: Includes cash and cash equivalents, financial assets measured at amortized cost, notes receivables, accounts receivables and other receivables.
(2) Financial risk management objectives and policies
The Company’s principal financial risk management objective is to manage the market risk, credit risk and liquidity risk related to its operating activates. The Company identifies measures and manages the aforementioned risks based on the Company’s policy and risk appetite.
The Company has established appropriate policies, procedures and internal controls for financial risk management. Before entering into significant transactions, due approval process by the Board of Directors and Audit Committee must be carried out based on related protocols and internal control procedures. The Company complies with its financial risk management policies at all times.
- (3) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of the changes in market prices. Market prices comprise currency risk, interest rate risk and other price risk (such as equity risk).
In practice, it is rarely the case that a single risk variable will change independently from other risk variable, there is usually interdependencies between risk variables. However, the sensitivity analysis disclosed below does not take into account the interdependencies between risk variables.
- 263 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s investments at variable interest rates, loans with fixed interest rates and variable interest rates.
The interest rate sensitivity analysis is performed on items exposed to interest rate risk as at the end of the reporting period, including loans with variable interest rates. At the reporting date, a change of 10 basis points of interest rate in a reporting period could cause the profit for the years ended December 31, 2020 and 2019 to decrease/increase by NT$1,040 thousand and NT$351 thousand, respectively.
Equity price risk
The fair value of the Company’s listed and unlisted equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company’s listed and unlisted equity securities are classified under financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income. The Company manages the equity price risk through diversification and placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Company’s senior management on a regular basis. The Company’s Board of Directors reviews and approves all equity investment decisions.
A change of 1% in the price of the listed and unlisted equity securities measured at fair value through profit or loss could increase/decrease the Company’s profit for the years ended December 31, 2020 and 2019 by NT$6,765 thousand and NT$5,891 thousand, respectively.
A change of 1% in the price of the listed companies stocks classified as equity instruments investments measured at fair value through other comprehensive income could have an impact of NT$29,451 thousand and NT$20,039 thousand on the equity attributable to the Company for the years ended December 31, 2020 and 2019, respectively.
Please refer to Note 12 (8) for sensitivity analysis information of other equity instruments or derivatives that are linked to such equity instruments whose fair value measurement is categorized under Level 3.
(4) Credit risk management
Credit risk is the risk that a counterparty will not meet its obligations under a contract, leading to a financial loss. The Company is exposed to credit risk from operating activities (primarily for accounts and notes receivables) and financing activities (primarily for bank deposits and other financial instruments).
- 264 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The Company transactes with a large number of customers. The credit concentration risk of receivables is insignificant.
Credit risk from balances with banks and other financial instruments is managed by the Company’s treasury in accordance with the Company’s policy. The Company only transacts with counterparties approved by the internal control procedures, which are banks and financial institutions, companies and government entities with good credit rating. Consequently, there is no significant credit risk for these counter parties.
(5) Liquidity risk management
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of cash and cash equivalents, highly liquid equity investments and bank loans, etc. The table below summarizes the maturity profile of the Company’s financial liabilities based on the contractual undiscounted payments and contractual maturity. The payment amount includes the contractual interest. The undiscounted payment relating to borrowings with variable interest rates is extrapolated based on the estimated interest rate yield curve as of the end of the reporting period.
Non-derivative financial liabilities
| As of December 31, 2020 Short-term loans Payables (othe payables included) Lease liabilities (Note) Long-term loans As of December 31, 2019 Short-term loans Payables (othe payables included) Lease liabilities (Note) Long-term loans |
Less than 1 year |
1 to 5 years | > 5 years | Total |
|---|---|---|---|---|
| $920,381 603,834 13,500 100,130 $220,050 691,774 17,234 11,064 |
$- - 24,842 20,355 $- - 6,872 122,048 |
$- - 26,490 - $- - 3,300 - |
$920,381 603,834 64,832 120,485 $220,050 691,774 27,406 133,112 |
Note: Includes cash flows resulted from short-term leases or leases of low-value assets.
Derivative financial liabilities
The Company does not hold any derivative financial instruments.
- 265 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (6) Reconciliation of liabilities arising from financing activities
Reconciliation of liabilities for the year ended December 31, 2020:
| As of December 31, 2020 Cash flows Non-cash changes As of December 31, 2020 |
Short-term loans |
Long-term loans |
Leases liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $220,000 700,000 - $920,000 |
$131,000 (11,000) - $120,000 |
$26,220 17,095 20,384 $63,699 |
$377,220 706,095 20,384 $1,103,699 |
Reconciliation of liabilities for the year ended December 31, 2019:
| As of December 31, 2018 Cash flows Non-cash changes As of December 31, 2019 |
Short-term borrowings |
Long-term borrowings |
Leases liabilities |
Total liabilities from financing activities |
|---|---|---|---|---|
| $100,000 120,000 - $220,000 |
$243,000 (112,000) - $131,000 |
$- 18,968 7,252 $26,220 |
$343,000 26,968 7,252 $377,220 |
-
(7) Fair values of financial instruments
-
(a) The methods and assumptions applied in determining the fair value of financial instruments:
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following methods and assumptions were used by the Company to measure or disclose the fair values of financial assets and financial liabilities:
-
A. The carrying amount of cash and cash equivalents, receivables (including other receivables), payables (including other payables) approximate their fair value due to their short maturities.
-
B. For financial assets and liabilities traded in an active market with standard terms and conditions, their fair value is determined based on market quotation price (including listed equity securities, beneficiary certificates, bonds and futures, etc.) at the reporting date.
-
266 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
C. Fair value of equity instruments without market quotations (including private placement of listed equity securities, unquoted public company and private company equity securities) are estimated using the market method valuation techniques based on parameters such as prices based on market transactions of equity instruments of identical or comparable entities and other relevant information (for example, inputs such as discount for lack of marketability, P/E ratio of similar entities and Price-Book ratio of similar entities).
-
D. Fair value of debt instruments without market quotations and bank loans are determined based on the counterparty prices or valuation method. The valuation method uses DCF method as a basis, and the assumptions such as the interest rate and discount rate are primarily based on relevant information of similar instrument (such as yield curves published by the GreTai Securities Market, average prices for Fixed Rate Commercial Paper published by Reuters and credit risk, etc.)
-
(b) Fair value of financial instruments measured at amortized cost
The carrying amount of the Company’s financial assets and liabilities measured at amortized cost approximate their fair value.
- (c) Fair value measurement hierarchy for financial instruments
Please refer to Note 12 (8) for fair value measurement hierarchy for financial instruments of the Company.
-
(8) Fair value measurement hierarchy
-
(a) Fair value measurement hierarchy
All asset and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, based on the lowest level input that is significant to the fair value measurement as a whole. Level 1, 2 and 3 inputs are described as follows:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities that the entity can access at the measurement date
- Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 – Unobservable inputs for the asset or liability
- 267 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorization at the end of each reporting period.
- (b) Fair value measurement hierarchy of the Company’s assets and liabilities
The Company does not have assets that are measured at fair value on a non-recurring basis. Fair value measurement hierarchy of the Company’s assets and liabilities measured at fair value on a recurring basis is as follows:
As of December 31, 2020
| Assets measured at fair value: Financial assets at fair value through profit or loss Offshore funds Financial assets at fair value through other comprehensive income Equity instruments measured at fair value through other comprehensive income As of December 31, 2019 Assets measured at fair value: Financial assets at fair value through profit or loss Offshore funds Financial assets at fair value through other comprehensive income Equity instruments measured at fair value through other comprehensive income |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
$- 2,945,080 Level 1 |
$676,518 - Level 2 |
$- 169,165 Level 3 |
$676,518 3,114,245 Total |
|
$- 2,003,904 |
$589,116 - |
$- 190,452 |
$589,116 2,194,356 |
Transfers between Level 1 and Level 2 during the period
During the years ended December 31, 2020 and 2019, there were no transfers between Level 1 and Level 2 fair value measurements.
- 268 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
The detail movement of recurring fair value measurements in Level 3:
Reconciliation for recurring fair value measurements in Level 3 of the fair value hierarchy during the period is as follows:
| As of January 1, 2020 Total gains (losses) recognized for the year ended December 31, 2020: Amount recognized in OCI (presented in “Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income”) Disposal for the year ended December 31, 2020 As of December 31, 2020 As of January 1, 2019 Total gains (losses) recognized for the year ended December 31, 2019: Amount recognized in OCI (presented in “Unrealized gains or losses from equity instruments investments measured at fair value through other comprehensive income”) As of December 31, 2019 |
Equitysecurities |
|---|---|
| $190,452 (17,944) (3,343) |
|
| $169,165 | |
| $186,682 3,770 $190,452 |
Information on significant unobservable inputs to valuation
Description of significant unobservable inputs to valuation of recurring fair value measurements categorized within Level 3 of the fair value hierarchy is as follows:
As of December 31, 2020
==> picture [383 x 41] intentionally omitted <==
----- Start of picture text -----
Significant Relationship Sensitivity analysis of
Valuation unobservable Quantitative between inputs and relationship between inputs
techniques inputs information fair value and fair value
----- End of picture text -----
| Financial | assets: | ||||
|---|---|---|---|---|---|
| Financial | assets at fair value | through other comprehensive | income | ||
| Stocks | Market | discount for lack | 10% | The higher the |
1% increase (decrease) in the |
| approach | of marketability |
discount for lack of | discount for lack of | ||
| marketability, the | marketability would result in | ||||
| lower the fair value | increase (decrease) in the | ||||
| of the stocks | Company’s equity by | ||||
| NT$1,692 thousand |
- 269 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
As of December 31, 2019
==> picture [383 x 42] intentionally omitted <==
----- Start of picture text -----
Significant Relationship Sensitivity analysis of
Valuation unobservable Quantitative between inputs and relationship between inputs
techniques inputs information fair value and fair value
----- End of picture text -----
| techniques | inputs |
informat | ion fair value |
and fair value | |
|---|---|---|---|---|---|
| Financial | assets: | ||||
| Financial | assets at fair value | through other comprehensive | income | ||
| Stocks | Market | discount for lack | 10% | The higher the |
1% increase (decrease) in the |
| approach | of marketability |
discount for lack of | discount for lack of | ||
| marketability, the | marketability would result in | ||||
| lower the fair value | increase (decrease) in the | ||||
| of the stocks | Company’s equity by | ||||
| NT$1,905 thousand |
Valuation process used for fair value measurements categorized within Level 3 of the fair value hierarchy
The Company’s Finance Department is responsible for validating the fair value measurements and ensuring that the results of the valuation are in line with market conditions, based on independent and reliable inputs which are consistent with other information, and represent exercisable prices. The Department analyses the movements in the values of assets and liabilities which are required to be re-measured or re-assessed as per the Company’s accounting policies at each reporting date to ensure the measurement or assessment are reasonable.
- (c) Fair value measurement hierarchy of the Company’s assets and liabilities not measured at fair value but for which the fair value is disclosed
As of December 31, 2020:
| Investment properties (Note) As of December 31, 2019: Investment properties (Note) |
Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
$- Level 1 |
$- Level 2 |
$104,266 Level 3 |
$104,266 Total |
|
$- |
$- | $104,266 | $104,266 |
Note: Please refer to Note 6 (10).
- 270 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
(9) Capital management
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may adjust dividend payment to shareholders, return capital to shareholders or issue new shares.
13. Additional disclosures
- (1) Information at significant transactions
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----- Start of picture text -----
No. Items Attachments
1 Financing provided to others None
2 Endorsement/Guarantee provided to others None
3 Securities held as of December 31, 2020 (excluding investments in Attachment 1
subsidiaries, associates and joint ventures)
4 Individual securities acquired or disposed of with accumulated amount Attachment 2
exceeding the lower of NT$300 million or 20 percent of the capital stock
5 Acquisition of individual real estate with amount exceeding the lower of None
NT$300 million or 20 percent of capital stock
6 Disposal of individual real estate with amount exceeding the lower of NT$300 None
million or 20 percent of capital stock
7 Related party transactions for purchases and sales amounts exceeding the Attachment 3
lower of NT$100 million or 20 percent of capital stock
8 Receivables from related parties with amounts exceeding the lower of NT$100 None
million or 20 percent of capital stock
9 Financial instruments and derivative transactions None
10 Others: business relationships and significant transactions between parent Attachment 4
company and subsidiary and among subsidiaries
----- End of picture text -----
- 271 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
- (2) Information on investees
Relevant information of investees over which the Company has direct or indirect control:
==> picture [403 x 273] intentionally omitted <==
----- Start of picture text -----
No. Items Attachments
1 Financing provided to others None
2 Endorsement/Guarantee provided to others None
3 Securities held as of December 31, 2020 (excluding investments in Attachment 1
subsidiaries, associates and joint ventures)
4 Individual securities acquired or disposed of with accumulated amount Attachment 2
exceeding the lower of NT$300 million or 20 percent of the capital stock
5 Acquisition of individual real estate with amount exceeding the lower of None
NT$300 million or 20 percent of capital stock
6 Disposal of individual real estate with amount exceeding the lower of NT$300 None
million or 20 percent of capital stock
7 Related party transactions for purchases and sales amounts exceeding the Attachment 3
lower of NT$100 million or 20 percent of capital stock
8 Receivables from related parties with amounts exceeding the lower of NT$100 None
million or 20 percent of capital stock
9 Financial instruments and derivative transactions None
10 Name, location and related information of investee Attachment 5
----- End of picture text -----
- (3) Information on investments in mainland China
None.
- (4) Information on major shareholders
Refer to Attachment 6.
- 272 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 1: Securities held as of December 31, 2020 (excluding investments in subsidiaries, associates and joint ventures)
==> picture [714 x 362] intentionally omitted <==
----- Start of picture text -----
Ending Balance
Held Company Name Type and Name of Securities Relationship Financial Statement Account Carrying Amount Percentage of Note
Units/Shares Ownership Fair Value (Note 2)
(Note 1) (%)
The Ambassador Hotel Co., Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Same chairman/Entity with significant Financial assets at fair value through other comprehensive income, current 44,285,175 $2,249,687 8.50 $2,249,687
influence over the Company
Listed Stock/Kerry Tj Logistics Co., Limited - Financial assets at fair value through other comprehensive income, current 1,011,000 45,293 0.22 45,293
Listed Stock/CTBC Financial Holding Co.,Ltd. - Financial assets at fair value through other comprehensive income, current 33,000,000 650,100 0.17 650,100
Beneficiary Certificate/Genesis Capital Appreciation Fund - Financial assets at fair value through profit or loss, non-current 293,968 174,187 - 174,187
Beneficiary Certificate/Asian Value Fund - Financial assets at fair value through profit or loss, non-current 293,968 199,323 - 199,323
Beneficiary Certificate/Ivy Sun Moon Fund - Financial assets at fair value through profit or loss, non-current 291,192 182,056 - 182,056
Beneficiary Certificate/Caesar Balance Income Fund - Financial assets at fair value through profit or loss, non-current 297,072 120,952 - 120,952
Stock/Cheng Der Investment Corp. - Financial assets at fair value through other comprehensive income, non-current 2,600,000 44,954 8.70 44,954
Stock/Newkind Co., Ltd. - Financial assets at fair value through other comprehensive income, non-current 10,000 - 0.03 -
Stock/Charter Leisure Co., Ltd. Chairman of the company is a key Financial assets at fair value through other comprehensive income, non-current 900,000 11,448 18.00 11,448
management personnel of the Company
Stock/Taiwan Creative Industry Development Co., Ltd. - Financial assets at fair value through other comprehensive income, non-current 2,500,000 37,150 12.50 37,150
Stock/BaiNian International Technology Co., Ltd. - Financial assets at fair value through other comprehensive income, non-current 1,146 - 7.54 -
Stock/Hsinchu Golf Country Club Co., Ltd. Same chairman Financial assets at fair value through other comprehensive income, non-current 13 42,250 1.53 42,250
Stock/The Orient Linko Golf & Country Club - Financial assets at fair value through other comprehensive income, non-current 4 33,200 0.40 33,200
Stock/Global Securities Finance Corporation - Financial assets at fair value through other comprehensive income, non-current 16,318 163 0.09 163
Custom Investment Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Same chairman/Entity with significant Financial assets at fair value through other comprehensive income, current 3,730,000 189,484 0.72 189,484
influence over the Company
Stock/Chang Hong Investment Corp. - Financial assets at fair value through other comprehensive income, non-current 9,000,000 99,395 15.79 99,395
Stock/Xin He Investment Corp. - Financial assets at fair value through other comprehensive income, non-current 4,000,000 42,513 5.95 42,513
Ambassador Investment Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Same chairman/Entity with significant Financial assets at fair value through other comprehensive income, current 7,047,000 357,987 1.35 357,987
influence over the Company
Listed Stock/Shihlin Development Company Limited Director of the company is a key management Financial assets at fair value through other comprehensive income, current 5,781,850 65,913 4.24 65,913
personnel of the Company
Stock/Asia Pacific Technology–3 - Financial assets at fair value through other comprehensive income, non-current 700 - 1.67 -
Stock/Charter Leisure Co., Ltd. Chairman of the company is a key Financial assets at fair value through other comprehensive income, non-current 83,333 1,060 1.67 1,060
management personnel of the Company
Benz Investment Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Same chairman/Entity with significant Financial assets at fair value through other comprehensive income, current 10,083,000 512,216 1.94 512,216
influence over the Company
Listed Stock/Shihlin Development Company Limited Director of the company is a key management Financial assets at fair value through other comprehensive income, current 5,207,066 59,361 3.82 59,361
personnel of the Company
Stock/Asia Pacific Technology–2 - Financial assets at fair value through other comprehensive income, non-current 268,250 - 2.30 -
Stock/Cheng Der Investment Corp. - Financial assets at fair value through other comprehensive income, non-current 2,668,000 46,130 8.92 46,130
----- End of picture text -----
Note 1: For financial assets measured at fair value, the carrying aount should be the fair value deducted by the accumulated impairment loss. For financial assets not measured at fair value, the carrying aount should be the original cost or amortized cost deducted by the accumulated impairment loss. Note 2: If securities are restricted because of being used as collaterals, being pledged or other reasons, such restriction should be disclosed.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 2: Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20 percent of the capital stock
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----- Start of picture text -----
Type and Name of Securities Counter-Party Relationship Beginning Balance Acquisition Disposal Ending Balance
Company Name Financial Statement Account Carrying Gains
(Note 1) (Note 2) (Note 2) Shares Amount Shares Amount Shares Amount amount (Losses) Shares Amount Note
The Ambassador Hotel Co., Ltd. CTBC Financial Holding Co., Ltd. Financial assets at fair value through - - - - 33,000,000 $614,041 - - - - 33,000,000 $614,041
other comprehensive income, current
----- End of picture text -----
Note 1: Securities are stocks, bonds, beneficiary certificates and securities derived from the aforementioned items within the scope of IFRS 9 Financial Instruments. Note 2: Only securities accounted for using the equity method are required to disclose such information.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 3: Related party transactions for purchases and sales amounts exceeding the lower of NT$100 million or 20 percent of capital stock
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----- Start of picture text -----
Details of Abnormal
Transaction Details Transaction Notes/Accounts Receivables (Payables)
Company Name Counter-party Relationship Note
Purchases Amount Percentage of TotalPurchases Payment Unit price Payment Ending Balance Percentage of TotalNotes/Accounts
(Sales) Term Term
(Sales)(%) Receivables (Payables)(%)
The Ambassador Hotel Co., Ltd. Ambassador Premium Food Co., Ltd. Subsidiary Purchases $199,730 29.32 30 days NA NA $(23,794) 17.56 Note 1
Ambassador Premium Food Co., Ltd. The Ambassador Hotel Co., Ltd. Parent Company Sales (199,730) 100.00 30 days NA NA 23,794 100.00 Note 1
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Note 1: The amount was writed-off in the consolidated financial statements
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 4: business relationships and significant transactions between parent company and subsidiary
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----- Start of picture text -----
Intercompany Transactions
Number Company Name Counter-Party Relationship Percentage of
(Note 1) (Note 2) Financial Statement Account Amount Payment Term Total Sales
or Assets (Note 3)
0 The Ambassador Hotel Co., Ltd. Ambassador Premium Food Co., Ltd. 1 Food and beverage costs $199,730 Equivalent to general conditions 9.94%
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Note 1: The parent company and its subsidiaries do business with each other. Information shall be stated separately and numbered are as follows:
-
The parent company is 0.
-
Subsidiaries, sequentially numbered by Arabic numerals from 1.
Note 2: The related parties have the following three relationships:
-
Parent company to subsidiary.
-
Subsidiary to parent company.
-
Subsidiary to subsidiary.
Note 3: Amounts of balance sheet accounts are calculated as percentage of consolidated total assets; amounts of income statement accounts are calculated as percentage of consolidated total revenues. Note 4: Individual transaction amounts less than $10 million will not be disclosed; instead they will be disclosed as other assets or liabilities and income or expense , while the relative transactions will not be disclosed.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 5: Name, location and related information of investee (excluding investees in Mainland China)
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Oringnal InvestmentAmount Balance as of December 31, 2020 Net Income Investment Income
Investor Company Investee Company Location Main Businesses (Loss) of Note
Ending Beginning Shares Percentage of Carrying Investee (Loss) Recognized
balance balance Ownership Amount
The Ambassador Hotel Co., Ltd. Ambassador Premium Food Co., Ltd. Republic of China Wholesale of aquatic products, foods and groceries, etc. $48,700 $48,700 4,870,000 100.00% $57,038 $1,757 $1,757 Note 1
Benz Investment Ltd. Republic of China General investing 427,988 427,988 42,798,841 99.99% 957,533 19,877 19,877 Note 1
Custom Investment Ltd. Republic of China General investing 734,989 654,989 73,498,924 99.99% 1,156,903 13,810 13,810 Note 1
Ambassador Investment Ltd. Republic of China General investing 480,989 480,989 48,098,939 99.99% 803,840 14,887 14,887 Note 1
Qun Xin Properties Co., Ltd. Republic of China Hotels and motels 90,000 90,000 9,000,000 25.71% 58,953 (181,221) (47,792) Note 1
Cheng Der Investment Corp. Republic of China General investing 84,168 84,168 8,416,775 27.06% 130,987 6,890 2,176 Note 1
Yu Der Investment Corp. Republic of China General investing 121,270 121,270 12,127,000 22.50% 123,841 10,281 2,313 Note 1
Yeangder Safety Management Consulting Co., Ltd. Republic of China Investment consultancy 1,000 1,000 100,000 10.00% 885 (1,041) (104) Note 1
Ambassador Bakery Corp. Ltd. Republic of China Bakery food manufacturing 6,000 6,000 600,000 60.00% 7,060 1,618 971 Note 2
Ambassador Real Estate Development Co. Republic of China Real estate development and leasing 5,000 - 500,000 100.00% 5,300 300 300 Note 2
Custom Investment Ltd. Ambassador Property Management Co., Ltd. Republic of China Residence and buildings cleaning service 10,000 10,000 1,000,000 100.00% 18,038 294 294 Note 1
Custom Human Resources Management Ltd. Republic of China Manpower services and consultancy 1,000 1,000 100,000 100.00% 17,585 (57) (57) Note 2
De Hong Investment Corp. Republic of China General investing 250,000 210,000 25,000,000 17.36% 352,002 22,055 3,799 Note 1
Yu Hong Investment Corp. Republic of China General investing 310,000 270,000 31,000,000 17.51% 383,617 21,133 3,713 Note 1
Cheng Der Investment Corp. Republic of China General investing 14,000 14,000 1,400,000 4.50% 21,783 6,890 362 Note 1
Ambassador Investment Ltd. Yu Hong Investment Corp. Republic of China General investing 150,000 150,000 15,000,000 8.47% 185,564 21,133 1,783 Note 1
De Hong Investment Corp. Republic of China General investing 105,000 105,000 10,500,000 7.29% 147,817 22,055 1,621 Note 1
Cheng Der Investment Corp. Republic of China General investing 6,000 6,000 600,000 1.93% 9,342 6,890 155 Note 1
Yu Der Investment Corp. Republic of China General investing 7,000 7,000 700,000 1.30% 7,155 10,281 134 Note 1
Benz Investment Ltd. Yu Der Investment Corp. Republic of China General investing 73,000 73,000 7,300,000 13.54% 74,524 10,281 1,392 Note 1
De Hong Investment Corp. Republic of China General investing 95,000 95,000 9,500,000 6.60% 133,826 22,055 1,467 Note 1
Yu Hong Investment Corp. Republic of China General investing 80,000 80,000 8,000,000 4.52% 99,026 21,133 952 Note 1
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Note 1: Recognized in financial statements audited by the auditors.
Note 2: Recognized in financial statements had not been audited by the auditors.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Attachment 6: Information on major shareholders
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----- Start of picture text -----
Shares
Number of Shares Percentage of Ownership
Name of Major Shareholder
Shihlin Electric& Engineering Corporation 66,918,617 18.23%
HCT Logistics Co., Ltd. 28,157,000 7.67%
Xin He Investment Corp. 23,704,000 6.46%
De Hong Investment Corp. 23,580,000 6.42%
Jine De Sheng Co., Ltd. 20,512,000 5.59%
Yu Hong Investment Corp. 19,684,000 5.36%
----- End of picture text -----
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(1) The information of major shareholders presented in this table is provided by the Taiwan Depository & Clearing Corporation based on the number of ordinary shares and preferred shares held by shareholders with ownership of 5% or greater, that have been issued without physical registration (including treasury shares) by the Company as of the last business day for the current quarter. The share capital in the consolidated financial statements may differ from the actual number of shares that have been issued without physical registration because of different preparation basis.
-
(2) If a shareholder delivers the shareholdings to the trust, the above information will be disclosed by the individual truster who opened the trust account. For shareholders who declare insider shareholdings with ownership greater than 10% in accordance with the Security and Exchange Act, the shareholding
-
include shares held by shareholders and those delivered to the trust over which shareholders have rights to determine the use of trust property. For information relating to insider shareholding declaration, please refer to Market Observation Post System.
-
278 -
VI. Financial difficulties encountered by the Company and/or its affiliates in the recent year and as of the publication date of the annual report, and its impact on the Company’s financial status:
Not applicable. The Company and its affiliates had not encountered with any financial difficulties.
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VII. Review and Analysis of Financial Status and Performance and Risk Management
I. Analysis of Financial Status
Unit : NT$ thousands
| Unit:NT$ thousands | Unit:NT$ thousands | |||
|---|---|---|---|---|
| Year Item |
2020 |
2019 | Discretion | |
| Amount | % | |||
| Current assets | 4,784,472 | 3,924,832 | 859,640 | 21.90 |
| Property, plant, and equipment | 5,416,725 | 5,429,318 | (12,593) | (0.23) |
| Noncurrent assets | 3,095,097 | 2,815,544 | 279,553 | 9.93 |
| Totalassets | 13,296,294 | 12,169,694 | 1,126,600 | 9.26 |
| Currentliabilities | 1,880,778 | 1,182,932 | 697,846 | 58.99 |
| Noncurrentliabilities | 236,437 | 312,713 | (76,276) | (24.39) |
| Total liabilities | 2,117,215 | 1,495,645 | 621,570 | 41.56 |
| Shareholder’s equity attributable to parent company |
||||
| Capitalstock | 3,669,234 | 3,669,234 | 0 | 0.00 |
| Capitalsurplus | 2,932,131 | 2,932,076 | 55 | 0.00 |
| Retailed earnings | 2,803,782 | 2,771,649 | 32,133 | 1.16 |
| Otherequity | 1,769,225 | 1,296,510 | 472,715 | 36.46 |
| Non-controllingInterest | 4,707 | 4,580 | 127 | 2.77 |
| Total equities | 11,179,079 | 10,674,049 | 505,030 | 4.73 |
Note: The ratio of increase or decrease is less than 20%, the analysis can be exempted
Analysis and explanation of the increase and decrease ratio:
-
Current assets: Mainly due to the increase in financial assets measured at fair value through other comprehensive gains and losses-current.
-
Current liabilities: mainly due to the increase in short-term borrowings.
-
Non-current liabilities: mainly due to the transfer of part of long-term borrowings to current liabilities due within one year.
-
Total liabilities: mainly due to the increase in short-term borrowings.
-
Other equity: Mainly due to the increase in unrealized appraisal gains and losses of financial assets measured at fair value through other comprehensive gains and losses compared with last year.
-
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II. Financial Performance
(1) Comparison and Analysis of Financial Performance in the last two years
| II. Financial Performance (1) Comparison and Analysis of Financial Performance in the last two years |
II. Financial Performance (1) Comparison and Analysis of Financial Performance in the last two years |
II. Financial Performance (1) Comparison and Analysis of Financial Performance in the last two years |
II. Financial Performance (1) Comparison and Analysis of Financial Performance in the last two years |
II. Financial Performance (1) Comparison and Analysis of Financial Performance in the last two years |
|---|---|---|---|---|
| Unit:NT$ thousands | ||||
| Year Item |
2020 |
2019 | Amount Increase (decrease) |
Ratio (%) |
| Net Operatingincome | 2,008,699 | 2,915,703 | (907,004) | (31.11) |
| OperatingCost | 1,541,512 | 1,788,188 | (246,676) | (13.79) |
| Grossprofit | 467,187 | 1,127,515 | (660,328) | (58.56) |
| OperatingExpenses | 743,198 | 937,373 | (194,175) | (20.71) |
| Operating profit(loss) | (276,011) | 190,142 | (466,153) | (245.16) |
| Non-Operatingincome and expense | 281,245 | 232,668 | 48,577 | 20.88 |
| Net income before tax | 5,234 | 422,810 | (417,576) | (98.76) |
| Tax expense | 1,979 | 40,461 | (38,482) | (95.11) |
| Net income | 3,255 | 382,349 | (379,094) | (99.15) |
| Other comprehensiveprofit and loss | 489,682 | 481,435 | 8,247 | 1.71 |
| Total comprehensiveprofit and loss | 492,937 | 863,784 | (370,847) | (42.93) |
Note: The ratio of increase or decrease is less than 20%, the analysis can be exempted . Analysis and explanation of the increase and decrease ratio:
-
Net operating income: mainly due to the impact of the COVID-19 epidemic, which led to a decrease in operating income.
-
Operating margin: mainly due to the impact of the COVID-19 epidemic, which led to a decrease in operating margin
-
Operating expenses: Mainly due to the impact of the COVID-19 epidemic, the company implemented throttling measures, which led to a reduction in operating expenses
-
Operating loss: mainly due to the impact of the COVID-19 epidemic, resulting in operating loss in 2020
-
Non-operating income and expenditure: Mainly due to the impact of the COVID-19 epidemic, the government provided relevant relief subsidy programs, which were recognized under other income, resulting in an increase in non-operating income and expenditure compared to the previous year.
-
Net profit before tax: Mainly due to the impact of the COVID-19 epidemic, the net profit before tax decreased.
-
Income tax expense: Mainly due to the decrease in profit, the income tax expense was also reduced.
-
Net profit for the current period: Based on the above reasons, the net profit for the current period has fallen by 99.15% compared with last year.
-
Total comprehensive profit and loss for the current period: mainly due to the decrease in net profit for the current period.
(2) For the possible impact and response plans of expected sales volume and reference on the future financial operations of the company, please refer to Page 3~5.
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III. Cash Flow
(1) 2020 Cash Flow Analysis:
Unit:NT$ thousands
| Unit:NT$ thousands | Unit:NT$ thousands | ||||
|---|---|---|---|---|---|
| Balance of cash-beginning |
Net Cash Inflows from Operating Activities all year round |
Cash outflow over the year |
Cash Surplus (Deficit) |
Remedyfor Deficit in Cash | |
| Investment Plan |
Financing Plan |
||||
| 573,450 | 70,795 | (209,278) | 434,967 | ― | ― |
(2) Analysis and explanation of cash flow changes in recent years
Unit:NT$ thousands
| Item | 2020 | 2019 | Amount | % |
|---|---|---|---|---|
| Operating activities | $ 70,795 | $ 439,348 | (368,553) | (83.89) |
| Investing activities | (874,750) | (317,183) | (557,567) | 175.79 |
| Financing activities | 665,472 | (139,232) | 804,704 | (577.96) |
| Note: The ratio of increase or decrease is less than | 20%, the analysis | can be exempted . |
Analysis and explanation of the increase and decrease ratio: Operating activities: Mainly due to the decrease in net profit before tax in 2020
Investing activities: mainly due to the acquisition of financial assets measured at fair value through other comprehensive gains and losses in 2020.
Financing activities: mainly due to the increase in short-term borrowings in 2020.
(3) Remedial measures for insufficient cash and liquidity analysis:
The company has no shortage of cash liquidity, so it is not applicable
(4) Analysis of cash liquidity in the coming year
Unit:NT$ thousands
| Balance of cash-beginning |
Net Cash Inflows from Operating Activities all year round is expected |
Expect Cash outflow over the year |
Expected Cash Surplus (Deficit) |
Expected Remedy for Deficit in Cash |
Expected Remedy for Deficit in Cash |
|---|---|---|---|---|---|
| Investment Plan |
Financing Plan |
||||
| 434,967 | 68,071 | (161,789) | 341,249 | ─ | ─ |
Operating activities: Due to the slight easing of the new crown pneumonia, it is estimated that 2021 of operating activities will generate net cash inflows.
Investment and financing activities: mainly estimated cash outflows from house decoration and asset purchases.
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IV. The Effect upon Financial Operations of Any Major Capital Expenditures in the Most Recent Years
(1) Major Capital Expenditure Items and Source of Capital :
Unit : NT$ thousands
| Project Items | Actual or Planned Source of Capital |
Actual or Planned Date of Completion |
Total Amount of Funds Needed |
Actual or Expected Capital Expenditure |
Actual or Expected Capital Expenditure |
|---|---|---|---|---|---|
| 2021 | 2022 | ||||
| Renovation Project of Fubon LiaoningBuilding |
Own Funds, Loans |
2022 | 60,000 | 30,000 | 30,000 |
(2) Anticipated benefits
-
The anticipated increase in production, sales, and gross profit: N/A.
-
Other benefits (such as product quality, pollution prevention, cost reduction, etc.)
Renovation Project of Fubon Liaoning Building
In response to the 2022 reconstruction program officially started, A CUT Steakhouse and Sichuan restaurant, cantonese restaurant migrate temporarily to Fubon Liaoning building, continuing to provide classic delicious, so the renovation project will be carried out.
V. Reinvestment policy in the most recent year, the main reason for its profit or loss, improvement plan and investment plan for the next year:
-
(1) The reinvestment policy in the most recent year, the main reason for its profit or loss, and the improvement plan: please refer to pages 79~80 and 204 of the annual report.
-
(2) Investment plan for the next year: In response to the government's tourism promotion policies, the domestic and international tourism market continue to be optimistic. Plus the Linkou Bakery has been favored by young people after its opening. Therefore, the company will continue to seek suitable investment targets, hoping to create greater profits for the company.
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VI. Risk Assessment:
(1) Organizational structure of risk management
The risk management framework is centrally managed and implemented hierarchically based on the nature of the business and risk types, and the risk points are controlled and checked by the audit department.
The risk management organization is as follows:
| Dept. in charge | Risk type | Risk point |
|---|---|---|
| CEO Office | Strategic and operational risks |
Responsible for the formulation of the company's business strategies and the evaluation of operatingefficiency. |
| COO Office | Responsible for the decision-making management and operation strategy as well as the research and development of new business investment. |
|
| Catering Business Unit |
Responsible for the research and development of innovative catering products. |
|
| Human Resource Division |
Responsible for the formulation, implementation and evaluation of the HR policies and procedures as well as talent managementprocess.。 |
|
| Finance Division | Financial risk Credit risk Liquidity risk |
Responsible for the capital management, the stock affairs and the consolidation of the management reports to guarantee the reliability of financial reporting as well as to make sure the business operation is fully compliant with regulations. |
| Guest Room Business Unit |
Marketing risk | Responsible for the formulation of marketing strategies, product mix andpromotion |
| IT Center | Information securityrisk |
Responsible for the network management, system development and maintenance and information security. |
| Occupational Safety and Health Dept. |
Labor safety risks |
Formulate occupational disaster prevention plans, and guide each branch center to implement labor safety and health management. |
(2) In the most recent year and as of the publication date of the annual report, the impact on the company's profit due to the changes of interest rate, exchange rate, and inflation, as well as the action plans:
a. The impact of interest rate changes
The short-term and long-term loans undertaken by the company are debts with floating interest rates. Therefore, changes in market interest rates will cause the effective interest rates of short-term and long-term loans to fluctuate, which will cause future cash flows to fluctuate. When the market interest rate increases/decreases by ten basis points, it will increase/decrease the cash outflow of the company by approximately NT$1,040 thousands in the coming year. The Group will continue to maintain good relationships with banks, obtain preferential loan conditions, and minimize the risk of interest rate fluctuations.
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The impact of exchange rate changes
The relative depreciation of the New Taiwan Dollar will help foreign tourists to travel to Taiwan, and it will also benefit the domestic tourism market due to the relative increase costs of travel abroad. Therefore, the relative depreciation of the New Taiwan Dollar will help the business growth; vice versa. The Group has set up a dedicated department to regularly review exchange rate changes in order to formulate corresponding action plans
- Inflation
Under the pressure of rising prices, the Group established subsidiaries for procurement integration to reduce purchase costs in response to inflation.
- 4.Market risk
The company's market risk is the risk of financial instruments that fluctuate in their fair value or cash flow due to changes in market prices. Market risks mainly include exchange rate risk, interest rate risk and other price risks (such as equity instruments). In practice, a single change of a single risk factor rarely occurs, and the changes of each risk factor are usually mutual related. The company has formulated relevant policies to respond to each risk.
- Credit risk
Credit risk refers to the risk that the counterparty cannot fulfill the obligations set out in the contract and will result in financial losses. The credit risk of the company is due to business activities (mainly accounts and notes receivable) and financial activities (mainly bank deposits and various financial instruments).
The customer base is diversified, and the credit concentration risk of receivables is relatively insignificant.
The Finance Department manages the credit risk of bank deposits and other financial instruments in accordance with the company’s policies. Since the company's trading partners are determined by internal control procedures, they are creditworthy banks and investment-grade financial institutions, corporate organizations, and government agencies. There are no major performance concerns and therefore no major credit risks.
- Liquidity risk
The company's working capital is sufficient to support the business, so there is no liquidity risk due to the inability to raise funds to fulfill contractual obligations. The equity products and other long-term investments invested by the company (for the club membership) have no active market, so they are expected to have liquidity risks. Through diversified investment and setting limits for single and overall investments, they are regularly assessed by leadership team and submit it to the board of directors for review or approval to manage risks.
- Strategic and operational risks
In accordance with the organizational structure of risk management, the CEO office, COO office, catering business group and human resources department carry out strategic and operational risk control.
8. Financial risk
The financial department manages financial risks, responsible for the capital management, stock matters and the consolidation of various management reports to achieve the
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reliability of financial reporting, and adopting various corresponding measures in accordance with relevant laws, regulations, and policies.
(3) In the most recent year and as of the publication date of the annual report, the status of policies for engaging in high-risk, high-leverage investments, fund lending to others, endorsements and derivatives transactions, the main reasons for profit or loss, and future countermeasures:
The company does not engage in high-risk and high-leverage investment activities. It has established "funds lending to others operating procedures", "endorsement operating procedures" and "engaged in derivative financial product transaction processing procedures" and abides by the above operating procedures. Currently, there is no risk in which funds are loaned to others, endorsed by others, or engaged in derivative financial products.
(4) Future R&D plans and estimated R&D expenses:
Not applicable due to industry characteristics.
(5) In the most recent year and as of the publication date of the annual report, the impact of major political and regulation changes on the company's business and corresponding measures:
-
The Financial Supervision and Administration Commission of the Executive Yuan announced on May 14, 2009 that listed companies should prepare financial reports in accordance with IFRS (International Financial Reporting Standards and important accounting standards) since 2013, and the Group has implemented it in accordance with relevant regulations. For the consolidated financial statements and individual financial statements of the Year 2019, please refer to page 103~107 and 175~179.
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In accordance with the regulations of the Taiwan Stock Exchange's "Methods for the Preparation and Filing of Corporate Social Responsibility Reports by Listed Companies" and the requirements of the regulatory mail No. 1030024645 dated November 25, 103, the company in food industry and it’s catering revenue accounted for 50% of the total revenue and those companies in financial and insurance industries, chemical industries, and listed companies with a share capital of more than NT$10 billion, should submit the “Corporate Social Responsibilities Report” every year, with reference to the latest edition of the Sustainability Reporting Guidelines, Industry Supplementary Guidelines and Supplementary Guidelines issued by the Global Sustainability Reporting Association (GRI). For listed companies in food industry and catering revenue accounted for more than 50% of total revenue, their corporate social responsibility report should obtain an opinion issued by an accountant. In response to the requirements of the competent authority, the company has established a "Corporate Social Responsibility Committee" to take charge of related matters. Currently, the "Corporate Social Responsibility Report of the year 2019" was issued in September 2020, and it has been approved by the Ernst & Young Accounting Firm in accordance with the consortium. The "Confirmation Standard Bulletin No. 1" issued by the Accounting Research and Development Foundation in Taiwan (ARDF), issued a conviction report, which was also announced on the company's official website. (http://investor.ambassador-hotels.com/report/2019Amb-CSRReport.pdf)
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(6) In the most recent year and as of the publication date of the annual report, the impact of technologic changes on the company's business and corresponding measures:
In recent years, the government has implemented various tourism policies, and many companies have rushed into the tourism industry. In addition to stimulating the vigorous development and competition of the tourism industry, it also stimulates the industrial environment and revitalizes the market. In response to this competitive market, the company has actively carried out organizational changes and talent development to improve the service quality of the company in response to the fierce competitive environment.
(7) In the most recent year and as of the publication date of the annual report, the impact of changes in corporate image on corporate crisis management and countermeasures:
To feedback to society, the company donates Yangde Group scholarships to many public welfare organizations every year, which can not only subsidize students from the poor families, but also cultivate talents in the tourism industry. The company continued to promote various charity activities in 2020 to expand the scope of social care. In recent years, the company has remained sound corporate image, and there is no any risk.
-
(8) In the most recent year and as of the publication date of the annual report, expected benefits, and possible risks of mergers and acquisitions as well as countermeasures : No applicable.
-
(9) In the most recent year and as of the date of publication of the annual report, the expected benefits, possible risks and corresponding measures of the expansion of the plant: No applicable.
-
(10) In the most recent year and as of the publication date of the annual report, the risks due to the purchase or sales concentration and the corresponding measures: The company's purchase and sales channels are stable, and there is no risk of excessive concentration .
-
(11) Directors, supervisors, or major shareholders holding more than 10% of the shares, the impact, risks and countermeasures of a large number of transfers or replacements of equity on the company: No applicable.
-
(12) The impact, risks and countermeasures of the change of leadership team on the company: No applicable.
-
(13) Major litigation or non-litigation events whose results may have a significant impact on shareholders' equity or securities prices: No applicable .
(14) Other risk and countermeasures
Food safety and new viruses , such as the new coronavirus, SARS, bird flu, H1N1 and H7N9, etc., are potential risks for the hotel industry. Since the outbreak of the new coronavirus epidemic, the government has implemented border controls and foreign tourists have plummeted, which has had a huge impact on the hotel industry. The company has established
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a crisis management team to carefully manage the risk. The company continues to obtain HACCP certification (Hazard Analysis and Critical Control Points) from the Department of Health every year, which represents a high degree of recognition in terms of food hygiene and safety and quality control, and has set up laboratories in accordance with government regulations in 2016 , Taking preventive measures to control food management in compliance with hygienic standards, and in the future, will continue to strive to strictly control food safety for consumers.
VII. Other critical issue: None.
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VIII. Special Disclosure
I. Affiliated Companies
1. Affiliates Consolidated Business Report
- (1) Organizational chart of affiliations (Preparation base date: Dec. 31, 2020)
==> picture [412 x 403] intentionally omitted <==
----- Start of picture text -----
Ambassador Investment Co., Ltd.
(Shareholding Ratio 99.99 % )
Benz Investment Corp.
(Shareholding Ratio 99.99 % )
Custom Investment Co., Ltd..
(Shareholding Ratio 99.99 % )
Custom Management Consulting Co.,
Ltd. (Note)
The Ambassador Hotel Co., Ltd. Custom Investment Co., Ltd.
Shareholding ratio 100%
Custom Human Resources
Management Ltd.
Custom Investment Co., Ltd.
Shareholding ratio 100%
Ambassador Premium Food Co., Ltd.
(Shareholding Ratio 100 % )
Ambassador Bakery Corp. Ltd.
(Shareholding Ratio 60 % )
Ambassador Real Estate Development Co., Ltd.
(Shareholding Ratio 100 % )
----- End of picture text -----
( Note ) Ambassador Property Management Co., Ltd. changed its name to Custom Management Consulting Co., Ltd. on January 4, 2021.
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(2) The basic information of affiliated companies
Unit: NTD thousands
| Unit: NTD thousands | ||||
|---|---|---|---|---|
| Name of Company | Date of incorporation |
Address | Paid-in capital |
Main Business Items |
| Ambassador Investment Co., Ltd. |
1998.07.10 | 14F., No. 88, Sec. 6, Zhongshan N. Rd., Shilin Dist., Taipei City, Taiwan(R.O.C.) |
481,000 | Investment |
| Benz Investment Corp. |
1998.07.18 | 14F., No. 88, Sec. 6, Zhongshan N. Rd., Shilin Dist., Taipei City, Taiwan(R.O.C.) |
428,000 | Investment |
| Custom Investment Co., Ltd. |
2000.12.14 | 14F., No. 88, Sec. 6, Zhongshan N. Rd., Shilin Dist., Taipei City, Taiwan(R.O.C.) |
735,000 | Investment |
| Custom Human Resources Management Ltd. |
2003.11.11 | 2F., No. 9, Ln. 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist.,Taipei City,Taiwan(R.O.C.) |
1,000 | Manpower dispatch and corporate management |
| Custom Management Consulting Co., Ltd.(Note 5) |
2003.11.11 | 2F., No. 9, Ln. 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.) |
10,000 | Residential and building cleaning services Building Management Service |
| Ambassador Premium Food Co., Ltd. |
2009.08.31 | 2F., No. 9, Ln. 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist.,Taipei City,Taiwan(R.O.C.) |
48,700 | Trading of fresh and dried aquatic products and food wholesale related business |
| Ambassador Bakery Corp. Ltd. |
2017.04.21 |
No. 4, Ln. 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City,Taiwan(R.O.C.) |
10,000 | Baking and steaming food manufacturing industry |
| Ambassador Real Estate Development Co.,Ltd. |
2020.06.02 | 2F., No. 9, Ln. 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist.,Taipei City,Taiwan(R.O.C.) |
5,000 | Real estate development, lease and sale |
Note 1 : All related companies, regardless of size, have been exposed.
Note 2 : If each affiliate has a factory and the sales value of the factory’s products exceeds 10% of the operating income of the controlling company, the name of the factory, date of establishment, address and the main production items of the factory shall be added.
Note 3 : If the affiliate is a foreign company, the name and address of the company are expressed in English, the date of establishment is also expressed in AD dates, and the amount of paid-in capital is expressed in foreign currencies (and the exchange rate on the date of the statement shall be added).
Note 4 : It is to fill in the data as of the printing date of the annual report.
Note 5 : Ambassador Property Management Co., Ltd. changed its name to Custom Management Consulting Co., Ltd. on January 4, 2021.
-
(3) Shareholders concluded as the existence of the controlling and subordinate company relation: None.
-
(4) Industries covered by all the affiliates
-
(a) The businesses operated by the company and its affiliated companies include tourist hotel industry, general investment industry, manpower dispatch industry, house leasing,
-
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construction of public construction, new town development and building management
services, real estate development in the hotel industry , Fresh food wholesale and engineering installation design, etc.
- (b) Division of main business:
Custom Human Resources Management Ltd.:
It is composed of senior executives from domestic and foreign majors, and is assigned to each of the company's hotels.
Custom Management Consulting Co., Ltd.:
It is responsible for the cleaning services inside and outside the buildings of the company and building management services.
Ambassador Premium Food Co., Ltd.:
It is a business related to the trading of fresh and dried aquatic products and food wholesale.
Ambassador Bakery Corp. Ltd.:
It is engaged in the manufacture of baked and steamed food.
Ambassador Real Estate Development Co., Ltd..:
It is engaged in the development, lease and sale of real estate.
Custom Human Resources Management Ltd.:
The department is composed of senior executives from domestic and foreign majors, who are assigned to posts in the company's halls.
Custom Management Consulting Co., Ltd.:
Responsible for the cleaning services and building management services inside and outside the company's buildings
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(5) The profiles of Directors, Supervisors and Chairman of affiliates.
Unit: share ; %
| Name of Company | Job Title | Name or Legal Representative | Shares | Shares |
|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
|||
| Ambassador Investment Co., Ltd. |
Legal Representative of The Ambassador Hotel Co.,Ltd. |
48,098,939 | 99.99% | |
| Chairman | Zhao,Jie-Yun | |||
| Director | Bi,Jhong-Jing | |||
| Director | He,Jhong-Ren | |||
| Supervisor | Lee,Ying-Chu | 0 | - | |
| Benz Investment Corp. | Legal Representative of The Ambassador Hotel Co.,Ltd. |
42,798,841 | 99.99% | |
| Chairman | Zhao,Jie-Yun | |||
| Director | Bi,Jhong-Jing | |||
| Director | He,Jhong-Ren | |||
| Supervisor | Lee,Ying-Chu | 0 | - | |
| Custom Investment Co., Ltd. |
Legal Representative of The Ambassador Hotel Co.,Ltd. |
73,498,924 | 99.99% | |
| Chairman | Zhao,Jie-Yun | |||
| Director | Bi,Jhong-Jing | |||
| Director | He,Jhong-Ren | |||
| Supervisor | Lee,Ying-Chu | 0 | - | |
| Custom Human Resources Management Ltd. |
Legal Representative of Custom Investment Co.,Ltd. |
100,000 | 100.00% | |
| Chairman | Emmet Hsu | |||
| Director | Li,Chang-Lin | |||
| Director | Lin,Xing-Guo | |||
| Director | Li,Wei-Yi | |||
| Director | Guo,Ci-Syuan | |||
| Supervisor | Wang,Zai-Jheng | 0 | - | |
| GM | Li,Chang-Lin | |||
| Custom Management Consulting Co., Ltd. (Note 5) |
Legal Representative of Custom Investment Co.,Ltd. |
1,000,000 | 100.00% | |
| Chairman | Li,Wei-Yi | |||
| Director | He,Jhong-Ren | |||
| Director | Liou,Jheng-Hong | |||
| Supervisor | Lin,Rong-Bin | 0 | - | |
| Ambassador Premium Food Co., Ltd. |
Legal Representative of The Ambassador Hotel Co.,Ltd. |
4,870,000 | 100.00% | |
| Chairman | Li,Yuan-Ci | |||
| Director | Lin,Xing-Guo | |||
| Director | Li,Wei-Yi | |||
| Director | Lin,Jian-Long | |||
| Supervisor | He,Jhong-Ren | 0 | - |
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| Name of Company | Job Title | Name or Legal Representative | Shares | Shares |
|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
|||
| Ambassador Bakery Corp. Ltd. |
Legal Representative of The Ambassador Hotel Co.,Ltd. |
600,000 | 60.00% | |
| Chairman | Li,Yuan-Ci | |||
| Director | Lin,Xing-Guo | |||
| Director | Lin,Jian-Long | |||
| Supervisor | Liu,Yu-Chen | 30,000 | 3% | |
| Ambassador Real Estate Development Co., Ltd. |
Legal Representative of The Ambassador HotelCo.,Ltd. |
500,000 | 100% | |
| Chairman | Lin,Xing-Guo | |||
| Director | Li,Yuan-Ci | |||
| Director | Li, Wei-Yi | |||
| Supervisor | Lee,Ying-Chu | 0 | - |
-
Note 1: If the affiliated company is a foreign company, list the position equivalent
-
Note 2: If the invested company is a company limited by shares, fill in the number of shares and shareholding ratio, and fill in the amount of capital contribution and the ratio of capital contribution and indicate otherwise
-
Note 3: When Director and Supervisor are legal persons, the relevant information of the representative shall be disclosed separately
-
Note 4: Fill in the data as of the printing date of the annual report
-
Note 5: Ambassador Property Management Co., Ltd. changed its name to Custom Management Consulting Co., Ltd. on January 4, 2021.
-
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(6) Overview of affiliates operation:
Unit: NTD thousands
| Name of Company |
Paid-in capital |
Total assets |
Total liabilities |
Net value | Operating revenue |
Operating profit |
Net income | EPS (after Tax) |
|---|---|---|---|---|---|---|---|---|
| Ambassador Investment Co., Ltd. |
481,000 |
804,110 | 270 | 803,840 | 15,087 | 14,889 | 14,887 |
0.31 |
| Benz Investment Corp. |
428,000 | 958,372 | 839 | 957,533 | 20,076 | 19,883 |
19,877 | 0.46 |
| Custom Investment Co., Ltd. |
735,000 |
1,157,195 | 292 | 1,156,903 | 14,233 |
13,833 |
13,810 |
0.19 |
| Custom Human Resources Management Ltd. |
1,000 |
19,917 | 2,333 | 17,584 |
3,417 |
(118) |
(57) |
(0.57) |
| Custom Management Consulting Co., Ltd. |
10,000 |
20,049 | 2,011 |
18,038 |
13,527 |
177 | 294 | 0.29 |
| Ambassador Premium Food Co., Ltd. |
48,700 | 99,802 | 42,764 | 57,038 | 199,730 | 2,515 | 1,757 | 0.36 |
| Ambassador Bakery Corp. Ltd. |
10,000 | 13,131 | 1,363 | 11,768 | 13,364 | 1,908 | 1,618 | 1.62 |
| Ambassador Real Estate Development Co.,Ltd |
5,000 | 6,780 | 1,480 | 5,300 | 5,490 | 374 | 300 | 0.60 |
Note 1: All affiliated companies, regardless of their size, should be exposed.
Note 2: If the affiliated company is a foreign company, the relevant figures are shown in Taiwan dollars at the exchange rate on the reporting date
Note 3: All affiliated companies are financial information prepared in accordance with the Financial Accounting Standards and generally accepted accounting principles in the Commercial Accounting Law and Commercial Accounting Standards
Note 4: It is to fill in the financial information for 2020.
2. Consolidated financial statement of affiliates: Please refer to P.101-P.105.
3. Information on endorsements and guarantees of affiliated companies, fund loans to others, and transactions of derivative financial products:
-
Endorsement guarantee for others: None.
-
Loan funds to others: None.
-
Engaged in derivative financial product transactions: None
4. Affiliate Report: N/A
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II. Private placement of securities over past year and up to the date of publication of the annual report: N/A
III. Status of company stock held or disposed of by subsidiaries over past year and up to the date of publication of the annual report: N/A
VI. Any matters of material significance that could have affected shareholder equity or securities price last year and up to the date of publication of the annual report, pursuant to the regulation of article 36-3-2 of securities laws: N/A
V. Evaluation basis and method of asset and liability evaluation
(1) Allowance for bad debts
Guest room income is collected by cash and credit card accounting for about 50%. For the travel agencies and airlines that have long-term cooperation with the company, they will sign the bill first and the payment is usually collected later. Catering income is cash and credit card accounting for about 80%. Well-known companies sign the bill first and the payment is collected later. The trading conditions between the company and customers are determined after comprehensive consideration of the customers' financial status, operating status, sales capacity and historical transactions. Regarding the allowance for bad debts policy, the company made allowances for bad debts at the end of June and December at 2% of the receivables. The company also evaluated the possibility of collection of payment based on the aging of accounts receivable, and carefully evaluates its business, debt and operating status, and set aside allowance for bad debts if there are any abnormalities.
(2) Allowance for reduction of inventory to market
The inventory turnover days of the fresh products can be eliminated in about 3 days; the inventory turnover days of general items is about 15 days, so the company has no loss of inventory depreciation.
(3) Financial assets and liabilities measurement
Measured quarterly in accordance with International Accounting Standard No. 9 "Financial Instruments".
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VI. Key performance indicators of industry differentiation (KPI)
| Year Branch |
Housing Rate |
Housing Rate |
Average House Price | Average House Price |
|---|---|---|---|---|
| 2020 | 2020 Budget (KPI target) |
2020 | 2020 Budget (KPI target) |
|
| Taipei Branch | 21.6% | 81.3% | 2,670 | 3,711 |
| Hsinchu Branch | 38.3% | 74.9% | 2,735 | 3,033 |
| Kaohsiung Branch | 52.8% | 81.2% | 2,082 | 2,045 |
VII. Adopt hedge accounting and its objectives and methods: N/A
VIII. Procedures for handling important internal information
The company has clearly defined the internal major information processing operating procedures, and announced on the company's website:
https://www.ambassador-hotels.com/, please refer to the company website for details.
IX. Other matters that require additional description: N/A
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==> picture [128 x 191] intentionally omitted <==
The Ambassador Hotel Co., Ltd.
Chairman Emmet Hsu
==> picture [45 x 45] intentionally omitted <==
Notice to readers
This 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 version and Chinese version, the Chinese version shall prevail.