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AMBH Annual Report 2022

Jun 26, 2023

52183_rns_2023-06-26_ffca8f9a-2b52-4a08-99a5-e101b2cbacc0.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 TAIPEIHSINCHUKAOHSIUNG

~~2022~~ 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 09, 2023

Post system/ https://mops.twse.com.tw

Company Webside / https://www.ambassador-hotels.com

[Lin, Hsin-Kuo ] S p o k e s p e r s o n :[Chief Adviser/] Tel : (02)2100-2100 #2826

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]

H e a d q u a r t e r :[2F, No. 9, Lane 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., ] Taipei City Liaoning Restaurant : 2F, No. 177, Liaoning St., Taipei City : Direct dial extension phone : (02)2100-2100 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

[ The Transfer Agency Department ] of Chinatrust Commercial Bank Stock Transfer Agent : 5F, 83, Sec. 1, Chung-Ching S. Rd., Taipei City Tel : (02) 6636-5566 W e b s i t e : https://www.ctbcbank.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 : https://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

Ⅰ. Date of Incorporation ................................................................................................... 6 Ⅱ. Location ....................................................................................................................... 6 Ⅲ. Company History ....................................................................................................... 6

III. Corporate Governance Report

Ⅰ. Organizational System ................................................................................................. 10 Ⅱ. 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 Ⅲ. The state of the company's implementation of corporate governance ......................... 33 Ⅳ. Information on CPA professional fee ........................................................................... 73 Ⅴ. CPA Replacement Information In The Recent Two Years ........................................... 74 Ⅵ. 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 ...... 74 Ⅶ. 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 ........................................................... 74 Ⅷ. Information on the top ten shareholders who are related to each other or are spouses or relatives within the second degree of kinship ............................................ 75 Ⅺ. 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. ........................................................................... .76

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) ................................. 77 Ⅱ. The Implementation of the Company's Capital Allocation Plans ................................ 81

V. Operations Overview

Ⅰ. Operation Content ....................................................................................................... 82 Ⅱ. Overview of Markets, Production and Sales ............................................................... 87 Ⅲ. Empolyee .................................................................................................................... 91 Ⅳ. Environmental Protection Expenditure ....................................................................... 91 Ⅴ. Labor Relations ........................................................................................................... 92 Ⅵ. Safety Management of Information and Communication Technology ....................... 95 Ⅶ. Important Contracts .................................................................................................... 99 VI. Financial Information Ⅰ. Consolidated Balance Sheet and Income Statement for the Last Five Fiscal Years ... 100 Ⅱ. Financial analysis for the last five years ..................................................................... 104 Ⅲ. Audit Committee’s Report for the Most Recent Year ................................................. 108 Ⅳ. The audited consolidated financial statements of 2022 .............................................. 109 Ⅴ. The audited standalone financial statements of 2022 ................................................. 199 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 ................................................................................... 282 VII. Review and Analysis of Financial Status and Performance and Risk Management Ⅰ. Analysis of Financial Status ....................................................................................... 283 Ⅱ. Financial Performance ................................................................................................ 284 Ⅲ. Cash Flow ................................................................................................................... 285 Ⅳ. The impact of major capital expenditures in the most recent fiscal year on financial operations ..................................................................................................... 286 Ⅴ 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 ............................................................................................................................. 286 Ⅵ. Risks Assessment ........................................................................................................ 287 Ⅶ. Other major matters .................................................................................................... 291 VIII. Special Disclosure Ⅰ. Affiliated Companies .................................................................................................. 292 Ⅱ. Private placement of securities over past year and up to the date of publication of the annual report ......................................................................................................... 298 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 ............................................................ 298

Ⅳ. 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.................................... 298 Ⅴ. Evaluation basis and method of asset and liability evaluation ................................... 298 Ⅵ. Key performance indicators of industry differentiation (KPI) ................................. 299 Ⅶ. Adopt hedge accounting and its objectives and methods ........................................... 299 Ⅷ. Procedures for handling important internal information ............................................ 299 XI. Other matters that require additional description ....................................................... 299

I. Report to Shareholders

I. Dedication

Dear shareholders, ladies, and sirs:

In 2022, the COVID-19 pandemic greatly impacted the business of THE AMBASSADOR HOTEL . However, as the situation improved, people in Taiwan have adapted to living with the pandemic, and the government has loosened its border control measures. This has helped to boost the overall occupancy rate of hotels and revive the domestic food and beverage market. Additionally, in order to revitalize the assets of the Company and increase the value, THE AMBASSADOR HOTEL has transitioned to a light-asset management model. In the second quarter of 2022, THE AMBASSADOR HOTEL Hsinchu completed a sale-andleaseback transaction. While the renovation and reconstruction of THE AMBASSADOR HOTEL Taipei started at the end of the year. The Taipei restaurants has been smoothly relocated to the Liaoning Restaurant to optimize operations. THE AMBASSADOR HOTEL Kaohsiung continued its operations until the end of January 2023, the cooperation and development projects are being accelerated. In the future, THE AMBASSADOR HOTEL will present itself with a brand-new image. Despite the challenges posed by the pandemic in the past three years, the Company is undergoing a transformation process with the support and encouragement of the Directors and shareholders. The Company will continue to work hard to create a new era for THE AMBASSADOR HOTEL .

Looking forward to 2023, as the impact of the COVID-19 pandemic gradually subsides, the performance of the Taipei Liaoning restaurants and THE AMBASSADOR HOTEL Hsinchu has been growing. The Company's various transformation initiatives are continuing to be actively promoted, with the key to success being attracting and retaining high-quality talent. To inherit the business wisdom and cultivate talent to optimize the team, the Company has proposed relevant retention incentives and training programs to stabilize employees, stimulate their performance, enhance the Company's competitiveness, and create maximum shareholders’ value. In addition, the Company continues to uphold its original intention of giving back to society, implementing corporate social responsibility and ESG goals for good corporate governance, and creating sustainable business value to meet the expectations of shareholders. The Company welcome any feedback from the shareholders.

Chairman : Emmet Hsu

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II. Operating Results

1. Guest Rooms:

The Guest Room Department received a total of 258,202passengers from January to December 2022, an increase of 26,008 from 232,194 in the same period last year, an increase of 11.2%. Among all the tourists, Japanese tourists accounted for 2.0%, Chinese tourists accounted for 90.9%, mainland China Regional travelers accounted for 0.1%, American travelers accounted for 1.3%, and travelers from other regions accounted for 5.7%. The room occupancy rate was 48.9% in Hsinchu, and 51.4% in Kaohsiung. The revenue of the Guest Room Department was NT$335,606 thousand, an increase of 68,009 thousand from the267,597 thousand in the same period in 2021, an increase rate 25.4%.

  1. Catering Service:

The total revenue of the Catering Department from January to December of 2022 was NT$1,089,317 thousand, a decrease of NT$142,829 thousand from NT$1,232,146 thousand in the same period last year, a decrease rate of 11.6%.

  1. The Company's annual revenue is NT$1,449,384 thousand from January to December of 2022. Compared with NT$1,518,343 thousand in the same period in 2021, there was a decrease of NT$68,959 thousand, a decrease rate 4.5%.

III. Financial Report

1. BALANCE SHEETS

The total assets of the Company as of December 31, 2022, was NT$18,642,822 thousand, of which total liabilities was NT$5,217,447 thousand, accounting for 28% of total assets, and total shareholders’ equity was NT$13,425,375 thousand (including noncontrolling interests NT$ 4,473 thousand), accounting for 72% of total assets.

2. STATEMENTS OF COMPREHENSIVE INCOME

The Company’s operating income from January to December of 2022 was NT$1,449,384 thousand, a decrease of NT$68,959 thousand, 4.5% compared with NT$1,518,343 thousand in the same period last year. Operating costs were NT$1,442,934 thousand, operating expenses were NT$742,114 thousand. The operating loss was NT$735,664 thousand. the net non-operating income and expenses was NT$1,837,588 thousand. The pre-tax profit for the current period was NT$1,101,924 thousand, an increase of NT$1,185,155thousand compared with the same period last year NT$83,231 thousand.

IV. Budget and budget implementation

Operating income for the year 2022 was NT$1,449,384 thousand, and the budget was NT$1,560,077 thousand, the achievement rate was 92.9%; the net profit before tax was NT$1,101,924 thousand, and the budgeted net profit before tax was NT$48,325 thousand.

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V. Financial income and expenditure and profitability analysis

Unit: NT$ thousand; %

Years
Analytical Items
Years
Analytical Items
Years
Analytical Items

2022
2021
Financial
Balance
Net Operating Revenue 1,449,384 1,518,343
Gross Profit 6,450 261,874
Profit after Tax 1,088,294 (88,183)
Profitability Return on Assets (%) 6.30 (0.47)
Return on Equity (%) 8.58 (0.76)
Percentage of paid-in capital (%) Operating Income (20.05)
(10.16)
Profit before Tax 30.03 (2.27)
Net profit rate (%) 75.09 (5.81)
EPS (NT$) 2.97 (0.24)

VI. Research and development status: Not applicable.

VII. Summary of 2022 business plan

1. Business policy for the current year

  • (1) Establish a talent training system and continuously improve the service quality of employees.

  • (2) Continue to optimize hardware and software equipment, with standardized processes to continue the classic brand.

  • (3) Implement the sustainable development Policy and expand the scope of environmental, social, and corporate governance.

  • (4) Continue to strengthen the food safety control process and provide better quality products to consumers.

2. Expected sales volume and its basis

Still affected by the epidemic this year, the tourism industry has suffered the most. With a sharp decline in the number of international tourists coming to Taiwan, 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. By the end of April 2022, the domestic epidemic broke out again, and the number of people dining out and having dinner

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parties dropped sharply, which seriously affected the revenue of catering and accommodation. However, the Ambassador Hotel continues to provide high-quality service quality, innovative dishes, and continues to strengthen food safety control, so that customers can have a different experience. 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

  • (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.

  • (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.

  • (3) Integrate the use of group resources, expand the breadth and depth of the market, and achieve the goal of increasing overall revenue.

  • (4) During the epidemic period, due to border control, food exchanges with foreign countries were not possible. Therefore, more attention was paid to the ESG 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.

  • (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.

  • (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

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as a positive development strategy, and strengthen the integration of the Internet marketing system of the state guest system.

  • (7) The Ambassador Hotel Taipei is undergoing renovations, and the Ambassador Hotel Kaohsiung is undergoing cooperative development, so as to revitalize their assets and enhance their use value and provide customers with better service and environment in the future.

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, in 2022, the number of tourists to Taiwan was 890 thousand, compared to 140 thousand in 2021, a significant growth, but still far from pre-epidemic levels Although the government continues to promote relevant policies to revitalize domestic tourism, it is difficult to make up for the shortage of international tourists, and the impact on urban tourism hotels is particularly obvious. As the domestic epidemic situation stabilizes and the epidemic prevention control is gradually opened, the Ambassador Hotel will continue to provide high-quality service quality, innovative dishes and continue to strengthen food safety control, so that customers can have a different experience and prepare for the recovery of the tourism industry after the epidemic has stabilized.

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II. Company Profile

. Company Profile

1. Date of Incorporation: December 01, 1962.

2. Location of Headquarter:

  • 2F, No. 9, Lane 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City, Taiwan (R.O.C.)

Location of Liaoning Restaurant: 2F, No. 177, Liaoning St., Taipei City Telephone number: (02)2551-1111

(02)2100-2100

Location of Hsinchu Branch: No. 188, Section 2, Zhonghua Road, Hsinchu City Telephone number: (03)515-1111

(03)515-1666

3. Company History

  • 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.

  • September, 1978 The Ambassador Hotel Kaohsiung began construction to cooperate with the government to develop the southern tourist area of Taiwan

  • 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.

  • December, 2000 The Ambassador Hotel Hsinchu was completed and ready for

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operations.

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.

  • November, 2007 A CUT STEAKHOUSE officially opened, serving customers with top quality steak and fine wine feast.

  • December, 2008 Market Café Kitchen officially opened, which is the first prompting “Zone Pricing” brand-new concept restaurant in Taiwan

  • February, 2009 YU SUSHI officially opened, which served new style of modern Japanese cuisine.

  • 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.

  • September, 2011 The Ambassador Hotel Taipei won the honor of "Five-Star Tourist Hotel", the highest rating of the ROC Tourist Hotel.

  • 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 its branch received five-star honor in Taiwan.

  • 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 brand-new dining experience for all travelers.

  • August, 2012 1Bite2Go Café & Deli Shilin flagship store officially opened, a brand-new American-style restaurant.

  • April, 2013 Le Bouquet Bakery officially opened, a French bakery that pursues health and nature.

  • June, 2013 Created an American Food Truck, introducing fresh and delicious sandwich meals made on site, reproducing street delicacies of American metropolises.

  • 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

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restaurant in the Cultural and Creative Park in Taiwan.

  • October, 2013 1Bite2Go Café & Deli Anhe shop officially opened. June, 2014 1Bite2Go Café & Deli Xinyi flagship store officially opened.

  • 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.

  • 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.

  • May, 2015 Burger Fix officially opened.

  • 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.

  • 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.

  • May, 2017 The Bakery of the Ambassador Hotel Taipei entered the Linkou area and opened brand " Corner Bakery 63 " which was the only fivestar bakery in the Linkou area.

  • December, 2017 “A Cut” of the Ambassador Hotel Taipei re-opened, with more than 10,000 visitors in the first three months.

  • 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.

  • 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.

  • 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.

  • October, 2019 The Ambassador Szechuan Court, Taipei re-opened.

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November, 2019 The Ambassador Hotel Taipei guest room decoration completed.

  • August, 2020 A CUT Steak House of the Ambassador Hotel Taipei was awarded one Michelin star.

  • November, 2020 The Ambassador Hotel Taipei submitted an application for reconstruction of urban unsafe and old buildings.

  • August, 2021 A CUT Steak House of the Ambassador Hotel Taipei has been awarded one Michelin star for consecutive years.

  • November, 2021 Signed the Ambassador Hotel Kaohsiung Cooperative Development Project.

July~October, 2022

  - In response to the renovation of the Ambassador Hotel Taipei, A CUT Steak House and the Chinese Cuisine Restaurant have been moved to the Liaoning restaurant for operation .
  • August, 2022 The Ambassador Hotel Taipei has changed its business address in response to the renovation, and the new address is: 2F, No. 9, Lane 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City, (R.O.C.)

  • October, 2022 The Ambassador Hotel Taipei and Japan Palace Hotel formally signed a business cooperation contract.

  • (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 237 for reinvestment status.

  • (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 74.

  • (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

I. Organization System

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1. Organization Structure Chart Shareholders’ Meeting Audit Committee
(March 08,2023)
Remuneration Committee
Board of Directors
Corporate Governance Supervisor
Legal Audit Team
Management Planning Office
Chairman Chairman’s Office Secretary & PR Administration
Inspector Team
General Manager/ Chief of Operation General Manager’s Office
Quality Assurance Center Project Design Department Engineering Division IT Center Finance Division Human Resource Division Guest Room Business Unit Catering Business Unit Taipei Branch Hsinchu Branch
Catering Division Catering Division
Public Relations Marketing Center Guest Room Division
Decoration Engineering Department
Marketing Business Division Engineering Department Occupational Safety and Health Department Guest Room Business Division Engineering Department Occupational Safety and Health Department General Manager’s Office
----- End of picture text -----

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’S
Office
1. Corporation overall business management.
2. Implementingbusiness decisions from the Board of Director.
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 to
maximize revenue, profit, and average output value.
3. Planning and execution of domestic/international travel exhibitions,
conferences, and business promotion activities.
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 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.
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Department PrimaryResponsibilities
Headquarter



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
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
various graphicreports
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'sadministrativeaffairsmanagementsystem
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
thehuman resourcesmanagementcapabilities.
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. Promotion and supervision of new informationprojects
  • 12 -
Department PrimaryResponsibilities
Headquarter 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 of group 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 assigned project management.
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
  • 13 -
Department Primary Responsibilities
Branch General Manager’s Office
(Hsinchu Branch only)
1.Decision-making management of the branch operating strategies and
policies.
2. Medium and long-term development planning, integration and promotion
of the branch.
3. The overall business performance of the branch and its affiliated business
entities is supervised.
Guest Room Division
(Taipei branch only)
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 andgroups.
Marketing Business
Division
(Taipei branch only)
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
talent cultivation
  • 14 -
Department Primary Responsibilities
Branch Guest Room Business
Division
(Only Hsinchu Branch)
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.
5. Formulate the short- and long-term business strategies and action plans to
increase revenue of hotel business.
6. Annual room rate formulation and strategy.
7. Prepare annual room revenue budget and operating plan.
8. Handle domestic and international travel exhibition exhibitions,
conferences, and business promotion activities.
9. Develop marketing plans for domestic and foreign business.
10. Promote and supervise the execution of promotion activities.
11. Year-end review and annual work plan formulation and implementation
12. Contract management of the external business.
13. Develop and implement customer reception service standard procedures.
14. Addition and revision of standard service procedures for counter
reception work and supervision and management.
15. Instruct and assign the work rights and responsibilities of the personnel
of the unit.
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. Regularly report occupational injury statistics.
  • 15 -

II. Information on the Company directors, General Manager, Deputy General Manager, Assistant manager, and heads of all company divisions and branch units:

I. Board Members

(1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers (1)Information RegardingBoardMembers April 09,2023 April 09,2023 April 09,2023
Job Title
(Note 1)
Nationality
or Record
Name Gender Age 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 51-60 2021.8.24 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
Director

Kuo, Tun-Yu
Lee, Chang-Lin
Bryant Hsu
Spouse
Brothers
Father-son
Director R.O.C.
R.O.C.
Yeang Der
Investment Co.,
Ltd.
Representative /
Hsu, Shu-Wan
Female 71-80 2021.8.24 3 years 1994.4.29
1991.4.30
4,219,349
1.150

7,969,349

2.172
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
~~16~~
Director
R.O.C.
R.O.C.
Shin-Po
Investment Co.,
Ltd.
Representative /
Lin, Po-Fong
Male 61-70 2021.8.24 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.
Director of Taiwan Shin Kong
Security Co., Ltd.
Director of Yi Kong Security
Co., Ltd.
None None None
Director R.O.C.
R.O.C.
Huo Sheng
Investment Ltd.
Representative /
Lee, Chang-Lin
Male 51-60 2021.8.24 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 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 61-70 2021.8.24 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 /
Lee, Dong-Liang
Male 71-80 2021.8.24 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 51-60 2021.8.24 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
Director
Emmet Hsu
Bryant Hsu
Spouse
Mother-
son
Director R.O.C.
R.O.C.
Shihlin Electric &
Engineering
Corp.
Representative /
Lin, Han-Dong
Male 61-70 2021.8.24 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
Job Title
(Note 1)
Nationality
or Record
Name Gender Age 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 61-70 2021.8.24 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 /
Bryant Hsu
(Note 2)
Male 31-40 2021.8.24 3 years 1988.4.28
2016.9.1
as above as
above
as above as
above
0
0

0

0

Director of Shihlin
Electric &
Engineering Corp.
Director and Deputy GM of
Shihlin Electric &
Engineering Corp.
Director and Deputy GM of
HCT Logistics Co., Ltd.
Chairman
Director
Emmet Hsu
Kuo, Tun-Yu
Father-son
Mother-
son
Director R.O.C.
R.O.C.
Shihlin Electric &
Engineering
Corp.
Representative /
Hsieh,
Han-Chang
Male 61-70 2021.8.24 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
~~17~~
Director
R.O.C.
R.O.C.
Chan Der
Investment Corp.
Representative /
Lin, Xing-Guo
Male 61-70 2021.8.24 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
Independent
Director
U.S.A. Liang, Wen-Jing Female 41-50 2021.8.24 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
Independent
Director
R.O.C. Huang, Ya-Huei Female 51-60 2021.8.24 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
Independent Director of
Tyntek Corp.
Independent Director of
Advagene Biopharma Co.,
Ltd.
None None None
Independent
Director
R.O.C. Li, Shu-Jhen Female 61-70 2021.8.24 3 years 2018.6.6 0
0

0

0

0

0

0

0

Administration
Associate Dean of
MacKay Memorial
Hospital
Associate Director of the
Medical Center of MacKay
Memorial Hospital &
Assistant Professor of
MacKay Junior College of
Medicine, Nursing, and
Management
None None None
Total 73,957,828 20.157 77,707,828 21.179
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 : Shihlin Electric & Engineering Corp. was re-assigned from the original representative director Lee, Ying-Chu to the representative director Bryant Hsu on January 16, 2022.

(2) Major Stockholders of Institutional Shareholders

Table 1: Major Stockholders of Institutional Shareholders

On the Book closure date: April 09, 2023

On the Book closure date:April 09,2023
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) (82.34%), Lee, Chen-Hsi (16.65%), 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. (11.48%), Employee Stock
Ownership Association Trust Property Account for Shihlin Electric & Engineering Corp. under the custody of
ChinaTrust Commercial Bank. (6.57%), Trust Property Account for Shihlin Electric & Engineering Corp. under the
custody of Taipei Fubon Commercial Bank (5.46%), Yeang Der Investment Co., Ltd. (5.29%), The investment
account of the First Financial Holding Hesheng Securities Co., under the custody of` Citibank (Taiwan)(3.74%), De
Hong Investment Corp. (2.59%), Citibank (Taiwan) is entrusted with the safekeeping of Firstrade Securities (Hong
Kong) Co., Ltd. contracted customer Firstrade Securities (Hong Kong) Nominees Co., Ltd. investment account
(2.27%),Benz Investment Corp. (1.94%), GanJin-Xiang (1.67%)
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.

Table 2: Table 1 Major shareholder of the major institutional shareholders

On the Book closure date: April 09, 2023

Table 2: Table 1 Major shareholder of the major institutional shareholders
On the Book closure date:April 09
Names of Institutional
Shareholders
Major Shareholders of Institutional Shareholders (Note 1)
Zhenjie Investment Co.,Ltd. (Samoa)Broad Choice Limited(99.00%)、Kao,Mei-Feng (1.00%)
Taiwan Shin Kong Security Co.,
Ltd.
Sohgo Security Service Co., Ltd. (9.23%), Chunghwa Post Co., Ltd. (4.60%), Wu, Tung-Ching (4.50%), Shin Kong
Medical Foundation (4.21%), Bo Ruei Co., Ltd. (3.85%), Fubon Life Insurance (3.80%), Shin Kong Life Insurance Co.,
Ltd. (2.81%), Shin Kong Life Insurance Employee Pension Fund Management Committee (1.99%), Tung Ying Investment
Co.,Ltd. (1.75%), Shin Kong Construction andDevelopmentCo.,Ltd. (1.64%)
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
ConstructionandDevelopment 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. The Ambassador Hotel Co.,Ltd.(99.99%),Memorial Foundation of Mr. Ching-Teh Hsu(0.01%)
ShangLin Investment Co.,Ltd. Shihlin Electric & EngineeringCorp.(99.68%),Memorial Foundation of Mr. Ching-Teh Hsu(0.32%)
Yuh Lin Investment Co., Ltd. Shihlin Electric & Engineering Corp. (94.28%), HsinLin Electric Machinery Co., Ltd. (5.70%), Memorial Foundation of
Mr. Ching-Teh Hsu (0.02%)
De Hong Investment Corp. HCT Logistics Co., Ltd. (30.77%), Custom Investment Co., Ltd. (16.02%), Benz Investment Corp. (8.65%), Shang Lin
Investment Co., Ltd. (8.33%), Ambassador Investment Co., Ltd. (6.73%), Yuh Lin Investment Co., Ltd. (5.77%), Hwo Lin
Investment Co., Ltd. (5.13%), Jeng Lin Investment Co., Ltd. (4.49%), Jin Der Sheng Co., Ltd. (2.56%), Ting Lin
Enterprise Co.,Ltd. (2.56%)
HCT Logistics Co., Ltd. Yeang Der Investment Co., Ltd. (54.23%), Ruijun Development Investment Co., Ltd. (10.86%), Ruiyao Investment Co.,
Ltd. (8.38%), British Virgin Islands Merchant Future Vision (7.84%), Memorial Foundation of Mr. Ching-Teh Hsu
(7.83%), Hsu, Su-Wan (2.74%), Cheng, Yu-Chuan (2.33%), Employee Welfare Committee of HCT Logistics Co., Ltd.
(2.32%), Chu-DaCo.,Ltd. (1.75%), Shihlin Electric &Engineering Corp. (1.72%)
Jin Der Sheng Co., Ltd. HCT Logistics Co., Ltd. (57.68%), Chiastar Co., Ltd. (34.56%), Shihlin Electric & Engineering Corp. (7.68%), Memorial
Foundation of Mr. Ching-Teh Hsu(0.08%)

Note 1 : Fill in the name and shareholding ratio of the major shareholders (with the top-ten shareholding ratio) of the legal person shareholders.

(3) Expertise and independence of directors and Independent directors

Qualification
Name

Professional Qualifications and Experience
(Note 1)
Independence
(Note 2)
Numbers of
Concurrently Serving
as an Independent
Director of Another
listed Company
Emmet Hsu Chairman & CEO of Shihlin Electric & Engineering Corp. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the Company Act.
Non-independent directors, so not applicable. 0
Hsu, Shu-Wan Director of Yeang Der Investment Co., Ltd. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Lin, Po-Fong Chairman of Taiwan Shin Kong Security Co., Ltd. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Li, Chang-Lin Former GM of the Ambassador Hotel Co. Ltd. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Lin, Zhan-Chuan Honorary Chairman of Taiwan Kagome Co., Ltd. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Li, Dong-Liang Chairman of Union Chinese Corp. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Kuo, Tun-Yu Chairman of Yeang Der Investment Co., Ltd. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Lin, Han-Dong Chairman of Baiji Investment Co., Ltd. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Du, Heng-Yi Chairman of Wan Yuan Textiles Co., Ltd./
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Bryant Hsu Director of Shihlin Electric & Engineering Corp./
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Hsieh, Han-Chang Managing Director, CEO & COO of Shihlin Electric & Engineering Corp. /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 1
Lin, Xing-Guo Former COO of the Ambassador Hotel Co. Ltd./
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the CompanyAct.
Non-independent directors, so not applicable. 0
Qualification
Name

Professional Qualifications and Experience
(Note 1)
Independence
(Note 2)
Numbers of
Concurrently Serving
as an Independent
Director of Another
listed Company
Liang, Wen-Jing Former Manager of Tractus Asset Management Limit /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the Company Act.
1. None of the director himself, his spouse and relative of second degree are employed by
the Company or its affiliated companies, nor serve as their directors or supervisors.
2. The number and proportion of company shares held by the director himself, his spouse
and relative of second degree (or in the name of others): 0 shares/ 0%
3. Not serving as a director, supervisor or employee of a company that has a specific
relationship with the Company (refer to the provisions of Article 3, Paragraph 1,
Subparagraphs 5 to 8 of the Regulations on the Establishment and Compliance of
Independent Directors of Public Companies)
4. No remuneration for providing commercial, legal, financial, accounting or related
services to the Companyor anyaffiliate of the Companyin the last twoyears
1
Huang, Ya-Huei Former Judge of Taiwan High Court /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the Company Act.
1. None of the director himself, his spouse and relative of second degree are employed by
the Company or its affiliated companies, nor serve as their directors or supervisors.
2. The number and proportion of company shares held by the director himself, his spouse
and relative of second degree (or in the name of others): 0 shares/ 0%
3. Not serving as a director, supervisor or employee of a company that has a specific
relationship with the Company (refer to the provisions of Article 3, Paragraph 1,
Subparagraphs 5 to 8 of the Regulations on the Establishment and Compliance of
Independent Directors of Public Companies)
4. No remuneration for providing commercial, legal, financial, accounting or related
services to the Companyor anyaffiliate of the Companyin the last twoyears
2
Li, Shu-Jhen Former Administration Associate Dean of MacKay Memorial Hospital /
There are no matters involved in any of the circumstances described in the
subparagraphs of Article 30 of the Company Act.
1. None of the director himself, his spouse and relative of second degree are employed by
the Company or its affiliated companies, nor serve as their directors or supervisors.
2. The number and proportion of company shares held by the director himself, his spouse
and relative of second degree (or in the name of others): 0 shares/ 0%
3. Not serving as a director, supervisor or employee of a company that has a specific
relationship with the Company (refer to the provisions of Article 3, Paragraph 1,
Subparagraphs 5 to 8 of the Regulations on the Establishment and Compliance of
Independent Directors of Public Companies)
4. No remuneration for providing commercial, legal, financial, accounting, or related
services to the Companyor anyaffiliate of the Companyin the last twoyears
0

4. Diversity and Independence of the Board of Directors

A. Diversity of the Board:

In line with the policy of membership diversification for the board of directors, except the directors who also serve as managers of the Company should not exceed one-third of the number of directors. An appropriate diversity policy should be formulated according to their own operation, operation type, and development needs. Include but not restrict the following two standards:

(1)Basic condition: gender, age, nationality, culture, etc., and the proportion of female directors should reach one-third of the board seats.

  • (2) Professional knowledge and skill: professional background, professional skill, and industrial experience. The members of the board of directors are all outstanding figures in the knowledge, skill, and qualities necessary to perform their duties.

In order to achieve the ideal goals of corporate governance, the board of directors all should have the following capabilities:

  1. Operational judgment ability. 2. Accounting and financial analysis skills. 3. Management ability. 4. Ability of crisis handling. 5. Industry knowledge. 6. View of the international market. 7. Leadership. 8. Decision-making ability.

There are 3 directors who double as managers of the Company, accounting for one-fifth of the board seats; there are 5 female directors, accounting for one-third of the board seats. The qualifications and experience of the board members are quite rich. For relevant qualifications, experience, gender, age, and nationality, please refer to the information on directors on page 16.

The specific management objectives of the Company's diversity policy are as follows:

The specific management objectives of the Company's diversity policy are as follows:
Management Goals Achievement
All independent directors shall have at least three seats, and at least one female independent director shall be established. Reached.
At least one of the independent directors has an accountant's license, a lawyer's license, financial finance, or corporate
management.
Reached.
The number of directors who also serve as managers of the Company does not exceed one-third of the number of directors. Reached.
Diversification
Core items
Name


Gender
Operating
Judgment
Accounting &
Financial
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: Shihlin Electric & Engineering Corp. was re-assigned from the original representative director Lee, Ying-Chu to the representative director Bryant Hsu on January 16, 2022.

B. Independence of the board

There are 3 independent directors in the Company, accounting for one-fifth of the seats on the board. There are 4 directors with spouses or relatives within the second degree of kinship, no more than half of the seats are in line with securities Items 3 and 4 of Article 26-3 of the Exchange Act. For the relationship between directors, please refer to page 16 for director information.

  • Note 1: Professional qualifications and experience: Specify the professional qualifications and experience of each director and supervisor. If a member of the Audit Committee, specify their accounting or finance background and work experience. Additionally, specify whether any circumstance under any subparagraph of Article 30 of the Company Act exists with respect to a director.

  • Note 2: Describe the status of independence of each independent director, including but not limited to the following: did they or their spouse or any relative within the second degree serve as a director, supervisor, or employee of the Company or any of its affiliates? ; specify the number and ratio of shares of the Company held by the independent director and their spouse and relatives within the second degree (or through nominees); do they serve as a director, supervisor, or employee of any company having a specified relationship with the Company (see Article 3, paragraph 1, subparagraphs 5 to 8 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies)?; specify the amount(s) of any pay received by the independent director for any services such as business, legal, financial, or accounting services provided to the Company or any affiliate thereof within the past 2 years.

2. Information on GM, Deputy GM, Assistant manager, heads of all company divisions and branch units

April 09,2023 April 09,2023 April 09,2023
Job Title
(Note 1)
Nationality Name Gender Date of
Assignment
Shares Shares held by
spouses and
minor children
Shares held in
another
person's name
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
Male 2019.01.01 15,000
0.0041

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
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 3)
Male 2020.08.04 0
0

0

0

0

0
Graduated from the
Department of Business
Administration,
University of Southern
California
Director & Deputy GM of Shihlin Electric &
Engineering Corp.
Director of HCT Logistics Co., Ltd.
Director of Yeang Der Investment Co., Ltd.
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.
Director of Custom Human Resources
Management Ltd.
Director of Ambassador Property Management
Co.,Ltd.
None None None
GM & Guest Room
Business
Headquarters of
HsinchuBranch
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 &
Kaohsiung Branch
and supervise the
Guest Room
Business
Headquarter of
HsinchuBranch
R.O.C. Guo,
Ci-Syuan
Male 2014.10.30 0
0

81,634
0.0222
0

0
Graduated from the
Department of Tourism,
Shih-Hsin University
Director of Custom Human Resources
Management Ltd.
None None None
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
Job Title
(Note 1)
Nationality Name Gender Date of
Assignment
Shares Shares 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 (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 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 High School
None None None None
Deputy GM & Guest
Room Business
Headquarters of
Kaohsiung Branch

R.O.C.
Hsu,
Gui-Zheng
(Note 4)
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 5)
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. Lin,
Rong-Bin
(Note 6)
Male 2016.03.09 0
0

0

0

0

0
Graduated from the
National Taiwan
University of Science and
Technology Graduate
Institute of Management
None None None None
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.
Supervisor of Ambassador Bakery 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.
Supervisor of Ambassador Bakery Co., Ltd.
None None None
Corporate
Governance
Supervisor
R.O.C. He,
Jhong-Ren
(Note 9)
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.
Supervisor of Ambassador BakeryCo.,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: Bryant Hsu, Deputy GM, was applied for leave without pay in January 2021; and cancelled his leave without pay on January 16, 2022. Note 4: Deputy GM Hsu, Gui-Zheng retired in March 2023, as approved by the Board of Directors. Note 5: Deputy GM Jiang, Jia-Yu has been approved by the Board of Directors in March 2022, re-appointed as Consultant of the Taipei Group of the Hsinchu Shopping Mall Investment Project of the GM (COO Officer). Note 6: Lin Rong-Bin, Deputy GM, resigned with the approval of the board of directors in March 2022.

3. Remuneration paid to Directors, General Manager, Deputy General Manager in the most recent year

(1) Remuneration of Directors (Independent Directors included)

(disclosure of individual names and remuneration methods) December 31, 2022

Unit : NTD

Job Title Name 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 capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas 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
remunerati
on from
any
reinvested
other than
subsidiaries
is received?
(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 4,160,000 4,160,000 0 0 1,333,315 1,333,315 720,000 720,000 0.57% 0.57% 0 0 0 0 0 0 0 0 0.57% 0.57% None
Director Yeang Der Investment Co.,
Ltd.
Representative /
Hsu, Shu-Wan
0 0 0 0 4,000,005 4,000,005 240,000 240,000 0.14% 0.14% 0 0 0 0 0 0 0 0 0.14% 0.14% None
Director Yeang Der Investment Co.,
Ltd.
Representative /
Lin, Zhan-Chuan
0 0 0 0 240,000 240,000 0.14% 0.14% 0 0 0 0 0 0 0 0 0.14% 0.14% None
Director Yeang Der Investment Co.,
Ltd.
Representative /
Kuo, Tun-Yu
0 0 0 0 240,000 240,000 0.14% 0.14% 0 0 0 0 0 0 0 0 0.14% 0.14% None
Director Shin-Po Investment Co., Ltd.
Representative / Lin, Po-Fong
0 0 0 0 1,333,335 1,333,335 240,000 240,000 0.14% 0.14% 0 0 0 0 0 0 0 0 0.14% 0.14% None
Director Huo Sheng Investment Ltd.
Representative / Li, Chang-Lin
0 0 0 0 1,333,335 1,333,335 240,000 240,000 0.14% 0.14% 1,980,000 1,980,000 0 0 0 0 0 0 0.33% 0.33% None
Director Chan Der Investment Corp.
Representative /
Lee,Dong-Liang
0 0 0 0 2,666,670 2,666,670 240,000 240,000 0.14% 0.14% 0 0 0 0 0 0 0 0 0.14% 0.14% None
Director Chan Der Investment Corp.
Representative /
Lin,Xing-Guo
0 0 0 0 240,000 240,000 0.14% 0.14% 3,350,200 3,350,200 108,000 108,000 200,000
0
200,000
0
0.48% 0.48% None
Director Shihlin Electric & Engineering
Corp.
Representative /
Lin,Han-Dong
0 0 0 0 4,000,005 4,000,005 240,000 240,000 0.14% 0.14% 0 0 0 0 0 0 0 0 0.14% 0.14% None
Director Shihlin Electric & Engineering
Corp.
Representative /
Bryant Hsu(Note 12)
0 0 0 0 230,000 230,000 0.14% 0.14% 2,306,667 2,306,667 99,000 99,000 200,000
0
200,000
0
0.38% 0.38% None
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 capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas employee Remuneration in the capacityas 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 reinvested other
than subsidiaries is
received? (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)
Director Shihlin Electric & Engineering
Corp.
Representative /
Lee, Ying-Chu (Note 13)
0 0 0 0 10,000 10,000 0.00% 0.00% 0 0 0 0 0 0 0 0 0.00% 0.00% None
Director Shihlin Electric & Engineering
Corp.
Representative /
Hsieh, Han-Chang
0 0 0 0 240,000 240,000 0.14% 0.14% 0 0 0 0 0 0 0 0 0.14% 0.14% None
Director Ting Lin Enterprise Co., Ltd.
Representative / Du, Heng-Yi
0 0 0 0 1,333,335 1,333,335 240,000 240,000 0.14% 0.14% 0 0 0 0 0 0 0 0 0.14% 0.14% None
Independent
Director
Liang, Wen-Jing 0 0 0 0 0 0 1,080,000 1,080,000 0.10% 0.10% 0 0 0 0 0 0 0 0 0.10% 0.10% None
Independent
Director
Huang, Ya-Huei 0 0 0 0 0 0 1,080,000 1,080,000 0.10% 0.10% 0 0 0 0 0 0 0 0 0.10% 0.10% None
Independent
Director
Li, Shu-Jhen 0 0 0 0 0 0 1,080,000 1,080,000 0.10% 0.10% 0 0 0 0 0 0 0 0 0.10% 0.10% None
Besides the above disclosure, if any of
situation.
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
  • 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 Schedule2 of page 28~29 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: This is to fill in the amount of directors' remuneration distributed by the board of directors in the most recent year, and the number of individual distributions is the proposed number.

  • 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 Schedule4 of page 31 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).

  • 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 nonlisted 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.

  • Note 12: Director Bryant Hsu, the representative of Shihlin Electric & Engineering Corp., resigned on January 7, 2021, and did not change his representative before the election of directors on August 24, 2021.

  • Note 13: Shihlin Electric & Engineering Corp. was re-assigned from the original representative director Lee, Ying-Chu to the representative director Bryant Hsu on January 16,2022.

  • 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.

(2) Remuneration of General Manager, Deputy General Manager

Unit:NTD Unit:NTD Unit:NTD Unit:NTD Unit:NTD Unit:NTD Unit:NTD
Job Title Name Salary (A)
(Note 2)
Pension (B) Salaries, bonus, and
special subsidies (C)
(Note 3)
Employee bonus allocated
from earnings (D)
(Note 4)
The sum of A,
B, C and D in
proportion to Earnings
(%) (Note 8)
Whether remuneration from any
reinvested 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 17,592,667 17,592,667 696,552 696,552 5,931,800 5,931,800 1,400,000
0
1,400,000
0
2.35% 2.35% None
Project GM Li, Chang-Lin
Deputy GM & Chairman’s Special
Assistant
Bryant Hsu
(Note10)
GM of Catering Business Unit & GM
of Taipei Branch
Li, Yuan-Ci
GM & Guest Room Business
Headquarters of HsinchuBranch
Wang, Zai-Jheng
GM of Guest Room Business Unit &
Kaohsiung Branch and supervise the
Guest Room Business Headquarter of
HsinchuBranch
Guo, Ci-Syuan
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
Deputy GM & Guest Room Business
Headquarters of KaohsiungBranch
Hsu, Gui-Zheng
(Note11)
Deputy GM of
Task Force / COO Office
Jiang, Jia-Yu
(Note12)
Deputy GM of Human Resource
Division
Lin, Rong-Bin
(Note13)
Finance, Accounting & Corporate
Governance Supervisor
He, Jhong-Ren
  • 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)
Less than NT$1,000,000 Hsieh,Han-Chang,Jiang,Jia-Yu,Lin,Rong-Bin Hsieh,Han-Chang,Jiang,Jia-Yu,Lin,Rong-Bin
NT$1,000,000(inclusive)~NT$2,000,000 Li,Chang-Lin,Hsu,Gui-Zheng Li,Chang-Lin,Hsu,Gui-Zheng
NT$2,000,000 (inclusive)~NT$3,500,000 Bryant Hsu, Wang, Zai-Jheng, Guo, Ci-Syuan, Lin, Jian-Long,
Chen,Bi-Lan,He,Jhong-Ren
Bryant Hsu, Wang, Zai-Jheng, Guo, Ci-Syuan, Lin, Jian-Long,
Chen,Bi-Lan,He,Jhong-Ren
NT$3,500,000(inclusive)~NT$5,000,000 Li,Yuan-Ci Li,Yuan-Ci
NT$5,000,000(inclusive)~NT$10,000,000 None None
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 12 12
  • 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 26~27 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.

  • 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 Schedule4 of page 31 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 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: Deputy GM Bryant Hsu was applied for leave without pay in January 2021, and cancelled his leave without pay on January 16, 2022.

  • Note 11: Deputy GM Hsu, Gui-Zheng retired in March 2023, as approved by the Board of Directors.

  • Note 12: Deputy GM Jiang, Jia-Yu has been approved by the Board of Directors in March 2022, re-appointed as Consultant of the Taipei Group of the Hsinchu Shopping Mall Investment Project of the GM (COO Officer).

  • Note 13: Deputy GM, Lin, Rong-Bin resigned with the approval of the board of directors in March 2022.

  • 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.

(3) Remuneration for the top five highest paid officers of the Company (names and method of remuneration should be disclosed individually)

Unit:NTD

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
reinvested
other than
subsidiaries is
received?
(Note 7)
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 of Catering Business Unit &
GM of Taipei Branch

Li, Yuan-Ci
2,520,000
2,520,000

108,000

108,000

1,070,200

1,070,200

200,000

0

200,000

0

0.36%

0.36%
None
Deputy GM of Catering Division
of Taipei Branch

Chen, Bi-Lan
1,920,000
1,920,000

108,000

108,000

970,200

970,200

200,000

0

200,000

0

0.29%

0.29%
None
GM of Guest Room Business
Unit & Kaohsiung Branch and
supervise the Guest Room
Business Headquarter of
HsinchuBranch
Guo, Ci-Syuan 2,160,000
2,160,000

108,000

108,000

680,200

680,200

200,000

0

200,000

0

0.29%

0.29%
None
GM & Guest Room Business
Headquarters of Hsinchu Branch
Wang, Zai-Jheng 2,020,000
2,020,000

0

0

910,200

910,200

200,000

0

200,000

0

0.29%

0.29%
None
Deputy GM of Catering
Business Unit & Executive Chef
of Chinese food CulinaryCenter
Lin, Jian-Long 1,440,000
1,440,000

87,048

87,048

1,000,200

1,000,200

200,000

0

200,000

0

0.25%

0.25%
None
  • Note 1: The term “top five highest paid officers” refers to the managerial officers of the Company. The criteria for managerial officers are based on the scope of application of “managerial officers“ as stipulated by the Securities and Futures Commission of the Ministry of Finance in its Order Tai-Cai-Sheng-San-Zi No. 0920001301 dated March 27, 2003. The “Top Five Highest Remuneration” calculation is based on the total amount of base salary, severance and pension, bonus and allowance received by the officers from all companies in the consolidated financial statements, as well as the amount of remuneration for employees (i.e., the total of the four items A+B+C+D), and then ranked by the top five highest remuneration. If a director is also the aforementioned officer, this table and the above table (7) 1 should also filled in.

  • Note 2: This is for the salary, duty allowance and severance of the top five highest paid officers in the most recent year.

  • Note 3: This is for various bonuses, incentive payments, transportation fee, special expenses, various stipends, dormitories, company cars and other provisions for the top five highest paid officers in the most recent year. If houses, cars and other transportation or personal expenses are provided, the nature and cost of the provided assets, the actual rental or the rental calculated based on the fair value, fuel expense and other payments must be disclosed. If chauffeurs are provided, please include a note stating that the Company will pay the chauffeurs, but they payments will not be counted as remuneration. In addition, according to the salaries expense listed in the “Share-Based Payment” of IFRS 2, expenses including the employee stock option certificate acquirement, employee restricted stock and employee participation in cash capital increase and stock subscription must be counted in the remuneration.

  • Note 4: The amount of employee remuneration (including stock and cash) received by the top five highest paid officers in the most recent year should be disclosed as approved by the Board of Directors, and if the amount cannot be estimated, the proposed payment amount for this year should be calculated in proportion to the actual payment amount last year, and should also be listed in Exhibit (7) 3.

  • Note 5: The total amount of remuneration paid to the top five highest paid officers of the Company by all companies in the consolidated statements (including the Company) should be disclosed.

  • Note 6: Net income refers to the net income amount on the parent company only or individual financial reports in the most recent year.

  • Note 7: a. This column should explicitly state whether the top five highest paid officers of the Company “have“ or “have not“ received remuneration from investees other than subsidiaries.

  • b. Remuneration refers to the compensation or payment (including remuneration to employees, directors and supervisors) and business execution expenses of the top five highest paid officers of the Company in their capacity as directors, supervisors or officers of an investee enterprise other than a subsidiary.

※ The remuneration disclosed in this table is different from the concept of income in the Income Tax Act. This table is used for information disclosure, not taxation.

(4) Name of the managers received remuneration and the distribution of remuneration

December 31, 2022

Unit : NTD

December 31, 2022
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 0 1,400,000 1,400,000 0.13%
Project GM Lee, Chang-Lin
Deputy GM & Chairman’s Special Assistant Bryant Hsu (Note 5)
GM of Catering Business Unit & GM of Taipei Branch Li, Yuan-Ci
Project GM of COO Office Li, Wei-Yi (Note 6)
GM & Guest Room Business Headquarters of Hsinchu
Branch
Wang, Zai-Jheng
GM of Guest Room Business Unit & Kaohsiung Branch
and supervise the Guest Room Business Headquarter of
HsinchuBranch
Guo, Ci-Syuan
Deputy GM of Catering Business Unit & Executive Chef
of Chinese food CulinaryCenter
Lin, Jian-Long
DeputyGM of CateringDivision of Taipei Branch Chen,Bi-Lan
Deputy GM & Guest Room Business Headquarters of
KaohsiungBranch
Hsu, Gui-Zheng (Note 6)
Deputy GM of
Task Force / COO Office
Jiang, Jia-Yu (Note 7)
Deputy GM of Human Resource Division Lin, Rong-Bin (Note 8)
Finance, Accounting & Corporate Governance Supervisor He, Jhong-Ren

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 Department; (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 pages 26~27 & Schedule 2 of pages 28~29, please fill out this Form too.

Note 5: Deputy GM Bryant Hsu was applied for leave without pay in January 2021,and cancelled his leave without pay on January 16, 2022.

Note 6: Deputy GM Hsu, Gui-Zheng retired in March 2023, as approved by the Board of Directors. Project GM Lee, Wei-Yi has been approved by the Board of Directors in November 2021 re-appointed as Senior Consultant of the COO Office.

Note 7: Deputy GM Jiang, Jia-Yu has been approved by the Board of Directors in March 2022, re-appointed as Consultant of the Taipei Group of the Hsinchu Shopping Mall Investment Project of the GM (COO Officer).

Note 8: Deputy GM, Lin, Rong-Bin resigned with the approval of the board of directors in March 2022.

  • (5) 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 2022 2022 2022 2022 2021 2021 2021 2021
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 26,760,000 26,820,000 2.46% 2.46% 12,929,677 12,989,677 Note 2 Note 2
Supervisor (Note 1) - - - - - - - -
General Manager &
Deputy General
Manager
25,621,019 25,621,019 2.35% 2.35% 35,700,631 35,700,631 Note 2 Note 2
  • (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 80-81 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 shareholders’ meeting has been re-elected since June 6, 2018, and the supervisor was replaced by an audit committee. Note 2: The Company's net loss after tax in 2021, so this ratio does not apply.

III. The state of Implementation of Corporate Governance

1. Operations of Board of Directors

(1) The Board held 6 (A) meetings in 2022. 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 4 0% Re-elected on
August 24,2021
Director Yeang Der Investment Co., Ltd.
Representative / Hsu,Shu-Wan
4 0 100% Re-elected on
August 24, 2021
Director Shin-Po Investment Co., Ltd.
Representative / Lin,Po-Fong
3 1 75% Re-elected on
August 24, 2021
Director Huo Sheng Investment Ltd.
Representative / Li,Chang-Lin
0 4 0% Re-elected on
August 24, 2021
Director Yeang Der Investment Co., Ltd.
Representative / Lin,Zhan-Chuan
4 0 100% Re-elected on
August 24, 2021
Director Chan Der Investment Corp.
Representative / Li,Dong-Liang
4 0 100% Re-elected on
August 24, 2021
Director Yeang Der Investment Co., Ltd.
Representative / Kuo,Tun-Yu
0 4 0% Re-elected on
August 24, 2021
Director Shihlin Electric & Engineering Corp.
Representative / Lin,Han-Dong

4
0 100% Re-elected on
August 24, 2021
Director Ting Lin Enterprise Co., Ltd.
Representative / Du,Heng-Yi
4 0 100% Re-elected on
August 24, 2021
Director Shihlin Electric & Engineering Corp.
Representative / Bryant Hsu

2
2 50% Newly appointed on
January16,2022
Director Shihlin Electric & Engineering Corp.
Representative / Lee,Ying-Chu

0
0 - Discharged on
January16,2022
Director Shihlin Electric & Engineering Corp.
Representative / Hsieh,Han-Chang

3
1 75% Re-elected on
August 24, 2021
Director Chan Der Investment Corp.
Representative / Lin,Xing-Guo
4 0 100% Re-elected on
August 24, 2021
Independent
Director
Liang, Wen-Jing 4 0 100% Re-elected on
August 24, 2021
Independent
Director
Huang, Ya-Huei 4 0 100% Re-elected on
August 24, 2021
Independent
Director
Li, Shu-Jhen 4 0 100% Re-elected on
August 24, 2021

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 attendances 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 attendances for calculation.

  • 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: The Company has set up an audit committee, which does not apply to the provisions of Article 14-3 of the Securities and Exchange Act. For relevant information, please refer to “Operations of the Audit Committee” in this annual report.

  • (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 4[th] meeting of the 22[nd] Board of Directors on March 08, 2022.

      • Proposal content: Lifting the restriction of the non-compete on new directors. Interest avoidance directors: 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.
  • B.The 4[th] meeting of the 22[nd] Board of Directors on March 08, 2022.

    • Proposal content: Lifting the restriction of the non-compete on managers. Interest avoidance directors: Hsieh, Han-Chang, Li, Chang-Lin, 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.

  • C.The 7[th] meeting of the 22[nd] Board of Directors on November 01, 2022.

    • Proposal content: Donation to the "Memorial Foundation of Mr. Ching-Teh Hsu". Interest avoidance directors: Emmet Hsu, Hsu, Shu-Wan, Hsieh, Han-Chang. 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 35~36.

  • (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

  • 34 -

Approved the proposal of revising the “Code of Integrity Management” on November 01, 2017, the 20[th] session of the 11[th] Board of Directors.

Approved the proposal of revising the “Code of Practice for Corporate Governance” on Mach 08, 2022, the 22[nd] session of the 4[th] Board of Directors.

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 has 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 67-72 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.

3. 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, 2022
To
December 31, 2022
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
  • 35 -

The Company has completed the year 2022 board performance self-evaluation, and the results of the evaluation have been submitted to the 8[th] board of director report of the 22[nd] session on March 7, 2023, 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.

2. Operations of Audit Committee

(1) The Board held 4 (A) meetings in 2022. 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 4 100%
Independent Director Huang,Ya-Huei 4 100%
Independent Director Li,Shu-Jhen 4 100%
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 4thmeeting of the 22ndBoard of Directors on March 8, 2022.
a. Recognition of 2021 business report and financial statement.
b. Regularly assess the independence case of the certified public accountant.
c. Submission of 2021 “Internal Control Statement” based on the results of self-inspection.
d. Proposal for amendment to “Procedures for Acquisition or Disposal of Assets”.
e. Proposal to the shareholders’ meeting is requested to agree to lift the director’s non-
competition restrictions.
f. Approved to lift non-competition restrictions on the managerial personnel of the Company.
g. The sale and leaseback case of Hsinchu Ambassador Hotel and Hsinchu Administration
Building.
(2) Approved by the 6thmeeting of the 22ndBoard of Directors on August 02, 2022.
a. Case of the audit supervisor change.
b. Proposal for amendment to “Regulations Governing of Implementation of Internal
Control” and “Regulations Governing of Implementation of Internal Auditing.”
(3) Approved by the 7thmeeting of the 22ndBoard of Directors on November 01, 2022.
a. Proposal of 2023 compensation to CPAs.
b. Donation to the "Memorial Foundation of Mr. Ching-Teh Hsu" proposal.
c. Proposal of NT$80 million capital increase to the subsidiary Custom Investment Co., Ltd.
d. Proposal of transferring the stock exchange to a professional stock exchange agency.
e. Proposal of the revised “internal major information processing operating procedures”.
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 anyIndependent Director: None.
  • 36 -
3. Communication between the independent directors and the internal audit supervisor and CPAs 3. Communication between the independent directors and the internal audit supervisor and CPAs 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):
A. Summary of the communication between independent directors and the internal audit supervisor:
Date Communication Focus
2022.03.08 1. 2021 annual auditplans execution situation report.
2022.04.29 1. The firstquarter of the 2022 auditplans execution report.
2022.08.02 1. The first half of 2022 audit plans execution report.
2. "Regulations Governing of Implementation of Internal Control" and
"Regulations Governing of Implementation of Internal Auditing"
revised reports.
2022.11.01 1. The thirdquarter of 2022auditplans execution report.
B. Summaryof the communication between independent directors and CPAs:
Date Communication Focus
2022.03.08 1. Arrange for the CPA to brief the Audit Committee and explain the 2021
Financial Statements and Consolidated financial statements.
2. CPA discusses and communicates on issues consulted by audit
committee members andparticipants.
2022.08.02 1. Arrange for CPA to brief the Audit Committee and explain
Consolidated financial statements for the second quarter of 2022.
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, JhongRen, 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 (https://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 required.
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 and
specific management objectives 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
(https://investor.ambassador-hotels.com/)
None
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 promoting Sustainable Development
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 certified accountants of the company are Huang, Jian-ze and Fu, Wen-
fang accountants of Ernst & Young. Eight aspects, including non-audit
business, assess the independence of certified accountants; in addition,
referring to the AQI index information, it has been confirmed that certified
accountants and firms are superior to the average level of audit experience
and training hours in the industry, and will continue to introduce digital
accounting in recent years. Audit tools to improve audit quality. On March 7,
2023, at the 8thmeeting of the 22ndsession of the board of directors, the
company passed the assessment of the independence and suitability of
certified accountants in 2022 and obtained the statement of independence and
auditqualityindicators(AQIs)issued bycertified accountants.

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 the
law, handling matters related to board meetings
and shareholders’ meetings according to law,
and recording minutes of board meetings and
shareholders’ meetings)?
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
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reasons
Yes No Abstract Explanation
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]) 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 shareholders
meeting?

V
Effective January 1, 2023, the Company's self-administered share services
were reassigned to Chinatrust Commercial Bank (Agency Division).
None
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 investors conference 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
third quarter financial statements as well as
the operating status of each month before
the prescribed deadline?

V
V
V The Company discloses information through its corporate website
(https://investor.ambassador-hotels.com/)。
1. The Company has designated 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 operating status of each month (before the 10th of
each month) in timely manner to cater for the requirements of the Article
36 of the Securities Exchange Act.
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
2021 financial statements were
announced and filed on March
14, 2023.
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reasons
Yes No Abstract Explanation
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 Company occasionally organizes briefings to disclose finance and
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
None
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reasons
Yes No Abstract Explanation
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 interesting conflict. The Company also maintains a smooth
communication channel with stakeholders, including correspondent banks,
creditors, employees, consumers, suppliers, and communities, and well
protects 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 67-72 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 ensures business-related insurance, such as
public accident liability insurance, fire insurance..., etc. As for risk
management implementation status, please refer to pages 287-291.
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 been provided by First Bank with a full performance guarantee.
Please refer to the Company's website (https://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://efpg.firstbank.com.tw/gift/jsp/cal/query.jsp).
Evaluation Item Evaluation Item Evaluation Item Evaluation Item Implementation Status Implementation Status Implementation Status Implementation Status Variance and Reasons
Yes No Abstract Explanation
9. The improvement status for the result of the Corporate Governance Evaluation announced by Taiwan Stock Exchange
Based on the results of the 9th Corporate Governance Evaluation, in the future, it is expected to strengthen the training 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
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
In thepost-epidemic era,how can circular economyhelpcompanies improve resilience?
3.0
International Anti-Money Laundering Trends and U.S. Sanctions and Export Control
Compliance Planning
3.0
AI security
3.0
Recent Amendments to the Corporate Mergers and Acquisitions Act and Taxation Issues
3.0
Corporate
Governance
Supervisor
He, Jhong-Ren
Read the TCFD report: Information highlights
3.0
“Financial Report Review”, Analysis of common deficiencies and important internal
control regulations
6.0
Analysis of the latest corporate governance policies and corporate governance assessment
practices
3.0
Job Title Name Trainingcourses Traininghours
General Manager Hsieh, Han-Chang 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
In thepost-epidemic era,how can circular economyhelpcompanies improve resilience? 3.0
International Anti-Money Laundering Trends and U.S. Sanctions and Export Control
Compliance Planning
3.0
AI security 3.0
Recent Amendments to the Corporate Mergers and Acquisitions Act and Taxation Issues 3.0
Corporate
Governance
Supervisor
He, Jhong-Ren Read the TCFD report: Information highlights 3.0
“Financial Report Review”, Analysis of common deficiencies and important internal
control regulations
6.0
Analysis of the latest corporate governance policies and corporate governance assessment
practices
3.0

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 22[nd] Board of Directors elected members of the 5[th] Remuneration Committee as Liang, Wen-Jing (convenor), Huang, Ya-Huei, and Li, Shu-Jhen. The 5[th] Remuneration was held on November 2, 2021, The first meeting of the Committee.

1. Members of the Remuneration Committee

April 09, 2023

April 09, 2023
Qualification
Separate
(Note1)Name

Professional Qualifications and Experience
(Note 2)
Independence
(Note3)
Number of
Concurrently
Serving as a
Remuneration
Committee of
Another Listed
Company
Independent-
Director
Convener
Liang, Wen-Jing Please refer to the Director Independence Assessment Form on
pages 20-21.
Please refer to the Director Independence Assessment Form on
pages 20-21.
0
Independent-
Director
Huang, Ya-Huei Please refer to the Director Independence Assessment Form on
pages 20-21.
Please refer to the Director Independence Assessment Form on
pages 20-21.
0
Independent-
Director
Li, Shu-Jhen Please refer to the Director Independence Assessment Form on
pages 20-21.
Please refer to the Director Independence Assessment Form on
pages 20-21.
0

Note 1: Please specify in the form the relevant working years, professional qualifications and experience and independence of each member of the Compensation Committee. If they are independent directors, please refer to the Director Independence Assessment Form on pages 20-21. Please fill in the series as independent directors or others respectively (if it is the convener, please add a note). Note 2: Professional qualifications and experience: State the professional qualifications and experience of individual compensation committee members.

Note 3: Independence Condition: Clarify that the members of the Compensation and Remuneration Committee are independent, including but not limited to whether they, their spouse, or relatives within the second degree are the directors, supervisors or employees of the company or its affiliated companies; The number and proportion of the company's shares held by the person, spouse, relatives within the second degree of relatives (or in the name of others); Whether they are directors, supervisors or employees of a company that has a specific relationship with the company (refer to Article 6, Paragraph 1, Subparagraphs 5 to 8 of the Regulations on the Establishment and Exercise of Powers of the Compensation and Remuneration Committee of Companies Listed in Stocks or Trading at the Business Office of Securities Firms) ; The amount of remuneration received for providing business, legal, financial, accounting and other services to the company or its affiliates in the last two years.

  1. Operations of the Remuneration Committee

  2. (1) The Company’s Remuneration Committee consists of 3 members.

  3. (2) Current term of office: August 24, 2021~August23, 2024. The Committee held 2 ( A ) meetings in the 2022 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 2 0 100% Note 3
Member Huang,Ya-Huei 2 0 100% Note4
Member Lee, Shu-Jhen 2 0 100% Note 3
Other notes:
1. If the Board of Directors does not adopt, or amend, 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 to 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
3. Terms of reference:
1) Formulate and regularly review the policies, systems, standards and structures of directors and managers' performance
evaluation and salary remuneration.
2)Regularlyevaluate and determine the remuneration of directors and managers.
  • Note: (1) Where a Remuneration committee 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 member before the end of the fiscal year, please list out both the new and the discharged Remuneration committee 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 4[th] and 5[th] Remuneration Committee and took office on August 24, 2021.

  • (4) Huang, Ya-Huei is a member of the 3[rd] , 4[th] , and 5[th] Remuneration Committee and was reelected on August 24, 2021.

  • Important resolutions of the Remuneration Committee in the most recent year (2022)

Conference Name Meeting
Date
Important Resolution Resolution
Result
Remuneration
Committee
members’
opinions
2ndmeeting of
the 5th
Remuneration
Committee
2022.01.21 1. Proposal of the Company's
manager's year-end bonus
distribution plan of 2021.
2. Proposal of distribution
Director compensation and
employee remuneration year
2021 the total number of
cases.
Approved
Unanimously.
No objection.
3rdmeeting of
the 5th
Remuneration
Committee
2022.11.01 Explanation the Organization of
the Ambassador Hotel Taipei
Approved
Unanimously.
No objection.
  • 45 -

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 Reasons
Yes No Abstract Explanation
1. Does the Company establish a governance
structure to promote sustainable
development, and set up a dedicated (or ad-
hoc) sustainable development organization
with the Board of Directors’ authorization for
senior management, which reports to the
Board of Directors?
2. Does the Company follow the 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?
(The principle of materiality refers to those
who have a significant impact on the
Company's investors and other stakeholders
in relation to environmental, social, and
corporategovernance issues.

V
V
1. The Company has set up a promoting sustainable development
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 promoting the proposal and
implementation of sustainable development 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 19thBoard of Directors in 2015, the
establishment of the Corporate Social Responsibility Committee
and related procedures have been reported and approved, and
the 4thmeeting of the 22ndboard of directors in 2022 has passed
the revision of the "Code of Practice for Corporate Social
Responsibility" to "Code of Practice for Sustainable
Development”. The committee shall prepare the annual
sustainable development report (the corporate social
responsibility report before 2020) and present it to the board of
directors meeting annually.
The Company has established a " Promoting Sustainable
Development Committee", formulated the "Code of Practice for
Sustainable Development " and got approval from the board of
directors. The implementation status of 2021 is summarized on
page 50 of the Company's annual report. The details are disclosed
in the Company's Sustainability Rereport, which has been
reviewed and reported at the board of directors.

None
None
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reasons
Yes No Abstract Explanation
3. Environmental Topic
(1) Has the Company set an environmental
management system designed to industry
characteristics?
V 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
(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

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
Sustainability Report for the past two years. Actions of energy
saving, carbon reduction and greenhouse gas reduction are listed
as follows
None
None
None
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reasons
Yes No Abstract Explanation
and other waste management policies?
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 operationalperformance or
V
V
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. Promotes paperless e-office.
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 92~94 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
bythe employees,to handle various welfare matters. The

None
None
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reasons
Yes No Abstract Explanation
achievements with employee salary and
compensation?
(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
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.
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 92~94 for the implementation status.
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.
In order to achieve the activation of the organization and the
rejuvenation of cadres, the promotion of talents is based on
internal outstanding employees, and the "Ambassador
Academy" training program is continuously implemented.
The candidates are selected by the heads of various
departments, and a one-year training and assessment is
carried out. Provide coaching for trainees in job skills,
problem solving,etc. A series of leadershipmanagement

None
None
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reasons
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
courses are also planned, hoping that through such a system,
employees' leadership and execution skills can be cultivated,
and supervisors' leadership and management capabilities and
team performance can also be improved.
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
acquired 3rdcertification 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 sustainable development code of practice according to “Listed Companies Sustainable Development 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, and the 4thmeeting of the 22ndboard of directors in 2022 has passed the revision of the "Code of Practice for Corporate Social
Responsibility" to "Code of Practice for Sustainable Development”.
  1. If the Company has established its sustainable development code of practice according to “Listed Companies Sustainable Development 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 3[rd] meeting of the 20[th] Board of Director in 2015, and the 4[th] meeting of the 22[nd] board of directors in 2022 has passed the revision of the "Code of Practice for Corporate Social Responsibility" to "Code of Practice for Sustainable Development”.
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reasons
Yes No Abstract Explanation
7. Other important information to facilitate better understanding of the Company’s implementation of promoting sustainable development:
1. Environmental protection
The Company is committed to improving the efficiency of the use of various resources, and has established an appropriate environmental policy with
reference to the industry standards as well as to comply with domestic environmental safety regulations. Besides, the Company actively promotes
environmental protection concepts in various activities. For details, please refer to pages 46~50 and 52~56 of the Company's annual report.
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 52~56 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 52~56 of the
Company's annual report.

The Company has been caring for the underprivileged minority for a long time. It has also continuously contributed to social emergency assistance. It honors corporate social responsibility as one of the core values 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.

  • * Yeang Der Group and the Asian Tour Headquarters have renewed their cooperation for threeyear 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 " Yeang Der TLPGA Open", the " Yeang Der TPC Championship" and the " Yeang Der 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, 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 Yeang Der TPC Championship", sponsored by the Yeang Der 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 large-scale 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 its 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

  • 52 -

Sustainability Hope Continued] as theme. It invited the old captain with decades of fishing experience, the Neritic Squid expert and the Wanli Crab connoisseur to express 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 Yeang Der 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, 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.

  • 53 -

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 Kongstyle sliced duck, and also let the children wear chef’s 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

  • 54 -

gourmet chefs every year to develop sustainable new year dishes by using environmentfriendly 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, Jian-Long 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.

  • 2021

  • * The Company held a spring festival couplet charity sale during the New Year Holidays and all

  • 55 -

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 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.

  • * The Ambassador Hotel cooperated with Unilever to jointly handle the "Star Chef Training Program", with 4 heavyweight chefs as lecturers, including Executive Chef Lin, Jian-Long, A CUT Steakhouse, which won one Michelin star, and the Ambassador Executive Chef Ling, Wei-Lian of Western Food and two chefs Yang, Qian-Yi and Yang, Wen-Xiong of the Ambassador Bakery joined hands to teach students in a personal interactive way, providing free access to young people in special circumstances to learn about the catering industry, interact with the chefs, and cultivate their skills and expertise.

2022

  • * 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 for the fourth year consecutively

  • * Although the Hotel Industry has been greatly impacted during the epidemic, at the MidAutumn Festival, the Company sent 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.

  • * The Ambassador Hotel cooperated with Unilever to jointly handle the " Celebrity Chef Training Program ", with 3 heavyweight chefs as lecturers, including Executive Chef Lin, Jian-Long, and the Ambassador Executive Chef Li, Wen-Kang of Western Food, and chef Yang, Wen-Xiong of the Ambassador Bakery joined hands to teach students in a personal interactive way, providing free access to young people in special circumstances to learn about the catering industry, interact with the chefs, and cultivate their skills and expertise.

  • * 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?



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
(https://investor.ambassador-
hotels.com/report/106IntegrityRule.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.
None
None
  • 57 -
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reason
Yes No Abstract Explanation
(3) Whether the Company has established relevant
policies that are duly enforced to prevent
unethical conduct, provided implementation
procedures, guidelines, consequences of violation
and complaint procedures, and periodically
reviews and revises such policies?
V To prevent unethical conduct, in addition to the
establishment of the " Ethics and Business Conduct ",
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.
None
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 Companyhas establishedpolicies to

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’spolicies of the board of directors
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
prevent conflict of interests, provide appropriate
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 stipulated that, whenever there is interest conflict,
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
three 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 director 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 to provide the basis for the board
of directors to issue the "Internal Control
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 Statement". After approved by the board of
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?
(3)Does the Companyadoptproper measures to
V 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.
The Companyhas notyet formulatedpolicies or
None
Plan to implement as
scheduled.
Plan to implement as
  • 60 -
Evaluation Item Implementation Status Implementation Status Implementation Status Variance and Reason
Yes No Abstract Explanation
prevent a complainant from retaliation for his
filinga complaint?
procedures. 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 (https://investor.ambassador-
hotels.com/report/106IntegrityRule.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 57~61 pages.
  1. 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 57~61 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.ambassador-hotels.com)

9. Other information enabling a better understanding of Company Corporate Governance:

  1. 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. 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.

  3. The Company has formulated the procedures for handling important internal information in the Company's internal control system. The fifth meeting of the 18[nd] 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.

  4. 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, 2015. In 2022, the 4[th] meeting of the 22[nd] session of the Board of Directors approved the amendment of the "Code of Practice for Corporate Social Responsibility" to the "Code of Practice for Sustainable Development".

  5. The Company has set up a corporate governance column (https://investor.ambassadorhotels.com/) on the Company's website and provides relevant regulations on corporate governance for internal and external stakeholders to read and download.

  6. 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.

  7. 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.

  8. 62 -

10. Status of internal control system

(1) Internal Control Declaration

The Ambassador Hotel Co., Ltd.

Declaration of the International Control System

Date: March. 7, 2023

The Company inspected the 2022 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, and regulatory compliance of financial reports.

  2. 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 in the environment and other circumstances. Therefore, the Company’s 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.

  3. 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 subcategories. Please refer to “the Regulations” for details.

  4. The Company has implemented criteria for inspection of the internal control system referred to above to ascertain its effectiveness, design, and implementation.

  5. The Company, based on the inspection results, declared (on December 31, 2022) 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 and regulatory compliance.

  6. 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.

  7. The Declaration of the Internal Control System was resolved at a meeting of the Board of Directors on March 7, 2023, with no objections by any of the 15 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

==> picture [46 x 46] intentionally omitted <==

==> picture [46 x 45] intentionally omitted <==

  • (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 the
Securities
Exchange
Act
Opinions of
Independent
Director
Oppose or
Retention
4thmeeting
of the 22nd
BOD
2022.03.08 1. Proposal of distribution of 2021 employee
remuneration and Director compensation.
2. Proposal of 2021 business report and financial
statement, please recognize.
3. Proposal of distribution of 2021 surplus, please
recognize.
4. The date and location of the 2022 regular
shareholders' meeting, the date of acceptance of
shareholder proposals, and the nomination of
director candidates
5. Regular assessment of the independence of CPAs
appointed by the Company.
6. Submission of 2021 “Internal Control Statement”
based on the results of self-inspection.
7. Proposal for amendment to “Articles of
Incorporation”.
8. Proposal for amendment to “Procedures for
Acquisition or Disposal of Assets”.
9. Proposal for amendment to “Corporate Social
Responsibility Best Practice Principles” and
“Corporate Governance Best Practice Principles”.
10. Approved to lift of the corporate director
representative’s non-competition restrictions.
11. Approved to lift of non-competition restrictions
on the managerial personnel of the Company.
12. Case of the manager position change.
13. The general short-term and medium-term
secured loans and issuance of commercial
promissory notes to the 20 financial institutions
including the First Bank.
14. The sale and leaseback case of Hsinchu
Ambassador Hotel and Hsinchu Administration
Building.
V
V
V
V
V
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.
  • 64 -
Conference
Name
Conference
Name
Meeting Date Important Resolution Matters
Specified
in Article
14-3 of the
Securities
Exchange
Act
Opinions of
Independent
Director
Oppose or
Retention
5thmeeting
of the 22nd
BOD
2022.05.03 No resolution matters None
No resolution matters
6thmeeting
of the 22nd
BOD
1. Case of business address change.
V
V
None
2. Application to First Bank for a credit line for the
renovation of a dangerous old building in Taipei。
3. Case of the audit supervisor change.
meeting 4.Proposal for amendment to “Regulations
2022.08.02 Governing of Implementation of Internal Control”
and “Regulations Governing of Implementation of
Internal Auditing.
Opinions of Independent Director: None.
The Company's handling of independent directors' opinions: None.
Resolution Result:Allattending directors agreed to pass.
7thmeeting
of the 22nd
BOD
2022.11.01 1. Proposal of 2023 plans.
2. Proposal of 2023 internal audit plans.
3. Proposal of 2023 compensation to CPAs.
4. Donation to the “Memorial Foundation of Mr.
Ching-Teh Hsu” proposal.
5. Capital increase of subsidiary Ambassador
Investment Co., Ltd.
6. Proposal of transferring the stock exchange to a
professional stock exchange agency.
7. Proposal of the revised “internal major
information processing operating procedures”.
8. Case of the Ambassador Hotel Taipei
organization.
9. The general short-term and medium-term secured
loans and issuance of commercial promissory
notes to the 20 financial institutions including
First Bank.
V
V
V
V
V
None
Opinions of Independent Director: None.
The Company's handling of independent directors' opinions: None.
Resolution Result:Allattending directors agreed to pass.
8thmeeting
of the 22nd
BOD
2023.03.07 1. Proposal of distribution of 2022 employee
remuneration and Director compensation.
2. Proposal of 2022 business report and financial
statement, please recognize.
3. Proposal of distribution of 2022 surplus, please
recognize.
4. The date and location of the 2023 annual regular
shareholders' meeting, the date of acceptance of
shareholder proposals, and the nomination of
director candidates.
None
  • 65 -
Conference
Name
Meeting Date Important Resolution Matters
Specified
in Article
14-3 of the
Securities
Exchange
Act
Opinions of
Independent
Director
Oppose or
Retention
5. Regular assessment of the independence of CPAs
appointed by the Company.


6. Submission of 2022 “Internal Control Statement”
based on the results of self-inspection.
7. The case of Kaohsiung Branch Deregistration.
8. Case of the manager position change.
9. The case of abolishingKaohsiungBranch.
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 22nd
BOD
2023.05.09 1.To establish the general principles for the pre-
approval of certified accountants and firms
providing "non-assured services".
2. Drafting the company's internal regulations.
(1) Sustainability Report preparation and
verification procedures
3. Revise the "Internal Control System" and
"Internal AuditImplementation Rules".
None
Opinions of Independent Director: None.
The Company's handling of independent directors' opinions: None.
Resolution Result: All attending directors agreed to pass.
2022
Annual
shareholders’

2022.06.14
1. Proposal of 2021 business report and financial statement, please recognize.
◎Implementation situation: The 2022 annual shareholders’ meeting has
passed the resolution.
2. Proposal of distribution of 2021 surplus, please recognize.
◎Implementation situation: The 2022 annual shareholders’ meeting has
passed the resolution that due to the continued severe epidemic situation; it
is planned to retain cash to supplement working capital, and it is planned
not to distribute dividends.
3. Proposal for amendment to “Articles of Incorporation”, please recognize.
◎Implementation situation: The 2022 annual shareholders’ meeting has
passed the resolution, implemented in accordance with the revised
“Articles of Incorporation”, and disclosed on the Company's website.
4. Proposal for amendment to “Procedures for Acquisition or Disposal of
Assets”, please recognize.
◎Implementation situation: The 2022 annual shareholders’ meeting has
passed the resolution, implemented in accordance with the revised internal
procedures, and disclosed on the Company's website.
5. Approved to lift non-competition restrictions on new directors, please
consider.
◎Implementation situation: A list of circumstances in which directors and
their representatives have been released from serving as other for-profit
enterprises has been announced.
meeting
  • 66 -

13. 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

14. 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:

Title Name Onboarding
Date
Resignation
date
Reason for discharge
or resignation
Internal Audit
Supervisor
Cao, You-Zhen 2022.08.04 2022.07.31 Individual Career Planning

15. Directors' training situation

May10,20203 May10,20203 May10,20203 May10,20203 May10,20203
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 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
to the “Securities Investors and
Association of
Futures Traders Protection
Industry and
Act” on the company’s
Commerce,
directors and supervisors and
Taiwan (CNAIC)
practical case analysis.
2021.09.02 2021.09.02 Chinese National Discussion on the practice of 3.0
Association of corporate law compliance and
Industry and the legal responsibility of the
Commerce, person in charge of the
Taiwan(CNAIC) company
2021.09.28 2021.09.28 Chinese National Corporate brand management 3.0
Association of and crisis management
Industry and
Commerce,
Taiwan(CNAIC)
2022.08.16 2022.08.16 Chinese National Recent Amendments to the 3.0
Association of Corporate Mergers and
Industry and Acquisitions Act and Taxation
Commerce, Issues
Taiwan(CNAIC)
2022.08.26 2022.08.26 Chinese National Recent Amendments to the 3.0
Association of Corporate Mergers and
Industry and Acquisitions Act and
Commerce, Discussion of Tax Issues
Taiwan(CNAIC)
  • 67 -
Elected Study situation Hours of
Job Title Name (inauguration) Organizer Course Title Advancement
Course name
Date From To Hours
Legal Director Hsu, Shu-Wan 2003.05.30 2020.06.30 2020.06.30 Independent Practical operation and 3.0

Representative
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)
2021.10.27 2021.10.27 Securities and 2021
Insider
Equity

3.0
Futures Institute Transaction Legal Compliance
PublicityBriefing
2021.10.29 2021.10.29 Taiwan Corporate Governance and Strategy of 3.0
Governance Sustainable Development of
Association Enterprises
(TCGA)
2022.11.15 2022.11.15 Taiwan Corporate Analysis of Management 3.0
Governance Rights Competition and
Association Prevention Strategies
(TCGA)
Legal Director Lin, Zhan-Chuan 2006.05.26 2020.07.24 2020.07.24 Taiwan Insurance Talking about the liability and 3.0
Representative 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
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
2021.07.06 2021.07.06 Taiwan Insurance Study on “Key Points of 3.0
Institute (TII) Information Security
Governance from Information
SecurityInsurance”
2021.09.14 2021.09.14 Taipei Exchange “2021 Issue No. 17 - Analysis 3.0
(TPEx) of the Principles of Fair
Hospitality”
2021.10.13 2021.10.13 Securities and 2021 Insider Equity 3.0
Futures Institute Transaction Legal Compliance
PublicityBriefing
2022.11.02 2022.11.02 Securities and The 14thGreen Energy 3.0
Futures Institute Investment Trends in 2022 -
Taiwan Renewable Energy
Market and Trends
  • 68 -
Elected Hours of
Course Title
Job Title Name (inauguration) Study situation Organizer Advancement
Course name
Date Hours
2022.12.01 2022.12.01 Securities and Issue18, 2022 -Explanation of 3.0
Futures Institute theprinciple of fair hospitality
2022.12.05 2022.12.05 Securities and Issue 19, 2022 - How Boards 3.0
Futures Institute of Directors Can Implement
Protection for Senior
Consumers
Legal Director Lin, Han-Dong 1988.04.28 2020.05.19 2020.05.19 Chinese National The impact of the 3.0
Representative 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 Lin, Po-Fong 2006.05.26 2020.02.21 2020.02.21 Taiwan Corporate Trends and risk management 3.0
Representative 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
2021.03.30 2021.03.30 Taiwan Academy Corporate Governance Lecture 3.0
of Banking and - Fintech Series (Issue 2)
Finance(TABF)
2021.04.14 2021.04.14 Taiwan Corporate Governance 3.0
Association of Evaluation - The most
Board Governance important intellectual property
(TABG) management items that the
board of directors must pay
attention to.
2021.05.12 2021.05.12 Securities and Discussion on Remuneration 3.0
Futures Institute Issues of Employees and
Directors-From the
Amendment of Article 14 of
the Securities and Exchange
Law
2021.08.19 2021.08.19 Securities and Discussion on Employee 3.0
Futures Institute Reward Strategies and Tools
Application
2022.02.24 2022.02.24 Taiwan Securities Development and market 3.0
Association analysis of new business
models in the Metaverse
2022.03.23 2022.03.23 Development and The protection, strategy, and 3.0
market analysis of crisis management of
new business information security from the
models in the perspective of the metaverse
Metaverse boom.
  • 69 -
Elected Hours of
Course Title
Job Title Name (inauguration) Study situation Organizer Advancement
Course name
Date Hours
2022.04.12 2022.04.12 Securities and How to effectively maintain 3.0
Futures Institute the brand value of enterprises
from the recent famous
trademark cases
2022.05.01 2022.05.01 Taiwan Securities Causes of Financial Fraud and 3.0
Association How to Prevent It
2022.06.14 2022.06.14 Securities and How the audit committee 3.0
Futures Institute implements the financial
statement review
Legal Director Du, Heng-Yi 2010.05.17 2020.03.25 2020.03.25 Taiwan Academy Corporate Governance Lecture 3.0
Representative 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)
2022.03.07 2022.03.07 Taiwan Insurance Challenges and Future Trends 3.0
Institute (TII) of Insurance Information
Security
2022.05.31 2022.05.31 Taiwan Academy Financial Technology and 3.0
of Banking and Money Laundering Prevention
Finance(TABF)
2022.06.28 2022.06.28 Securities and Quick reading and preparation 3.0
Futures Institute of ESG disclosure
requirements for Corporate
Governance 3.0
2022.08.25 2022.08.25 Taiwan Insurance The impact of changes in 3.0
Institute (TII) financial performance
measurement rules on
insurance companyoperations
2022.09.16 2022.09.16 Taiwan Insurance Explanation of the principle of 3.0
Institute(TII) fair hospitality
Legal Director Hsieh, Han-Chang 1997.04.30 2020.03.17 2020.03.17 Chinese National Discuss the new thinking of 3.0
Representative 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.
2021.09.03 2021.09.03 Chinese National In the post-epidemic era, how 3.0
Association of can circular economy help
Industry and companies improve resilience?
Commerce,
Taiwan(CNAIC)
2021.10.05 2021.10.05 Chinese National International Anti-Money 3.0
Association of Laundering Trends and U.S.
Industry and Sanctions and Export Control
Commerce, Compliance Planning
Taiwan(CNAIC)
2022.08.24 2022.08.24 Chinese National AI security 3.0
Association of
Industry and
Commerce,
Taiwan(CNAIC)
2022.08.26 2022.08.26 Chinese National Recent Amendments to the 3.0
Association of Corporate Mergers and
Industry and Acquisitions Act and
Commerce, Discussion of Tax Issues
Taiwan (CNAIC)
  • 70 -
Elected Hours of
Course Title
Job Title Name (inauguration) Study situation Organizer Advancement
Course name
Date Hours
Legal Director Bryant Hsu (Note) 2016.09.01 2020.09.29 2020.09.29 Chinese National How to improve the self- 3.0
Representative 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
2022.09.27 2022.09.27 Chinese National Deciphering Financial 6.0
Association of Statements, Explaining
Internal Auditing Corporate Fraud and Fraud
2022.10.05 2022.10.05 Chinese National Global Anti-avoidance Trends 3.0
Association of and International Checking
Industry and Examples
Commerce,
Taiwan(CNAIC)
Independent Liang, Wen-Jing 2018.06.06 2020.09.24 2020.09.24 Securities and Propaganda Seminar on 3.0
Director 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
2021.10.15 2021.10.15 Securities and 2021 Insider Equity 3.0
Futures Institute Transaction Legal Compliance
PublicityBriefing
2021.10.26 2021.10.26 Taiwan Corporate Artificial intelligence 3.0
Governance technology development and
Association application business
(TCGA) opportunities
2022.10.14 2022.10.14 Securities and 2022 Insider Trading 3.0
Futures Institute Prevention Seminar
2022.10.26 2022.10.26 Securities and 2022 Legal Compliance 3.0
Futures Institute Briefing for Insider Stock
Transactions
Independent Li, Shu-Jhen 2018.06.06 2020.09.22 2020.09.22 Taipei Exchange, Listed "Corporate Governance 3.0
Director 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 Equity Trading in 2020
2022.10.12 2022.10.12 Securities and 2022 Legal Compliance 3.0
Futures Institute Briefing for Insider Stock
Transactions
Independent Huang, Ya-Huei 2015.06.03 2020.11.12 2020.11.12 Taiwan Corporate Prevention of insider trading 3.0
Director 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)
  • 71 -
Elected Hours of
Course Title
Job Title Name (inauguration) Study situation Organizer Advancement
Course name
Date Hours
2021.10.22 2021.10.22 Securities and 2021 Insider Equity 3.0
Futures Institute Transaction Legal Compliance
PublicityBriefing
2022.08.24 2022.08.24 Corporate Strategy and management of 3.0
Operating and corporate upgrading and
Sustainable transformation
Development
Association
2022.08.31 2022.08.31 Corporate The Importance of Intellectual 3.0
Operating and Property Rights Management
Sustainable for Corporate Governance
Development
Association

Note: On January 16, 2022, Shihlin Electric & Engineering Corp. was re-assigned the original representative director Lee, Ying-Chu to the representative director Bryant Hsu.

  • 72 -

IV. 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 2022.01.01~2022.12.31

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 Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands Unit: NT$ thousands
Firm Name CPA Name Audit Fee Non-audit Fee Period Covered
by
CPA’s Audit
Remark
Transfer Pricing
Report fee
Sustainability
Report and
Assurance fee
Subtotal
Ernst & Young Huang, Jian-ze 3,180 175 1,062 1,237 2022.01.01~
2022.12.31
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

  • 73 -

V. CPA replacement information in the recent two years: N/A

  • VI. Where the company's Chairman, President, or any managerial officer in charge of finance or accounting matters has in the preceding year held a position at the accounting firm of its certified public accountant or at an affiliate of such accounting firm, the name and position of the person and the period during which the position was held shall be disclosed: N/A .

  • VII. 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:

Job Title
Name
FY 2022 FY 2022 The current year As of April 09 The current year As of April 09
Shares Held
Increase
(Decrease)
Pledged shares
Increase
(Decrease)
Shares Held
Increase
(Decrease)
Pledged shares
Increase
(Decrease)
Director Yeang Der Investment Co., Ltd.
Representative /
Hsu, Shu-Wan
Lin, Zhan-Chuan
Kuo, Tun-Yu
3,750,000
0

0

0

2. Shareholding transferred (while the counterparty is a related party): N/A

3. Shareholding pledged (while the counterparty is a related party): N/A

  • 74 -

VIII. Information on the top ten shareholders who are related to each other or are spouses or relatives within the second degree of kinship:

Name
(Note 1)
Current shareholding Current shareholding 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
Name, relationship of top 10 shareholders being the
related party as spouse or kin within the second tier
under the Civil Code(Note 3)
Name, relationship of top 10 shareholders being the
related party as spouse or kin within the second tier
under the Civil Code(Note 3)
Remark
Number of
Shares
% Number
of Shares

%
Number
of Shares
% Name Relationship
1 Shihlin Electric &
Engineering Corp.
66,918,617 18.24% 0 0% 0 0% HCT Logistics Co., Ltd.
Yeang Der Investment
Co.,Ltd.
The same person as the
chairman of the company.
Spouses of Representative
of the company
Representative /
Emmet Hsu
420,862 0.115% 0 0% 0 0% N/A N/A
2 De Hong Investment
Corp.
29,074,000
7.92%
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
3 HCT Logistics Co.,
Ltd.
28,157,000
7.67%
0 0% 0 0% Shihlin Electric &
Engineering Corp.
Yeang Der Investment
Co.,Ltd.
The same person as the
chairman of the company.
Spouses of Representative
of the company
Representative /
Emmet Hsu
420,862 0.115% 0 0% 0 0% N/A N/A
4 Xin He Investment
Corp.
25,035,000
6.82%
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 Yu Hong Investment
Corp.
21,193,000
5.78%
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
6 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
7 The major investment
account of the First
Securities (Hong
Kong) entrusted to
Citibank(Taiwan)
13,079,000
3.56%
0 0% 0 0% N/A N/A
8 Chang Hong
Investment Corp.
12,701,000
3.46%
0 0% 0 0% N/A N/A
Representative /
Yao,Wun-Liang
0
0%
0 0% 0 0% N/A N/A
9 Shin-Kong Life
Insurance Service
Co.,Ltd.
8,217,000
2.24%
0 0% 0 0% N/A N/A
Representative /
Pan,Po-Cheng
0
0%
0 0% 0 0% N/A N/A
10 Yeang Der Investment
Co.,Ltd.

7,969,349
2.17% 0 0% 0 0% N/A

Representative /
Kuo, Tun-Yu
0 0% 420,862 0.115% 0 0% Shihlin Electric &
Engineering Corp.
HCT Logistics Co., Ltd.
Spouses of Representative
of the company
Spouses of Representative
of the company
  • 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.

  • 75 -

XI. 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. 56,098,939
99.99%

0

0.00%
56,098,939
99.99%
Benz Investment Corp. 50,798,841
99.99%

0

0.00%
50,798,841
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%
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%
Ambassador Property Management Co.,
Ltd.
1,000,000 100.00%
0

0.00%
1,000,000 100.00%
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, 2022.

  • 76 -

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
increases 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.

  • 77 -
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

April 09, 2023

Composition of
Shareholders
Quantity


Government
Apparatus
Financial
Organization
Other
Juridical
Persons
Individuals Foreign
Institution
or Foreigner
Total
NumberofShareholders 0 6 217 30,375 81
30,679
NumberofShares 0 11,815,875 256,992,514
57,516,494

40,598,460
366,923,343
Shareholdingratio % 0.00%
3.22%

70.04%

15.68%

11.06%

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

3. Distribution Profile of Share Ownership 3. Distribution Profile of Share Ownership 3. Distribution Profile of Share Ownership 3. Distribution Profile of Share Ownership
April 09,2023
Shareholders Ownership Number of
Shareholders
Number of Shares
Owned(Shares)
Shareholding ratio (%)
1 ~ 999 24,067 2,226,992 0.61%
1,000 ~ 5,000 5,410 10,610,755 2.89%
5,001 ~ 10,000 592 4,499,001 1.23%
10,001 ~ 15,000 144 1,844,469 0.50%
15,001 ~ 20,000 106 1,945,393 0.53%
20,001 ~ 30,000 79 2,025,214 0.55%
30,001 ~ 40,000 33 1,178,232 0.32%
40,001
50,000
29 1,384,613 0.38%
50,001 ~ 100,000 70 5,229,893 1.43%
100,001 ~ 200,000 43 5,908,582 1.61%
200,001 ~ 400,000 36 10,741,101 2.93%
400,001 ~ 600,000 10 4,944,853 1.35%
600,001 ~ 800,000 9 6,125,883 1.67%
800,001 ~ 1,000,000 9 8,151,897 2.22%
1,000,001 and above 42 300,106,465 81.78%
Total 30,679 366,923,343 100.00%

4. Major Shareholders

4. Major Shareholders 4. Major Shareholders 4. Major Shareholders
April09,2023
Quantity of shares
Names of Major Stockholders

Total shares owned
(Shares)
Shareholding ratio
(%)
Shihlin Electric & EngineeringCorp. 66,918,617
18.24%
De HongInvestment Corp. 29,074,000
7.92%
HCT Logistics Co.,Ltd. 28,157,000
7.67%
Xin He Investment Corp. 25,035,000
6.82%
Yu HongInvestment Corp. 21,193,000
5.78%
Jin Der ShengCo.,Ltd. 20,512,000
5.59%
The major investment account of the First Securities
(HongKong)entrusted to Citibank(Taiwan)
13,079,000
3.56%
ChangHongInvestment Corp. 12,701,000
3.46%
Shin-KongLife Insurance Service Co.,Ltd. 8,217,000
2.24%
YeangDer Investment Co.,Ltd. 7,969,349
2.17%
  • 78 -

5. Market Price, Net Value, Earnings and Dividends per Common Share Latest two years

Years
Item
Years
Item
Years
Item

2021
2020 The current year
As of May 9, 2023
(Note 8)
Market
price per
share
(Note 1)
Highest 34.90 32.25 43.25
Lowest 29.70 25.55 31.70
Average 31.87 29.36 36.99
Net value
per share
(Note 2)
Before distribution 36.58 32.54
After distribution The annual
shareholders’ meeting
has notyet been held.
32.54
Earnings
per share
Weighted Average Outstanding
Shares
366,923,343 366,923,343
EPS (loss) (Note 3) 2.97 (0.24)
Dividend
per Share
Cash Dividend The annual
shareholders’ meeting
has notyet been held.
0
Stock
Dividend
Surplus allotment 0 0
Capital reserve allotment
0
0
Accumulated Undistributed
Dividends(Note 4)
0 0
Investment
Return
Analysis
Price / Earnings Ratio (Note 5) 11 (122)
Price / Dividend Ratio (Note 6) The annual
shareholders’ meeting
hasnotyetbeen 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 2023.

  • 79 -

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, however 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$)
2017 0.4
2018 0.4
2019 0
2020 0
2021 0

The 2022-year surplus distribution proposal was approved by the board of directors and the proposed NT$ 0.5 per share distribution of cash dividend is still pending for the resolution of the annual shareholders’ meeting on June 07, 2023.

3. Expected major changes: None

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

  1. 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.

  1. 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

  2. 80 -

amount and the estimated amount: Listed as profit and loss for the following year.

  1. Board of Directors adoption of remuneration information

  2. (1) The proposed distribution of employee cash compensation is 32,000,000 (2.78%), employee stock dividend is 0; directors and supervisors' remuneration are 16,000,000 (1.39%).

  3. (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%.

  4. (3) After the proposed distribution of employee compensation and the compensation of directors and supervisors, the basic after-tax earnings per share is NT$ 2.97.

  5. 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

The employees’ compensation and directors' remuneration are not listed in 2021

9. Share Repurchases by the CompanyNone.

10. Issuance of Corporate Bonds: None.

11. Issuance of Preferred StockNone.

12. Issuance of Global Depositary ReceiptsNone.

13. Issuance of Employee Stock OptionsNone.

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 CompaniesNone.

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.

  • 81 -

V. Operation Overview

I. Operation content

1. Business scope

  • (1) The main contents of the business operated by the Group are as follows

  • F203010 Retail Sale of Food, Grocery and Beverage

  • F501030 Beverage Shops

  • F501060 Restaurants

  • G202010 Parking area Operators

  • H201010 Investment

  • H701010 Housing and Building Development and Rental

  • H701040 Specific Area Development

  • H701060 New Towns, New Community Development

  • H703090 Real Estate Business

  • H703100 Real Estate Leasing

  • J701020 Amusement Parks

  • J701040 Recreational Activities Venue

  • J702080 Bar

  • J901011 Tourist Hotel

  • JA03010 Laundry

  • 16 JE01010 Rental and Leasing

  • JZ99020 Sauna

  • JZ99080 Beauty and Hairdressing Services

  • ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.

(2) Business proportion

Business proportion
Item Percentage of operatingincome 2022
Room revenue 23%
Cateringrevenue 75%
Other revenue 2%
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.

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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.

Chinese cuisine restaurant

As the Ambassador Chinese Cuisine 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.

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 bread 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 area. 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!

Conference and banquet hall

The Ambassador Hotels in Taipei, Hsinchu, and Kaohsiung all have large pillarless highrise 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

  • 83 -

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 Beijing 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.

B. Guest room :

The Ambassador Hotel Taipei

Rooms in the Ambassador Hotel Taipei stopped operating housing services from July 1, 2021.

The Ambassador Hotel Hsinchu

The entire building has 257 rooms with excellent city views, including 78 deluxe rooms, 71 executive rooms, 65 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 442 guest rooms in the whole building, including 136 exquisite rooms, 111 harbor-view rooms, 29 deluxe harbor-view rooms, 148 deluxe rooms, 17 Ambassador suites, and 1 presidential suite.

(4) New product development

The Ambassador Hotel Taipei is being renovated and Kaohsiung will be renovated in a cooperative development project. After the renovation of the Ambassador Hotel Taipei, the Palace Hotel will be authorized to operate. The Company has signed a letter of intent for cooperation with the Palace Hotel, and related brand authorization and guest room entrustment management contracts are being signed one after another. In the future, in addition to hotels, authentic Professional management of top Japanese-style hotels will also officially enter the hotel-style mansion. The preliminary planning of the Ambassador Hotel Kaohsiung Cooperative Development Project is similar to the application of the Ambassador Hotel Taipei for renovation of the old and dangerous. Currently, product positioning is being carried out, and it will be rebuilt into a hotel and hotel-style service mansion.

  • 84 -

2. Industry Overview

(1) Industry Status

The COVID-19 epidemic has hit our country's tourism industry. According to statistics, the number of tourists to Taiwan in 2022 was more than 890,000, compared with more than 140,000 tourists in 2021, significant growth, but still far from pre-epidemic levels. Although the government continues to promote relevant policies to revitalize domestic tourism, it is difficult to make up for the shortage of international tourists, and the impact on urban tourism hotels is particularly obvious. As the domestic epidemic situation stabilizes and the epidemic prevention control is gradually opened, the Ambassador Hotel will continue to provide highquality service quality, innovative dishes and continue to strengthen food safety control, so that customers can have a different experience and prepare for the recovery of the tourism industry after the epidemic has stabilized.

(2) Relevance of the industry's upper, middle, and lower reaches

==> picture [482 x 370] intentionally omitted <==

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

Upper reaches Middle reaches Lower reaches
Fresh Food Supplier
Dining
Beverage supplier
Section
General Supplies
Supplier
consumer
Room Supplies
Supplier
Online booking
Guest
room
Personal reservation
Section
Travel agency
booking
Company
Reservation
Provide raw materials
International Tourism Hotel
Reservation
----- End of picture text -----

(3) Product development trends and competition

For the tourism and tourism industry, the great challenge in 2022 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, global tourist

  • 85 -

arrivals still down in 2022 compared to pre-epidemic levels, but tourism performance is picking up as the impact of the epidemic continues to fade.

For Taiwan, domestic outbreak resumes in late April 2022, the number of people dining out and gathering has plummeted, which was affect the catering and accommodation business. As people become more aware of living with the epidemic, and both catering and domestic accommodation began to recover. Since October 2022, the government has relaxed border control measures, and the number of international business contacts and overseas tourist arrivals has rebounded, However, compared to the outlook for the epidemic, operations are still very difficult.

3. Technology and R&D OverviewN/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 has 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 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) The Ambassador Hotel Taipei will undergo reconstruction of urban unsafe and old buildings, the Ambassador Chinese Cuisine and A CUT Steakhouse will continue to operate in Fubon Liaoning Building and 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.

  • 86 -

  • (4) The establishment of the "Kuo Bin Academy" is divided into four categories: catering, 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 Ambassador Hotel

  • (5) 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.

  • (6) 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 mainly comes from catering service and guestroom rental, which accounted for 75% and 23% of net operating revenue respectively for the year of 2022. 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
2022 90.9% 2.0% 1.3% 2.3% 0.1% 3.4% 100%
2021 94.2% 1.9% 0.4% 0.9% 0.1% 2.5% 100%

Source: The Company's own statistics

(2) Market Share

Market Share
Year Taipei Hsinchu Kaohsiung
Room Catering Room Catering Room Catering
2022 0% 6.5% 12.1% 28.5% 25.5% 10.2%
2021 1.2% 10.4% 10.7% 29.4% 27.4% 14.7%

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, so as to create competitive advantages and further promote the Company to more regions and better feedback to the wider consumers.

  • 87 -

(4) The supply and demand analysis and future growth of the market

According to statistics from the Tourism Bureau, a total of 895,962 tourists came to Taiwan in 2022, an increase of 537.79% over the same period last year. The visitor numbers and growth rates of the main source markets are as follows:

Japan 87,616 (771.28%), Hong Kong and Macau 32,089 (198.22%), Korea 51,748 (1468.12%), Mainland China 24,37 (83.75%), Southeast Asia 484,041 (641.16%), U.S. 90,614 (656.31%), Europe 65,990 (302.06%) and 14,301 (1867.13%) from New Zealand and Australia. Among them, there were 254,686 visitors for "tourism", an increase of 163160.26% compared with last year, accounting for about 28.43% of the total number of visitors, and 96,620 visitors for "business", an increase of 709.42% from last year. Overall, due to the government's gradual relaxation of immigration control in 2022, the number of international tourists has increased compared with last year, but still not back to pre-epidemic levels yet. In addition, as the government promotes the domestic travel subsidy, 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 enhance 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 "hospitality and innovation", positioning the Taipei branch as a "Taiwanese classic hotel", the Hsinchu branch as a "top business hotel", and Kaohsiung branch as an "urban leisure

  • 88 -

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. As people's awareness of living with the epidemic increases, their willingness to dine out and gather will rebound, expanding people's confidence in eating out, and with the relaxation of border control in October 2022, international business and tourist travelers will gradually return, which will increase the housing rate and food and beverage consumption, and is expected to gradually rebound to pre-epidemic levels.

  • C. Disadvantages and adaptive strategies

  • a. The arrival of international restaurant brands has intensified the competition in the market

    • 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.
  • 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, teamwork, 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

  • 89 -

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 hotel wares 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 thousand

Unit: NTD thousand Unit: NTD thousand
Years
Product

2022
2021
Amount % Amount %
Room cost 169,740
11.8%

209,469
16.7%
Cateringcost 744,276
51.5%

892,798
71.0%
Other cost 528,918
36.7%

154,202
12.3%
Total 1,442,934
100.0%

1,256,469
100.0%

6. Sales value of major service items in the last two years:

Unit: NTD thousand

Unit: NTD thousand Unit: NTD thousand
Years
Product
2022 2021
Amount % Amount %
Room revenue 335,606 23.1% 267,597 17.6%
Cateringrevenue 1,089,317 75.2% 1,232,146 81.2%
Other revenue 24,461 1.7% 18,600 1.2%
Total 1,449,384 100.0% 1,518,343 100.0%
  • 90 -

III. Employees

Information of employees in the most recent two years and as of the publication date of the annual report

of the annual report of the annual report
Year 2022 2021 As of
March 31,2023
No. of
Employee
Direct labor 397 445 266
Indirect labor 99 133 67
Management staff 201 239 161
Total 697 817 494
Average age 36.62 37.09 36.06
Averageyears of service 7.83 7.62 8.43
Academy Ratio
(%)
Doctor - - -
Master 3% 3% 3%
College 58% 60% 61%
Senior High School 27% 26% 24%
Under Senior High School 12% 11% 12%

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

(1) Improvement Plans 2023
None
2022
None

(2) Estimated Environmental Capital Expenditure for Next Three Annual Periods

●Pollution Prevention Equipment
Proposed to be Purchased or
Expenditure Contents
●Improvement to be Achieved
●Amount
(3) Post-improvement impact
● Impact on net profit
● Impact of competition position
Response actions failed to be adopted
(1) Reasons for not taking improvement
measures
(2) Pollution status
(3) Possible loss and compensation
amount
2026
None
None
None
2026
None
None
N/A
N/A
N/A
2025
None
None
None
2025
None
None
N/A
N/A
N/A
2024
None
None
None
2024
None
None
N/A
N/A
N/A

2. Response actions failed to be adopted

  • 91 -

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) There is a library, providing various books, magazines, and reference books for employees to read freely.

  • (h) There are subsidies for employees' marriage, funeral, maternity and children’s scholarships.

  • (i) 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, 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

  • 92 -

amount of employee education and training costs for the entire company in 2022 years is NT$278 thousand. The implementation status of the courses in 2022 years is as follows:

Training course Class Total Man-hours
Leadershipand management 32 268
Catering professional training 29 951
Foreign language training 6 125
Occupational safetyand health training 32 1,193
Total 93 2,412

Plan to implement the E-learning system, formulate internal lecturer management system, 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.

  • (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.

  • 93 -

  • (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
Chen, Yu-Zhen  Pre-employment Training Workshop for
Internal Auditors(18 hours)
Chen, Yun-Zhu  Pre-employment Training Workshop for
Internal Auditors(18 hours)
Chen, Zih-Yun
Power BI-Data Integration and Extensions
(3 hours)

Self-Assessment Practice(3 hours)
  • (2) Accounting supervisor
Name Training Institution Training Course & Hours
He, Jhong-Ren Accounting Research
and Development
Foundation in
Taiwan (ARDF)
 Self-assessment of Financial
Reporting in Practice: Transfer of
Investments Using the Equity
Method (3 hours)
 Case Studies on the Legal Liability
of Whistle Blowers in Economic
Crime and Financial Reporting
Fraud (3 hours)
 ESG Sustainability Practices: How
to Build a Culture and Report Well
(3 hours)
 "Information Security" in
Corporate Applications and Legal
LiabilityAnalysis(3 hours)

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

  • 94 -

VI. Safety Management of Information and Communication Technology

1. Describe the risk management framework of information and communication security, information and communication security policy, specific management plan and resources invested in information and communication security management, etc:

  • (1) Risk management framework for information and communication security

==> picture [412 x 214] intentionally omitted <==

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

Information Communication
Security Governance
- Develop information security
policies
Information
Risk Improvement Center Promoting Information Security Policy
- Improvement of internal operating - Policy Advocacy and Training
procedures - Introduction and implementation of
- Importing external solutions Legal information security measures
Internal
Audit
Units
Team
Risk Assessment
- Information Security Risk
Assessment
- Information Security Risk Audit
----- End of picture text -----

  • (2) Information Communication Security Policy

In order to promote the implementation, effective operation, supervision and management of information security management system, and to maintain the confidentiality, integrity and availability of important information systems, we promulgate this information security policy. The purpose of this policy is to provide a clear guideline for all employees in their daily work, and all employees are obliged to actively participate in promoting the information security policy to ensure the secure maintenance of data, information and communication systems, equipment and networks for all employees of the Company, and to ensure that all employees understand, implement and maintain it to achieve the goal of sustainable business operation, as follows:

  • (1) Implementing information and communication security and strengthening service quality

The ISMS (Information Security Management System) shall be implemented by all staff members, and all measures related to information communication operations shall ensure the confidentiality, integrity and availability of business information to avoid risks such as leakage, destruction or loss due to external threats or improper management by internal personnel, and choose appropriate protection measures to reduce risks to an acceptable level to continuously monitor, review and audit the information communication security system to enhance service quality and improve service standards.

  • (2) Strengthen information security promotion to ensure continuous operation

  • The company supervise all employees to implement information security management and continue to conduct appropriate information security promotion every year to

  • 95 -

establish the concept of "information security is everyone's responsibility", so as to make employees understand the importance of information security and urge them to comply with information security regulations, thereby improving information security intelligence and emergency response capability, reducing information security risks, and achieving the goal of sustainable operation.

  • (3) Improve emergency response and organizational resilience

Establish emergency response plans for critical information assets and businesscritical operations, and perform regular rehearsals of emergency response procedures to ensure rapid recovery in the event of information and communications system failure or major disasters, and to ensure continuous operation of critical operations and enhance organizational resilience

  1. Information and communication security control measures and specific management plan
Management Projects Specific Management Practices
Network Security
Management
 Evaluate or test network system security on an occasional basis
 Periodically or in a timely manner, we should send out the repair
of the security risks and vulnerabilities of the network operating
environment.
 Internal important websites and applications should be isolated
from the external Internet by firewalls
 Data transmission over the network, based on the principle of
encrypted transmission
 Installed Internet policy and filtering equipment to prevent access
to dangerous sites by personnel
Information System
Access Control
 Database and file access should be controlled by setting
permissions
 The account and password must conform to the password
principle, with a password length of 8 codes or more, conform to
the password complexity, and update the password regularly.
 For departing employees, the Information Center shall
immediately delete the user code or set the expiration date
according to the departure date of the departure slip.
Computer System
Security Management
 Each host server and personal PC should install client-side anti-
virus software and update virus codes automatically.
 The mail system is equipped with information security modules,
such as spam filter, malware detection, attachment control, and
other management modules to enhance the security of mail
information.
 The mail system is equipped with information security modules,
such as spam filter, malware detection, attachment control and
other management modules, to provide - When the machine and
equipment fail or encounter information security events or
business needs, and must perform recovery operations, please
follow the recovery operation procedures of each information
system to quickly restore the normal operation of the system and
shorten the time of system interruption. The system recovery
operation procedures are proposed by the responsible person of
each system and implemented after being approved by the
supervisor. To enhance the security of mail information.
 Each information system conducts disaster recovery exercises and
drills from time to time.
  • 96 -
Management Projects Specific Management Practices
Data Backup  Make daily database backups
 The backup data is marked with the backup date, system name,
and data content, and should be stored offsite.
System Availability  Build a high availability mechanism for critical information
systems.
 Complete daily backup of application programs.
  1. Investing in resources for information and communication security management

  2. (1) The amount of investment in information security for this year was 16% of the total budget of the Information Center.

  3. (2) Information security promotion in 2022

  4. (3) Implementation of fishing letter exercise

2. Information Security Risk Analysis and Response Actions:

To ensure the smooth operation of our information systems and services, we have implemented the following information security policies and management programs:

  1. Computer System Security Management

  2. (1) Each host server and personal PC should install client-side anti-virus software and update virus codes automatically.

  3. (2) The mail system is equipped with information security modules, such as spam filter, malware detection, attachment control, and other management modules to enhance the security of mail information.

  4. (3) Each application system and database should be backed up daily, and the backup data should be marked with the backup date, system name, and data content, and should be stored offsite.

  5. (4) When the machine and equipment fail or encounter an information and communication security incident or business needs, the resumption operation must be performed in accordance with the resumption operation procedures of each information system in order to quickly restore the normal operation of the system and shorten the time of system interruption. The system recovery operation procedures are proposed by the responsible person of each system and implemented after being approved by the supervisor.

  6. (5) Disaster recovery exercises are conducted by each information system from time to time.

  7. Information System Access Control

  8. (1) Access to the database and files should be controlled with permissions.

  9. (2 The account and password must conform to the password principle, with a password length of 8 codes or more, conform to the password complexity, and update the password regularly.

  10. (3) For departing employees, the Information Center shall immediately delete the user code or set the expiration date according to the departure date of the departure slip.

  11. Network Security Management

  12. (1) Evaluate or test network system security from time to time.

  13. 97 -

  14. (2) The company shall regularly or timely dispatch to repair the security risks and vulnerabilities of the network operating environment.

  15. (3) Important internal websites and applications should be isolated from the external Internet by firewalls.

  16. (4) Data transmission over the network is based on the principle of encrypted transmission.

  17. (5) The company shall conduct regular security training for employees and announce and promote information security related information at any time.

  18. (6) The company shall implement information security drills from time to time to raise employees' awareness of information security.

3. For the most recent year and as of the printing date of the annual report, the losses suffered as a result of a major information and communications security incident, the possible impact and the measures taken in response, if not reasonably estimable, should be described: None.

  • 98 -

VII. Important Contracts

VII. Important Contracts VII. Important Contracts VII. Important Contracts VII. Important Contracts VII. Important Contracts
May 09, 2023
Contract Nature Parties

Contract Start
& End Date
Main Content

Restriction
Clause
Management
Contract
Palace Hotel 2022/10/26~
for20 years
from the
opening date
Entrusted operation and
management contract
None
The
AMBASSADOR
HOTEL
Kaohsiung
Cooperative
Development
Project
Continental
Development
Corporation
Formosan Rubber
Group INC.
2021/11/15~ Jointly developed 2 parcels of land,
No. 533 and 535, Houjin Section,
Qianjin District, Kaohsiung City
with Continental Development
Corporation and Rubber Group
INC.
None
Residential Lease
Agreement
Trans Globe Life
Insurance Inc.
2022/01/01~
2042/04/17
1. Leasing Premises: Parcel No. 566,
567-1,654-3,657,658; Building
Serial No. 2050~2052,
2054~2500, the central section,
East Dist., Hsinchu City (the
Ambassador Hotel Hsinchu and
Hsinchu Administration Building).
2. The Ambassador Hotel Hsinchu
was sold and leaseback.


None
Residential Lease
Agreement
Fubon Life Insurance
Co., Ltd.
2021/10/08~
2036/10/07
1. Leasing Premises: 1&2F., No.
177~179, Liaoning St.,
Zhongshan Dist., Taipei City.
2. During the renovation of the
Ambassador Hotel Taipei, the
restaurants such as Sichuan
cuisine restaurant, Cantonese
cuisine restaurant and A CUT
Steakhouse moved to the Liaoning
Building continuing to provide
classic delicious.

None
  • 99 -

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

Condensed Balance Sheet Condensed Balance Sheet Condensed Balance Sheet Condensed Balance Sheet Condensed Balance Sheet Condensed Balance Sheet Condensed Balance Sheet Condensed Balance Sheet
Unit:NT$ thousand
Year
Item

Financial information for the last five years (Note1)
Financial
information
available up to
March 31, 2023
(Note 2)
2022 2021 2020 2019 2018
Current assets 10,502,919
7,652,098

4,784,472

3,924,832

3,682,373

11,847,096
Property, plant, and
equipment
1,385,261
5,370,056

5,416,725

5,429,318

5,390,881

1,448,237
Intangible assets 0
0

0

0

0

0
Other assets 6,754,642
4,131,104

3,095,097

2,815,544

2,408,197

7,204,440
Total assets 18,642,822
17,153,258

13,296,294

12,169,694

11,481,451

20,499,773
Current
liabilities
Before
distribution
1,341,044
4,067,270

1,880,778

1,182,932

1,287,928

1,122,146
After
distribution
Note 3
4,067,270

1,880,778

1,182,932

1,141,159

Non-current liabilities 3,876,403
1,143,144

236,437

312,713

199,662

3,874,505
Total
liabilities
Before
distribution
5,217,447
5,210,414

2,117,215

1,495,645

1,487,590

4,996,651
After
distribution
Note 3
5,210,414

2,117,215

1,495,645

1,340,821

Shareholder’s equity
attributable to parent
company
13,420,902
11,938,222

11,174,372

10,669,469

9,951,299

15,498,491
Capital stock 3,669,234
3,669,234

3,669,234

3,669,234

3,669,234

3,669,234
Capital surplus 2,941,681
2,943,143

2,932,131

2,932,076

2,928,326

2,941,847
Retailed
earnings
Before
distribution
4,489,680
2,810,154

2,803,782

2,771,649

2,542,962

4,743,128
After
distribution
Note 3
2,810,154

2,803,782

2,771,649

2,396,193

Other equity 2,320,307
2,515,691

1,769,225

1,296,510

810,777

4,144,282
Treasurystock 0
0

0

0

0

0
Non-controllingInterest
4,473

4,622

4,707

4,580

42,562

4,631
Total
equities
Before
distribution
13,425,375
11,942,844

11,179,079

10,674,049

9,993,861

15,503,122
After
distribution
Note 3
11,942,844

11,179,079

10,674,049

9,847,092

Note 1: The Company provides IFRSs financial information. Note 2: The financial statement for Q1 of 2023 was reviewed by the external auditor. Note 3: Not yet held shareholders’ meeting.

  • 100 -

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$ thousand
Year
Item

Financial information for the last five years (Note1)
Financial
information
available up to
March 31, 2023
(Note2)
2022 2021 2020 2019 2018
Operatingincome 1,449,384
1,518,343

2,008,699

2,915,703

2,977,046

386,068
Grossprofit 6,450
261,874

467,187

1,127,515

1,242,389

140,095
Operating profit or loss (735,664) (372,810) (276,011) 190,142
320,103

6,174
Non-Operating income
and expense
1,837,588
289,579

281,245

232,668

188,559

242,660
Net income before tax 1,101,924
(83,231)
5,234
422,810

508,662

248,834
Net income of
continuingoperations
1,088,294
(88,183)

3,255

382,349

403,211

198,828
Loss of discontinued
operation(Note 3)
0
0

0

0

0

0
Net income(loss) 1,088,294
(88,183)
3,255
382,349

403,211

198,828
Other comprehensive
profit and loss(net)
267,143
851,123

489,682

481,435

19,278

1,878,766
Total comprehensive
profit and loss
1,355,437
762,940

492,937

863,784

422,489

2,077,594
Net income attributable
to parent company’s
shareholders

1,088,039

(88,618)

2,608

383,635

404,343

198,670
Net income attributable
to noncontrolling
interests

255

435

647

(1,286)

(1,132)

158
Total comprehensive
profit and loss
attributable to parent
company’s
shareholders
1,355,182
762,505

492,290

865,070

423,621

2,077,436
Total comprehensive
profit and loss
attributable to
noncontrollinginterests

255

435

647

(1,286)

(1,132)

158
Earnings per share 2.97
(0.24)

0.01

1.05

1.10

0.54

Note 1: The Company provides IFRSs financial information.

Note 2: The Consolidated Financial Statements for Q1 of 2023 was reviewed by the external auditor.

Note 3: The loss of a suspended business unit is the net amount after deducting income tax.

  • 101 -

2. Standalone balance sheet and comprehensive income statement

Standalone Balance Sheet

Unit: NT$ thousand Unit: NT$ thousand Unit: NT$ thousand
Year
Item

Financial information for the last
five years (Note 1) Financial
information
available up to
March 31,
2023(Note 2)
2022 2021 2020 2019 2018
Current assets 8,942,540
6,204,301

3,375,795

2,618,289

2,457,902
Property, plant, and
equipment
1,382,162
5,366,023

5,411,508

5,422,231

5,363,453
Intangible assets 0
0

0

0

0
Other assets 8,305,086
5,555,974

4,479,007
4,091,157 3,574,420
Total assets 18,629,788
17,126,298

13,266,310

12,131,677
11,395,775
Current
liabilities
Before
distribution

1,332,991

4,045,440

1,856,010

1,150,002

1,245,322
After
distribution

Note 3

4,045,440

1,856,010

1,150,002

1,098,553
Noncurrent liabilities 3,875,895
1,142,636

235,928

312,206

199,154
Total
liabilities
Before
distribution

5,208,886

5,188,076

2,091,938

1,462,208

1,444,476
After
distribution

Note 3

5,188,076

2,091,938

1,462,208

1,297,707
Shareholder’s equity
attributable to parent
company
13,420,902
11,938,222

11,174,372

10,669,469

9,951,299
Commonstock 3,669,234
3,669,234

3,669,234

3,669,234

3,669,234
Capitalsurplus 2,941,681
2,943,143

2,932,131

2,932,076

2,928,326
Retailed
earnings
Before
distribution

4,489,680

2,810,154

2,803,782

2,771,649

2,542,962
After
distribution

Note 3

2,810,154

2,803,782

2,771,649

2,396,193
Otherequity 2,320,307 2,515,691
1,769,225

1,296,510

810,777
Treasury stocks 0
0

0

0

0
Total
equity
Before
distribution

13,420,902

11,938,222

11,174,372

10,669,469

9,951,299
After
distribution

Note 3

11,938,222

11,174,372

10,669,469

9,804,530

Note 1: The company provides IFRSs financial information. Note 2: The financial statement for Q1 of 2023 was reviewed by the external auditor. Note 3: Not yet held shareholders’ meeting.

  • 102 -

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,
2023(Note2)
2022 2021 2020 2019 2018
OperatingIncome 1,435,298
1,502,803

1,991,144

2,897,494

2,959,034
Gross profit 21,544
266,222

460,053

1,116,399
1,233,185
Operating profitor loss (732,373) (374,146) (280,075) 186,360
318,021
Non-Operating income
and expense
1,833,689
288,852

283,243

233,751

188,044
Net income beforetax 1,101,316
(85,294)
3,168
420,111

506,065
Net income of
continuing operations
1,088,039
(88,618)

2,608

383,635

404,343
Loss of discontinued
operation(Note3)
0
0

0

0

0
Net income(losses) 1,088,039
(88,618)
2,608
383,635

404,343
Other comprehensive
income (net after tax)
267,143
851,123

489,682

481,435

19,278
Total comprehensive
income
1,355,182
762,505

492,290

865,070

423,621
Earningsper share 2.97
(0.24)
0.01
1.05

1.10

Note 1: The Company provides IFRSs financial information.

Note 2: The Consolidated Financial Statements for Q1 of 2023 was 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

Year CPAs’ Name Audit opinion
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.
2021 Huang,Jian-Ze、Fu,Wen-Fang No reservations.
2022 Huang,Jian-Ze、Fu,Wen-Fang No reservations.
  • 103 -

II. Financial analysis for the last five years

1. Financial analysis

Year
Item
Year
Item
Financial analysisfor thelast five years Financial analysisfor thelast five years Financial analysisfor thelast five years Financial analysisfor thelast five years Financial analysisfor thelast five years Financial
information
available up to
March 31, 2023
(Note1)

2022
2021 2020 2019 2018
Financial
structure
(%)
Liabilitiestoassets 27.99 30.38
15.92

12.29
12.96
24.37
Long-term fund for
property, plant, and
equipment
1248.99
243.68

210.75

202.36

189.09

1338.01
Liquidity
analysis
(%)
Current ratio 783.19 188.14
254.39
331.79 285.91
1055.75
Quick ratio 773.27 184.50
246.16

316.57
272.52
1044.27
Interestcoverageratio 146.26
(3.85)
2.29 134.55
107.92

5408.15
Operation
performance
analysis
Receivables turnover
(times) (Note2)
38.52
35.68

25.71

23.88

22.86

47.43
Average collection days
(Note2)

9.47

10.22

14.19

15.28

15.96

7.70
Inventory turnover
(times) (Note2)
9.66
11.95

13.03

14.82

15.03

9.54

Payables turnover
(times) (Note2)
7.51
7.62

7.58

9.04

8.98

9.83
Average inventory
turnoverdays (Note2)
37.78
30.54

28.01

24.62

24.28

38.28
Property, plant, and
equipment turnover
(times) (Note2)
1.05
0.28

0.37

0.54

0.55

1.07
Total assets turnover
(times) (Note2)
0.08
0.09

0.15

0.24

0.26

0.08
Profitability Return on assets (%)
(Note2)
6.30
(0.47)

0.06

3.26

3.58

4.27
Return on equity (%)
(Note2)
8.58
(0.76)

0.03

3.70

4.11

5.50
Pre-tax income to paid-
in capital ratio (%)
(Note2)
30.03
(2.27)

0.14

11.52

13.86

27.13
Net income margin (%)
(Note2)
75.09
(5.81)

0.16

13.11

13.54

51.50
EPS (NT$) 2.97 (0.24) 0.01
1.05

1.10

0.54
Cash flow
(%)
Cash flowratio (%) (168.76) (2.59) 3.76
37.14

45.48

(11.55)
Cash flow adequacy
ratio (%)
(72.56)
89.03

105.87

109.16

122.79

(131.51)
Cash flow reinvestment
ratio (%)
(16.03)
(0.56)

0.40

1.69

2.67

(0.80)
Leverage Operating leverage
(Note2)
(0.01)
(0.59)

(1.25)

4.66

3.07

30.99
Financial leverage
(Note 2)
0.94
0.95

0.98

1.02

1.01

(0.93)

Note 1: The Consolidated Financial Statements for Q1 of 2023 was reviewed by the external auditor.

Note 2: The relevant profit and loss amount of the Q1 financial ratio in 2023 is calculated for the entire year after conversion.

  • 104 -

The cause of changes of more than 20% in rates over the last two years:

  • 1.Long-term capital to property, plant and equipment: Mainly due to the decrease in property, plant and equipment

  • Current ratio: Mainly due to the decrease in short-term borrowings.

  • Quick ratio: Mainly due to the decrease in short-term borrowings.

  • Interest coverage ratio: Mainly due to the pre-tax profit.

  • Average sales days: Mainly due to the decrease in inventory turnover.

  • Property, plant, and equipment turnover: Mainly due to the decrease in property, plant and equipment.

  • Return on assets: Mainly due to the after-tax profit.

  • Return on equity: Mainly due to the after-tax profit.

  • Pre-tax income to paid-in capital ratio: Mainly due to the pre-tax profit.

  • Net income margin: Mainly due to the after-tax profit.

  • EPS: Mainly due to profit after-tax profit

  • Cash flow ratio: Mainly due to the increase in net cash inflow from operating activities.

  • Cash flow adequacy ratio: Mainly due to the increase in net cash inflow from operating activities.

  • Cash flow reinvestment ratio: Mainly due to the increase in net cash inflow from operating activities.

  • Operating leverage: Mainly due to the increase in operating losses.

The financial analysis formula:

  1. Financial structure

  2. (1) Debt ratio = Total liabilities/total assets.

  3. (2) Long term funds to property, plant, and equipment ratio = (Total shareholders’ equity + noncurrent liabilities)/net property, plant, and equipment

  4. Solvency

  5. (1) Current ratio = Current assets/current liabilities

  6. (2) Quick ratio = (Current assets - inventory - prepaid expenses)/current liabilities

  7. (3) Times Interest Earned = Net income before tax and interest expense/current interest expense

  8. Operating ability

  9. (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

  10. (2) Average collection period = 365 days/ accounts receivable turnover

  11. (3) Inventory turnover (times) = Cost of goods sold/average inventory

  12. (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)

  13. (5) Average inventory turnover days = 365 days/ inventory turnover

  14. (6) Property, plant, and equipment turnover (times) = Net sales/ average net average property, plant, and equipment

  15. (7) Total asset turnover = Net sales/average total assets

  16. Profitability

  17. (1) Return on total assets = [net income + interest expense x (1-tax ratio)]/average total assets

  18. (2) Return on shareholder’s equity = Net income/average total shareholder’s equity

  19. (3) Profit margin = Net income/ net sales

  20. (4) Earnings per Share = (Net income attributable to parent company’s shareholders - preferred stock dividend)/ weighted average number of shares issued

  21. Cash flow

  22. (1) Cash flow ratio = Cash flow from operating activities/current liabilities

  23. (2) Net cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividends

  24. (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)

  25. Leverage

  26. (1) Operating leverage = (Net operating income - variable operating cost and expense)/operating income

  27. (2) Financial leverage = Operating income/ (operating income - interest expenses)

  28. 105 -

2. Standalone Financial Analysis

Year
Item
Year
Item

Financial analysisfor thelast five years

Financial analysisfor thelast five years

Financial analysisfor thelast five years

Financial analysisfor thelast five years

Financial analysisfor thelast five years
Financial
information
available up to
March 31,
2023(Note1)
2022 2021 2020 2019 2018
Financial
structure
(%)
Liabilitiestoassets 27.96
30.29
15.77 12.05
12.68
Long-term fund for
property, plant, and
equipment
1251.43
243.77

210.85

202.53

189.25
Liquidity
analysis
(%)
Current ratio 670.86
153.37
181.88
227.68

197.37
Quick ratio 660.89 149.71
173.56

212.06

183.64
Interestcoverageratio 146.18
(3.98)
1.82
133.69
108.41
Operation
performance
analysis
Receivables turnover
(times)
38.99
36.16

26.50

24.55

23.28
Average collection
days
9.36
10.09

13.78

14.87

15.68
Inventory turnover
(times)
9.01
11.39

11.77

12.80

13.14
Payables turnover
(times)
7.48
8.32

7.88

9.08

9.25
Average inventory
turnoverdays
40.49
32.06

31.02

28.51

27.78
Property, plant, and
equipment turnover
(times)
1.04
0.28

0.37

0.53

0.55
Total assets turnover
(times)
0.08
0.09

0.15

0.24

0.26
Profitability Returnon assets (%) 6.31
(0.48)
0.05
3.28

3.62
Returnonequity (%) 8.58
(0.77)
0.02
3.72

4.14
Pre-tax income to paid-
incapital ratio (%)
30.01
(2.32)

0.09

11.45

13.79
Net incomemargin(%) 75.81
(5.90)
0.13
13.24

13.66
EPS (NT$) 2.97 (0.24) 0.01
1.05

1.10
Cash flow
(%)
Cash flowratio (%) (168.62) (2.58) 3.74
39.30

47.40
Cash flow adequacy
ratio (%)
(64.33)
85.41

114.04

127.90

153.67
Cash flow reinvestment
ratio (%)
(15.94)
(0.55)

0.39

1.76

2.70
Leverage Operatingleverage (0.03) (0.60) (1.20) 4.69 3.06
Financial leverage 0.94
0.95

0.98

1.02

1.01

Note 1: The Company does not need to prepare individual financial reports for the first quarter of 2023.

The cause of changes of more than 20% in rates over the last two years:

  • 1.Long-term capital to property, plant and equipment: Mainly due to the decrease in property, plant and equipment

  • Current ratio: Mainly due to the decrease in short-term borrowings.

  • Quick ratio: Mainly due to the decrease in short-term borrowings.

  • Interest coverage ratio: Mainly due to the pre-tax profit.

  • Inventory turnover : Mainly due to the increase in average inventory

  • Average sales days: Mainly due to the decrease in inventory turnover.

  • Property, plant, and equipment turnover: Mainly due to the decrease in property, plant and equipment.

  • Return on assets: Mainly due to the after-tax profit.

  • Return on equity: Mainly due to the after-tax profit.

  • Pre-tax income to paid-in capital ratio: Mainly due to the pre-tax profit.

  • 106 -

  • Net income margin: Mainly due to the after-tax profit.

  • EPS: Mainly due to profit after-tax profit.

  • Cash flow ratio: Mainly due to the increase in net cash inflow from operating activities.

  • Cash flow adequacy ratio: Mainly due to the increase in net cash inflow from operating activities.

  • Cash flow reinvestment ratio: Mainly due to the increase in net cash inflow from operating activities.

  • Operating leverage: Mainly due to the increase in operating losses.

The financial analysis formula:

  1. Financial structure

  2. (1) Debt ratio = Total liabilities/total assets.

  3. (2) Long term funds to property, plant, and equipment ratio = (Total shareholders’ equity + noncurrent liabilities)/net property, plant, and equipment

  4. Solvency

  5. (1) Current ratio = Current assets/current liabilities

  6. (2) Quick ratio = (Current assets - inventory - prepaid expenses)/current liabilities

  7. (3) Times Interest Earned = Net income before tax and interest expense/current interest expense

  8. Operating ability

  9. (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

  10. (2) Average collection period = 365 days/ accounts receivable turnover

  11. (3) Inventory turnover (times) = Cost of goods sold/average inventory

  12. (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)

  13. (5) Average inventory turnover days = 365 days/ inventory turnover

  14. (6) Property, plant, and equipment turnover (times) = Net sales/ average net average property, plant, and equipment

  15. (7) Total asset turnover = Net sales/average total assets

  16. Profitability

  17. (1) Return on total assets = [net income + interest expense x (1-tax ratio)]/average total assets

  18. (2) Return on shareholder’s equity = Net income/average total shareholder’s equity

  19. (3) Profit margin = Net income/ net sales

  20. (4) Earnings per Share = (Net income attributable to parent company’s shareholders - preferred stock dividend)/ weighted average number of shares issued

  21. Cash flow

  22. (1) Cash flow ratio = Cash flow from operating activities/current liabilities

  23. (2) Net cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividends

  24. (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)

  25. Leverage

  26. (1) Operating leverage = (Net operating income - variable operating cost and expense)/operating income

  27. (2) Financial leverage = Operating income/ (operating income - interest expenses)

  28. 107 -

III. Audit Committee’s Report

THE AMBASSADOR HOTEL CO., LTD.

Audit Committee’s Review Report

To the 2023 General Shareholders’ Meeting of THE AMBASSADOR HOTEL CO., LTD.,

The Company’s 2022 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 2022 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

==> picture [84 x 42] intentionally omitted <==

March 14, 2023

  • 108 -

IV. The audited consolidated financial statements of 2022

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, 2022 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.

EMMET HSU Chairman

March 7, 2023

  • 109 -

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, 2022 and 2021, and the related consolidated statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, 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, 2022 and 2021, and their consolidated financial performance and cash flows for the years ended December 31, 2022 and 2021, 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the 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 2022 consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

  • 110 -

Revenue Recognition

Net sales recognized by the Company and its subsidiaries amounted to NT$1,449,384 thousand for the year ended December 31, 2022. 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.

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$1,939,120 thousand and NT$1,817,192 thousand, representing 10.40% and 10.59% of consolidated total assets as of December 31, 2022 and 2021, respectively. The related shares of profits (losses) from the associates and joint ventures under the equity method amounted to NT$12,106 thousand and NT$(12,918) thousand, representing 1.10% and 15.52% of the consolidated net income before tax for the years ended December 31 2022 and 2021, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$(17,676) thousand and NT$50,276 thousand, representing (6.62)% and 5.91% of the consolidated other comprehensive income for the years ended December 31, 2022 and 2021, respectively.

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.

  • 111 -

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 the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

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

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 112 -

  5. 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.

  6. 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.

  7. 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 2022 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.

  • 113 -

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, 2022 and 2021.

/s/Huang, Chien-Che

/s/Fuh, Wen-Fun

Ernst & Young, Taiwan March 14, 2023

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 the Standards on Auditing of the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those Standards on Auditing of 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 the Standards on Auditing of 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.

  • 114 -
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
December 31, 2021 % 3
41
-
-
-
-
1
-
-
45
4
2
-
11
32
5
-
1
-
55
100
Amount $515,448
6,942,714
7
36,842
1,507
2,368
78,817
69,212
5,183
7,652,098
718,570
408,661
15,930
1,817,192
5,370,056
922,856
73,433
127,933
46,529
9,501,160
$17,153,258
December 31, 2022 % 8
35
-
-
13
-
-
-
-
56
4
3
-
10
8
18
-
1
-
44
100
Amount $1,489,873
6,526,592
5,687
32,721
2,307,204
3,138
86,111
46,952
4,641
10,502,919
809,843
508,961
-
1,939,120
1,385,261
3,321,911
-
128,673
46,134
8,139,903
$18,642,822
Notes 4,6
4,6
4,6
4,6,7
7
4,6
7
4,5,6
4,6
4,6,8
4,6
4,6,8,9
4,5,6,8
4,5,6
4,5,6
7
Assets Contents Current assets
Cash and cash equivalents
Financial assets at fair value through other comprehensive income, current
Notes receivable, net
Accounts receivable, net
Other receivables
Current tax assets
Inventories
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit or loss, non-current
Financial assets at fair value through other comprehensive income, non-current
Financial assets at amortised cost, non-current
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment property, net
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
  • 115 -
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
December 31, 2021 % 17
2
1
-
1
2
-
-
-
-
23
1
1
5
1
-
8
31
21
17
4
1
11
16
15
-
69
100
Amount $2,870,000
400,000
200,471
533
110,370
410,621
1,171
48,499
13,333
12,272
4,067,270
100,000
97,964
891,584
43,232
10,364
1,143,144
5,210,414
3,669,234
2,943,143
769,536
195,815
1,844,803
2,810,154
2,515,691
4,622
11,942,844
$17,153,258
December 31, 2022 % -
-
1
-
-
5
-
1
-
-
7
-
1
20
-
-
21
28
20
16
4
1
19
24
12
-
72
100
Amount $-
-
168,846
581
100,578
865,167
342
193,190
-
12,340
1,341,044
-
116,218
3,727,818
22,841
9,526
3,876,403
5,217,447
3,669,234
2,941,681
770,173
195,815
3,523,692
4,489,680
2,320,307
4,473
13,425,375
$18,642,822
Notes 6,8
6,8
4,6
6
4,6,7
4,5,6
4,6,8
4,6
4,6,12
6,8
4,5,6
4,5,6
7
6
6
6
6
Liabilities and Equity
Contents
Current liabilities
Short-term loans
Short-term bills payables
Contract liabilities, current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Lease liabilities, current
Current portion of long-term liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans
Deferred tax liabilities
Lease liabilities, non-current
Net defined benefit liabilities, non-current
Other non-current liabilities - others
Total non-current liabilities
Total liabilities
Equity attributable to shareholders of the parent
Capital stock
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other components of equity
Non-controlling interests
Total equity
Total liabilities and equity
  • 116 -

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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Contents Notes For theyears ended December 31, For theyears ended December 31, For theyears ended December 31, For theyears ended December 31,
2022 2021
Amount % Amount %
Operating revenues
Operating costs
Gross profit
Operating expenses
Sales and marketing expenses
General and administrative expenses
Subtotal
Operating income (loss)
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates and joint ventures accounted for using equity method
Subtotal
Income (loss) before income tax
Income tax expense
Net income (loss)
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefits plans
Unrealized gains or losses from equity instruments investments measured at fair value
through other comprehensive income
Income tax related to items that will not be reclassified subsequently
Items that may be reclassified subsequently to profit or loss
Share of other comprehensive income (loss) of associates and joint ventures which may
be reclassified subsequently to profit or loss
Total other comprehensive income (loss), net of income tax
Total comprehensive income (loss)
Net income attributable to:
Shareholders of the parent
Non-controlling interests
Comprehensive income attributable to:
Shareholders of the parent
Non-controlling interests
Earnings per share
Basic earnings per share (NT$)
Net Income
Diluted earnings per share (NT$)
Net Income
4,6,7
4,6,7
4,6,7
6
4,5,6
4,6
4,6
$1,449,384
(1,442,934)
6,450
(282,466)
(459,648)
(742,114)
(735,664)
6,125
212,819
1,655,585
(49,047)
12,106
1,837,588
1,101,924
(13,630)
1,088,294
10,099
276,740
(2,020)
(17,676)
267,143
$1,355,437
$1,088,039
255
$1,088,294
$1,355,182
255
$1,355,437
$2.97
$2.95
100
(100)
-
(19)
(32)
(51)
(51)
-
15
114
(3)
1
127
76
(1)
75
1
19
-
(1)
19
94
$1,518,343
(1,256,469)
261,874
(261,547)
(373,137)
(634,684)
(372,810)
1,027
279,511
41,929
(19,970)
(12,918)
289,579
(83,231)
(4,952)
(88,183)
2,079
799,183
(415)
50,276
851,123
$762,940
($88,618)
435
$(88,183)
$762,505
435
$762,940
($0.24)
($0.24)
100
(83)
17
(17)
(25)
(42)
(25)
-
18
3
(1)
(1)
19
(6)
-
(6)
-
53
-
3
56
50

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

  • 117 -
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
Total Equity $11,179,079
-
1,345
(88,183)
851,123
762,940 (520)
-
$11,942,844
$11,942,844
-
127,498
1,088,294
267,143
1,355,437 (404)
-
$13,425,375
Non-
Controlling
Interests
$4,707
-
-
435
-
435 (520)
-
$4,622
$4,622
255
255 (404)
-
$4,473
Equity Attributable to Shareholders of the Parent Total $11,174,372
-
1,345
(88,618)
851,123
762,505 -
-
$11,938,222
$11,938,222
-
127,498
1,088,039
267,143
1,355,182 -
-
$13,420,902

Other Components of
Equity
Unrealized Gains or
Losses on Financial
Assets Measured at Fair
Value through Other
Comprehensive Income
$1,769,225
-
-
-
849,459
849,459 -
(102,993)
$2,515,691
$2,515,691
-
-
-
259,064
259,064 -
(454,448)
$2,320,307

Retained Earnings
Unappropriated
Earnings
$1,841,644
(3,213)
(9,667)
(88,618)
1,664
(86,954) -
102,993
$1,844,803
$1,844,803
(637)
128,960
1,088,039
8,079
1,096,118 -
454,448
$3,523,692
Special Reserve $195,815
-
-
-
-
- -
-
$195,815
$195,815
-
-
-
-
- -
-
$195,815
Legal Reserve $766,323
3,213
-
-
-
- -
-
$769,536
$769,536
637
-
-
-
- -
-
$770,173
Capital Surplus $2,932,131
-
11,012
-
-
- -
-
$2,943,143
$2,943,143
-
(1,462)
-
-
- -
-
$2,941,681
Common Stock $3,669,234
-
-
-
-
- -
-
$3,669,234
$3,669,234
-
-
-
-
- -
-
$3,669,234
Contents Balance as of January 1, 2021
Appropriation and distribution of 2020 retained earnings
Legal reserve
Other changes in capital surplus:
Share of changes in net assets of associates and joint ventures accounted
for using equity method
Net income for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021
Total comprehensive income (loss)
Changes in non-controlling interests
Disposal of investments in equity instruments at fair value through other
comprehensive income
Balance as of December 31, 2021
Balance as of January 1, 2022
Appropriation and distribution of 2021 retained earnings
Legal reserve
Other changes in capital surplus:
Share of changes in net assets of associates and joint ventures accounted
for using equity method
Net income (loss) for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022
Total comprehensive income (loss)
Changes in non-controlling interests
Disposal of investments in equity instruments at fair value through other
comprehensive income
Balance as of December 31, 2022
  • 118 -

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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars)

Contents For theyear ended December 31, For theyear ended December 31,
2022 2021
Amount Amount
Cash flows from operating activities:
Net income (loss) before income tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Expected credit impairment losses (gains)
Net gain from financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of loss (profit) of associates and joint ventures accounted for using equity method
Loss (gain) on disposal of property, plant and equipment
Expenses transferred from property, plant and equipment
Sundry items
Loss (gain) on disposal of investment property
Loss (gain) on disposal of investments
Changes in operating assets and liabilities:
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivable
Decrease (increase) in other receivables
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other current assets
Increase (decrease) in contract liabilities
Increase (decrease) in notes payable
Increase (decrease) in accounts payables
Increase (decrease) in other payables
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liabilities
Cash generated from operations
Interest received
Income taxes paid
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Disposal of financial assets through amortized cost
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Disposal of investment property
Decrease (increase) in other non-current assets
Dividends received
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Increase (decrease) in short-term loans
Increase (decrease) in short-term bills payable
Repayments of long-term loans (current portion included)
Cash payments for the principal portion of the lease liability
Increase (decrease) in other non-current liabilities - others
Interest paid (including capitalisation of interest)
Changes in non-controlling interests
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
$1,101,924
337,525
144
(91,273)
49,047
(6,125)
(204,894)
(12,106)
(1,543,619)
-
(302)
(13,441)
-
(5,823)
4,121
(2,304,708)
(7,294)
22,260
541
(31,625)
48
(9,790)
455,159
68
(12,312)
(2,272,475)
6,252
3,056
(2,263,167)
(2,560,991)
3,153,554
15,930
-
(400,954)
6,318,087
86,329
394
203,051
6,815,400
(2,870,000)
(400,000)
(113,333)
(185,365)
(837)
(7,869)
(404)
(3,577,808)
974,425
515,448
$1,489,873
$(83,231)
287,746
(35)
(42,052)
19,970
(1,027)
(208,681)
12,918
(478)
912
-
-
343
651
10,785
2,146
(411)
6,868
9,984
2,633
(1)
(24,580)
(79,067)
(818)
(13,591)
(99,016)
1,030
(7,338)
(105,324)
(2,332,980)
291,276
-
(80,000)
(213,379)
528
-
4,412
208,681
(2,121,462)
1,950,000
400,000
(6,667)
(15,162)
(3,957)
(16,427)
(520)
2,307,267
80,481
434,967
$515,448

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

  • 119 -

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, 2022 and 2021

(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. 9, Ln. 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City 104204, Taiwan (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, 2022 and 2021 were authorized for issue by the Board of Directors on March 7, 2023.

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, 2022. 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, and not yet adopted by the Group as at the end of the reporting period are listed below.

  • 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)

Items New, Revised or Amended Standards and Interpretations Effective Date issued
byIASB
a Disclosure Initiative - Accounting Policies – Amendments to
IAS 1
January 1, 2023
b Definition of AccountingEstimates – Amendments to IAS 8 January1,2023
c Deferred Tax related to Assets and Liabilities arising from a
Single Transaction – Amendments to IAS 12
January 1, 2023
  • (a) 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.

  • (b) Definition of Accounting Estimates – Amendments to IAS 8

The amendments introduce the definition of accounting estimates and include 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.

  • (c) Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.

The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 1, 2023. The standards and interpretations 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.

  • 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)

Items New, Revised or Amended Standards and Interpretations Effective Date issued
byIASB
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
To be determined
by IASB
b IFRS 17_Insurance Contracts_ January1,2023
c Classification of Liabilities as Current or Non-current –
Amendments to IAS 1
January 1, 2024
d Lease Liability in a Sale and Leaseback – Amendments to
IFRS 16
January 1, 2024
e Non-current Liabilities with Covenants – Amendments to IAS 1 January1,2024

(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

  • 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)

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 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.

IFRS 17 was issued in May 2017 and it was amended in 2020 and 2021. 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.

  • (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) Lease Liability in a Sale and Leaseback – Amendments to IFRS 16

The amendments add seller-lessees additional requirements for the sale and leaseback transactions in IFRS 16, thereby supporting the consistent application of the standard.

  • (e) Non-current Liabilities with Covenants – Amendments to IAS 1

The amendments improved the information companies provide about long-term debt with covenants. The amendments specify that covenants to be complied within twelve months after the reporting period do not affect the classification of debt as current or non-current at the end of the reporting period.

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. 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, 2022 and 2021 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.

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;

  • 124 -

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) 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:

Investor Subsidiary Main businesses Percentage of ownership (%) Percentage of ownership (%)
December 31,
2022
December 31,
2021
The Company
The Company
The Company
The Company
The Company
The Company
The Company
Custom Investment Ltd.
Custom Investment Ltd.
Ambassador Investment Ltd.
Benz Investment Ltd.
Custom Investment Ltd.
Ambassador Premium Food Co., Ltd.
Ambassador Bakery Corp. Ltd.
Ambassador Real Estate Development
Co., Ltd
Ambassador Property Management and
Maintenance Co., Ltd
Custom Human Resources
Management Ltd.
Custom Management Consulting Co.,
Ltd.
General investing
General investing
General investing
Wholesale of aquatic products,
foods and groceries, etc.
Bakery food manufacturing
Real estate development and
leasing
Property management services
Manpower services and
consultancy
Residential and building
cleaning services
99.99%
99.99%
99.99%
100.00%
60.00%
100.00%
100.00%
(Note)
100.00%
100.00%
99.99%
99.99%
99.99%
100.00%
60.00%
100.00%
100.00%
(Note)
100.00%
100.00%

Note : The Company established Ambassador Property Management and Maintenance Co., Ltd with NT$10,000 thousand on March 31th, 2021. The holding share percentage maintain 100%. The main activities are building management services.

  • (4) Foreign currency transactions

The Group’s consolidated financial statements are presented in NT$, which is also the Group’s functional currency.

  • 125 -

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 12 months after the reporting period.

  • 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)

All other assets are classified as non-current.

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 12 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:

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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. the Group’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.

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:

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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. 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.

  • 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.

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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)

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.

  • (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:

  • 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 measured 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.

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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 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.

  • (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.

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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 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.

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 shortterm 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.

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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 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.

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:

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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) 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.

(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.

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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)

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.

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:

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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) 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.

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 1�51 years

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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)

“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.

The Group transfers properties to or from investment properties according to the actual use of the properties.

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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 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.

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.

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:

  • 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)

  • (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.

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.

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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)

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.

(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.

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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)

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; meanwhile, collecting the price from 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.

(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.

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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)

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.

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.

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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 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 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.

  • 143 -

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. 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) 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.

(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.

  • 144 -

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) 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.

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.

  • 145 -

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. 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,
2022
December 31,
2021
$1,378
2,504
354,147
111,920
1,019,924
$5,342
2,543
172,150
111,815
223,598
$1,489,873 $515,448

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,
2022
December 31,
2021
$809,843 $718,570
$-
809,843
$-
718,570
$809,843 $718,570

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
Total
December 31,
2022
December 31,
2021
$6,526,592
508,961
$6,942,714
408,661
$7,035,553 $7,351,375
  • 146 -

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
Non-current
Total
December 31,
2022
December 31,
2021
$6,526,592
508,961
$6,942,714
408,661
$7,035,553 $7,351,375

The Group’s dividend income related to equity instrument investments measured at fair value through other comprehensive income for the years ended December 31, 2022 and 2021 are as follows:

Related to investments held on balance sheet date
Related to current period’s investment derecognition
Dividend income recognized in the current period
December 31,
2022
December 31,
2021
$180,080
24,814
$208,681
-
$204,894 $208,681

The Group has decided to sell and derecognize part of its investments related to equity instrument investments measured at fair value through other comprehensive income based on its investment strategy. Details regarding the derecognition for the fiscal year ended 2022 and 2021 are as follows:

Fair value on the date of derecognition
Accumulated profit (loss) derived from other equity
converted to dispositions of retained earnings
December 31,
2022
December 31,
2021
$3,176,223
259,064
$188,283
849,459

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,
2022
December 31,
2021
$- $15,930
$-
-
$-
15,930
$- $15,930

The Group classified certain financial assets as financial assets measured at amortized cost.

  • 147 -

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)

Please refer to Note 8 for more details on financial assets measured at amortized cost under pledge.

  • (5) Notes receivable
Notes receivable arising from operating activities
Less: loss allowance
Total
December 31,
2022
December 31,
2021
$5,991
(304)
$167
(160)
$5,687 $7

Notes receivable was not pledged.

(6) Accounts receivable

Accounts receivable
Less: loss allowance
Total
December 31,
2022
December 31,
2021
$34,209
(1,488)
$38,330
(1,488)
$32,721 $36,842
  • (a) Accounts receivable was not pledged.

  • (b) Accounts receivable is generally on 60 to 90 day terms. The total carrying amounts of accounts receivable and notes receivable are NT$40,200 thousand and NT$38,497 thousand as of December 31, 2022 and 2021, respectively.

  • (c) The Group measures the loss allowance of its accounts receivable and notes receivable at an amount equal to lifetime expected credit losses. The assessment of the Group’s loss allowance are considering the grouping of accounts receivable and notes receivable by counterparties’ credit rating, by geographical region and by industry sector.

  • 148 -

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 movement in the provision for impairment of accounts receivable and notes receivable during the years ended December 31, 2022 and 2021 is as follows: (Please refer to Note 12 for more details on credit risk.)

As of January 1, 2022
Addition/(reversal) for the current period
As of December 31, 2022
As of January 1, 2021
Addition/(reversal) for the current period
As of December 31, 2021
Notes receivables and
accounts receivables
$1,648
144
$1,792
$1,683
(35)
$1,648
  • (d) Accounts receivable is generally on 60 to 90 day terms. The aging analysis of net amount of accounts receivable is as follows:
Not yet due and not impaired
Overdue but not impaired
Total
December 31,
2022
December 31,
2021
$32,721
-
$36,842
-
$32,721 $36,842
  • (7) Inventories
Food
Beverage
Cigarettes and others
Total
December 31,
2022
December 31,
2021
$37,944
46,425
1,742
$38,753
38,956
1,108
$86,111 $78,817

(a) The costs of inventories recognized in expenses amount to NT$388,536 thousand and NT$461,155 thousand for the years ended December 31, 2022 and 2021, respectively, and accounted for the costs of catering under operating costs.

  • 149 -

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) 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 31,2022 December 31,2022 December 31,2021 December 31,2021
Carrying
amount
Percentage of
ownership (%)
Carrying
amount
Percentage of
ownership (%)
Unlisted companies
Yu Der Investment Corp.
Cheng Der Investment Corp.
De Hong Investment Corp.
Yu Hong Investment Corp.
Yeangder Safety Management
Consulting Corp. Ltd.
Total
$222,307
187,519
746,443
781,928
923
37.34
33.49
31.41
30.69
10.00
$210,536
170,479
700,675
734,622
880
37.34
33.49
31.41
30.69
10.00
1,939,120 $1,817,192
  • (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
Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
$12,106
(17,676)
$(12,918)
50,276
$(5,570) $37,358
  • (d) The associates had no contingent liabilities or capital commitments as of December 31, 2022 and 2021. Investments in associates were not pledged.

(9) Property, plant and equipment

Owner occupied property, plant and equipment December 31,
2022
December 31,
2021
$1,385,261 $5,370,056
  • 150 -

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)

Cost:
As of January 1, 2022
Additions
Disposals
Transfers and other changes
As of December 31, 2022
As of January 1, 2021
Additions
Disposals
Transfers and other changes
As of December 31, 2021
Depreciation and impairment:
As of January 1, 2022
Depreciation
Disposals
Transfers and other changes
As of December 31, 2022
As of January 1, 2021
Depreciation
Disposals
Transfers and other changes
As of December 31, 2021
Net carrying amount as of:
December 31, 2022
December 31, 2021
Land Buildings Machinery
equipment
Transportation
and
communication
equipment
Other equipment Construction in
progress and
equipment
awaiting
examination
Total
$1,622,897
-
(1,053,399)
-
$9,219,822
16,444
(6,888,721)
(1,943,548)
$484,283
948
(279,975)
(164,788)
$135,698
-
(60,943)
(35,051)
$758,586
9,383
(526,717)
(121,473)
$194,780
374,179
-
(51,475)
$12,416,066
400,954
(8,809,755)
(2,316,335)
$569,498 $403,997 $40,468 $39,704 $119,779 $517,484 $1,690,930
$1,622,897
-
-
-
$9,074,143
1,675
(154)
144,158
$472,828
216
(1,205)
12,444
$132,646
-
(1,333)
4,385
$749,697
4,098
(4,198)
8,989
$160,681
207,390
-
(173,291)
$12,212,892
213,379
(6,890)
(3,315)
$1,622,897 $9,219,822 $484,283 $135,698 $758,586 $194,780 $12,416,066
$-
-
-
-
$5,883,996
125,471
(4,188,740)
(1,643,102)
$416,809
13,831
(247,633)
(150,092)
$112,849
5,087
(52,553)
(43,810)
$632,356
27,195
(435,536)
(150,459)
$-
-
-
-
$7,046,010
171,584
(4,924,462)
(1,987,463)
$- $177,625 $32,915 $21,573 $73,556 $- $305,669
$-
-
-
-
5,685,433
197,577
(154)
1,140
$401,992
17,585
(1,205)
(1,563)
$108,899
5,283
(1,333)
-
$599,843
37,430
(4,148)
(769)
$-
-
-
-
$6,796,167
257,875
(6,840)
(1,192)
$- $5,883,996 $416,809 $112,849 $632,356 $- $7,046,010
$569,498 $226,372 $7,553 $18,131 $46,223 $517,484 $1,385,261
$1,622,897 $3,335,826 $67,474 $22,849 $126,230 $194,780 $5,370,056
  • (a) There was no capitalization on interest expense to property, plant and equipment for the years ended December 31, 2022 and 2021.

  • (b) Please refer to Note 8 for more details on property, plant and equipment under pledge.

(10) 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.

  • 151 -

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)

Cost�
As of January 1, 2022
Additions
Disposals
As of December 31, 2022
As of January 1, 2021
Additions
Transfers
As of December 31, 2021
Depreciation and impairment�
As of January 1, 2022
Depreciation
Disposals
As of December 31, 2022
As of January 1, 2021
Depreciation
Transfers
As of December 31, 2021
Net carrying amount as of:
December 31, 2022
December 31, 2021
Land Buildings Total
$62,418
-
(62,418)
$14,900
-
(14,900)
$77,318
-
(77,318)
$- $- $-
$62,418
-
-
$12,842
-
2,058
$75,260
-
2,058
$62,418 $14,900 $77,318
$-
-
-
$3,885
545
(4,430)
$3,885
545
(4,430)
$- $- $-
$-
-
-
$2,643
595
647
$2,643
595
647
$- $3,885 $3,885
$- $- $-
$62,418 $11,015 $73,433
  • (a) Rental income from investment properties held by the Group is NT$1,260 thousand and NT$1,080 thousand for the years ended December 31, 2022 and 2021, respectively, recognized as non-operating income. There were 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, and the company has not assigned independent valuation specialist to determine the fair value.

  • 152 -

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)

As of December 31, 2021, 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 fair value determined based on valuations is NT$104,266 thousand .

  • (d) The Group sold its investment property in November 2022 in the amount of NT$86,329 thousand. Gains on disposal is NT$13,441 thousand.

  • (11) Short-term loans

Unsecured bank loans
Secured bank loans
Total
Interest Rates (%) December 31,
2022
December 31,
2021
0.75%~0.76%
0.75%~0.85%
$-
-
$1,200,000
1,670,000
- $2,870,000
  • (a) Please refer to Note 6 (14) for the Group’s unused short-term lines of credits as of December 31, 2021.

  • (b) Please refer to Note 8 for more details on assets pledged as security for short-term loans.

(12) Short-term bills payables

Guarantee Agency Interest Rates(%) December 31,
2022
December 31,
2021
Issued and guaranteed by financial
institutions
Less: Unamortized discount
Net
0.81% $-
-
$400,000
-
$- $400,000
  • 153 -

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) 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,
2022
December 31,
2021
$601,256
48,625
30,563
30,221
9,348
14,489
130,665
$300,777
625
19,722
5,687
17,936
15,188
50,686
$865,167 $410,621

Note: Individual payables amount not exceeded NT$10,000 thousand were aggregated as others.

  • (14) Long-term loans

The Group does not have any long-term loans as of December 31, 2022.

  • (a) Details of long-term loans as of December 31, 2021 are as follows:
Lenders December
31,2021
Interest
Rate(%)
Maturity date and terms of repayment
Bank of Taiwan – Secured loans
The Export-Import Bank of the
Republic of China – unsecured
loans
Subtotal
Less: current portion
Total
$100,000
13,333
0.95%
0.93%
Effective from February 19, 2021 to
February 19, 2023. Principal will be repaid
upon maturity. Interest is paid monthly.
Effective from November 29, 2019 to
November 28, 2022. Principal will be
repaid every 6 months after 24 months of
borrowing. Interest is paid monthly.
$113,333
(13,333)
$100,000
  • (b) The Group’s unused short-term and long-term lines of credits amount to NT$11,920,000 thousand and NT$3,529,000 thousand as of December 31, 2022 and 2021, respectively.

  • (c) Please refer to Note 8 for more details on assets pledged as security for long-term loans.

  • 154 -

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)

(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 2022 and 2021 are NT$28,241 thousand and NT$40,091 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.

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$2,880 thousand to its defined benefit plan during the 12 months beginning after December 31, 2022.

  • 155 -

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)

As of December 31, 2022 and 2021, anticipated expiration date of the Group's defined benefit plan is by the end of 2031.

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,
2022 2021
$1,746
302
-
-
$2,447
348
(10,286)
-
2,048 (7,491)
11 13
$2,059 $(7,478)

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,
2022
December 31,
2021
January 1,
2021
$79,095
(56,762)
$94,421
(51,697)
$125,706
(64,472)
22,333
508
42,724
508
61,234
509
$22,841 $43,232 $61,743

Reconciliation of liability (asset) of the defined benefit plan is as follows:

As of January 1, 2021
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
Defined
benefit
obligation
Fair value of
plan assets
Net defined
benefit
liability (asset)
$125,706
2,447
754
(10,286)
$(64,472)
-
(406)
-
$61,234
2,447
348
(10,286)
118,621
-
(64,878)
-
53,743
-
  • 156 -

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)

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, 2021
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, 2022
Defined
benefit
obligation
Fair value of
plan assets
Net defined
benefit
liability (asset)
$(846)
(493)
-
$-
-
(740)
$(846)
(493)
(740)
(1,339) (740) (2,079)
(22,861)
-
-
22,861
(8,940)
-
-
(8,940)
-
$94,421
1,746
688
-
$(51,697)
-
(386)
-
$42,724
1,746
302
-
96,855
(5,430)
-
-
-
(52,083)
-
-
-
(4,669)
44,772
(5,430)
-
-
(4,669)
(5,430) (4,669) (10,099)
(12,330)
-
-
12,330
(12,340)
-
-
(12,340)
-
$79,095 $(56,762) $22,333

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,
2022
December 31,
2021
1.392%
1.000%
0.734%
1.000%
  • 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)

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,
2022 2021
Increase in
defined benefit
obligation
Decrease in
defined benefit
obligation
Increase in
defined benefit
obligation
Decrease in
defined benefit
obligation
$-
2,249
2,207
-
$2,144
-
-
2,122
$-
2,853
2,795
-
$2,746
-
-
2,697

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, 2022 and 2021 was NT$3,669,234 thousand, each at a par value of NT$10, divided into 366,923 thousand shares.

  • (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,
2022
December 31,
2021
$2,859,851
21,750
33,058
19,667
8,817
(1,462)
$2,859,851
21,750
22,046
19,667
8,817
11,012
$2,941,681 $2,943,143
  • 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)

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.

According to existing regulations, when the Company 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 in the first-time adoption of the IFRS, it shall set aside

  • 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)

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 from the special reserve.

On March 31, 2021, the FSC issued Order No. Financial-Supervisory-SecuritiesCorporate-1090150022, 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 special reserve. For any subsequent use, disposal or reclassification of related assets, the special reserve in the amount equal to the reversal may be released for earnings distribution.

Details of the 2022 and 2021 earnings distribution and dividends per share as approved and resolved by the board of directors’ meeting and shareholders’ meeting on March 7, 2023 and June 14, 2022, respectively, are as follows:

Legal reserve
Common stock -cash dividend
Total
Appropriation of earnings Appropriation of earnings Dividendper share(NT$) Dividendper share(NT$)
2022 2021 2022 2021
$167,953
183,462
$637
-
$0.5 $-
$351,415 $637

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
Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
$4,622
255
(404)
$4,707
435
(520)
$4,473 $4,622
  • 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)

(17) Operating revenue

Revenue from contracts with customers
Room revenue
Food and beverage sales
Other operating revenue
Total
For the years ended December 31, For the years ended December 31,

2022

2021
$335,606
1,089,317
24,461
$267,597
1,232,146
18,600
$1,449,384 $1,518,343

For the years ended December 31, 2022 and 2021, , the impact of Covid-19 pandemic has been affecting global economic activities and certain industries, such as tourism and hospitality. The Group’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. However, due to easing the restriction and lockdown starting at the first half of year in 2022, the Group assesses the potential growth of business operations and financial performance in the coming year.

Analysis of revenue from contracts with customers during the years ended December 31, 2022 and 2021 are as follows:

  • (a) Disaggregation of revenue

For the year ended December 31, 2022:

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
$-
476,518
4,061
$143,887
361,218
11,502
$191,719
240,792
1,914
$-
10,789
6,984
$335,606
1,089,317
24,461
$480,579 $516,607 $434,425 $17,773 $1,449,384
$480,579
-
$372,720
143,887
$242,706
191,719
$17,773
-
$1,113,778
335,606
$480,579 $516,607 $434,425 $17,773 $1,449,384

For the year ended December 31, 2021:

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
$18,785
628,934
5,511
$86,208
295,425
3,684
$162,604
295,988
1,969
$-
11,799
7,436
$267,597
1,232,146
18,600
$653,230 $385,317 $460,561 $19,235 $1,518,343
$634,445
18,785
$299,109
86,208
$297,957
162,604
$19,235
-
$1,250,746
267,597
$653,230 $385,317 $460,561 $19,235 $1,518,343
  • 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)

(b) Contract balances

Contract liabilities – current

Room revenue
Food and beverage sales
Other operating revenue
Total
December 31,
2022
December 31,
2021
January 1,
2021
$51,655
109,288
7,903
$63,022
137,326
123
$65,933
131,832
73
$168,846 $200,471 $197,838

For the years ended December 31, 2022 and 2021, NT$200,471 and NT$197,838 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 20 years.

The impact on the financial position, financial performance and cash flows from the Group’s leases is 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 equipments
Total
December 31,
2022
December 31,
2021
$-
3,319,127
2,784
$45,089
872,896
4,871
$3,321,911 $922,856

During the years ended December 31, 2022 and 2021, the Group’s additions to right-of-use assets amount to NT$2,616,723 thousand and NT$888,506 thousand, respectively.

  • 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)

ii. Lease liabilities

Lease liabilities
Current
Non-current
December 31,
2022
December 31,
2021
$3,921,008 $940,083
$193,190 $48,499
$3,727,818 $891,584

Please refer to Note 6 (20) for the interest on lease liabilities recognized during the years ended December 31, 2022 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 equipments
Total
For theyears ended December 31, For theyears ended December 31,
2022 2021
$1,252
161,914
2,230
$5,010
19,825
4,441
$165,396 $29,276

C. Income and costs relating to leasing activities

The expenses relating to short-term leases
Gains arising from on sale and leaseback
transactions
For theyears ended December 31, For theyears ended December 31,
2022 2021
$13,601
137,564
$14,524
-

D. Cash outflow relating to leasing activities

During the years ended December 31, 2022 and 2021, the Group’s total cash outflows for leases amounting to NT$198,966 thousand and NT$29,686 thousand, respectively.

E. Other information relating to leasing activities

  • 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)

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:

For theyears ended December 31, For theyears ended December 31, For theyears ended December 31, For theyears ended December 31,
2022 2021
Operating
costs
Operating
expenses
Total
amount
Operating
costs
Operating
expenses
Total
amount
Employee benefits expense
Salaries 727,409 214,019 941,428 $483,855 $154,441 $638,296
Labor and health insurance 41,004 12,972 53,976 49,488 14,991 64,479
Pension 22,038 8,262 30,300 23,798 8,815 32,613
Other employee benefits expense 21,088 7,627 28,715 25,183 8,357 33,540
Depreciation 221,105 116,420 337,525 209,373 78,373 287,746

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.

  • 164 -

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)

Taking the Company’s profitability in 2022 into consideration, employee compensation and director and supervisor compensation were valued at 2.78% and 1.39%, thereby NT$32,000 thousand and NT$16,000 were recognized under salary expenses, respectively. On March 7, 2023, the Company’s Board of Directors remunerated employee compensation and director and supervisor compensation in the amounts of NT$32,000 thousand and NT$16,000 thousand in cash, repectively. Due to the net loss in 2021, employee compensation and director compensation were not assessed.

(20) Non-operating income and expenses

  • (a) Interest income
Financial assets measured at amortized cost For theyears ended December 31, For theyears ended December 31,
2022 2021
$6,125 $1,027
  • (b) Other income
Rental income
Dividend income
Government grants
Compensation income
Others
Total
For theyears ended December 31, For theyears ended December 31,
2022 2021
$1,774
204,894
-
17
6,134
$1,594
208,681
60,098
46
9,092
$212,819 $279,511

In April 2020, June 2021 and September 2021, 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.

  • 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)

(c) Other gains and losses

Gains arising from sale and leaseback transactions -
Transfer of rights
Gains (losses) on disposal of property, plant and
equipment (Note1)
Gains on disposal of investment property
Foreign exchange (losses) gains, net
Losses on disposal of investments
Gains on financial assets at fair value through profit
or loss (Note2)
Others
Total
For theyears ended December 31, For theyears ended December 31,
2022 2021
$137,564
1,406,055
13,441
901
-
91,273
6,351
$-
478
-
(1)
(343)
42,052
(257)
$1,655,585 $41,929

Note1: Primarily attributable to the gains arising from the sale of land of Ambassador Hotel in Kaohsiung, the renovation of Ambassador Hotel in Taipei, and the loss on disposal of assets in Kaohsiung. Related gains and losses totaled to NT$1.406 billion.

Note2: 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,
2022 2021
$7,245
41,792
10
$16,726
3,234
10
49,047 $19,970
  • 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)

(21) Components of other comprehensive income

For the year ended December 31, 2022:

For the year ended December 31, 2022:
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
theperiod
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
$10,099
276,740
(17,676)
$-
-
-
$10,099
276,740
(17,676)
$(2,020)
-
-
$8,079
276,740
(17,676)
$269,163 $- $269,163 $(2,020) $267,143

For the year ended December 31, 2021:

For the year ended December 31, 2021:
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
theperiod
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
$2,079
799,183
50,276
$-
-
-
$2,079
799,183
50,276
$(415)
-
-
$1,664
799,183
50,276
$851,538 $- $851,538 $(415) $851,123

(22) Income tax

(a) The major components of income tax expense (benefit) for the years ended December 31, 2022 and 2021 are as follows:

  • 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)

Income tax expense (benefit) recognized in profit or loss

Current income tax expense (benefit):
Current income tax (refund) 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,
2022 2021
$(2,265)
400
15,495
$(1,109)
(1,883)
7,944
$13,630 $4,952

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,
2022 2021
$(2,020) $(415)
$(2,020) $(415)

(b) Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:

Accounting (loss) 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,
2022 2021
$1,101,924 $(83,231)
220,384
(497,595)
541
(2,624)
400
292,524
$(16,646)
(60,205)
18
(2,011)
(1,883)
85,679
$13,630 $4,952
  • 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)

(c) Deferred tax assets (liabilities) relate to the following:

For the year December 31, 2022:

For the year December 31, 2022:
Temporary differences�Deferred tax assets
Depreciation difference for tax purpose
Loss allowance
Accrued employee benefits
Defined benefit liabilities, non-current
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
Endingbalance
$62,459
146
38,436
23,211
3,452
229
(63,794)
(34,170)
$15
-
4,797
(2,052)
-
-
(18,255)
-
$-
-
-
-
(2,020)
-
-
-
$62,474
146
43,233
21,159
1,432
229
(82,048)
(34,170)
$(15,495) $(2,020)
$29,969 $12,455
$127,933 $128,673
$(97,964) $(116,218)

For the year ended December 31, 2021:

Temporary differences�Deferred tax assets
Depreciation difference for tax purpose
Loss allowance
Accrued employee benefits
Defined benefit liabilities, non-current
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
Endingbalance
$63,761
146
35,269
24,609
3,867
229
(55,383)
(34,170)
$(1,302)
-
3,167
(1,398)
-
-
(8,411)
-
$-
-
-
-
(415)
-
-
-
$62,459
146
38,436
23,211
3,452
229
(63,794)
(34,170)
$(7,944) $(415)
$38,328 $29,969
$127,881 $127,933
$(89,553) $(97,964)
  • 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)

  • (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,
2022
December 31,
2021
2013
2014
2015
2016
2017
2018
2019
2020
2021
$4,883
1,555
1,762
5,474
8,577
3,873
3,131
136,254
310,007
$-
-
-
-
-
325
246
132,870
170,869
$-
-
-
-
-
325
246
132,874
-
2023
2024
2025
2026
2027
2028
2029
2030
2031
$304,310 $133,445
  • (e) Unrecognized deferred tax assets

The Group's unrecognized deferred tax assets amounted to NT$60,862 thousand and NT$26,688 thousand as of December 31, 2022 and 2021, respectively.

  • (f) The assessment of income tax returns

As of December 31, 2022, 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.
Subsidiary�Ambassador Real Estate
Development. Co
Subsidiary�Ambassador Property Management
and Maintenance Co., Ltd
Sub-subsidiary�Custom Human Resources
Management Ltd.
Sub-subsidiary�Custom Management Consulting
Co., Ltd.
The assessment of income tax returns
Assessed and approved up to 2020
Assessed and approved up to 2020
Assessed and approved up to 2020
Assessed and approved up to 2020
Assessed and approved up to 2020
Assessed and approved up to 2020
Assessed and approved up to 2020
(Note)
Assessed and approved up to 2020
Assessed and approved up to 2020

Note: As of December 31, 2022 the income tax return of the Company is not yet assessed and approved as the Company was established in March 2021.

  • 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)

(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,
2022 2021
$1,088,039 $(88,618)
366,923 366,923
$2.97 $(0.24)
$1,088,039 $(88,618)
$1,088,039 $(88,618)
366,923
1,472
366,923
-
368,395 366,923
$2.95 $(0.24)
  • 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)

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 Group during the financial reporting period is as follows:

Name of the relatedparties Nature of relationshipof the relatedparties
Shihlin Electric & Engineering Corporation
HCT Logistics Co., Ltd.
Charter Leisure Co., Ltd.
Hsinchu Golf Country Club Co., Ltd.
Shihlin Development Company Limited
Qun Xin Properties Co., Ltd.
HCT e-Commerce CO., LTD.
Entity with joint control or significant influence
over the Group
Other related party
Other related party
Other related party
Other related party
Other related party (Note)
Other related party

Note: Beginning from the fourth quarter of 2021, Qun Xin Properties Co., Ltd. is no longer an associate of the company but rather reclassified as other related party to the Group.

  • (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
2022 2021
$21,469
12,220
-
$26,076
29,580
909
$33,689 $56,565

The sale price and trade credit terms were determined based on general trading terms.

  • 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)

(b) Purchases

Other related parties
(c) Accounts receivable, net
Entity with joint control or significant influence over
the Group
Other related parties
Associates
Total
(d) Other receivables
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,
2022 2021
$60 $24
2022 2021
$870
2,754
-
$-
-
12
$3,624 $12
  • (e) Lease - related parties

A. Right-of-use assets

Other related parties As of December 31, As of December 31,
2022 2021
$- $50,099
  • 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)

  • B. Lease liabilities
Other related parties
C. Interest expenses
Other related parties
Other payables
Entity with joint control or significant influence
over the Group
Other related parties
Associates
Total
As of December 31, As of December 31,
2022 2021
$- $45,337
2022 2021
$3
465
-
$128
159
3
$468 $290
  • (f) Other payables

  • (g) Operating expenses

Entity with joint control or significant influence
over the Group
Other related parties
Total
For theyears ended December 31, For theyears ended December 31,
2022 2021
$276
3,823
$148
7,861
$4,099 $8,009
  • 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)

  • (h) Property transaction
Purchase of property, plant and equipment�
Entity with joint control or significant influence
over the Group
Sale of property, plant and equipment:
Entity with joint control or significant influence over the
Company
Other related parties
Total
For theyears ended December 31, For theyears ended December 31,
2022 2021
$562 $1,594
$829
2,762
$-
-
$3,591 $-
  • (i) Key management personnel compensation
Short-term employee benefits
Post-employment benefits
Total
For theyears ended December 31, For theyears ended December 31,
2022 2021
$51,936
697
$47,927
955
$52,633 $48,882
  • (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 until 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.

The Group’s lease contract with HCT Logistics Co., Ltd. has been terminated in April 2022 before the lease expiration date.

  • 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)

(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, 2021. 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.

The Group’s restaurant joint operating agreement with Charter Leisure Co., Ltd. has come to an early termination in May 2021.

8. Assets pledged as security

The following table lists assets of the Group pledged as security:

Items Carryingamount Carryingamount Secured liabilities
December 31,
2022
December 31,
2021
Financial assets measured at amortized cost,
non-current
Demand deposits
Property, plant and equipment:
Building for operation and administration in
Hsinchu
Building for operation in Kaohsiung
Building for operation and administration in
Taipei
Subtotal
Total
$-
-
-
-
$15,930
3,303,862
534,118
1,036,918
Loans
Loans and bank
performance guarantee
Loans
Loans
- 4,874,898
$- $4,890,828

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.

  • (2) The Group signed a restaurant joint operating agreement with Charter Leisure Co., Ltd. Please refer to Note 7 (3) for more details.

  • 176 -

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) The Group entered into several construction contracts and acquisition contracts of property, plant and equipment. As of December 31, 2022 and 2021, these contracts amounted to approximately NT$6,705,150 thousand and NT$224,617 thousand, respectively and the portion of the contracts not yet paid was approximately NT$6,435,322 thousand and NT$87,490 thousand, respectively.

  • (4) The Group entrusted financial institutes to open performance guarantee, mainly related to the operations, amounting to NT$29,875 thousand.

10. 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,
2022
December 31,
2021
$809,843
7,035,553
3,831,603
$718,570
7,351,375
561,849
$11,676,999 $8,631,794
  • 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)

Financial liabilities

Financial liabilities measured at amortized cost:
Short-term loans
Short-term bills payables
Payables (other payables included)
Lease liabilities
Long-term loans (current portion included)
Total
December 31,
2022
December 31,
2021
$-
-
966,326
3,921,008
-
$2,870,000
400,000
521,524
940,083
113,333
$4,887,334 $4,844,940

Note: Includes cash and cash equivalents (exclude cash on hand and petty cash), 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

  • 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)

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.

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, 2022 and 2021 to decrease/increase by NT$0 thousand and NT$3,383 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, 2022 and 2021 by NT$8,098 thousand and NT$7,186 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$65,266 thousand and NT$69,427 thousand on the equity attributable to the Group for the years ended December 31, 2022 and 2021, 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.

  • 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)

(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.

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.

  • 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)

Non-derivative financial liabilities

As of December 31, 2022
Payables
(other payables included)
Lease liabilities (Note)
Deposits received
As of December 31, 2021
Short-term loans
Short-term bills payables
Payables
(other payables included)
Lease liabilities (Note)
Long-term loans
Deposits received
Less than 1
year
2 to 3years 4 to 5years > 5years Total
$966,326
243,326
-
$2,872,203
400,058
521,224
58,842
13,446
-
$-
945,049
9,526
$-
-
-
276,039
101,080
10,364
$-
1,213,366
-
$-
-
-
346,327
-
-
$-
2,020,905
-
$-
-
-
340,322
-
-
$966,326
4,422,646
9,526
$2,872,203
400,058
521,224
1,021,530
114,526
10,364

Note: Cash flows resulted from short-term leases or leases of low-value assets are included.

Derivative financial instruments

The Group does not hold any derivative financial instruments.

(6) Reconciliation of liabilities arising from financing activities

Reconciliation of liabilities for the year ended December 31, 2022:

As of December 31, 2021
Cash flows
Non-cash changes
As of December 31, 2022
Short-term
loans
Short-term
billspayables
Long-term
loans
Leases
liabilities
Total
liabilities from
financing
activities
$2,870,000
(2,870,000)
-
$400,000
(400,000)
-
$113,333
(113,333)
-
$940,083
(185,365)
3,166,290
$4,323,416
(3,568,698)
3,166,290
$- $- $- $3,921,008 $3,921,008
  • 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)

Reconciliation of liabilities for the year ended December 31, 2021:

As of December 31, 2021
Cash flows
Non-cash changes
As of December 31, 2022
Short-term
loans
Short-term
billspayables
Long-term
loans
Leases
liabilities
Total
liabilities from
financing
activities
$920,000
1,950,000
-
$-
400,000
-
$120,000
(6,667)
-
$63,699
(15,162)
891,546
$1,103,699
2,328,171
891,546
$2,870,000 $400,000 $113,333 $940,083 $4,323,416
  • (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.

  • 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

  • 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)

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

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:

  • 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)

As of December 31, 2022
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, 2021
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
$-
6,526,592
Level 1
$809,843
Level 2
$-
508,961
Level 3
$809,843
7,035,553
Total
$-
6,942,714
$718,570
-
$-
408,661
$718,570
7,351,375

Transfers between Level 1 and Level 2 during the period

During the years ended December 31, 2022 and 2021, there were no transfers between Level 1 and Level 2 fair value measurements.

  • 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)

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:

hierarchy during the period is as follows:
As of January 1, 2022
Total gains (losses) recognized for the year ended December 31, 2022:
Amount recognized in OCI (presented in “Unrealized gains or losses
from equity instruments investments measured at fair value
through other comprehensive income”)
Acquisition/issue for the year ended December 31, 2022
Disposal for the year ended December 31, 2022
As of December 31, 2022
As of January 1, 2021
Total gains (losses) recognized for the year ended December 31, 2021:
Amount recognized in OCI (presented in “Unrealized gains or losses
from equity instruments investments measured at fair value
through other comprehensive income”)
Acquisition/issue for the year ended December 31, 2021
Disposal for the year ended December 31, 2021
As of December 31, 2021
Equity
securities
$408,661
20,300
80,000
-
$508,961
$358,263
19,906
30,492
-
$408,661

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, 2022

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$5,090 thousand the stocks

  • 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)

As of December 31, 2021

Financial assets:
Financial assets
Stocks
Valuation
technique
Significant
unobservable inputs
Quantitative
information
Relationship between
inputs and fair value
Sensitivityof the input to fair value
at fair value
Market
approach
through other comprehensive income
discount for lack of
marketability
10%
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$4,087 thousand

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, 2022, the Group does not have assets that are measured at fair value where disclosure is required.

As of December 31, 2021:

Investment properties (Note) Level 1 Level 2 Level 3 Total
$- $- $104,266 $104,266

Note: Please refer to Note 6 (10).

  • 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)

(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.

13. Additional disclosures

(1) Information at significant transactions

No. Items Attachment
1 Financing provided to others None
2 Endorsement/Guaranteeprovided to others None
3 Securities held as of December 31, 2022
(excludinginvestments in subsidiaries,associates andjoint ventures)
Attachment 1
4 Individual securities acquired or disposed of with accumulated amount
exceeding the lower of NT$300 million or 20 percent of the capital
stock
Attachment 2
5 Acquisition of individual real estate with amount exceeding the lower
of NT$300 million or 20percent of capital stock
None
6 Disposal of individual real estate with amount exceeding the lower of
NT$300 million or 20percent of capital stock
Attachment 3
7 Related party transactions for purchases and sales amounts exceeding
the lower of NT$100 million or 20percent of capital stock
None
8 Receivables from related parties with amounts exceeding the lower of
NT$100 million or 20percent of capital stock
None
9 Financial instruments and derivative transactions None
10 Others: business relationships and significant transactions between
parent companyand subsidiaryand amongsubsidiaries
Attachment 4
  • 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)

(2) Information on investees

Relevant information of investees over which the Company has direct or indirect control:

No. Items Attachment
1 Financing provided to others None
2 Endorsement/Guaranteeprovided to others None
3 Securities held as of December 31, 2022 (excluding investments in
subsidiaries,associates andjoint ventures)
Attachment 1
4 Individual securities acquired or disposed of with accumulated amount
exceeding the lower of NT$300 million or 20 percent of the capital
stock
Attachment 2
5 Acquisition of individual real estate with amount exceeding the lower of
NT$300 million or 20percent of capital stock
None
6 Disposal of individual real estate with amount exceeding the lower of
NT$300 million or 20percent of capital stock
None
7 Related party transactions for purchases and sales amounts exceeding
the lower of NT$100 million or 20percent of capital stock
None
8 Receivables from related parties with amounts exceeding the lower of
NT$100 million or 20percent of capital stock
None
9 Financial instruments and derivative transactions None
10 Name,location and related information of investee Attachment 5
  • (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 accommodations in Taipei area

  • 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)

(including restaurants outside the hotel in Taipei area).

The Hsinchu segment is responsible for the foodservice and accommodations in Hsinchu area.

The Kaohsiung segment is responsible for the foodservice and accommodations 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.

  • (1) The following table presents segments profit or loss, assets and liabilities of the Group’s operating segments:

For the year ended December 31, 2022

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
Taipei Hsinchu Kaohsiung Subtotal Other
operating
segments
Adjustment
and
elimination
Consolidated
$480,579
3,686
-
$516,607
-
-
$434,425
-
-
$1,431,611
3,686
-
$17,773
91,700
6,125
$-
(95,386)
-
$1,449,384
-
6,125
$484,265 $516,607 $434,425 $1,435,297 $115,598 $(95,386) $1,455,509
116
92,035
$(508,120)
194
30,965
$(72,558)
35
50,161
$38,948
345
173,161
$(541,730)
48,702
164,364
$1,688,284
-
-
$(44,630)
49,047
337,525
$1,101,924
$-
14,922
$-
74,071
$-
255
$-
89,248
$5,346,349
311,706
$(3,497,229)
-
$1,939,120
400,954
  • 189 -

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)

Segment assets
Segment liabilities
$1,620,968 $163,249 $105,001 $1,889,218 $20,259,996 $(3,506,392) $18,642,822
$117,745 $138,618 $72,265 $328,628 $4,892,470 $(3,651) $5,217,447

For the year ended December 31, 2021

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
$653,230
3,695
-
$385,317
-
-
$460,561
-
-
$1,499,108
3,695
-
$19,235
177,598
1,027
$-
(181,293)
-
$1,518,343
-
1,027
$656,925 $385,317 $460,561 $1,502,803 $197,860 $(181,293) $1,519,370
1
97,655
$(79,805)
-
103,576
$(111,268)
9
61,045
$7,172
10
262,276
$(183,901)
19,960
25,470
$146,899
-
-
$(46,229)
19,970
287,746
$(83,231)
$-
5,817
$2,202,806
$-
28,839
$3,451,120
$-
5,598
$646,730
$-
40,254
$6,300,656
$4,995,819
173,125
$14,052,278
$(3,178,627)
-
$(3,199,676)
$1,817,192
213,379
$17,153,258
$123,664 $156,414 $103,513 $383,591 $4,847,871 $(21,048) $5,210,414
  • (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
Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
$1,435,297
115,598
(95,386)
$1,502,803
197,860
(181,293)
  • 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)

Consolidated revenue $1,455,509 $1,519,370

  • (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,
2022 2021
$(541,730)
1,688,285
(143,991)
$(183,901)
146,899
(46,229)
$1,101,924 $(83,231)
  • (c) Assets
Reportable operating segments total assets
Other operating segments assets
Adjustment and elimination
Consolidated assets
December 31,
2022
December 31,
2021
$1,889,218
20,259,996
(3,506,392)
$6,300,656
14,052,278
(3,199,676)
$18,642,822 $17,153,258
  • (d) Liabilities
Reportable operating segments total liabilities
Other operating segments liabilities
Adjustment and elimination
Consolidated liabilities
December 31,
2022
December 31,
2021
$328,628
4,892,470
(3,651)
$383,591
4,847,871
(21,048)
$5,217,447 $5,210,414
  • (e) Other major items

For the year ended December 31, 2022

Reportable

Interest income
Interest expense
Capital expenditure
operating
segments total
Other operating
segments
Consolidated
$-
345
89,248
$6,125
48,702
311,706
$6,125
49,047
400,954
  • 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)

Depreciation 173,161 164,364 337,525

For the year ended December 31, 2021

Interest income
Interest expense
Capital expenditure
Depreciation
Reportable
operating
segments total
Other operating
segments
Consolidated
$-
10
40,254
262,276
$1,027
19,960
173,125
25,470
$1,027
19,970
213,379
287,746
  • (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.

  • 192 -
Attachment 1: Securities held as of December 31, 2022 (excluding investments in subsidiaries, associates and joint ventures)
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)
Note
(Note 2)
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 amount 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.
Ending Balance Fair Value $3,617,003 258,401 994,301 2,055 300,495 211,340 239,875 214,514 144,114 53,092 8,622 37,175 - 53,950 41,200 163 15,228 225,664 109,026 45,087 426,344 48,568 - 763 90,174 610,022 43,739 - 54,481
Percentage of
Ownership
(%)
11.48 1.46 0.22 0.00 0.00 - - - - 8.70 18.00 12.50 7.54 1.53 0.40 0.09 12.41 0.72 15.79 4.39 1.35 2.55 1.67 1.67 8.77 1.94 2.30 2.30 8.92
Carrying
Amount
(Note 1)
$3,617,003 258,401 994,301 2,055 300,495 211,340 239,875 214,514 144,114 53,092 8,622 37,175 - 53,950 41,200 163 15,228 225,664 109,026 45,087 426,344 48,568 - 763 90,174 610,022 43,739 - 54,481
Units/Shares 59,785,175 6,836,000 44,991,000 36,500 670,000 293,968 293,968 291,192 297,072 2,600,000 900,000 2,500,000 1,146 13 4 16,318 3,600,000 3,730,000 9,000,000 4,000,000 7,047,000 5,781,850 700 83,333 8,000,000 10,083,000 5,207,066 268,250 2,668,000
Financial Statement Account Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through profit or loss, non-current Financial assets at fair value through profit or loss, non-current Financial assets at fair value through profit or loss, non-current Financial assets at fair value through profit or loss, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current
Relationship Same chairman/Entity with significant
influence over the Company
- - - - - - - Chairman of the company is a key
management personnel of the Company
- - Same chairman - - - Same chairman/Entity with significant
influence over the Company
- - Same chairman/Entity with significant
influence over the Company
Director of the company is a key management
personnel of the Company
- Chairman of the company is a key
management personnel of the Company

-
Same chairman/Entity with significant
influence over the Company
Director of the company is a key management
personnel of the Company
- -
Type and Name of Securities Listed Stock/Shihlin Electric & Engineering Corporation Listed Stock/Kerry TJ Logistics Company Limited Listed Stock/CTBC Financial Holding Co.,Ltd. Listed Stock/Fubon Financial Holding Co., Ltd. Listed Stock/Taiwan Semiconductor Manufacturing Co., Ltd. Beneficiary Certificate/Genesis Capital Appreciation Fund Beneficiary Certificate/Asian Value Fund Beneficiary Certificate/Ivy Sun Moon Fund Beneficiary Certificate/Caesar Balance Income Fund Stock/Cheng Der Investment Corp. Stock/Charter Leisure Co., Ltd. Stock/Taiwan Creative Industry Development Co., Ltd. Stock/BaiNian International Technology Co., Ltd. Stock/Hsinchu Golf Country Club Co., Ltd. Stock/The Orient Linko Golf & Country Club Stock/Global Securities Finance Corporation Stock/Qun Xin Properties Co., Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Stock/Chang Hong Investment Corp. Stock/Xin He Investment Corp. Listed Stock/Shihlin Electric & Engineering Corporation Listed Stock/Shihlin Development Company Limited Stock/Asia Pacific Technology–3 Stock/Charter Leisure Co., Ltd. Stock/Xin He Investment Corp. Listed Stock/Shihlin Electric & Engineering Corporation Listed Stock/Shihlin Development Company Limited Stock/Asia Pacific Technology–2 Stock/Cheng Der Investment Corp.
Held Company Name The Ambassador Hotel Co., Ltd. Custom Investment Ltd. Ambassador Investment Ltd. Benz Investment Ltd.
  • 193 -
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 Note 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.
Ending Balance Amount $974,181 371,484 - 2,356,504
Shares 44,991,000 670,000 - 59,785,175
Disposal Gains (Losses)
on disposal
$(608,827) (22,707) 7,507 -
Carrying
amount
$2,047,729 110,891 422,373 -
Amount $2,656,556 88,184 429,880 -
Shares $94,311,000 200,000 740,000 -
Acquisition Amount $439,753 482,375 422,373 934,900
Shares 19,354,000 870,000 740,000 15,500,000
Beginning Balance Amount $2,582,157 - - 1,421,604
Shares 119,948,000 - - 44,285,175
Relationship (Note 2) - - - -
Counter-Party (Note 2) - - - -
Financial Statement Account Financial assets at fair value through
other comprehensive income, current

Financial assets at fair value through
other comprehensive income, current

Financial assets at fair value through
profit or loss, current

Financial assets at fair value through
other comprehensive income, current
Type and Name of Securities (Note 1) CTBC Financial Holding Co., Ltd. Taiwan Semiconductor
Manufacturing Co., Ltd.

Taiwan Semiconductor
Manufacturing Co., Ltd.

Shihlin Electric & Engineering
Corporation
Company Name The Ambassador Hotel Co., Ltd. The Ambassador Hotel Co., Ltd. The Ambassador Hotel Co., Ltd. The Ambassador Hotel Co., Ltd.
  • 194 -
Other Contractual
items
None None
Basis of price
determination
Valuation report from the
professional real estate
appraiser
Valuation report from the
professional real estate
appraiser
Purpose of
disposition
To align with
company's
business plan
To align with
company's
business plan
Relationship Non-related
party
Non-related
party
Transaction counterpart TransGlobe Life Insurance
Inc.
FORMOSAN RUBBER
GROUP INCORPORATE,
Continental Development
Corporation
Gains or
loss on
disposal
$137,564 2,219,404
Transaction amount receiving status All received Partially received
Transaction amount (contract price) $4,200,000 2,397,943
Balance per book $3,309,843 80,651
Date of occurrence March 16, 2022 December 31, 2022
Asset name All houses and land in No.188 &
No.190, Sec. 2, Zhonghua Rd., East
Dist., Hsinchu City; all floors and land
in No. 1, Ln. 170, Sec. 2, Zhonghua Rd.,
East Dist., Hsinchu City
Two lots of land in No.533 & 535
Qianjin Dist., Kaohsiung City
Company with asset disposal The Ambassador Hotel Co., Ltd. The Ambassador Hotel Co., Ltd.
  • 195 -
Intercompany Transactions Number
(Note 1)
Company Name
Counter-Party
Relationship
(Note 2)
Financial Statement
Account
Amount
Payment Term
Percentage of
Total Sales
or Assets (Note 3)
0
The Ambassador Hotel Co., Ltd.
Ambassador Premium Food Co., Ltd.
1
Food and beverage costs
$64,940
Equivalent to general conditions
4.48%
Note 1: The parent company and its subsidiaries do business with each other. Information shall be stated separately and numbered are as follows: 1. The parent company is 0.
2. Subsidiaries, sequentially numbered by Arabic numerals from 1.
- 196 -
Note 2: The related parties have the following three relationships: 1. Parent company to subsidiary. 2. Subsidiary to parent company. 3. 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.
Note Note Note 1�3 Note 1�3 Note 1�3 Note 1�3 Note 1 Note 1 Note 1 Note 2�3 Note 2�3 Note 1�3 Note 1�3 Note 2�3 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1: Recognized in financial statements audited by the auditors.
Note 2: Recognized in unaudited financial statements.
Investment
Income
(Loss)
Recognized
$(3,510) 21,417 11,615 14,711 (139) 1,831 43 382 796 (781) 256 42 2,959 1,776 (21) 861 1,242 (10) 106 1,102 1,597 688
Net Income
(Loss) of
Investee
$(3,510) 21,417 11,615 14,711 (515) 8,140 431 637 796 (781) 256 42 18,459 10,828 (515) 10,828 18,459 (515) 8,140 8,140 18,459 10,828
Balance as of December 31, 2021 Carrying
Amount
$52,056 1,187,617 1,266,508 975,200 151,484 133,956 923 6,709 6,116 8,536 18,296 17,628 380,944 417,845 25,219 202,297 159,935 10,816 7,740 80,611 205,563 161,787
Percentage of
Ownership
100.00% 99.99% 99.99% 99.99% 27.06% 22.50% 10.00% 60.00% 100.00% 100.00% 100.00% 100.00% 16.03% 16.40% 4.50% 7.94% 6.73% 1.93% 1.30% 13.54% 8.65% 6.35%
Shares 4,870,000 50,798,841 73,498,924 56,098,939 8,416,775 12,127,000 100,000 600,000 500,000 1,000,000 1,000,000 100,000 25,000,000 31,000,000 1,400,000 15,000,000 10,500,000 600,000 700,000 7,300,000 13,500,000 12,000,000
Oringnal Investment
Amount
Beginning
balance
$48,700 507,988 734,989 480,989 84,168 121,270 1,000 6,000 5,000 10,000 10,000 1,000 250,000 310,000 14,000 150,000 105,000 6,000 7,000 73,000 135,000 120,000
Ending
balance
$48,700 507,988 734,989 560,989 84,168 121,270 1,000 6,000 5,000 10,000 10,000 1,000 250,000 310,000 14,000 150,000 105,000 6,000 7,000 73,000 135,000 120,000
Main Businesses Wholesale of aquatic products, foods and groceries, etc. General investing General investing General investing General investing General investing Investment consultancy Bakery food manufacturing Real estate development and leasing Building management services Residence and buildings cleaning service Manpower services and consultancy General investing General investing General investing General investing General investing General investing General investing General investing General investing General investing
Location Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China
Investee Company Ambassador Premium Food Co., Ltd. Benz Investment Ltd. Custom Investment Ltd. Ambassador Investment Ltd. Cheng Der Investment Corp. Yu Der Investment Corp. Yeangder Safety Management Consulting Co., Ltd. Ambassador Bakery Corp. Ltd. Ambassador Real Estate Development Co. Ltd Ambassador Property Management and Maintenance
Co., Ltd.
Custom Management Consulting Co., Ltd. Custom Human Resources Management Ltd. De Hong Investment Corp. Yu Hong Investment Corp. Cheng Der Investment Corp. Yu Hong Investment Corp. De Hong Investment Corp. Cheng Der Investment Corp. Yu Der Investment Corp. Yu Der Investment Corp. De Hong Investment Corp. Yu Hong Investment Corp.
Investor Company The Ambassador Hotel Co., Ltd. Custom Investment Ltd. Ambassador Investment Ltd. Benz Investment Ltd.
  • 197 -
Shares
Name of Major Shareholder
Number of Shares
Percentage of Ownership
Shihlin Electric & Engineering Corporation
66,918,617
18.23%
HCT Logistics Co., Ltd.
28,157,000
7.67%
De Hong Investment Corp.
29,034,000
7.91%
~~-~~
Xin He Investment Corp.
24,463,000
6.66%
~~198~~
~~-~~ Jine De Sheng Co., Ltd.
20,512,000
5.59%
Yu Hong Investment Corp.
20,372,000
5.55%
(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.

V. The audited standalone financial statements of 2022

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, 2022 and 2021, and the related parent company only statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2022 and 2021, 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, 2022 and 2021, and its financial performance and cash flows for the years ended December 31, 2022 and 2021, 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 the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China (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 2022 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.

  • 199 -

Revenue Recognition

Net sales recognized by the Company amounted to NT$1,435,298 thousand for the year ended December 31, 2022. 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.

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$286,363 thousand and NT$265,490 thousand, representing 1.54% and 1.55% of total assets as of December 31, 2022 and 2021, respectively. The related shares of profits (losses) from the associates and joint ventures under the equity method amounted to NT$1,735 thousand and NT$(25,992) thousand, representing 0.16% and 30.47% of the income before tax for the years ended December 31 2022 and 2021, respectively, and the related shares of other comprehensive income from the associates and joint ventures under the equity method amounted to NT$(19,840) thousand and NT$8,085 thousand, representing (7.43)% and 0.95% of the other comprehensive income for the years ended December 31, 2022 and 2021, respectively.

Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements

Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

  • 200 -

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 Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.

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

  1. Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. 201 -

  5. 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.

  6. 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.

  7. 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.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 2022 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.

  • 202 -

/s/Huang, Chien-Che

/s/Fuh, Wen-Fun

Ernst & Young, Taiwan March 14, 2023

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 the Standards on Auditing of 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 the Standards on Auditing of 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.

  • 203 -
THE AMBASSADOR HOTEL CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
December 31, 2021 % 2
33
-
-
-
-
1
-
-
36
4
1
-
20
31
6
1
1
-
64
100
Amount $298,412
5,713,087
7
35,923
1,464
2,368
78,796
69,061
5,183
6,204,301
718,570
211,946
15,930
3,438,788
5,366,023
922,856
73,433
127,933
46,518
10,921,997
$17,126,298
December 31, 2022 % 7
28
-
-
12
-
1
-
-
48
4
1
-
20
7
19
-
1
-
52
100
Amount $1,284,688
5,172,255
5,687
32,013
2,307,180
3,138
86,099
46,839
4,641
8,942,540
809,843
209,430
-
3,789,105
1,382,162
3,321,911
-
128,673
46,124
9,687,248
$18,629,788
Notes 4,6
4,6
4,6
4,6,7
7
4,6
7
4,5,6
4,6
4,6,8
4,6
4,6,8,9
4,5,6,8
4,5,6
4,5,6
7
Assets Contents Current assets
Cash and cash equivalents
Financial assets at fair value through other comprehensive income, current
Notes receivable, net
Accounts receivable, net
Other receivables
Current tax assets
Inventories
Prepayments
Other current assets
Total current assets
Non-current assets
Financial assets at fair value through profit or loss, non-current
Financial assets at fair value through other comprehensive income, non-current
Financial assets at amortised cost, non-current
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment property, net
Deferred tax assets
Other non-current assets
Total non-current assets
Total assets
  • 204 -
THE AMBASSADOR HOTEL CO., LTD.
PARENT COMPANY ONLY BALANCE SHEETS (CONTINUED)
December 31, 2022 and 2021
(Expressed in Thousands of New Taiwan Dollars)
December 31, 2021 % 17
2
1
-
1
2
-
-
-
-
23
1
1
5
-
-
7
30
22
17
4
1
11
16
15
70
100
Amount $2,870,000
400,000
200,471
533
97,368
403,235
-
48,499
13,333
12,001
4,045,440
100,000
97,964
891,584
42,724
10,364
1,142,636
5,188,076
3,669,234
2,943,143
769,536
195,815
1,844,803
2,810,154
2,515,691
11,938,222
$17,126,298
December 31, 2022 % -
-
1
-
-
5
-
1
-
-
7
-
1
20
-
-
21
28
20
16
4
1
19
24
12
72
100
Amount $-
-
168,846
581
100,747
857,648
-
193,190
-
11,979
1,332,991
-
116,218
3,727,818
22,333
9,526
3,875,895
5,208,886
3,669,234
2,941,681
770,173
195,815
3,523,692
4,489,680
2,320,307
13,420,902
$18,629,788
Notes 6,8
6
4,6
7
6
4,6,7
4,5,6
6,8
4,6
4,6,8
4,6
4,5,6
4,5,6
7
6
6
6
Liabilities and Equity
Contents
Current liabilities
Short-term loans
Short-term bills payables
Contract liabilities, current
Notes payable
Accounts payable
Other payables
Current tax liabilities
Lease liabilities, current
Current portion of long-term liabilities
Other current liabilities
Total current liabilities
Non-current liabilities
Long-term loans
Deferred tax liabilities
Lease liabilities, non-current
Net defined benefit liabilities, non-current
Other non-current liabilities - others
Total non-current liabilities
Total liabilities
Equity attributable to shareholders of the parent
Capital stock
Common stock
Capital surplus
Retained earnings
Legal reserve
Special reserve
Unappropriated earnings
Total retained earnings
Other components of equity
Total equity
Total liabilities and equity
  • 205 -

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, 2022 and 2021

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings per Share)

Contents Notes For the years ended December 31, For the years ended December 31, For the years ended December 31, For the years ended December 31,
2022 2021
Amount % Amount %
Operating revenues
Operating costs
Gross profit
Operating expenses
Sales and marketing expenses
General and administrative expenses
Subtotal
Operating income (loss)
Non-operating income and expenses
Interest income
Other income
Other gains and losses
Finance costs
Share of profit or loss of associates and joint ventures accounted
for using equity method
Subtotal
Income (loss) before income tax
Income tax expense
Net income (loss)
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss
Remeasurements of defined benefits plans
Unrealized gains or losses from equity instruments investments measured
at fair value through other comprehensive income
Income tax related to items that will not be reclassified subsequently
Items that may be reclassified subsequently to profit or loss
Share of other comprehensive income (loss) of associates and joint ventures
which may be reclassified subsequently to profit or loss
Total other comprehensive income (loss), net of income tax
Total comprehensive income (loss)
Earnings per share
Basic earnings per share (NT$)
Net Income
Diluted earnings per share (NT$)
Net Income
4,6,7
4,6,7
4,6,7
6
4,5,6
4,6
4,6
$1,435,298
(1,413,754)
21,544
(282,466)
(471,451)
(753,917)
(732,373)
5,441
175,270
1,655,585
(49,047)
46,440
1,833,689
1,101,316
(13,277)
1,088,039
10,099
129,216
(2,020)
129,848
267,143
$1,355,182
$2.97
$2.95
100
(98)
2
(20)
(33)
(53)
(51)
-
12
115
(3)
3
127
76
(1)
75
1
9
-
9
19
94
$1,502,803
(1,236,581)
266,222
(261,547)
(378,821)
(640,368)
(374,146)
607
246,049
41,929
(19,970)
20,237
288,852
(85,294)
(3,324)
(88,618)
2,079
746,900
(415)
102,559
851,123
$762,505
($0.24)
($0.24)
100
(82)
18
(17)
(25)
(42)
(24)
-
16
3
(1)
1
19
(5)
-
(5)
-
50
-
7
57
52

The accompanying notes are an integral part of parent company only financial statements.

  • 206 -
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
For the years ended December 31, 2022 and 2021
THE AMBASSADOR HOTEL CO., LTD.
(Expressed in Thousands of New Taiwan Dollars)
Equity Attributable to Shareholders of the Parent Total Total $11,174,372
-
1,345
(88,618)
851,123
762,505 -
$11,938,222
$11,938,222
-
127,498
1,088,039
267,143
1,355,182 -
$13,420,902
Other Components of Unrealized Gains or
Losses on Financial
Assets Measured at
Fair Value through
Other Comprehensive
Income
$1,769,225
-
-
-
849,459
849,459 (102,993)
$2,515,691
$2,515,691
-
-
-
259,064
259,064 (454,448)
$2,320,307

Retained Earnings
Unappropriated
Earnings
$1,841,644
(3,213)
(9,667)
(88,618)
1,664
(86,954) 102,993
$1,844,803
$1,844,803
(637)
128,960
1,088,039
8,079
1,096,118 454,448
$3,523,692

Special Reserve
$195,815
-
-
-
-
- -
$195,815
$195,815
-
-
-
-
- -
$195,815
Legal Reserve $766,323
3,213
-
-
-
- -
$769,536
$769,536
637
-
-
-
- -
$770,173
Capital Surplus $2,932,131
-
11,012
-
-
- -
$2,943,143
$2,943,143
-
(1,462)
-
-
- -
$2,941,681
Common Stock $3,669,234
-
-
-
-
- -
$3,669,234
$3,669,234
-
-
-
-
- -
$3,669,234
Contents Balance as of January 1, 2021
Appropriation and distribution of 2020 retained earnings
Legal reserve
Other changes in capital surplus:
Share of changes in net assets of associates and joint ventures accounted for
using equity method
Net income for the year ended December 31, 2021
Other comprehensive income (loss) for the year ended December 31, 2021
Total comprehensive income (loss)
Disposal of equity instruments at fair value through other comprehensive
income
Balance as of December 31, 2021
Balance as of January 1, 2022
Appropriation and distribution of 2021 retained earnings
Legal reserve
Other changes in capital surplus:
Share of changes in net assets of associates and joint ventures accounted for
using equity method
Net income (loss) for the year ended December 31, 2022
Other comprehensive income (loss) for the year ended December 31, 2022
Total comprehensive income (loss)
Disposal of equity instruments at fair value through other comprehensive
income
Balance as of December 31, 2022
  • 207 -

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, 2022 and 2021 (Expressed in Thousands of New Taiwan Dollars)

Contents For theyear ended December 31, For theyear ended December 31,
2022 2021
Amount Amount
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Cash and cash equivalents at the end of year
Cash flows from operating activities:
Net income (loss) before income tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Expected credit impairment losses
Net gain from financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Share of (profit) of associates and joint ventures accounted for using equity method
Loss (gain) on disposal of property, plant and equipment
Sundry items
Expenses transferred from property, plant and equipment
Loss (gain) on disposal of investment property
Loss on disposal of investments
Changes in operating assets and liabilities:
Decrease (increase) in notes receivable
Decrease (increase) in accounts receivable
Decrease (increase) in other receivables
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other current assets
Increase (decrease) in contract liabilities
Increase (decrease) in notes payables
Increase (decrease) in accounts payables
Increase (decrease) in other payables
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liabilities
Cash generated from operations
Interest received
Income taxes paid
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Acquisition of financial assets at fair value through other comprehensive income
Proceeds from disposal of financial assets at fair value through other comprehensive income
Disposal of financial assets through amortized cost
Acquisition of investments accounted for using equity method
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Disposal of investment property
Decrease (increase) in other non-current assets
Dividends received
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Increase (decrease) in short-term loans
Increase (decrease) in short-term bills payables
Repayments of long-term loans (current portion included)
Cash payments for the principal portion of the lease liability
Increase (decrease) in other non-current liabilities - others
Interest paid (including capitalisation of interest)
Net cash provided by (used in) financing activities
$1,101,316
336,590
144
(91,273)
49,047
(5,441)
(167,346)
(46,440)
(1,543,619)
(302)
-
(13,441)
-
(5,823)
3,910
(2,303,857)
(7,302)
22,222
541
(31,625)
48
3,379
455,028
(22)
(12,312)
(2,256,578)
5,569
3,369
(2,247,640)
(2,480,991)
3,153,554
15,930
(80,000)
(400,954)
6,318,087
86,329
394
198,971
6,811,320
(2,870,000)
(400,000)
(113,333)
(185,365)
(837)
(7,869)
(3,577,404)
986,276
298,412
$1,284,688
$(85,294)
286,263
(35)
(42,052)
19,970
(607)
(175,305)
(20,237)
(478)
-
911
-
343
651
10,639
2,086
(411)
6,845
9,984
2,633
(1)
(20,330)
(75,608)
(909)
(18,510)
(99,452)
609
(5,466)
(104,309)
(2,332,980)
291,276
-
(90,000)
(213,079)
528
-
4,413
222,164
(2,117,678)
1,950,000
400,000
(6,667)
(15,162)
(3,958)
(16,427)
2,307,786
85,799
212,613
$298,412

The accompanying notes are an integral part of parent company only financial statements.

  • 208 -

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, 2022 and 2021

(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. 9, Ln. 65, Sec. 2, Zhongshan N. Rd., Zhongshan Dist., Taipei City 104204 , Taiwan (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, 2022 and 2021 were authorized for issue by the Board of Directors on March 7, 2023.

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, 2022. 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, and not yet adopted by the Group as at the end of the reporting period are listed below.

  • 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)

Items New, Revised or Amended Standards and Interpretations Effective Date issued
byIASB
a Disclosure Initiative - Accounting Policies – Amendments to
IAS 1
January 1, 2023
b Definition of AccountingEstimates – Amendments to IAS 8 January1,2023
c Deferred Tax related to Assets and Liabilities arising from a
Single Transaction – Amendments to IAS 12
January 1, 2023
  • (a) Disclosure Initiative - Accounting Policies – Amendments to IAS 8

The amendments improve accounting policy disclosures that to provide more useful information to investors and other primary users of the financial statements.

  • (b) Definition of Accounting Estimates – Amendments to IAS 8

The amendments introduce the definition of accounting estimates and include 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.

  • (c) Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12

The amendments narrow the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences.

The abovementioned standards and interpretations were issued by IASB and endorsed by FSC so that they are applicable for annual periods beginning on or after January 1, 2023. The standards and interpretations 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.

  • 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)

Items New, Revised or Amended Standards and Interpretations Effective Date issued
byIASB
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
To be determined
by IASB
b IFRS 17_Insurance Contracts_ January1,2023
c Classification of Liabilities as Current or Non-current –
Amendments to IAS 1
January 1 ,2024
d Lease Liability in a Sale and Leaseback – Amendments to
IFRS 16
January 1 ,2024
e Non-current Liabilities with Covenants – Amendments to IAS 1 January1,2024

(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.

  • 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)

  • (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 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.

IFRS 17 was issued in May 2017 and it was amended in 2020 and 2021. 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 .

  • (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) Lease Liability in a Sale and Leaseback – Amendments to IFRS 16

The amendments add seller-lessees additional requirements for the sale and leaseback transactions in IFRS 16, thereby supporting the consistent application of the standard.

  • 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)

  • (e) Non-current Liabilities with Covenants – Amendments to IAS 1

The amendments improved the information companies provide about long-term debt with covenants. The amendments specify that covenants to be complied within twelve months after the reporting period do not affect the classification of debt as current or non-current at the end of the reporting period.

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. New or amended standards and interpretations have no material impact on the Company.

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, 2022 and 2021 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 the equity 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.

  • 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)

  • (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.

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:

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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) 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 12 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 12 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.

  • (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.

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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) 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.

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:

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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. 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.

  • 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

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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)

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.

  • (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.

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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)

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.

  • (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.

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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)

  • (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.

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).

  • 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)

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.

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.

  • 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)

  • (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.

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.

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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)

(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.

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 affect 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.

  • 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 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 .

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.

  • 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)

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.

(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.

  • 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)

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.

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:

  • 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)

  • (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.

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.

  • 227 -

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 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.

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.

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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)

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.

  • (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; meanwhile, collecting the price from 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.

(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.

  • 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)

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.

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.

  • 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)

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.

  • 231 -

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) 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.

  • (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.

  • 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)

(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.

6. Contents of significant accounts

  • (1) Cash and cash equivalents
Cash on hand
Petty cash
Demand deposits
Checking accounts
Cash equivalents
Total
December 31,
2022
December 31,
2021
$1,378
2,497
234,621
26,268
1,019,924
$5,342
2,531
75,910
23,936
190,693
$1,284,688 $298,412

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

  • 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)

Mandatorily measured at fair value through profit or loss:
Beneficiary certificate
Current
Non-current
Total
December 31,
2022
December 31,
2021
$809,843 $718,570
$-
809,843
$-
718,570
$809,843 $718,570

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,
2022
December 31,
2021
$5,172,255
209,430
$5,172,255
209,430
$5,713,087
211,946
$5,713,087
211,946
$5,381,685 $5,925,033

The Company’s dividend income related to equity instrument investments measured at fair value through other comprehensive income for the years ended December 31, 2022 and 2021 are as follows:

Related to investments held on balance sheet date
Related to current period’s investment derecognition
Dividend income recognized in the current period
December 31,
2022
December 31,
2021
$142,532
24,814
$175,305
-
$167,346 $175,305

The Company has decided to sell and derecognize part of its investments related to equity instrument investments measured at fair value through other comprehensive income based on its investment strategy. Details regarding the derecognition for the fiscal year ended 2022 and 2021 are as follows:

  • 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)

Fair value on the date of derecognition
Accumulated profit (loss) derived from other equity
converted to dispositions of retained earnings
December 31,
2022
December 31,
2021
$3,176,223
259,064
$188,283
849,459

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,
2022
December 31,
2021
$- $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 receivable

Notes receivable arising from operating activities
Less: loss allowance
Total
December 31,
2022
December 31,
2021
$5,991
(304)
$167
(160)
$5,687 $7

Notes receivable was not pledged.

(6) Accounts receivable

Accounts receivable
Less: loss allowance
Total
December 31,
2022
December 31,
2021
$33,501
(1,488)
$37,411
(1,488)
$32,013 $35,923
  • 235 -

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 receivable was not pledged.

  • (b) Accounts receivable is generally on 60 to 90 day terms. The total carrying amounts of accounts receivable and notes receivable are NT$39,492 thousand and NT$37,578 thousand as of December 31, 2022 and 2021, respectively.

The movement in the provision for impairment of accounts receivable and notes receivables during the years ended December 31, 2022 and 2021 is as follows: (Please refer to Note 12 for more details on credit risk.)

As of January 1, 2022
Addition/(reversal) for the current period
As of December 31, 2022
As of January 1, 2021
Addition/(reversal) for the current period
As of December 31, 2021
Notes receivables and
accounts receivables
$1,648
144
$1,792
$1,683
(35)
$1,648
  • (c) Accounts receivable is generally on 60 to 90 day terms. The aging analysis of net amount of accounts receivable is as follows:
Not yet due and not impaired
Overdue but not impaired
Total
December 31,
2022
December 31,
2021
$32,013
-
$35,923
-
$32,013 $35,923
  • (7) Inventories
Food
Beverage
Cigarettes and others
Total
December 31,
2022
December 31,
2021
$37,937
46,422
1,740
$38,735
38,953
1,108
$86,099 $78,796
  • 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) The costs of inventories recognized in expenses amount to NT$391,120 thousand and NT$467,284 thousand for the years ended December 31, 2022 and 2021, respectively, and accounted for the costs 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 accounted for using the equity method of the Company:

Investees December 31, 2022 December 31, 2022 December 31, 2021 December 31, 2021
Carrying
amount
Percentage of
ownership (%)
Carrying
amount
Percentage of
ownership (%)
Investments in subsidiaries�
Ambassador Premium Food Co., Ltd.
Ambassador Real Estate Development Co.
Benz Investment Ltd.
Custom Investment Ltd.
Ambassador Investment Ltd.
Ambassador Bakery Corp. Ltd.
Ambassador Property Management and
Maintenance Co., Ltd (Note)
Subtotal
Investments in associates�
Yu Der Investment Corp.
Cheng Der Investment Corp.
Yeangder Safety Management Consulting
Co., Ltd.
Subtotal
Total
$52,056
6,116
1,187,617
1,266,508
975,200
6,709
8,536
100.00
100.00
99.99
99.99
99.99
60.00
100.00
22.50
27.06
10.00
$56,538
5,435
1,094,137
1,181,170
819,769
6,932
9,317
100.00
100.00
99.99
99.99
99.99
60.00
100.00
22.50
27.06
10.00
$3,502,742 $3,173,298
133,956
151,484
923
126,863
137,747
880
286,363 265,490
$3,789,105 $3,438,788

Note: The Company established Ambassador Property Management and Maintenance Co., Ltd with NT$10,000 thousand on March 31, 2021.

  • 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)

  • (b) 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.

  • (c) The Company accounted for its investments in subsidiaries using equity method and made necessary adjustments in the parent company only financial statements.

  • (d) The Company’s investments in associates are not individually material. The aggregate carrying amount of the Company’s investments in associates is NT$286,363 thousand as of 31 December 2022. 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
For theyears ended December 31, For theyears ended December 31,
2022 2021
$1,735
(19,840)
$(25,992)
8,085
$(18,105) $(17,907)
  • (e) The subsidiaries and associates had no contingent liabilities or capital commitments as of December 31, 2022 and 2021. Investments in subsidiaries and associates were not pledged.

  • (9) Property, plant and equipment

Owner occupied property, plant and equipment December 31,
2022
December 31,
2021
$1,382,162 $5,366,023
  • 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)

Cost:
As of January 1, 2022
Additions
Disposals
Transfers and other changes
As of December 31, 2022
As of January 1, 2021
Additions
Disposals
Transfers and other changes
As of December 31, 2021
Depreciation and impairment:
As of January 1, 2022
Depreciation
Disposals
Transfers and other changes
As of December 31, 2022
As of January 1, 2021
Depreciation
Disposals
Transfers and other changes
As of December 31, 2021
Net carrying amount as of:
December 31, 2022
December 31, 2021
Land Buildings Machinery
equipment
Transportation
and
communication
equipment
Other
equipment
Construction
in progress and
equipment
awaiting
examination
Total
$1,622,897
-
(1,053,399)
-
$9,216,208
16,444
(6,888,721)
(1,943,548)
$483,413
948
(279,975)
(164,788)
$130,023
-
(60,943)
(35,051)
$755,589
9,383
(526,717)
(121,473)
$194,280
374,179
-
(51,475)
$12,402,410
400,954
(8,809,755)
(2,316,335)
$569,498 $400,383 $39,598 $34,029 116,782 $516,984 $1,677,274
$1,622,897
-
-
-
$9,070,528
1,675
(154)
144,159
$471,958
216
(1,205)
12,444
$126,970
-
(1,334)
4,387
$746,701
4,098
(4,198)
8,988
$160,482
207,090
-
(173,292)
$12,199,536
213,079
(6,891)
(3,314)
$1,622,897 $9,216,208 $483,413 $130,023 $755,589 $194,280 $12,402,410
$-
-
-
-
$5,882,114
125,019
(4,188,740)
(1,643,102)
$416,347
13,723
(247,633)
(150,092)
$107,173
5,087
(52,553)
(43,810)
$630,753
26,820
(435,536)
(150,459)
$-
-
-
-
$7,036,387
170,649
(4,924,462)
(1,987,463)
$- $175,291 $32,345 $15,897 $71,578 $- $295,111
$-
-
-
-
$5,684,002
197,125
(154)
1,141
$401,638
17,477
(1,206)
(1,562)
$103,771
4,735
(1,333)
-
$598,617
37,055
(4,148)
(771)
$-
-
-
-
$6,788,028
256,392
(6,841)
(1,192)
$- $5,882,114 $416,347 $107,173 $630,753 $- $7,036,387
$569,498 $225,091 $7,253 $18,132 $45,204 $516,984 $1,382,162
$1,622,897 $3,334,094 $67,066 $22,850 $124,836 $194,280 $5,366,023
  • (a) There was no capitalization on interest expense to property, plant and equipment for the years ended December 31, 2022 and 2021.

(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.

  • 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)

These contracts provide the Company options to extend the leases.

Cost�
As of January 1, 2022
Additions
Disposals
As of December 31, 2022
As of January 1, 2021
Additions
Transfers
As of December 31, 2021
Depreciation and impairment�
As of January 1, 2022
Depreciation
Disposals
As of December 31, 2022
As of January 1, 2021
Depreciation
Transfers
As of December 31, 2021
Net carrying amount as of:
December 31, 2022
December 31, 2021
Land Buildings Total
$62,418
-
(62,418)
$14,900
-
(14,900)
$77,318
-
(77,318)
$- $- $-
$62,418
-
-
$12,842
-
2,058
$75,260
-
2,058
$62,418 $14,900 $77,318
$-
-
-
$3,885
545
(4,430)
$3,885
545
(4,430)
$- $- $-
$-
-
-
$2,643
595
647
$2,643
595
647
$- $3,885 $3,885
$- $- $-
$62,418 $11,015 $73,433
  • (a) Rental income from investment properties held by the Company is NT$1,260 thousand and NT$1,080 thousand for the years ended December 31, 2022 and 2021, respectively, recognized as non-operating income. There were 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 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, and the company has not assigned independent valuation specialist to determine the fair value.

  • 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)

As of December 31, 2021, 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 fair value determined based on valuations is NT$104,266 thousand .

  • (d) The Company sold its investment property in November 2022 in the amount of NT$86,329 thousand. Gains on disposal is NT$13,441 thousand.

(11) Short-term loans

Unsecured bank loans
Secured bank loans
Total
Interest Rates
(%)
December 31,
2022
December 31,
2021
0.75%~0.76%
0.75%~0.85%
$-
-
$1,200,000
1,670,000
$- $2,870,000
  • (a) Please refer to Note 6 (14) for the Company’s unused short-term lines of credits as of December 31, 2021.

  • (b) Please refer to Note 8 for more details on assets pledged as security for short-term loans.

  • (12) Short-term bills payables

GuaranteeAgency Interest Rates
(%)
December 31,
2022
December 31,
2021
Issued and guaranteed by financial
institutions
Loss: Unamortized discount
Net
0.81% $-
-
$400,000
-
$- $400,000

(13) 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,
2022
December 31,
2021
$594,249
48,032
30,563
30,221
9,348
14,489
130,746
$294,706
32
19,722
5,686
17,936
15,188
49,965
$857,648 $403,235
  • 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)

Note: Individual payables amount not exceeded NT$10,000 thousand were aggregated as others.

(14) Long-term loans

The Company does not have any long-term loans as of December 31, 2022.

  • (a) Details of long-term loans as of December 31, 2021 are as follows:
Lenders December 31,
2021
Interest
Rate(%)
Maturitydate and terms of repayment
Bank of Taiwan – Secured loans
The Export-Import Bank of the
Republic of China – unsecured
loans
Subtotal
Less: current portion
Total
$100,000
13,333
0.95%
0.93%
Effective from February 19, 2021 to February 19,
2023. Principal will be repaid upon maturity.
Interest is paid monthly.
Effective from November 29, 2019 to November
28, 2022. Principal will be repaid every 6 months
after 24 months of borrowing. Interest is paid
monthly.
113,333
(13,333)
$100,000
  • (b) The Company’s unused short-term and long-term lines of credits amount to NT$11,920,000 thousand and NT$3,529,000 thousand as of December 31, 2022 and 2021, 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 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, 2022 and 2021 are NT$26,729 thousand and NT$38,889 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

  • 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)

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.

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$2,880 thousand to its defined benefit plan during the 12 months beginning after December 31, 2022.

As of December 31, 2022 and 2021, anticipated expiration date of the Company's defined benefit plan is by the end of 2031.

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,
2022 2021
$1,746
302
-
-
$2,447
348
(10,286)
-
$2,048 $(7,491)

Changes in the defined benefit obligation and fair value of plan assets are as follows:

  • 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)

Defined benefit obligation
Plan assets at fair value
Other non-current liabilities – net defined
benefit liability
December 31,
2022
December 31,
2021
January 1,
2021
$79,095
(56,762)
$94,421
(51,697)
$125,706
(64,472)
$22,333 $42,724 $61,234

Reconciliation of liability (asset) of the defined benefit plan is as follows:

As of January 1, 2021
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, 2021
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, 2022
Defined benefit
obligation
Fair value of
plan assets
Net defined
benefit liability
(asset)
$125,706
2,447
754
(10,286)
$(64,472)
-
(406)
-
$61,234
2,447
348
(10,286)
118,621
-
(846)
(493)
-
(64,878)
-
-
-
(740)
53,743
-
(846)
(493)
(740)
(1,339) (740) (2,079)
(22,861)
-
-
22,861
(8,940)
-
-
(8,940)
-
$94,421
1,746
688
-
$(51,697)
-
(386)
-
$42,724
1,746
302
-
96,855
(5,430)
-
-
-
(52,083)
-
-
-
(4,669)
44,772
(5,430)
-
-
(4,669)
(5,430) (4,669) (10,099)
(12,330)
-
-
12,330
(12,340)
-
-
(12,340)
-
$79,095 $(56,762) $22,333
  • 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)

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,
2022
December 31,
2021
1.392%
1.000%
0.734%
1.000%

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,
2022 2021
Increase in
defined benefit
obligation
Decrease in
defined benefit
obligation
Increase in
defined benefit
obligation
Decrease in
defined benefit
obligation
$-
2,249
2,207
-
$2,144
-
-
2,122
$-
2,853
2,795
-
$2,746
-
-
2,697

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.

(16) Equity

(a) Common stock

The Company’s issued capital as of December 31, 2022 and 2021 was NT$3,669,234 thousand, each at a par value of NT$10, divided into 366,923 thousand shares.

  • 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)

(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,
2022
December 31,
2021
$2,859,851
21,750
33,058
19,667
8,817
(1,462)
$2,859,851
21,750
22,046
19,667
8,817
11,012
$2,941,681 $2,943,143

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.

  • 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)

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.

According to existing regulations, when the Company 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 in the first-time adoption of the IFRS, 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 from the special reserve.

On March 31, 2021, the FSC issued Order No. Financial-Supervisory-SecuritiesCorporate-1090150022, 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 special reserve. For any subsequent use, disposal or reclassification of related assets, the special reserve in the amount equal to the reversal may be released for earnings distribution.

Details of the 2022 and 2021 earnings distribution and dividends per share as approved and resolved by the board of directors’ meeting and shareholders’ meeting on March 7, 2023 and June 14, 2022, respectively, are as follows:

Legal reserve
Common stock -cash dividend
Total
Appropriation of earnings Appropriation of earnings Dividendper share(NT$) Dividendper share(NT$)
2022 2021 2022 2021
$167,953
183,462
$637
-
$0.5 $-
$351,415 $637
  • 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)

Please refer to Note 6 (19) for details on employees’ compensation and remuneration to directors and supervisors.

(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,
2022 2021
$335,606
1,082,215
17,477
$267,597
1,224,042
11,164
$1,435,298 $1,502,803

For the years ended December 31, 2022 and 2021, 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 led to the downturn of earnings and gross profits. However, due to easing the restriction and lockdown starting at the first half of year in 2022, the Company assesses the potential growth of business operations and financial performance in the coming year.

Analysis of revenue from contracts with customers during the years ended December 31, 2022 and 2021 are as follows:

(a) Disaggregation of revenue

For the year ended December 31, 2022:

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
$-
480,205
4,061
$143,887
361,218
11,502
$191,719
240,792
1,914
$335,606
1,082,215
17,477
$484,266 $516,607 $434,425 $1,435,298
$484,266
-
$372,720
143,887
$242,706
191,719
$1,099,692
335,606
$484,266 $516,607 $434,425 $1,435,298
  • 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)

For the year ended December 31, 2021:

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
$18,785
632,629
5,511
$86,208
295,425
3,684
$162,604
295,988
1,969
$267,597
1,224,042
11,164
$656,925 $385,317 $460,561 $1,502,803
$638,140
18,785
$299,109
86,208
$297,957
162,604
$1,235,206
267,597
$656,925 $385,317 $460,561 $1,502,803
  • (b) Contract balances

Contract liabilities – current

Room revenue
Food and beverage sales
Other operating revenue
Total
December 31,
2022
December 31,
2021
January 1,
2021
$51,655
109,288
7,903
$63,022
137,326
123
$65,933
131,832
73
$168,846 $200,471 $197,838

For the years ended December 31, 2022 and 2021, NT$200,471 and NT$197,838 are recognized as revenue, respectively, during the period that was included in the beginning balances of contract liabilities.

(18) 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 20 years.

  • 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)

The impact on the financial position, financial performance and cash flows from the Company’s leases is 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,
2022
December 31,
2021
$-
3,319,127
2,784
$45,089
872,896
4,871
$3,321,911 $922,856

During the years ended December 31, 2022 and 2021, the Company’s additions to right-of-use assets amount to NT$2,616,723 thousand and NT$888,506 thousand, respectively.

ii Lease liabilities

Lease liabilities
Current
Non-current
December 31,
2022
December 31,
2021
$3,921,008 $940,083
193,190 48,499
3,727,818 891,584

Please refer to Note 6 (20) for the interest on lease liabilities recognized during the years ended December 31, 2022 and 2021 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
Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
$1,252
161,914
2,230
$5,010
19,825
4,441
$165,396 $29,276
  • 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)

  • C. Income and costs relating to leasing activities
Expenses relating to short-term leases
Gains arising from on sale and leaseback
transactions
For theyears ended December 31, For theyears ended December 31,
2022 2021
$13,601
137,564
$14,486
-
  • D. Cash outflow relating to leasing activities

During the years ended December 31, 2022 and 2021, the Company’s total cash outflows for leases amounting to NT$198,966 thousand and NT$29,648 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.

  • (19) Summary statement of employee benefits, depreciation and amortization expenses by function is as follows:
For theyears ended December For theyears ended December For theyears ended December 31,
2022 2021
Operating
costs
Operating
expenses
Total
amount
Operating
costs
Operating
expenses
Total
amount
Employee benefits expense
Salaries $698,086 $237,055 $935,141 $460,493 $168,893 $629,386
Labor and health insurance 40,008 11,300 51,308 48,327 13,988 62,315
Pension 21,617 7,160 28,777 23,281 8,117 31,398
Directors' remuneration - 26,760 26,760 - 12,930 12,930
Other employee benefits expense 21,001 7,614 28,615 25,141 8,347 33,488
Depreciation 220,170 116,420 336,590 208,438 77,825 286,263
  • 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)

  • (a) The total numbers of the Company’s employees were 768 and 973, including both 12 non-employee directors as of December 31, 2022 and 2021, respectively.

  • (b) Other information is as follows:

  • A. The Company's average employee benefit expenses for the years ended December 31, 2022 and 2021 were NT$1,381 thousand and NT$787 thousand, respectively.

  • B. The Company's average salary expenses for the years ended December 31, 2022 and 2021 were NT$1,237 thousand and NT$655 thousand, respectively.

  • C. The Company's average salary expense adjustment for the year ended December 31, 2022 decreased by 88.85%.

  • D. The Company has established the Audit Committee in replace of supervisors and therefore the supervisors’ remuneration for the years ended December 31, 2022 and 2021 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.

  • 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)

Taking the Company’s profitability in 2022 into consideration, employee compensation and director and supervisor compensation were valued at 2.78% and 1.39%, thereby NT$32,000 thousand and NT$16,000 were recognized under salary expenses, respectively. On March 7, 2023, the Company’s Board of Directors remunerated employee compensation and director and supervisor compensation in the amounts of NT$32,000 thousand and NT$16,000 thousand in cash, respectively. Due to the net loss in 2021, employee compensation and director compensation were not assessed.

  • (20) Non-operating income and expenses

  • (a) Interest income

Financial assets measured at amortized cost For theyears ended December 31, For theyears ended December 31,
2022 2021
$5,441 $607
  • (b) Other income

For the years ended December 31,

Rental income
Dividend income
Government grants
Compensation income
Others
Total
2022 2021
$1,774
167,346
-
17
6,133
$1,594
175,305
60,012
46
9,092
$175,270 $246,049

In April 2020, June 2021 and September 2021, 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.

  • 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)

  • (c) Other gains and losses
Other gains and losses
Gains arising from sale and leaseback transactions -
Transfer of rights
Gains (losses) on disposal of property, plant and
equipment (Note1)
Gains on disposal of investment property
Foreign exchange losses (gains), net
Losses on disposal of investments
Gains on financial assets at fair value through profit
or loss (Note2)
Others
Total
For theyears ended December 31,
2022 2021
$137,564
1,406,055
13,441
901
-
91,273
6,351
$-
478
-
(1)
(343)
42,052
(257)
$1,655,585 $41,929
  • Note1: Primarily attributable to the gains arising from the sale of land of Ambassador Hotel in Kaohsiung, the renovation of Ambassador Hotel in Taipei, and the loss on disposal of assets in Kaohsiung. Related gains and losses totaled to NT$1.406 billion.

  • Note2: Balances were arising from financial assets mandatorily measured at fair value through profit or loss.

  • (d) Finance costs

Finance costs
Interest on borrowings from bank
Interest on lease liabilities
Imputed interest on deposits
Total
For theyears ended December 31,
2022 2021
$7,245
41,792
10
$16,726
3,234
10
$49,047 $19,970
  • 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)

(21) Components of other comprehensive income (loss)

For the year ended December 31, 2022:

For the year ended December 31, 2022:
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
theperiod
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
$10,099
129,216
129,848
$-
-
-
$10,099
129,216
129,848
$(2,020)
-
-
$8,079
129,216
129,848
$269,163 $- $269,163 $(2,020) $267,143

For the year ended December 31, 2021:

For the year ended December 31, 2021:
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
theperiod
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
$2,079
746,900
102,559
$-
-
-
$2,079
746,900
102,559
$(415)
-
-
$1,664
746,900
102,559
$851,538 $- $851,538 $(415) $851,123

(22) Income tax

(a) The major components of income tax expense (benefit) for the years ended December 31, 2022 and 2021 are as follows:

Income tax expense (benefit) recognized in profit or loss

  • 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)

Current income tax expense (benefit):
Current income tax (refund) 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)
Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
$(2,624)
406
15,495
$(2,329)
(2,291)
7,944
$13,277 $3,324
Income tax relating to components of other comprehensive income (loss)
For theyears ended December 31,
2022
2021
Deferred tax expense (benefit):
Remeasurements of defined benefits plans
$(2,020)
$(415)
Income tax relating to components of other
comprehensive income
$(2,020)
$(415)
Income tax relating to components of other comprehensive income (loss)
For theyears ended December 31,
2022
2021
Deferred tax expense (benefit):
Remeasurements of defined benefits plans
$(2,020)
$(415)
Income tax relating to components of other
comprehensive income
$(2,020)
$(415)
Income tax relating to components of other comprehensive income (loss)
For theyears ended December 31,
2022
2021
Deferred tax expense (benefit):
Remeasurements of defined benefits plans
$(2,020)
$(415)
Income tax relating to components of other
comprehensive income
$(2,020)
$(415)

Deferred tax expense (benefit):
Remeasurements of defined benefits plans
Income tax relating to components of other
comprehensive income
2022 2021
$(2,020) $(415)
$(2,020) $(415)

(b) Reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rates is as follows:

Accounting (loss) 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 the years ended December
31,
For the years ended December
31,
2022 2021
$1,101,316 $(85,294)
$220,623
(488,122)
26
(2,624)
406
282,968
$(17,059)
(51,067)
3
(2,329)
(2,291)
76,067
$13,277 $3,324

(c) Deferred tax assets (liabilities) relate to the following:

  • 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)

For the year ended December 31, 2022:

Temporary differences�Deferred tax assets
Depreciation difference for tax purpose
Loss allowance
Accrued employee benefits
Defined benefit liabilities, non-current
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
Endingbalance
$62,459
146
38,436
23,211
3,452
229
(63,794)
(34,170)
$15
-
4,797
(2,052)
-
-
(18,255)
-
$-
-
-
-
(2,020)
-
-
-
$62,474
146
43,233
21,159
1,432
229
(82,048)
(34,170)
$(15,495) $(2,020)
$29,969 $12,455
$127,933 $128,673
$(97,964) $116,218

For the year ended December 31, 2021:

Temporary differences�Deferred tax assets
Depreciation difference for tax purpose
Loss allowance
Accrued employee benefits
Defined benefit liabilities, non-current
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
Endingbalance
$63,761
146
35,269
24,609
3,867
229
(55,383)
(34,170)
$(1,302)
-
3,167
(1,398)
-
-
(8,411)
-
$-
-
-
-
(415)
-
-
-
$62,459
146
38,436
23,211
3,452
229
(63,794)
(34,170)
$(7,944) $(415)
$38,328 $29,969
$127,881 $127,933
$(89,553) $(97,964)
  • 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)

  • (d) The assessment of income tax returns

As of December 31, 2022, 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 2020

(23) 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.

(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$)
Forthe years endedDecember31, Forthe years endedDecember31,
2022 2021
$1,088,039 $(88,618)
366,923 366,923
$2.97 $(0.24)
$1,088,039 $(88,618)
$1,088,039 $(88,618)
366,923
1,472
366,923
-
368,395 366,923
$2.95 $(0.24)
  • 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)

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:

Name of the relatedparties Nature of relationshipof the relatedparties
Ambassador Premium Food Co., Ltd.
Benz Investment Ltd.
Custom Investment Ltd.
Ambassador Investment Ltd.
Ambassador Bakery Corp. Ltd.
Ambassador Real Estate Development Co.
Ambassador Property Management and
Maintenance Co., Ltd.
Custom Management Consulting Co., Ltd.
Custom Human Resources Management Ltd.
Shihlin Electric & Engineering Corporation
HCT Logistics Co., Ltd.
Charter Leisure Co., Ltd.
Hsinchu Golf Country Club Co., Ltd.
Shihlin Development Company Limited
Qun Xin Properties Co., Ltd.
HCT e-Commerce CO., LTD.
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Sub-subsidiary
Sub-subsidiary
Entity with joint control or significant influence
over the Company
Other related party
Other related party
Other related party
Other related party
Associate (Note)
Other related party

Note: Beginning from the fourth quarter of 2021, Qun Xin Properties Co., Ltd. is no longer

an associate of the company but rather reclassified as other related party to the Company.

  • 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)

  • (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
2022 2021
$3,686
21,469
11,163
-
$3,695
26,076
29,580
47
$36,318 $59,398

The sale price and trade credit terms were determined based on general trading terms.

(b) Purchases

Subsidiaries
Other related parties
Total
For theyears ended December 31, For theyears ended December 31,
2022 2021
$65,051
60
$157,847
24
$65,111 $157,871

The purchase price to the above related parties were similar to those purchased from third party suppliers.

  • (c) Accounts 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,
2022 2021
$736
2,002
1,688
-
$740
3,675
3,365
8
$4,426 $7,788
  • 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)

(d) Other receivables

Entity with joint control or significant influence
over the Company
Other related parties
Associates
(e) Lease - related parties
A. Right-of-use assets
Other related parties
B. Lease liabilities
Other related parties
C. Interest expenses
Other related parties
(f) Accounts payable
Subsidiaries
(g) 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,
2022 2021
$870
2,754
-
$-
-
12
$3,624 $12
2022 2021
$2,910
3
466
-
$1,897
128
159
3
$3,379 $2,187
  • 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)

  • (h) Wage expenditures
Wage expenditures
Subsidiaries Forthe years endedDecember31,
2022 2021
$2,418 $3,621
  • (i) Operating expenses
Subsidiaries
Entity with joint control or significant influence
over the Company
Other related parties
Total
(j) Property transaction
For theyears ended December 31, For theyears ended December 31,
2022 2021
$24,230
276
3,823
$16,131
148
7,861
$28,329 $24,140
Purchase the property, plant and equipment�
Entity with joint control or significant influence
over the Company
Sale of property, plant and equipment:
Entity with joint control or significant influence over
the Company
Other related parties
Total
(l) Key management personnel compensation
For theyears ended December 31, For theyears ended December 31,
2022 2021
$1,594
$-
-
$562
$829
2,762
$3,591 $1,594
Short-term employee benefits
Post-employment benefits
Total
For theyears ended December 31, For theyears ended December 31,
2022 2021
$51,684
697
$47,675
955
$52,381 $48,630
  • 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)

  • (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 until 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.

The Company’s lease contract with HCT Logistics Co., Ltd. has been terminated in April 2022 before the lease expiration date.

  • (b) Restaurant joint operating agreement

The Company entered into a restaurant joint operating agreement with Charter Leisure Co., Ltd. The agreement will terminate until December 31, 2021. 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 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.

The Company’s restaurant joint operating agreement with Charter Leisure Co., Ltd. has come to an early termination in May 2021.

8. Assets pledged as security

The following table lists assets of the Company pledged as security:

  • 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)

Items Carryingamount Carryingamount Secured liabilities
December 31,
2022
December 31,
2021
Financial assets measured at
amortized cost, non-current
Demand deposits
Property, plant and equipment:
Building for operation and
administration in Hsinchu
Building for operation in
Kaohsiung
Building for operation and
administration in Taipei
Subtotal
Total
$-
-
-
-
$15,930
3,303,862
534,118
1,036,918
Loans
Loans and bank
performance guarantee
Loans
Loans
- 4,874,898
$- $4,890,828

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 details.

  • (2) The Company signed a restaurant joint operating agreement with Charter Leisure Co., Ltd. Please refer to Note 7 (3) for more details.

  • (3) The Company entered into several construction contracts and acquisition contracts of property, plant and equipment. As of December 31, 2022 and 2021, these contracts amounted to approximately NT$6,705,150 thousand and NT$224,617 thousand and the portion of the contracts not yet paid was approximately NT$6,435,322 thousand and NT$87,490 thousand, respectively.

  • (4) The Company entrusted financial institutes to open performance guarantee, mainly related to the operations, amounting to NT$29,875 thousand.

10. Losses due to major disasters

None.

  • 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)

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
Financial liabilities
Financial liabilities measured at amortized cost:
Short-term loans
Short-term bills payables
Payables (other payables included)
Lease liabilities
Long-term loans (current portion included)
Total
December 31,
2022
December 31,
2021
$809,843
5,381,685
3,625,693
$718,570
5,925,033
351,736
$9,821,096 $6,995,339
December 31,
2022
December 31,
2021
$-
-
958,976
3,921,008
-
$2,870,000
400,000
501,136
940,083
113,333
$4,879,984 $4,824,552

Note: Includes cash and cash equivalents (exclude cash on hand and petty cash), 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.

  • 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)

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.

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, 2022 and 2021 to decrease/increase by NT$0 thousand and NT$3,383 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

  • 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)

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, 2022 and 2021 by NT$8,098 thousand and NT$7,186 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$51,723 thousand and NT$57,131 thousand on the equity attributable to the Company for the years ended December 31, 2022 and 2021, 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).

The Company transacts 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

  • 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)

yield curve as of the end of the reporting period.

Non-derivative financial liabilities

As of December 31, 2022
Payables
(other payables included)
Lease liabilities (Note)
Deposits received
As of December 31, 2021
Short-term loans
Short-term bills payables
Payables
(other payables included)
Lease liabilities (Note)
Long-term loans
Deposits received
Less than
1year
1 to 5years 6 to 10
years
10 to 5
years
Total
$958,976
243,326
-
$2,872,203
400,058
501,136
58,842
13,446
-
$-
945,049
9,526
$-
-
-
276,039
101,080
10,364
$-
1,213,366
-
$-
-
-
346,327
-
-
$-
2,020,905
-
$-
-
-
340,322
-
-
$958,976
4,422,646
9,526
$2,872,203
400,058
501,224
1,021,530
114,526
10,364

Note: Cash flows resulted from short-term leases or leases of low-value assets are included.

Derivative financial liabilities

The Company does not hold any derivative financial instruments.

  • (6) Reconciliation of liabilities arising from financing activities

Reconciliation of liabilities for the year ended December 31, 2022:

As of December 31, 2021
Cash flows
Non-cash changes
As of December 31, 2022
Short-term
loans
Short-term
bills
payables
Long-term
loans
Leases
liabilities
Total
liabilities
from
financing
activities
$2,870,000
(2,870,000)
-
$400,000
(400,000)
-
$113,333
(113,333)
-
$940,083
(185,365)
3,166,290
$4,323,416
(3,568,698)
3,166,290
$- $- $- $3,921,008 $3,921,008
  • 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)

Reconciliation of liabilities for the year ended December 31, 2021:

As of December 31, 2020
Cash flows
Non-cash changes
As of December 31, 2021
Short-term
loans
Short-term
bills
payables
Long-term
loans
Leases
liabilities
Total
liabilities
from
financing
activities
$920,000
1,950,000
-
$-
400,000
-
$120,000
(6,667)
-
$63,699
(15,162)
891,546
$1,103,699
2,328,171
891,546
$2,870,000 $400,000 $113,333 $940,083 $4,323,416
  • (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.

  • 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).

  • 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)

  • 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

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 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:

  • 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)

As of December 31, 2022:
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, 2021
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
$-
5,172,255
Level 1
$809,843
-
Level 2
$-
209,430
Level 3
$809,843
$5,381,685
Total
$-
5,713,087
$718,570
-
$-
211,946
$718,570
5,925,033

Transfers between Level 1 and Level 2 during the period

During the years ended December 31, 2022 and 2021, there were no transfers between Level 1 and Level 2 fair value measurements.

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:

  • 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)

As of January 1, 2022
Total gains (losses) recognized for the year ended December 31, 2022:
Amount recognized in OCI (presented in “Unrealized gains or losses
from equity instruments investments measured at fair value through
other comprehensive income”)
Acquisition for the year ended December 31, 2022
Disposal for the year ended December 31, 2022
As of December 31, 2022
As of January 1, 2021
Total gains (losses) recognized for the year ended December 31, 2021:
Amount recognized in OCI (presented in “Unrealized gains or losses
from equity instruments investments measured at fair value through
other comprehensive income”)
Acquisition for the year ended December 31, 2021
Disposal for the year ended December 31, 2021
As of December 31, 2021
Equitysecurities
$211,946
(2,516)
-
-
$209,430
$169,165
12,289
30,492
-
$211,946

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, 2022

Valuation
techniques
Significant
unobservable
inputs
Quantitative
information
Relationship
between inputs and
fair value
Financial assets:
Financial assets at fair value through other comprehensive income
Stocks
Market
approach
discount for lack
of marketability
10%
The higher the
discount for lack of
marketability, the
lower the fair value
of the stocks
Valuation
techniques
Significant
unobservable
inputs
Quantitative
information
Relationship
between inputs and
fair value
Sensitivity analysis of
relationship between inputs
and fair value
1% increase (decrease) in the
discount for lack of
marketability would result in
increase (decrease) in the
Company’s equity by
NT$2,094 thousand
  • 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)

As of December 31, 2021

Valuation
techniques
Significant
unobservable
inputs
Quantitative
information
Relationship
between inputs and
fair value
Financial assets:
Financial assets at fair value through other comprehensive income
Stocks
Market
approach
discount for lack
of marketability
10%
The higher the
discount for lack of
marketability, the
lower the fair value
of the stocks
Valuation
techniques
Significant
unobservable
inputs
Quantitative
information
Relationship
between inputs and
fair value
Sensitivity analysis of
relationship between inputs
and fair value
1% increase (decrease) in the
discount for lack of
marketability would result in
increase (decrease) in the
Company’s equity by
NT$2,119 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

The Company’s non-holding assets not measured at fair value but for which disclosure is required as of December 31, 2022

As of December 31, 2021:

Investment properties (Note) Level 1 Level 2 Level 3 Total
$- $- $104,266 $104,266

Note: Please refer to Note 6 (10).

  • 273 -

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

No. Items Attachments
1 Financing provided to others None
2 Endorsement/Guaranteeprovided to others None
3 Securities held as of December 31, 2022
(excludinginvestments in subsidiaries, associates andjoint ventures)
Attachment 1
4 Individual securities acquired or disposed of with accumulated amount
exceedingthe lower of NT$300 million or 20percent of the capital stock
Attachment 2
5 Acquisition of individual real estate with amount exceeding the lower of
NT$300 million or 20percent of capital stock
None
6 Disposal of individual real estate with amount exceeding the lower of NT$300
million or 20percent of capital stock
Attachment 3
7 Related party transactions for purchases and sales amounts exceeding the lower
of NT$100 million or 20percent of capital stock
None
8 Receivables from related parties with amounts exceeding the lower of NT$100
million or 20percent of capital stock
None
9 Financial instruments and derivative transactions None
10 Others: business relationships and significant transactions between parent
companyand subsidiaryand amongsubsidiaries
Attachment 4
  • 274 -

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:

No. Items Attachments
1 Financing provided to others None
2 Endorsement/Guaranteeprovided to others None
3 Securities held as of December 31, 2022
(excludinginvestments in subsidiaries,associates andjoint ventures)
Attachment 1
4 Individual securities acquired or disposed of with accumulated amount
exceedingthe lower of NT$300 million or 20percent of the capital stock
Attachment 2
5 Acquisition of individual real estate with amount exceeding the lower of
NT$300 million or 20percent of capital stock
None
6 Disposal of individual real estate with amount exceeding the lower of NT$300
million or 20percent of capital stock
None
7 Related party transactions for purchases and sales amounts exceeding the lower
of NT$100 million or 20percent of capital stock
None
8 Receivables from related parties with amounts exceeding the lower of NT$100
million or 20percent of capital stock
None
9 Financial instruments and derivative transactions None
10 Name,location and related information of investee Attachment 5
  • (3) Information on investments in mainland China

None.

  • (4) Information on major shareholders

Refer to Attachment 6.

  • 275 -
Attachment 1: Securities held as of December 31, 2022 (excluding investments in subsidiaries, associates and joint ventures)
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)
Note
(Note 2)
Note 1: For financial assets measured at fair value, the carrying amount should be the fair value deducted by the accumulated impairment loss. For financial assets not measured at fair value, the carrying amount 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.
Ending Balance Fair Value 3,617,003 258,401 994,301 2,055 300,495 211,340 239,875 214,514 144,114 53,092 8,622 37,175 - 53,950 41,200 163 15,228 225,664 109,026 45,087 426,344 48,568 - 763 90,174 610,022 43,739 - 54,481
Percentage of
Ownership
(%)
11.48 1.46 0.22 0.00 0.00 - - - - 8.70 18.00 12.50 7.54 1.53 0.40 0.09 12.41 0.72 15.79 4.39 1.35 2.55 1.67 1.67 8.77 1.94 2.30 2.30 8.92
Carrying Amount
(Note 1)
$3,617,003 258,401 994,301 2,055 300,495 211,340 239,875 214,514 144,114 53,092 8,622 37,175 - 53,950 41,200 163 15,228 225,664 109,026 45,087 426,344 48,568 - 763 90,174 610,022 43,739 - 54,481
Units/Shares 59,785,175 6,836,000 44,991,000 36,500 670,000 293,968 293,968 291,192 297,072 2,600,000 900,000 2,500,000 1,146 13 4 16,318 3,600,000 3,730,000 9,000,000 4,000,000 7,047,000 5,781,850 700 83,333 8,000,000 10,083,000 5,207,066 268,250 2,668,000
Financial Statement Account Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through profit or loss, non-current Financial assets at fair value through profit or loss, non-current Financial assets at fair value through profit or loss, non-current Financial assets at fair value through profit or loss, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, current Financial assets at fair value through other comprehensive income, non-current Financial assets at fair value through other comprehensive income, non-current
Relationship Same chairman/Entity with significant
influence over the Company
- - - - - - - Chairman of the company is a key
management personnel of the Company
- - Same chairman - - - Same chairman/Entity with significant
influence over the Company
- - Same chairman/Entity with significant
influence over the Company
Director of the company is a key management
personnel of the Company
- Chairman of the company is a key
management personnel of the Company

-
Same chairman/Entity with significant
influence over the Company
Director of the company is a key management
personnel of the Company
- -
Type and Name of Securities Listed Stock/Shihlin Electric & Engineering Corporation Listed Stock/Kerry TJ Logistics Company Limited Listed Stock/CTBC Financial Holding Co.,Ltd. Listed Stock/Fubon Financial Holding Co., Ltd. Listed Stock/Taiwan Semiconductor Manufacturing Co., Ltd. Beneficiary Certificate/Genesis Capital Appreciation Fund Beneficiary Certificate/Asian Value Fund Beneficiary Certificate/Ivy Sun Moon Fund Beneficiary Certificate/Caesar Balance Income Fund Stock/Cheng Der Investment Corp. Stock/Charter Leisure Co., Ltd. Stock/Taiwan Creative Industry Development Co., Ltd. Stock/BaiNian International Technology Co., Ltd. Stock/Hsinchu Golf Country Club Co., Ltd. Stock/The Orient Linko Golf & Country Club Stock/Global Securities Finance Corporation Stock/Qun Xin Properties Co., Ltd. Listed Stock/Shihlin Electric & Engineering Corporation Stock/Chang Hong Investment Corp. Stock/Xin He Investment Corp. Listed Stock/Shihlin Electric & Engineering Corporation Listed Stock/Shihlin Development Company Limited Stock/Asia Pacific Technology–3 Stock/Charter Leisure Co., Ltd. Stock/Xin He Investment Corp. Listed Stock/Shihlin Electric & Engineering Corporation Listed Stock/Shihlin Development Company Limited Stock/Asia Pacific Technology–2 Stock/Cheng Der Investment Corp.
Held Company Name The Ambassador Hotel Co., Ltd. Custom Investment Ltd. Ambassador Investment Ltd. Benz Investment Ltd.
  • 276 -
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
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)
Note 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.
Ending Balance Amount $974,181 371,484 - 2,356,504
Shares 44,991,000 670,000 - 59,785,175
Disposal Gains (Losses)
on disposal
$(608,827) (22,707) (7,507) -
Carrying
amount
$2,047,729 110,891 422,373 -
Amount $2,656,556 88,184 429,880 -
Shares 94,311,000 200,000 740,000 -
Acquisition Amount $439,753 482,375 422,373 934,900
Shares 19,354,000 870,000 740,000 15,500,000
Beginning Balance Amount $2,582,157 - - 1,421,604
Shares 119,948,000 - - 44,285,175
Relationship (Note 2) - - - -
Counter-Party (Note 2) - - - -
Financial Statement Account Financial assets at fair value through
other comprehensive income, current

Financial assets at fair value through
other comprehensive income, current

Financial assets at fair value through
profit or loss, current

Financial assets at fair value through
other comprehensive income, current
Type and Name of Securities (Note 1) CTBC Financial Holding Co., Ltd. Taiwan Semiconductor
Manufacturing Co., Ltd.

Taiwan Semiconductor
Manufacturing Co., Ltd.

Shihlin Electric & Engineering
Corporation
Company Name The Ambassador Hotel Co., Ltd. The Ambassador Hotel Co., Ltd. The Ambassador Hotel Co., Ltd. The Ambassador Hotel Co., Ltd.
  • 277 -
Other Contractual
items
None None
Basis of price determination Valuation report from the
professional real estate
appraiser
Valuation report from the
professional real estate
appraiser
Purpose of
disposition
To align with
company's
business plan
To align with
company's
business plan
Relationship Non-related
party
Non-related
party
Transaction counterpart TransGlobe Life Insurance
Inc.
FORMOSAN RUBBER
GROUP INCORPORATE,
Continental Development
Corporation
Gains or
loss on
disposal
$137,564 2,219,404
Transaction amount receiving status All received Partially received
Transaction amount (contract price) $4,200,000 2,397,943
Balance per book $3,309,843 80,651
Date of occurrence March 16, 2022 December 31, 2022
Asset name All houses and land in No.188 &
No.190, Sec. 2, Zhonghua Rd., East
Dist., Hsinchu City; all floors and land
in No. 1, Ln. 170, Sec. 2, Zhonghua Rd.,
East Dist., Hsinchu City
Two lots of land in No.533 & 535
Qianjin Dist., Kaohsiung City
Company with asset disposal The Ambassador Hotel Co., Ltd. The Ambassador Hotel Co., Ltd.
  • 278 -
Intercompany Transactions Number
(Note 1)
Company Name
Counter-Party
Relationship
(Note 2)
Financial Statement
Account
Amount
Payment Term
Percentage of
Total Sales
or Assets (Note 3)
0
The Ambassador Hotel Co., Ltd.
Ambassador Premium Food Co., Ltd.
1
Food and beverage costs
$64,940
Equivalent to general conditions
0
Note 1: The parent company and its subsidiaries do business with each other. Information shall be stated separately and numbered are as follows: 1. The parent company is 0. 2. Subsidiaries, sequentially numbered by Arabic numerals from 1. Note 2: The related parties have the following three relationships:
1. Parent company to subsidiary.
- 279 -
2. Subsidiary to parent company. 3. 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.
Note Note Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 2 Note 2 Note 1 Note 1 Note 2 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note1: Recognized in audited financial statements.
Note2: Recognized in unaudited financial statements.
Investment Income
(Loss) Recognized
$(3,510) 21,417 11,615 14,711 (139) 1,831 43 382 796 (781) 256 42 2,959 1,776 (21) 861 1,242 (10) 106 1,102 1,597 688
Net Income
(Loss) of
Investee
$(3,510) 21,417 11,615 14,711 (515) 8,140 431 637 796 (781) 256 42 18,459 10,828 (515) 10,828 18,459 (515) 8,140 8,140 18,459 10,828
Balance as of December 31, 2021 Carrying
Amount
$52,056 1,187,617 1,266,508 975,200 151,484 133,956 923 6,709 6,116 8,536 18,296 17,628 380,944 417,845 25,219 202,297 159,935 10,816 7,740 80,611 205,563 161,787
Percentage of
Ownership
1 1 1 1 0 0 0 1 1 1 1 1 0 0 0 0 0 0 0 0 0 0
Shares 4,870,000 50,798,841 73,498,924 56,098,939 8,416,775 12,127,000 100,000 600,000 500,000 1,000,000 1,000,000 100,000 25,000,000 31,000,000 1,400,000 15,000,000 10,500,000 600,000 700,000 7,300,000 13,500,000 12,000,000
Oringnal Investment
Amount
Beginning
balance
$48,700 507,988 734,989 480,989 84,168 121,270 1,000 6,000 5,000 10,000 10,000 1,000 250,000 310,000 14,000 150,000 105,000 6,000 7,000 73,000 135,000 120,000
Ending
balance
$48,700 507,988 734,989 560,989 84,168 121,270 1,000 6,000 5,000 10,000 10,000 1,000 250,000 310,000 14,000 150,000 105,000 6,000 7,000 73,000 135,000 120,000
Main Businesses Wholesale of aquatic products, foods and groceries, etc. General investing General investing General investing General investing General investing Investment consultancy Bakery food manufacturing Real estate development and leasing Building Management and Maintenance Services Residence and buildings cleaning service Manpower services and consultancy General investing General investing General investing General investing General investing General investing General investing General investing General investing General investing
Location Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China Republic of China
Investee Company Ambassador Premium Food Co., Ltd. Benz Investment Ltd. Custom Investment Ltd. Ambassador Investment Ltd. Cheng Der Investment Corp. Yu Der Investment Corp. Yeangder Safety Management Consulting Co., Ltd. Ambassador Bakery Corp. Ltd. Ambassador Real Estate Development Co. Ambassador Property Management and
Maintenance Co., Ltd
Custom Management Consulting Co., Ltd. Custom Human Resources Management Ltd. De Hong Investment Corp. Yu Hong Investment Corp. Cheng Der Investment Corp. Yu Hong Investment Corp. De Hong Investment Corp. Cheng Der Investment Corp. Yu Der Investment Corp. Yu Der Investment Corp. De Hong Investment Corp. Yu Hong Investment Corp.
Investor Company The Ambassador Hotel Co., Ltd. Custom Investment Ltd.
Ambassador Investment Ltd. Benz Investment Ltd.

~~- 280 -~~

Percentage of Ownership 18.23% 7.67% 7.91% 6.66% 5.59% 5.55% (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.
Number of Shares 66,918,617 28,157,000 29,034,000 24,463,000 20,512,000 20,372,000
Shares
Name of Major Shareholder
Shihlin Electric & Engineering Corporation HCT Logistics Co., Ltd. De Hong Investment Corp. Xin He Investment Corp. Jine De Sheng Co., Ltd. Yu Hong Investment Corp.
  • 281 -

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 any financial difficulties.

  • 282 -

VII. Review and Analysis of Financial Status and Performance and Risk Management

I. Analysis of Financial Status

I. Analysis of Financial Status I. Analysis of Financial Status I. Analysis of Financial Status I. Analysis of Financial Status I. Analysis of Financial Status
Unit:NT$ thousands
Year
Item

2022
2021 Discretion
Amount
Current assets 10,502,919 7,652,098 2,850,821 37.26
Property, plant,and equipment 1,385,261 5,370,056 (3,984,795) (74.20)
Non-current assets 6,754,642 4,131,104 2,623,538 63.51
Totalassets 18,642,822 17,153,258 1,489,564 8.68
Currentliabilities 1,341,044 4,067,270 (2,726,226) (67.03)
Non-currentliabilities 3,876,403 1,143,144 2,733,259 239.10
Total liabilities 5,217,447 5,210,414 7,033 0.13
Shareholder’s equity attributable to
the parent company

13,420,902
11,938,222 1,482,680 12.42
Capitalstock 3,669,234 3,669,234 0 0.00
Capitalsurplus 2,941,681 2,943,143 (1,462) (0.05)
Retailed earnings 4,489,680 2,810,154 1,679,526 59.77
Otherequity 2,320,307 2,515,691 (195,384) (7.77)
Non-controllingInterest 4,473 4,622 (149) (3.22)
Total equities 13,425,375 11,942,844 1,482,531 12.41

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:

  1. Current assets: Mainly due to the increase in other receivables

  2. Property, plant and equipment: Mainly due to the decrease in buildings and equipment

  3. Non-current assets: Mainly due to the increase in right-of-use assets.

  4. Current liabilities: Mainly due to the decrease in short-term borrowings.

  5. Non-current liabilities: Mainly due to the increase in lease liabilities - non-current.

  6. Retained earnings: Mainly due to the net profit carryforward for the period.

  7. 283 -

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

2022
2021 Amount
Increase
(decrease)
Ratio (%)
Net Operatingincome 1,449,384 1,518,343 (68,959) (4.54)
OperatingCost 1,442,934 1,256,469 186,465 14.84
Grossprofit 6,450 261,874 (255,424) (97.54)
OperatingExpenses 742,114 634,684 107,430 16.93
Operating profit (loss) (735,664) (372,810) (362,854) 97.33
Non-Operatingincome and expense 1,837,588 289,579 1,548,009 534.57
Net income(loss)before tax 1,101,924 (83,231) 1,185,155 (1423.93)
Tax expense 13,630 4,952 8,678 175.24
Net income(loss) 1,088,294 (88,183) 1,176,477 (1334.13)
Other comprehensiveprofit and loss 267,143 851,123 (583,980) (68.61)
Total comprehensiveprofit and loss 1,355,437 762,940 592,497 77.66

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:

  1. Operating margin: Mainly due to the renovation of the Ambassador Taipei and the cooperative development project of the Ambassador Kaohsiung in 2022, the operating costs increased, which led to a decrease in operating margin.

  2. Operating loss: Mainly due to the renovation of the Ambassador Taipei and the cooperative development project of the Ambassador Kaohsiung in 2022, the operating costs increased, which led to an increase in operating losses in 2022.

  3. Non-Operating income and expense: The increase in non-operating income and expenses in 2022 was mainly due to the combined effect of the gain on the sale 50% of the land of the Ambassador Kaohsiung in 2022 and the loss on the retirement of the assets of the Ambassador Taipei renovation and the Ambassador Kaohsiung joint construction.

  4. Net profit (loss) before tax: Mainly due to the benefit from land sale 50% of the Ambassador Kaohsiung in 2022, the increase in pre-tax profits.

  5. Income tax expense: Mainly due to the increase in deferred income tax expenses related to the original occurrence of temporary differences and their reversal.

  6. Net profit (loss) for the current period: Based on the above reasons, the current period is a net profit before tax.

  7. Other comprehensive profit and loss: Mainly due to the decrease in unrealized gains (losses) from investments in equity instruments.

  8. Total comprehensive profit and loss for the current period: Mainly due to the increase 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.

  • 284 -

III. Cash Flow

(1) 2022 Cash Flow Analysis:

Unit: NT$ thousand

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 Remedyfor Deficit in Cash
Investment
Plan
Financing
Plan
515,448 (2,263,167) 3,237,592 1,489,873

(2) Analysis and explanation of cash flow changes in recent years

Unit:NT$ thousand

Item 2022 2021

$ (105,324)
(2,121,462)
2,307,267
Amount %
Operating activities
Investing activities
Financing activities
$ (2,263,167)
6,815,400
(3,577,808)

(2,157,843)

8,936,862

(5,885,075)

2048.77

(421.26)

(255.07)

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 increase in other receivables in 2022.

Investing activities: Mainly due to the sale and leaseback of real estate of Ambassador Hsinchu, and the 50% sales income of the land price of the Ambassador Kaohsiung in 2022.

Financing activities: Mainly due to the increase i ~~n~~ repayment of borrowings in 2022.

(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 are 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
1,489,873 (61,694) 85,195 1,513,374
  • 285 -

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 :

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:
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:
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:
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:
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:
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:
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:
UnitNT$ thousand
Project Items Actual or
Planned Source
of Capital
Actual or
Planned Date of
Completion
Total Amount
of Funds
Needed
Actual or Expected Capital
Expenditure
2021 2022 2023
Renovation Project of
LiaoningRestaurant
Own Funds,
Loans
2022 99,000 24,000 75,000 -
Renovation Project of
Hsinchu ShoppingMall
Own Funds,
Loans
2024 65,000 25,000 35,000 5,000
Taipei Reconstruction
(Phase)Project
Own Funds,
Loans
2024 578,000 12,000 230,000 287,000

(2) Anticipated benefits

  1. The anticipated increase in production, sales, and gross profit: N/A.

  2. Other benefits (such as product quality, pollution prevention, cost reduction, etc.)

Renovation Project of Liaoning Restaurant ,

In response to the 2022 reconstruction program officially started, A CUT Steakhouse and Sichuan cuisine restaurant, Cantonese cuisine restaurant migrate temporarily to Liaoning building, continuing to provide classic delicious, so the renovation project will be carried out.

Renovation Project of Hsinchu Shopping Mall

In response to the investment promotion of the Hsinchu shopping mall, in order to meet the needs of new tenants, the interior of the shopping mall has been renovated and equipment has been updated.

Taipei Reconstruction (Phase) Project

The reconstruction plan was officially launched, and the demolition and reconstruction (phase) works continued in 2022.

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 86~87 and 237 of the annual report.

  • (2) Investment plan for the next year:

Hsinchu Shopping Mall continues to attract investment. To meet the needs of new tenants, interior renovations and equipment upgrades are being carried out. Therefore, the Company will continue to seek suitable investment targets, hoping to create greater profits for the Company.

The demolition and reconstruction work of the Taipei continued.

  • 286 -

VI. Risks 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 the
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 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 NT$ 0 thousand 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.

  • b. The impact of exchange rate changes

The relative depreciation of the New Taiwan Dollar will help foreign tourists to travel to

  • 287 -

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

c Inflation

Under the pressure of rising prices, the Group established subsidiaries for procurement integration to reduce purchase costs in response to inflation.

d. 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.

e. 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.

f. 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.

g. 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.

h. Financial risk

  • 288 -

The financial department manages financial risks, responsible for the capital management, stock matters and the consolidation of various management reports to achieve the 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:

  1. 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 2022, please refer to pages 115~119 and 204~208.

  2. In accordance with the regulations of the Taiwan Stock Exchange's "Methods for the Preparation and Filing of Sustainability Reports by Listed Companies" and the requirements of the regulatory mail No. 1030024645 dated November 25, 103, the Company in the 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 Responsibility 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 " Promoting Sustainable Development Committee" to take charge of related matters. Currently, the "Sustainability Report of the year 2021" was issued in September 2022, 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. //investor.ambassador-hotels.com/report/2021AmbESGReport.pdf)

  3. 289 -

(6) In the most recent year and as of the publication date of the annual report, the impact of technological 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 the corporate image on corporate crisis management and countermeasures:

To feedback to society, the Company donates Yeang Der Group scholarships to many public welfare organizations every year, which can not only subsidize students from poor families, but also cultivate talents in the tourism industry. The Company continued to promote various charity activities in 2022 to expand the scope of social care. In recent years, the Company has remained a sound corporate image, and there is no 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 risks 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

  • 290 -

have plummeted, which has had a huge impact on the hotel industry. The Company has established 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 Major Matters: None.

  • 291 -

VIII. Special Disclosure

I. Affiliated Companies

1. Affiliates Consolidated Business Report

  • (1) Organizational chart of affiliations (Preparation base date: Dec. 31, 2022)

The Ambassador Hotel Co., Ltd.

==> picture [262 x 254] 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.
Custom Investment Co., Ltd.
Shareholding ratio 100%
Custom Human Resources Management Ltd.
Custom Investment Co., Ltd.
Shareholding ratio 100%
----- End of picture text -----

Ambassador Premium Food Co., Ltd. (Shareholding Ratio 100 % ) Ambassador Bakery Corp. Ltd. (Shareholding Ratio 60 % ) Ambassador Real Estate Development Co., Ltd. (Shareholding Ratio 100 % ) Ambassador Property Management Co., Ltd. (Shareholding Ratio 100 % )

  • 292 -

(2) The basic information of affiliated companies

Unit: NTD thousand

Unit: NTD thousand
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.)
561,000 Investment
Benz Investment
Corp.
1998.07.18 14F., No. 88, Sec. 6, Zhongshan N.
Rd., Shilin Dist., Taipei City,
Taiwan(R.O.C.)
508,000 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.
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
Ambassador
Property
Management Co.,
Ltd.
2021.03.31 2F., No. 9, Ln. 65, Sec. 2,
Zhongshan N. Rd., Zhongshan
Dist., Taipei City, Taiwan (R.O.C.)
10,000 Apartment Building
Management Services

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.

(3) Shareholders concluded as the existence of the controlling and subordinate company relation: None.

  • 293 -

  • (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, 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.:

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.

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.

Ambassador Property Management Co., Ltd.:

Apartment Building Management Services.

  • 294 -

(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.
56,098,939 99.99%
Chairman Zhao,Jie-Yun
Director Lin,Shih-Ying
Director He,Jhong-Ren
Supervisor Lee,Ying-Chu 0 -
Benz Investment Corp. Legal Representative of The
Ambassador Hotel Co.,Ltd.
50,798,841 99.99%
Chairman Zhao,Jie-Yun
Director Lin,Shih-Ying
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 Lin,Shih-Ying
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 Lee,Yuan-Ci
Director Lin,Xing-Guo
Director Lee,Wei-Yi
Director Guo,Ci-Syuan
Supervisor Wang,Zai-Jheng 0 -
Custom Management
Consulting Co., Ltd.
Legal Representative of Custom
Investment Co.,Ltd.
1,000,000 100.00%
Chairman Lee,Wei-Yi
Director He,Jhong-Ren
Director Wang,Chung-Hang
Supervisor Tseng,Guo-Wei 0 -
Ambassador Premium
Food Co., Ltd.
Legal Representative of The
Ambassador Hotel Co.,Ltd.
4,870,000 100.00%
Chairman Lee,Yuan-Ci
Director Lin,Xing-Guo
Director Lee,Wei-Yi
Director Lin,Jian-Long
Supervisor He,Jhong-Ren 0 -
  • 295 -
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 Lee,Yuan-Ci
Director Yang, Qian-Yi
Director Lin,Jian-Long
Supervisor He,Jhong-Ren 0 -
Ambassador Real
Estate Development
Co., Ltd.
Legal Representative of The
Ambassador HotelCo.,Ltd.
500,000 100%
Chairman Lin,Xing-Guo
Director Lee,Yuan-Ci
Director Lee, Wei-Yi
Supervisor He, Jhong-Ren 0 -
Ambassador Property
Management Co., Ltd.
Legal Representative of The
Ambassador HotelCo.,Ltd.
1,000,000 100%
Chairman Lee, Wei-Yi
Director Lin,Xing-Guo
Director Lee,Yuan-Ci
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

  • 296 -

(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.
561,000 975,470 270 975,200 14,946 14,711
14,711

0.26
Benz Investment
Corp.

508,000
1,188,457 839 1,187,618 21,607
21,417
21,417 0.42
Custom
Investment Co.,
Ltd.
735,000 1,266,800 292 1,266,508
11,785

11,424

11,615

0.16
Custom Human
Resources
Management
Ltd.
1,000 19,960 2,333
17,627

-

(36)

42

0.42
Custom
Management
Consulting Co.,
Ltd.
10,000 20,436
2,140

18,296

6,686
131 257 0.26
Ambassador
Premium Food
Co.,Ltd.
48,700 52,399 343 52,056 64,940 (3,574) (3,510) (0.72)
Ambassador
Bakery Corp.
Ltd.
10,000 12,320 1,138 11,182 10,900 783 637 0.64
Ambassador
Real Estate
Development
Co.,Ltd
5,000 9,725 3,609 6,116 24,528 987 796 1.59
Ambassador
Property
Management
Co.,Ltd.
10,000 9,783 1,247 8,536 2,418 (796) (781) (0.78)

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 2022.

2. Consolidated financial statement of affiliates: Please refer to P.115~P.119

3. Information on endorsements and guarantees of affiliated companies, fund loans to others, and transactions of derivative financial products:

  1. Endorsement guarantee for others: None.

  2. Loan funds to others: None.

  3. Engaged in derivative financial product transactions: None

4. Affiliate Report: N/A

  • 297 -

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".

  • 298 -

VI. Key performance indicators of industry differentiation (KPI)

Year
Branch

Housing Rate

Housing Rate
Average House Price Average House Price
2022 2022Budget
(KPI target)
2022 2022Budget
(KPI target)
Taipei Branch Note Note Note Note
Hsinchu Branch 48.9% 50.2% 2,927 2,635
Kaohsiung Branch 51.4% 55.0% 2,297 2,051

Note: The guest room of the Ambassador Hotel Taipei was closed from July 2021.

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 [130 x 191] intentionally omitted <==

The Ambassador Hotel Co., Ltd.

Chairman Emmet Hsu

==> picture [46 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.