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APEX Annual Report 2021

Nov 12, 2021

52284_rns_2021-11-12_8883589e-231e-4271-b5d3-3e563ee02774.pdf

Annual Report

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APEX SCIENCE & ENGINEERING CORP. and subsidiaries

Consolidated Financial Report and Independent Auditors' Report

For the Years Ended December 31, 2021 and 2020

(Stock Code: 3052)

Company address: F4, No.112, Xinmin St., Zhonghe Dist., New Taipei City Tel: (02) 2223-4099

-1-

APEX SCIENCE & ENGINEERING CORP. and subsidiaries

Consolidated Financial Report and Independent Auditors' Report For the Years Ended December 31, 2021 and 2020

Table of Contents

Item Page
I.
Cover
II.
Contents
III.
Statements
IV. Independent Auditors' Report
V.
Consolidated balance sheets
VI. Consolidated statements of comprehensive income
VII. Consolidated statements of changes in equity
VIII. Consolidated statements of cash flows
IX. Notes to Consolidated Financial Report
1.
Company development and business scope
2.
Approval date and procedure of financial statements
3.
Application of newly promulgated and revised criteria and interpretation
4.
Summary description of crucial accounting policy
5.
Main source of major accounting judgment, estimate and assumption
uncertainty
6.
Description of important accounting items
7.
Transactions of interested parties
8.
Assets in pledge
9.
Key contingent liabilities and unrecognized contract promises
10.
Major disaster loss
11.
Major subsequent events
12.
Others
13.
Disclosure of notes
14.
Department information
1
2
3
4
10
12
13
14
16
16

16-17
18-29
29
30-56
56
57
57-58
58
58
58
67
67-69

-2-

APEX SCIENCE & ENGINEERING CORP.

Declaration of associated enterprises on consolidated financial statement

For the year 2021 (from January 1, 2021, to December 31, 2021), the Company should be included in the companies that should prepare associated enterprises’ consolidated financial statements in accordance with Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises. The Company is the same to the companies preparing parent-subsidiary companies’ consolidated financial statements according to International Financial Reporting Standard 10. However, the information that should be disclosed in associated enterprises’ consolidated financial statements has been disclosed in parent-subsidiary companies’ consolidated financial statements. So, there is no needed to prepare associated enterprises’ consolidated financial statements separately.

It is hereby to declare

Company name: APEX SCIENCE & ENGINEERING CORP.

Principal: KUO,KUO-HUA

March 24, 2022

-3-

Independent Auditors’ Report

To the Board of Directors and Shareholders of Apex Science & Engineering Corp.:

Audit opinions

The Consolidated Balance Sheet of Apex Science & Engineering Corp. and its subsidiares (hereinafter referred to as “Apex Group”) as of December 31, 2021 and 2020, the Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Statements of Cash Flow, as well as the Notes to the Consolidated Financial Statements of Apex Group for the financial year ended December 31, 2021 and 2020.

In our opinion, the aforementioned Consolidated Financial Statements present fairly, in all material respects, the consolidated financial position of the Company and its subsidiaries as of December 31, 2021 and December 31, 2020, and their consolidated financial performance and cash flows for the years ended December 31, 2021 and December 31, 2020, 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 audit opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing Standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Apex Group in accordance with the Norm of Professional Ethics for Certified Public Accountants 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 the rest of our 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 2021 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, we do not provide a separate opinion on these matters.

Key audit matters of 2021 Consolidated Financial Statements of Apex Group are as follows:

Recognition of Construction Revenue

Explanatory notes for the matter

The accounting policies, accounting estimates and relevant subjects related to recognition of construction revenue are detailed on Notes 4(z), 5(b) and 6(u) to the Consolidated Financial Statements.

The principal business of Apex Group consists of construction and engineering related works and services, revenue is recorded in accordance with the percentage of completion per contractual terms during the period of engineering contract. Percentage of completion for each project is determined by

-4-

calculating a ratio of the costs incurred for the contract to-date until the end of the reporting period as a proportion of the total estimated cost of the contract; the estimated total cost is based on the plan of project owner, taking into account additional work or reduced work owing to a change in the project scope, with consideration to the fluctuation in market environment, and forecasted costs regarding labour, materials and various construction costs. Because the estimate of total cost will affect the percentage of completion and recognition of construction revenue, while the items in the estimated total cost are complex, frequently involving subjective judgment and with high uncertainties, as independent auditors we regard recognition of construction revenue as a key audit matter.

Corresponding audit procedures

As independent auditors we have conducted the audit procedures with regard to specific aspects of the key audit matters as described above, as follows:

  1. The policies and procedures employed to recognize construction revenue were examined and appraised as to their reasonableness.

  2. We collected newly added construction contracts, confirmed the total price used to calculate the construction revenue is in line with the agreement in the contract, selected on sample basis preliminary project budgets which were approved by the Project Management Department, verified whether the estimated total cost is consistent with the basis used to calculate the percentage of completion.

  3. We validated significant addition or reduction to construction during the period against corresponding supporting documents, and ensured the changes in total estimated cost is appropriately recognized.

  4. With details of construction cost incurred, we vouched sampled cost items recorded in the accounts against related supporting documents, to ensure cost incurred to date used to calculated the percentage of completion is appropriate.

-5-

Other Matters – Parent Company Only Reports

The Parent Company Only Financial Statements of Apex Science & Engineering Corp. for Year 2021 and Year 2020 have been prepared, duly audited by the CPAs with a clean Audit Report with unqualified opinion issued for reference.

Responsibility of the Management and the Governing body 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 Controls as Management determines are necessary to enable the preparation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

In preparing the Consolidated Financial Statements, Management is responsible for assessing the ability to continue as a going concern of Apex Group, 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.

The Governing Bodies of Apex Group (including the Audit Committee) have the responsibility to oversee the financial reporting process.

Responsibilities of the CPAs in Auditing the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about the Consolidated Financial Statements as a whole whether they are free from material misstatement due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Auditing Standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Material misstatement may result from fraud and error. A misstatement can be considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

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

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

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

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

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting

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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 Apex Group. 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 Apex Group to cease to continue as a going concern.

  1. 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.

  2. Obtain sufficient appropriate audit evidence regarding the financial information of individual entities or business activities within the Group to express an opinion on the Consolidated Financial Statements. We as independent auditors are responsible for the guidance, supervision, and implementation of the Group’s audit and responsible for forming audit opinions on the Group.

We communicate with those entrusted with governance duties regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.

We also provide those entrusted with governance duties 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.

-7-

From the matters communicated with those entrusted with governance duties, we determine those matters that were of most significance in the audit of 2021 Consolidated Financial Statements of Apex Group 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.

PricewaterhouseCoopers Taiwan Liao Fu-Ming CPA Chen Ching-Chang Finance Supervisory Commission Approval document No.: Jin Guang Zheng Shen No. 1090350620 Jin Guang Zheng Shen No. 1060025060 March 24, 2022

-8-

Apex Science & Engineering Corp. and its subsidiaries Consolidated Balance Sheets

December 31, 2020 and 2021

Unit: NT$1,000

Assets Notes
6(a)
6(u)
6(b)
7
6(b)
6(c) and 8
6(d) and 8
6(e)
6(f) and 8
6(g)
6(h)
6(i) and 8
6(j) and 8
6(bb)
8
December 31, 2021
Amount
%
$ 297,603
4
336,046
4
3,508
-
23,982
-
243,616
3
3,383,436
41
583,350
7
700,945
9
1,922,657
24
7,495,143
92
7,328
-
189,301
2
115,495
2
11,380
-
65,259
1
113,400
1
168,352
2
670,515
8
$ 8,165,658
100
December 31, 2020 December 31, 2020
Amount

$ 297,603
336,046
3,508
23,982
243,616
3,383,436
583,350
700,945
1,922,657
7,495,143
7,328
189,301
115,495
11,380
65,259
113,400
168,352
670,515
$ 8,165,658
Amount

$ 209,217
421,497
1,578
-
517,658
3,042,963
879,570
108,012
1,858,425
7,038,920
6,684
180,021
117,701
6,224
65,670
125,121
15,941
517,362
$ 7,556,282
%
Current assets
1100
Cash and cash equivalents
1140
Contract Assets - current
1150
Notes receivable, net
1160
Notes receivable – related
parties, net
1170
Accounts receivable, net
1200
Other receivables
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1517
Financial assets at fair value
through other comprehensive
income – non-current
1550
Investments accounted for
using the equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment properties, net
1840
Deferred tax assets
1900
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
3
5
-
-
7
40
12
1
25
93
-
2
2
-
1
2
-
7
100

(To be continued on the next page)

-9-

Apex Science & Engineering Corp. and its subsidiaries Consolidated Balance Sheets

December 31, 2020 and 2021

Unit: NT$1,000

.
Liabilities and equity
December 31, 2021
December 31, 2020
Notes
Amount
%
Amount
%
6(k)
$ 363,026
4
$ 1,041,271
14
6(l)
140,000
2
105,000
1
6(u)
141,821
2
175,562
2
16,402
-
3,179
-
6(m)
384,633
5
496,067
7
69,654
1
83,874
1
1,840
-
2,255
-
5,935
-
1,578
-

6(o)(p)
1,772,306
22
1,332,504
18
6(n)
1,648,617
20
1,127,501
15
4,544,234
56
4,368,791
58
6(o)
497,081
6
-
-
6(p)
7,569
-
26,111
-
6(bb)
25,353
-
14,916
-
5,165
-
4,477
-
1,926
-
895
-
537,094
6
46,399
-
5,081,328
62
4,415,190
58
6(r)
2,287,135
28
2,287,135
30
6(s)
269,332
3
249,009
3
6(t)
279,960
4
248,440
4
22,686
-
25,337
1
441,778
5
548,857
7
(
23,118 )
- (
22,686 )
-
6(r) and 8
(
281,967 )(
3)(
281,967) (
4)
2,995,806
37
3,054,125
41
4(c) and 6(dd)
88,524
1
86,967
1
3,084,330
38
3,141,092
42
9
11
$ 8,165,658
100
$ 7,556,282
100
Current liabilities
2100
Short-term loans
2110
Short-term bills payable
2130
Contract liabilities - current
2150
Notes payable
2170
Accounts payable
2200
Other payables
2230
Current tax liabilities
2280
Lease liabilities - current
2320
Long-term liabilities due
within one year or one business
cycle
2399
Other current liabilities - other
21XX
Total current liabilities
Non-current liabilities
2530
Bonds payable
2540
Long-term loans
2570
Deferred tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to
shareholders of parent
company
Share capital
3110
Ordinary share capital
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal capital reserve
3320
Special reserve
3350
Unappropriated earnings
Other equity
3400
Other equity
3500 Treasury stock
31XX
Total equity attributable to
shareholders of parent
company
36XXNon-controlling interests
3XXX
Total equity
Significant contingent liabilities
and outstanding contractual
commitments
Significant subsequent events
3X2X
Total liabilities and equity

The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.

President: KUO,KUO-HUA

Manager: KUO,KUO-HUA

Accounting Manager: WU,HSIULIN

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Apex Science & Engineering Corp. and its subsidiaries Consolidated statements of comprehensive income For the Years Ended December 31, 2021 and 2020

Unit: NT$1,000 (Except earnings per share: NT$)

Item 2021
2020
Notes
Amount
%
Amount
%
6(u) and 7
$ 3,614,744
100 $ 5,217,591
100
6(d)(z)(aa)
(
3,409,834) (
94) (
4,732,188) (
90)
204,910
6
485,403
10
6(z)(aa)
(
36,980 ) (
1 ) (
76,032 ) (
2)
(
98,042 ) (
3 ) (
118,324 ) (
2)
(
1,831 )
- (
2,622 )
-
12(b)
(
97)
- (
2,099)
-
(
136,950) (
4) (
199,077) (
4)
67,960
2
286,326
6
6(v)
61,330
2
11,841
-
6(w)
8,125
-
8,532
-
6(x)
(
7,484 )
-
3,146
-
6(y)
(
21,661 ) (
1 ) (
25,733 )
-
6(h)
30,878
1
24,216
-
71,188
2
22,002
-
139,148
4
308,328
6
6(bb)
(
33,141) (
1)
14,127
-
$ 106,007
3 $ 322,455
6
4000 Operating income
5000 Operating costs
5900
Gross Profit
Operating expenses
6100
Selling and marketing
expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Expected credit impairment
losses
6000
Total operating expenses
6900 Operating profit
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of profit or loss of
associates & joint ventures
accounted for using equity
method
7000
Total non-operating income
and expenses
7900Net profit before tax
7950
Income tax (expenses) gains
8200Current net profit

(To be continued on the next page)

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Apex Science & Engineering Corp. and its subsidiaries Consolidated statements of comprehensive income For the Years Ended December 31, 2021 and 2020

Unit: NT$1,000 (Except earnings per share: NT$)

Item Notes
6(g)


6(cc)
6(cc)
2021 %
-
-
-
3
3
-
3
3
-
3
0.52
0.51
2020
Amount
$ 644
(
1,076)
($ 432)
$ 105,575
$ 102,741
3,266
$ 106,007
$ 102,309
3,266
$ 105,575
$
Amount
$ 1,581
2,931
$ 4,512
$ 326,967
$ 315,653
6,802
$ 322,455
$ 320,165
6,802
$ 326,967
$
%
Other comprehensive income
Items that will not be
reclassified subsequently to
profit or loss
8316
Unrealized gain/(loss) on
investments in equity
instruments at fair value
through other comprehensive
income
Items that may be reclassified
subsequently to profit or loss
8361
Exchange differences on
translating the financial
statements of foreign
operations
8300Other comprehensive income
(net)
8500Total comprehensive income
Net profit attributable to:
8610
Shareholders of parent
company
8620
Non-controlling interests
Total comprehensive income
attributable to:
8710
Shareholders of parent
company
8720
Non-controlling interests
Basic earnings per share
9750
Basic earnings per share
Diluted earnings per share
9850
Diluted earnings per share
-
-
-
6
6
-
6
6
-
6
1.59
$ $ 1.57

The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.

President: KUO,KUO-HUA Manager: KUO,KUO-HUA

Accounting Manager: WU,HSIULIN

-12-

Apex Science & Engineering Corp. and Its subsidiaries Consolidated statements of changes in equity

For the Years Ended December 31, 2021 and 2020

Unit: NT$1,000

2020
Balance as of January 1, 2020
Consolidated net profit for the period
Other comprehensive income for the
period
Total comprehensive income for the
period
Allocation and distribution of
earnings in 2019:
Provision for legal reserve
Provision of special reserve
Cash dividends
Number of cash dividends on the
Company’s shares held by its
subsidiary as treasury stocks
Difference between the actual price
and carrying amount of acquisition of
subsidiary's equity
Changes in percentage of ownership
interests in subsidiaries
Purchased treasury stock
Disposal of equity instruments at fair
value through other comprehensive
income
Decrease in non-controlling interests
Balance as of December 31, 2020
2021
Balance as of January 1, 2021
Consolidated net profit for the period
Other comprehensive income for the
period
Total comprehensive income for the
period
Allocation and distribution of surplus
in 2020:
Provision for legal reserve
Reversal of special reserve
Cash dividends
Number of cash dividends on the
Company’s shares held by its
subsidiary as treasury stocks
Changes in percentage of ownership
interests in subsidiaries
Decrease in non-controlling interests
Balance as of December 31, 2021
Notes

6(t)

6(dd)
6(r)

6(g)


6(t)
Equity attributable to shareholders of Equity attributable to shareholders of parent company
Ordinary share
capital
Capital surplus Retained earnings Other equity Treasury stock Total
Legal capital
reserve
Special reserve Unappropriated
earnings
Exchange
differences on
translating the
financial
statements of
foreign
operations
Unrealized
gains/losses on
financial assets
at fair value
through
comprehensive
income
$ 2,287,135
-
-
-
-
-
-
-
-
-
-
-
-
$ 2,287,135
$ 2,287,135
-
-
-
-
-
-
-
-
-
$ 2,287,135
$ 230,896
-
-
-
17,544
-
-
-
-
-
-
-
-
$ 248,440
$ 248,440
-
-
-
31,520
-
-
-
-
-
$ 279,960

The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.

President: KUO,KUO-HUA

Manager: KUO,KUO-HUA

Accounting Manager: WU,HSIU-LIN

-13-

Unit: NT$1,000

Apex Science & Engineering Corp. and Its subsidiaries Consolidated statements of cash flows For the Years Ended December 31, 2021 and 2020

Cash flows from operating activities
Net income before tax for the period
Adjustments for
Losses of income and expenses
Depreciation expense (including
investment properties)
Depreciation expenses of right-of-
use assets
Amortization expenses
Amortization expenses of right-of-
use assetes
Interest income
Conversion of deferred sales
expense into commission fee
Expected credit impairment losses
Loss on disposal of property, plant
and equipment
Interest expenses
Share of profits of affiliates and
joint ventures recognized by using
the equity method
Gains on disposal of investments
Changes in assets/liabilities relating to
operating activities
Net changes in assets relating to
operating activities
Contract assets
Notes receivable
Notes receivable – related
parties, net
Accounts receivable
Other receivables
Inventories
Prepayments
Other current assets
Net changes in liabilities relating to
operating activities
Contract liabilities
Notes payable
Accounts payable
Other payables
Other current liabilities
Other non-current liabilities
Cash generated from operations
Cash collected from interest
income
Cash paid for interest expenses
Income tax paid for the period
Net cash generated from
operating activities
Notes
6(z)
6(z)
6(z)
6(z)
6(v)
(
12(b)
6(y)
6(h)
(
6(x)
(
(
(
(
(
(
(
(
(
January 1 to
December 31,
2021
$ 139,148
3,660
4,850
1,393
139

61,330
)
(
10
97
173
21,661

30,878
)
(
-
(
85,451

1,930
)

23,982
)
273,945
(

795,068
)
(
296,220

592,933
)
346,779
(

33,741
)
(
13,223
(

111,434
)

14,930
)
1,014,913
1,031
536,467
40,774

20,951
)
(

11,398
)
(
544,892
January 1 to
December 31,
2020
$ 308,328
4,170
950
1,713
70

11,841
)
28,016
2,099
-
25,733

24,216
)

5,477
)
88,358
2,884
-

112,077
)

1,137,188
)
1,630,900
361,436

54,556
)

407,083
)

18,696
)
50,629
6,516
71,461
263
812,392
1,125

23,774
)

5,170
)
784,573

(To be continued on the next page)

-14-

Cash flows from investing activities
Acquisition of property, plant and
equipment
Proceeds from disposal of property,
plant and equipment
Increase in restricted assets
Increase in other non-current assets
Proceeds from disposal of financial
assets at fair value through other
comprehensive income
Net cash used in investing activities
Cash flows from financing activities
Proceeds from short-term loans
Repayment of short-term loans
Increase (decrease) in short-term notes
payable
Proceeds from long-term loans
Repayment of long-term loans
Issuance of corporate bonds
Repayment of corporate bonds
Repayment of the principal portion of
lease liabilities
Distribution of cash dividends
Capital reserve transferred from overdue
dividends
Treasury stock repurchase
Changes in non-controlling interests
Net cash generated from (used in) financing
activities
Impact of exchange rate
Increase in cash and cash equivalents for
the period
Balance of cash and cash equivalents at
beginning of the period
Balance of cash and cash equivalents at
end of the period
Notes
6(i)
(
(
(
(
(
6(ee)
(
6(o)
6(o)
(
(
(
(
6(r)
(
January 1 to
December 31,
2021
$ 1,683
)
(
467

562,747
)
(

2,078
)
(
-

566,041
)
(
5,489,191

6,167,436
)
(
35,000
(
1,765,880

845,663
)
(
500,000

500,000
)

5,100
)
(

160,581
)
(

47
)
-
(

1,709
)
(
109,535
(
-
(
88,386
209,217
$ 297,603
January 1 to
December 31,
2020
$ 1,626
)
-

26,378
)

5,999
)
5,264

28,739
)
4,472,743

4,510,433
)

1,281,400
)
823,180

45,522
)
-
-

1,189
)

102,165
)
47

26,130
)

35,063
)

705,932
)

14
)
49,888
159,329
$ 209,217

The accompanying notes form an integral part of these consolidated financial statements, please refer to it together.

President: KUO,KUO-HUA

Manager: KUO,KUO-HUA

Accounting Manager: WU,HSIULIN

-15-

APEX SCIENCE & ENGINEERING CORP. and subsidiaries

Notes to Consolidated Financial Report

For the Years ended December 31, 2021 and 2020

Unit: NT$1,000

(Unless otherwise noted)

1. Company development and business scope

APEX SCIENCE & ENGINEERING CORP. (hereinafter referred to as the "Company") was founded on August 9, 1976. Its original name was "APEX ENGINEERING CORP.", which changed to APEX SCIENCE & ENGINEERING CORP. in Year 2001. The Company and subsidiaries (generally called the "Group") work for projects in mechanical engineering, instrument engineering, environment engineering, related electrical products manufacturing and sales, entrusted construction of factories, residential and commercial building, etc. The Company's shares started for sale on Taiwan Stock Exchange Corporation from November. 1995.

2. Approval date and procedure of financial statements

The consolidated financial report was approved by the Board of Directors on March 24, 2022.

3. Application of newly promulgated and revised criteria and interpretation

a. Already adopted newly promulgated and revised International Financial Reporting Standards recognized by Financial Supervisory Commission (FSC)

The following table collects standards and interpretations that have been promulgated newly, amended and revised in International Financial Reporting Standards effective in year 2021 recognized by FSC:

Newly promulgated/amended/revised standards and Effective date of issuance interpretations IASB Amendment to IFRS 4, “Extension of the Temporary Exemption January 1, 2021 From Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 January 1, 2021 “Interest Rate Benchmark Reform – Phase 2”

“Amendment to IFRS 16 COVID-19-Related Rent

Concessions beyond 30 June 2021” Note: the FSC allows it to April 1, 2021 (note) apply in advance on January 1, 2021

Upon appraisal by the Group, the standards and interpretations do not have significant impacts on the Group's financial situation or financial performance.

  • b. Have not adopted the impacts of newly promulgated International Financial Reporting Standards (and amendments) recognized by FSC

The following table collects standards and interpretations that have been promulgated newly, amended and revised in International Financial Reporting Standards effective in year 2022

-16-

recognized by FSC:

Newly promulgated/amended/revised standards and
interpretations
Effective date of
issuanceby IASB
Amendment to IFRS 3 “Reference to the Conceptual
Framework”
Amendment to IAS 16 “Property, Plant and Equipment:
Proceeds before Intended Use”
Amendment to IFRS 37 “Onerous Contracts — Cost of
Fulfilling a Contract”
Annual Improvements to IFRS Standards 2018-2020
January 1, 2022
January 1, 2022
January 1, 2022
January 1, 2022

Upon appraisal by the Group, the standards and interpretations do not have significant impacts on the Group's financial situation or financial performance.

c. International Accounting Standards Board has promulgated the impacts of International Financial Reporting Standards, which hasn't been recognized by FSC

The following table collects standards and interpretations that have been promulgated newly, amended and revised in International Financial Reporting Standards recognized by FSC:

Newly promulgated/amended/revised standards and Effective date of
interpretations issuance by IASB
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of To be determined by
Assets between an Investor and its Associate or Joint Venture” IASB
IFRS 17 “Insurance Contracts” January 1, 2023
Amendment toIFRS 17 “Insurance Contracts” January 1, 2023
Amendment to IFRS 17, “Initial Application of IFRS 17 and
IFRS 9―Comparative Information”
January 1, 2023
Amendment to IAS 1, “Classification of Liabilities as Current or
Non-current”

January 1, 2023
Amendment to IAS 1, “Disclosure of Accounting Policies” January 1, 2023
Amendment to IAS 8, “Definition of Accounting Estimates” January 1, 2023
Amendment to IAS 12, “Deferred Tax related to Assets and
Liabilities arising from a Single Transaction”
January 1, 2023

Upon appraisal by the Group, the standards and interpretations do not have significant impacts on the Group's financial situation or financial performance.

-17-

4. Summary description of crucial accounting policy

Major accounting policies of preparing this consolidated financial report are as follows. Unless otherwise noted, such policies will apply during reporting period.

a. Declaration of conformity

The consolidated financial report is prepared based on financial report preparation standard for securities issuers and those International Financial Reporting Standards, International Accounting Standards, interpretations and bulletin ("IFRSs") recognized by FRS.

b. Basis of preparation

  • 1) Except the important items below, the consolidated financial report is prepared based on historical cost

Financial assets at fair value through other comprehensive income

  • 2) In preparing financial reports conforming to IFRSs, some important accounting estimates need to be used; in applying the Group's accounting policies, the management also needs to make judgments; for items related to high judgment or complexity, or items related to major assumptions and estimates in consolidated financial report, please refer to Note 5.

c. Consolidation basis

  • 1) Principle of preparing consolidated financial report

  • a) The Group takes all subsidiaries as individuals of preparing consolidated financial report. Subsidiary refers to individual controlled by the Group (including structural bodies). When the Group is involved in individual's remuneration change or enjoys the rights of changing remuneration, or is capable to influence such remuneration, the Group controls the individual. After taking control of subsidiary, the subsidiary is taken into consolidated financial report, but stops consolidation from the date of losing the control.

  • b) In the Group, companies' transactions, balances and unrealized gain or loss have been eliminated. Subsidiary's accounting policy has been adjusted as necessary and is consistent with the policy adopted by the Group.

  • c) All the components of profit or loss, and other comprehensive income belong to parent company's owners and non-controlling interests; consolidated losses and profits also belong to parent company's owners and non-controlling interests, even if this may cause non-controlling interests to suffer loss balance.

  • d) If changes of the Company's shares do not result in the loss of control (transaction with non-controlling interests), these would be taken as equity transaction, i.e., transaction with owners. The difference between non-controlling interests' adjusted amount or paid or collected consideration is directly recognized as interests.

  • e) When losing the control of subsidiary, the Group shall measure the remaining investment at fair value as originally listed financial assets' fair value or originally listed invested associated enterprise or joint venture's cost. The difference between fair value and book value is directly recognized as current profit and loss. For all the amounts related to the subsidiary recognized as other comprehensive income, if its accounting treatment has the same basis as that of the Group in directly disposing of associated assets or liabilities, which is like that such amounts previously recognized as other consolidated losses or profits would be reclassified as losses and profits in disposing of related assets or liabilities, then after losing the control of subsidiary, the profits or losses are reclassified into profits and losses from interests.

-18-

2) Subsidiary listed into consolidated financial report:

Name of investment
company
Name of
subsidiary
Nature of
business
Percent of shares held
Descriptio
n
December 31,
2021
December 31,
2020
APEX SCIENCE &
ENGINEERING CORP.
Chang Ji
Construction Co.,
Ltd. (Chang Ji
Company)
Construction of
civil and
structural works
and water
conservancy
projects, etc.
90.53%
90.53%
(Note 1)
APEX SCIENCE &
ENGINEERING CORP.
REINFORCE
ENERGY CO.
LTD.(REINFORC
E)
General
investment
100.00%
100.00%
APEX SCIENCE &
ENGINEERING CORP.
Hsin Ting
Engineering
Consulting Co.,
Ltd. (Hsin Ting
Company)
Engineering
consultant
100.00%
100.00%
APEX SCIENCE &
ENGINEERING CORP.
APEX LIFE
INC.(APEX LIFE)
Purchase and sell
engineering
equipment and hi-
tech electronic
products
-
-
(Note 2)
  • Note 1. The Company bought 660,000 shares of Chang Ji in the first season in 2020, and purchased 2,300,000 shares in the fourth season. Please refer to Note 6 (dd) for relevant transactions.

  • Note 2. APEX LIFE got approval and registration from local competent authorities on December. 30, 2011 for dissolution. By December 31, 2021, the liquidation procedure had not been completed.

  • 3) Subsidiary not listed in consolidated financial report: No such circumstance.

  • 4) Subsidiaries' different adjustment and disposal methods in accounting period: No such circumstance.

  • 5) Major restriction: No such circumstance.

  • 6) Subsidiaries with significant non-controlling interests to the Group:

The Group's non-controlling interests are respectively $88,524 and $86,967 on December 31, 2022 and 2021. The following are about subsidiaries with significant noncontrolling interests to the Group.

Name of subsidiary
Main place
of business
Non-controlling interests Non-controlling interests Non-controlling interests Non-controlling interests Descri
ption
December 31, 2021 December 31, 2020
Amount Percent of
shares held
Amount Percent of
shares held
Chang Ji
Construction Co.,
Ltd.
Taiwan $ 88,524 9.47% $ 86,967 9.47%

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Balance Sheets

Chang Ji Construction Co., Ltd.

Current assets
Non-current assets
Current liabilities
Non-current liabilities
Total net assets
December 31, 2021 December 31, 2020
$ 1,221,408
329,059
( 719,388)
( 11,878)
$ 1,700,337
390,926
( 1,178,046)
( 42,957)
$ 819,201 $ 870,260

Statements of Comprehensive Income

Revenue
Pre-tax net (loss) income
Income tax
Net (loss) income for the period
Other comprehensive income (net after
tax)
Total comprehensive income for the
period
Comprehensive income attributable to
non-controlling interests
Payment for dividends of non-controlling
interests
Chang Ji Construction Co., Ltd. Chang Ji Construction Co., Ltd.
2021 2020
$ 2,300,394 $ 2,051,761
31,881
( 2,724)
54,252
( 1,839)
$ 29,157 $ 52,413
( 67,500) -
($ 38,343) $ 52,413
$ 3,266 $ 6,802

$ 1,704
$ 798

Cash Flow Statement

Chang Ji Construction Co., Ltd.

Operating activities - net cash inflows
(outflows)
Investment activities - net cash inflows
(outflows)
Financing activities - net cash inflows
(outflows)
Decrease of cash and cash equivalents for
the period
Balance of cash and cash equivalents at
the beginning of the period
Balance of cash and cash equivalents at
the ending of the period
2021 2020
$ 617,788
( 2,521)
( 575,618)
($ 210,615)
( 30,569)
227,898

39,649
( 13,286)
22,283 35,569
$ 61,932 $ 22,283
  • 7) Securities of subsidiaries held by parent company: Please refer to Note 6 (r)

-20-

d. Foreign currency conversion

The items in the financial report of each individual of the Group are measured with the currency (functional currency) used in the main economic environment where the individual operates. The consolidated financial report is made with the Company's functional currency NTD as representative currency.

  • 1) Foreign currency transaction and balance

  • a) For foreign currency transaction, currency is converted into functional currency at spot exchange rate on trading day or measurement day. The difference occurred due to such transaction is recognized into current profits and losses.

  • b) Monetary assets and debt balance at foreign currency are adjusted at spot exchange rate on Balance Sheets day. The conversion difference due to the adjustment is recognized into current profits and losses.

  • c) Non-monetary assets and debt balance at foreign currency, which have been measured through profits and losses at fair value, are evaluated and adjusted at spot exchange rate on Balance Sheets day. The conversion difference due to the adjustment is recognized into current profits and losses. Non-monetary assets and debt balance at foreign currency, which have been measured through other comprehensive income at fair value, are evaluated and adjusted at spot exchange rate on Balance Sheets day. The conversion difference due to the adjustment is recognized into other comprehensive income. The conversion difference due to the adjustment is recognized into current profits and losses. Non-monetary assets and debt balance at foreign currency, which haven't been measured at fair value, are measured at historical rate on initial trading day.

  • d) All the other conversion profit and loss are recorded in “other gains and losses" in profit and loss statement.

  • 2) Overseas operating agency

For all the Group's individuals whose functional currency differs from expressive currency, their operating results and financial conditions are converted into expressive currency in the following methods;

  • a) Assets and liabilities listed in balance sheets are converted at closing rate on balance sheets statement day;

  • b) Profits and losses recorded in Statements of Comprehensive Income are converted at average exchange rate for the period; and

  • c) Conversion differences occurred are recorded into other comprehensive income.

e. Standards of classifying current and non-current assets and liabilities

  • 1) The business terms of the Group’s engineering projects and commissioned land development business are usually longer than one year; equivalent assets and liabilities of construction contracts and commissioned land development business are classified for current and non-current ones based on business terms, while other assets and liabilities are classified based on one year.

  • 2) Assets that meet one of the following conditions are classified as current assets:

  • a) Expected to be realized in normal business term or intended to be sold or consumed.

  • b) Held for the main purpose of transaction.

  • c) Expected to be realized within 12 months after balance sheets statement day.

-21-

  • d) Cash or cash equivalents, unless exchanged or used to pay off debts under limitations at over 12 months after balance sheets statement day.

The Group classifies the assets not conforming to aforesaid conditions into non-current assets.

  • 3) Liabilities meeting one of the following conditions are classified into current liabilities:

  • a) Expected to be paid off in normal business term.

  • b) Held for the main purpose of transaction.

  • c) Expected to be paid off within 12 months after balance sheets statement day.

  • d) Unable to defer the payoff term to at least 12 months after balance sheets statement day unconditionally. Liabilities clauses may depend on the counterparty's choice; payoff occurred due to the issuance of equity instrument does not affect the classification.

The Group classifies the liabilities not conforming to aforesaid conditions into noncurrent liabilities.

  • f. Financial assets at fair value through other comprehensive income

  • 1) Refer to one irrevocable choice at original recognition; this records fair value change invested with equity instrument not held for transaction into other comprehensive income; or meet the following conditions in debt instrument investment at the same time:

    • a) The financial assets are held under the operating model for the purpose of collecting and selling contractual cash flows.

    • b) Cash flows generated by the financial assets’ contract terms on specified date, are solely used for payments of principal and outstanding principal interest.

  • 2) For financial assets at fair value through other comprehensive income that conforms to trading practices, the Group implements accounting on trading day.

  • 3) At original recognition, the Group makes measurement at fair value plus transaction cost, but later at fair value. Changes to fair value of equity instrument are recognized as other comprehensive income; when delisted, cumulative interests or losses that are previously recognized as other comprehensive income shall not be reclassified to profits and losses, but transferred to retained earnings. When the rights to receive dividends are established, it is probable that the economic benefits associated with dividends will flow in and the amount of dividends can be measured reliably, the Group recognizes dividend income as profits or losses.

  • g. Accounts and notes receivable

  • 1) Refers to accounts and notes that have the right to unconditionally receive the consideration amount in exchange for the transfer of goods or services according to the contract.

  • 2) For short-term accounts and notes receivable with unpaid interest, since discount doesn’t have significant influence, the Group measures them by original invoice amount.

  • h. Agency land development business

  • 1) Agency land development business means development service as entrusted by government unit, but some development projects are for external sale.

  • 2) During the agency period, the Company will pay for, on behalf of client, land

-22-

expropriation compensation fee, construction cost, construction supervision and inspection and various development costs. And client will calculate the interests according to the costs already paid on its behalf, and pay to the Company on a periodby-period basis. The accounting treatment of the case costs of various agency land development business (industrial zone development, urban land rezoning and section expropriation) shall be handled in accordance with the entrusted development agreement and the contract with contractor; according to the actual construction progress and completion acceptance, corresponding costs and expenses are recognized. When entrusted for the business of developing an industrial zone, if the following conditions are met, the labour income of the agency shall be recognized on a period-byperiod basis according to the proportion of the input cost:

  • a) Costs attributable to contracts are reasonably identifiable.

  • b) Except for the confirmed disbursement that is recoverable, the remaining contract costs can be reasonably estimated.

  • c) The collectable agency fees (service revenue) can be reasonably determined.

  • 3) The development cost is debited to "the land development funds receivable from the agent", while the land purchaser pays for land price, which is credited to "other current liabilities - advance payment for the sale of industrial zone"; when money allocated by owner offsets agency land development amount receivable mutually.

i. Financial assets impairment

On each balance sheet day, by liabilities instrument investment at fair value through other comprehensive income and financial assets at amortized cost, the Group measures the allowance for losses with 12-month expected credit loss amount for these items whose credit risks haven’t risen apparently after originally recognized after considering all reasonable and verifiable information (including forward-looking information); for these items whose credit risks have risen apparently after originally recognized, the Group makes allowance for losses with expected credit loss amount during the period of existence; for accounts receivable or contract assets that do not contain significant financial components, allowance for losses is measured with expected credit loss amount during the period of existence.

j. Financial assets are delisted

Financial assets are delisted when the Group's contractual rights to receive cash flows from the financial assets lose efficacy.

k. Lease payment receivables/lease (tenant)

After deduction of tenant's incentives, operating rental income is amortized with straight line method over the lease term and recognized as profits or losses for the period.

l. Inventories

Inventories are measured by costs and net realizable value (see whichever is lower) and determined by weighted cost average method. The costs of finished goods and work-inprogress goods include raw materials, direct labour costs, other direct costs and manufacturerelated expenses, but exclude borrowing costs. While comparing the lower of the cost and the net realizable value, the item-by-item comparison method is adopted, and the net realizable value refers to the balance after subtracting the estimated cost to be invested in completion and related variable selling expenses from the estimated selling price in normal business.

  • m. Investment with the equity method - associated enterprise

-23-

  • 1) Associated companies refer to all individuals, on which the Group has significant influence without control, directly or indirectly holding more than 20% of their voting shares on general. The Group's investments in associated enterprise are treated with the equity method and are recognized at cost when acquired.

  • 2) The Group recognizes the share of profit or loss obtained by the associated enterprise as the current profit and loss and recognizes the share of other comprehensive income after it has obtained as other comprehensive income. If the Group's loss share in any associated enterprise equals or exceeds its interest in that associated enterprise (including any other unsecured accounts receivable), the Group does not recognize further losses unless the Group has statutory business or constructive obligation with that associated enterprise or paid amounts on its behalf.

  • n. Property, plant and equipment

  • 1) Acquisition costs are accounting basis for property, plant and equipment, with relevant interest capitalized during the period of construction.

  • 2) Subsequent costs are included in the asset's book value or recognized as a separate asset only when the future economic benefits associated with these items will possibly flow to the Group and the costs can be measured reliably. Book value of replaced part is excluded. When incurred, all other maintenance costs are recognized as profit or loss for the period.

  • 3) The subsequent measurement of property, plant and equipment is based on the cost model. Except land, they are depreciated with straight-line method according to durable period. If each of property, plant and equipment is great, they should be separately depreciated.

  • 4) The Group reviews the residual value, useful life and depreciation method of each asset on the closing day of each fiscal year. If the expected residual value and useful life are different from the previous estimate, or the future economic benefits contained in the assets have significant changes in the expected consumption pattern, then from the date of the change, they should be processed according to accounting estimate change rules in International Financial Reporting Standard 8, “Accounting Policies, Changes in Accounting Estimates and Errors”.

Assets' durable periods:

Accounting Estimates and Errors”.
Assets' durable periods:
House and building 50-55 years
Building improvement 3-10 years
Machinery equipment 3-8 years
Transportation equipment 3-5 years
Office equipment 3-5 years

o. Tenant's lease transaction - Right-of-use asset/lease liability

  • 1) Lease assets are recognized as right-of-use assets and lease liabilities on the day of becoming available for use by the Group. When the lease contract is for a short-term lease or a lease of a low-value asset, lease payments are recognized as an expense based on straight line method over the lease term.

  • 2) As for the lease liability, the lease payment should be recorded by current value discounted according to the Group’s incremental borrowing rate from the lease start day. The lease payment consists of fixed payments by subtraction of collectable lease incentives.

-24-

  • 3) The right-of-use asset is recognized into cost from the lease start day; the cost includes the original measurement amount of the lease liability.

Cost model measurement is adopted subsequently; right-of-use assets' durable period expires, or lease term expires (see whichever is earlier) is recorded as depreciation costs. When lease liability is reassessed, the right-of-use assets will be adjusted for remeasurement.

p. Investment property

Investment property is recognized into costs, and subsequently measured with the cost model. Except land, to be depreciated with straight-line method; durable period is 55 years.

q. Impairment of non-financial assets

  • 1) On balance sheets statement day, the Group estimates the recoverable amount of assets that present signs of impairment and recognizes impairment losses when the recoverable amount is lower than its book value. The recoverable amount refers to the subtraction of an asset's disposal cost or use value (see whichever is higher) from its fair value. When the recognized asset impairment in previous years does not exist or decreases, the impairment loss shall be reversed, but reversed impairment loss leads to increase of book value of the asset without exceeding the asset value; if no impairment loss has been recorded, deduct the depreciated or amortized book value.

  • 2) The recoverable amounts of Goodwill, intangible assets with non-determined service life and intangible assets not yet available for use are estimated on a regular basis. The recoverable amount, if lower than its book value, is recorded as loss reduction losses. Losses in goodwill loss reduction will not be reversed in subsequent years.

  • 3) For loss reduction, goodwill is amortized to cash-generating units. This amortization is recognized by operation department. Goodwill is amortized to cash generating unit or cash generating unit group due to benefit from amalgamation of enterprises generating goodwill.

r. Borrowing

Borrowings are measured at the amount after the deduction of transaction costs from fair value at originally recognized column; the difference between amount after the deduction of transaction cost, and redemption value should be first cost-amortized with the effective interest method and measured during borrowing period.

s. Accounts and notes payable

Accounts and notes payable are obligations payable for obtaining goods or services from suppliers in the normal course of business. It is measured at fair value at the time of original recognition, and subsequently at amortized cost with the effective interest method. Due to insignificant subsequent impacts of discounting, short-term accounts payable with unpaid interest, are measured at original invoice subsequently.

t. Ordinary bonds payable

Ordinary bonds payable issued by the Group are measured at the amount after the deduction of transaction costs from fair value at originally recognized column; and the difference from redemption value is recorded in discount on debt equity, and recorded into bonds payable’s addition or deduction items; effective interest method is later amortized and recorded as current profits and losses in bonds circulation period as adjustment item of “finance cost”

u. Delisting of financial liabilities

Performance, cancellation or expiry of liabilities in the Group's contract are delisted from

-25-

financial liabilities.

  • v. Employee benefit

  • 1) Short-term employee benefit

Short-term employee benefit is measured at expected paid non-discounting amount, and recorded as fees in providing related service.

  • 2) Pension

Defined benefit plan

  • a) The net obligation under a defined benefit plan is calculated by discounting the amount of future benefits earned by the employee from current or past service and subtracting the fair value of the planned assets from the present value of the defined benefit obligation on the balance sheet day. The defined net benefit obligation is calculated annually by actuary using the projected unit benefit method, and the discount rate is determined with reference to the market yield of high-quality company bonds on the balance sheet day consistent with the currency and period of the defined benefit plan; countries without market depth use the market yield on government bonds (on the balance sheet day).

  • b) Actuarial profits and losses arising from defined benefit plans are recognized as other comprehensive income in the period in which they occur

  • c) If the early-stage service cost is immediately obtainable, the related expenses will be recognized as profit or loss immediately; if not immediately obtainable, it will be recognized as profit or loss on a straight-line basis over the average obtainable period.

  • 3) Dismiss welfare

Dismiss welfare is benefits provided to employee whose employment is terminated before the normal retirement day or when the employee decides to accept the Company's offer of benefits in exchange for termination of employment. The Group recognizes the expenses when the offer of termination benefits can no longer be withdrawn or when the associated restructuring costs are recognized, see whichever is earlier. Benefits that are not expected to be fully settled 12 months after the balance sheet day should be discounted.

  • 4) Remuneration of employees and remuneration of directors and supervisors

Employee remuneration and remuneration of directors and supervisors are recognized as expenses and liabilities when such remunerations are legal or constructive obligations and the amounts can be reasonably estimated. If there is a discrepancy between actual distribution amount and the estimated amount in subsequent resolutions, it shall be treated as a change in accounting estimate. Besides, if employees are paid in shares, the basis for calculating the number of shares is the closing price on the day before the board resolution.

w. Income tax

  • 1) Income tax includes current and deferred income tax. Income tax is recognized in profit or loss, except income tax relating to items included in other comprehensive income or directly included in equity.

  • 2) Based on the tax rates enacted or substantively enacted on the balance sheet day in the countries where the Group operates and generates taxable income, the current income tax is calculated. Management regularly assesses the status of income tax declaration as

-26-

per the regulations related to applicable income tax and, where applicable, assesses income tax liabilities based on expected tax payments to tax authorities. Income tax on undistributed surplus is levied according to income tax law, and undistributed income tax expense will be recognized after the profit distribution proposal is passed at the shareholders' meeting in the following year.

  • 3) Deferred income tax is recognized with the balance sheet method. This is based on temporary differences between the tax bases of assets and liabilities and their book values in consolidated balance sheet. Deferred income tax liabilities from originally recognized goodwill will not be recognized; if deferred income tax originates from the original recognition of asset or liability in a transaction (excluding a business amalgamation), which, at the time of the transaction, does not affect accounting profit or taxable income (taxable loss), such deferred income tax liabilities will not be recognized either. If the temporary differences occur in investing in subsidiaries and associated companies, the Group can control the reversion timing of such differences, and the differences are not likely to be reversed in the foreseeable future, they will not be recognized. Based on tax rates (and tax laws) enacted or substantively enacted on the balance sheet day and expected to apply when the related deferred income tax assets are realized or the deferred income tax liabilities are settled, deferred income tax is determined.

  • 4) When temporary differences will be possibly used to offset future taxable income, and both unrecognized and recognized deferred income tax assets are reassessed on each balance sheet day.

  • 5) When statutory enforcement right is available to allow recognized current income tax assets and liabilities to offset each other, and it is intended to pay off liabilities, on net basis, or at the same time, realize assets and pay off liabilities, current income tax assets and current income tax liabilities shall be offset; When statutory enforcement right is available to allow current income tax assets and current income tax liabilities to offset each other, and the deferred income tax assets and liabilities are generated by the same taxpayer subject to taxation by the same tax authority, or by different taxpayers but each subject intends to pay off liabilities, on net basis, or at the same time, realize assets and pay off liabilities, current income tax assets and current income tax liabilities shall be offset.

x. Share capital

  • 1) Ordinary shares classified into rights and interests. Incremental costs directly attributable to the issued new shares or stock options, after deduction of income tax, are shown as a deduction in equity.

  • 2) When the Company repurchases issued shares, the consideration paid (including any incremental costs that are directly attributable, is recognized) as a net tax deduction in shareholders' equity. On subsequent reissues of the repurchased shares, the difference between the consideration received (after deduction of any directly attributable incremental costs and the effect of income taxes) and the book value is recognized as an adjustment to shareholders' equity.

y. Dividend distribution

When the Company's shareholders' meeting resolves the distribution of dividends, dividends distributed to shareholders of the Company are recognized in the financial report, cash dividends are recognized as liabilities, and share dividends are recognized as undistributed share dividends, and are transferred to ordinary shares on the base day of issuance of new shares.

-27-

  • z. Revenue recognition

  • 1) Commodity sale

    • a) The Company's sales revenue is recognized when the control of the product is transferred to customer, that is, when the product is delivered to customer, customer has the discretion to sell the product and decide the price, and the Company has no outstanding performance obligations that may affect customer to accept the product. Delivery of goods occurs when the product has been shipped to the designated location, the risk of obsolescence and loss has passed to customer, and customer has accepted the product in accordance with sales contract, or there is objective evidence that all acceptance criteria have been met.

    • b) Accounts receivable are recognized when the goods are delivered to customer, as the Group has an unconditional right to the contract price from that point on, and it only takes time to collect the consideration from customer.

  • 2) Land development and resale

    • a) The Company engages in land development and sales of residential properties, and revenue will be recognized when control of property is transferred to customer. For the signed residential sales contract, due to the restrictions of the contract terms, the property has no other use for the Company, but until the legal ownership of the property is transferred to customer, the Company has an enforceable right to the contract money, so after the legal ownership transfer to customer, revenue is recognized.

    • b) Revenue is measured as agreed contract price, which has been paid by customer when legal title to the property is transferred. On rare occasions, the Company and customer agree on deferred payment period, but deferred repayment period does not exceed 12 months, and it is judged that the contract does not have a significant financial component, so the consideration will not be adjusted.

  • 3) Cost of obtaining client contract

For the incremental costs (primarily sales commissions) incurred by the Company in getting customer contracts, the expected collectable parts are recognized as assets (listed as other non-current assets listed in the sheet) at the time of occurrence, and amortized according to the consistency of commodities or labour services related to the assets. In subsequent periods, if the amount that the expected consideration deducts costs not yet recognized as expenses is lower than book value recognized in the asset, an impairment loss is recognized for the excess of the asset's book value.

  • 4) Project revenue

  • a) The Group offers services about engineering construction. Income from labour services is recognized as income during the financial reporting period of providing the services to customers. Revenue from fixed-price contracts is recognized based on the ratio of services actually provided to all to-be-provided services by the balance sheet day, and the completion ratio of services is determined based on the ratio of incurred costs to estimated total transaction costs. The considerations of some contracts may change due to the transfer price or similar items. Only when the future uncertainty is eliminated, it is highly probable that there will not be a significant reversal of the recognized cumulative revenue amount included in the transaction price. The customer pays the contract price in accordance with the agreed payment schedule. When the service provided by the Company exceeds customer's payment, it is recognized as a contract asset, and if customer's payment

-28-

exceeds the service provided by the group, it is recognized as a contract liability.

  • b) The Group's estimates of revenue, costs and degree of completion are revised as circumstances change. Any increase or decrease in estimated revenue or costs due to change of estimate is reflected in profit or loss for the period in which the circumstances leading to the revision are known to management.

  • 5) Service revenue

  • a) The Group offers services about agency land development. Income from labour services is recognized as income during the financial reporting period of providing the services to customers. The income from fixed price contracts is recognized as the ratio of the services actually provided to the total services to be provided by the balance sheet day. Since the Company engage in the development, planning and management of industrial zones on behalf of government entities, the services are subject to supervision. The completion rate of the service is determined on the basis of the actual labour hours accounted for the estimated total labour hours.

  • b) The Company provides agency land development services. It is mainly entrusted by government units to develop on their behalf. Some development projects are also responsible for external sales. It is identified as a performance obligation that is gradually fulfilled over time. The Company recognizes revenue as the proportion of input costs to the estimated total costs.

  • c) The Company's estimates of revenue, costs and degree of completion are revised as circumstances change. Any increase or decrease in estimated revenue or costs due to change of estimate is reflected in profit or loss for the period in which the circumstances leading to the revision are known to management.

  • d) Please refer to Note 4 (h) for the recognition of relevant revenue.

aa. Operation department

Information from the Group's operation department is reported in consistency with the internal management reports provided to the chief operating decision maker. The chief operating decision maker is responsible for allocating resources to operation departments and evaluating their performance. The Board of Directors works as the chief operating decision maker of the Group is.

5. Main source of major accounting judgment, estimate and assumption uncertainty

In preparing the consolidated financial statements of the Group, management has used their judgment to determine the accounting policies to be adopted, and has made accounting estimates and assumptions based on reasonable expectations of future events based on the conditions prevailing on the balance sheet day. Significant accounting estimates and assumptions made may differ from actual results and will be continuously evaluated and adjusted by taking into account historical experience and other factors. These estimates and assumptions carry risks that will result in material adjustment of the book values of assets and liabilities in the next financial year. Please refer to the following descriptions on the uncertainty of significant accounting judgments, estimates and assumptions:

a. Important judgment for adopting accounting policy

  • No such circumstance.

b. Major accounting estimates and assumptions

  • Revenue recognition

The Group must judge the amount of the estimated total cost of completion based on the

-29-

characteristics of the project and objective factors. The revenue recognition is estimated based on the percentage of the input cost. The Group regularly reviews the reasonableness of the estimates and is subject to changes in the industrial environment and the impact of the construction status may lead to changes in the estimated total cost of completion, which will affect the amount recognized in the Group's revenue.

6. Description of important accounting items

a. Cash and cash equivalents

Cash in hand and working capital
Check deposit
Current deposit
December 31, 2021 December 31, 2020
$ 2,617
28,281
266,705

$ 3,115
42,970
163,132
$ 297,603
$ 209,217
  • 1) The Group's cooperating financial institutions have benign credit quality and the transactions of the Group with multiple financial institutions disperse credit risks with quite low predicted contract breach.

  • 2) The Group's cash with limited use and cash equivalents have been classified into other liquid assets. For pledge and guarantee, please refer to Notes 8.

b. Accounts receivable and notes receivable

Accounts receivable
Notes receivable
Minus: Allowance for bad debts
December 31, 2021 December 31, 2020
$ 3,508
246,679
( 3,063)

$ 1,578
524,675
( 7,017)

$ 247,124


$ 519,236
  • 1) The Group does not have any collateral

  • 2) For credit risk information about accounts receivable and notes receivable, please refer to Note 12 (b).

  • 3) Analysis of account receivable age of accounts receivable and notes receivable

No overdue
Overdue for 1 to 120
days
Overdue for 121 days
and above
December 31, 2021 December 31, 2021 December 31, 2020 December 31, 2020
Notes receivable Accounts
receivable
Notes receivable
Accounts
receivable
$ 239,172
3,766
3,741
$ 3,508
-
-
$ 517,243
1,779
5,653
$ 1,578
-
-
$ 246,679 $ 3,508 $ 524,675 $ 1,578

The information above represents that account age is analyzed based on days overdue.

-30-

  • 4) The balances of accounts receivable and notes receivable on December 31, 2021 and 2020 were all caused by customer contracts, and the balance of accounts receivables on January 1, 2020 for contracts with customers was $412,142.

  • 5) Under the condition of not taking into account collateral or other credit enhancements, the insured amounts that best represent the maximum credit risk of the Group's notes receivable on December 31, 2021 and 2020 were $3,508 and $1,578, respectively; The insured amounts that best represent the credit risk of the Group's accounts receivable on December 31, 2021 and 2020 were $243,616 and $517,658, respectively.

c. Other accounts receivable

Receivable agency land development fund
Interest receivable
Other accounts receivable - Other
December 31, 2021 December 31, 2020
$ 3,362,821
57
20,558

$ 3,041,185
31
1,747
$ 3,383,436
$ 3,042,963
  • 1) Agency land development amount receivable involves the contract “Chiayi County Machouhou Industry Park Development Project Phase I ” signed by the Group and Chiayi County Government in May, 2013, as the Company was entrusted to develop the industrial park with the period of four years from the date of contract signing; in October 2018, the Group signed a contract with the Chiayi County Government for “Chiayi County Machouhou Industry Park Development Project”, as the Company was entrusted to develop the industrial park with the period of six years from the date of contract signing; the Group signed a contract for "development, rental, sale and management of the Cigu Science and Technology Industrial Park" with Tainan City Government in January 2021, as the Company was entrusted to develop the industrial park with the period of six years from the date of contract signing.

  • a) The Group's receivable agency land development fund is detailed as follows:

Machohou Industry Park
Development Project -
Phase I
Machohou Industry Park
Development Project -
Later Phase I
Cigu Tech Industry Park
Development Project
December 31,
2021
December 31,
2020
December 31,
2021, cumulative
recognized
service revenue

Client

$ 696,253

2,653,121
13,447
-

$ 970,697

2,070,488

-
-
$ 406,335
224,144
-
-

Chiayi County
Government

"
Tainan Municipal
Government
$ 3,362,821 $ 3,041,185 $ 630,479

-31-

  • b) The Group's receivable agency land development funds in 2021 and 2020 are changed as follows:
2021 Opening balance Increase for the
period
Collected amount
for the period

balance
Machohou Industry
Park Development
Project - Phase I
Machohou Industry
Park Development
Project - Later Phase I
Cigu Tech Industry
Park Development
Project
2020
$ 970,697

2,070,488
-
-
$ 427,425

2,893,657

13,447
-
($ 701,869)

( 2,311,024)

-
-
$ 696,253
2,653,121
13,447
-
$ 3,041,185
$3,334,529
($ 3,012,893) $ 3,362,821
Opening
balance
Increase for the
period

Collected
amount for the
period
balance
Machohou Industry
Park Development
Project - Phase I
Machouhou Industrial
Park Later Phase
$ 952,801

916,683

$ 31,152

1,153,805
($ 13,256)

-
$ 970,697
2,070,488
$ 1,869,484
$1,184,957
($ 13,256) $ 3,041,185
  • 2) In 2021 and 2020, the Group recognized the capitalized interest in advance of agency land development amount as offsetting interest expenses $46,622 and $6,275 respectively. Please refer to Note 6 (o) for details.

  • d. Inventories

Inventory of commodity
Finished product
Semi-finished product
work-in-progress product
Raw material
Property for sale
To-be-constructed land
Property under construction
Advance land payment
Subtotal
Minus: Allowance for price drop loss
Total
December 31, 2021 December 31, 2020
$ 14,309
9,199
10,774
3,981
10,434
74,841
1,338
386
466,732

$ 10,546
10,455
11,732
2,426
9,480
381,306
1,338
1,200
459,731
591,994
( 8,644)
888,214
( 8,644)
$ 583,350
$ 879,570

-32-

  • 1) Inventory costs recognized as loss by the Group:
Costs of inventories sold
Inventory losses
Building costs
Subtotal
Plus: Construction costs
Other operating costs
Total
2021 2020

$ 114,698

-

2,274,927

2,389,625

2,333,737
8,826

$ 4,732,188
$ 162,571
1,422
316,369
480,362
2,913,054
16,418
$ 3,409,834
  • 2) Some inventories have been provided as collateral for bank loans, please refer to Note VIII for details.

  • 3) The capitalized amounts of interest on inventories of the Company in 2021 and 2020 are $0 and $4,953 respectively. Please refer to Note 6 (y) for details.

  • 4) CHANG JI CONSTRUCTION CO., LTD., a subsidiary of the Group, has jointly developed land in Fanlu Township, Chiayi County with the landlord, and has purchased land (land No. 193-181 and 193-103) in the base of Fanlu Township, Chiayi County. Because the land is used for farming and animal husbandry, according to the regulations on agricultural development, private legal persons are not allowed to take over the land for farming and animal husbandry, so the land is registered in the name of employee; however, in order to protect the rights and interests of the Company, the registrant has been requested to issue a promise to transfer the land after the change of land title. It was registered in CHANG JI CONSTRUCTION CO., LTD., a subsidiary of the Group for the purpose of preservation.

  • e. Prepayment

Advance payment of engineering amount
Tax retained
Others
December 31, 2021 December 31, 2020
$ 633,019
12,541
55,385

$ 72,648

7,797
27,567
$ 700,945
$ 108,012
  • f. Other current assets
Deposit for joint construction
Project deposit and bid bond
Restricted assets
Land project amount inputted
Others
December 31, 2021 December 31, 2020
$ -
36,522
1,796,809
69,852
19,474
$ 400,000

38,042

1,385,807

17,196

17,380
$ 1,922,657
$ 1,858,425

-33-

1) Deposit for joint construction

The Group signed a joint construction contract with the owner of the land in the Xinxing section of Banqiao District, New Taipei City in April 2015. As of December 31, 2020, the Group has paid the landlord a security deposit of $400,000 for the performance of the contract. As the above land integration could not be completed as scheduled, the joint construction contract was terminated after negotiation by both parties, and the joint construction deposit of $400,000 was recovered in 2021.

  • 2) Restricted Assets The amount of $1,257,958 and $769,531 on December 31, 2021 and December 31, 2020 respectively are for the agency land development business, to collect the land auction deposit and land price transferred from the buyer to the special trust account, and the rest are guaranteed by the bank And the pledged time deposit and special account for loan amount guarantee.

  • 3) CHANG JI CONSTRUCTION CO., LTD., a subsidiary of the Group, and the landlord jointly developed the land in Fanlu Township, Chiayi County. The landowner has transferred the land No. 193-197 in the base of Fanlu Township, Chiayi County to CHANG JI CONSTRUCTION CO., LTD. as a consideration for the joint development. However, according to the land cooperative development contract, CHANG JI CONSTRUCTION CO., LTD. has not obtained control of the land, so it has not been recorded as of December 31, 2021.

  • 4) CHANG JI CONSTRUCTION CO., LTD., a subsidiary of the Group, and the landlord jointly developed the land in Fanlu Township, Chiayi County. The landowner has already transferred the lands No. 193-192, No. 193-209, No. 193-182, No. 193-183, No. 193-206, in Fanlu Township, Chiayi County. The land with the land title is the consideration for the joint development, but CHANG JI CONSTRUCTION CO., LTD. has not obtained control of the land according to the contract for the joint development of the land. Because the land is used for farming and animal husbandry, according to the regulations on agricultural development, private legal persons are not allowed to take over the land for farming and animal husbandry, so the land is registered in the name of the employee; however, in order to protect the rights and interests of the Company, the registrant has been requested to issue a promise to transfer the land after the change of land title. Registered in CHANG JI CONSTRUCTION CO., LTD. for preservation.

g. Financial assets at fair value through other comprehensive income

Item
Non-current items:
Equity instrument
Non listed, OTCBB listed, and emerging
stock
Appraisal adjustment
Total
December 31, 2021 December 31, 2020
$ 22,755
( 15,427)
$ 7,328

$ 22,755
( 16,071)

$ 6,684

-34-

  • 1) The Group chose to classify the securities investments which are strategic investments as financial assets at fair value through other comprehensive profit and loss. The fair values of these investments as at December 31, 2021 and 2020 were $7,328 and $6,684 respectively.

  • 2) In 2020, due to strategic investment adjustment, the Group sold securities investments with a fair value of $5,264, and the accumulated disposal benefits were transferred to retained earnings of $1,861.

  • 3) Financial assets at fair value through other comprehensive income are recognized as profit or loss, and comprehensive income:

.
Financial instruments at fair value through other
comprehensive income
Changes of fair value recognized in other
comprehensive income
Due to delisting, cumulative profit or loss is
f
d
d
l
2021 2020
$ 644 $ 1,581
$- $1,861
  • 4) For Information of credit risk about financial instruments at fair value through other comprehensive income, please refer to Note 12 (b).

  • h. Equity method is adopted for investment

Zhejiang Guyue Longshan Electronic Technology
Development Co., Ltd.
December 31, 2021 December 31, 2020
$189,301 $180,021
  • 1) Associated enterprise

  • a) Basic information about the Group's major associated enterprise:

Company name Main place of
business
% % Nature of
relation
Measurement
method
December 31,
2021
December 31,
2020
Zhejiang Guyue
Longshan Electronic
Technology
Development Co.,
Ltd.
Chinese
Mainland
46% 46% Associated
enterprise
Equity
method

-35-

  • b) Financial information summary of the Group's key associated enterprise: Balance Sheets

Zhejiang Guyue Longshan Electronic Technology Development Co., Ltd.

Development Co., Ltd.
Current assets
Non-current assets
Current liabilities
Total net assets
Share in associated enterprise's net
assets
Book value in associated enterprise
December31,2021 December31,2020
$ 374,378
108,250
( 71,105)
$ 361,112
100,053
( 69,816)
$411,523 $ 391,349
$ 189,301 $ 180,021
$ 189,301 $ 180,021

Statements of Comprehensive Income

Revenue
Total comprehensive income for the
period
Share of recognized comprehensive
income
Zhejiang Guyue Longshan Electronic Technology
Development Co., Ltd.
Zhejiang Guyue Longshan Electronic Technology
Development Co., Ltd.
2021 2020
$ 274,999 $ 245,679
$ 67,126 $ 52,643
$ 30,878 $24,216
  • 2) The Group's investment interests recognized under the equity method in 2021 and 2020 were $30,878 and $24,216 respectively.

  • 3) The Group received dividends from related companies in 2021 and 2020 of $20,564 and $0 respectively.

-36-

i. Property, plant and equipment

January 1, 2021
Cost
Accumulated depreciation and
impairment
2021
January 1
Add
Punishment
Depreciation expense
December 31
December 31, 2021
Cost
Accumulated depreciation and
impairment
January 1, 2020
Cost
Accumulated depreciation and
impairment
2020
January 1
Add
Reclassification
Depreciation expense
December 31
December 31, 2020
Cost
Accumulated depreciation and
impairment
Land Houses and
buildings
Machinery
equipment
Others Total
$ 71,394
-
$ 67,286
( 25,577)
$ 435
( 396)
$ 24,486
( 19,927)
$163,601
( 45,900)
$ 71,394 $ 41,709 $ 39 $ 4,559 $117,701
$ 71,394
-
-
-
$ 41,709
-
-
( 1,457)
$ 39
-
-
( 39)
$ 4,559
1,683
( 640)
( 1,753)
$117,701
1,683
( 640)
( 3,249)
$ 71,394 $ 40,252 $- $ 3,849 $115,495
$ 71,394
-
$ 67,286
( 27,034)
$ 435
( 435)
$ 23,802
( 19,953)
$162,917
( 47,422)
$ 71,394 $ 40,252 $- $ 3,849 $115,495
Land Houses and
buildings
Machinery
equipment
Others Total
$122,920
-
$ 80,478
( 34,929)
$ 618
( 514)
$ 24,586
( 19,362)
$228,602
( 54,805)
$122,920 $45,549 $104 $ 5,224 $173,797
$122,920
-
( 51,526)
-
$ 45,549
112
( 2,508)
( 1,444)
$ 104
-
-
( 65)
$ 5,224
1,514
-
( 2,179)
$173,797
1,626
( 54,034)
( 3,688)
$ 71,394 $ 41,709 $ 39 $ 4,559 $117,701
$ 71,394
-
$ 67,286
( 25,577)
$ 435
( 396)
$ 24,486
( 19,927)
$163,601
( 45,900)
$ 71,394 $ 41,709 $ 39 $ 4,559 $117,701

-37-

  • 1) Property, plant and equipment do not have the capitalization of interest in 2021 and 2020.

  • 2) In 2020, the Group turns some property, plant and equipment ($65,877) depending on nature to investment property in accounts.

  • 3) For transfer to property, plant and equipment in 2020, please refer to Note 6 (j) 4.

  • 4) For information about guarantee with property, plant and equipment, please refer to Note 8.

j. Investment property

January 1
Land
Houses and buildings
Cumulative depreciation
January 1
Reclassification
Depreciation expense
December 31
December 31
Land
Houses and buildings
Cumulative depreciation
December31,2021 December31,2020
$ 55,380
24,584
(14,294)
$ 3,855
15,426
( 7,163)
$ 65,670 $ 12,118
$ 65,670
-
( 411)
$ 12,118
54,034
( 482)
$ 65,259 $ 65,670
$ 55,380
24,584
( 14,705)
$ 55,380
24,584
( 14,294)
$ 65,259 $ 65,670
  • 1) Rental income and direct operation cost of investment properties
Rental income of investment properties
Direct operating expenses incurred by
investment properties that generate rental
income in the current period
2021 2020
$1,831 $1,231
$411 $482

The rental income recognized by the Group based on operating lease contracts are all fixed lease payments.

-38-

  - 1) The fair values of the investment properties held by the Group on December 31, 2021 and 2020 were $102,327 and $99,520, which were based on the evaluation results of independent appraisal experts, which adopted the income method. It is estimated based on the difference of its reconstruction cost, nature of use, current state of use, use efficiency, maintenance, depreciation and other factors.
  • 2) For transfer to investment property in 2020, please refer to Note 6 (i) 2.

  • 3) In 2020, the Group turns some investment properties ($11,843) depending on nature to property, plant and equipment in accounts.

  • 4) For information about guarantee with property, plant and equipment, please refer to Note 8.

  • k. Short-term loan

Nature of loan December31,2021 Interestraterange
Collateral
Bank loan
Guaranteed loan
Credit loan
Nature of loan
$ 125,000
238,026
1.41%-1.95%
"
Interest rate range
Pledged time deposits, special
accounts for repayment, inventories,
land, buildings and buildings (listed
property, plant and equipment and
investment property) and treasury
shares
None

Collateral
$ 363,026
December 31, 2020
Bank loan
Guaranteed loan
Credit loan
$ 445,917
595,354
1%-2.45%
"
Pledged time deposits, special
accounts for repayment, inventories,
land, buildings and buildings (listed
property, plant and equipment and
investment property) and treasury
shares
None
$1,041,271

For guarantee on short-term loan, please refer to Note 8.

  • l. Short-term notes and bills payable
Commercial promissory notes payable
Interest rate range
December 31, 2021 December 31, 2020
$ 140,000 $ 105,000
0.44%-0.55% 0.42%-0.8%
  • 1) Short-term notes and bills payable do not involve guarantee in 2021

-39-

  • 2) Short-term notes and bills payable are issued by financial instruments under guarantee in 2020; for guarantee, please refer to Note 8.

  • m. Accounts payable

Engineering fund
Others
December31,2021 December31,2020
$ 366,104
18,529
$ 466,362
29,705
$ 384,633 $ 496,067

n. Other current liabilities

Advance collection of down payment for industry
zone sold
Others
December 31, 2021 December 31, 2020
$ 1,470,905
177,712
$ 1,046,789
80,712
$ 1,648,617 $ 1,127,501

The deposit received in advance for the sale of the industrial zone and the deposit for the sale of the land are entrusted by the Chiayi County Government to the Company for the "entrusted development, sale and management case of Chiayi County Machouhou industrial Park Phase I" and "entrusted development, sale, and management case of a later stage of Chiayi County Machouhou industrial Park Phase I." When the land is sold by auction, the land deposit that the external company has won the bid will be charged accordingly for the land development fee. Please refer to Note 6 (c) for details.

o. Payable company bonds

Payable company bonds
Minus: Discount price of payable company bonds
Minus: Due within one year or one operating cycle,
or exercise of company bonds' redemption right
December 31, 2021 December 31, 2020
$ 500,000
( 2,919)
$ 500,000
( 1,043)
497,081
-
498,957
( 498,957)
$497,081 $-
  • 1) The Company has been approved by the competent authority to raise and issue the first domestic secured ordinary corporate bonds in 2016. The total amount issued is $500,000, the coupon rate is 1.15%, and the issuance period is 5 years. The listing and trading period of the securities OTC trading center is from November 11, 2016 to November 11, 2021. The Company's bonds were paid off by one-off principal repayment and have been paid off in 2021 when due.

-40-

  • 2) The Company has been approved by the competent authority to raise and issue the first domestic secured ordinary corporate bonds in 2021. The total amount issued is $500,000, the coupon rate is 0.56%, and the issuance period is 5 years. The listing and trading period of the securities OTC trading center is from November 9, 2021 to November 9, 2026. The Company's bonds were paid of one-off principal repayment when due.

  • 3) Aforesaid company bonds payable are issued by financial instruments under guarantee; for guarantee, please refer to Note 8.

  • p. Long-term loan

for guarantee,
p. Long-term loan
please refer to Note 8.
Nature of loan Borrowing period and repayment
method
Interest
rate
range
Collateral December 31, 2021
Bank credit loan
The Shanghai Commercial
& Savings Bank, Ltd.
Monthly payment of interests from
October 20, 2021 to July 20, 2023
Taiwan middle and small-
sized enterprise banks
Monthly payment of interests from
May 15, 2020 to May 15, 2023,
and monthly payment of principal
from May 13, 2021
Taiwan middle and small-
sized enterprise banks
Monthly payment of interests from
May 15, 2020 to May 15, 2023,
and monthly payment of principal
from May 13, 2021
Hua Nan Commercial Bank,
Ltd.
Monthly payment of interests and
principal August 20, 2020 to
August 20, 2023
Taichung Commercial Bank Monthly payment of interests from
September 14, 2021 to March 22,
2024
Taiwan Cooperative Bank
Monthly payment of interests from
April 13, 2020 to February 12,
2026
Taiwan middle and small-
sized enterprise banks
Monthly payment of interests from
April 13, 2020 to February 12,
2026
Chang Hwa Bank
Monthly payment of interests from
April 13, 2020 to February 12,
2026
Agricultural Bank of
Taiwan
Monthly payment of interests from
April 13, 2020 to February 12,
2026
Hua Nan Commercial Bank,
Ltd.
Monthly payment of interests from
April 13, 2020 to February 12,
2026
Land Bank of Taiwan
Monthly payment of interests from
April 13, 2020 to February 12,
2026
Minus: Long-term loan due within one year or one operating
cycle
1.75%
1.85%
1.85%
1.95%
1.85%
3.17%
3.17%
3.17%
3.17%
3.17%
3.17%
None
"
"
"
"
"
"
"
"
"
"
$ 69,909
3,542
7,083
11,111
54,000
472,410
349,520
349,520
231,400
115,690
115,690
1,779,875
( 1,772,306)
$ 7,569

-41-

Nature of loan Borrowing period and repayment
method
Interest
rate
range
Collatera
l
December 31, 2020
$ 38,700
5,000
10,000
17,778
227,830
168,580
168,580
111,610
55,790
55,790
859,658
( 833,547)
$26,111
Bank credit loan
The Shanghai Commercial
& Savings Bank, Ltd.
Monthly payment of interests from
June 12, 2019 to March 1, 2021
Taiwan middle and small-
sized enterprise banks
Monthly payment of interests from
May 14, 2020 to May 14, 2023
Taiwan middle and small-
sized enterprise banks
Monthly payment of interests from
May 14, 2020 to May 14, 2023
Hua Nan Commercial
Bank, Ltd.
Monthly payment of interests from
August 20, 2020 to August 20, 2023
Taiwan Cooperative Bank Monthly payment of interests from
April 13, 2020 to February 12, 2026
Taiwan middle and small-
sized enterprise banks
Monthly payment of interests from
April 13, 2020 to February 12, 2026
Chang Hwa Bank
Monthly payment of interests from
April 13, 2020 to February 12, 2026
Agricultural Bank of
Taiwan
Monthly payment of interests from
April 13, 2020 to February 12, 2026
Hua Nan Commercial
Bank, Ltd.
Monthly payment of interests from
April 13, 2020 to February 12, 2026
Land Bank of Taiwan
Monthly payment of interests from
April 13, 2020 to February 12, 2026
Minus: Long-term loan mature within one year or one business
cycle
1.75%
1.11%-
1.85%
1.95%
1.95%
3.17%
3.17%
3.17%
3.17%
3.17%
3.17%
None
"
"
"
"
"
"
"
"
"

In October 2019, the Company signed a joint credit agreement with the Cooperative Bank Commercial Bank Co., Ltd., Chang Hwa Commercial Bank Co., Ltd., Taiwan Small and Medium Enterprise Bank Co., Ltd. for the purpose of execution funds for the "late stage entrusted development, sale and management of Ma Chohou Industrial Park in Chiayi County" signed in October 2018. The total credit limit is $6,780,000 (including the guaranteed limit of $780,000 and the loan limit of $6,000,000). The main credit period is 6

-42-

years from the date of first use. As of December 31, 2021, the Company has used the performance guarantee amount of $775,800 and the loan amount of $1,634,230. President of the Company agrees, on personal behalf, to be joint guarantor of this credit line case. When this credit line case exists, the Company mainly undertakes to promise as follows:

  • 1) Financial ratios in annual consolidated financial statement should be maintained as follows:

Tangible equity: After deduction of intangible assets, stockholders' equity shall not be lower than NT$2.5 billion.

  • 2) Within 2 years from the first use day of this development project, it should complete the first notice for sale or registration.

  • 3) Within 2 years from the first notice for sale or registration, sales rate shall reach 25% (inclusive).

  • 4) Within 3 years from the first notice for sale or registration, sales rate shall reach 35% (inclusive).

  • 5) During the existence of this credit case, if there is an advance from a shareholder, the Company shall obtain a consent letter signed by the shareholder, agreeing that the shareholder shall not be repaid until the credit case is fully paid, and the interest rate shall not be higher than this credit extension. The loan interest rate at the time of the case or later, unless the advance is converted into a capital company.

The Group didn't break aforesaid promises in 2021 and 2020.

q. Pension

Confirmation of allocation plan

  • 1) Since July 1, 2005, the Company and its domestic subsidiaries have formulated a retirement method with certain contributions in accordance with the "Labor Pension Regulations", which are applicable to employees of their own nationalities. For employees who choose to apply the labour pension system stipulated in the "Labor Pension Regulations", the Company and its domestic subsidiaries pay the labour pension at 6% of the salary to the employee's personal account of the Bureau of Labor Insurance. The payment of the employee pension is based on the employee. The individual pension account and the amount of accumulated income are collected in the form of monthly pension or lump sum pension.

  • 2) In 2021 and 2020, the pension costs recognized by the Group in accordance with the above-mentioned pension plan were $8,024 and $8,664, respectively.

r. Share capital

  • 1) By December 31, 2021, the Company's nominal capital was $3,500,000, the paid-in capital was $2,287,135, and the par value per share was 10 NTD, totaling 228,714,000 shares. The adjustment of the Company's ordinary outstanding shares at the beginning and end of the period is as follows (unit: thousand shares):
January 1
Redemption of treasury stock
December 31
2021 (Note) 2020 (Note)
226,189
-
228,714
( 2,525)
226,189 226,189

Note: Not deducting the shares of subsidiaries held by parent company.

-43-

  • 2) Treasury stock

  • a) Cause and quantity of withdrawing share

Name of companies
holding share
Withdrawalcause December31,2021 December31,2021
Numberofshares Bookvalue
APEX Science &
Engineering Corp.
Subsidiary - Chang Ji
Total
Name of companies
holding share
Transfer of shares to
employees
Safeguard
stockholders' equity
Withdrawalcause
2,525,000 shares
$ 26,130
28,125,000 shares
255,837
$ 281,967
December31,2020
$ 26,130
255,837
$ 281,967
Numberofshares Bookvalue
APEX Science &
Engineering Corp.
Subsidiary - Chang Ji
Total
Transfer of shares to
employees
Safeguard
stockholders' equity
2,525,000 shares
28,125,000 shares
$ 26,130
255,837
$281,967
  • b) On March 27, 2020, the Company approved the repurchase of 6,000,000 treasury shares through board resolution. By May 29, 2020 (the expiry of the execution period), a total of 2,525,000 treasury shares were repurchased, in total $26,130.

  • c) The Securities Exchange Act stipulates that the Company's repurchase of outstanding shares shall not exceed 10% of the Company's total issued shares, and the total repurchase amount of shares shall not exceed the retained earnings plus the premium of the issued shares and the realized capital reserve amount.

  • d) The treasury stocks held by the Company shall not be pledged in accordance with the Securities Exchange Act, or enjoy the rights of shareholders before they are transferred.

  • e) According to the Securities Exchange Act, the shares transferable to employees bought back shall be transferred within five years from the date of the buyback. If not, the Company shall be deemed as not having issued shares, and shall make registration change and cancellation of shares. To maintain the Company's credit and shareholders' equity, the repurchased shares shall be subject to change registration and cancellation of the shares within six months from the date of repurchase.

  • f) For pledge and guarantee information, please refer to Note 8 (b).

-44-

s. Capital surplus

In accordance with the Company Law, the overage from the issuance of shares in excess of the par value and the receipt of the capital reserve as gifts, can be used to make up for losses, but when the Company has no accumulated losses, can be distributed in the form of new shares or cashes on the basis of former shareholding ratio. In addition, in accordance with the Securities Exchange Act, when the above-mentioned capital reserve is allocated to capital, the total annual amount of such allocation shall not exceed 10% of the paid-in capital. The Company shall not use the capital reserve to supplement the surplus even if it is still insufficient to make up for the capital loss.

t. Retained earnings

  • 1) According to these articles of association, if there is a surplus in the annual final accounts, besides paying all taxes and levies according to law, the losses of previous years should be made up for first, and later 10% should be set aside as the statutory surplus reserve. If any surplus occurs afterwards, keep it or distribute it according to resolution of shareholders’ meeting.

  • 2) The Company's policy on dividends: The Company is in the growing stage of the product life cycle. In order to coordinate the Company's long-term capital plans for sustainable management, the dividend policy adopts the residual dividend policy. According to the Company's budget plan, cash dividend shall first be reserved. If there is a remaining balance, a cash dividend shall be distributed. If the cash dividend can be distributed in the year, it shall not be lower than 5% of the total dividend amount.

  • 3) Except for making up for the Company's losses and distributing new shares or cashes in the shareholders' existing shares proportion, the statutory surplus reserve shall not be used. However, if new shares or cashes are issued, such reserve shall not exceed 25% over the paid-in capital.

  • 4) Special surplus reserve

  • a) When the Company distributes surplus, the debit balance of other equity items on the balance sheet day of the year must be set aside as a special surplus reserve before distribution. When the debit balance of other equity items is reversed, the reversal amount may be included in the surplus available for distribution.

  • b) As stipulated in JGZFZ No. 1010047490 order, the accounting treatment of the public offering company's reinvestment subsidiary holding the parent company's stock shall be handled in accordance with the provisions of Paragraph 1, Article 41 of the Securities Exchange Act. Therefore, for listed, OTCBB listed and emerging companies, because their subsidiaries do not hold parent company’s shares, their market values are lower than book values; same amounts as the differences shall be provided as per shareholding ratios, but shall not be distributed. If the market price rebounds subsequently, the listed, OTCBB listed and emerging companies may transfer the amount to the special surplus reserve in accordance with the shareholding ratio.

-45-

5) Surplus distribution

On July 20, 2021 and June 19, 2020, the Company passed the resolutions of surplus distribution plans for the year 2020 and the year 2019 at the shareholders' meeting as follows:

2020
Amount
Dividend per
share (NTD)
Statutory surplus reserve
$ 31,520
Special surplus reserve
-
Rotary
special
surplus
reserve
( 2,651)
Cash dividends
180,951
$ 0.80
Total
$ 209,820
2020 2020 2019 2019
Amount Dividend per
share (NTD)
Amount Dividend per
share (NTD)

$ 0.80
$ 17,544
9,222
-
114,357

$ 0.50
$ 209,820 $ 141,123
  • 6) On March 24, 2022, the Company’s board of directors passed the resolution on annual profit distribution plan for the year 2021. Only annual profit distribution plan for the year 2021 awaits for shareholders’ meeting to make resolution in 2022.
Statutory surplus reserve
Special surplus reserve
Cash dividends
Total
2021 2021
Amount Dividend per share
(NTD)
$ 10,274
432
56,547
$ 0.25
$ 67,253

By March 24, 2022, the above-mentioned for surplus distribution proposal for the year 2021 has not been resolved by the shareholders' meeting.

  • u. Operating revenue

  • 1) Subdivision of customer contract revenue

The Group's revenue is derived from the provision of goods and services that are gradually recognized over time and recognized at certain time points. Revenue can be broken down into the following major product lines:

2021 Sales revenue Construction
revenue
Project revenue
Service
revenue
Total
$ 561,068
3,053,676
$3,614,744
Revenue recognition
time point
Revenue
recognized at
certain time point
Revenue
recognized step
by step over time

$216,503
-
$ 344,565
-
$ -
2,850,431
$ -
203,245
$216,503 $ 344,565 $2,850,431 $ 203,245

-46-

2020 Sales revenue
Construction
revenue
Project revenue Service
revenue
Total
Revenue recognition
time point
Revenue
recognized at
certain time point
Revenue
recognized step
by step over time
$131,713
-
$2,755,094
-
$ -
2,245,136
$ -
85,648
$2,886,807
2,330,784
$131,713 $2,755,094 $2,245,136 $ 85,648 $5,217,591
  • 2) Contractual assets and contractual liabilities

  • a) The Group recognizes contractual assets and contractual liabilities related to customer contractual revenue:

Contractual assets:
Contractual assets -
Construction contract clauses
Contractual liabilities:
Contractual liabilities -
Construction contract clauses
Contractual liabilities - Sales
contract clauses
Total
December 31,
2021
December 31,
2020
January 1, 2020
$ 336,046 $ 421,497 $ 509,855
December 31,
2021
December 31,
2020
January 1, 2020
$ 141,821
-
$ 174,032
1,530
$ 263,719
318,926
$141,821 $175,562 $ 582,645
  • b) Opening contractual liabilities are recognized as revenue of the period
Opening contractual liabilities
balance is recognized as
revenue of the period
Presale contract for
construction project
2021 2020
$ 1,530 $ 302,756

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  • c) The Company undertook Taiwan CPC Corporation’s "partial replacement project of the second overseas oil unloading buoy submarine pipeline of Taoyuan refinery". The project was delayed due to irresponsible climate factors, which caused disputes between the two parties over the project payment. The disputes have been mediated by Procurement Appeal Review Committee of the Public Works Committee of the Executive Yuan, with relevant project losses recognized in 2021.

  • v. Interest income

Interest income
Bank deposit interest
Other interest income
2021 2020
$ 741
60,589
$ 953
10,888
$61,330 $11,841
  • w. Other income
Other income
Rental income
Other revenue - other
2021 2020
$ 2,101
6,024
$ 1,501
7,031
$ 8,125 $ 8,532
  • x. Other interest and loss
Other interest and loss
Investment disposal interest
Conversion loss of net foreign currency
Losses in disposing of property, plant
and equipment
Others
2021 2020
-
( 527)
( 173)
(6,784)
5,477
( 357)
-
(1,974)
($7,484) $3,146
  • y. Finance costs
Finance costs
Interest expense:
Bank loan
Payment of interests for company
bonds
Discounted amortization of company
bonds
Others
Minus: Capitalized amount of assets
meeting requirements
Industry park interest repayment
Finance costs
2021 2020

$ 29,901

5,766

1,250

44
( 4,953)
( 6,275)
$ 61,641
5,330
1,125
187
-
( 46,622)
$ 21,661
$ 25,733

-48-

z. Additional information about expense nature

Employee benefit expenses
Depreciation expense (inclusive of
investment property)
Depreciation expense of right-of-use
assets
Amortization cost
Amortization cost of right-of-use assets
Employee benefit expenses
Depreciation expense (inclusive of
investment property)
Depreciation expense of right-of-use
assets
Amortization cost
Amortization cost of right-of-use assets
2021
Belong to
operating costs
Belong to
operating expenses
Total
$ 125,881
203
-
3
-
$ 75,724
3,457
4,850
1,390
139
2020
$ 201,605
3,660
4,850
1,393
139
Belong to
operating costs
Belong to
operating expenses
Total
$ 137,207
383
-
9
-
$ 93,426
3,787
950
1,704
70
$ 230,633
4,170
950
1,713
70

aa. Employee benefit expenses

Employee benefit expenses
Salary
Labour expense
Pension
Other labour expense
2021
Belong to
operating costs
Belong to
operating expenses
Total
$ 105,973
10,201
5,531
4,176
$ 65,400
5,676
2,493
2,155
$ 171,373
15,877
8,024
6,331
$125,881 $ 75,724 $201,605
  • 1) According to these articles of association, the Company deducts accumulative losses based on the profits of the current year. If there is also balance afterwards, the Company shall allocate employee remuneration 8%, but director remuneration not greater than 2%.

  • 2) In 2021 and 2020, the estimated amounts of employee remuneration of the Company were $11,693 and $26,707 respectively; the estimated amounts of director remuneration

-49-

were $2,923 and $6,677 respectively; aforesaid amounts were recorded as salary expenses.

In 2021, depending on the year's profits, 8% and 2% are estimated and recorded respectively. The resolution of the Board of Directors decided that the actual allotment amounts were $11,693 and $2,923, of which employee remuneration was paid in cash.

The employee remuneration $26,707 and the director remuneration $6,677 approved by the Board of Directors for the year 2020 are consistent with the amounts recognized in the annual report for the year 2020.

Information on employee remuneration and director remuneration approved by the Company's Board of Directors can be viewed on Market Observation Post System.

  • 3) By December 31, 2021 and 2020, the Company’s number of employees were 204 and 224 respectively, of which the number of directors who were not concurrently employees was 5.

bb. Income tax

  • 1) Income tax expense (interest) Components of income tax expense (interest)
Income tax for the period:
Income tax from gains of current period
Undistributed surplus tax
Underestimate (overestimate) number of income
of previous years
Total income tax for the period
Deferred income tax:
Original generation and return of temporary
difference
Income tax expense (interest)
2021 2020
$ 5,281
5,502

200
$ 1,765
2,701
1,942
10,983 6,408
22,158 ( 20,535)
$ 33,141 ($14,127)
  • 2) Relationship of income tax expense (interest) with accounting profit
Calculation of income tax of pre-tax net profit at
statutory tax rate (Note)
To-be-eliminated expenses and tax-exempted
income as per tax law
Land VAT
Temporary difference not recognized as deferred
income tax assets
Tax loss not recognized as deferred income tax
assets
Deferred income tax assets' realizable evaluation
changes
Undistributed surplus tax
Underestimate number of income of previous
years
Income tax expense (interest)
2021 2020

$ 34,296
( 17,879)
4,874

3
3,978

2,167
5,502
200
$ 63,964
( 118,904)
1,766
( 1,254)
( 34,895)
72,032
2,701
463
$ 33,141 ($ 14,127)

-50-

Note: The basis of the applicable tax rate is the tax rate applicable to the income of the relevant country.

  • 3) The amounts of each deferred income tax asset or liability arising from temporary differences and tax losses are as follows:
Temporary difference:
- Deferred income tax assets:
Unrealized bad debt loss
$ Loss on price drop and dull of
unrealized inventories

Capitalization of deferred
interest

Unrealized foreign investment
loss

Unrealized impairment loss

Deferred recognition expense

Loss offset

Subtotal

- Deferred income tax liabilities:
Conversion difference of
foreign operating agency
(
Unrealized foreign investment
profit
(
Subtotal
(
Total
$
2021
January 1 Recognized as
profit or loss
Recognized as
other
comprehensive
net income
December 31
$





677
1,729
317
317
84
49
121,948
$ -
-
( 317)
-
-
(11,404)
$ -
-
-
-
-
-
-
$ 677
1,729
-
317
84
49
110,544
125,121 (11,721) - 113,400
3,136)
11,780)
-
(10,437)
-
-
(
(
3,136)
22,217)
( 14,916) ( 10,437) - ( 25,353)
$ 110,205 ($22,158) $- $88,047

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January 1
Temporary difference:
- Deferred income tax assets:
Unrealized bad debt loss
$ 677
Loss on price drop and dull of
unrealized inventories
2,004
Capitalization of deferred
interest
476
Unrealized foreign investment
loss
4,205
Unrealized impairment loss
84
Deferred recognition expense
7,401
Loss offset
92,496
Subtotal
107,343
- Deferred income tax liabilities:
Unrealized conversion profit
( 151)
Conversion difference of
foreign operating agency
( 3,136)
Unrealized foreign investment
profit
( 11,229)
Subtotal
( 14,516)
Total
$ 92,827
2020
January 1 Recognized as
profit or loss

Recognized as
other
comprehensive
net income
December 31
$ 677
2,004
476

4,205
84
7,401
92,496
$ -
( 275)
( 159)
( 3,888)
-
( 7,352)
29,452
$ -
-
-
-
-
-
-
$ 677
1,729
317
317
84
49
121,948
107,343 17,778 - 125,121
151
-
( 551)
-
-
-
-
( 3,136)
( 11,780)
( 14,516) ( 400) - ( 14,916)
$ 92,827 $ 17,378 $- $ 110,205
  • 4) The effective period of the Group's unused tax losses and the relevant amounts of unrecognized deferred income tax assets are as follows:
December 31,2021
Occurrence year Declared/Authori
zed number
Amount without
deduction
Unrecognized
deferred income tax
assets
Last deduction year
2012
2013
2014
2015
2016
2018
2020
2021
$ 47,167
131,026
47,655
37,887
10,737
165,745
193,493
19,892

$ -

115,268

47,655

37,887

10,737

172,219

187,454

19,892

$ -

-

-

-

-

-

12,105

19,892
2022
2023
2024
2025
2026
2028
2030
2031
$ 653,602 $ 591,112 $ 31,997

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December 31, 2020

December 31, 2020
Occurrence year Declared/Authori
zed number
Amount without
deduction
Unrecognized
deferred income tax
assets
Last deduction year
2012
2013
2014
2015
2016
2018
2020
$ 47,167
131,026
47,655
37,887
10,737
179,615
337,524

$ 47,167

131,026

47,655

37,887

10,737

172,219

337,524

$ -

-

-

-

-

-

174,476
2022
2023
2024
2025
2026
2028
2030
$ 791,611
$ 784,215

$ 174,476
  • 5) Deductible temporary differences not recognized as deferred income tax assets:
Deductible temporary differences December 31, 2021 December 31, 2020
$ 6,311 $ 6,311
  • 6) The income tax settlement and declaration of the profit of the Company and its subsidiary - CHANG JI Company, have been approved by the tax collection authority until the year 2019. The income tax settlement and declaration of the profit of the Company's subsidiary - Hsin Ting Company have been approved by the tax collection authority to the year 2020.

  • cc. Earnings per share

Basic earnings per share
Net profit of current period belong to
parent company
Dilution of earnings per share
Influence of potential ordinary shares
with dilution effect
Employee dividends
Net profit of current period belong to
parent company's ordinary share
holders, plus potential ordinary shares
2021
After-tax amount
Weighted average
number of
outstanding shares
(thousand shares)
Earnings per
share (NTD)
$ 102,741
-

198,064
1,528

$ 0.52


$ 0.51
$ 102,741 199,592

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Basic earnings per share
Net profit of current period belong to
parent company
Dilution of earnings per share
Influence of potential ordinary shares
with dilution effect
Employee dividends
Net profit of current period belong to
parent company's ordinary share
holders, plus potential ordinary shares
2020 Earnings per
share (NTD)

$ 1.59


$ 1.57
After-tax amount
Weighted average
number of
outstanding shares
(thousand shares)
$ 315,653
-

198,925
2,468
$ 315,653 201,393
  • dd. Transaction with non-controlling interests

Additional interests of acquiring subsidiaries

The Company purchased 2,960,000 shares held by employees of CHANG JI CONSTRUCTION CO., LTD. in cash at $34,260 in 2020. The book value of non-controlling interests of CHANG JI CONSTRUCTION CO., LTD. on the acquisition date was $36,121. The transaction reduced non-controlling interests by $36,121 and the equity attributable to owners of the parent company went up by $1,861. The impact of changes in the equity of CHANG JI CONSTRUCTION CO., LTD. in 2020 on the owners' equity belonging to parent company is as follows:

2021
Book value of purchasing non-
controlling interests
$ -
Consideration of paying for non-
controlling interests
-
Capital surplus - difference between price
of obtaining subsidiary's shares actually
and book value
$-
2021 2020
$ -
-
$ 36,121
( 34,260)
$ 1,861

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ee. Changes of liabilities from financing activities

January 1, 2021
Changes of financing
cash flow
Other non-cash
changes
December 31, 2021
Short-term loan Short-term notes
and bills payable
Long-term loan
(inclusive of long-
term loan due
within one year or
one business cycle)

Payable
company bonds
(inclusive of
company bonds
mature within
one year or one
business cycle)
Total liabilities
from financing
activities
2,504,886

276,972
( 1,876)

$ 2,779,982
$ 1,041,271

( 678,245)
-
$ 105,000

35,000

-
$ 859,658

920,217

-

$ 498,957

-
( 1,876)
$ 363,026 $ 140,000
$ 1,779,875

$ 497,081
Short-term loan
January 1, 2020
$1,078,961
Changes of financing
cash flow
( 37,690)
Other non-cash
changes
-
December 31, 2020
$1,041,271
Short-term loan Short-term notes
and bills payable
Long-term loan
(inclusive of long-
term loan due
within one year or
one business cycle)
Payable
company bonds
(inclusive of
company bonds
mature within
one year or one
business cycle)
Total liabilities
from financing
activities

$3,045,068
( 541,432)
1,250
$2,504,886

1,386,400
(1,281,400)
-
$ 82,000
777,658
-

$497,707

-

1,250
$1,041,271
$ 105,000

$ 859,658
$498,957

7. Transactions of interested parties

a. Major transactions with interested parties

Company name
Leishi International Development Co., Ltd.
Relationship with the Company
President is the Company's president

b. Transaction with interested parties

1) Operating revenue

Project revenue
Associated enterprise
2021 2020
$ 121,626 $ 35,552

There is no material difference between the transaction price and payment terms of construction income, and those who are not interested parties.

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2) Receivable amount of interested parties

Accounts receivable
Associated enterprise
December31,2021 December31,2020
$23,982 $-

c. Remuneration of key managements

Salary and other short-term employee benefit
Benefit after retirement
Total
2021 2020
$ 25,383
477
$ 39,149
584
$ 25,860 $ 39,733

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8. Assets in pledge

  • a. The details of the guarantee provided for the assets of the Group are as follows:
Asset item Book value Guarantee purpose
December 31,
2021
December 31,
2020
Inventories - Property for
sale
Other current assets
- Pledged deposit
- Allowance for special
account
- Special account for trust
- Joint construction
deposit, project deposit
and bid bond
Property, plant and
equipment
Investment property
Other non-current liabilities
-Refundable deposits
- Allowance for special
account
$ -
192,728
244,290

1,359,799
36,522
96,913
65,259

14,959
151,736

$ 286,575

24,305

519,591

841,911

438,042

111,253

65,670

14,056

-
Guarantee for bank
financing limit and
guarantee for short-term
notes payable
Project bond, performance
bond and bank financing
limit guarantee
Performance bond, bank
financing limit guarantee
and payable company bonds
Performance bond
Joint construction
performance bond, project
deposit and bid bond
Guarantee for bank
financing limit
Guarantee for bank
financing limit
General deposit and golf
pass
Payable company bonds
$ 2,162,206
$ 2,301,403
  • b. As of December 31, 2021 and December 31, 2020, Chang Ji pledged 28,125,000 shares of the Company (“treasury stock” column) against a loan.

  • Key contingent liabilities and unrecognized contract promises

Commitments

Except Note 6 (f), the Group also has major commitments and contingencies. Specific abstracts are as follows:

  • a. Warranty

  • 1) For bid deposit, performance bond, advance payment guarantee and other construction guarantees required by the Group, the Group entrusted bank as joint and several guarantor. The Group signed entrusted warranty contracts or offered fixed deposit receipts for pledge and guarantee. By December 31, 2021, the guarantee was $1,681,852.

  • 2) By December 31, 2021, the performance bond notes issued by the Group for the sale of land at the request of buyer and project owner was $3,031,159.

  • b. By December 31, 2021, the Group has issued an unused letter of credit for the purchase of materials and equipment, with an amount of $37,426.

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  • c. By December 31, 2021, the Group has signed contract project contract, and the amount to be paid for the project in future years is $7,946,621.

  • d. By December 31, 2021, the Group has signed the land purchase contract with a price of $493,426 and without transfer and paid $450,020 in accordance with the contract.

10. Major disaster loss

No such circumstance.

11. Major subsequent events

On March 24, 2022, the Board of Directors of the Company passed the resolution on the profit distribution plan and the payment of remuneration of employees, directors and supervisors for the year 2021. Please refer to Note 6 (t) 6. and Note 6 (bb) for details.

12. Others

a. Capital management

The Group's capital management objectives are to ensure the continued operation, and maintain optimal capital structure to lower capital costs, and provide remuneration to shareholders. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Based on the debt-to-capital ratio, the Group monitors its capital. The ratio is calculated by dividing total capital by net debt. Net debt is calculated as deduction of cash and cash equivalents from total borrowings (including "current and noncurrent borrowings" reported in consolidated balance sheets). Gross capital is calculated as “equity” reported in consolidated balance sheets plus net debt.

By December 31, 2021 and 2020, the Group's debt-to-capital ratio was as follows:

Total borrowing
Minus: Cash and cash equivalents
Net liabilities
Total equity
Total capital
Debt-to-capital ratio
December31,2021 December31,2020

$ 2,504,886
(209,217)

2,295,669

3,141,092

$ 5,436,761
42.22%
$ 2,779,982
(297,603)
2,482,379
3,084,330
$ 5,566,709
44.59%

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b. Financial instrument

1) Financial instrument type

December 31, 2021
Financial assests
Investment of equity instrument specified
for financial assets at fair value through
other comprehensive income
$ 7,328
Financial assets measured after amortized
cost
Cash and cash equivalents
297,603
Notes receivable (including interested
parties)
27,490
Notes receivable
243,616
Other accounts receivable
3,383,436
Refundable deposits
14,959
Other financial assets
1,985,075
$ 5,959,507
December 31, 2021
Financial liabilities
Financial liabilities measured after
amortized cost
Short-term loan
$ 363,026
Short-term notes and bills payable
140,000
Notes payable
16,402
Accounts payable
384,633
Other accounts payable
69,654
Payable company bonds (inclusive of
company bonds mature within one year
or one business cycle)
497,081
Long-term loan (inclusive of long-term
loan due within one year or one
business cycle)
1,779,875
Deposits received
159,766
$ 3,410,437
December 31, 2021 December 31, 2020

$ 6,684

209,217

1,578

517,658

3,042,963

14,056
60,912
$ 5,959,507 $ 3,853,068
December 31, 2021 December 31, 2020
$ 363,026
140,000
16,402
384,633
69,654

497,081
1,779,875
159,766

$ 1,041,271

105,000

3,179

496,067

83,874

498,957

859,658
60,912
$ 3,410,437 $ 3,148,918

2) Risk management policy

The Group’s financial risks are mainly the risks associated with investing in financial instruments and the exchange rate risks of foreign currency transactions. For the financial risks of investing various financial instruments, the Group has always adopted the strictest control standards. All financial investments and operations have undergone a comprehensive assessment of their possible market

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risks, credit risks, liquidity risks and cash flow risks. The one with the least risk is the one to rely on. For exchange rate risk of foreign currency transactions, also based on policy risk management objectives, the Group aims to figure out optimized risk points and maintain appropriate liquidity points to achieve the best hedging strategy.

  • 3) Significant financial risk - Nature and degree

  • a) Market risk

Exchange rate risk

  • i. The Group involves certain non-functional currencies in business. Therefore, it is affected by important exchange rate fluctuations. The information of foreign currency assets and liabilities with significant exchange rate fluctuations is as follows:
(Foreign currency:
Functional currency)
Financial assests
Monetary item
USD: New Taiwan
Dollars
Non-monetary items
USD: New Taiwan
Dollars
Financial liabilities
Monetary item
USD: New Taiwan
Dollars
December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Foreign
currency
(thousand
NTD)
Exchang
e rate
Book value
(New Taiwan
Dollars)
Sensitivity analysis
Change
range
Influence of
profit and loss

Influence of
rights and
interests
2,969
6,839
234
27.68
27.68
27.68
$ 82,321
$189,301
$ 10,451
1%
1%
1%
$ 823
$ -
($ 105)
$ -
$1,893
$ -
(Foreign currency:
Functional currency)
Financial assets
Monetary item
USD: New Taiwan
Dollars
Non-monetary items
USD: New Taiwan
Dollars
Financial liabilities
Monetary item
USD: New Taiwan
Dollars
December 31, 2020 December 31, 2020 December 31, 2020 December 31, 2020
Foreign
currency
(thousand
NTD)
Exchang
e rate
Book value
(New Taiwan
Dollars)
Sensitivity analysis
Change
range
Influence of
profit and loss

Influence of
rights and
interests
2,177
6,330
268
28.48
28.48
28.48
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$ 62,523
$180,265
$ 7,615
1%
1%
1%
$ 625
$ -
($ 76)
$ -
$1,803
$ -
  • ii. Due to significant influence of exchange rate fluctuation, the Group recognizes aggregate amounts of all the exchange losses (including realized and unrealized) of monetary items as $527 and $357 respectively in 2021 and 2020.

Price risk

The Group's equity instruments exposed to price risk are financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income/(loss) in held column. To manage the price risk of investment in equity instruments, the Group diversifies its investment portfolio on the basis of limits set by the Group.

Interest rate risk of cash flow and fair value

The Group's interest rate risk comes from bank loan. Borrowings issued at floating interest rate expose the Group to take cash flow interest rate risk, which is partially offset by cash and cash equivalents held at floating interest rate. Borrowings issued at fixed interest rate expose the Group to fair value interest rate risk. In 2021 and 2020, the Group's borrowings at floating interest rate were priced in New Taiwan Dollars, and every time when the market interest rate goes up by 1%, the increased cash outflows were $22,829 and $20,059 respectively.

  • b) Credit risk

  • 1) Credit risk refers to the risk of financial loss to the Group due to the failure of a customer or financial instrument counterparty to meet its contractual obligations. According to the Group's internal credit policy, each operating entity within the Group must conduct management and credit risk analysis for each new customer before setting the terms and conditions for payment and delivery. Internal risk control is to assess the credit quality of customers by taking into account their financial status, past experience and other factors. Individual risk limits are set by the Board of Directors based on internal or external ratings, and used to regularly monitor credit line. The main credit risk comes from deposits made with banks and financial institutions, as well as credit risk from wholesale and retail customers, and includes uncollected accounts receivable.

  • 2) In 2021 and 2020, there was no items exceeding the credit limit, and the management did not expect any significant losses due to the counterparty's nonperformance of contracts.

  • 3) The Group uses IFRS 9 to provide the following assumptions as a basis for judging whether there is significant increase in the credit risk of financial instrument after original recognition:

When the contract payment is overdue for more than 30 days according to the agreed payment terms, it is deemed that the credit risk of the financial asset has increased significantly after the original recognition.

  • 4) The Group uses IFRS 9 to provide the following assumptions. When the contract payment is overdue for more than 90 days according to the agreed payment terms, it is deemed as contract breach.

  • 5) The Group groups accounts receivable and contract assets of customers according to the characteristics of customer type, and estimates the expected credit losses based on matrix and loss ratio method with simplification method.

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  • 6) Taiwan Institute of Economic Research's Prospect Observation Report introduced by the Group considers the forward-looking adjustment based on specific period history and current information to obtain loss ratio and estimate the allowance for loss of accounts receivable. In December 31, 2020 and 2021, matrix and loss ratio method with is as follows:
December 31, 2021
Expected loss ratio
Total book value
Allowance for loss
December 31, 2020
Expected loss ratio
Total book value
Allowance for loss
No overdue Overdue for 1 to
120 days
Overdue for 121
days and above
Total
0%~4.26%
$ 263,154
113
No overdue
4.26%~74.08%
$ 3,766
179
Overdue for 1 to
120 days
74.08%~100%
$ 3,741
2,771
Overdue for 121
days and above

$ 270,661
3,063
Total
0%-2.44%
$ 517,243
37
2.44%-80.45%
$ 1,779
1,327
80.45%-100%
$ 5,653
5,653

$ 524,675
7,017
  • 7) The Group's simplified bills receivables and changes in allowances for accounts receivables are as follows:
January 1
Impairment loss record
Amounts written off due to
failure to get back
December 31
2021 2021
Accounts receivable Notes receivable
$ 7,017
97
( 4,051)

$ -

-
-
$ 3,063
$-
January 1
Impairment loss record
December 31
2020 2020
Accounts receivable Notes receivable
$ 4,918
2,099
$ -
-
$ 7,017 $-

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  • c) Liquidity risk

  • i. Cash flow projection is executed by operating individuals in the Group, and summarized by the Group's financial department. The Group’s Finance Department monitors the Group's current funds demand forecast to ensure that the Group has sufficient funds to meet its operational needs, and maintains sufficient but unpaid borrowing commitment limit at all times, so that the Group does not violate the relevant borrowing limits or terms. Such forecast takes into account the Group's debt financing plan, compliance with debt terms, compliance with financial ratio targets on the internal statements of balance sheets, and the requirements of external regulatory laws and regulations.

  • ii. Details of borrowing limit not used by the Group:

Mature within a year
Mature for over a year
December31,2021 December31,2020
$ 1,439,171
4,365,770

$ 1,680,296
5,211,820
$ 5,804,941
$ 6,892,116

By the end of December 31, 2021 and 2020, in the Group's unutilized borrowing limit mature for more than one year, $4,365,770 and $5,211,820 are loan limits in execution of “Chiayi County Machouhou Industry Park Development Project” respectively as described in Note 6 (p).

  • iii. The following table shows the Group's non-derivative financial liabilities, which are grouped by relevant due dates, and analyzed based on the remaining period from the balance sheets statement day to the contractual maturity date. Contract cash flow presented in the following table is non-discounted amount.

Non-derivative financial liabilities:

Non-derivative financial liabilities:
December 31, 2021
Within 1 year
Short-term loan
$ 366,911
Short-term notes and bills payable
140,000
Notes payable
13,021
Accounts payable
241,093
Other accounts payable
69,654
Rental liabilities
9,106
Payable company bonds (inclusive of
company bonds mature within one
year or one business cycle)
3,985
Long-term loan (inclusive of long-
term loan due within one year or one
business cycle)
16,809
Deposits received
155,703
Within 1 year 1 to 5 years
$ -
-
3,381
143,540
-
4,050
515,470
1,900,795
4,063

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Non-derivative financial liabilities:

Non-derivative financial liabilities:
December 31, 2020
Within 1year
Short-term loan
$ 1,047,294
Short-term notes and bills payable
105,000
Notes payable
3,179
Accounts payable
281,346
Other accounts payable
83,613
Rental liabilities
1,578
Payable company bonds (inclusive of
company bonds mature within one
year or one business cycle)
506,004
Long-term loan (inclusive of long-
term loan due within one year or one
business cycle)
45,478
Deposits received
-
Within 1year 1to 5 years
$ -
-
-
214,713
-
4,477
-
938,257
60,912

c. Fair value information

  • 1) The levels of evaluation techniques used to measure the fair value of financial and nonfinancial instruments are defined as follows:

  • Level 1: Market prices (unadjusted) that enterprises could obtain identical assets or liabilities over active markets on the measurement date. Active market is where transactions of assets or liabilities occur with sufficient frequency and volume,which provide pricing information on an ongoing basis. Fair value of shares and beneficiary certificates of listed/OTCBB listed invested by the Group falls into the scope.

  • Level 2: Assets or liabilities' directly or indirectly observable input values, but excluding prices of level 1.

  • Level 3: Assets or liabilities' unobservable input values. Equity instruments invested by the Group over inactive market fall into this range.

  • 2) For fair values of investment property measured with costs, please refer to Note 6 (j).

  • 3) Financial instruments measured at fair value

The Group's book values of cash and cash equivalents, notes receivable, accounts receivable, other receivables, short-term loans, notes payable, accounts payable and other accounts payable are reasonable approximations of fair values.

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  • 4) Financial and non-financial instruments measured at fair value; the Group makes classification depending on the nature, characteristics and risks of assets and liabilities and the basis of fair value level. The relevant information is as follows:

  • a) The Group is classified by nature of assets and liabilities. Relevant information is:

December 31, 2021
Assets
Repeatable fair value
Equity securities of
financial assets at fair
value through other
comprehensive
income
December 31, 2020
Assets
Repeatable fair value
Equity securities of
financial assets at fair
value through other
comprehensive
income
Level 1 Level 2 Level 3 Total
$ - $ - $ 7,328
$
7,328
Level 1 Level 2 Level 3 Total

$
- $ - $ 6,684
$
6,684
  • b) Methods and assumptions that the Group use to measure fair value are described as follows:

  • i. The Group adopts the market prices as the input values of fair values (i.e. level 1), which are sorted depending on the characteristics of the instruments as follows:

Shares of listed (OTCBB listed) companies Open-end fund Market prices Closing price Net worth

  • ii. Except financial instruments of aforesaid active markets, other financial instruments’ fair values have been obtained with evaluation technique or by referring to counterparties’ quotations. The fair values obtained through evaluation techniques may refer to current fair values of other financial instruments with substantially similar conditions and characteristics, discounted cash flow method or other evaluation techniques, including the use of models for calculation based on market information available on the consolidated balance sheet day (for example, OTCBB center referred to yield curve, and Reuters average quotation for commercial promissory note rate).

  • iii. When evaluating non-standardized and less complex financial instruments, such as debt instruments in inactive market, interest rate swap contracts,

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foreign exchange contracts and options, the Group employed evaluation techniques that are widely used by market participants. Parameters used for such financial instrument's evaluation model are generally observable information over the market.

  • 5) No transfer between level 1 and level 2 in 2021 and 2020.

  • 6) The following are third-grade changes in 2021 and 2020:

January 1
Profit or loss recognized in other comprehensive
income
Unrealized profit accounted for through other
comprehensive income
December 31
2021 2020
$ 6,684
644
$ 8,441
(1,757)
$ 7,328 $ 6,684
  • 7) No level 3 shift-in and shift-out in 2021 and 2020.

  • 8) For the evaluation process that the fair value is classified as level 3, the Group's financial department is responsible for the independent fair value verification of financial instruments. Adopting the data from independent source, this makes the evaluation result close to the market status, and confirms that the data source is independent, reliable, consistent with other resources and represents executive prices. Besides, regularly calibrate the evaluation model, perform retrospective test, update the input values and information required for the evaluation model, and any other necessary fair value adjustments to ensure that the evaluation results are reasonable. External appraiser is entrusted to appraise the price of Investment property

  • 9) The quantitative information about the significant unobservable input value and the sensitivity analysis of the change of the significant unobservable input value of the evaluation model used in level 3 fair value measurement items are explained as follows:

Non-derivative
equity instrument:
Venture capital
company shares'
private equity
fund investment
Non-derivative
equity instrument:
Venture capital
company shares'
private equity
fund investment
Fair value on
December 31,
2021
Evaluation
technique
Significant
unobservable
input value
Range
(weighted
average)
Relation between
input value and
fair value
N/A
Relation between
input value and
fair value
N/A
$ 7,328
Fair value on
December 31,
2020
Net asset
value method
Evaluation
technique
N/A
Significant
unobservable
input value
-
Range
(weighted
average)
$ 6,684 Net asset
value method
N/A -

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d. Other matters

During the prevalence of COVID-19 and the government's implementation of various antiepidemic measures, the Group was working normally. The assessment results show that the Group’s ability to continue operating, asset impairment or financing risk was not significantly affected.

13. Disclosure of notes

a. Relevant information of major transactions

  • 1) Loan to others: No such circumstance.

  • 2) Endorse for others: No such circumstance.

  • 3) Situation of holding marketable securities at the end of the period (excluding investment subsidiary, associated enterprise and joint venture control): Please refer to Attached table I

  • 4) Cumulative amount of buying or selling the same marketable securities reaches 0.3 billion New Taiwan dollars or over 20% of paid-in capital: No such circumstance.

  • 5) The amount of property obtained reaches 0.3 billion New Taiwan dollars or over 20% of paid-in capital: No such circumstance.

  • 6) The amount of property disposed of reaches 0.3 billion New Taiwan dollars or over 20% of paid-in capital: No such circumstance.

  • 7) The amount of interested parties purchasing and selling goods reaches 0.1 billion New Taiwan dollars or over 20% of paid-in capital: No such circumstance.

  • 8) The amount of interested parties receivable reaches 0.1 billion New Taiwan dollars or over 20% of paid-in capital: No such circumstance.

  • 9) Engage in derivative instrument transaction: No such circumstance.

  • 10) For business relations and major transaction between parent company and subsidiary and between subsidiaries, their circumstances and amounts are: Please refer to Attached table II.

  • b. Information about shift investment business

Name, region and other information of invested company (excluding invested company in Chinese Mainland): Please refer to Attached table III

  • c. Information about investment in Chinese Mainland

  • 1) Basic profile: Please refer to Attached table IV.

  • 2) Significant transactions that, directly or indirectly, through third regional business, transfers to invest in invested company in Chinese Mainland: No such circumstance.

d. Information about key shareholders

Information about key shareholders: Please refer to Attached table V.

14. Department information

  • a. General information

The management of the Group has identified departments that should be reported based on the reporting information used to make decisions, which is to evaluate performance and allocate resources from the perspective of products as a whole; at present, the Company focuses on engineering business and construction business, and the operating results of other

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products are consolidated and expressed in “other operation departments”.

The Group's base of enterprise composition and department division, and department information are measured based on that there is no significant change in the period.

b. Information about department profit and loss

Information about reporting department of main operation decision maker

2021 Engineering
Dept.
Construction
Dept.
Park
development
department
Administrativ
e support
department
Other
operation
departments
Total
Department
revenue
Net operating
profit of
department (loss)
Department
depreciation and
amortization
$2,850,431
( 117,363)
( 814)

$344,565
18,184
( 2,012)

$203,245

197,250

( 493)

$ -

( 53,827)

( 5,533)
$216,503
23,716
( 1,190)

$3,614,744

67,960
( 10,042)
2020 Engineering
Dept.
Construction
Dept.
Administrative
support
department
Other operation
departments
Total
Department
revenue
Net operating
profit of
department (loss)
Department
depreciation and
amortization
$ 2,330,784
( 45,168)
( 1,032)

$2,755,094
418,596
( 1,229)

$ -

( 76,107)
( 2,944)

$ 131,713

( 10,995)

( 1,697)

$5,217,591
286,326
( 6,902)

c. Information about adjustment of department profit and loss

The Company should report that the net operating profit (loss) of departments is consistent with the net operating profit (loss) listed in the statements of comprehensive income, so there is no need for adjustment.

d. Information about product and labour service

External customer review mainly comes from engineering and construction business. For relevant revenue balance, please see 14(b).

e. Regional information

Regional information of the Group in 2021 and 2020:

2021
Revenue
Non-current assets
Taiwan
$ 3,467,289
$ 192,135
Asia
16,502
-
Europe and America 97,541
-
Others
33,412
-
Total
$ 3,614,744
$ 192,135
2021 2021 2020 2020
Revenue Non-current assets
Revenue
Non-current assets
$ 192,135
-
-
-
$ 5,128,908
16,966
55,185
16,532
$ 205,536
-
-
-
$ 3,614,744 $ 192,135 $ 5,217,591 $ 205,536

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Non-current assets refer to property, plant and equipment, investment property and other non-current property, but excluding financial instrument and deferred income tax assets.

f. Important information about customers

Important information about customers of the Group in 2021 and 2020:

Company A
Company B
Company C
Company D
2021 2021 2020 2020
Revenue Department Revenue Department
$ 972,494
525,528
130,885
183,238
Engineering Dept.
Engineering Dept.
Engineering Dept.
Engineering Dept.
$ 662,077
399,187
301,711
195,689
Engineering Dept.
Engineering Dept.
Engineering Dept.
Engineering Dept.

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APEX SCIENCE & ENGINEERING CORP. and subsidiaries

Marketable securities held at the end (excluding the parts controlled by investment subsidiaries, associated enterprises and joint venture)

December 31, 2021

Attached table I

Unit: NT$1,000 (unless otherwise noted)

Holdingcompany
Types and names of
securities(Note 1)
Relationship with
securities issuers
(Note 2)
Ledger account
Endingterm
Remarks
(Note 4)
Number of shares
Book value(Note 3)
Percentage of
ownership
Fair value
APEX SCIENCE &
ENGINEERING
CORP.
HOLY STONE
ENTERPRISE CO.,
LTD...
-
Financial assets at fair value through
other comprehensive income- non-
current
Chang Ji
Construction Co.,
Ltd.
APEX SCIENCE &
ENGINEERING CORP.
APEX Science &
Engineering Corp.

Chang Ji
Construction Co.,
Ltd.
BIG SUN Group
-

2,648,106 $ 7,044 16.07 $ 7,044
28,124,802 302,342 12.29 302,342(Note 5)
517,789 285 0.26 285

Note 1. “marketable securities” in this sheet refers to stocks, bonds, beneficiary certificates and the marketable securities derived from the above items that fall within the scope of International Accounting Standard 9 'Financial Instruments'.

Note 2. If marketable securities issuers are not interested persons, it's not needed to fill in the column.

Note 3. If it is measured at fair value, please fill in the book balance after adjustment by fair value evaluation and deduction of accumulated impairment in column B of book value; if not measured at fair value, please fill the original acquisition cost or book value after deduction of accumulated impairment from cost after amortization.

Note 4. All marketable securities have restricted users due to the provision of guarantees, pledged loans or other agreements, and the number of guarantees or pledged shares; the shares and amounts of guarantees or pledges and the restricted use conditions shall be indicated in the column “remarks”.

Note 5. In order to acquire financing credit limit from banks, Chang Ji used its 28,125,000 shares held in the Company as a pledge guarantee by June 30, 2021.

Attachment I Page 1

APEX SCIENCE & ENGINEERING CORP. and subsidiaries

For business relations and major transaction between parent company and subsidiary and between subsidiaries, their circumstances and amounts are: Please refer to Attached table II.

December 31, 2021

Addendum II

Unit: NT$1,000 (unless otherwise noted)

Number
(Note 1)
Trader name
Transaction object
Relation to trader
(Note 2)
Transaction history
Subject
Amount
Tradingconditions
Ratio to consolidated
gross operating
revenue or total
assets(Note 3)
0
APEX SCIENCE &
ENGINEERING CORP.
Chang Ji Construction Co., Ltd.
1
1
Chang Ji Construction Co., Ltd.
APEX SCIENCE &
ENGINEERING CORP.
2
1
Chang Ji Construction Co., Ltd.
APEX SCIENCE &
ENGINEERING CORP.
2
Advance collection of
engineering fund
$ 415,036
No significant
difference from general
manufacturers
5.08
Receivable engineering
fund - already invoiced
162
No significant
difference from general
manufacturers
0.00
Project revenue
1,552
No significant
difference from general
manufacturers
0.04

Note 1. The information on the business transactions between parent company and its subsidiaries should be numbered in the serial number column. The method of filling is as follows:

  • (1) For parent company, fill 0.

  • (2) Subsidiaries are numbered sequentially starting from Arabic number 1 according to company type.

  • Note 2. There are three types of relationships with the trader, and it is sufficient to indicate the type (if it is the same transaction between the parent-subsidiary or each subsidiary, there is no need to disclose it repeatedly. For example, for transaction between parent company and subsidiary, if parent company has made disclosure, the subsidiary does not have to disclose it repeatedly; for transaction between two subsidiaries, if one subsidiary has made disclosure, the other subsidiary does not have to disclose it repeatedly:

  • (1) Parent company to parent company

  • (2) Subsidiary to parent company

  • (3) Subsidiary to subsidiary

  • Note 3. As to the calculation of the ratios of the transaction amounts to consolidated gross operating revenue or total assets, if transaction amounts are liabilities, it should be calculated by the method of closing balance in consolidated total assets; if they are profit and loss items, it should be calculated by the method that middle cumulative amount in consolidated gross trading revenue.

Note 4. The important transactions in this Attached table may be determined as to whether for presentation by the Company according to the significance principle.

Attachment II Page 1

APEX SCIENCE & ENGINEERING CORP. and subsidiaries

Relevant information about name and region of invested company (excluding invested company in Chinese Mainland)

January 1 - December 31, 2021

Attached table III

Unit: NT$1,000 (unless otherwise noted)

Original investment amount Holding at the end of the period

Current profit and loss Investment profit and
Name of investment Name of invested company Main End of the End of last of invested company loss recognized for the
company (Note 1 and 2) Region operatingitem period year Number of shares % Book value (Note 2(2)) period(Note 2(3)) Remark
APEX SCIENCE & XINDIN ENGINEERING Taiwan Engineering
$ 8,000 $ 8,000 800,000 100.00 $ 20,973 $ 6,687 $ 6,687
ENGINEERING CORP. CONSULTANTS CORP. technical
consultant,
urban update
reconstruction,
management
consultant,
other
consulting
service
APEX SCIENCE & REINFORCE ENERGY The British General
95,964 95,964 2,810,000 100.00 209,988 30,799 30,799
ENGINEERING CORP. CO.,LTD Virgin investment
Islands
APEX SCIENCE & Chang Ji Construction Co., Taiwan Construction
496,856 496,856 54,320,000 90.53 428,293 29,157 10,855
ENGINEERING CORP. Ltd. of civil and
structural
works and
water
conservancy
projects, etc.

Note 1. If a public offering company has a foreign holding company and according to local laws and regulations, the consolidated financial report is the main financial report, the disclosure of the foreign invested company may only relate to news of the holding company.

Note 2. For situations not specified in Note 1, please fill as per the following provisions:

  • (1) Columns such as “Name of invested company’, “Region’, “Main operating item’, “Original investment amount’ and “Holding at the end of the period’should be filled in based on the (public offering) Company’s reinvestment situation and each directly or indirectly controlled invested company’s re-investment in order, and indicate the relationship of each invested company with the Company (public offering) in the “remarks” column (if it is a subsidiary or a sub-subsidiary company).

  • (2) In the column “Current profit and loss of invested company’, the invested company's profit and loss amounts for the period shall be filled.

  • (3) In the second column “Investment profit and loss recognized for the period’, only profit and loss of each subsidiary for direct reinvestment recognized by this (public offering) Company, and each invested company evaluated by the equity method should be filled in, and the rest can be omitted. In filling in "current income/(loss) amount of each subsidiary listed for direct reinvestment", it should be confirmed that the amounts of profits and losses of each subsidiary for the period have included the investment profits and losses of its re-investment that should be recognized in accordance with regulations.

Attachment IIIPage 1

APEX SCIENCE & ENGINEERING CORP. and subsidiaries

Chinese Mainland Investment Information - Basic Profile

January 1 - December 31, 2021

Attached table IV

Unit: NT$1,000 (unless otherwise noted)

Name of mainland
invested company
Main operating
items
Paid-in capital
Investment
mode(Note 1)
Accumulated
investment
amount remitted
from Taiwan at
the beginning of
the current
period


Investment amount
remitted or recovered
in the currentperiod
Accumulated
investment
amount
remitted from
Taiwan at the
end of the
current
period
Current
income/(loss)
of the
invested
company
The shareholding
ratio of direct or
indirect
investment of the
company
Investment
income/(loss)
listed in the
current period
(Note 2)
Closing
investment
book value
Investment
income
remitted back
as of the
currentperiod
Remark
remitted
recovered
Zhejiang Guyue Longshan
Electronic Technology
Development Co., Ltd.
Engaged in the
production and
sales of other
LED displays
and LED
display indicator
panels
$ 197,100
2
$ 94,313
$ -
($20,564) $ 73,749
$ 67,126
46.00
$ 30,878 $ 189,301
$ 20,564 Note 2
(2) B
Cumulative investment amounts in Investment limit in Chinese
Chinese Mainland remitted from Investment limit approved by Mainland specified by Investment
Companyname Taiwan at the end of thisperiod Investment Commission,MOEA Commission,MOEA
APEX SCIENCE & $ 73,749 $ 73,749 $17,987,484
ENGINEERING CORP.

Note 1. There are 3 investment types, which can be marked:

  • (1) Directly go to Chinese Mainland to make investment

  • (2) Re-invest Chinese Mainland through a third regional company (invested through REINFORCE ENERGY CO.,LTD)

  • (3) Other method

  • Note 2. Investment profit and loss column recognized in the period:

  • (1) If in financing, there is no investment profit and loss, please specify

  • (2) Profit and loss on investment's recognition base include three following types, which shall be specified

    • A. Financial report audited by international accounting firms working with ROC Accounting Firm

    • B. Financial report checked and approved by certified auditors of Taiwan parent company

    • C. Non-significant subsidiary, financial report not checked and approved by auditors

Attachment IVPage 1

Note 3. Figures of this Attached table are listed in New Taiwan dollar

Attachment IVPage 1

APEX SCIENCE & ENGINEERING CORP. and subsidiaries

Information about key shareholders

December 31, 2021

Attached table V

Name of Major Shareholders Share
Number of shares held(Ordinaryshares)
Number of shares held(Preference shares)
Percentage of ownership
Chang Ji Construction Co., Ltd.
KUO, KUO-HUA
CHIH, CHII-GUNG
LIN, CHIEN-CHIH
28,124,802
-
12.29%
16,124,177
-
7.04%
15,547,189
-
6.79%
13,465,000
-
5.88%
  • Note 1. (1) This sheet contains information of major shareholders. On the last business day of at the end of each quarter, Jibao Company calculates the companies held by shareholders as to the total amount of ordinary shares and preference shares held by shareholders that have been registered and delivered (including treasury shares) intangibly (over 5%). As to share capital recorded in the Company's financial report and the actual number of shares recorded and delivered, there may be differences due to different calculation base.

  • (2) If aforesaid information is related to shareholders’ delivery of held shares to trust, trustees opens trust accounts for separate display. As for the insider equity declaration of shareholders holding more than 10% of the shares in accordance with the Securities Exchange Act, their shareholdings include the shares held by themselves plus the shares they delivered for trust and have the right to use the trust property, etc. Please refer to public information for insider equity declaration.

Attachment V Page 1