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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 TAIPEI ‧ HSINCHU ‧ KAOHSIUNG
~~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%.
- 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%.
- 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
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(1) Establish a talent training system and continuously improve the service quality of employees.
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(2) Continue to optimize hardware and software equipment, with standardized processes to continue the classic brand.
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(3) Implement the sustainable development Policy and expand the scope of environmental, social, and corporate governance.
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(4) Continue to strengthen the food safety control process and provide better quality products to consumers.
2. Expected sales volume and its basis
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
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(1) THE AMBASSADOR HOTEL was founded in 1962. After half a century, the three generations of the old, middle, and young have been combined. In order to integrate and effectively use organizational resources and pass on experience, the Company can maintain a competitive advantage. We will continue to operate, and specially set up the "National Guest Academy", hoping to carry out the "Knowledge Management" talent development plan through the "Mentor System", and smoothly transfer, continue, and pass on the management wisdom of the "customer-oriented" of the national guests. Mesozoic. It is hoped that the service quality of employees can be established, customer brand exposure can be the best experience, the highquality image of the national guest brand can be strengthened, and the core value of the brand "Taiwan's Best Service Quality Hotel Group" can be deeply cultivated.
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(2) Customer Loyalty Program: This year, the focus will be placed on senior executives to inherit the customer cultivation plan. It is expected that senior executives will pass on the list of familiar customers and customer preferences to the Mesozoic supervisors, strengthen the soft competitiveness of the hotel, and consolidate the source of customers. And improve customer return rate.
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(3) Integrate the use of group resources, expand the breadth and depth of the market, and achieve the goal of increasing overall revenue.
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(4) During the epidemic period, due to border control, food exchanges with foreign countries were not possible. Therefore, more attention was paid to the 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.
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(5) Cooperate with the government to expand the scale of the national tourism market, use the tourism resources around the hotel and the important landmark feature attractions, and integrate with travel agencies, leisure and entertainment attractions and other industries to plan thematic accommodation project activities to increase the housing rate of each museum.
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(6) Fully grasp the trend of electronic channel tools, strengthen the performance of the cash flow operating platform, and enhance the effectiveness of electronic marketing
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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
Ⅰ . 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.
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September, 1978 The Ambassador Hotel Kaohsiung began construction to cooperate with the government to develop the southern tourist area of Taiwan
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November,1978 Public offering of stocks, profit sharing to the public, and in response to the recovery of the world economy and the surge in business travel to Taiwan, the Taipei Building expansion project was under construction.
September, 1979 New Taipei Building was completed and participated in operation.
- December, 1981 The Ambassador Hotel Kaohsiung officially opened, which provided a new alternative for tourism of South sightseeing. Since then, the north-south chain operation has provided guest rooms, Chinese and Western restaurants, to satisfy customers with a comfortable place for festive banquets, cocktail parties, and meetings.
November, 1982 Company stock public listing.
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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.
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February, 2000 Passed ISO 9001 Quality Certification Processes.
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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.
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November, 2007 A CUT STEAKHOUSE officially opened, serving customers with top quality steak and fine wine feast.
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December, 2008 Market Café Kitchen officially opened, which is the first prompting “Zone Pricing” brand-new concept restaurant in Taiwan
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February, 2009 YU SUSHI officially opened, which served new style of modern Japanese cuisine.
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November, 2010 The Ambassador Hotel Kaohsiung was awarded the five-star hotel mark by the Tourism Bureau. It was the "only" and "first" hotel in Kaohsiung to receive this honor. In this review by the Tourism Bureau, The Ambassador Hotel Kaohsiung has been highly recognized by experts from various fields, including architecture, design, hotel management, tourism and media. It passed the evaluation with high scores and was awarded the five-star hotel mark, becoming the pioneer of five-star hotels in Taiwan.
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September, 2011 The Ambassador Hotel Taipei won the honor of "Five-Star Tourist Hotel", the highest rating of the ROC Tourist Hotel.
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December, 2011 The Ambassador Hotel Hsinchu won the honor of "Five-Star Tourist Hotel", the highest rating of the ROC Tourist Hotel. The Ambassador Hotel became the first chain hotel which all its branch received five-star honor in Taiwan.
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February, 2012 Driven by innovation-centric, and combining the three major DNAs of environmental protection, technology and creativity, created a new brand "amba", and officially launched the “amba TAIPEI XIMENDING” in Ximending , which broke the rules of general hotel, and created the "infinite possibilities on the building" The space outlined a completely different style hotel, and also provided a brand-new dining experience for all travelers.
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August, 2012 1Bite2Go Café & Deli Shilin flagship store officially opened, a brand-new American-style restaurant.
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April, 2013 Le Bouquet Bakery officially opened, a French bakery that pursues health and nature.
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June, 2013 Created an American Food Truck, introducing fresh and delicious sandwich meals made on site, reproducing street delicacies of American metropolises.
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August, 2013 The theme restaurant "Andante Bistro" was officially opened in Hualien Cultural and Creative Park. It is based on the concept of a slow-lived dining pub. It adheres to the belief of valuing food traceability and incorporates local ingredients. It is the first five-star
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restaurant in the Cultural and Creative Park in Taiwan.
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October, 2013 1Bite2Go Café & Deli Anhe shop officially opened. June, 2014 1Bite2Go Café & Deli Xinyi flagship store officially opened.
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August, 2014 Andante's wooden house officially opened. It is divided into 13 independent wooden houses. To promote the concept of environmental protection, the appearance of the wooden house is completely retained the original appearance, and the decoration echoes the original historical meaning of the wooden house, allowing visitors to immerse in the fragrance of cypress.
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April, 2015 amba Zhongshan Yishe is positioned in the three major DNA innovation markets of environmental protection, technology, and creativity. It has applied a new generation of hotel design concepts. It integrates the popular hot topics, the preferences of science and technology, and the customers’ desires into the software and hardware of the hotel. Balancing functionalities and fun to create a simple and comfortable space.
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May, 2015 Burger Fix officially opened.
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July, 2016 Amba Songshan Yishe is located in an excellent location in the East District of Taipei City, close to Songshan Station. Customers can easily visit Xinyi, Songshan and Nangang Districts and enjoy the magnificence of Taipei 101 and the charming view of Keelung River.
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May, 2017 The Sichuan Restaurant of the Ambassador Hotel Taipei entered the Tianmu business district and opened " Ambassador Chinese Cuisine Tianmu ". It was the only five-star Sichuan restaurant in Tianmu area.
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May, 2017 The Bakery of the Ambassador Hotel Taipei entered the Linkou area and opened brand " Corner Bakery 63 " which was the only fivestar bakery in the Linkou area.
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December, 2017 “A Cut” of the Ambassador Hotel Taipei re-opened, with more than 10,000 visitors in the first three months.
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March, 2018 The three restaurants of the Ambassador Hotel Taipei , the Ambassador Canton Court, the Ambassador Szechuan Court, and A CUT STEAKHOUSE, were recommended by Michelin the Plate.
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December, 2018 The three Taipei, Hsinchu, and Kaohsiung Ambassador Hotel all won the "Star Travel 100 of the Year" award from the Tourism Bureau of the Ministry of Communications.
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April, 2019 The three restaurants of the Ambassador Hotel Taipei, the Ambassador Canton Court, the Ambassador Szechuan Court, and A CUT STEAKHOUSE, were recommended by Michelin the Plate again.
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October, 2019 The Ambassador Szechuan Court, Taipei re-opened.
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November, 2019 The Ambassador Hotel Taipei guest room decoration completed.
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August, 2020 A CUT Steak House of the Ambassador Hotel Taipei was awarded one Michelin star.
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November, 2020 The Ambassador Hotel Taipei submitted an application for reconstruction of urban unsafe and old buildings.
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August, 2021 A CUT Steak House of the Ambassador Hotel Taipei has been awarded one Michelin star for consecutive years.
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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 .
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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.)
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October, 2022 The Ambassador Hotel Taipei and Japan Palace Hotel formally signed a business cooperation contract.
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(4) In the most recent year and as of the date of publication of the annual report, the handling of company mergers and acquisitions, reinvestment of related enterprises, and reorganization: please refer to page 237 for reinvestment status.
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(5) In the most recent year and up to the date of publication of the annual report, a large number of transfers or replacements of directors or major shareholders holding more than 10% of the shares: please refer to page 74.
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(6) In the most recent year and as of the publication date of the annual report, changes in management rights, major changes in operation model or business content, and other important matters that can affect shareholders' equity and their impact on the Company: None.
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III. Corporate Governance Report
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
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2. Department Operations
| Department | PrimaryResponsibilities | |
|---|---|---|
| Headquarter | Chairman’s Office | 1. Draw up the Company's long-term business development strategy. 2. Adhering to the resolutions of the board of directors, responsible for making major decisions. 3. Authorized by the Board of director to be responsible for strategic planning and business management. 4. Evaluation and formulation of strategic plans for major foreign investments. 5. Assist the board of directors and chairman to perform various business supervisions and achieve the Company's operating goals. |
| General Manager’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 |
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| 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:
- 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.
-
Operations of the Remuneration Committee
-
(1) The Company’s Remuneration Committee consists of 3 members.
-
(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”. |
- 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
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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.
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2017
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* 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
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* 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
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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
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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
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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. |
- 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:
-
In order to strengthen the implementation of corporate governance, the Company will inform directors and supervisors of the update of relevant laws and regulations on corporate governance at any time.
-
2.The directors attend the meeting of the board of directors as planned. If the directors have an interest conflict in the proposals that may harm the interests of the Company, they shall not participate in the voting.
-
The Company has formulated the procedures for handling important internal information in the Company's internal control system. The fifth meeting of the 18[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.
-
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".
-
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.
-
In order to strengthen the operation of corporate governance, the Company introduced 3 external professionals as independent directors among the members of the 21[st] board of directors, and those independent directors formed a compensation committee to improve the corporate governance management.
-
In order to strengthen the operation of corporate governance, the establishment of a corporate governance supervisor was approved at the 15[th] meeting of the 21[st] session of the board of directors.
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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:
-
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.
-
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.
-
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.
-
The Company has implemented criteria for inspection of the internal control system referred to above to ascertain its effectiveness, design, and implementation.
-
The Company, based on the inspection results, 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.
-
The Declaration of Internal Control System is the main content of the Company’s annual report and published prospectus. Any false statement and concealment of the published content referred to above involves liability set out in Article 20, Article 32, Article 171, and Article 174 of the Securities and Exchange Act.
-
The Declaration of the Internal Control System was resolved at a meeting of the Board of Directors on March 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.
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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. |
V | 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. |
V V |
|||
| 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". |
V | 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.
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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.
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| 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% |
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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.
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6. Company Dividend Policy, Status of Execution and Explanation of expected major changes
1. Dividend Policy
In order to consider the Company’s future capital needs and meet the shareholders’ demand for cash inflows, after the Company’s annual accounts, if there is a surplus, the annual cash dividend shall not be less than 10% of the total cash and stock dividends issued in the current year, 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
- The compensation of employees and directors set out in the Articles of Incorporation of the Company is as follows :
According to the Company’s Articles of Incorporation, if the Company makes a profit in the current year (the so-called profit refers to the profit before tax minus the profit before director’s remuneration and employee remuneration), it shall be appropriated
-
(1) Up to 4% in director remuneration.
-
(2) Employee remuneration between 1%~8%.
However, when the Company still has accumulated losses, it shall reserve the compensation amount in advance.
If there is a surplus in the Company’s annual final accounts, it shall first pay taxes to make up for the accumulated losses. The 10% shall be the statutory surplus reserve. If there is any surplus in the current year, the special surplus reserve shall be allocated according to the regulations of the competent authority, and the remaining special surplus shall be allocated The allocation of public reserve and the distribution of dividends shall be drafted by the board of directors and submitted to the shareholders meeting for resolution.
-
The calculation basis of the estimated amount of compensation for employees and directors in the current period, the calculation basis of the number of shares for allotment of stock dividends, and the accounting treatment when there is a difference between the actual allotment
-
80 -
amount and the estimated amount: Listed as profit and loss for the following year.
-
Board of Directors adoption of remuneration information
-
(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%).
-
(2) The proposed distribution of employee stock compensation is calculated as 0, accounting for 0% of the net profit after tax of the individual or individual financial report for the current period, and the total employee compensation is 0%.
-
(3) After the proposed distribution of employee compensation and the compensation of directors and supervisors, the basic after-tax earnings per share is NT$ 2.97.
-
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 Company : None.
10. Issuance of Corporate Bonds: None.
11. Issuance of Preferred Stock : None.
12. Issuance of Global Depositary Receipts : None.
13. Issuance of Employee Stock Options : None.
14.Circumstances of restricting employee rights: None
15. Issuance of New Shares in Connection with Mergers or Acquisitions or with Acquisitions of Shares of Other Companies : None.
II. The Implementation of the Company's Capital Allocation Plans
1. Project content
As of the quarter before the publication date of the annual report, the previous issuances or private placement of securities have not been completed or have been completed within the last three years and the benefits of the plan have not yet appeared: N/A
2. Implementation status
As of the quarter before the publication date of the annual report, the Company's previous securities fund utilization plans have been completed.
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V. Operation Overview
I. 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
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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.
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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
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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 Overview : N/A
4. Long- and short-term business development strategies
Long-term goals and strategies :
-
(1) Human-based management: talents are the most important assets. The Company cares employees and provides them with a good working environment and sound welfare system. In response to the future competition from international chain hotel, it continuously improves the quality of service. It also conducts MA training programs to actively develop hotel management professionals.
-
(2) Sustainable brand management: Maximize operating profit by leveraging the product excellence and sales channels; improve customer satisfaction with innovative products and maintain and strengthen the Company's brand awareness and image.
-
(3) Development of middle-level managers: The Company 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.
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(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
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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% |
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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
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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
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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
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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
- 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. |
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| 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. |
-
Investing in resources for information and communication security management
-
(1) The amount of investment in information security for this year was 16% of the total budget of the Information Center.
-
(2) Information security promotion in 2022
-
(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:
-
Computer System Security Management
-
(1) Each host server and personal PC should install client-side anti-virus software and update virus codes automatically.
-
(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.
-
(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.
-
(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.
-
(5) Disaster recovery exercises are conducted by each information system from time to time.
-
Information System Access Control
-
(1) Access to the database and files should be controlled with permissions.
-
(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.
-
(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.
-
Network Security Management
-
(1) Evaluate or test network system security from time to time.
-
97 -
-
(2) The company shall regularly or timely dispatch to repair the security risks and vulnerabilities of the network operating environment.
-
(3) Important internal websites and applications should be isolated from the external Internet by firewalls.
-
(4) Data transmission over the network is based on the principle of encrypted transmission.
-
(5) The company shall conduct regular security training for employees and announce and promote information security related information at any time.
-
(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.
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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 |
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VI. Financial Information
I. Consolidated Balance Sheet and Income Statement for the Last Five Fiscal Years
1. Condensed balance sheet and Condensed comprehensive income statement
Condensed Balance Sheet
| 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:
-
Financial structure
-
(1) Debt ratio = Total liabilities/total assets.
-
(2) Long term funds to property, plant, and equipment ratio = (Total shareholders’ equity + noncurrent liabilities)/net property, plant, and equipment
-
Solvency
-
(1) Current ratio = Current assets/current liabilities
-
(2) Quick ratio = (Current assets - inventory - prepaid expenses)/current liabilities
-
(3) Times Interest Earned = Net income before tax and interest expense/current interest expense
-
Operating ability
-
(1) Accounts Receivable (including account receivable and note receivable from operating) turnover = Net sales/average Receivables (including account receivable and note receivable from operating) balance
-
(2) Average collection period = 365 days/ accounts receivable turnover
-
(3) Inventory turnover (times) = Cost of goods sold/average inventory
-
(4) Accounts Payable (including Account payable and Note payable from operating) turnover = Cost of goods sold/average accounts payable (including Account payable and Note payable from operating)
-
(5) Average inventory turnover days = 365 days/ inventory turnover
-
(6) Property, plant, and equipment turnover (times) = Net sales/ average net average property, plant, and equipment
-
(7) Total asset turnover = Net sales/average total assets
-
Profitability
-
(1) Return on total assets = [net income + interest expense x (1-tax ratio)]/average total assets
-
(2) Return on shareholder’s equity = Net income/average total shareholder’s equity
-
(3) Profit margin = Net income/ net sales
-
(4) Earnings per Share = (Net income attributable to parent company’s shareholders - preferred stock dividend)/ weighted average number of shares issued
-
Cash flow
-
(1) Cash flow ratio = Cash flow from operating activities/current liabilities
-
(2) Net cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividends
-
(3) Cash reinvestment ratio = (Net cash flow from operating activities - cash dividends)/ (gross property, plant, and equipment + long-term investments + other non-current assets + working capital)
-
Leverage
-
(1) Operating leverage = (Net operating income - variable operating cost and expense)/operating income
-
(2) Financial leverage = Operating income/ (operating income - interest expenses)
-
105 -
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:
-
Financial structure
-
(1) Debt ratio = Total liabilities/total assets.
-
(2) Long term funds to property, plant, and equipment ratio = (Total shareholders’ equity + noncurrent liabilities)/net property, plant, and equipment
-
Solvency
-
(1) Current ratio = Current assets/current liabilities
-
(2) Quick ratio = (Current assets - inventory - prepaid expenses)/current liabilities
-
(3) Times Interest Earned = Net income before tax and interest expense/current interest expense
-
Operating ability
-
(1) Accounts Receivable (including account receivable and note receivable from operating) turnover = Net sales/average Receivables (including account receivable and note receivable from operating) balance
-
(2) Average collection period = 365 days/ accounts receivable turnover
-
(3) Inventory turnover (times) = Cost of goods sold/average inventory
-
(4) Accounts Payable (including Account payable and Note payable from operating) turnover = Cost of goods sold/average accounts payable (including Account payable and Note payable from operating)
-
(5) Average inventory turnover days = 365 days/ inventory turnover
-
(6) Property, plant, and equipment turnover (times) = Net sales/ average net average property, plant, and equipment
-
(7) Total asset turnover = Net sales/average total assets
-
Profitability
-
(1) Return on total assets = [net income + interest expense x (1-tax ratio)]/average total assets
-
(2) Return on shareholder’s equity = Net income/average total shareholder’s equity
-
(3) Profit margin = Net income/ net sales
-
(4) Earnings per Share = (Net income attributable to parent company’s shareholders - preferred stock dividend)/ weighted average number of shares issued
-
Cash flow
-
(1) Cash flow ratio = Cash flow from operating activities/current liabilities
-
(2) Net cash flow adequacy ratio = Five-year sum of cash from operations / Five-year sum of capital expenditures, inventory additions, and cash dividends
-
(3) Cash reinvestment ratio = (Net cash flow from operating activities - cash dividends)/ (gross property, plant, and equipment + long-term investments + other non-current assets + working capital)
-
Leverage
-
(1) Operating leverage = (Net operating income - variable operating cost and expense)/operating income
-
(2) Financial leverage = Operating income/ (operating income - interest expenses)
-
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.
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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:
-
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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
112 -
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company and its subsidiaries. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and its subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the accompanying notes, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of 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.
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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.
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| 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 |
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| 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 |
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ENGLISH TRANSLATION OF CONSOLIDATED FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 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.
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| 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 |
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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.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 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.
-
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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)
| 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
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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)
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.
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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)
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;
-
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(c) 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.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Transactions in foreign currencies are initially recorded by the Group at functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency closing rate of exchange ruling at the reporting date. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. Nonmonetary items that are measured at historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions.
All exchange differences arising on the settlement of monetary items or on translating monetary items are taken to profit or loss in the period in which they arise except for the following:
-
(a) Exchange differences arising from foreign currency borrowings for an acquisition of a qualifying asset to the extent that they are regarded as an adjustment to interest costs are included in the borrowing costs that are eligible for capitalization.
-
(b) Foreign currency items within the scope of IFRS 9 Financial Instruments are accounted for based on the accounting policy for financial instruments.
-
(c) Exchange differences arising on a monetary item that forms part of a reporting entity’s net investment in a foreign operation is recognized initially in other comprehensive income and reclassified from equity to profit or loss on disposal of the net investment.
When a gain or loss on a non-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. When a gain or loss on a non-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.
- (5) Current and non-current distinction
An asset is classified as current when:
-
(a) The Group expects to realize the asset, or intends to sell or consume it, in its normal operating cycle
-
(b) The Group holds the asset primarily for the purpose of trading
-
(c) The Group expects to realize the asset within twelve months after the reporting period
-
(d) The asset is cash or cash equivalent unless the asset is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
-
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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)
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.
-
130 -
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.
- 131 -
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.
- 132 -
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:
- 135 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
-
(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.
- 140 -
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.
- 141 -
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.
- 142 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese
THE AMBASSADOR HOTEL CO., LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
Deferred tax 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. |
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| 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.
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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.
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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:
-
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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
201 -
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability to continue as a going concern of the Company. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the accompanying notes, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identified during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
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.
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/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.
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| 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 |
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| 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 |
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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
For the years ended December 31, 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.
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| 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 |
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ENGLISH TRANSLATION OF PARENT COMPANY ONLY FINANCIAL STATEMENTS ORIGINALLY ISSUED IN CHINESE
THE AMBASSADOR HOTEL CO., LTD.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 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.
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English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS
For the years ended December 31, 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.
-
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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)
| 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.
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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)
- (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.
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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)
- (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.
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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)
- (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.
-
218 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
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.
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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 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.
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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)
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.
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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 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:
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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) 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.
- 228 -
English Translation of Finacial Statements and Footnotes Originally Issued in Chinese THE AMBASSADOR HOTEL CO., LTD.
NOTES TO PARENT COMPANY ONLY FINANCIAL STATEMENTS-(Continued)
(Expressed in thousands of New Taiwan Dollars unless Otherwise Specified)
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 |
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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)
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
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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)
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:
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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)
| 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 |
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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 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.
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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)
(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.
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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)
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 |
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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)
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 |
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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 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.
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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 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 |
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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)
- 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 |
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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 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.
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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)
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.
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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)
- (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
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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)
| 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:
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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 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 |
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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) 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:
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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)
| 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.
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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 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:
-
Current assets: Mainly due to the increase in other receivables
-
Property, plant and equipment: Mainly due to the decrease in buildings and equipment
-
Non-current assets: Mainly due to the increase in right-of-use assets.
-
Current liabilities: Mainly due to the decrease in short-term borrowings.
-
Non-current liabilities: Mainly due to the increase in lease liabilities - non-current.
-
Retained earnings: Mainly due to the net profit carryforward for the period.
-
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:
-
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.
-
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.
-
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.
-
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.
-
Income tax expense: Mainly due to the increase in deferred income tax expenses related to the original occurrence of temporary differences and their reversal.
-
Net profit (loss) for the current period: Based on the above reasons, the current period is a net profit before tax.
-
Other comprehensive profit and loss: Mainly due to the decrease in unrealized gains (losses) from investments in equity instruments.
-
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 | ─ | ─ |
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IV. The Effect upon Financial Operations of Any Major Capital Expenditures in the Most Recent Years
(1) Major Capital Expenditure Items and Source of Capital :
| 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: |
|---|---|---|---|---|---|---|
| Unit:NT$ 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
-
The anticipated increase in production, sales, and gross profit: N/A.
-
Other benefits (such as product quality, pollution prevention, cost reduction, etc.)
Renovation Project of 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.
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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
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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
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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:
-
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.
-
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)
-
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.
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(5) The profiles of Directors, Supervisors and Chairman of affiliates.
Unit: share ; %
| Name of Company | Job Title | Name or Legal Representative | Shares | Shares |
|---|---|---|---|---|
| Number of Shares |
Shareholding ratio |
|||
| Ambassador Investment Co., Ltd. |
Legal Representative of The Ambassador Hotel Co.,Ltd. |
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
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(6) Overview of affiliates operation:
Unit: NTD thousands
| Name of Company |
Paid-in capital |
Total assets |
Total liabilities |
Net value | Operating revenue |
Operating profit |
Net income | EPS (after Tax) |
|---|---|---|---|---|---|---|---|---|
| Ambassador Investment Co., Ltd. |
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:
-
Endorsement guarantee for others: None.
-
Loan funds to others: None.
-
Engaged in derivative financial product transactions: None
4. Affiliate Report: N/A
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II. Private placement of securities over past year and up to the date of publication of the annual report: N/A
III. Status of company stock held or disposed of by subsidiaries over past year and up to the date of publication of the annual report: N/A
VI. Any matters of material significance that could have affected shareholder equity or securities price last year and up to the date of publication of the annual report, pursuant to the regulation of article 36-3-2 of securities laws: N/A
V. Evaluation basis and method of asset and liability evaluation
(1) Allowance for bad debts
Guest room income is collected by cash and credit card accounting for about 50%. For the travel agencies and airlines that have long-term cooperation with the Company, they will sign the bill first and the payment is usually collected later. Catering income is cash and credit card accounting for about 80%. Well-known companies sign the bill first and the payment is collected later. The trading conditions between the Company and customers are determined after comprehensive consideration of the customers' financial status, operating status, sales capacity, and historical transactions. Regarding the allowance for bad debts policy, the Company made allowances for bad debts at the end of June and December at 2% of the receivables. The Company also evaluated the possibility of collection of payment based on the aging of accounts receivable, and carefully evaluates its business, debt, and operating status, and set aside allowance for bad debts if there are any abnormalities.
(2) Allowance for reduction of inventory to market
The inventory turnover days of the fresh products can be eliminated in about 3 days; the inventory turnover days of general items is about 15 days, so the Company has no loss of inventory depreciation.
(3) Financial assets and liabilities measurement
Measured quarterly in accordance with International Accounting Standard No. 9 "Financial Instruments".
- 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.