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ASCENT Annual Report 2021

Aug 11, 2022

51802_rns_2022-08-11_3e853459-9175-454b-b73b-cc3983999f12.pdf

Annual Report

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Stock Code: 1439

Website of the Company’s annual report

Market Observation Post System: http://mops.twse.com.tw Company’s website: https://www.chuwa.com.tw

Chuwa Wool Industry Co., (Taiwan) Ltd. 2021 Annual Report

Published May 27, 2022

  • I、 Name, job title, telephone and email of spokesperson and deputy spokesperson

Spokesperson Deputy spokesperson Name: Lo, Chien-Chang Name: (vacant) Job title: Finance and Accounting Manager Job title: Telephone: (02) 2756-6777 Telephone: E-mail: [email protected] E-mail:

  • II、 Addresses and telephone numbers of head office, branch offices, and factories

Head Office: 19F, No. 557-1, Section 4, Zhongxiao East Road, Xinyi District, Taipei City, 110 Telephone: (02) 2756-6777

Factory: None Telephone: None

  • III、 Name, address, website, and telephone number of stock registration agent

Name: Stock Agent Department, Grand Fortune Securities Co., Ltd.

Address: 6F, No. 6, Section 1, Zhongxiao West Road, Zhongzheng District, Taipei City, Taiwan 100

Website: https://www.gfortune.com.tw/ Telephone: (02) 2371-1658

  • IV、Name of certified public accountants and name, address, website and telephone of accounting firm for the most recent financial report

Certified public accountants: Hsiao, Chun-Yuan, Lin, Se-Kai

Accounting firm: PricewaterhouseCoopers Taiwan Address: 27F, No. 333, Section 1, Keelung Road, Taipei City, Taiwan 110 Website: https://www.pwc.tw/ Telephone: (02) 2729-6666

  • V、 The name of exchanges where the Company's securities are traded offshore, and the method to access the information on the offshore securities: None.

VI、Company Website: https://www.chuwa.com.tw

Table of Contents

A. Letter to Shareholders .............................................................................................................. 1 Letter to Shareholders .............................................................................................................. 1
B. Company Profile ....................................................................................................................... 4
1. Date of establishment: October 1, 1964 ............................................................................ 4
2. Company history ............................................................................................................... 4
C. Corporate Governance Report ................................................................................................ 7
1. Organization system .......................................................................................................... 7
2. Information on directors, supervisors, president, vice presidents, assistant vice
presidents, and managers of each department and branch ................................................ 8
3. Corporate Governance Practices ..................................................................................... 23
4. Information on certified public accountants’ fees ........................................................... 60
5. Information on change of accountants ............................................................................ 60
6. Chairperson, president, managers in charge of finance or accounting of the Company
who had worked at the firm of the certifying accountants or its affiliates within the
last year: N/A. ................................................................................................................. 61
7. Share transfers and share pledging by directors, supervisors, managers and
shareholders holding more than 10% equity in the past year and up to the printing
date of this annual report:............................................................................................. 61
8. Information on the relationship between any of the top ten shareholders (related
party, spouse, or kinship within the second degree): ...................................................... 63
9. The shareholding of the Company, directors, supervisors, managers, and enterprises
that are directly or indirectly controlled by the Company in the same re-invested
company: ......................................................................................................................... 63
D. Fundraising ............................................................................................................................. 64
1. Capital and shareholding ................................................................................................. 64
2. Issuance of corporate bonds: None. ................................................................................ 71
3. Issuance of preferred stocks: None. ................................................................................ 71
4. Issuance of global depositary receipts: None. ................................................................. 71
5. Exercise of employee share option plan: None. .............................................................. 71
6. Processing of the issuance of restricted share awards: None. ......................................... 71
7. Mergers, acquisitions, or issuance of new shares for acquisition of shares of other
companies: None. ............................................................................................................ 71
8. Implementation of capital allocation plan ....................................................................... 71
E. Overview of Operations ......................................................................................................... 72
1. Business activities ........................................................................................................... 72
2. Market, production, and sales ......................................................................................... 74
3. Employees ....................................................................................................................... 77
4. Environmental protection expenditure information ........................................................ 77
5. Employer-employee relations ......................................................................................... 77
6. Information communication security management ......................................................... 78
F. Overview of Financial Status ................................................................................................. 80 Overview of Financial Status ................................................................................................. 80
1. Condensed balance sheet and comprehensive income statements for the last five
years ................................................................................................................................ 80
2. Financial analysis for the past five years ........................................................................ 84
3. Supervisors’ or audit committee's review report on the most recent annual financial
report ............................................................................................................................... 89
4. Financial reports of the most recent year ........................................................................ 89
5. The most recent standalone financial report audited and attested by certified public
accountants ...................................................................................................................... 89
6. Financial turnover of the Company and its affiliates in the most recent year and as of
the publication date of the annual report ......................................................................... 89
G. Review and analysis of financial position and financial performance, and a listing of
risks .......................................................................................................................................... 90
1. Financial position ............................................................................................................ 90
2. Financial performance ..................................................................................................... 91
3. Cash flows ....................................................................................................................... 92
4. Effect of major capital spending on financial position and business operation .............. 92
5. Investment policies in the past year, respective profit or loss and main reasons,
improvement plan, and investment plan for the coming year ......................................... 92
6. Risk analysis and evaluation ........................................................................................... 93
7. Other important matters: None........................................................................................ 96
H. Special Disclosures .................................................................................................................. 97
1. Information on affiliates and subsidiaries ....................................................................... 97
2. Private placement of securities in the last year up to the date of this Annual Report:
None. ............................................................................................................................... 98
3. Holding or disposal of the Company’s shares by subsidiaries in the most recent year
and up to the publication date of the annual report: None. ............................................. 98
4. Other supplemental information: None. .......................................................................... 98
5. Corporate events with material impact on shareholders' equity or stock prices set
forth in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act
in the most recent year and up to the publication date of the annual report: None. ........ 98

A. Letter to Shareholders

Dear Shareholders,

First of all, I’d like to thank you for spending the time to read the 2021 Financial Report of Chuwa Wool Industry Co., (Taiwan) Ltd.

The consolidated revenue of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries was 78,799 thousand NT$ in 2021, a drop of 30.34% compared to 113,119 thousand NT$ in 2020.

Since the outbreak of the new coronavirus in March 2020, the global economy has suffered a major impact, and the demand for wool has significantly declined. Though the price of wool has gradually picked up from the lowest point in August 2020, there is still a gap price and the pre-pandamic price. In 2021, the Company’s wool top sale volume was 213,000 kg, a decrease of 23.2% compared to 2020.

Looking forward to 2022, though vaccinations are available for the new coronavirus, the virus continues to mutate which reduces the effectiveness of the vaccine. Also, the Russia-Ukraine war which ignited at the beginning of the year and the geopolitical conflicts had deepened the negative impact of the economy, and may delay the recovery of the global economy. The Company continues to take a cautious attitude towards the future development status. In view of the current decline in wool market demand, it will be committed to the expansion of real estate leasing and sale, and seek opportunities for diversified development.

The Company’s 2021 operating results and 2022 outlook report are as follows: 1. 2021 Business Report

  • (1) Business Plan Implementation Results:

The Company’s 2021 consolidated revenue was 78,799 thousand NT$, consolidated profit for the period was 128,274 thousand NT$ (attributable to owners of the parent), and the consolidated comprehensive loss for the period was 90,666 thousand NT$ (attributable to owners of the parent).

(2) Budget Implementation

The Company did not announce its 2021 financial forecast, and hence there

1

are no budget achievements.

(3) Financial structure and profitability

1.2021 financial gains and losses

Unit: Thousand NT$

Item Amount
Operatingrevenue 78,799
Operating costs (78,771)
Grossprofit 28
Operatingexpenses (28,155)
Operating loss (28,127)
Net
non-operating
revenues and expenses
167,403
Netprofit before tax 139,276
Net profit after tax 128,274

2. 2021 Profitability

Item 2021
Financial
structure
(%)
Debt asset ratio 21.60
Ratio of long-term capital to property,
plant and equipment
1,180,674.48
Solvency
(%)
Current ratio 261.37
Quick ratio 124.51
Interest coverage ratio 23,213.67
Profitability Return on assets(%) 4.84
Return on equity (%) 5.70
Pre-tax income to paid-in capital ratio
(%)
15.14
Netprofit margin(%) 162.79
Earningsper share(NT$) 1.39

(4) Research and Development Overview

The Company has no research and development activities and expenditure in 2021.

2

2. 2022 Business Plan and Operations Strategies

1. Expansion of real estate leasing and sales business.

2. Seek diversified development opportunities.

3. Impact of competitive, regulatory, and operating environments

In recent years, the wool market has been seriously challenged by man-made fibers, and its profit is being constantly eroded. The increasing awareness of environmental protection and labor rights, coupled with global maritime traffic jam, has led to the increasing cost of wool, which is not conducive to the development of the industry. In terms of the overall economic environment, the new coronavirus continues to mutate, seriously impacting the global supply chain. As a result, the global economy is still not able to recover to its pre-pandemic prosperity. In early 2021, the Russia-Ukraine border war resumed, igniting the great power diplomatic rivalry of the United States, Europe, Russia and China, and worsening the global economy. In light of the high certainty of the external environment, the Company will adhere to a stable and conservative business approach.

4. Future Development Strategy

In the future, besides devoting itself in the expansion of real estate leasing and sales, the Company will also actively seek and assess the opportunities in investing in other businesses other than wool products, adopting a diversification development strategy. In addition, the Company will actively participate in projects with investment values to create maximum benefits for its shareholders.

Lastly, I wish you

Great health and happiness

Chairman: Hou, Chia-Chi Manager: Liu, Hsien-Wen Accounting Manager: Lo,Chien-Chang

3

B. Company Profile

  1. Date of establishment: October 1, 1964
2. Company history
1964 October Chuwa Wool was established, and a piece of land was purchased and
a factory built in Liudu Industry Park, Keelung City, to manufacture
wool tops and carbonized wool.
The Company was set up with a capital of NT$15,000,000.
1965 April Officially put into operation
1968 April Conducted a capital increase of NT$7,500,000, and the accumulated
paid-in capital amounted to NT$22,500,000.
1961 April Products exported to Japan.
May Conducted capitalization of earnings of NT$4,500,000, and the
accumulated paid-in capital amounted to NT$27,000,000.
1972 April Conducted capitalization of earnings of NT$2,700,000, and the
accumulated paid-in capital amounted to NT$29,700,000.
Purchased additional production equipment and used recycled wool
scouring wastewater to produce wool grease.
1973 April Conducted capitalization of earnings of NT$11,800,000, and the
accumulated paid-in capital amounted to NT$41,580,000.
1974 December Conducted capitalization of earnings of NT$16,632,000, and the
accumulated paid-in capital amounted to NT$58,212,000.
1978 September Conducted capitalization of earnings of NT$18,500,000, and the
accumulated paid-in capital amounted to NT$76,712,000.
1980 October Conducted capitalization of earnings of NT$7,671,000, and the
accumulated paid-in capital amounted to NT$84,383,000.
1981 Constructed wastewater treatment plant to improve factory’s
wastewater discharge quality.
1983 December Conducted capitalization of earnings of NT$30,617,000, and the
accumulated paid-in capital amounted to NT115,000,000.
1984 Introduced wool top shrink-resistance treatment technology and
machinery and equipment to produce anti-shrink tops.
1986 June Conducted capitalization of capital reserve of NT$65,000,000, and the
accumulated paid-in capital amounted to NT180,000,000.
1987 June Built a carbonized wool factory and expanded the second set of
carbonized wool machinery and equipment.
1988 May Conducted capitalization of earnings of NT$153,000,000, and the
accumulated paid-in capital amounted to NT333,000,000.
June Conducted capitalization of capital reserve of NT$72,000,000, and the
accumulated paid-in capital amounted to NT405,000,000.
1989 March Construction of the new automated production plant for shrink-
resistant wool was completed.
May Publicly listed.
August Conducted capitalization of earnings of NT$64,800,000, and the
accumulated paid-in capital amounted to NT469,800,000.

4

  • 1990 December Conducted cash capital increase of NT$49,956,000 and capitalization of earnings of NT$14,094,000, and the accumulated paid-in capital amounted to NT533,850,000.

    • The second stage of wastewater treatment equipment was completed and went into operation, and the wastewater discharge met relevant standards.

    • Chuwa Wool Building was completed and brought into use.

  • 1991 October Conducted a cash capital increase of NT$100,000,000, and the accumulated paid-in capital amounted to NT$633,850,000.

  • 1992 October Conducted capitalization of capital reserve of NT$63,385,000, and the accumulated paid-in capital amounted to NT697,235,000.

  • 1993 July Conducted capitalization of earnings of NT$139,447,000, capitalization of employee bonus of NT$34,862,000 and capitalization of capital reserve of NT$34,862,000, and the accumulated paid-in capital amounted to NT875,380,000.

  • 1994 July Conducted capitalization of earnings of NT$61,277,000, capitalization of employee bonus of NT$3,374,000 and capitalization of capital reserve of NT$43,769,000, and the accumulated paid-in capital amounted to NT983,800,000.

  • 1995 June Conducted capitalization of earnings of NT$59,028,000, capitalization of employee bonus of NT$3,220,000 and capitalization of capital reserve of NT$39,352,000, and the accumulated paid-in capital amounted to NT1,085,400,000. Progressively completed the replacement of old production equipment.

  • 2003 July Conducted a capital reduction of NT$60,000,000, and the accumulated paid-in capital amounted to NT$1,025,400,000.

  • October Conducted a capital reduction of NT$8,270,000, and the accumulated paid-in capital amounted to NT$1,017,130,000.

  • December Conducted a capital reduction of NT$47,130,000, and the accumulated paid-in capital amounted to NT$970,000,000.

  • 2004 November Conducted a capital reduction of NT$30,000,000, and the accumulated paid-in capital amounted to NT$940,000,000.

  • 2005 July Conducted a capital reduction of NT$20,000,000, and the accumulated paid-in capital amounted to NT$920,000,000. Sold Liudu Plant’s machinery and equipment.

  • 2006 April All the production lines of Liudu Plant were shut down, and the Company’s business has transformed to triangular trade and real estate leasing.

  • 2010 January Sold Chuwa Wool Building. September The Company moved to 6F, No.293, Section 2, Tiding Boulevard, Neihu District, Taipei City.

  • 2018 February Major shareholder, Roo Hsing Co., Ltd., indirectly obtained the Company’s 53.41% outstanding ordinary shares by acquiring 100% equity of Keen Power Investments Limited(Samoa) and Sparkling Asia Limited(Belize).

  • July The Company moved to 9-7F, No.57, Fuxing North Road, Songshan District, Taipei City.

5

The Company invested and established a 100% owned subsidiary, CW Investment One Limited.

  • August The Company invested and established a 100% owned subsidiary, HCW Investment Co., Ltd.

  • December Disposed of the land and plant located at No.7, Gongjian West Road, Qidu District, Keelung City.

  • 2019 December Subsidiary, CW Investment One Limited, ceased operation. Major shareholder, Hanshin Asset Management Co., Ltd., indirectly obtained the Company’s 53.41% outstanding ordinary shares by acquiring 100% equity of Roo Hsing Co., Ltd.

  • 2020 February The Company moved to 19F, No. 557-1, Section 4, Zhongxiao East Road, Xinyi District, Taipei City

  • April Conducted a capital increase on subsidiary, HCW Investment Co., Ltd., by NT$300,000,000; after the capital increase, the accumulated paid-in capital of HCW Investment Co., Ltd. amounted to NT$400,000,000.

  • November Signed a joint investment and development agreement with five companies including Kuo Yang Construction Co., Ltd. in obtaining “4 parcels of lands at Jiuzong Section, Neihu District, Taipei City”.

  • 2021 January Signed a joint investment and development agreement with five companies including Kuo Yang Construction Co., Ltd. in obtaining “9 parcels of lands at Zhongyi Section, Tucheng District, New Taipei City”.

  • July Signed a joint investment and development agreement with four companies including Kuo Yang Construction Co., Ltd. in obtaining “9 parcels of lands in Zhongxing Section, Sanchong District, New Taipei City”.

6

C. Corporate Governance Report

1. Organization system

  • (1) Company’s Organization Chart

==> picture [507 x 200] intentionally omitted <==

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

Shareholders’
meeting
Board of Audit Committee
Directors
Remuneration
Committee
Chairman
Auditing Office
President
Management Sales Finance and Accounting Investment Information
Department Department Department Department Technology Department
----- End of picture text -----

(2) Business functions of main departments

Departments Function
Management
Department
 General affairs, personnel, asset management and employee
benefits, etc.
Sales Department  Purchase of raw materials and finished products, domestic and
foreign sales, import and export business, etc.
Finance and
Accounting
Department
 Finance, accounting, tax affairs, stock affairs, etc.
Investment
Department
 Industrial investment and research and development of
cooperation opportunities
Information
Technology
Department
 Computer equipment, repair and maintenance, information
processing, etc.

7

  1. Information on directors, supervisors, president, vice presidents, assistant vice presidents, and managers of each department and branch

(1) Directors’ information

1.Directors’ information:

Job title Nationality or
place of
registration
Name Gender
Age
Date elected/
assumed office
Term Date of first
election
Shares held when elected
Shares currently held

Shares currently held
Curren
spouse a
t shares held by
nd minor children

Shares held
of o
in the name
thers
Main work experience and
educational background
Other concurrent positions within the
Company or elsewhere
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.


Remarks
No. of
shares
Shareholding
ratio

No. of shares
Shareholding
ratio
No. of
shares
Shareholding
ratio
No. of
shares
Shareholding
ratio
Job title Name Relation
Chairman Republic of
China
Xue Yong Co.,
Ltd.
- 2020.02.17 3 years 2020.02.17 10,000 0.01% 3,238,000 3.52% 0 0.00% 0 0.00% - - None None None -
Republic of
China
Hsueh Yung
Co. Ltd.
Institutional
representative:
Michelle Hou
Female
30-40
2020.02.17 3 years 2020.02.17 0 0.00% 0 0.00% 0 0.00% 0 0.00% Master/Ph.D., Department of
Bioengineering, Stanford
University
Master of Applied Computing,
Harvard University
Bachelor in Applied
Mathematics and Chemical
Engineering, Johns Hopkins
University
Chief Operating Officer,
Kuoyang Group
Researcher at Pfizer
Chairman, Ji Jia Industrial Co., Ltd.
Chairman, Zhuo Jia Industrial Co.,
Ltd.
Representative of juristic person and
Chairman, Xue Yong Co., Ltd.
Representative of juristic person and
Chairman, Han Yang Global Co., Ltd.
Representative of juristic person and
Chairman, Hanshin Shopping Plaza
Co., Ltd.
Representative of juristic person and
Chairman, Hanshin Department Store
Co., Ltd.
Representative of juristic person and
Chairman, Lian Zhong International
Asset Management Co., Ltd.
Representative of juristic person and
Chairman, Chong Shen Development
Industry Co., Ltd.
Representative of juristic person and
Chairman, Aquis Sports Culture Co.,
Ltd.
Representative of juristic person and
Chairman, HCW Investment Co., Ltd.
Representative of juristic person and
Deputy Chairman, Grand Hi-Lai
Hotel Co., Ltd.
Representative of juristic person
director, KHH Arena Corporation
Representative of juristic person
director, Ji Yang Construction and
Development Co., Ltd.
Representative of juristic person
director, Hanshin Asset Management
Co., Ltd.
Representative of juristic person
director, Hanshin Investment Co., Ltd.
Representative of juristic person
director, Kuo Yang Construction Co.,
Ltd.
Representative of juristic person
director, Xing Ji International Co.,
Ltd.
Representative of juristic person
director, Jollify4ever Ltd.
Representative of juristic person
director, Xin Xi Venture Co., Ltd.
Director, VERISIK Inc.


None
None None -

8

Job title Nationality or
place of
registration
Name Gender
Age
Date elected/
assumed office
Term Date of first
election
Shares held when elected
Shares currently held

Shares currently held
Curren
spouse a
t shares held by
nd minor children

Shares held
of o
in the name
thers
Main work experience and
educational background
Other concurrent positions within the
Company or elsewhere
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.


Remarks
No. of
shares
Shareholding
ratio

No. of shares
Shareholding
ratio
No. of
shares
Shareholding
ratio
No. of
shares
Shareholding
ratio
Job title Name Relation
Director Republic of
China
Zu Sheng
International Co.,
Ltd.
- 2020.02.17 3 years 2020.02.17 10,000 0.01% 2,233,000 2.43% 0 0.00% 0 0.00% - - None None None -
Republic of
China
Tsu Sheng
International Co.
Ltd. institutional
representative:
Huang Ming-Yu


Male
60.-70
2020.02.17 3 years 2019.12.23 0 0.00% 0 0.00% 0 0.00% 0 0.00% Department of Accounting,
Soochow University
Deputy Director,
PricewaterhouseCoopers,
Taiwan
Vice Chairman,
PricewaterhouseCoopers,
Taiwan
Director of the 2nd term, 1st
session of the board of
directors, and supervisor of the
2nd session of the board of
supervisors, National
Federation of CPA
Associations of ROC
Chairman, Chuan Cheng Investment
Consulting Co., Ltd.
Chairman, Chuan Cheng Wang Wang
Investment Co., Ltd.
Independent director, Hotai Finance
Co., Ltd.
Independent director, Zinwell
Corporation
Independent director, TRK
Corporation
Representative of juristic person
director, Nankang Rubber Tire Corp.,
Ltd.
Representative of juristic person
director, Bole Film Co., Ltd.
Representative of juristic person
director, Jollify4ever Ltd.
Representative of juristic person
director, Crazy Play Inc.
Representative of juristic person
director, Xin Xi Venture Co., Ltd.
Supervisor, Locus Cell Co., Ltd.
None None None -
Director Republic of
China
Zu Sheng
International Co.,
Ltd.
- 2020.02.17 3 years 2020.02.17 10,000 0.01% 2,233,000 2.43% 0 0.00% 0 0.00% - - None None None -
Republic of
China
Tsu Sheng
International Co.
Ltd. institutional
representative:
Chen Chien-Ting



Male
50-60
2020.02.17 3 years 2020.02.17 0 0.00% 0 0.00% 0 0.00% 0 0.00% Master of Business Studies,
National Taiwan University
Department of Electrical
Engineering, National Taiwan
University
Vice President, China
Development Financial
Holding
Corporation/Development
Technology Consulting Co.,
Ltd.
Senior Vice President, Lian
Chuang Investment Co., Ltd.
Supervisor, Amiccom
Electronics Corporation
Director, Celxpert Energy
Corporation
None None None -
Director Republic of
China
Yuan Zhong Co.,
Ltd.

-
2020.02.17 3 years 2020.02.17 10,000 0.01% 4,082,000 4.44% 0 0.00% 0 0.00% - - None None None -
Republic of
China
Yuan Chung
Co. Ltd.
institutional
representative:
Hsu Chang
Male
60-70
2020.02.17 3 years 2020.02.17 0 0.00% 0 0.00% 0 0.00% 0 0.00% Bachelor of Crime Prevention
and Corrections, Central
Police University
Military Police Commander,
Ministry of National Defense
Deputy Commander, Special
Service Center, National
Security Bureau
None None None None -

9

Job title Nationality or
place of
registration
Name Gender
Age
Date elected/
assumed office
Term Date of first
election
Shares held when elected
Shares currently held

Shares currently held
Curren
spouse a
t shares held by
nd minor children

Shares held
of o
in the name
thers
Main work experience and
educational background
Other concurrent positions within the
Company or elsewhere
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.
Director, supervisor, or
other department head
who is a spouse or relative
within the second degree
of kinship.


Remarks
No. of
shares
Shareholding
ratio

No. of shares
Shareholding
ratio
No. of
shares
Shareholding
ratio
No. of
shares
Shareholding
ratio
Job title Name Relation
Independent
director
Republic of
China
Liu, Teng-Cheng
Male
70-80
2020.02.17 3 years 2020.02.17 0 0.00% 0 0.00% 0 0.00% 0 0.00% Master of International
Business (Management),
National Taiwan University
Bachelor of Laws, National
Taiwan University
Chairmans of Taiwan
Cooperative Bank, Bank of
Taiwan, Hua Nan Financial
Holdings Co. Ltd.
Minister, Deputy Minister,
Minister of Finance
Chairman, National Credit Card
Center
None None None -
Independent
director
Republic of
China
Liu, Chieh-Min Male
70-80
2020.02.17 3 years 2020.02.17 0 0.00% 0 0.00% 0 0.00% 0 0.00% Master of Law, Chinese
Culture University
Supreme Court Justice
Attorney-at-law, Tiao Ding Legal
Workshop
None None None -
Independent
director
Republic of
China
Tien, Hung-Mao
Male
80-90
2020.02.17 3 years 2018.06.08 0 0.00% 0 0.00% 0 0.00% 0 0.00% PhD in Political Science,
University of Wisconsin
Chairman, Straits Exchange
Foundation
Senior Minister, Office of the
President
Chairman and President, Institute for
National Policy Research
Chief consultant, Chinese National
Federation of Industries
Representative of juristic person
director, CastleNet Technology Inc.
Independent Director, Cal-Comp
Electronics & Communications
Company Limited
None None None -

10

2.Major shareholders of corporate shareholders:

April 25, 2022

April 25, 2022
Name of corporate shareholder Major shareholders of corporate shareholders Shareholdingratio
Xue Yong Co., Ltd. Hou, Chia-Chi 80.00%
Wei Jun International Development Co., Ltd. 19.80%
Hou, Hsi-Feng 0.20%
Zu Sheng International Co., Ltd. Qi Xuan Industrial Co., Ltd. 99.67%
Da Yong Co., Ltd. 0.26%
Hou, Hsi-Feng 0.07%
Yuan Zhong Co., Ltd. Wei Jun International Development Co., Ltd. 97.74%
Han Guang Co., Ltd. 1.21%
Hou, Hsi-Feng 1.05%
  • 3.Major shareholders of corporate shareholders who are corporate shareholders (name and shareholding of top 10 shareholders)

April 25, 2022

April 25, 2022
Name of corporate shareholder Corporate shareholder’s major shareholders Shareholdingratio
Wei Jun International Development Co.,
Ltd.
Zhuo Jia Industrial Co., Ltd. 19.66%
Qi Sheng International Co., Ltd. 19.66%

Xuan Guang Development Co., Ltd.
19.66%
Hui Shang Co., Ltd. 19.66%
Da Yong Co., Ltd. 19.66%
Hou, Hsi-Feng 1.70%

11

Name of corporate shareholder Corporate shareholder’s major shareholders Shareholdingratio
Qi Xuan Industrial Co., Ltd. Gao Pin Co., Ltd. 64.94%
Ji Zan Industrial Co., Ltd. 35.05%
Hou, Hsi-Feng 0.01%
Da YongCo., Ltd. Hou, Hsi-Feng 100.00%
Han Guang Co., Ltd. Guo Pin Development and Construction Co., Ltd. 99.90%
Hou, Hsi-Feng 0.10%

12

4. Professional expertise and status of directors:

May27,2022 May27,2022 May27,2022
Criteria
Name
Professional qualifications and experience Status of independence Number of other
public companies in
which the director
also serves
concurrently as an
independent
director
Xue Yong Co., Ltd.
Representative: Hou
Chia-Chi
Graduated with a Ph.D. From the Department of Bioengineering,
Stanford University; currently the Chairman of the Company, the
representative of juristic person and Chairman of Hanshin Shopping
Plaza, and representative of juristic person director of several
TWSE/TPEx listed companies; has more than five years of work
experience in the area of commerce and otherwise necessary for the
business of the Company; possess professional leadership, marketing,
operations management and strategic planning capabilities to lead the
Companytowards sustainable operations.








Does not meet any of the conditions stated in Article 30 of the
Company Act.

0
Zu Sheng International
Co., Ltd.
Representative: Huang
Ming-Yu
Graduated from the Department of Accounting, Soochow University;
currently the Chairman of Chuan Cheng Investment Consulting Co.,
Ltd., Chairman of Chuan Cheng Wang Wang Investment Co., Ltd. and
representative of juristic person director of several companies; has
professional accounting license and more than five years of work
experience in the area of commerce, finance, accounting and otherwise
necessary for the business of the Company; specializes in corporate
finance and accounting, and possesses rich experience in industrial
planning.








Does not meet any of the conditions stated in Article 30 of the
Company Act.

3
Zu Sheng International
Co., Ltd.
Representative: Chen
Chien-Ting
Graduated with a Master’s Degree in Business Studies, National Taiwan
University; currently a director of Celxpert Energy Corporation; has
more than five years of experience in the area of commerce, finance and
otherwise necessary for the business of the Company; specializes and
possesses rich experience in marketing strategy and investment
planning, able to provide the Company with professional investment
planningadvice.






Does not meet any of the conditions stated in Article 30 of the
Company Act.

0
Yuan Zhong Co., Ltd.
Representative: Hsu
Chang
Graduated with a Master’s Degree in Crime Prevention and Corrections,
Central Police University; currently the Company’s director, has more
than five years of experience in the area of commerce, law and otherwise
necessary for the business of the Company; possess legal expertise and
corporate strategicplanningcapabilities.




Does not meet any of the conditions stated in Article 30 of the
Company Act.

0

13

Criteria
Name
Professional qualifications and experience Status of independence Number of other
public companies in
which the director
also serves
concurrently as an
independent
director
Liu, Teng-Cheng Graduated with a Master’s Degree in International Business
(Management), National Taiwan University; currently the Chairman of
National Credit Card Center; has more than five years of experience in
the area of commerce, law, finance, accounting and otherwise necessary
for the business of the Company; specializes and possesses rich
experience in business operations and financialplanning.





Have met the following independence assessment criteria during
the two years before being elected or during the term of office.
(1) Not an employee of the Company or any of its affiliates.
(2) Not a director or supervisor of the Company or any of its
affiliates (except where the person is concurrently an
independent director of the company and its parent company,
a subsidiary, or another subsidiary of the same parent company
appointed pursuant to the Act or local regulations).
(3) Not a natural-person shareholder who holds shares, together
with those held by the person's spouse, underage children, or
held by the person under others' names, in an aggregate
amount of 1% of the total number of issued shares of the
company or ranks as one of its top ten shareholders.
(4) Not a manager listed in (1) or a spouse, relative within the
second degree of kinship, or lineal relative within the third
degree of kinship or closer to anyone listed in (2) or (3).
(5) Not a director, supervisor, or employee of an corporate
shareholder who holds directly 5% or more of the Company’s
shares, is one of the top five shareholders, or is a representative
appointed as director or supervisor of the company pursuant
to Paragraph 1 or 2, Article 27 of the Company Act (except
where the person is concurrently an independent director of
the company and its parent company, a subsidiary, or another
subsidiary of the same parent company appointed pursuant to
the Act or local regulations).
(6) Not a director, supervisor, or employee of another company
that has the same directors as the Company or is controlled by
the same person that has more than half of the voting power in
the Company (except where the person is concurrently an
independent director of the Company or its parent company, a
subsidiary, or another subsidiary of the same parent company
appointed pursuant to the Act or local regulations).
(7) Not a director, supervisor, or employee of another company or
institution that has the same chairperson, president,orperson
















0
Liu, Chieh-Min Graduated with a master's degree in Law, Chinese Culture University;
currently an attorney-at-law at Tiao Ding Legal Workshop; possess
professional certification in law and has more than five years of
experience in the area of commerce, law, finance, accounting and
otherwise necessary for the business of the Company; specializes in the
fields of finance and law, and able to provide the Company with
professional legal advice.




0
Tien, Hung-Mao Graduated with a PhD in Political Science, University of Wisconsin;
currently the Chairman and President of the Office of the President and
Institute for National Policy Research, and Chief consultant of the
Chinese National Federation of Industries; possesses more than five
years of work experience in the area of commerce, finance, accounting
and otherwise necessary for the business of the Company; has rich
international perspective, and specializes and possesses rich experience
in finance and industrial planning.

















1

14

Criteria
Name
Professional qualifications and experience Status of independence Number of other
public companies in
which the director
also serves
concurrently as an
independent
director
with the equivalent rank as the Company, or a spouse in one
of these roles (except where the person is concurrently an
independent director of the Company and its parent company,
a subsidiary, or another subsidiary of the same parent company
appointed pursuant to the Act or local regulations).
(8) Not a director, supervisor, manager, or shareholder holding
5% or more of the shares of a specific company or institution
that has a financial or business relationship with the company
(except where that specific company or institution holds 20%
or more but no more than 50% of the company's issued shares
and is concurrently an independent director of the Company
and its parent company, a subsidiary, or another subsidiary of
the same parent company appointed pursuant to the Act or
local regulations).
(9) Not a professional who provides audit or received no more
than NT$500,000 in cumulative compensation in the last two
years for commercial, legal, financial, or accounting services
to the Company or its affiliates, nor an owner, partner, director,
supervisor, or manager of a sole proprietorship, partnership,
company, or organization that provides such services to the
Company or its affiliates; or the spouse of any of the above.
However, exception applies to members of a remuneration
committee, a take-over bid review committee, or a special
committee for merger and acquisition exercising their
authority pursuant to provisions of the Securities and
Exchange Act or the Business Mergers and Acquisitions Act.
(10) Does not have a marital relationship with or is not a relative
within the second degree of kinship to any other director of the
company.
(11) Does not meet any of the conditions stated in Article 30 of the
Company Act.
(12) Not elected as a government, legal person or its institutional
representative as described in Article 27 of the CompanyAct.


























15

  1. Diversity and independence of the board of directors:

  2. (1)Diversity of the board of directors: In accordance with Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”, diversity shall be considered in the composition of board members. Directors who are also managers in the Company may not take up more than one-third of all seats. In addition, appropriate diversity policies shall be stipulated reflective of the Company's operation status, operational pattern, and developmental needs, which shall include, without limitation, the following two major aspects:

  3. A. Basic requirements and values: Gender, age, nationality, and culture.

  4. B. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, or technology), professional skills, and industry experience.

Job title Nationality Name Gender Age Age Age Professional capabilities Professional capabilities Professional capabilities Overall capabilities Overall capabilities Overall capabilities Overall capabilities Overall capabilities Overall capabilities Overall capabilities Overall capabilities

Below 59
60 to 69 Over 70 Law Accounting/
Finance

Information
technology

Operational
judgment

Accounting
and
financial
analysis.

Business
management

Crisis
management

Industrial
knowledge

International market
perspective

Leadership
Decision
making
Chairman Republic
of China
Xue Yong Co., Ltd.
Representative: Hou
Chia-Chi
Female
Excellent Excellent Excellent Excellent Excellent Excellent Excellent Excellent
Director Republic
of China
Zu Sheng
International Co.,
Ltd. Representative:
HuangMing-Yu
Male Excellent Excellent Good Excellent Excellent Excellent Excellent Excellent
Director Republic
of China
Zu Sheng
International Co.,
Ltd. Representative:
Chen Chien-Ting
Male Excellent Excellent Good Good Excellent Excellent Excellent Excellent
Director Republic
of China
Yuan Zhong Co., Ltd.
Representative: Hsu
Chang

Male
Excellent Good Excellent Excellent Good Excellent Excellent Excellent
Independent
director

Republic
of China
Liu, Teng-Cheng Male Excellent Excellent Excellent Excellent Excellent Excellent Excellent Excellent
Independent
director

Republic
of China
Liu, Chieh-Min Male Excellent Good Excellent Excellent Excellent Excellent Excellent Excellent
Independent
director

Republic
of China
Tien, Hung-Mao Male Excellent Good Excellent Excellent Excellent Excellent Excellent Excellent

16

(2)The specific management goals and implementation status of the Company’s diversity policies are as follows:

Management goals Implementation status
Directors who are also managers in the Company may not take up more than one-third of all seats. Achieved
Independent directors shall not serve more than 3 terms Achieved
To have at least one female board member Achieved
Adequately diversified professional knowledge and skills and professional background Achieved

(3)Independence of the board of directors:

The current board of directors has one female director (14%); 3 independent directors (43%) who have served less than 3 terms; does not have any directors who are also employees; and 3 directors above 70 years old, 2 directors between the age of 60 and 69, and 2 directors below 59 years old. None of the situations in Paragraph 3 and 4, Article 26-3 of the Securities and Exchange Act occur.

17

(2) Information of president, vice presidents, assistant vice presidents, and managers of departments and branches

May27,2022 May27,2022 May27,2022 May27,2022
Job title Nationality Name Gender Date elected/
assumed office
Shareholding Shares held by s
chil
pouse and minor
dren
Shares held i
oth
n the name of
ers
Main work (education) experiences Concurrent job position in other companies Manager who is a spouse
or a relative within
second degree
Remarks
No. of shares Shareholding
ratio
No. of shares Shareholding
ratio
No. of shares Shareholding
ratio
Job
title
Name Relation
President Republic of
China
Liu, Hsien-
Wen
Female 2019.12.23 0 0.00% 0 0.00% 0 0.00% President, Crowell Development Corp.
Sales Director, KHH Arena Corporation
Special Assistant to the President and Sales
Director, Wei Li International Development Co.,
Ltd.
Special Assistant to the President, Kuo Yang
Construction Co., Ltd.
President, Han Line Development Industry
Co., Ltd.
Representative of juristic person director,
Guo Xie Construction Industry Co., Ltd.
Representative of juristic person director, Pu
Li Management Consulting Co., Ltd.
Representative of juristic person director,
HCW Investment Co., Ltd.
None None None -
Assistant Vice President
of Sales Department
(Note 1)
Republic of
China
Tsai, Shao-
Hua
Male 2018.03.15 0 0.00% 0 0.00% 0 0.00% Department of Economics, Chinese Culture
University
Chief Financial Officer, Top Want Electronic
Co., Ltd.
Representative of juristic person supervisor,
HCW Investment Co., Ltd.
None None None -
Assistant Vice President
of Finance and
Accounting Department
Chief accounting officer
Chief financial officer
(Note 2)
Republic of
China
Chiang,
Chung-Wei
Male 2018.04.26 0 0.00% 0 0.00% 0 0.00% Master of Accounting, National Taipei
University
Finance Manager, Ya Tung Ready Mixed
Concrete Co., Ltd.
Supervisor, Ya Xing Cement Products Co., Ltd.
Representative of juristic person director,
Jollify4ever Ltd.
Representative of juristic person director,
HCW Investment Co., Ltd.
None None None -
Finance and Accounting
Manager
Chief accounting officer
Chief financial officer
Republic of
China
Lo,Chien-
Chang
Male 2021.09.17 0 0.00% 0 0.00% 0 0.00% Master of Finance, George Washington
University
Deputy Manager, Hanshin Asset Management
Co., Ltd.
Chief Financial Officer, JohnFK Medical Inc.
Assistant Manager of Strategic Development
Department, Shin Kong Life Insurance Co., Ltd.
Director of M&A Advisory Team, Finance
Consulting Services, EY Taiwan
Senior Consultant, Financial Services
Consulting, KPMG Taiwan
Representative of juristic person director,
HCW Investment Co., Ltd.
Supervisor, Jollify4ever Ltd.
Supervisor, Xin Xi Venture Co., Ltd.
None None None -

Note 1: Tsai, Shao-Hua served from 2018.03.15 to 2021.12.08. Note 2: Chiang, Chung-Wei served from 2018.04.26 to 2021.09.17.

18

(3) Remunerations to directors, supervisors, president, and vice presidents in the most recent year (2021):

1.Remuneration paid to directors and independent directors:

Unit: Thousand NT$: Shares

Job title Name Director's re Director's re muneration Ratio of total remuneration
(A+B+C+D) to net profit after
tax (%)
Ratio of total remuneration
(A+B+C+D) to net profit after
tax (%)
Ratio of total remuneration
(A+B+C+D) to net profit after
tax (%)
Remuneration for part-time employees Remuneration for part-time employees Remuneration for part-time employees Remuneration for part-time employees Ratio of total remuneration
(A+B+C+D+E+F+G) to net profit
after tax (%)
Ratio of total remuneration
(A+B+C+D+E+F+G) to net profit
after tax (%)
Ratio of total remuneration
(A+B+C+D+E+F+G) to net profit
after tax (%)
Remuneration
from investee
companies other
than subsidiaries
or the parent
company
Remuneration (A) Severance pay and
pension (B)
Dire
remuner
ctors’
ation (C)
Business expenses
(D)
Salary, bonuses, and
allowances (E)
Severance pay and
pension (F)
Employee re muneration (G)
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report

The
Company
All
companies
in the
financial
report
Total of
A, B, C
and D
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report

The Company
All companies in
the financial report
Total of
A, B, C,
D, E, F
and G
The
Company
All
companies
in the
financial
report
Cash
amount
Share
amount
Cash
amount
Share
amount
Chairman Xue Yong Co., Ltd.
Representative: Hou Chia-Chi
3,040 3,040 0 0 0 0 0 0 3,040 2.37 2.37 0 0 0 0 0 0 0 0 3,040 2.37 2.37 0
Director Zu Sheng International Co., Ltd.
Representative: Huang Ming-Yu
600 600 0 0 0 0 0 0 600 0.47 0.47 0 0 0 0 0 0 0 0 600 0.47 0.47 0
Director Zu Sheng International Co., Ltd.
Representative: Chen Chien-Ting
600 600 0 0 0 0 0 0 600 0.47 0.47 0 0 0 0 0 0 0 0 600 0.47 0.47 0
Director Yuan Zhong Co., Ltd.
Representative: Hsu Chang
600 600 0 0 0 0 0 0 600 0.47 0.47 0 0 0 0 0 0 0 0 600 0.47 0.47 0
Independent
director
Liu, Teng-Cheng 900 900 0 0 0 0 120 120 1,020 0.80 0.80 0 0 0 0 0 0 0 0 1,020 0.80 0.80 0
Independent
director
Liu, Chieh-Min 900 900 0 0 0 0 120 120 1,020 0.80 0.80 0 0 0 0 0 0 0 0 1,020 0.80 0.80 0
Independent
director
Tien, Hung-Mao 900 900 0 0 0 0 120 120 1,020 0.80 0.80 0 0 0 0 0 0 0 0 1,020 0.80 0.80 0

Note: 1. According to Article 26 of the Articles of Incorporation, not more than 2% of the current year’s profit may be set aside as the current year’s directors’ remuneration, and it shall be submitted to the Remuneration Committee and board of directors for review.

  1. Except as disclosed in the above table, remuneration provided to a director for providing services (such as serving as a non-employed consultant to the parent/any company in the financial report/investment) in the most recent fiscal year: None.

19

2.Remunerations to President and Vice Presidents:

Unit: Thousand NT$: Shares

Job title Name Salary
(A)
Salary
(A)
Severance pay and pension
(B)
Severance pay and pension
(B)

Bonuses, allowances, etc.
(C)

Bonuses, allowances, etc.
(C)
Employee remuneration
(D)
Employee remuneration
(D)
Employee remuneration
(D)
Employee remuneration
(D)
Ratio of (A+B+C+D) to net
profit after tax(%)
Ratio of (A+B+C+D) to net
profit after tax(%)
Ratio of (A+B+C+D) to net
profit after tax(%)
Remuneration
from investee
companies other
than subsidiaries
or the parent
company
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The
Company
All
companies
in the
financial
report
The Company All companies in the
financial report
Total of
A, B, C
and D
The
Company
All
companies
in the
financial
report
Cash amount
Stock
Cash amount
Share
amount
President Liu, Hsien-
Wen
2,318 2,318 0 0 624 624 0 0 0 0 2,942 2.29 2.29 0

3. Individual remuneration paid to each of the top five management personnel of a company listed on the TWSE or the TPEx:

Unit: Thousand NT$

Job title Name Salary
(A)
Salary
(A)
Severance pay and pension
(B)
Bonuses, Allowances,
etc.(C)
Bonuses, Allowances,
etc.(C)
Employee remuneration
(D)
Employee remuneration
(D)
Employee remuneration
(D)
Employee remuneration
(D)
Ratio of total compensation
(A+B+C+D) to net profit after tax
(%)
Ratio of total compensation
(A+B+C+D) to net profit after tax
(%)
Ratio of total compensation
(A+B+C+D) to net profit after tax
(%)
Remuneration from
investee companies
other than
subsidiaries or the
parent company
The
Company
All companies
in the financial
report
The
Company
All companies
in the financial
report
The Company
All
companies
in the
financial
report
The Company All companies in the
financial report
Total of
A, B, C
and D
The
Company

All
companies in
the financial
report
Cash
amount
Share
amount
Cash
amount
Share
amount
President Liu, Hsien-
Wen
2,318 2,318 0 0 624 624 0 0 0 0 2,942 2.29 2.29 0
Assistant Vice
President of
Sales
Department
(Tsai, Shao-
Hua (Note 1)

1,948
1,948 0 0 174 174 0 0 0 0 2,122 1.65 1.65 0
Assistant Vice
President of
Finance and
Accounting
Department
Chief accounting
officer
Chief financial
officer

Chiang,
Chung-Wei
(Note 2)
1,690 1,690 0 0 385 385 0 0 0 0 2,075 1.62 1.62 0

Note 1: Tsai, Shao-Hua served from 2018.03.15 to 2021.12.08. Note 2: Chiang, Chung-Wei served from 2018.04.26 to 2021.09.17.

  1. Names of managerial officers provided with employee's compensation and state of distribution: None.

20

  • (4) Comparison and analysis of the total remuneration/compensation paid to each director, President and Vice Presidents over the past two years by the Company and all companies listed in the consolidated financial statement as a percentage of total net income, and descriptions of the policies, standards, and packages for payment of remuneration/compensation, the procedures for determining remuneration/compensation, and its linkage to business performance and future risk exposure.

  • 1.Analysis of the total remuneration paid by the Company and all companies listed in the consolidated financial statement to each director, president and vice President as a percentage of net profit after tax in the past two fiscal years:

Unit: Thousand NT$

Unit: Thousand NT$
Year
Item

2021
2020
Net profit after tax 128,274 (Note)
Ratio of directors’ remuneration 6.16
Ratio of remuneration to
president and vice presidents
2.29

Note: As the net profit after tax of the Company and all companies in the consolidated statement for 2010 is negative,

there is no analysis of the total remuneration paid to each director, president and vice president as a percentage of net profit after tax.

  • 2.Remuneration policies, standards and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:

  • (1)The remuneration policies are in accordance with the Company’s Articles of Incorporation

Article 15: All directors may be paid transportation allowance, and the amount shall be determined by the board of directors. The board is delegated to determine the remuneration to directors based on the individual’s participation in the operation of the Company, the value of contribution, and normal industry standard.

Article 16: The Company shall have one president, and one or more managerial personnel, whose appointment, discharge and remuneration shall be handled in accordance with Article 29 of the Company Act.

Article 18: Before deducting employees’ remuneration and directors’ from the current profit before tax, the Company shall cover the accumulated losses. If there is still a surplus, the Company shall allocate 0.5% to 5% as employees’ remuneration and not more than 2% as directors' remuneration.

  • (2)The Company has set up an Audit Committee, where it regularly reviews the policies,

21

systems, standards and structure of directors and managers' performance evaluation and remuneration, and submits them to the board of directors for resolution.

  • (3)The Company’s remuneration policies are based on the industry standard, participation in the operation, the value of contribution and operational performance, regardless of future risks.

22

3. Corporate Governance Practices

  • (1) Operation of the Board of Directors:

The board of directors met 9 times (A) during the most recent year (2021), and as of

the publication date of the annual report, the board attendance was as follows:

Job title Name Attendances
in person
(B)
Attendance
by proxy
Attendance
rate (%)
(B/A)
Remarks
Xue Yong Co., Ltd.
Chairman Representative: Hou 9 0 100.00
Chia-Chi
Zu Sheng International
Director Co., Ltd.
Representative: Huang
9 0 100.00
Ming-Yu
Zu Sheng International
Director Co., Ltd.
Representative: Chen
9 0 100.00
Chien-Ting
Yuan Zhong Co., Ltd.
Director Representative: Hsu 9 0 100.00
Chang
Independent
director
Liu, Teng-Cheng 9 0 100.00
Independent
director
Liu, Chieh-Min 9 0 100.00
Independent
director
Tien, Hung-Mao 9 0 100.00

Other disclosures:

  1. If any of the following circumstances occur in the operations of the board meeting, the date of the board meeting, the term, contents of the proposals, opinions of all independent directors, and the Company's handling of the opinion of the independent director, shall be recorded:

  2. (1) Matters specified in Article 14-3 of the Securities and Exchange Act: Pages 55 - 58. (2) In addition to the aforementioned motions, other board meeting motions where an independent director expressed a dissenting or qualified opinion that have been recorded or stated in writing: N/A.

  3. Implementation and state of director’s recusal for conflict of interests:

Date of
board
meeting
Name of director Motion Reason for recusal Participation in
voting
The Company
2021.07.15 Hou, Chia-Chi signed a land
development joint
venture contract
with four
companies
including Wei Li
The recused
director is the
director of a
company in the
joint venture
Left the meeting
when deliberation
and voting took
place
International

23

Development Co.,
Ltd., at Zhongxing
Section, Sanchong
District, New
Taipei City
2022.01.12 Hou, Chia-Chi 2021 distribution
of Chairman’s
bonus
The recused
director is the party
concerned

Left the meeting
when deliberation
and voting took
place
  1. TWSE/TPEx listed companies shall disclose the cycle and period, scope, method, and content of self (or peer) evaluation and fill in the implementation status of the evaluation of the board of directors:
Evaluation
cycle
Evaluation
period
Evaluation scope
Evaluation method
Evaluation content
Implemented
once a year

2021.01.01~
2021.12.31

The board of
directors as a
whole
Individual board
member
Functional
committee
members
Comprise self-
evaluation of the
board of directors,
self-evaluation of the
board members and
peer evaluation. Each
evaluation item
(indicator) will be
rated excellent (5),
good (4), average (3),
poor (2) or very poor
(1).
2021 board of
directors’ internal
performance evaluation
is executed by the
Company’s
Remuneration
Committee and then
reported to the board of
directors. The
evaluation includes
self-evaluation of the
performance of the
board of directors, self-
evaluation of the
performance of the
board members and
self-evaluation of
operational
performance of the
functional committee.
(1)
Evaluation cycle and period, scope, method and content:
(2)
Implementation Status of the Evaluation of Board of Directors:
1.
The Company has established the “Guidelines for the Evaluation of the
Performance of the Board of Directors” (disclosed in the Company’s
website), and shall conduct performance evaluation at least once per year,
and has reported at the 14th board meeting of the 25th board of directors on
2022.03.23.
2.
The criteria for “self-evaluation of the performance of the board of
directors”comprises the following 5 key aspects:
(1) Participation in the operation of the company.
(2) Improvement of the quality of the board of directors' decision making.
(3) Composition and structure of the Board of Directors.
(4) Election and continuing education of the directors.
(5) Internal control.
3.
The criteria for “self-evaluation of the performance of the board members”
comprises the followingsix major aspects:

24

     - (1) Familiarity with the goals and missions of the Company.

     - (2) Awareness of the duties of a director.

     - (3) Participation in the operation of the Company.

     - (4) Management of internal relationships and communication.

     - (5) The director's professionalism and continuing education.

     - (6) Internal control.

  4. The criteria for “self-evaluation of operational performance of the functional committee” comprises the following five major aspects:

     - (1) Participation in the operation of the Company.

     - (2) Awareness of the duties of the functional committee.

     - (3) Improvement of quality of decisions made by the functional committee.

     - (4) Makeup of the functional committee and election of its members. (5) Internal control.
  1. Programs this year and in the most recent year for strengthening the functionality of the board and assessment of execution:

  2. (1) To strengthen corporate governance, the Company has, on June 24, 2019, established an Audit Committee, making the operations of the board of directors more complete.

  3. (2) The Company has in accordance with the Articles of Incorporation, taken out directors liability insurance, reducing and diversifying the risk of material harm to the Company and shareholders.

25

(2) Operation of the Audit Committee:

  1. The Audit Committee is formed by all 3 independent directors, and the information of

the members are as follows:

Identity
Type
Qualifications
Name

Professional qualifications and experience
Independent
director

Liu, Teng-Cheng
Graduated with a Master’s Degree in International Business
(Management), National Taiwan University; currently the
Chairman of National Credit Card Center; has more than five
years of experience in the area of commerce, law, finance,
accounting and otherwise necessary for the business of the
Company; specializes and possesses rich experience in business
operations and financialplanning.
Independent
director

Liu, Chieh-Min
Graduated with a master's degree in Law, Chinese Culture
University; currently an attorney-at-law at Tiao Ding Legal
Workshop; possess professional certification in law and has more
than five years of experience in the area of commerce, law,
finance, accounting and otherwise necessary for the business of
the Company; specializes in the fields of finance and law, and able
toprovide the Companywithprofessional legal advice.
Independent
director

Tien, Hung-Mao
Graduated with a PhD in Political Science, University of
Wisconsin; currently the Chairman and President of the Office of
the President and Institute for National Policy Research, and Chief
consultant of the Chinese National Federation of Industries, and
the representative of juristic person director and independent
director of several TWSE/TPEx listed companies; possesses more
than five years of work experience in the area of commerce,
finance, accounting and otherwise necessary for the business of
the Company; has rich international perspective, and specializes
andpossesses rich experience in finance and industrialplanning.

2. Key tasks for the year:

The Audit Committee conducts regular quarterly meetings before the board of directors to review the execution of the Company’s internal control system and internal audit, and material financial or business transactions, as well as communicate and exchange with the certified public accountants to supervise the Company’s operations and risk control. The review items of the Company’s Audit Committee comprise:

Audit of the financial statements,
accounting policies andprocedures
The
offering,
issuance,
or
private
placement of equity-type securities
The adoption or amendment to the
internal control system and relevant
important regulations
The hiring or dismissal, compensation,
and independence assessment of certified
public accountants
Assessment of the effectiveness of the
internal control system
Matters in which a director is an interested
party
Asset transactions or derivatives
trading of a material nature
The appointment or discharge of chief
financial or accounting officer, or chief
internal auditor

26

Loans of funds, endorsements, or  provision of guarantees of a material  The Company’s risk management nature

  • 3.The Audit Committee met 9 times (A) during the most recent year (2021) up to the

publication date of the annual report (May 27, 2022). The attendance was as follows:

Job title Name Attendances in
person
(B)
Attendance by
proxy
Attendance rate
(%)
(B/A)
Remarks
Independent
director
Liu, Teng-
Cheng
9 100
Independent
director
Liu,
Chieh-Min
9 100
Independent
director
Tien,
Hung-Mao
9 100
Other disclosures:
1.
The date of the meeting, the term, contents of the proposals, independent director’s
dissenting and qualified opinion or content of major issue, resolutions of the Audit
Committee, and the Company's handling of the resolutions of the Audit Committee shall
be recorded under the following circumstances in the operations of the Audit Committee
meeting.
(1) Matters specified in Article 14-5 of the Securities and Exchange Act: Pages 55 -
58.
(2) In addition to matters above, other resolutions that have not been approved by the
Audit Committee but have been passed by a vote of two-thirds or more of the entire
board of directors: N/A.
2.
When there are recusals of independent directors due to conflicts of interests, names of
the independent directors, contents of resolutions, reasons of recusal, and voting
participation should be stated: N/A.
3.
Communication between independent directors and chief internal auditor and certified
public accountants:
(1) The chief internal auditor reports to the Audit Committee regularly in accordance
with the annual audit plan, and the Company convenes regular audit committee
meetings. Where necessary, the certified public accountant, chief auditor, and
relevant heads are invited to the meeting.
(2) The Audit Committee conducts annual regular communication and exchange with
the Company’s certified public accountants pertaining to the financial statements
and requirements of other relevant laws and regulations, as well as conducts
independent review on the appointment of certified public accountants, and the
audit and non-audit servicesprovided bythem.

27

  • (3) Corporate governance implementation and deviations from Corporate Governance Best-Practice Principles for TWSE/TPEx Listed Companies and the reason for such deviations:
Evaluation item Operating status Deviations from
Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed Companies
and reasons
Yes No
Summary
1. Has the company defined and disclosed its
corporate governance best practice principles in
accordance with the Corporate Governance Best
Practice Principles for TWSE/TPEx Listed
Companies?




The company has defined the principles for practicing corporate
governance according to the Corporate Governance Best Practice
Principles for TWSE/TPEx Listed Companies and disclosed the
principles on the company's website.



No significant
difference.
2. Shareholdingstructure and shareholders' equity
(1) Has the company defined internal operating
procedures for dealing with shareholder
proposals, doubts, disputes, and litigation as
well as implemented thoseprocedures?



(1) The company has a spokesperson and dedicated shareholders
service personnel, and has set up a stakeholders' section on the
company's website to disclose the contact information to handle
shareholders' suggestions or inquiries.



No significant
difference.
(2) Does the company have a list of major
shareholders that have actual control over the
company and a list of ultimate owners of those
major shareholders?



(2) The company discloses the list of major shareholders and the list
of ultimate owners of major shareholders in accordance with
applicable regulations, and reports any changes in information in
accordance with the regulations.



No significant
difference.
(3) Has the company established and implemented
risk management and firewall systems within
its conglomerate structure?


(3) The business and financial matters between the company and its
affiliated companies are operated independently, and the Rules
Governing Financial and Business Matters Between the
Corporation and its Affiliated Enterprises has been established to
conduct operational risk control of the affiliated companies.




No significant
difference.

28

Evaluation item Operating status Deviations from
Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed Companies
and reasons
Yes No
Summary
(4) Does the company have internal regulations in
place to prevent its internal staff from trading
securities based on information yet to be
public on the market?



(4) To maintain fairness in the securities market, the company
established the Insider Trading Prevention Management and
Procedures for Handling Material Insider Information. We require
our employees to abide by the provisions of the Securities and
Exchange Act, not to use private information to engage in insider
trading,and not to disclose the information to others.





No significant
difference.
3. Composition and responsibilities of the board of
directors
(1) Has the board of directors drawn up policies
and specific targets on diversity of its members
and implemented them?


(1) The company has stipulated in the Corporate Governance Best
Practice Principles that board members should have the ability to
implement the requirements of board diversity.

No significant
difference.
(2) In addition to establishing a Remuneration
Committee and an Audit Committee, which
are required by law, is the company willing to
voluntarily establish other types of functional
committees?



(2) Besides the Remuneration Committee and the Audit Committee
established according to law, the company has not established
other types of functional committees.
Under evaluation.
(3) Has the company established guidelines and
methods for evaluating the performance of the
board of directors, conducted performance
evaluation annually, reported the results to the
board, and used the results as a reference for
the remuneration,nomination,and reelection






(3) The company shall conduct internal board performance
evaluations at least once a year in accordance with the guidelines
and methods for evaluating the performance of the board of
directors (disclosed on the company's website). The 2021
performance results and the self-assessment questionnaires have
been submitted to the 14th meetingof the 25th board of directors


No significant
difference.

29

Evaluation item Operating status Deviations from
Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed Companies
and reasons
Yes No
Summary
of individual directors? on March 23, 2022. The evaluation criteria covers six aspects:
1. Familiarity with the goals and missions of the company
2. Awareness of the duties of a director
3. Participation in the operation of the company
4. Management of internal relationship and communication
5. The director's professionalism and continuing education
6. Internal control
Once the year ends, the board affairs unit and the Chairwoman
will evaluate the overall operations of the board according to the
Board of Directors Evaluation Scale.
(4) Does the company regularly evaluate the
independence of CPAs?

(4) The company’s Accounting Department evaluates the
independence of CPAs once a year. the results were discussed
and approved at the 14th meeting of the 25th board of directors
on March 23, 2022.
Refer to Table 1 on page 34 of the annual report for the CPA
independence and competence assessment; refer to Attachment 2
on page 35-37 of the annual report for the CPA independence
statement.
No significant
difference.
4. For TWSE/TPEx-listed companies, are there
suitable persons in an appropriate number and
designated supervisors for corporate governance
to take charge of related matters (including but
not limited toprovidingdirectors and supervisors





The company’s Management Department is responsible for corporate
governance affairs. We have also designated the Shareholders Service
Office of the Accounting Department as the unit responsible for matters
related to board of directors' meetings and shareholders' meetings.



No significant
difference.

30

Evaluation item Operating status Deviations from
Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed Companies
and reasons
Yes No
Summary
with materials required for them to carry out their
tasks, helping directors and supervisors comply
with the law, taking care of board of directors'
meetings and shareholders' meetings as required
by law, and preparing minutes of board of
directors' meetings and shareholders' meetings)?





5. Does the company establish a communication
channel and build a designated section on its
website for stakeholders (including without
limitation shareholders, employees, customers,
suppliers, etc.), and properly respond to
corporate social responsibility issues that
stakeholders are concerned about?






The company has set up a stakeholders section on the website which
shows the contact to communicate with stakeholders. Website visitors
may also choose a contact according to their needs.


No significant
difference.
6. Has the company designated a professional
shareholder service agency to deal with matters
of the shareholders' meeting?


The company has designated a professional shareholder service
agency, the Stock Affairs Agency Department at Grand Fortune
Securities,to handle the matters of the shareholders' meeting.
No significant
difference.
7. Information disclosure
(1) Has the company established a corporate
website to disclose information regarding the
company's financial, business, and corporate
governance status?



(1) The
company
has
set
up
sections
on
the
website
(www.chuwa.com.tw)for investors and corporate governance to
disclose information regarding our financial, business, and
corporategovernance status.



No significant
difference.
(2) Has
the
company
established
other
(2) The companyhas a website that discloses other information and No significant

31

Evaluation item Operating status Deviations from
Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed Companies
and reasons
Yes No
Summary
information
disclosure
channels
(e.g.,
maintaining an English-language website,
appointing responsible people to handle
information
collection
and
disclosure,
appointing spokespersons, or webcasting
investor
conferences
on
the
company
website)?





appointed a dedicated unit to be responsible for maintaining the
information on the website. We also appointed dedicated
personnel to be responsible for disclosing material information
and related information on the Market Observation Post System.
We have also implemented a spokesperson system in accordance
with the regulations.





difference.
(3) Does the company announce and declare the
annual financial report within two months
after the end of the fiscal year, and announce
and declare the Q1, Q2 and Q3 financial
reports and operating status of each month
within theprescribed deadline?




(3) At present, the company's monthly operations, quarterly reports,
and annual reports have been disclosed and submitted before the
statutory deadline.


Under evaluation.
8. Is there any other important information to
facilitate
a
better
understanding
of
the
company’s corporate governance practices
(including but not limited to employee rights,
employee wellness, investor relations, supplier
relations, rights of stakeholders, continuing
education of directors and supervisors, the
implementation of risk management policies and
risk evaluation standards, the implementation of
customer relationspolicies,andpurchasing









1. Employee rights and care for employees. The company protects
employee rights in accordance with the Labor Standards Act. We also
purchase insurance for employees.
2. Investor relations: The company’s website lists the details for the
dedicated contact. We also have a dedicated shareholders service unit
for handling shareholders’ recommendations.
3. Stakeholder rights: Stakeholders can communicate and make
suggestions to the company at anytime in order to protect their legal
rights.
4. Continuingeducation of directors: The directors of the companyall







No significant
difference.

32

Evaluation item Operating status Operating status Operating status Deviations from
Corporate
Governance Best-
Practice
Principles for
TWSE/TPEx
Listed Companies
and reasons
Yes No
Summary
liability insurance for directors and supervisors)? have a professional and industrial background, as well as practical
experience in operations and management. They also periodically
take courses related to corporate governance and securities laws and
regulations.
5.Implementation of risk management policies and risk assessment
standards: The company manages and evaluates risks in accordance
with internal control and internal audit operations.
6.The purchase of liability insurance for the directors and supervisors:
The company has purchased liability insurance for directors and
independent directors to strengthen the protection of shareholders’
interests. The cumulative compensation limit for each claim and the
policy period is US$10 million.








9. Explain improvements made according to Corporate Governance Evaluation results released in the most recent year by the Corporate Governance
Center of Taiwan Stock Exchange and provide priorities to be reinforced and measures among those pending improvement (leave blank if the
company was not evaluated): The company reviews corporate governance assessment items that were not scored and will continue to make efforts
to continuously improve corporate governance in the future.

33

Table 1: Evaluation of the independence of the CPAs

Chuwa Wool Industry Co., (Taiwan) Ltd.

2022 CPA independence and competence assessment

Date of assessment: March 23, 2022

Name of accountants: Chun-Yuan Hsiao and Se-Kai Lin Accounting firm: PwC Taiwan (1) Evaluation content

Name of accountants: Chun-Yuan Hsiao and Se-Kai Lin
Accounting firm: PwC Taiwan
(1)Evaluation content
Item Results
1. As of the most recent assurance operation, the company has not engaged
the same CPAwithout replacement forsevenconsecutive years.
■ Yes □ No
2. The CPA does not have significant financial interest in the principal. ■ Yes □ No
3. The CPA avoids inappropriate relationships with the principal. ■ Yes □ No
4. The CPA shall ensure the honesty, impartiality, and independence of
theirassistants.
■ Yes □ No
5. The CPA shall not perform audit or assurance services for financial
statements of companies they have been employed by in the most recent
two years.
■ Yes □ No
6. The CPA shall not lend his/her name for use by others. ■ Yes □ No
7. The CPA does not own any shares in the company and its affiliated
companies.
■ Yes □ No
8. The CPA has not engaged in lending and borrowing of money with the
company andits affiliated companies.
■ Yes □ No
9. The CPA does not have join investments or interest-sharing
relationships with the companyand its affiliated companies.
■ Yes □ No
10. The CPA does not concurrently serve as a regular employee of the
company or its affiliated companies and does not receive a fixed salary
from them.
■ Yes □ No
11. The CPA is not involved in the decision-making process of the company
and its affiliated companies.
■ Yes □ No
12. The CPA is not concurrently operating other businesses that would
compromise the CPA's independence.
■ Yes □ No
13. The CPA does not have a spouse, immediate family members, direct
relatives by marriage, or relatives within the second degree of kinship
who serve in the senior management of the company.
■ Yes □ No
14. The CPA has not collected any commission related to his/her service. ■ Yes □ No
15. Up to now, the CPA has not been penalized or engaged in matters that
would compromise theprinciple of independence.
■ Yes □ No

(2) Evaluation results:

CPAs Chun-Yuan Hsiao and Se-Kai Lin are independent from the company.

Head of accounting:

34

Attachment 2: Declaration of Independence of the Certified Public Accountants

Letter

Recipient: Chuwa Wool Industry Co., (Taiwan) Ltd. Audit Committee

Date: March 25, 2021 No.: PwC No. 20007715

Subject: Explain the role, responsibilities and independence of the CPAs of the Group's financial statements for 2021.

Description:

  1. According to the provisions of Article 4 of Bulletin No. 10 of the Norm of Professional Ethics for Certified Public Accountants of the Republic of China (Bulletin No. 10), CPAs shall maintain independence of mind and in appearance when auditing or reviewing financial statements. Therefore, our firm would like to declare to your company that the professional personnel of the audit team, other professionals of the firm, and the audit work have complied with the provisions relevant to independence of Bulletin No. 10 and the PwC Global Independence Policy. We have not violated any regulations that would compromise the independence of the firm. If the execution of this appointment involves other PwC affiliates, the relevant affiliates have followed the PwC Global Independence Policy.

  2. To provide the best service to the Group, our CPAs must maintain an objective, fair, honest, and rigorous attitude in all cases and strictly abide by the firm’s code of conduct to ensure that they can provide the Group with high-quality assurance services in a timely manner and meet the expectations of the public.

  3. CPAs are responsible for expressing an opinion on whether the consolidated financial statements and individual financial statements present fairly the financial position, operating results, and cash flow based on the audit results, with reasonable belief that there are no material misrepresentations in the consolidated financial statements and individual financial statements. The preparation of the consolidated financial statements and individual financial statements is the responsibility of the management of the Group. The management of the Group will provide all known information related to the preparation of the consolidated financial statements and the individual financial statements, including financial and accounting records and related information. Even if the consolidated financial statements and individual financial statements are audited by the CPAs, the management still bears the aforementioned responsibilities for the financial statements.

PwC Taiwan

27F, No. 333, Section 1, Keelung Road Xinyi District, Taipei City, Taiwan 110208 T: +886 (2) 2729 6666, F: +886 (2) 2729 6686, www.pwc.tw

35

  1. The CPAs communicate with the governance unit in accordance with the SASs No. 62, Communication with the Auditee's Governance Unit. The CPAs will, based on their judgment, learn about governance matters that are material to the oversight of the financial reporting and disclosure process when communicating with the governance unit during the process of auditing consolidated financial statements and individual financial statements. The above regulation, however, does not require CPAs to design audit procedures specifically to identify material governance matters. Thus, do not expect the audit to confirm all governance matters.

  2. To fulfill CPA responsibilities, our firm's CPAs and professional teams will uphold an attitude of professional skepticism, properly plan and execute the audit to ensure that it is of the highest quality. The independent auditor’s report will also be reviewed by our CPAs to determine the type of report to be issued. They will also sign the report to take responsibility for its contents.

  3. Audits performed by the firm are based on fairness and objectivity. The firm has confirmed the following matters. Please contact our CPAs for any inconsistencies:

  4. (1) The firm's CPAs and the professional services personnel of the audit team do not own shares in your company.

  5. (2) The firm's CPAs and the professional services personnel of the audit team have not served as directors or supervisors of the Group.

  6. (3) The firm declares that the professional services personnel of the audit team have not received requests that are or felt inappropriate from your company's management regarding the policies chosen or financial statement disclosure; nor has the audit items been reduced on the grounds of reducing fees, which will affect objectivity and professional doubts.

  7. (4) The firm has no business relationships with the Group.

  8. (5) The firm has no litigious relationships with the Group.

  9. (6) The firm declares that the professional services personnel of the audit team are not entrusted with being the defenders of your company's position or opinion, or to mediate on your company's behalf in conflicts that arise with other third parties.

  10. (7) The professional services personnel of the audit team not related to your company’s directors, managers, or anyone who has significant influence on audits.

  11. (8) The professional services personnel of the audit team have not accepted gifts of great value or gifts from directors and managers of your company.

  12. (9) According to the professional judgment of the CPAs, there are no other circumstances that could violate CPA independence.

36

  • (10) The CPAs have not discovered situations that may endanger CPA independence, so there is no need for communication about safeguards.

  • During the audit process, if the CPAs discover matters that may violate CPA independence, they will communicate with the Group’s governance unit about the situation and take relevant safeguards.

Appendix:

  • I: List of key members of the audit team in accordance with the stipulations of Bulletin No. 10.

  • II: List of affiliated companies of PwC Taiwan.

PwC Taiwan Chun-Yuan Hsiao CPA Se-Kai Lin

37

Appendix I: List of members of the audit team in accordance with the stipulations of Bulletin No. 10.

Appendix I: List of members
10.
of the audit team in
Name Job title
Chun-Yuan Hsiao CPA
Se-Kai Lin CPA
Yu-Ting Hung Manager
Chun-I Chou Team Lead

Appendix II: List of affiliated companies of PwC Taiwan.

Appendix II: List of affiliated companies of PwC Taiwan.
(1) PricewaterhouseCoopers Management Consulting Co., Ltd.
(2) PwC Legal
(3) PricewaterhouseCoopers Tax Consulting Co., Ltd.
(4) PricewaterhouseCoopers International Financial Advisory Co., Ltd.
(5) PricewaterhouseCoopers International Financial Consulting Co., Ltd.
(6) PricewaterhouseCoopers Consulting Services Taiwan Co., Ltd.
(7) PricewaterhouseCoopers Business Consulting Services Taiwan Ltd.
(8) PricewaterhouseCoopers Sustainability Services Co., Ltd.
(9) PricewaterhouseCoopers International Real Estate Co., Ltd.
(10) PricewaterhouseCoopers Human Resource Management Consulting Co., Ltd.
(11) PricewaterhouseCoopers Smart Risk Management Consulting Services Co., Ltd.

38

  • (4) If the Company has set up a Remuneration Committee, the composition, responsibilities and operating status of the Remuneration Committee shall be disclosed:

1.Members of the Remuneration Committee

Identity Type
Qualifications
Name

Professional qualifications
and experience, and
independence compliance

Number of other public
companies in which the
member also serves as a
member of their
remuneration committee


Remarks
Independent
director
(Convener)
Liu, Teng-
Cheng
Refer to Pages 13 - 15
Professional expertise and
status of directors:
0
Independent
director
Liu, Chieh-Min 0
Independent
director
Tien, Hung-
Mao
0
  • 2.Roles and Responsibilities of the Remuneration Committee:

  • (1)Periodically review the Organizational Rules of the Company’s Remuneration

  • Committee and make recommendations for amendments.

  • (2)Establish and conduct regular review of the policies, systems, standards, and structures for performance appraisal regulations and remuneration of the Company's directors and managers.

  • (3)Periodically assess the degree to which performance goals for the directors and managerial officers of the Company have been achieved, and set the types and amounts of their individual remuneration.

  • 3.Operation of the Remuneration Committee:

  • (1)The Company’s Remuneration Committee has 3 members.

  • (2)Term of the current committee: February 17, 2020 to February 16, 2023.

  • (3)The Remuneration Committee held 5 meetings (A) in the most recent year (2021)

and as of the printing date of this annual report. The qualifications and attendance of

the committee members are as follows:

Job title Name Attendances
in person
(B)
Attendance
by proxy
Attendance
rate (%)
(B/A)
Remarks
Convener Liu,Teng-Cheng 5 100
Member Liu,Chieh-Min 5 100
Member Tien,Hung-Mao 5 100

39

Other disclosures:

  1. In the event that a Remuneration Committee recommendation is rejected or amended in a board of directors meeting, please describe the date and session of the meeting, content of motion, the board's resolution, and the way the company handled the Remuneration Committee's opinions (describe the differences and reasons, if any, should the board of directors approve a solution that was more favorable than the one proposed by the Remuneration Committee): N/A.

  2. If a member had dissenting or qualified opinion on record or stated in writing regarding any resolution passed by the Remuneration Committee, describe the date of committee meeting, term of the committee, content of motion, opinions of all members, and actions taken by the Company in response to the opinion of members: N/A.

  3. The motions and resolutions of the Remuneration Committee’s meetings in the most recent year, and the Company’s handling of the members’ opinions:

Date Motion Resolutions Members’
opinions
The Company's
handling of the
Remuneration
Committee’s
opinions
2021.01.27 1. Amendment to the
“Guidelines for the
Evaluation of the
Performance of the
Board of Directors”
Approved with no
attending committee
member voices an
objection following
an inquiry by the
chair.
No
dissenting or
qualified
opinion.
Proposed at the
board meeting
and approved by
all attending
directors.
2. 2019 Director
remunerationproposal
3. 2019 Employees
remunerationproposal.
2021.03.25 Proposed remuneration for
directors and employees in
2020.
Approved with no
attending committee
member voices an
objection following
an inquiry by the
chair.
No
dissenting or
qualified
opinion.
Proposed at the
board meeting
and approved by
all attending
directors.
2021.11.10 Subsequent ratification of
the change in the
Company’s chief
accounting and financial
officers
Approved with no
attending committee
member voices an
objection following
an inquiry by the
chair.
No
dissenting or
qualified
opinion.
Proposed at the
board meeting
and approved by
all attending
directors.
2022.01.12 1. 2021 distribution of
Chairman’s bonus
Approved with no
attending committee
member voices an
objection following
an inquiry by the
chair.
No
dissenting or
qualified
opinion.
Proposed at the
board meeting
and approved by
all attending
directors.
2 2019 distribution of
employees
remuneration
2022.03.23 1 2021 remuneration for
directors and employees
proposal.
Approved with no
attending committee
member voices an
objection following
an inquiry by the
chair.
No
dissenting or
qualified
opinion.
Proposed at the
board meeting
and approved by
all attending
directors.
2. Passed the appointment
and salary review of the
Company’s audit
supervisor.

40

(5) Discrepancies between the implementation of sustainable development and the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies, and reasons for such discrepancies:

Implementation item Implementation status Deviations from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companiesandreasons
Yes No Summary
1.
Has the company established and promoted a
sustainable development governance structure and
set up a dedicated (or non-dedicated) unit for the
promotion of sustainable development, and has
the Chairman authorized the senior management
to handle relevant issues and does the Chairman
supervise the state of affairs with respect to the
preceding?
No dedicated (or non-dedicated) unit has been set up to promote
sustainable development.
The company will set
up a unit as needed in
the future.
2.
Does the company perform assessments of risks
in environmental, social, and corporate
governance issues relevant to its business
activities according to the materiality principle
and devise risk management policies and
strategies accordingly?
Currently, the company has not established relevant policies or
strategies and will consider establishing them as needed in the
future.
Under evaluation.
3.
Environmental topics
(1) Has the company established a proper
environmental management system based on
the characteristics of theindustry?
The company does not currently have any production lines. Not applicable.
(2) Is the company committed to improving energy
efficiency and using renewable materials that
havelessimpact onthe environment?
(3) Does the company evaluate the potential risks
and opportunities in climate change with regard
tothe present andfuture of its business,and

41

Implementation item Implementation status Deviations from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companies and reasons
Yes No Summary
adopt appropriate countermeasures?
(4) Does the company take inventory of its
greenhouse gas emissions, water consumption,
and total weight of waste in the last two years,
and implement policies greenhouse gas
reduction, water use reduction, or waste
management?
4.
Socialtopics
(1) Has the company developed its policies and
procedures in accordance with laws and the
International Billof Human Rights?
(1) The company complies with labor laws and has developed
employee codes and related personnel norms to protect the
legal rightsandinterests ofemployees.


No significant
difference.
(2) Does the company establish and implement
reasonable employee benefits (including
remuneration, leave, and other benefits) and
ensure business performance or results are
reflected adequately in employee
remuneration?
(2) The company established regulations for employee welfare
and considers the company's business performance to
distribute employee remuneration and share the profit with
employees.



No significant
difference.
(3) Does the company provide employees with a
safe and healthy work environment? Are
employees trained regularly on safety and
health issues?
(3) The company is committed to providing employees with a
safe workplace. In accordance with the relevant regulations
of the Occupational Safety and Health Act, the company
maintains and monitors the work environment, implements
access control, and regularly inspects and cleans fire, air-
conditioning, and drinking water equipment to reduce the
hazardsto employee safetyandhealth.





No significant
difference.
(4) Has the company implemented an effective
training program that helps employees develop
skills over the course of theircareer?
(4) The company organizes professional on-the-job training
courses for employees according to the needs of each
function to enhance skillsfor theircareer.


No significant
difference.

42

Implementation item Implementation status Implementation status Implementation status Deviations from
Sustainable
Development Best
Practice Principles for
TWSE/TPEx Listed
Companiesandreasons
Yes No Summary
(5) Do the company’s products and services
comply with relevant laws and international
standards in relation to customer health and
safety, customer privacy, and marketing and
labeling of products and services, and are
relevant consumer protection and grievance
procedure policies implemented?
(5) The company advertises and labels its products and services
according to relevant regulations and international standards.
Furthermore, the company's website provides the contact and
an e-mail address to provide a channel for customer inquiries
and suggestions.




No significant
difference.
(6) Does the company implement supplier
management policies, requiring suppliers to
observe relevant regulations on environmental
protection, occupational health and safety, or
labor and human rights? If so, describe the
results.
(6) The company conducts credit checks on suppliers and
evaluates whether the suppliers have had bad records in the
past. We also pay attention to whether the suppliers have
records of violations against environmental protection,
occupational safety, and human rights. The company deals
with key suppliers through international trade. If a supplier
is found to be in violation of its corporate social
responsibility and if it is verified, the company will consider
terminating the relationship with the supplier.








No significant
difference.
5.
Does the company prepare sustainability reports
and other reports that disclose non-financial
information by following international reporting
standards or guidelines? Does the company obtain
third-party assurance or guarantees for the reports
above?
The company has not yet prepared a sustainability report and will
prepare the reports in the future based on the needs of the
company.


The company prepare
the reports as needed in
the future.
6.
Describe the deviations, if any, between actual practice and the sustainable development principles, if the company has formulated such principles
based on the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies:
The company has not formulated a sustainable development code, so this is not applicable.
7.
Other important information to facilitate a better understanding of the company's implementation of sustainable development: None.

43

  • (6) Implementation of ethical corporate management and measures and departure from Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons:
Evaluation item Operating status Deviation from
Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies and
reasons for deviation
Yes No Summary
1.
Establishment of ethical corporate management
policyand approaches
(1) Has the company implemented a board-
approved ethical corporate management policy
and stated in its regulations and external
correspondence the ethical corporate
management policy and practices, as well as
the active commitment of the board of directors
and management towards enforcement of such
policy?
(1) The company implemented a Code of Operation Integrity
and disclosed it on the company's website under the
corporate governance section. The Code states the ethical
corporate management policy and practices, as well as the
active commitment of the board of directors and
management towards enforcement of such policy.
No significant
difference.
(2) Does the company have mechanisms in place
to assess the risk of unethical conduct, and
perform regular analysis and assessment of
business activities with higher risk of unethical
conduct within the scope of business? Does the
company implement programs to prevent
unethical conduct based on the above and
ensure the programs cover at least the matters
described in Paragraph 2, Article 7 of the
Ethical Corporate Management Best Practice
(2) The company has formulated the Code of Operation
Integrity, Director Code of Conduct, and Employee Code of
Conduct, and disclosed them on the company's website to
actively prevent dishonest behavior.
No significant
difference.

44

Evaluation item Operating status Deviation from
Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies and
reasons for deviation
Yes No Summary
Principles for TWSE/GTSM Listed
Companies?
(3) Does the company provide clearly the
operating procedures, code of conduct,
disciplinary actions, and appeal procedures in
the programs against unethical conduct? Does
the company enforce the programs above
effectively and perform regular reviews and
amendments?
(3) The company has formulated the Code of Operation
Integrity, Director Code of Conduct, and Employee Code of
Conduct to prevent dishonest behavior and opportunities for
personal gain.

No significant
difference.
2.
Implementation of ethical management
(1) Does the company evaluate the integrity of all
counterparties it has business relationships
with? Are there any integrity clauses in the
agreements it signs with business partners?
(1) The company evaluates the integrity records of all
counterparties and refuses to work with those with a record
of dishonest behavior. However, the company has not
formulated contract terms. We will consider doing so as
needed in the future.
Under evaluation.
(2) Does the company have a dedicated unit
responsible for business integrity under the
board of directors which reports the ethical
management policy and programs against
unethical conduct regularly (at least once a
(2) The company’s management department is responsible for
promoting operation integrity, and at least one performance
evaluation of the board of directors shall be implemented
each year. The 2021 results were reported to the 14th
meetingof the 25th board of directors on March 23,2022.
No significant
difference.

45

Evaluation item Operating status Operating status Operating status Deviation from
Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies and
reasons for deviation
Yes No Summary
year) to the board of directors while overseeing
such operations?
All matters of the year comply with the regulations.
(3) Has the company established policies to
prevent conflicts of interests, implemented such
policies, and provided adequate channels of
communications?

(3) The company has established the Code of Operation
Integrity to identify, monitor, and manage risks caused by
dishonest behavior due to conflicts of interest. The
company also provides appropriate channels for directors,
managers, and other stakeholders who attend the board
meetings to proactively state whether there are potential
conflicts of interest with the company.
No significant
difference.
(4) Does the company have effective accounting
and internal control systems in place to
implement business integrity? Does the internal
audit unit follow the results of unethical
conduct risk assessments and devise audit plans
to audit the systems accordingly to prevent
unethical conduct, or hire outside accountants
toperform the audits?
(4) The company has established effective accounting and
internal control systems, which are regularly audited by our
internal auditors.
No significant
difference.
(5) Does the company organize internal and
external education and training periodically to
helpenforce honest operations?
(5) The company organizes training to promote the prevention
of insider trading and the handling of material insider
information.
No significant
difference.
3.
Operation of whistleblowingsystem

46

Evaluation item Operating status Operating status Operating status Deviation from
Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies and
reasons for deviation
Yes No Summary
(1) Does the company provide incentives and
means for employees to report malpractices?
Does the company assign dedicated personnel
to investigate the reported malpractices?
(1) The company has established the Whistleblowing and
Grievance Procedures for Illegal and Unethical Behavior to
standardize reporting channels and encourage
whistleblowing.
No significant
difference.
(2) Does the company have in place standard
operating procedures for investigating and
processing reports, as well as follow-up actions
and relevant post-investigation confidentiality
measures?
(2) The company stipulates relevant confidentiality obligations
in the Employee Code of Conduct and Code of Operation
Integrity.
No significant
difference.
(3) Has the company provided proper
whistleblower protection?
(3) The company will adopt appropriate measures to protect the
whistleblower. There have been no cases of improper
handlingdue to whistleblowing.
No significant
difference.
4.
Improving information disclosure
Has the company disclosed the contents or its
ethical corporate management principles as well
as relevant implementation results on its website
and on the Market Observation Post System?
The company has disclosed the Code of Operation Integrity,
Director Code of Conduct, and Employee Code of Conduct on
the company’s website.
No significant
difference.
5.
If the company has established ethical corporate management principles in accordance with the Ethical Corporate Management Best Practice Principles
for TWSE/GTSM Listed Companies,describe the difference between theprinciples and implementation status: None.
6.
Other important information to facilitate a better understanding of the company's implementation of ethical corporate management: (such as review and
amendment of ethical management rules)
(1) The companyhas defined the system for recusal of directors for conflict of interests in the Rules and Procedures for Board of Directors Meetings.

47

Evaluation item Operating status Operating status Operating status Deviation from
Ethical Corporate
Management Best
Practice Principles for
TWSE/GTSM Listed
Companies and
reasons for deviation
Yes No Summary
If a director, or a corporate entity that the director represents, has an interest in any agenda item, full disclosure is required during the current
meeting session. The director shall recuse himself/herself from the discussions and voting if he/she has a conflict of interest. In which case, the
director also may not exercise voting rights as a proxy for other directors.
(2) The company has established the Insider Trading Prevention Management to clearly stipulate that directors, managers, and employees may not
disclose material insider information and shall not inquire about or collect undisclosed material insider information that are unrelated to their
positions from anyone who is knowledgeable. They are also not allowed to disclose undisclosed material insider information learned outside of
performing their duties.
(3) The company has established the Code of Operation Integrity, which prohibits unethical conduct from the company's directors, managers,
employees,contractors,and substantial controllers.
  • (7) If the company has established corporate governance principles and related guidelines, disclose the means of accessing this information: The company has established the Corporate Governance Best Practice Principles. Refer to the URL below: https://www.chuwa.com.tw/download/procedure/procedure13.pdf

48

(8) Other significant information which may improve the understanding of corporate

governance and operation:

2021 training progress of directors:

Job title Name Date of
Training
Organizer Course content Training hours
Chairman Hou, Chia-Chi 2021/09/24 Securities & Futures
Institute
Advanced practical seminar for directors
and supervisors (including independent
directors) and chief corporate governance
officer - Analysis and decision-making of
corporate financial information


3
2021/10/01 Securities & Futures
Institute
Advanced practical seminar for directors
and supervisors (including independent
directors) and chief corporate governance
officer - Global Risk Perception -
Opportunities and Challenges for the
Next Decade

3
Director Huang Ming-Yu 2021/08/06 Taiwan Corporate
Governance
Association
Our distance from insider trading 3
2021/08/17 Taiwan Corporate
Governance
Association
Unlawful activities and discussion about
anti-money laundering and combating
the financing of terrorism
3
2021/08/19 Taiwan Corporate
Governance
Association
Corporate governance and information
disclosure system - Responsibilities of
insiders
3
2021/08/24 Taiwan Corporate
Governance
Association
The responsibilities of directors and
supervisors - KY case and discussion of
corporate governance
3
Director Chen Chien-Ting 2021/11/18 Securities & Futures
Institute
The impact of latest changes in tax laws
on business operations and the responses
3
2021/12/07 Taiwan Corporate
Governance
Association
Global Political and Economic Situation
on Taiwanese Business Operations and
M&A strategies
3
Director Hsu Chang 2021/08/06 Securities & Futures
Institute
Advanced practical seminar for directors
and supervisors (including independent
directors) and chief corporate governance
officer - Blockchain technology
development and business model

3
2021/11/05 The Institute of
Internal Auditors -
Chinese Taiwan
The war and protection of intangible
assets -- Trade secrets and competition
6
Independent
director
Liu, Teng-Cheng 2021/11/16 Taiwan Corporate
Governance
Association
Operational and decision-making
effectiveness of the board of directors:
3
2021/12/14 Taiwan Corporate
Governance
Association
Unlawful activities and discussion about
anti-money laundering and combating
the financing of terrorism
3
Independent
director
Liu, Chieh-Min 2021/11/15 The Institute of
Internal Auditors -
Chinese Taiwan
Things to note and practical analysis of
Shareholders' meeting and the Company
Act
6
Independent
director
Tien, Hung-Mao 2021/11/09 Taiwan Corporate
Governance
Association
How does the Audit Committee
effectively supervise the internal control
3
2021/11/16 Taiwan Corporate
Governance
Association
Operational and decision-making
effectiveness of the board of directors
3

49

  • (9) Implementation of internal control system:

  • 1.Statement on Internal Control

Chuwa Wool Industry Co., (Taiwan) Ltd.

Statement of Internal Control System

Date: March 23, 2022

The company hereby makes the following statement about its internal control system for 2021 based on the assessments it performed:

  • I. The company takes recognizance of the fact that the establishment, execution, and maintenance of its internal control system are the responsibilities of the company's board of directors and managers; such policies have been implemented throughout the company. The purpose is to provide reasonable assurance to the effectiveness and efficiency of business operations (including profitability, performance, and security of assets), reliability of reports, and compliance with relevant regulatory requirements in reaching compliance targets.

  • II. There are inherent limitations to even the most well-designed internal control system. As such, an effective internal control system can only reasonably ensure the achievement of the three aforementioned goals. Moreover, the operating environment and situation may change, impacting the effectiveness of the internal control system. However, selfsupervision measures were implemented within the company's internal control policies to facilitate immediate rectification once procedural flaws have been identified.

  • III. The company determines the effectiveness of the design and implementation of its internal control system in accordance with the items in Governing Regulations for Public Company's Establishment of Internal Control System (hereinafter called Governing Regulations) that are related to the effectiveness of internal control systems. The measures based on which to evaluate the internal control system adopted under the Governing Regulations are its five underlying elements, namely: 1. control environment, 2. risk assessment and reaction, 3. control process, 4. information and communication, and 5. supervision. Each of the elements in turn contains certain audit items. Please refer to the Governing Regulations for details.

  • IV. The company has adopted the aforementioned measures to evaluate the effectiveness of the design and implementation of the internal control system.

  • V. Based on the findings of the aforementioned examination, the company believes it can reasonably assure that the design and implementation of its internal control system as of December 31, 2021 (including supervision and management of subsidiaries), including the effectiveness and efficiency in operation, reliability, promptness, and transparency of reports, and compliance with relevant regulatory requirements, have achieved the aforementioned objectives.

  • VI. This statement constitutes part of the company's annual report and prospectus, and shall be disclosed to the public. The company shall be legally liable under Articles 20, 32, 171 and 174 of the Securities and Exchange Act with respect to any unlawful aspects such as falsehood or concealment of facts in relation to the aforesaid statement.

50

  • VII. This statement was approved unanimously by all 7 Directors present at the meeting of the Board of Directors on March 23, 2022.

Chuwa Wool Industry Co., (Taiwan) Ltd.

Chairwoman Michelle Hou

President: Hsien-Wen Liu

51

  • 2.The audit report the certified public accountant shall be disclosed if the certified public accountant is engaged to conduct a special audit of the internal control systems: None.

  • (10) The penalties, major deficiencies, and improvement status for penalties that are imposed on the Company or internal personnel by law or imposed on internal personnel by the Company for violating the provisions of the internal control system, as well as their possible significant impact on shareholders' equity or stock prices in the past year and up to the publication date of this annual report: None.

  • (11) Important resolutions made during shareholders' meetings and board of directors' meetings in the past year and up to the publication date of this annual report:

  • 1.Important resolutions of the shareholders' meeting are as follows:

Date of
meeting
Important resolutions Resolutions and execution status Resolutions and execution status Resolutions and execution status
2021.08.12 1. Ratification of 2020 business report and
financial statements.
1. Voting rights of attending shareholders during voting:
A total of 61,346,283 voting rights (including 49,544,272 electronic
voting rights).
Voting results:
Voting results Percentage of
voting rights of
attending
shareholders
(%)
Approval votes
(including electronic
votes)
61,253,831 shares
(49,452,820 shares)
99.84%
Disapproval votes
(including electronic
votes)
28,365 shares
(28,365 shares)
0.04%
Invalid votes (including
electronic votes)
0 shares
(0 shares)
0.00%
Abstention votes/no votes
(including electronic
votes)
64,087 shares
(63,087 shares)
0.10%
2.Execution status: Approved asproposed.
2. Ratification of 2020 earnings distribution
proposal
1. Voting rights of attending shareholders during voting:
A total of 61,346,283 voting rights (including 49,544,272 electronic
voting rights).
Votingresults:
Voting results Voting rights of
attending
shareholders:
Approval votes
(including electronic
votes)
61,264,831 shares
(49,463,820 shares)
99.86%
Disapproval votes
(including electronic
votes)
28,365 shares
(28,365 shares)
0.04%
Invalid votes (including
electronic votes)
0 shares
(0 shares)
0.00%
Abstention votes/no votes
(including electronic
votes)
53,087 shares
(52,087 shares)
0.08%
2.Execution status: Approved asproposed.

52

Date of
meeting
Important resolutions Resolutions and execution status Resolutions and execution status Resolutions and execution status
3. Approval of the amendments to the “Rules of
Procedure for Shareholders’ Meeting”.

1. Voting rights of attending shareholders during voting:
A total of 61,346,283 voting rights (including 49,544,272 electronic
voting rights).
Voting results:
2. Execution status: Approved as proposed; and published on the
Company’s website and handled according to the procedures after the
amendments.
Voting results
Percentage of
voting rights of
attending
shareholders
(%)
Approval votes
(including electronic
votes)
61,074,791 shares
(49,273,780 shares)
99.55%
Disapproval votes
(including electronic
votes)
207,406 shares
(207,406 shares)
0.33%
Invalid votes (including
electronic votes)
0 shares
(0 shares)
0.00%
Abstention votes/no
votes (including
electronic votes)
64,086 shares
(64,086 shares)
0.10%
4. Approved the amendment to the Company’s
“Rules for Election of the Directors”
1. Voting rights of attending shareholders during voting:
A total of 61,346,283 voting rights (including 49,544,272 electronic
voting rights).
Voting results
Percentage of
voting rights of
attending
shareholders
(%)
Approval votes
(including electronic
votes)
61,074,791 shares
(49,273,780 shares)
99.55%
Disapproval votes
(including electronic
votes)
207,405 shares
(207,405 shares)
0.33%
Invalid votes (including
electronic votes)
0 shares
(0 shares)
0.00%
Abstention votes/no
votes (including
electronic votes)
64,087 shares
(63,087 shares)
0.10%
Voting results Percentage of
voting rights of
attending
shareholders
(%)
Approval votes
(including electronic
votes)
61,074,791 shares
(49,273,780 shares)
99.55%
Disapproval votes
(including electronic
votes)
207,405 shares
(207,405 shares)
0.33%
Invalid votes (including
electronic votes)
0 shares
(0 shares)
0.00%
Abstention votes/no
votes (including
electronic votes)
64,087 shares
(63,087 shares)
0.10%
5. Approved the amendment to the Company’s
“Procedure for Endorsements and
Guarantees”.
1. Voting rights of attending shareholders during voting:
A total of 61,346,283 voting rights (including 49,544,272 electronic
voting rights).
Votingresults:
2. Execution status: Approved as proposed; and published on the
MOPS and Company’s website and handled according to the
procedures after the amendments.
Voting results
Percentage of
voting rights of
attending
shareholders
(%)
Approval votes
(including electronic
votes)
61,074,790 shares
(49,273,779 shares)
99.55%
Disapproval votes
(including electronic
votes)
207,406 shares
(207,406 shares)
0.33%
Invalid votes (including
electronic votes)
0 shares
(0 shares)
0.00%
Abstention votes/no
votes (including
electronic votes)
64,087 shares
(63,087 shares)
0.10%

53

Date of
meeting
Important resolutions Resolutions and execution status
6. Approved the amendment to the “Procedures
for Acquisition and Disposal of Assets”.
1. Voting rights of attending shareholders during voting:
A total of 61,346,283 voting rights (including 49,544,272 electronic
voting rights).
Voting results:
2. Execution status: Approved as proposed; and published on the
MOPS and Company’s website and handled according to the
procedures after the amendments.
Voting results
Percentage of
voting rights of
attending
shareholders
(%)
Approval votes
(including electronic
votes)
61,074,790 shares
(49,273,779 shares)
99.55%
Disapproval votes
(including electronic
votes)
207,406 shares
(207,406 shares)
0.33%
Invalid votes (including
electronic votes)
0 shares
(0 shares)
0.00%
Abstention votes/no
votes (including
electronic votes)
64,087 shares
(63,087 shares)
0.10%

54

2.Important resolutions made during the board of directors' meeting:

Date of
meeting
Important resolutions Matters
stated in
Article 14-3
of the
Securities
and
Exchange
Act
Matters
stated in
Article 14-5
of the
Securities
and
Exchange
Act
Handling of
the opinions
of the
independent
directors and
Company
Resolutions of the Board of Directors or
Audit Committee
2021.01.27 1.
Amendment to the
“Management of the Financial
Statement Preparation Process”
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2.
2021 Business Plan
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
3.
The Company signed a land
development joint venture
contract with five companies
including Wei Li International
Development Co., Ltd., at
Zhongyi Section, Tucheng
District, New Taipei City
V V None Audit Committee: Unanimously approved
by all attending directors.
Board of Directors: Apart from the directors
who recused themselves from the
discussion and voting according to the law,
all remaining directors in attendance voted
unanimouslyfor the motion.
4.
Amendment to the “Guidelines
for the Evaluation of the
Performance of the Board of
Directors”
None Board of Directors: Unanimously approved
by all attending directors
5.
2019 Director remuneration
proposal
None Board of Directors: Unanimously approved
byall attendingdirectors
6.
2019 Employees remuneration
proposal.
None Board of Directors: Unanimously approved
byall attendingdirectors
2021.03.25 1.
2020 Directors and employees
remunerationproposal.
None Board of Directors: Unanimously approved
byall attendingdirectors
2.
2020 business report and
financial statements.
V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
3.
2020 Deficit Compensation
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
4.
2020 “Statement of Internal
Control System”
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
5.
the Company’s application of
credit limit from financial
institutions
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
6.
Regularly evaluate the
independence of the certified
public accountants
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
7.
Amendment to the “Rules of
Procedure for Shareholders’
Meeting”
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
8.
Amendment to the “Rules for
Election of the Directors”
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors

55

Date of
meeting
Important resolutions Matters
stated in
Article 14-3
of the
Securities
and
Exchange
Act
Matters
stated in
Article 14-5
of the
Securities
and
Exchange
Act
Handling of
the opinions
of the
independent
directors and
Company
Resolutions of the Board of Directors or
Audit Committee
9.
Amendment to the “Procedure
for Endorsements and
Guarantees”
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
10. Time and venue for convening
2021 Shareholders’ Meeting.
None Board of Directors: Unanimously approved
byall attendingdirectors
2021.05.12 1.
2021 Earnings Distribution
Proposal
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2.
Amendment to the “Procedures
for Acquisition and Disposal of
Assets”
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
3.
Amendment to the Company's
"Internal Control System".
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
4.
Amendment to the
“Authorization Chart”
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
5.
Appointment of the Company’
certified public accountants
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
6.
Proposal to add the reasons for
convening 2021 Shareholders’
Meeting
None Board of Directors: Unanimously approved
by all attending directors
2021.07.15 1.
Proposal to change the date of
convening 2021 Shareholders’
Meeting
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2.
The Company signed a land
development joint venture
contract with four companies
including Wei Li International
Development Co., Ltd., at
Zhongxing Section, Sanchong
District, New Taipei City
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Apart from the directors
who recused themselves from the
discussion and voting according to the law,
all remaining directors in attendance voted
unanimouslyfor the motion.
2021.08.11 1.
2021 Q2 Earnings Distribution
Proposal
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2.
Proposal to apply for credit
limit from financial institutions
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2021.11.10 1.
2021 Q3 Earnings Distribution
Proposal
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2.
Provision of collateral for
Sanchong section, New Taipei
City
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors

56

Date of
meeting
Important resolutions Matters
stated in
Article 14-3
of the
Securities
and
Exchange
Act
Matters
stated in
Article 14-5
of the
Securities
and
Exchange
Act
Handling of
the opinions
of the
independent
directors and
Company
Resolutions of the Board of Directors or
Audit Committee
3.
2022 Audit Plan
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
4.
Subsequent ratification of the
change in the Company’s chief
accounting and financial
officers
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
5.
Subsequent ratification of the
change in the Company’s
spokesperson
None Board of Directors: Unanimously approved
by all attending directors
6.
Proposal to re-appoint directors
of HCW Investment Co., Ltd.
and Jollify4ever Ltd.
None Board of Directors: Unanimously approved
by all attending directors
2022.01.12 1.
2022 Business Plan
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2.
2021 distribution of Chairman’s
bonus
None Board of Directors: Apart from the directors
who recused themselves from the
discussion and voting according to the law,
all remaining directors in attendance voted
unanimouslyfor the motion.
3.
2019 distribution of employees’
remuneration
None Board of Directors: Unanimously approved
byall attendingdirectors
2022.03.23 1.
2021 Business Report and
Financial Statements
V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2.
2021 Q4 Earnings Distribution
Proposal
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
3.
2021 Proposed remuneration
for directors and employees
None Board of Directors: Unanimously approved
byall attendingdirectors
4.
2021 Statement of Internal
Control System
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
5.
Regularly evaluate the
independence of the certified
public accountants
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
6.
Amendment to the “Procedures
for Acquisition and Disposal of
Assets”
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
7.
Amendment to the Company's
“Articles of Incorporation”.
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
8.
Proposal to apply for credit
limit from financial institutions
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors

57

Date of
meeting
Important resolutions Matters
stated in
Article 14-3
of the
Securities
and
Exchange
Act
Matters
stated in
Article 14-5
of the
Securities
and
Exchange
Act
Handling of
the opinions
of the
independent
directors and
Company
Resolutions of the Board of Directors or
Audit Committee
9.
Provision of collateral for
Tucheng section, New Taipei
City
None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
10. Amendment to the Company’s
“Corporate Governance Best
Practice Principles”
None Board of Directors: Unanimously approved
by all attending directors
11. Amendment to the “Rules of
Procedure for Shareholders’
Meeting”
None Board of Directors: Unanimously approved
by all attending directors
12. Reelection of directors None Board of Directors: Unanimously approved
byall attendingdirectors
13. Proposed time, venue and other
relevant matters of 2022
Shareholders’ Meeting
None Board of Directors: Unanimously approved
by all attending directors
14. Appointment of the Company’s
chief auditor.
V V None Audit Committee: Unanimously approved
by all attending directors
Board of Directors: Unanimously approved
byall attendingdirectors
2022.05.11 1.
The company’s 2022 Q1
financial statements
None Audit Committee: Proposal approved as
proposed by all directors in attendance.
Board of Directors: Proposal approved as
proposed byall directors in attendance.
2.
The company’s 2022 Q1 profit
distribution proposal
None Audit Committee: Proposal approved as
proposed by all directors in attendance.
Board of Directors: Proposal approved as
proposed byall directors in attendance.
3.
The hiring or dismissal of a
certified public accountant
V V None Audit Committee: Proposal approved as
proposed by all directors in attendance.
Board of Directors: Proposal approved as
proposed byall directors in attendance.
4.
Amendments to the company's
Articles of Incorporation
None Audit Committee: Proposal approved as
proposed by all directors in attendance.
Board of Directors: Proposal approved as
proposed byall directors in attendance.
5.
Amendments to the Procedures
for the Acquisition and Disposal
of Assets

V
V None Audit Committee: Proposal approved as
proposed by all directors in attendance.
Board of Directors: Proposal approved as
proposed byall directors in attendance.
6.
Zhongxing Rd., Sanchong Dist.,
New Taipei City volume
working capital collateral
proposal
None Audit Committee: Proposal approved as
proposed by all directors in attendance.
Board of Directors: Proposal approved as
proposed byall directors in attendance.
7.Reappointment of the institutional
supervisor's representative of
HCW Investment Co., Ltd.
None Board of Directors: Proposal approved as
proposed by all directors in attendance.
8.
Nomination and review of
candidates for directors and
independent directors by the
company in accordance with the
law
None Board of Directors: Proposal approved as
proposed by all directors in attendance.
9.
Proposal to lift the non-compete
clause for new directors
None Board of Directors: Proposal approved as
proposed byall directors in attendance.

58

  • (12) Dissenting or qualified opinions of directors or supervisors against an important resolution passed by the board of directors that are on record or stated in a written statement in the past year and up to the printing date of this annual report: None.

  • (13) Summary of resignation or dismissal for chairman, president, chief accounting officer, chief financial officer, chief internal auditor, chief corporate governance officer, and research and development officer in the past year up to the printing date of this annual report:

report:
Job title Name Date of
appointment
Date of
dismissal
Reason for resignation or
dismissal
Assistant Vice President of
Finance and Accounting
Department
Chief accounting officer
Chief financial officer
Chiang, Chung-Wei 2018.04.26 2021.09.17 Work adjustment
Chief internal auditor Chang,Chih-Kai 2019.01.25 2022.03.23 Work adjustment

59

4. Information on certified public accountants’ fees

Unit: Thousand NT$

Name of accounting firm Name of
certified
public
accountants
Accountant's
duration of
audit
Audit
fee
Non-audit fee Non-audit fee Non-audit fee Non-audit fee Non-audit fee Total
Remarks
System
design

Business
registration

Human
resources

Others
(Note)

Subtotal
PricewaterhouseCoopers
Taiwan
Hsiao, Chun-
Yuan
2021.01.01-
2021.12.31
950 - - - 130 130 1,080 Non-audit
service fees is
for tax
assurance.
Lin, Se-Kai
  • (1) For fees paid to certifying accountants, the firm of the certifying accountants, and its affiliates, if non-audit fees exceed 25% of the audit fees then the amount of the audit and non-audit fees should be disclosed along with the nature of the non-audit service:

The non-audit fees paid to the certified public accountants, the accounting firm and its affiliates did not exceed 25% of the audit fees.

  • (2) If the accounting firm has been changed and the annual audit fees were lower for the year of the firm change compared to that of the previous year, audit fees before and after the changes and the reason for such changes should be disclosed: N/A.

  • (3) If the audit fees have decreased by more than 10% compared to the previous year, the amount, ratio, and reason for the reduction in audit expense should be disclosed: N/A.

  • Information on change of accountants

  • (1) Information regarding the former certified public accountants:

Date of change
Reason for change and description Not applicable
Whether the appointed person or
certified public account terminates
or rejects the appointment
Party concerned
Situation

Certified public
accountant
Appointed
person
Voluntarily terminate
appointment
Not applicable Not applicable
No longer accept (continue)
appointment
Not applicable Not applicable
Opinion and reason for issuance of
audit report during the most recent
two years containing an opinion
other than an unqualified opinion
Not applicable
Has different opinion from issuer Yes Accounting principle orpractice
Disclosure of financial report
Audit scope orprocedures
Others
None
Description:None
Other disclosure matters
(Items to be disclosed according to
Item 1-4 to 1-7, Paragraph 6,
Article 10 of the Guidelines)

60

(2) Information regarding the succeeding certified public accountants:

Name of accountingfirm:
Name of certifiedpublic accountants Not applicable
Date of appointment
Prior to the appointment, the consultation items and results on the
accounting treatment or accounting principle regarding a specific
transaction,and opinion that maybe rendered on the financial report
Written opinion from succeeding certified public accountant
regarding disagreement of opinions from the former certified public
accountant
  • (3) Reply letter from the former certified public accountant regarding Item 1, 2-3, Paragraph

    • 6, Article 10 of the Guidelines: Not applicable.
  • Chairperson, president, managers in charge of finance or accounting of the Company who had worked at the firm of the certifying accountants or its affiliates within the last year: N/A.

  • Share transfers and share pledging by directors, supervisors, managers and shareholders holding more than 10% equity in the past year and up to the printing date of this annual report:

(1) Change in share equity among directors, supervisors, managers, and major shareholders:

Unit: Shares

Job title Name 2021 2021 2022 as of April 25 2022 as of April 25
Number of
shares held
Increase
(decrease)
Shares pledged
Increase
(decrease)
Number of
shares held
Increase
(decrease)
Shares pledged
Increase
(decrease)
Chairman Representative of Xue
Yong Co., Ltd.: Hou,
Chia-Chi
1,000,000
Director Representative of Zu
Sheng International
Co., Ltd.:
Huang, Ming-Yu
Director Representative of Zu
Sheng International
Co., Ltd.:
Chen, Chien-Ting
Director Representative of Yuan
Zhong Co., Ltd.: Hsu,
Chang
1,192,000
Independent
director
Liu, Teng-Cheng
Independent
director
Liu, Chieh-Min
Independent
director
Tien, Hung-Mao
President Liu, Hsien-Wen
Assistant Vice
President
(Tsai, Shao-Hua (Note
1)

61

Job title Name 2021 2021 2022 as of April 25 2022 as of April 25
Number of
shares held
Increase
(decrease)
Shares pledged
Increase
(decrease)
Number of
shares held
Increase
(decrease)
Shares pledged
Increase
(decrease)
Chief financial
and accounting
officer
Chiang, Chung-Wei
(Note 2)
Chief financial
and accounting
officer
Lo,Chien-Chang
Shareholders with
a shareholding
ratio of over 10%

Hanshin Asset
Management Co., Ltd.

Note 1: Tsai, Shao-Hua served from 2018.03.15 to 2021.12.08.

Note 2: Chiang, Chung-Wei served from 2018.04.26 to 2021.09.17.

  • (2) Share transfer information: There is no transfer of shares by the Company’s directors, managers and major shareholders to related parties.

  • (3) Share pledging information: None.

62

  1. Information on the relationship between any of the top ten shareholders (related party, spouse, or kinship within the second degree):
April 25, 2022
Unit:Shares; %
April 25, 2022
Unit:Shares; %
April 25, 2022
Unit:Shares; %
Name Shareholding Shares held by spouse
and minor children
Total shares held in the
name of others
Shareholders with the top 10
shareholding ratios who are
related, spouses, and second-
degree relatives, their names, and
their respective relationships
Remarks
No. of
shares
Shareholding
ratio
No. of
shares
Shareholding
ratio

No. of
shares
Shareholding
ratio
Name Relation
Han Yang Global Co.,
Ltd.
49,139,065
53.41%

Yuan Zhong Co., Ltd. 4,082,000
4.44%

Xue Yong Co., Ltd. 3,238,000
3.52%

Kuo Yang Construction
Co., Ltd.
3,108,000
3.38%

Zu Sheng International
Co., Ltd.
2,233,000
2.43%

Hi-Lai Foods Co., Ltd. 1,900,000
2.07%

Li, Li-Sheng 1,832,000
1.99%

Wei Li International
Development Co., Ltd.
1,501,000
1.63%

Song Hao Investment
Co., Ltd.
1,044,000
1.14%

Chuang, Cheng-Yu 630,000
0.69%

  1. The shareholding of the Company, directors, supervisors, managers, and enterprises that are

directly or indirectly controlled by the Company in the same re-invested company:

December 31, 2021 Unit: Shares; %

Unit: Shares;% Unit: Shares;%
Investee company Investment by the Company
The shareholding of the directors,
supervisors, managers, and
investments that are directly or
indirectly controlled by the
Company:
Comprehensive investment
No. of shares Shareholding
ratio

No. of shares
Shareholding
ratio
No. of shares Shareholding
ratio
HCW Investment
Co., Ltd.
40,000,000 100%
40,000,000 100%

63

D. Fundraising

1. Capital and shareholding

  • (1) Source of share capital

1.Type of Shares

May 27, 2022 Unit: Shares

May 27, 2022
Unit:Shares
Type of Shares Authorized capital Remarks
Shares issued and
outstanding
Unissued shares Total
Publicly-listed
companies
Ordinaryshares
92,000,000 18,000,000 110,000,000

2.Capital formation process

May 27, 2022 Unit: Shares; Thousand NT$

Year /
Month
Issue
price
(NT$)
Authorized capital Authorized capital Equityissued Equityissued Remarks

No. of shares
Amount No. of shares Amount Source of share
capital
Shares
acquired by
non-cash
assets
Others
1964/10 100
150,000

15,000

150,000

15,000
Startup capital
15,000
None
1968/04 100
225,000

22,500

225,000

22,500
Cash capital
increase
7,500
None
1971/05 100
270,000

27,000

270,000

27,000
Capitalization of
earnings
4,500
None
1972/04 100
297,000

29,700

297,000

29,700
Capitalization of
earnings
2,700
None
1973/04 100
415,800

41,580

415,800

41,580
Capitalization of
earnings
11,880
None
1974/12 100
582,120

58,212

582,120

58,212
Capitalization of
earnings
16,632
None
1978/09 100
767,120

76,712

767,120

76,712
Capitalization of
earnings
18,500
None
1980/10 100
843,832

84,383

843,832

84,383
Capitalization of
earnings
7,671
None
1983/12 100
1,150,000

115,000

1,150,000

115,000
Capitalization of
earnings
30,617
None
1984/06 100
1,800,000

180,000

1,800,000

180,000
Capital increase
through capital
reserve
65,000
None
1988/05
10

33,300,000

333,000

33,300,000

333,000
Capitalization of
earnings
153,000
None
1988/06
10

40,500,000

405,000

40,500,000

405,000
Capital increase
through capital
reserve
72,000
None

64

Year /
Month
Issue
price
(NT$)
Authorized capital Authorized capital Equityissued Equityissued Remarks

No. of shares
Amount No. of shares Amount Source of share
capital
Shares
acquired by
non-cash
assets
Others
1989/08
10

46,980,000

469,800

46,980,000

469,800
Capitalization of
earnings
64,800
None (78) Tai-Cai-Zheng
(I) No. 01489 dated
1989.07.25
1990/12
10

53,385,000

533,850

53,385,000

533,850
Cash capital
increase
49,956
Capital increase
through capital
reserve
14,094
None (79) Tai-Cai-Zheng
(I) No. 03166 dated
1990.11.15
1991/10
10

80,000,000

800,000

63,385,000

633,850
Cash capital
increase
100,000
None (80) Tai-Cai-Zheng
(I) No. 02811 dated
1991.09.27
1992/10
10

80,000,000

800,000

69,723,500

697,235
Capital increase
through capital
reserve
63,385
None (81) Tai-Cai-Zheng
(I) No. 02413 dated
1992.09.17
1993/07
10
110,000,000
1,100,000

87,538,000

875,380
Capitalization of
earnings
139,447
Capital increase
through bonus to
employees
3,836
Capital increase
through capital
reserve
34,862
None (82) Tai-Cai-Zheng
(I) No. 01477 dated
1993.06.19
1994/07
10
110,000,000
1,100,000

98,380,000

983,800
Capitalization of
earnings
61,277
Capital increase
through bonus to
employees
3,374
Capital increase
through capital
reserve
43,769
None (83) Tai-Cai-Zheng
(I) No. 29971 dated
1994.06.30
1995/06
10
110,000,000
1,100,000
108,540,000
1,085,400
Capitalization of
earnings
59,028
Capital increase
through bonus to
employees
3,220
Capital increase
through capital
reserve
39,352
None (84) Tai-Cai-Zheng
(I) No. 29800 dated
1995.05.23
2003/07
10
110,000,000
1,100,000
102,540,000
1,025,400
Capital reduction
60,000
None Tai-Cai-Zheng (III)
No. 0920134563
dated 1993.07.28
2003/10
10
110,000,000
1,100,000
101,713,000
1,017,130
Capital reduction
8,270
None Tai-Cai-Zheng (III)
No. 0920146354
dated 1993.10.03
2003/12
10
110,000,000
1,100,000

97,000,000

970,000
Capital reduction
47,130
None Tai-Cai-Zheng (III)
No. 0920161935
dated 1993.12.31

65

Year /
Month
Issue
price
(NT$)
Authorized capital Authorized capital Equityissued Equityissued Remarks

No. of shares
Amount No. of shares Amount Source of share
capital
Shares
acquired by
non-cash
assets
Others
2004/11
10
110,000,000
1,100,000

94,000,000

940,000
Capital reduction
30,000
None Tai-Cai-Zheng (III)
No. 0930150220
dated 1994.11.03
2005/07
10
110,000,000
1,100,000

92,000,000

920,000
Capital reduction
20,000
None Tai-Cai-Zheng (III)
No. 0940131151
dated 1995.07.26

3.Information on shelf registration: None.

(2) Shareholder structure:

(2) Shareholder structure: (2) Shareholder structure:
April 25, 2022
Unit: PeopleShares
Shareholder
structure
Quantity


Government
agencies
Financial
institutions
Other
juristic
persons
Foreign
institutions
and
foreigners
Individuals Total
Number of persons 0 1 35 19 9,244 9,299
Number of shares held 0 3,000 66,902,466 339,081 24,755,453 92,000,000
Shareholding ratio 0.00% 0.00% 72.72% 0.37% 26.91% 100.00%

66

(3) Share distribution:

April 25, 2022 Unit: People Shares

) Share distribution: ) Share distribution: ) Share distribution: April 25, 2022
Unit: PeopleShares
Shareholding range Number of
shareholders
Number of shares
held
Shareholding ratio
1 to 999 5,778 894,290 0.97%
1,000 to 5,000 2,866 5,695,889 6.19%
5,001 to 10,000 345 2,750,677 2.99%
10,001 to 15,000 81 1,055,729 1.15%
15,001 to 20,000 63 1,168,714 1.27%
20,001 to 30,000 55 1,470,022 1.60%
30,001 to 40,000 20 722,000 0.79%
40,001 to 50,000 15 676,955 0.74%
50,001 to 100,000 41 2,949,000 3.21%
100,001 to 200,000 15 2,325,641 2.53%
200,001 to 400,000 6 1,565,000 1.70%
400,001 to 600,000 4 2,019,018 2.19%
600,001 to 800,000 1 630,000 0.68%
800,001 to 1,000,000 0 0 0.00%
Over 1,000,001 9 68,077,065 73.99%
Total 9,299 92,000,000 100.00%

(4) Major shareholders (top 10 shareholders):

) Major shareholders (top 10 shareholders):
April 25, 2022
Unit:Shares
Shares
Name of majorshareholders
Number of shares held Shareholding ratio
Han Yang Global Co., Ltd. 49,139,065 53.41%
Yuan Zhong Co., Ltd. 4,082,000 4.44%
Xue Yong Co., Ltd. 3,238,000 3.52%
Kuo Yang Construction Co., Ltd. 3,108,000 3.38%
Zu Sheng International Co., Ltd. 2,233,000 2.43%
Hi-Lai Foods Co., Ltd. 1,900,000 2.07%
Li, Li-Sheng 1,832,000 1.99%
Wei Li International Development Co., Ltd. 1,501,000 1.63%
Song Hao Investment Co., Ltd. 1,044,000 1.14%
Chuang, Cheng-Yu 630,000 0.69%

67

(5) Share price, net worth, earnings, dividends and related information for the past two years:

Unit: NT$

Unit:NT$
Item Year 2020 2021 Up to April 30 of
2022
Market price
per share

Highest
42.80 24.15 24.15

Lowest
24.95 21.60 21.60
Average 32.61 22.83 22.83
Net worth per
share

Before distribution
24.25 25.01 25.01
After distribution 24.25 25.01 25.01
Earnings per
share
Weighted average shares
(thousand shares)
92,000 92,000 92,000
Earningsper share (2.65) 0.31 0.31
Dividends
per share
Cash dividends
Stock grants Share distribution
from earnings


Share distribution
from capital
surplus
Accumulated unpaid dividend
Return
analysis
PE ratio 73.65 73.65
Price-dividend ratio
Cash dividendyield

Note: Distribution of earnings for 2021 is subject to approval of the shareholders' meeting, hence not listed

  • (6) Company dividend policy and implementation status:

  • 1.Dividend policy:

According to Article 18-1 of the Company's Articles of Incorporation:

If earnings are found after closing the quarter, the Company shall first pay income taxes, make up for any accumulated losses, estimate the employee remuneration to be reserved, and set aside 10% as legal reserve. However when the legal reserve amounts to the paid-in capital, this shall not apply. The rest shall be set aside or reversed into the special surplus reserve according to the laws or the regulations of the competent authority. If earnings are still found, this will be combined with accumulated undistributed earnings of each quarter as shareholder dividend through issuance of new shares, and the board will propose an earnings distribution motion, and ask the shareholders meeting to resolve on the shareholders dividend proposal. In the case of cash dividend, a resolution of the board of directors shall be obtained.

If there are earnings following the Company's annual final accounting, these shall first be used to pay taxes and to offset cumulative losses. 10% of any remaining balance shall be allocated to the legal surplus reserve. However when the legal reserve amounts to the paid-in capital, this shall not apply. The rest shall be set aside or reversed into the

68

special surplus reserve according to the laws or the regulations of the competent authority. If earnings are still found, this will be combined with accumulated undistributed earnings as shareholder dividend through issuance of new shares, and the board will propose an earnings distribution motion, and ask the shareholders meeting to resolve on the shareholders dividend proposal.

If all or part of the dividend or legal reserve and capital reserve is to be distributed in the form of cash, it shall be approved by the majority of the directors at a board meeting in which over two-thirds of the directors are present, and then reported to the shareholders’ meeting.

According to Article 18-2 of the Company's Articles of Incorporation:

In response to the current competitive and changing business environment and the continually expanding scale, the Company’s dividend distribution shall take into consideration factors such as future capital requirements, financial structure and interests of shareholders, in the form of shares and cash dividends, where the cash dividends shall not be less than 20% of total dividends.

  1. Dividends distributed in the current fiscal year:

The Company’s 2021 dividend distribution of NT$0.2 cash dividend per share, amounting to NT$18,400,000, is based on the earnings distribution proposal approved by the board meeting on March 23, 2022, which is yet to be approved in the shareholders' meeting,

  1. Expected material change in dividend policy: In line with the Company’s operations and actual capital utilization, earnings distribution in Article 2 and Article 18-1 is amended from quarterly distribution to yearly distribution.

  2. (7) Effect of stock grants proposed in the latest shareholders' meeting on the Company's business performance and earnings per share: Not applicable.

  3. (8) Remuneration of employees and directors:

  4. 1.Percentages or ranges of remuneration of employees and directors under the Articles of Incorporation

According to Article 18 of the Company's Articles of Incorporation:

Before deducting employees’ remuneration and directors’ from the current profit before tax, the Company shall cover the accumulated losses. If there is still a surplus, the Company shall allocate 0.5% to 5% as employees’ remuneration and not more than 2% as directors' remuneration.

The distribution ratio and decision of employees’ remuneration, directors’ remuneration, and whether the employees' remuneration is to be distributed in the form

69

of shares or cash, shall be resolved by the majority of the directors at a board meeting at which over two-thirds of the directors are present and reported to the shareholders' meeting.

Employees entitled to receive the shares or cash as employees’ remuneration may include employees meeting certain specific requirements set by the board of directors or personnel authorized by the board.

Directors’ remuneration may only be distributed in the form of cash, and the Company’s independent directors do not participate in the annual remuneration distribution.

  • 2.Basis for estimating the amount of remuneration of employees and directors, basis for calculating the number of shares to be distributed as employee remuneration, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated amount, for the current period:

  • (1)Basis for estimating the amount of remuneration of employees and directors in current year: Please refer to Item (8) Remuneration of employees and directors.

  • (2)Basis for calculating the number of shares to be distributed as employee remuneration in the current period: None.

  • (3)The accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated amount, for the current period: Not applicable.

  • 3.Remuneration proposals passed by the board of directors:

  • (1)Employee and director remuneration will be distributed in cash or shares:

  • A. According to Article 18 of the Company’s Articles of Incorporation, the Company proposes to distribute NT$682,531 as employees’ remuneration and NT$682,531 as directors’ remuneration in 2021; which was approved in the board meeting on March 23, 2022.

  • B. The differences, reasons, and responses: There is no difference between the above proposed distribution amount and the 2021 estimated amount.

  • (2)The amount of remuneration to employees to be paid in shares and its percentage out of the standalone or individual financial report for the current period in terms of the sum of net profit after tax and employee remuneration: There is no distribution of employee share dividends in this period, and hence not applicable.

  • 4.Any discrepancy between actual remuneration distribution of employees, directors, and supervisors (including the number of shares, the amount and share price) and the recognized remuneration of employees and directors, and disclosure of the differences, reasons, and responses:

70

The Company incurred losses in 2020 and did not distribute remuneration of employees, directors, and supervisors, and hence there is no difference from the amount recognized in 2020 financial statements.

Distribution status Previousyear(2020) Previousyear(2020)
Actual
distribution
amount
approved in the
shareholders'
meeting
Proposed
distribution
amount
approved by the
board of
directors
Difference Reason for
the
difference
1. Employee remuneration
in cash
2. Employee remuneration
in shares
(1)Shares
(2)Amount
3. Directors’ remuneration
  • (9) Company stock buyback: None.

  • Issuance of corporate bonds: None.

  • Issuance of preferred stocks: None.

  • Issuance of global depositary receipts: None.

  • Exercise of employee share option plan: None.

  • Processing of the issuance of restricted share awards: None.

  • Mergers, acquisitions, or issuance of new shares for acquisition of shares of other companies: None.

  • Implementation of capital allocation plan

(1) Content of plan:

Up to the season prior to the publication date of the annual report, negotiable securities issued in previous batches or private placements that have not been completed or were completed within the last three years and have not yet realized the estimated return: None.

  • (2) Implementation status: None.

71

E. Overview of Operations

1. Business activities

  • (1) Business scope

  • 1.The Company’s main business scope:

  • (1) C306010 Wearing Apparel.

  • (2) C307010 Clothing Accessories.

  • (3) C399990 Other Textile and Products Manufacturing.

  • (4) F101990 Wholesale of Other Agricultural, Livestock and Aquatic Products

  • (5) F104110 Wholesale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.

  • (6) F204110 Retail Sale of Cloths, Garments, Shoes, Hats, Umbrellas and Clothing Accessories.

  • (7) F401010 International Trade.

  • (8) F601010 Intellectual Property Rights.

  • (9) H703100 Real Estate Leasing.

  • (10) I101110 Textile Consulting.

  • (11) I501010 Product Designing.

  • (12) I502010 Clothing Designing.

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

by law, except those that are subject to special approval.

2.Proportion of main product sales:

Unit: Thousand NT$

Year
Product Type
2020 2020 2021 2021
Amount % Amount %
Sales of wool top
and shrink-resistant
wool top
111,368 98.45 72,970 92.60
Rental income 1,751 1.55 3,349 4.25
Others - - 2,480 3.15
Total 113,119 100.00 78,799 100.00
  • 3.The Company’s current product items: Wool top and shrink-resistant wool top, rental income.

  • 4.New products under development: None.

  • (2) Industry overview

  • 1.Current status and development of the industry

72

(1)Wool:

Due to the strong competition from organic fiber with special functions such as dry, windproof, waterproof, etc., it is not conducive for large-scale business expansion of wool top and shrink-resistant wool top business.

(2)Rental income:

Some investment properties have been leased, and for those which have not been leased, potential lessees are actively being sought.

  • 2.Relationship between upstream, midstream, and downstream industries

The wool industry’s main upstream raw wool supplier is Australia. Mid-stream manufacturers are mainly concentrated in China. Due to the increase in overall wages and strict implementation of environmental protection, production costs have been increasing over the years. Down-stream consumers face price competition from products developed with other raw materials such as cotton, chemical fiber, etc., compressing the profit margin of wool products.

  • 3.Products development trends and competition

  • (1)Wool top:

Due to the high cost of wool raw materials, it is not easy to be converted to other multi-functional fibers; the market share is not high and there is also fierce competition among the peers.

  • (2)Shrink-resistant wool top:

Due to its high added value, the Company will vigorously expand products with high fine counts in order to meet the needs of high-end consumers.

  • (3) Overview of technology and research and development

  • 1.Technological arrangement in business operations, and research and development: None.

  • 2.Research and development expenditure of the most recent year (2021), up to the publication date of the annual report: None.

  • 3.Successfully developed technologies or products in the most recent year (2021), up to the publication date of the annual report: None.

  • (4) Long and short-term business plans:

  • 1.Short-term business plan:

Wool products’ consumption proportion to all other textile products has shown no significant growth, but has maintained a stable consumption volume. The Company will strengthen its marketing strategies in developing new markets based on the solid

73

foundation of its existing customers.

2.Long-term business plans:

Seek transformation or diversification of operations, in order to drive business growth again.

  1. Market, production, and sales

  2. (1) Market analysis

    • 1.Main products’ sales regions

Unit: Thousand NT$

Year
Sales region
Year
Sales region

2020

2020
2021 2021
Sales amount % Sales amount %
Export Japan 93,859 84.28 67,694 89.72
South Korea 6,504 5.84 7,756 10.28
Malaysia 11,005 9.88 - -
Total 111,368 100.00 75,450 100.00

2.Market share

The Company's main sales regions are Japan and South Korea. In 2021,

193,125.30 kg of products, amounting to 89.72% of sales were sold to Japan; and 20,438.30 kg, amounting to 10.28% of sales, were sold to South Korea.

3.Future market supply, demand, and future growth

The drought in Australia, the country of wool production, has led to the reduction in production volume and a record high price of wool. As a result, the cost of wool products is high, which makes it even more unfavorable to compete with other chemical fibers in terms of price. Unless the global economy has significant growth, wool products with high unit prices are less likely to be favored.

  • 4.Competitive niches, favorable and unfavorable factors to long-term development, and response measures

(1)Competitive niches

Due to the triangular trade business model of the Company, it can easily adjust its sales strategies, and is able to avoid the risk of excessive loss.

(2)Favorable factors

By adopting a triangular trade business model, it is able to avoid the unnecessary red ocean battlefield.

(3)Unfavorable factors

As wool is affected by the weather, it is difficult to have a stable output. The price also fluctuates greatly, which is not conducive to the control of costs.

  • (4)Response measures

74

Transform or invest in companies for higher niche.

  • (2) Major applications and manufacturing processes of core products

  • 1.Wool top

Supply to woolen mills for spinning and weaving; raw wool is scoured, combed and finely combed into clean wool tops.

  • 2.Shrink-resistant wool top

Supply to woolen mills for spinning and weaving shrink-resistant fabrics; the wool top goes through chlorination and resin processing to form shrink-resistant top.

  • (3) Supply of main raw materials

From 2020 to 2021, 290,000 tonnes of wool were produced during the production season, an increase of 2.1% compared to the 284,000 tonnes produced during the 2019 to 2020 production season. However, as the demand of clothing in Japan, Europe and the United States is yet to recover from the impact of COVID-19, the demand is not strong. Wool price continues to rise, and has set a new high in the past year. It is estimated that 305,000 tonnes of wool can be produced in the 2022 production season.

  • (4) Names of customers who accounted for more than 10% of the purchases (sales) in any of

the last two years, and purchases (sales) amount and percentage:

  • 1.Information on key suppliers during the past 2 years:
Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Item 2020 2021
Name Amount Percentage
of net
purchase %
Relationship
with issuer
Name Amount Percentage
of net
purchase %
Relationship
with issuer
1 Supplier A 111,926
100.00

None
Supplier A 75,770
100.00

None
Netpurchases 111,926
100.00
Netpurchases 75,770
100.00

Note: As the contract stipulates that the name of the companies shall not be disclosed, code names are used instead.

Reason for change in increase or decrease: Little difference in key suppliers.

  • 2.Information on key customers during the past 2 years
Unit: Thousand NT$ Unit: Thousand NT$ Unit: Thousand NT$
Item 2020 2021
Name Amount Percentage
of net sales
%
Relationship
with issuer
Name Amount Percentage
of net sales
%
Relationship
with issuer
1 Customer A 79,129
71.05

None
Customer A 54,671
72.46

None
2 Customer B 25,735
23.11

None
Customer B 13,023
17.26

None
3 Customer C 6,504
5.84

None
Customer C 7,756
10.28

None
Net sales 111,368
100.00
Net sales 75,450
100.00

Note: As the contract stipulates that the name of the companies shall not be disclosed, code names are used instead.

Reason for change in increase or decrease: Little difference in key customers.

75

(5) Production volume and value for the last two years

Unit:Kg: Thousand NT$ Unit:Kg: Thousand NT$
Year
Production
volume and
value
Coreproduct
2020 2021
Production
capacity
Production
volume
Production
value
Production
capacity
Production
volume
Production
value
Wool top
Shrink-resistant wool
top
Others
Total

(6) Sales volume and value for the last two years:

(6) Sales volume and value for the last two years: (6) Sales volume and value for the last two years: (6) Sales volume and value for the last two years: (6) Sales volume and value for the last two years: (6) Sales volume and value for the last two years: (6) Sales volume and value for the last two years: (6) Sales volume and value for the last two years: (6) Sales volume and value for the last two years: (6) Sales volume and value for the last two years:
Unit: Kg;Thousand NT$
Year
Sales volume
and value
Coreproduct

2020
2021
Domestic sales Export Domestic sales Export
Volume Value Volume Value Volume Value Volume Value
Wool top 176,483
71,898

122,236
43,847
Shrink-resistant wool top 101,526
39,70

83,232
29,123
Others 8,096
2,480
Total 278,009
111,368

213,564
75,450

76

3. Employees

Employee information for the past two years up to publication date of the annual report:

Year 2020 2021 As of May 27, 2022
Number of
employees
Salaried workers 8 8 11
Wage earners 0 0 0
Total 8 8 11
Average age 45 41 40
Average years of service 2.13 0.97 0.43
Education
level
Ph.D 0.00% 0.00% 0.00%
MA 12.50% 12.50% 30.00%
University 87.50% 87.50% 70.00%
Senior High 0.00% 0.00% 0.00%
Below Senior High 0.00% 0.00% 0.00%
  1. Environmental protection expenditure information

  2. (1) Any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to environmental pollution incidents: None.

  3. (2) An estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken: Not applicable.

  4. Employer-employee relations

  5. (1) The Company's employee welfare measures, continuing education, training, retirement regulations and their actual implementation, along with employer-employee agreements, and measures for protecting employee rights

    • 1.Employee welfare

    • (1)Employees are entitled to labor insurance, employment insurance, national health insurance and group insurance.

    • (2)Birthday gifts, festive gifts, meal allowance, travel allowance and medical check-up subsidies.

    • (3)Congratulations gifts, condolence money and maternity allowance.

    • 2.Employee continuing education and training

    • (1)Conduct staff training and participation in relevant seminars.

    • (2)Establish clear salary, performance, appraisal, bonus, remuneration regulations, and improve employees’ career development through training.

    • 3.Pension scheme and implementation status

    • (1)The Labor Pension Act applies to the existing employees, and the Company credits

77

     - 6% of the salary into the employees’ pension account.

  - (2)Employees who meet any of the following circumstances may apply for retirement

        - A. Has worked for more than 15 years and reached the age of 55.

        - B. Has worked for more than 25 years.

        - C. Has worked for more than 10 years and reached the age of 60.

  - 4.Employer-employee agreements, and measures for protecting employee rights

  - (1)The employees handbook and relevant personnel regulations are established in accordance with the Labor Standards Act to safeguard the legitimate rights and interests of employees.

  - (2)Establish reporting and complaints mechanism for illegal and unethical activities, and regulations for the prevention, correction, complaint and punishment of sexual harassment at workplace, and provide appropriate complaints mechanism.

  - (3)Convene regular quarterly employee-management meetings to facilitate communication between the management and employees, provide a channel for negotiation, and inform employees of operation changes that might have material impacts.

  - (4)Access control is implemented in the offices, and fire safety equipment, airconditioning and water dispensers are regularly inspected and cleaned to minimize safety and health risk to employees. Assigned a safety and health affair manager, implemented safety and health education in a timely manner, and conducts regular health checks on employees to prevent occupational accidents.
  • (2) Losses incurred as a result of employer-employee disputes in the most recent year and as of the publication date the annual report and estimated values that might occur now and in the future and their countermeasures: The Company did not suffer any losses as a result of employer-employee disputes.

  • Information communication security management

  • (3) Information communication security risk management framework, information communication security policies, concrete management programs, and investments in resources for information communication security management:

    • Faced with the continuous external information security threat, and to prevent

    • accidental damage to the Company’s data and enable smooth information security operation, besides establishing the ERP system to handle the Company’s accounts, the Company also implements security monitoring and antivirus system and file server for data protection and privacy. In addition, regular information communication and security training is conducted once every year to raise the employees’ awareness on information

78

and communication security. Regularly review the effectiveness of the information and communication security risk management in response to the changes of information communication and security situation at home and abroad. In view of the increasing external threats, only continuously raising self-awareness of security and improvement, can the overall risk be minimized.

  • (4) Any losses suffered by the Company in the most recent fiscal year and up to the annual report publication date due to significant cyber security incidents, the possible impacts and measures being or to be taken: None.

  • Important contracts (as of publication date of annual report, May 27, 2022)

Nature of contract Contracting parties Contract
commencement
and expiration
date
Content Restrictive
clauses
Joint venture
development
contract
Six companies
including Kuo Yang
Construction Co., Ltd.
2020.11.23 ~
Project
completion
Neihu Jiuzong Project; signed a joint
investment and development agreement
with five companies in obtaining 4
parcels of lands in Land No.83-1, Jiuzong
Section,Neihu District,Taipei City.
None
Joint venture
development
contract
Six companies
including Kuo Yang
Construction Co., Ltd.
2021.01.28 ~
Project
completion
Tucheng Zhongyi Project; signed a joint
investment and development agreement
with five companies in obtaining 19
parcels of lands in Land No.365, Zhongyi
Section, Tucheng District, New Taipei
City.
None
Joint venture
development
contract
Five companies
including Kuo Yang
Construction Co., Ltd.
2021.07.15 ~
Project
completion
Sanchong Zhongxing Project; signed a
joint investment and development
agreement with four companies in
obtaining 9 parcels of lands in Zhongxing
Section, Sanchong District, New Taipei
City.
None

79

F. Overview of Financial Status

  1. Condensed balance sheet and comprehensive income statements for the last five years

  2. (1) Condensed balance sheet and comprehensive income statements

    • 1.Condensed consolidated balance sheet

Unit: Thousand NT$

Year
Item
Year
Item

Financial information for the last five years

Financial information for the last five years

Financial information for the last five years

Financial information for the last five years

Financial information for the last five years
From this
year to
March 31,
2022
Financial
Information
(reviewed
bythe CPA)
2017
(Note 2)
2018 2019 2020 2021
Current assets 1,336,739
1,960,085

2,248,238

1,179,060

1,630,236

1,632,736
Property, plant and equipment 78,033
2,716

2,320

216

192

186
Intangible assets 49
35

20

6

0

0
Other assets 658,900
34,176

580,612

1,226,646

1,260,838

1,312,130
Total assets 2,073,721
1,997,012

2,831,190

2,405,928

2,891,266

2,945,052
Current
liabilities
Before distribution 12,635
151,448

16,357

174,700

623,722

641,896
After distribution 12,635
151,448

476,357

174,700

(Note 1)
641,896
Non-current liabilities 150,101
3,441

3,174

438

649

787
Total
liabilities
Before distribution 162,736
154,889

19,531

175,138

624,371

642,683
After distribution 162,736
154,889

479,531

175,138

(Note 1)
642,683
Equity attributable to owners of
parent
1,910,985
1,842,123

2,811,659

2,230,790

2,266,895

2,302,369
Share capital 920,000
920,000

920,000

920,000

920,000

920,000
Capital rese rve 8,686
8,686

8,686

10,714

145,021

145,021
Retained
earnings
Before distribution 982,299
913,484

1,875,467

1,166,742

1,319,103

1,356,447
After distribution 982,299
913,484

1,415,467

1,166,742

(Note 1)
1,356,447
Other equity interest 0
(47)

7,506

133,334

(117,229)

(119,099)
Treasury stock 0
0

0

0

0

0
Non-controlling interest 0
0

0

0

0

0
Total
equity
Before distribution 1,910,985
1,842,123

2,811,659

2,230,790

2,266,895

2,302,369
After distribution 1,910,985
1,842,123

2,351,659

2,230,790

(Note 1)
2,302,369

Note 1: Distribution of earnings for 2021 is subject to the approval of the shareholders' meeting.

Note 2: Except for the individual financial statements in 2017, the remaining years are consolidated financial statements

80

2.Standalone condensed profit and loss statements

Unit: Thousand NT$

Unit: Unit: Unit: Unit: Thousand NT$
Year
Item
Financial information for the last five years
2017 2018 2019 2020 2021
Current assets 1,336,739 1,848,276 2,150,525 868,823 1,294,812
Property, plant and equipment 78,033 2,716 2,320 216 192
Intangible assets 49 35 20 6 0
Other assets 658,900 145,835 678,217 1,536,763 1,592,007
Total assets 2,073,721 1,996,862 2,831,082 2,405,808 2,887,011
Current
liabilities
Before distribution 12,635 151,286 16,237 174,580 619,467
After distribution 12,635 151,286 476,237 174,580 (Note 1)
Non-current liabilities 150,101 3,453 3,186 438 649
Total liabilities Before distribution 162,736 154,739 19,423 175,018 620,116
After distribution 162,736 154,739 479,423 175,018 (Note 1)
Share capital 920,000 920,000 920,000 920,000 920,000
Capital reserve 8,686 8,686 8,686 10,714 145,021
Retained
earnings
Before distribution 982,299 913,484 1,875,467 1,166,742 1,319,103
After distribution 982,299 913,484 1,415,467 1,166,742 (Note 1)
Other equity interest 0 (47) 7,506 133,334 (117,229)
Treasury stock 0 0 0 0 0
Total equity Before distribution 1,910,985 1,842,862 2,811,659 2,230,790 2,266,895
After distribution 1,910,985 1,842,862 2,351,659 2,230,790 (Note 1)

Note: Distribution of earnings for 2021 is subject to approval of the shareholders' meeting.

81

3.Condensed consolidated income statements

Unit: Thousand NT$

Year
Item
Financial information for the last five years Financial information for the last five years Financial information for the last five years Financial information for the last five years From this year to
March 31, 2022
Financial
Information
(reviewed by the
CPA)
2017
(Note)
2018 2019 2020 2021
Operating revenue 263,220 264,022 173,008 113,119 78,799 11,959
Gross profit 13,862 8,464 919 (1,769) 28 79
Operating profit or loss (15,164) (69,452) (49,632) (30,221) (28,127) (8,350)
Non-operating income and
expenses
8,304 (1,882) 1,118,436 (207,481) 167,403 37,222
Net profit before tax (6,860) (71,334) 1,068,804 (237,702) 139,276 28,872
Net income from
continuing operations
(6,872) (68,815) 961,983 (243,523) 128,274 28,669
Losses from discontinued
operations
0 0 0 0 0 0
Net income (loss) for this
period
(6,872) (68,815) 961,983 (243,523) 128,274 28,669
Other comprehensive
income for this period
(Net income after tax)
0 (47) 7,553 120,626 (218,940) 6,805
Total comprehensive
income for this period
(6,872) (68,862) 969,536 (122,897) (90,666) 35,474
Profit attributable to owners
of parent
(6,872) (68,815) 961,983 (243,523) 128,274 28,669
Profit attributable to non-
controlling interests
0 0 0 0 0 0
Total comprehensive
income attributable to
owners of parent
(6,872) (68,862) 969,536 (122,897) (90,666) 35,474
Total comprehensive
income attributable to non-
controlling interests
0 0 0 0 0 0
Earnings per share (NT$) (0.07) (0.7) 10.46 (2.65) 1.39 0.31

Note: Except for the individual financial statements in 2017, the remaining years are consolidated financial statements.

82

4.Condensed standalone income statements

Unit: Thousand NT$

Year
Item
Financial information for the last five years Financial information for the last five years Financial information for the last five years
2017 2018 2019 2020 2021
Operating revenue 263,220 264,049 173,077 113,131 78,799
Gross profit 13,862 8,491 988 (1,757) 28
Operating profit or loss (15,164) (50,696) (49,364) (29,814) (27,916)
Non-operating income and
expenses
8,304 (20,534) 1,118,496 (208,320) 163,057
Net profit before tax (6,860) (71,230) 1,069,132 (238,134) 135,141
Net income from continuing
operations
(6,872) (68,815) 961,983 (243,523) 128,274
Losses from discontinued
operations
0 0 0 0 0
Net income (loss) for this period (6,872) (68,815) 961,983 (243,523) 128,274
Other comprehensive income for
this period
(Net income after tax)
0 (47) 7,553 120,626 (218,940)
Total comprehensive income for
this period
(6,872) (68,862) 969,536 (122,897) (90,666)
Earnings per share (NT$) (0.07) (0.75) 10.46 (2.65) 1.39

(2) Names of certified public accountants of the most recent five years and their audit opinions

Year Name of accounting firm Name of certified public accountants Audit opinions
2017 Ernst & Young, Taiwan Hsu Jung-Huang, Huang Chien-Tse Unqualified opinion
2018 Ernst & Young, Taiwan Hsu Jung-Huang, Huang Chien-Tse Unqualified opinion
2019 Ernst & Young, Taiwan Hsu Jung-Huang, Huang Chien-Tse Unqualified opinion
2020 PricewaterhouseCoopers Taiwan Hsiao,Chun-Yuan, Lin,Se-Kai Unqualified opinion
2021 PricewaterhouseCoopers Taiwan Hsiao,Chun-Yuan, Lin,Se-Kai Unqualified opinion

83

2. Financial analysis for the past five years

(1) Consolidated financial analysis

Analysis item Year
Financial analysis for the past five years Financial analysis for the past five years Financial analysis for the past five years Financial analysis for the past five years Financial analysis for the past five years From this
year to
March 31,
2022
Financial
Information
(reviewed by
the CPA)
2017 2018 2019 2020 2021
Financial
structure (%)
Debt asset ratio 7.85 7.76 0.69 7.28 21.60 21.82
Ratio of long-term
capital to property,
plant and equipment
2,641.30 67,951.55 121,329.01 1,032,975.93 1,180,674.48 1,237,832.80
Solvency
(%)
Current ratio 10,579.65 1,294.23 13,744.81 674.91 261.37 254.36
Quick ratio 10,447.55 1,188.41 13,700.36 528.54 124.51 115.35
Interest coverage ratio (49.44) (809.61) 7,977.15 (13,204.67) 23,213.67 1,520.58
Operating
ability
Receivables turnover
(times)
31.29 34.82 17.72 11.38 10.74 32.04
Average collection
days
11.67 10.48 20.60 32.07 33.99 11.39
Inventory turnover
(times)
16.14 30.67 - - - -
Payables turnover
(times)
588.08 913.42 - 79.95 29.14 36.62
Average days of sales 22.61 11.90 - - - -
Turnover of property,
plant and equipment
(times)
3.14 6.15 67.08 87.83 386.27 253.10
Total asset turnover
(times)
0.12 0.12 0.07 0.04 0.03 0.02
Profitability Return on assets (%) (0.32) (3.38) 39.85 (9.30) 4.84 0.98
Return on equity (%) (0.35) (3.67) 41.34 (9.66) 5.70 1.25
Pre-tax income to paid-
in capital ratio (%)
(0.75) (7.75) 116.17 (25.84) 15.14 3.14
Net profit margin (%) (2.79) (27.69) 569.56 (218.67) 162.79 239.73
Earnings per share
(NT$)
(0.07) (0.75) 10.46 (2.65) 1.39 0.31
Cash flows Cash flow ratio (%) - (148.09) (975.19) (160.02) (93.97) -
Cash flow adequacy
ratio (%)
2.62 7.37 14.74 16.73 37.15 -
Cash reinvestment
ratio (%)
- (12.02) (5.67) 9.93 (29.71) -
Leverage Operating leverage - (0.09) 0.09 0.07 0.02 -
Financial leverage - 1.00 1.00 1.00 1.00 -
Reasons for changes in financial ratios in the past two years (more than 20% change in increase or decrease):
1. Ratio of long-term capital to property, plant and equipment: The increase is mainly due to the decrease in net value of
property, plant and equipment.

84

Year From this
Financial analysis for the past five years year to
March 31,
2022
Financial
Information
2017 2018 2019 2020 2021 (reviewed by
Analysis item the CPA)
  1. Current ratio: Mainly due to the share recognized according to the holding ratio in the joint operation in 2021, which results in the increase in current liabilities and hence decrease in quick ratio.

  2. Quick ratio: Mainly due to the increase in share of inventory recognized according to the holding ratio in the joint operation, and the increase in guarantee deposits, which results in the increase in current liabilities and hence decrease in quick ratio.

  3. Interest coverage ratio: Mainly due to a net profit after tax in 2021, resulting in the increase in interest coverage ratio. 5. Accounts payable turnover ratio: Inventories and accounts payables at the end of 2021 are the shares recognized according to the holding ratio in the joint operation, hence there is no analysis on inventory turnover, average days of sales and payables turnover.

  4. Turnover of property, plant and equipment: Mainly due to the decrease in revenue and property, plant and equipment. 7. Income before tax to paid-in capital ratio (%), net profit margin, earnings per share: Mainly due to a net profit before tax in 2021, resulting in an increase in income before tax to paid-in capital ratio, net profit margin and earnings per share.

  5. Cash flow ratio: Mainly due to the increase in short-term borrowings and current liabilities in 2021.

  6. Cash flow adequacy ratio, cash reinvestment ratio: Mainly due to no distribution of cash dividend in 2021, resulting in the increase in cash flow adequacy ratio and cash reinvestment ratio.

Note: The financial analysis formula are as follows:

  1. Financial structure:

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

  3. (2)Ratio of long-term capital to property, plant and equipment = (total equity + non-current liabilities) / net amount of property, plant and equipment.

  4. Solvency:

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

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

  7. (3)Interest coverage ratio = net income before income tax and interest expenses / interest expenses for this period.

  8. Operating ability:

  9. (1)Receivables (including accounts receivable and business-related notes receivable) turnover ratio = net sales / average balance of receivables (including accounts receivable and business-related notes receivable).

  10. (2)Average collection days = 365 / receivables turnover.

  11. (3)Inventory turnover = cost of goods sold / average amount of inventory.

  12. (4)Payables (including accounts payable and business-related notes payable) turnover = cost of goods sold / average balance of payables for each period (including accounts payable and business-related notes payable).

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

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

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

  16. Profitability:

  17. (1)Return on assets = [profit and loss after tax + interest expenses x (1 - tax rate)] / total average assets.

85

  • (2)Return on equity profit and loss after tax / net average shareholders' equity.

  • (3)Net profit margin = profit and loss after tax / net sales.

  • (4)Earnings per share = (profit and loss attributable to owners of parent - stock dividends of preferred stocks) / weighted average number of outstanding shares.

  • Cash flows:

  • (1)Cash flow ratio = net cash flows from operating activities / current liabilities.

  • (2)Net cash flow adequacy ratio = net cash flows from operating activities in the past five years / (capital expenditure + increase in inventory + cash dividends) in the past five years.

  • (3)Cash reinvestment ratio = (net cash flows from operating activities - cash dividends) / (gross amount of property, plant and equipment + long-term investment + other noncurrent assets + operating capital).

  • Leverage:

  • (1)Operating leverage = (net operating income - current operating costs and expenses) / operating profit.

  • (2)Financial leverage = operating profit / (operating profit - interest expenses).

86

(2) Standalone financial analysis

Year
Analysis item
Year
Analysis item
Financial analysis for the past five years Financial analysis for the past five years Financial analysis for the past five years Financial analysis for the past five years Financial analysis for the past five years
2017 2018 2019 2020 2021
Financial
Structure
(%)
Debt asset ratio 7.85 7.75 0.69 7.27 21.48
Ratio of long-term capital
to property, plant and
equipment
2,641.30 67,951.99 121,329,53 1,032,975.93 1,180,674.48
Solvency
(%)
Current ratio 10,579.65 1,221.71 13,244.60 497.66 209.02
Quick ratio 10,447.55 1,115.77 13,199.82 490.46 208.68
Interest coverage ratio (49.44) (808.43) 7,979.60 (13,228.67) 27,029.20
Operating
ability
Receivables turnover
(times)
31.29 34.82 17.72 11.38 10.74
Average collection days 11.67 10.48 20.60 32.07 33.99
Inventory turnover
(times)
16.14 30.67 - - -
Payables turnover (times) 588.08 913.42 - 79.95 29.14
Average days of sales 22.61 11.90 - - -
Turnover of property,
plant and equipment
(times)
3.14 6.15 67.08 87.83 386.27
Total asset turnover
(times)
0.12 0.12 0.07 0.04 0.03
Profitability Return on assets (%) (0.32) (3.38) 39.86 (9.30) 4.85
Return on equity (%) (0.35) (3.67) 41.34 (9.66) 5.70
Pre-tax income to paid-in
capital ratio (%)
(0.75) (7.74) 116.21 (25.88) 14.69
Net profit margin (%) (2.79) (27.69) 569.56 (218.67) 162.79
Earnings per share (NT$) (0.07) (0.75) 10.46 (2.65) 1.39
Cash flows Cash flow ratio (%) - (135.63) (967.68) (158.80) (94.58)
Cash flow adequacy ratio
(%)
7.37 17.38 13.77 15.49 34.71
Cash reinvestment ratio
(%)
- (11.00) (5.59) 9.51 (28.99)
Leverage Operating leverage - (0.12) 0.09 0.07 0.02
Financial leverage - 1.00 1.00 1.00 1.00
Reasons for changes in financial ratios in the past two years (more than 20% change in increase):
1. Ratio of long-term capital to property, plant and equipment: The increase is mainly due to the decrease in
net value of property, plant and equipment.
2. Current ratio: Mainly due to the share recognized according to the holding ratio in the joint operation in
2021, which results in the increase in current liabilities and hence decrease in quick ratio.

87

  1. Quick ratio: Mainly due to the increase in share of inventory recognized in the joint operation, and the increase in guarantee deposits, which result in the increase in current liabilities and hence decrease in quick ratio.

  2. Interest coverage ratio: Mainly due to a net profit after tax in 2021, resulting in the increase in interest coverage ratio.

  3. Accounts payable turnover ratio: Inventories and accounts payables at the end of 2021 are the shares recognized according to the holding ratio in the joint operation, hence there is no analysis on inventory turnover, average days of sales and payables turnover.

  4. Turnover of property, plant and equipment: Mainly due to the decrease in revenue and property, plant and equipment in 2021.

  5. Income before tax to paid-in capital ratio, net profit margin, earnings per share: Mainly due to a net profit before tax in 2021, resulting in an increase in income before tax to paid-in capital ratio, net profit margin and earnings per share.

  6. Cash flow ratio: Mainly due to the increase in short-term borrowings and current liabilities in 2021. Cash flow adequacy ratio, cash reinvestment ratio: Mainly due to no distribution of cash dividend in 2021, resulting in the increase in cash flow adequacy ratio and cash reinvestment ratio.

Note: The financial analysis formula are as follows:

  1. Financial structure:

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

  3. (2)Ratio of long-term capital to property, plant and equipment = (value of equity + non-current liabilities) / net amount of property, plant and equipment.

  4. Solvency:

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

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

  7. (3)Interest coverage ratio = net income before income tax and interest expenses / interest expenses for this period.

  8. Operating ability:

  9. (1)Receivables (including accounts receivable and business-related notes receivable) turnover ratio = net sales / average balance of receivables (including accounts receivable and business-related notes receivable).

  10. (2)Average collection days = 365 / receivables turnover.

  11. (3)Inventory turnover = cost of goods sold / average amount of inventory.

  12. (4)Payables (including accounts payable and business-related notes payable) turnover = cost of goods sold / average balance of payables for each period (including accounts payable and business-related notes payable).

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

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

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

  16. Profitability:

  17. (1)Return on assets = [profit and loss after tax + interest expenses * (1 - tax rate)] / total average assets.

  18. (2)Return on equity profit and loss after tax / net average shareholders' equity.

  19. (3)Net profit margin = profit and loss after tax / net sales.

88

  - (4)Earnings per share = (Profit and loss attributable to owners of parent - stock dividends of preferred stocks) / weighted average number of outstanding shares.
  1. Cash flows:

    • (1)Cash flow ratio = net cash flows from operating activities / current liabilities.

    • (2)Net cash flow adequacy ratio = net cash flows from operating activities in the past five years / (capital expenditure + increase in inventory + cash dividends) in the past five years.

    • (3)Cash reinvestment ratio = (net cash flows from operating activities - cash dividends) / (gross amount of property, plant and equipment + long-term investment + other non-current assets + operating capital).

  2. Leverage:

    • (1)Operating leverage = (net operating income - current operating costs and expenses) / operating profit.

    • (2)Financial leverage = operating profit / (operating profit - interest expenses).

  3. Supervisors’ or audit committee's review report on the most recent annual financial report Page 99.

  4. Financial reports of the most recent year

Pages 100 - 172.

  1. The most recent standalone financial report audited and attested by certified public accountants

Pages 173 - 249.

  1. Financial turnover of the Company and its affiliates in the most recent year and as of the publication date of the annual report

No incidents of financial difficulties.

89

G. Review and analysis of financial position and financial performance, and a listing of risks

1. Financial position

Comparative analysis of financial position (consolidated)

Unit: Thousand NT$ Unit: Thousand NT$
Year
Item
2020 2021 Difference
Amount Percentage (%)
Current assets 1,179,060 1,630,236 451,176 38.27
Investments recognized
under the equity method
664,067 965,501 301,434 45.39
Investment properties 133,580 131,509 (2,071) (1.55)
Other assets 429,221 164,020 (265,201) (61.79)
Total assets 2,405,928 2,891,266 485,338 20.17
Current liabilities 174,700 623,722 449,022 257.02
Non-current liabilities 438 649 211 48.17
Total liabilities 175,138 624,371 449,233 256.50
Share capital 920,000 920,000 0 -
Capital reserve 10,714 145,021 134,307 1,253.57
Retained earnings 1,166,742 1,319,103 152,361 13.06
Other equity interest 133,334 (117,229) (250,563) (187.92)
Total shareholders'
equity
2,230,790 2,266,895 36,105 1.62
Main reasons of material changes (where the difference from the previous fiscal period is 20% or
more, and where the amount of change exceeds NT$10 million) and its impact and future response
plans:
1. Main reasons of material changes and its impact:
(1) Current assets: Mainly due to the increase in share of inventory recognized in the joint operation
in 2021, resulting in the increase in current assets.
(2) Investments recognized under the equity method: Mainly due to the increase in revenue of
Hanshin Shopping Plaza Co., Ltd. In 2021.
(3) Other Assets: Mainly due to the decrease in investment in shares of TWSE/TPEx listed
companies in 2021 compared to 2020.
(4) Total assets: Mainly due to the increase in inventories and increase in amount of investment
using the equity method.
(5) Current liabilities, non-current liabilities, total liabilities: Mainly due to the share recognized
according to the holding ratio in the joint operation in 2021, which results in the increase in
current liabilities.
(6) Capital reserve: Mainly due to the increase in disposal of equity instruments measured at fair
value through other comprehensive income by the joint operation.
(7) Other equity interest: Mainly due to the unrealized losses from investments in equity
instruments measured at fair value through other comprehensive income in 2021.
2. Measures to be taken in response to effects of material significance: As the above changes did not
have significant adverse impact on the Company’s operations, and the Company’s overall
performance did not have significant abnormality, formulating a response plan is not required.

90

2. Financial performance

Comparative analysis of financial performance (consolidated)

Unit: Thousand NT$

Unit: Thousand NT$ Unit: Thousand NT$
Year
Item
2020 2021 Difference
Amount Percentage (%)
Operating revenue 113,119 78,799
(34,320)

(30.34)
Operating costs 114,888 78,771
(36,117)

(31.44)
Gross profit (1,769) 28
1,797
(101.58)
Operating expenses 28,452 28,155
(297)

(1.04)
Operating profit or loss (30,221) (28,127)
2,094
(6.93)
Non-operating income and
expenses
(207,481) 167,403
374,884
(180.68)
Net income (loss) before tax (237,702) 139,276
376,978
(158.59)
Net income (loss) for this period (243,523) 128,274
371,797
(152.67)
Other comprehensive income for
this period (net amount after tax)
120,626 (218,940)
(339,566)

(281.50)
Total comprehensive income for
this period
(122,897) (90,666)
32,231
(26.23)
1. Main reasons of material changes (where the difference from the previous fiscal period is 20% or more,
and where the amount of change exceeds NT$10 million):
(1)Operating revenues, operating costs and gross profit:
Due to the impact of COVID-19 pandemic in 2021, the number of customer orders has reduced,
resulting in the decrease in operating revenues, operating costs and gross profit.
(2)Non-operating income and expenses: Mainly due to the recognition of impairment of assets in 2020
and increase in the share recognized according to the holding ratio in the joint operation in 2021.
2. Sales volume forecast and the basis, and the effect upon the Company's financial operations as well as
measures to be taken in response: Not applicable as the Company did not release any financial forecast.
  1. Main reasons of material changes (where the difference from the previous fiscal period is 20% or more, and where the amount of change exceeds NT$10 million):

  2. (1) Operating revenues, operating costs and gross profit:

    • Due to the impact of COVID-19 pandemic in 2021, the number of customer orders has reduced, resulting in the decrease in operating revenues, operating costs and gross profit.
  3. (2) Non-operating income and expenses: Mainly due to the recognition of impairment of assets in 2020 and increase in the share recognized according to the holding ratio in the joint operation in 2021.

  4. Sales volume forecast and the basis, and the effect upon the Company's financial operations as well as measures to be taken in response: Not applicable as the Company did not release any financial forecast.

91

3. Cash flows

  • (1) Analysis and description of cash flow changes during the most recent fiscal year
Analysis and description of cash flow changes during the most recent fiscal year Analysis and description of cash flow changes during the most recent fiscal year Analysis and description of cash flow changes during the most recent fiscal year Analysis and description of cash flow changes during the most recent fiscal year
Unit: Thousand NT$
2021
Cash balance at
beginning of period
Net cash flow from
operating activities
for the year
Net cash flow from
investment and
fund raising
activities
(Including
exchange rate
effects)③
December 31, 2021
Cash balance
(insufficient)
amount①+②+③
831,182 (586,098) 508,389 753,473
Analysis of change in increase and decrease ratio
Operating activities: Mainly due to cash inflow generated from operating profit.
Investment and financing activities: Mainly due to cash inflow from short-term
borrowings.
  • (2) Improvement plans for liquidity inadequacy: No liquidity shortage.

  • (3) Cash flow analysis for the coming year (2022)

Based on the precondition of maintaining stable cash flow, the Company will base on the cash balance on the book, and cash flow from operating activities and investment activities, prudently plan and control various cash expenditure such as relevant investments and operations, taking into account the financial market conditions.

  1. Effect of major capital spending on financial position and business operation

The Company’s operations are in good condition with stable cash inflow from operating activities. In recent years, the source of funds for significant capital expenditure is from its own working capital, and there is no significant impact on the Company’s financial status.

  1. Investment policies in the past year, respective profit or loss and main reasons, improvement plan, and investment plan for the coming year

(1) Investment policies

The Company’s investment policy is to seek appropriate long-term strategic investment targets in line with its business development strategies, future development needs and diversified development direction.

  • (2) Main reasons for the investment profit or loss in the most recent year, and improvement plans

92

Unit: Thousand NT$

Name of
investment
company
Investee
company
Main business
activities
Investment
income (loss)
recognized in
2021
Main reasons for
profit or loss
Improvement plan
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
HCW
Investment
Co.,Ltd.
Professional
investment
38,860 Dividend income -
Jollify4ever
Ltd.
Retail sale of other
clothing not
elsewhere classified,
wholesale of watches
and clocks and their
parts, wholesale of
kitchen cabinets,
wholesale of other
clothing not
elsewhere classified
(41,487) Performance failed
to meet
expectations due to
the epidemic.
Although affected
by the epidemic,
normal operating
activities were still
maintained and
growth
opportunities were
actively created.
Jollify
Venture
Ltd.
Retail sale of other
clothing not
elsewhere classified,
wholesale of watches
and clocks and their
parts, wholesale of
kitchen cabinets,
wholesale of other
clothing not
elsewhere classified
636 Income from
landscape and
interior design,
product design, and
advertising and
marketing.
-
Hanshin
Shopping
Plaza Co.,
Ltd.
Department stores,
rental and leasing
activities, retail trade,
restaurants and
supermarket
operations
151,552 Income from
department stores
-
HCW
Investment
Co., Ltd.
Hanshin
Shopping
Plaza Co.,
Ltd.
Department stores,
rental and leasing
activities, retail trade,
restaurants and
supermarket
operations
9,556 Income from
department stores
-
  • (3) Investment plans for the coming year: The Company will prudently evaluate the investment

plans from a long-term strategic perspective to meet future market demand and increase competitiveness.

  1. Risk analysis and evaluation

  2. (1) The effects that interest rates, exchange rate fluctuations, and inflation have on earnings and losses of the Company as well as response measures:

    1. Interest rate changes:

The Company’s interest rate risk is mainly due to the floating rate investment classified as financial assets measured at amortized cost. When interest rate increases/decreases by 0.1%, the Company’s 2021 gains and losses will increase/decrease by NT$30,000. Hence, interest rate change does not have a significant

93

impact on the Company.

  1. Changes in exchange rates:

The Company adopts a triangular trade mode, and makes purchases after receiving orders. The transaction period is short and the US dollars required for imports are approximately equal to the US dollars earned from exports. Hence, exchange rate change does not have a significant impact on the Company.

  1. Inflation: Inflation is a change in the overall economic environment, which does not have a significant impact on the Company’s gains and losses.

On the whole, the Company will continue to adopt a steady and conservative risk management approach in the future, and make immediate assessment and response to changes in interest rate and exchange rate, and inflation.

  • (2) Policies of engaging in high-risk, high-leverage investments, lending to others, providing endorsement and guarantee, and derivatives transactions, profit/loss analysis, and future response measures:

In 2021, the Company did not engage in high-risk or high-leverage investments, loans to other parties, endorsements, guarantees, and derivatives trading, and all investments were executed after prudent evaluation.

  • (3) Future research and development projects and estimated research and development expenditure:

As of the publication date of the annual report, the Company does not have ongoing research and development projects.

  • (4) Major changes in government policies and laws at home and broad and the impact on finance and business of the Company and response measures:

The Company’s operating policies are handled in accordance with the laws and regulations, and it pays attention to changes in domestic and foreign policies and laws, and consults relevant experts when necessary. In the most recent year up to the publication date of the annual report, the Company’s finance and business have not been significantly affected by major changes in government policies and laws at home and abroad.

  • (5) Impact of recent technological and market changes (including information security risks) on finance and business of the Company, and response measures:

  • The wool industry which the Company belongs to is a traditional industry. In recent years, technological and industrial changes have not caused a significant impact on the wool industry. In the future, it will continue to observe the estimated impact of technological and industrial changes, and make adjustments accordingly to strengthen

94

the Company’s financial and business capabilities.

  1. For the impact of the company's information security risk on the company's financial business and countermeasures, please refer to "VI. Information on Information Security Management" on page 60.

  2. (6) Impact of change in corporate image on risk management and response measures:

Since its establishment, the Company has been committed to maintaining its corporate image and complying with the laws and regulations. In the most recent year up to the publication date of the annual report, the Company has not experienced any major incidents that could affect its corporate image.

  • (7) Expected benefits and potential risks of mergers and acquisitions, and response measures: As of the publication date of the annual report, the Company does not have any

  • acquisition and merger plans. In the future, if there are merger and acquisition plans, it will adopt a prudent evaluation attitude and consider the specific synergies to protect the interest of the Company and its shareholders.

  • (8) Expected benefits and potential risks of capacity expansion, and response measures: The Company does not have any plant expansion plans. If there are any plans to

  • expand the plants, it will adopt a prudent evaluation attitude and consider the specific synergies to protect the interest of the Company and its shareholders.

  • (9) Risks associated with over-concentration in purchases or sales, and response measures: The Company’s current business model has transformed to a triangular trade model,

  • and its sales customers are dispersed. Though purchases are relatively concentrated, there is no high risk as sales customers are stable and there is no cost pressure of inventory hoarding.

  • (10) The effects and risks of large-scale share transfers or conversions by directors, supervisors, or major shareholders holding more than 10% of the Company's shares, and response measures:

In December 2019, Hanshin Asset Management Co., Ltd., indirectly obtained the Company’s 53.41% outstanding ordinary shares by acquiring 100% equity of Roo Hsing Co., Ltd., which is a major shareholder holding more than 10% of the Company’s shares. As of the publication date of the annual report, the Company is still maintaining the same business model, and the share transfer has no significant impact or risk on the Company.

  • (11) The impact and risk of a change in ownership on the Company, and response measures: In December 2019, Hanshin Asset Management Co., Ltd. indirectly obtained the

  • Company’s 53.41% outstanding ordinary shares, and obtained management rights during

95

the re-election of directors held during the special shareholders’ meeting in February 2020. As of the publication date of the annual report, the main business items are still the sales of wool top and leasing. There was no significant change in the main management level, and the change in management rights had no significant impact or risk on the Company’s operations.

  • (12) For litigious or non-litigious, list major litigious, non-litigious or administrative disputes that involve the Company, the Company’s director, supervisor, the general manager, person with actual responsibility, major shareholder holding more than 10% stake, and any companies controlled by the Company; and have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the Company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report. None.

  • (13) Other significant risks and countermeasures: None.

  • Other important matters: None.

96

H. Special Disclosures

  1. Information on affiliates and subsidiaries

  2. (1) Consolidated Business Reports of Affiliates

    • 1.Organizational chart of the affiliates

Chuwa Wool Industry Co., (Taiwan) Ltd. 100%

HCW Investment Co., Ltd.

2.Information of affiliates

December 31, 2021
Unit: Thousand NT$
Company name Date of
establishment

Address
Paid-in
capital
Main business or
production items
HCW Investment
Co., Ltd.
2018.08.13 19F, No. 557-1, Section 4,
Zhongxiao East Road, Xinyi
District,Taipei City
400,000 General investment
services
  • 3.Matters to be disclosed if concluded as controlling and subordinate companies according to Article 369-3 of the Company Act: None.

  • 4.Overall businesses covered by affiliates:

4. Overall businesses covered by affiliates:
Affiliates’ name Operating business
Chuwa Wool Industry Co., (Taiwan) Ltd. Trading industry
HCW Investment Co., Ltd. Investment industry

5.Information on the directors, supervisors and President of affiliates

Unit:Shares; %;Thousand NT$ Unit:Shares; %;Thousand NT$
Company name Job title Name or
representative
Shareholding (or
contribution amount)
No. of
shares
Shareholding
ratio
HCW Investment Co., Ltd. Chairman Hou, Chia-Chi
(Note 1)
40,000,000
100%
  • Note 1: Representative of Chuwa Wool Industry Co., (Taiwan) Ltd.

  • Note 2: As of the publication date of the annual report, the list of directors of each affiliate is assigned by the Company’s board of directors.

97

6.Operational overview of affiliates

Unit: Thousand NT$

Investee
company
Main
business
activities
Cost of
investment
Book
value
Investment shares Net
worth
Market
price
Accounting
treatment
Investment returns of
the most recent year
Number of
the
Company’s
shares held
No. of
shares
Shareholding
ratio
Investment
gains and
loss
Dividend
distribution
HCW
Investment
Co., Ltd.
General
investment
services
400,000 483,370 40,000,000 100% 483,370 - Equity
method
38,860 1.675 -
  • (1) Declaration of Consolidated Financial Statements of Affiliates and Consolidated Financial Report: Pages 100 - 172.

(2) Reports of affiliates: None.

  1. Private placement of securities in the last year up to the date of this Annual Report: None.

  2. Holding or disposal of the Company’s shares by subsidiaries in the most recent year and up to the publication date of the annual report: None.

  3. Other supplemental information: None.

  4. Corporate events with material impact on shareholders' equity or stock prices set forth in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act in the most recent year and up to the publication date of the annual report: None.

98

Chuwa Wool Industry Co., (Taiwan) Ltd.

Audit Committee's Report

The board of directors has prepared and submitted the 2021 business report, financial statements (including consolidated and standalone financial statements), and earnings distribution proposal, of which the financial statements (including consolidated and standalone financial statements) have been audited by certified public accountants Hsiao, Chun-Yuan and Lin, Se-Kai of PricewaterhouseCoopers, Taiwan, and an audit report has been issued. The Audit Committee has reviewed the aforementioned business report, financial statements and earnings distribution proposal, and did not find any instances of noncompliance. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, it is hereby submitted for your review and perusal.

To:

2021 Shareholders’ Meeting

Chuwa Wool Industry Co., (Taiwan) Ltd.

Audit Committee convener: Liu, Teng-Cheng

March 23, 2022

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Chuwa Wool Industry Co., (Taiwan) Ltd.

Consolidated Financial Statements of Affiliates

We hereby state that the companies that should be included in the 2021 (January 1, 2021 to December 31, 2021) consolidated financial statements of affiliates in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are identical to the companies that should be included in the consolidated financial statements of the parent company and subsidiaries in accordance with International Financial Reporting Standards No. 10, and the information that should be disclosed in the consolidated financial statements of affiliates has been duly disclosed in the aforesaid consolidated financial statements of the parent company and subsidiaries. The Company is therefore not required to prepare separate consolidated financial statements of affiliates.

Hereby declares

Company name: Chuwa Wool Industry Co., (Taiwan) Ltd.

Person in charge: Hou, Chia-Chi

March 23, 2022

100

Auditor's Report

(111)Cai-Shen-Bao-Zi No.21005130 To the shareholders of Chuwa Wool Industry Co., (Taiwan) Ltd.:

Audit opinion

We have audited the accompanying consolidated balance sheets of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, consolidated statements of changes in equity and of cash flows for the period from January 1, 2021 and 2020 to December 31, 2021 and 2020; and notes to the consolidated financial statements, including a summary of significant accounting policies.

In the opinion of the auditor, based on the audit results of the auditor and the audit reports of other auditors (please refer to Other Matters), the consolidated financial statements referred to above, present fairly in all material aspects, the consolidated financial position of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries as of December 31, 2021 and 2020, and the consolidated financial performance and consolidated cash flows from January 1, 2021 and 2020 to December 31, 2021 and 2020, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the code. Based on the audit results of the auditors and the audit reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

101

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2021 consolidated financial statements of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries. 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.

102

The key audit matters of the 2021 consolidated financial statements of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries are as follows:

Impairment evaluation of equity method investments

Description

For accounting policies relating to equity method investment, please refer to Note 4(15) of the Consolidated Financial Statements; for accounting policies relating to impairment of nonfinancial assets, please refer to Note 4(21) of the Consolidated Financial Statements; for details of accounts, please refer to Note 6(8) of the Consolidated Financial Statements.

As of December 31, 2021, the carrying amount of the equity method investment of Chuwa Wool Industry Co., (Taiwan) Ltd. amounts to NTD965,501,000, which is 33% of the consolidated assets. For investments accounted for using the equity method according to the regulations of IAS 28 "Investments in Associates and Joint Ventures", if there is objective evidence of indications of impairment, the management shall evaluate whether the investment's recoverable amount is lower than the carrying amount. As the objective evidence of the impairment evaluation and the comprehensive consideration factors in determining the recoverable amount involve the subjective judgment of the management are highly uncertain, and the amount of equity method investment is high, we have listed the impairment evaluation on the related equity method investment of Chuwa Wool Industry Co., (Taiwan) Ltd. as one of the most significant matters in the audit.

How our audit addressed the matter

With regards to the specific aspects as stated in the above key audit matters, we have executed the following response procedures:

  1. Interview the management to understand the management's assessment of the impairment indications of the equity method investments, and evaluate its reasonableness.

  2. Obtain equity valuation report prepared by the external evaluation experts delegated by the management; the procedures performed by auditors for which the work is used by the internal evaluation experts are as follows:

  3. (1) Evaluate the appropriateness and objectivity of the external evaluation experts delegated by the management.

103

  • (2) Evaluate the appropriateness of the evaluation methods and objectivity of the relevant assumptions adopted by the external evaluation experts delegated by the management.

Other matters– The work of other auditors

The 2021 and 2020 financial statements of the equity method investments of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries are not audited by us but by other auditors. Hence, in the opinion expressed by us on the above consolidated financial statements, the amount listed and in the financial statements of these companies and information disclosed in Note 13 are based on the audit report of other auditors. As of December 31, 2021 and 2020, equity method investments of the respectively above mentioned companies were NTD965,501,000 and NTD664,067,000, accounting to 33% and 28% of consolidated assets; in 2021 and 2020, the comprehensive income recognized for the above mentioned companies were NTD8,371,000 and NTD8,371,000, accounting to 88% and 7% of comprehensive income for the current period.

Other matters– Standalone Financial Report

Chuwa Wool Industry Co., (Taiwan) Ltd. has prepared the 2021 Standalone Financial Report, for which the auditors have issued an audit report with an unqualified opinion and Other Matters paragraph.

Responsibilities of management and those charged with governance for the financial statements

The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of 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 abilities of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management intends to liquidate Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries or to cease its operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for

104

overseeing the financial reporting process of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material. if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

105

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error; design and implement appropriate response measures for the risk assessed; 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 Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries.

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 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 of Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries to cease to continue as a going concern.

5. Evaluate the overall presentation, structure and content of the consolidated financial statements (including the disclosures) and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of

106

the group audit. We remain solely responsible for our audit opinion.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence (and where applicable, related safeguards).

107

From the matters communicated with those charged with governance, we determine those matters that were of most significance to Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries in the audit of 2021 consolidated financial statements and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we 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.

PwC Taiwan

Hsiao, Chun-Yuan

Certified public accountants

Lin, Se-Kai

Former Securities and Futures Bureau, Financial Supervisory Commission No. of Approval Document: Jin-Guan-Zheng-Liuo-Zi No. 0960042326

Jin-Guan-Zheng-Liuo-Zi No. 0960072936

March 23, 2022

108

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries CONSOLIDATED BALANCE SHEETS December 31, 2021 and 2020

Unit: Thousand NTD

Assets Notes
6(1)
6(2)
6(3)
6(3)
7
6(4)(5)
6(6)
6(7)
6(8)
6(9)
6(10)
6(24)
December 31, 2021
Amount
%
$ 753,473
26
-
-
20,000
1
260
-
2,615
-
105
-
-
-
109
-
851,534
29
2,134
-
6
-
1,630,236
56
159,190
6
965,501
33
192
-
46
-
131,509
5
-
-
395
-
407
-
3,790
-
1,261,030
44
$ 2,891,266
100
December 31, 2020 December 31, 2020
Amount
$ 753,473
-
20,000
260
2,615
105
-
109
851,534
2,134
6
1,630,236
159,190
965,501
192
46
131,509
-
395
407
3,790
1,261,030
$ 2,891,266
Amount
$ 831,182
18,978
20,000
845
10,884
256
37,722
3,478
243,129
12,580
6
1,179,060
424,283
664,067
216
79
133,580
6
429
418
3,790
1,226,868
$ 2,405,928
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets measured at fair
value through profit or loss - current
1136
Financial assets measured at
amortized cost - current
1150
Net notes receivable
1170
Net accounts receivable
1200
Other receivables
1210
Other receivables - related parties
1220
Current income tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1517
Financial assets measured at fair
value through other comprehensive
income - non-current
1550
Investments recognized under the
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Net investment properties
1780
Intangible assets
1840
Deferred income tax assets
1920
Refundable deposits
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
35
1
1
-
-
-
2
-
10
-
-
49
18
28
-
-
5
-
-
-
-
51
100

(Continued)

109

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries CONSOLIDATED BALANCE SHEETS December 31, 2021 and 2020

Unit: Thousand NTD

Liabilities and equity December 31,2021
Notes
Amount
%
6(5)(11)
$ 607,820
21
2,595
-
8,723
1
4,135
-
6(9)
34
-
415
-
623,722
22
6(24)
13
-
6(9)
13
-
623
-
649
-
624,371
22
6(13)
920,000
32
6(14)
145,021
5
6(15)
341,774
12
7,856
-
969,473
33
6(16)
(
117,229 ) (
4)
2,266,895
78
9
11
$ 2,891,266
100
December 31,2020 December 31,2020
Amount
$ 157,000
2,800
13,851
-
33
1,016
174,700
13
47
378
438
175,138
920,000
10,714
341,774
7,856
817,112
133,334
2,230,790
$ 2,405,928
%
Current liabilities
2100
Short-term borrowings
2170
Accounts payable
2200
Other payables
2230
Current income tax liabilities
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2600
Other non-current liabilities
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity attributable to owners of
parent
Share capital
3110
Ordinary shares
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognized contractual commitments
Significant subsequent events
3X2X
Total liabilities and equity
6
-
1
-
-
-
7
-
-
-
-
7
38
1
14
-
34
6
93
100

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

Chairman: Hou, Chia-Chi

Manager: Liu, Hsien-Wen

Head of Accounting: Lo, Chien-Chang

110

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME January 1 to December 31, 2021 and 2020

Unit: Thousand NTD (Except for earnings (loss) per share in NTD)

Item 2021
2020
Notes
Amount
%
Amount
%
6(17)
$ 78,799
100
$ 113,119
100
6(5)(22)
(
78,771) (
100)(
114,888) (
102)
28
- (
1,769) (
2)
6(22)(23)
(
579)
1- (
363)
-
(
27,644) (
35) (
28,099) (
25)
12(2)
68
-
10
-
(
28,155) (
36)(
28,452) (
25)
(
28,127) (
36)(
30,221) (
27)
6(18)
1,839
2
13,724
12
6(19)
42,948
54
47,004
42
6(5)(20)
2,365
3 (
268,006) (
237)
6(21)
(
6)
- (
18)
-
6(7)
120,257
153 (
185)
-
167,403
212 (
207,481) (
183)
139,276
177 (
237,702) (
210)
6(24)
(
11,002) (
14)(
5,821) (
5)
$ 128,274
163 ($ 243,523) (
215)
6(16)
( $ 179,652) (
228) $ 112,776
99
(
39,288) (
50)
7,850
7
(
218,940) (
278)
120,626
106
( $ 218,940)(
278)$ 120,626
106
( $ 90,666)(
115)($ 122,897) (
109)
$ 128,274
163 ($ 243,523) (
215)
( $ 90,666)(
115)($ 122,897) (
109)
6(25)
$ 1.39 ($ 2.65)
6(25)
$ 1.39 ($ 2.65)
4000
Revenue
5000
Operating costs
5900
Gross profit (loss)
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit loss (gain)
6000
Total operating expenses
6900
Operating loss
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7060
Share of the profit or loss of associates and
joint ventures accounted for using the
equity method
7000
Total non-operating income and expenses
7900
Net profit before tax (loss)
7950
Income tax expense
8200
Current net profit (loss)
Other comprehensive income (net)
8316
Unrealized gains (losses) from investments
in equity instruments measured at fair value
through other comprehensive income
8320
Share of the comprehensive income of
associates and joint ventures accounted for
using the equity method - not to be
reclassified to profit or loss
8310
Components of other comprehensive
income that will not be reclassified to
profit or loss
8300
Other comprehensive income (net)
8500
Total comprehensive income for the period
Net profit (loss) attributable to:
8610
Owners of the parent
Comprehensive income attributable to:
8710
Owners of the parent
Basic earnings (loss) per share
9750
Basic earnings (loss) per share
Diluted earnings (loss) per share
9850
Diluted earnings (loss) per share

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

Manager: Liu, Hsien-Wen

Chairman: Hou, Chia-Chi

Head of Accounting: Lo, Chien-Chang

111

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY January 1 to December 31, 2021 and 2020

Unit: Thousand NTD

2020
Balance as of January 1, 2020
Current net profit
Other comprehensive income for the period
Total comprehensive income for the period
2019 Appropriations and distribution of retained earnings
Provision for legal reserve
Cash dividends
Reversal of special reserve
Disposal of equity instruments at fair value through other
comprehensive income
Changes in equity of associates recognized using the equity
method
Balance as of December 31, 2020
2021
Balance as of January 1, 2021
Current net profit
Other comprehensive income for the period
Total comprehensive income for the period
Disposal of equity instruments at fair value through other
comprehensive income
Changes in equity of associates recognized using the equity
method
Disposal of equity instruments by associates at fair value
through other comprehensive income
Balance as of December 31, 2021
Notes Equity attributable Equity attributable to owners of parent to owners of parent Total equity
Ordinary shares Capital surplus Retained earnings Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Legal reserve Special reserve Unappropriated
retained earnings
6(16)
6(15)
6(16)
6(14)
6(16)
6(16)
6(14)
6(16)
$ 920,000
-
-
-
-
-
-
-
-
$ 920,000
$ 920,000
-
-
-
-
-
-
$ 920,000
$ 8,686
-
-
-
-
-
-
-
2,028
$ 10,714
$ 10,714
-
-
-
-
123,021
11,286
$ 145,021
$ 225,134
-
-
-
116,640
-
-
-
-
$ 341,774
$ 341,774
-
-
-
-
-
-
$ 341,774
$ 7,903
-
-
-
-
-
(
47 )
-
-
$ 7,856
$ 7,856
-
-
-
-
-
-
$ 7,856
$ 1,642,430
(
243,523 )
-
(
243,523 )
(
116,640 )
(
460,000 )
47
(
5,202 )
-
$ 817,112
$ 817,112
128,274
(
96 )
126,813
45,791
-
(
21,608 )
$ 969,473
$ 7,506
-
120,626
120,626
-
-
-
5,202
-
$ 133,334
$ 133,334
-
(
218,844 )
(
218,844 )
(
42,041 )
-
10,322
($ 117,229 )
$ 2,811,659
(
243,523 )
120,626
(
122,897 )
-
(
460,000 )
-
-
2,028
$ 2,230,790
$ 2,230,790
128,274
(
218,940 )
(
90,666 )
3,750
123,021
-
$ 2,266,895

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

Chairman: Hou, Chia-Chi

Manager: Liu, Hsien-Wen

Head of Accounting: Lo, Chien-Chang

112

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS January 1 to December 31, 2021 and 2020

Unit: Thousand NTD

Cash flows from operating activities
Current net profit before tax (loss)
Adjusting items
Adjustments to reconcile profit (loss)
Depreciation

Amortization expense

Expected credit loss (gain)

Net loss (gain) on financial assets measured
at fair value through profit or loss

Interest expenses

Interest income

Dividend income

Share of losses (gain) of associates
recognized using the equity method

Loss from disposal of property, plant and
equipment

Gains from disposal of equity-accounted
investments

Impairment losses

Lease modification gain

Changes in operating assets and liabilities
Changes in operating assets
Net notes receivable
Accounts receivable
Other receivables
Other receivables - related parties
Inventories

Prepayments
Changes in operating liabilities
Accounts payable
Other payables
Other current liabilities
Cash inflow generated from operations
Interest paid
Income tax paid
Net cash outflow from operations
Notes
January 1 to
December 31, 2021
January 1 to
December 31, 2020
$ 139,276 ( $ 237,702 )
6(8)(9)(10)
(22)
2,128
2,277
6(22)
6
14
12(2)
(
68 ) (
10 )
6(20)
(
2,206 )
567
6(21)
1
15
6(18)
(
1,839 ) (
13,724 )
6(19)
(
42,424 ) (
20,111 )
6(7)
(
120,257 )
185
6(20)
-
1,590
6(20)
- (
3,617 )
6(7)(20)
-
249,390
6(9)
- (
46 )
585 (
845 )
8,337 (
3,178 )
-
12
37,722
470
6(4)
(
608,405 ) (
243,129 )
10,446 (
12,042 )
(
205 )
2,800
(
5,127 ) (
1,128 )
(
601 )
954
(
582,631 ) (
277,258 )
(
1 ) (
15 )
(
3,466 ) (
2,288 )
(
586,098 ) (
279,561 )

(Continued)

113

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS January 1 to December 31, 2021 and 2020

Unit: Thousand NTD

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets measured at fair
value through other comprehensive income
Disposal of financial assets measured at fair value
through other comprehensive income
Disposal of financial assets measured at amortized
cost
Acquisition of financial assets measured at fair
value through profit or loss
Disposal of financial assets measured at fair value
through profit or loss
Acquisition of equity method investments

Disposal of equity method investments

Acquisition of property, plant and equipment

Disposal of property, plant and equipment

Decrease in refundable deposits
Acquisition of investment properties

Interest received
Dividends received
New cash inflow from investing
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Increase in deposits received

Payments of lease liabilities

Cash dividends paid

Net cash (outflow) flows from financing
activities
Current net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Notes
January 1 to
December 31, 2021
January 1 to
December 31, 2020
( $ 426,285 ) ( $ 422,642 )
418,032
73,414
-
975,336
(
23,305 )
228
44,489
-
6(7)
- (
522,876 )
6(7)
-
61,456
6(8)
- (
148 )
6(8)
-
577
11
705
6(10)
- (
2,192 )
1,991
27,545
42,424
20,111
57,357
211,514
6(26)
450,820
157,000
6(26)
245
96
6(26)
(
33 ) (
275 )
6(26)
- (
460,000 )
451,032 (
303,179 )
(
77,709 ) (
371,226 )
831,182
1,202,408
$ 753,473 $ 831,182

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

Manager: Liu, Hsien-Wen

Chairman: Hou, Chia-Chi

Head of Accounting: Lo, Chien-Chang

114

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2021 and 2020

Unit: Thousand NTD

(Except as otherwise indicated)

1. Company History

  • (1) Chuwa Wool Industry Co., (Taiwan) Ltd. (hereinafter referred to as "the Company") was established on August 19, 1964, in accordance with the regulations of the Company Act. The main business of the Company and its subsidiaries (hereinafter referred to as the "Group") includes sale of wool top, carbonized wool, superwash wool and shrink-resistant wool top, and real estate leasing. The Company has been listed on the Taiwan Stock Exchange Corporation since May 22, 1989.

  • (2) Han Yang Global Co., Ltd. holds 53.41% shares of the Company, and Hanshin Asset Management Co., Ltd. is the Group's ultimate parent company.

2. Date and procedures of approval of the financial statements

  • The consolidated financial statements were authorized for issuance by the Board of Directors on March 23, 2022.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND

INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards as endorsed by the Financial Supervisory Commission ("FSC")

New, revised or amended IFRS standards and interpretations endorsed by the FSC effective from 2021 are as follows:

FSC effective from 2021 are as follows:
New,Revised or Amended Standards and Interpretations Effective date by
International Accounting
Standards Board
Amendments to IFRS 4, "Extension of the Temporary Exemption
from Applying IFRS 9"
Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39,
"Interest Rate Benchmark Reform" - Phase 2
Amendments to IFRS 16, "Covid-19-Related Rent Concessions
beyond 30 June 2021”
Note: FSC allows the application to be brought forward to January
1, 2021.
January 1, 2021
January 1, 2021
April 1, 2021 (Note)

115

The above standards and interpretations have no significant impact to the Group's financial position and financial performance based on the Group's assessment.

116

  • (2) Effects of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Group

New, revised or amended IFRS standards and interpretations endorsed by the FSC effective from 2022 are as follows:

FSC effective from 2022 are as follows:
New,Revised or Amended Standards and Interpretations Effective date by
International Accounting
Standards Board
Amendments to IFRS 3, "Reference to the Conceptual Framework"
Amendments to IAS 16 "Property, Plant and Equipment — Proceeds
before Intended Use"
Amendments to IAS 37 "Onerous Contracts — Cost of Fulfilling a
Contract"
Annual Improvements to IFRSs 2018-2020 Cycle
January 1, 2022

January 1, 2022
January 1, 2022
January 1, 2022

The above standards and interpretations have no significant impact to the Group's financial position and financial performance based on the Group's assessment.

  • (3) IFRSs issued by International Accounting Standards Board ("IASB") but not yet endorsed by the FSC

New standards, interpretations, and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

New,Revised or Amended Standards and Interpretations Effective date by
International Accounting
Standards Board
Amendments to IFRS 10 and IAS 28, "Sale or contribution of assets
between an investor and its associate or joint venture"
IFRS 17, "Insurance contracts"
Amendments to IFRS 17 "Insurance contracts"
Amendments to IFRS17,“Initial application of IFRS 17 and IFRS 9
- comparative information”
Amendments to IAS 1 "Classification of Liabilities as Current or
Non-current"
Amendment to IAS 1, "Disclosure of Accounting Policies"
Amendment to IAS 8, "Definition of Accounting Estimates"
Amendment to IAS 12, “Deferred Tax Related to Assets and
Liabilities Arising from a Single Transaction”
To be determined by
IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023

The above standards and interpretations have no significant impact to the

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Group's financial position and financial performance based on the Group's assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The main accounting policies adopted in the preparation of this Consolidated Financial Report are as follows. Except as stated otherwise, these policies have been consistently applied to all the periods presented.

(1) Compliance statement

The consolidated financial statements of the Group have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and with International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, "IFRSs") as endorsed by the FSC.

  • (2) Basis of preparation

  • Apart from financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income, these consolidated financial statements have been prepared under the historical cost convention.

  • The preparation of financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The items involving a higher degree of judgment or complexity, or items where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

  • (3) Basis of consolidation

  • Basis for preparation of consolidated financial statements

    • (1) All subsidiaries are included in the Group's consolidated financial statements. Subsidiaries are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.

    • (2) Inter-company transactions, balances and unrealized gains or losses on

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transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  • (3) The profit or loss and each component of other comprehensive income shall be attributed to the owners of the parent and to the non-controlling interests; and total comprehensive income shall also be attributed to the owners of the parent and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

  • (4) Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with noncontrolling interests) are equity transactions, i.e., transactions among owners in their capacity as owners. Difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity.

  • (5) When the Group loses control in a subsidiary, remaining investments in the former subsidiary shall be re-measured at fair value and serve as fair value of the initially recognized financial asset or the cost of initially recognized investment in associated company or joint venture. The difference between the fair value and book value of the investment is recognized in current profit or loss. All amounts previously recognized in other comprehensive income related to the subsidiary shall be accounted on the same basis as if the Group had directly disposed of such assets or liabilities. In other words, gains or losses previously recognized in other comprehensive income will be reclassified to profit or loss when such assets or liabilities are disposed of, then if the Group loses control in a subsidiary, such gains or losses are reclassified from equity to profit or loss.

119

  1. Subsidiaries included in the consolidated financial statements:
Name of
Investor
Name of subsidiary Main Business
Activities
Ownership (%) Ownership (%) Explanation
December 31,2021 December 31,2020
The
Company
HCW Investment
Co., Ltd.
General
investment
services
100.00 100.00
  1. Subsidiaries not included in the consolidated financial statements: N/A

  2. Adjustments for subsidiaries with different balance sheet dates: N/A

  3. Significant restrictions: N/A

  4. Subsidiaries that have non-controlling interests that are material to the Group: N/A

  5. (4) Foreign currency translation

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The consolidated financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency.

  1. Foreign currency transactions and balances

  2. (1) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

  3. (2) Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss in the period in which they arise.

  4. (3) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date, and their translation differences are recognized in profit or loss in the period in which they arise; those held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date, and their translation differences are recognized in other comprehensive income; and those not measured at fair value are translated using the historical

120

exchange rates at the dates of the initial transactions.

  • (4) All foreign exchange gains and losses are presented in the statement of comprehensive income within "other gains and losses".

  • Translation of foreign operations

  • (1) The operating results and financial position of all the Group's entities, associates and joint arrangements that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • B. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

    • C. All resulting exchange differences are recognized in other comprehensive income.

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  • (2) If the partially disposed or sold foreign operation is a subsidiary, the cumulative exchange difference recognized in proportion as other comprehensive income shall be reclassified as the non-controlling interest of the foreign operation. However, if the Group has lost the control of the foreign operation which is a subsidiary despite retaining partial interest in the former subsidiary, it shall be treated as a disposal of all interest in the foreign operation.

  • (5) Classification of current and non-current items

The Group engages in entrusting construction companies to build buildings, and the operating cycles normally exceed a year. Assets and liabilities related to construction projects are classified as current or non-current based on the operating cycles; the remaining items are classified as current and non-current as follows:

  1. Assets that meet one of the following criteria are classified as current assets:

  2. (1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.

  3. (2) Mainly held for trading purposes.

  4. (3) Assets that are expected to be realized within twelve months from the balance sheet date.

  5. (4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

Assets not meeting the above criteria are classified by the Group as noncurrent assets.

  1. Liabilities that meet one of the following criteria are classified as current liabilities:

  2. (1) Liabilities that are expected to be paid off within the normal operating cycle.

  3. (2) Mainly held for trading purposes.

  4. (3) Liabilities that are to be paid off within twelve months from the balance sheet date.

  5. (4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

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Liabilities not meeting the above criteria are classified by the Group as noncurrent liabilities.

(6) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

(7) Financial assets measured at fair value through profit or loss

  1. Refers to financial assets that are not measured at amortized cost or fair value through other comprehensive income.

  2. The Group adopts trade date accounting for regular way purchases or sales of financial assets measured at fair value through profit or loss.

  3. Financial assets at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently measured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

  4. The Group recognizes the dividend income in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be measured reliably.

(8) Financial assets measured at fair value through other comprehensive income

  1. Refers to equity investments that are not held for trading, and the Group has made an irrevocable election at initial recognition to recognize the changes in fair value in other comprehensive income; or debt instruments investments which meet the following conditions:

  2. (1) The financial assets held within a business model whose objective is both collecting contractual cash flows and selling financial assets.

  3. (2) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

  4. The Group adopts trade date accounting for regular way purchases or sales of financial assets at fair value through other comprehensive income.

  5. At initial recognition, the Group measures the financial assets at fair value

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plus transaction costs. The Group subsequently measures the financial assets at fair value:

  - (1) The changes in fair value of equity instruments are recognized in other comprehensive income. The cumulative gain or loss previously recognized in other comprehensive income shall be recorded to retained earnings and not be reclassified to profit or loss upon the derecognition. The Group recognizes the dividend income in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Group, and the amount of the dividend can be measured reliably.

  - (2) Except for the impairment losses, interest income and foreign exchange gains or losses which are recognized in profit or loss, the changes in fair value of debt instruments are recognized in other comprehensive income before derecognition. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.
  • (9) Financial assets measured at amortized cost

  • Refers to financial assets that meet both of the following conditions:

    • (1) The financial assets held within a business model whose objective is collecting contractual cash flows.

    • (2) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

  • The Group adopts settlement date accounting for regular way purchases or sales of financial assets measured at amortized cost.

  • At initial recognition, the Group measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognized in profit or loss when the asset is derecognized or impaired.

  • The Group's time deposits which do not meet the condition of cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

  • (10) Accounts receivable and notes receivable

  • Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  • The short-term accounts and notes receivable without bearing interest are

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subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(11) Impairment of financial assets

For financial assets measured at amortized cost, the Group, on every balance sheet date, after considering all reasonable and supporting information (include forward-looking), recognizes a loss allowance for 12-month expected credit losses if there is no significant increase in credit risk since initial recognition; and a loss allowance for lifetime expected credit losses if there is a significant increase in credit risk since initial recognition. For accounts receivables that do not contain a significant financing component, a loss allowance for lifetime expected credit losses is recognized.

(12) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(13) Lease transactions of lessor - operating lease

Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.

(14) Inventories

  1. Construction land, properties under construction and properties for sale are recorded at acquisition cost, and recognized as project gains and loss using the completed contract method. Construction land undergoing active development is reclassified as property under construction, and the related interest from active development or during construction to completion date is capitalized.

  2. Inventories are measured at the lower of cost and net realizable value at the end of the period, and the item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price under normal circumstances less the estimated cost of completion and applicable variable expenses.

(15) Equity-accounted investments - associates

  1. An associate is an entity over which the Group has significant influence but not control and generally holds 20% or more of the voting power directly or indirectly. Investments in associates are accounted for using

125

the equity method and are recognized at cost upon acquisition.

  1. Share of gain or loss from acquisition of associates is recognized as current profit or loss, and share of other comprehensive income upon acquisition is recognized as other comprehensive income. If the Group's share of losses of any associate equals or exceeds its interest in the associate (including any other unsecured receivables), the Group discontinues recognizing its share of further losses, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.

  2. The Group recognizes all shares of change in equity in "capital surplus" in proportion to its ownership, when there are changes in an associate's equity that are not recognized in profit or loss or other comprehensive income of the associates and such changes do not affect the ownership percentage of the associate.

  3. Unrealized gains or losses on transactions between the Group and its associates are eliminated to the extent of its interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group.

  4. When the Group subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Group's proportionate interest in the net assets of the associate. The Group records such a difference as an adjustment to "investments with the corresponding amount charged" or credited to "capital surplus." If the Company's ownership interest is reduced due to the additional subscription to the shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.

  5. If the Group loses significant influence over an affiliate when it disposes the affiliate, all amounts previously recognized in other comprehensive income related to the affiliate shall be accounted on the same basis as if the Group had directly disposed of such assets or liabilities. In other words, gains or losses previously recognized in other comprehensive income will

126

be reclassified to profit or loss when such assets or liabilities are disposed of, then if the Group loses significant influence in an affiliate, such gains or losses are reclassified from equity to profit or loss. If there is still significant influence over the affiliate, transfer the amount previously recognized in other comprehensive income in proportion, based on the above method.

(16) Joint operation

With regards to the interest in joint operation, the Group recognizes its direct rights (and its share) on the joint operation's assets, liabilities, income and expenses, and has included them in the applicable items of the financial report.

(17) Property, plant and equipment

  1. Property, plant and equipment are initially recorded at cost.

  2. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  3. Land is not depreciated. Other property, plant and equipment apply cost models and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If the composition of property, plant and equipment is significant, the items shall be depreciated separately.

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  1. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, "Accounting policies, changes in accounting estimates and errors", from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
follows:
Buildings and structures 8-20 years
Transportation equipment 5 years
Office equipment 3-23 years
Leasehold improvements Over the shorter of the lease term or useful life
in years

(18) Leasing transaction of lessee - Right-of-use assets/lease liabilities

  1. The Group recognizes lease assets as right-of-use assets and lease liabilities at the commencement date of the lease. For short-term leases or leases of low value assets, lease payments are recognized as expenses using the straight-line method during the lease term.

  2. On the commencement date, the Group measures lease liabilities by the present value of outstanding lease payments, using the Group's incremental borrowing rate. Lease payments include fixed payments less any lease incentives receivable.

  3. In subsequent periods, the Company measures lease liabilities at amortized cost using the effective interest method and recognizes interest expense during the lease term. If the lease term or lease payment is changed due to reasons other than amendments to the lease contracts, the Company will remeasure the lease liabilities. The remeasurement amount is then recognized as an adjustment to the right-of-use assets.

  4. The Company measures right-of-use assets at cost on the commencement date of the lease, and the costs include the initial measurement amount of lease liabilities. The right-of-use assets are subsequently measured by adopting the cost model. The Company depreciates the right-of-use assets at the earlier of the right-of-use assets' useful life or the end of lease term. When remeasuring the lease liabilities, the remeasurement amount is

128

recognized as an adjustment to the right-of-use assets.

  1. For reduction of lease scope in lease modification, the lessee shall reduce the carrying amount of the right-of-use assets to reflect the partial or full termination of the lease, and recognize the difference from the remeasurement amount of the lease liability in profit or loss.

(19) Investment properties

Investment properties are recognized at acquisition cost, and subsequently measured by adopting the cost model. Apart from land, they are depreciated using the straight-line method over their estimated useful lives of between 8 and 60 years.

  • (20) Intangible assets

Computer software is recognized as acquisition cost and is amortized on a straight-line basis using the estimated useful lives of 4 years.

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(21) Impairment of non-financial assets

The Group assesses at each balance sheet date the recoverable amounts of those assets where there are any impairment indications. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

(22) Borrowings

Refers to long and short-term borrowings from the banks. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(23) Accounts payable

  1. Accounts payable are the liabilities for purchases of raw materials, goods or services, and accounts payable arising from operating and nonoperating activities.

  2. The short-term accounts payable without bearing interest are measured at initial invoice amount as the effect of discounting is immaterial.

(24) Derecognition of financial liabilities

The Group derecognizes a financial liability when the obligation under the liability specified in the contract is discharged, canceled, or expired.

(25) Employee benefits

  1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for that service, and shall be recognized as expenses when the employees have rendered service.

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  1. Pensions

For defined contribution plans, the contributions shall be recognized as pension expenses when they are due on an accrual basis. Prepaid contributions shall be recognized as assets to the extent that the prepayment will lead to a cash refund or a reduction in the future payments.

  1. Termination benefits

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

131

  1. Employees' remuneration and directors' remuneration Employees' remuneration and directors' remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employees' remuneration is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the Board of Directors' resolution.

(26) Income tax

  1. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  2. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Group operates and generates taxable income. The management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. For undistributed surplus earnings, an additional income tax shall be levied in accordance with the Income Tax Act. When the earnings distribution proposal is approved in the shareholders' meeting the following year after the surplus is generated, the income tax expense of the undistributed earnings shall be recognized based on the actual earnings distribution.

  3. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of

132

the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  1. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  2. Deferment of unused income tax credit arising due to purchase of equipment or technologies, research and development expenditure and equity investment, is recognized as deferred tax assets and only if, it is considered probable that there will be sufficient future taxable profit against which the credit carried forward can be utilized.

(27) Dividends

Dividends are recorded in the Company's financial statements in the period in which they are resolved by the Company's shareholders. Cash dividends are recorded as liabilities.

(28) Revenue recognition

Sales of goods

The Group's main products are wool top, shrink-resistant wool top and shrink-resistant loose wool, etc. Sales revenues are recognized when the products are sold to the customers, based on the price stated in the contract.

(29) Operating segments

Operating segments are reported in a manner consistent with the internal management reports provided to the chief operating decision-maker, who is responsible for allocating resources to operating segments and evaluating their performance.

5. Critical Accounting Judgments and Key Sources of Estimation And Uncertainty

The preparation of these consolidated financial statements requires management to make critical judgments in applying the Group's accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and

133

adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year, and the related information is addressed below:

  • (1) Key judgments of accounting policies adopted

None.

  • (2) Critical accounting estimates and assumptions

Impairment evaluation of equity method investments

When there are impairment indications that certain equity method investments could be impaired to its carrying amount and may not be recovered, the Group shall immediately evaluate the impairment of the investment. The Group evaluates the recoverable amount based on the discounted present value of the expected future cash flow of the investee company, and analyzes the reasonableness of the assumptions.

6. DETAILS OF SIGNIFICANT ACCOUNTS

  • (1) Cash and cash equivalents
Cash and cash equivalents
Petty Cash
Demand deposit
Time deposits
December 31, 2021
$ 30
423,443
330,000
$ 753,473
December 31, 2020
$ 30
151,152
680,000
$ 831,182
  1. The Group transacts with a variety of financial institutions with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  2. The Group has no cash and cash equivalents pledged to others.

  3. (2) Financial assets measured at amortized cost - current

Time deposits December 31, 2021
$ 20,000
December 31, 2020 December 31, 2020
$ 20,000
  1. The Group's interest income recognized in profit or loss due to financial assets measured at amortized cost in 2021 and 2020 were NTD100 and NTD8,174 (column "Interest income") respectively.

  2. Without taking into account the collaterals held or other credit enhancement, the maximum exposure to credit risk of financial assets measured at

134

amortized cost that best represent the Group as of 31 December 2021 and 2020, were NTD20,000 and NTD20,000 respectively.

  1. The Group has no financial assets measured at amortized cost pledged to others on December 31, 2021 and 2020.

(3) Net notes and accounts receivable

Notes receivable
Accounts receivable
Less: Loss provisions
December 31, 2021
$ 260
$ 2,615
- (
$ 2,615
December 31, 2020
$ 845
$ 10,952

68)
$ 10,884
  1. The Group's notes and accounts receivable are not overdue.

  2. The Group's notes and accounts receivable balances as of December 31, 2021 and 2020 arise from customers' contracts, and the balance of accounts receivable from customer contracts on January 1, 2020 was NTD7,696.

  3. As of December 31, 2021 and 2020, the Group does not have pledged notes and accounts receivable.

  4. Without taking into account the collaterals held or other credit enhancement, the maximum exposure to credit risk of notes accounts receivable that best represent the Group as of December 31, 2021 and 2020, were NTD2,875 and NTD11,729 respectively.

  5. For details of the credit risk of the relevant notes receivable and accounts receivable, please refer to Note 12(2).

(4) Inventories

Inventories
Joint operation - construction land
Joint operation - prepayment for land
purchase
December 31, 2021
$ 851,534
-
$ 851,534
December 31, 2020
$ 214,937
28,192
$ 243,129

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  1. Inventory on account is the share recognized by the Group's participation in joint operations according to the proportion of holdings, please refer to Note 6(5) for details.

  2. The cost of inventories recognized as expense by the Group in 2021 and 2020 were NTD78,771 and NTD114,888 respectively.

  3. The Group's interest capitalization on inventory for 2021 and 2020 were NTD7,071 and NTD56, and the capitalization rates were 1.80%~1.83% and 1.80%respectively.

  4. For the Group's pledged inventories, please refer to Note 8.

  5. (5) Joint operation

  6. The Group signed a construction joint venture contract with five other companies, adopting the joint operation arrangement. With regards to the interest in the joint operation, the Group recognizes its direct rights (and its share) on the joint operation's assets, liabilities, income and expenses, and has included them in the applicable items of the consolidated financial report. The relevant information is as follows:

Project name
Neihu Jiuzhong
Project
Tucheng
Zhongyi Project
Sanchong
Zhongxing
Project
Holding
ratio
10%
10%
15%
Co-builder
5 companies including Kuo Yang
Construction Co., Ltd.

5 companies including Kuo Yang
Construction Co., Ltd.
4 companies including Kuo Yang
Construction Co., Ltd.
Explanation
Neihu District,
Taipei City
Tucheng
District, New
Taipei City
Sanchong
District, New
Taipei City
  1. Summary of the Company's share in the joint operation is as follows:

December 31, 2021 December 31, 2020

December 31, 2021 December 31, 2020
Balance Sheet
Current assets
Inventories
Other current assets
Total assets
Current liabilities
Short-term borrowings
Other current liabilities
Total liabilities
$ 851,534
58,391
909,925
$ 909,925
$ 607,820
1,411
609,231
$ 609,231
$ 243,129
12,911
256,040
$ 256,040
$ 157,000
4,038
161,038
$ 161,038

136

(6) 2021
2020
Statement of Comprehensive Income
Revenue
$ 1,514 $ 2
Fees
($ 475)$ -
Non-operating income and expenses
$ 8 $ -
Financial assets measured at fair value through other comprehensive income-
non-current
non-current
Equity instruments
TWSE and TPEx stocks
Non-listed companies' stocks and emerging
stocks
Valuation adjustment
(
December 31, 2021
$ 265,238
-
265,238

106,048)
$ 159,190
December 31, 2020
$ 254,503
54,135
308,638
115,645
$ 424,283
  1. The Group chooses to classify equity instruments investments that are strategic investments and that will receive stable dividend as financial assets measured at fair value through other comprehensive income; the fair values of these investments as of December 31, 2021 and 2020, were NTD159,190 and NTD424,283 respectively.

  2. The Group initially held shares of Hanshin Department Store Co., Ltd. (hereinafter referred to as “Hanshin Department Store”), who in September 2021, merged with Hanshin Shopping Plaza Co., Ltd. (hereinafter referred to as “Hanshin Shopping Plaza”) by adopting share exchange method. After the share exchange, Hanshin Department Store became a 100% owned subsidiary of Hanshin Shopping Plaza, please refer to Note 6(7).

  3. Details of financial assets measured at fair value through other comprehensive income recognized in profit or loss and comprehensive income are as follows:

137

4. 2021
2020
Investments in equity instruments measured
at fair value through other
comprehensive income
Changes in fair value recognized in other
comprehensive income
($ 179,652) $ 112,776
Cumulative profit (loss) reclassified as
retained earnings due to derecognition
42,041 ($ 2,869)
Dividend income recognized in profit
and loss
Holding as of end of period
$ 11,352
$ 16,013
Derecognized during the period
31,072
3,647
$ 42,424
$ 19,660
Without taking into account the collaterals held or other credit enhancement,
the maximum exposure to credit risk of financial assets measured at fair value
through other comprehensive income that best represent the Group as of
December 31, 2021 and 2020, were NTD159,190 and NTD424,283
respectively.
  1. The Group has no financial assets measured at fair value through other comprehensive income pledged to others.

  2. For details regarding credit risk of financial assets measured at fair value through other comprehensive income, please refer to Note 12(2).

  3. (7) Investments recognized under the equity method

2021 2020
January 1 $ 664,067 $ 438,544
Increase in equity method investments 97,444 522,876
Change in capital surplus 134,307 2,028
Disposal of equity method investments - ( 57,656)
Income (losses) from equity investments under
the equity method 120,257 ( 185)
Impairment loss of equity method investments - ( 249,390)
Other changes in equity interest ( 50,574) 7,850
December 31 $ 965,501 $ 664,067
For impairment loss of equity method investments, please refer to Note 6(20).
December 31, 2021 December 31, 2020
Associate
Hanshin Shopping Plaza Co., Ltd. $ 857,907 $ 520,684
Jollify4ever Ltd. 67,326 143,383
Xin Xi Venture Co., Ltd. 40,268 -
$ 965,501 $ 664,067

138

1. Associate

  • (1) Basic information of the Group's significant affiliates:
Company name
Principal
place of
business
Shareholding ratio
Nature of
relationship
Measureme
nt method
December 31, 2021 December 31, 2020
Hanshin Shopping
Plaza Co., Ltd.
Taiwan
Jollify4ever Ltd.
Taiwan
17.80%
20.00%
Associate
Equity
method
Not applicable.
46.83%
Associate
Equity
method
  • (2) Summary of the financial information of the Group's significant affiliates:

Balance Sheet

Balance Sheet
Current assets
Non-current assets
Current liabilities
(
Non-current liabilities
(
Total net assets
Share of affiliates' net assets
Goodwill
Affiliates' book value
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Total net assets
Share of affiliates' net assets
Affiliates' book value
Statement of Comprehensive Income
Revenue
Net loss of continuing operations for the
period
Other comprehensive income (net income
after tax)
(
Total comprehensive income for the period
Hanshin Shopping Plaza Co., Ltd.
December 31,
2021
December 31,
2020
$ 2,134,400
$ 1,870,589
10,265,305
8,947,422

2,344,090 ) (
2,014,108 )

6,952,589) (
7,678,768)
$ 3,103,026
$ 1,125,135
$ 514,174
$ 225,027
343,733
295,657
$ 857,907
$ 520,684
Jollify4ever Ltd.
December 31,
2020
$ 202,767
222,994
(
96,632 )
(
22,932)
$ 306,197
$ 143,383
$ 143,383
Hanshin Shopping Plaza Co., Ltd.
2021
2020
$ 3,074,114
$ 3,104,884
$ 999,015
$ 854,905

322,909)
984,310
$ 676,106
$ 1,839,215
2021
$ 3,074,114
$ 999,015

322,909)
$ 676,106

139

Revenue
Net loss of continuing operations for the
period
(
Other comprehensive income (net income
after tax)
Total comprehensive income for the period
(
Jollify4ever Ltd.
2020
$ 99,943
$ 80,363)
12,009
$ 68,354)
  • (3) As of December 31, 2021, the carrying amount of the Company's individual insignificant affiliates was NTD107,594, and the share of its operating results are as follows:
Net loss of continuing operations for the
period
(
Other comprehensive income (net income
after tax)
Total comprehensive income for the period
(
2021
$ 40,851)
5,069
$ 35,782)
  1. It was approved in the shareholders’ meeting held in November 2021, that Jollify4ever Ltd. will conduct a capital reduction through split-up. A business value of NTD80,000 was transferred from Jollify4ever Ltd. to the newly established company, Xin Xi Venture Co., Ltd., held by the original shareholders according to the shareholding ratio. The Group hence obtained 46.83% shares of Xin Xi Venture Co., Ltd, becoming the company's single largest shareholder. As a shareholders' agreement is signed among other shareholders (non-related party), it indicates that the Company does not have the actual ability to direct the relevant activities, hence it is assessed that there is no control but significant influence over the company.

  2. In May 2020, Jollify4ever Ltd. conducted a cash capital increase; the Group did not subscribe in proportion to its shareholding, and thus its shareholding in Jollify4ever Ltd. dropped from 47.64% to 46.83%. The Group is the company's single largest shareholder. As a shareholders' agreement is signed among other shareholders (non-related party), it indicates that the Group does not have the actual ability to direct the relevant activities, hence it is assessed that there is no control but significant influence over the company.

  3. In 2020, the Group assessed that the equity investment in Jollify4ever Ltd has been impaired. The recoverable amount is based on the comparable

140

companies of the market approach, and the fair value less disposal cost of these investments are assessed to be Level 3 fair value, hence an impairment loss of NTD249,390 was recognized under "Other gains and losses".

  1. In October 2020, the Group participated in the capital increase by cash of its related party, Hanshin Shopping Plaza Co., Ltd., and obtained 20% shareholding, please refer to Note 7(3) for details.

Hanshin Shopping Plaza set its record date as September 1, 2021, and merged with Hanshin Department Store by adopting the share exchange method. According to the share exchange contract, the share conversion ratio is 1 ordinary share of Hanshin Department Store for 0.25 ordinary share of Hanshin Shopping Plaza. After the share exchange, the Group holds 17.8% shares of Hanshin Shopping Plaza, and Hanshin Department Store is a 100% owned subsidiary of Hanshin Shopping Plaza.

(8) Property, plant and equipment

  1. The details are as follows:
The details are as follows:
January 1
Cost
Accumulated
depreciation and
impairment
January 1
Depreciation
December 31
December 31
Cost
Accumulated
depreciation and
impairment
2021 Total
$ 1,908
(
1,692)
$ 216
$ 216
(
24)
$ 192
$ 1,908
(
1,716)
$ 192
Land

$ 61
-
$ 61
$ 61
-
$ 61
$ 61
-
$ 61
Buildings and
structures

$ 310
(
296 )
$ 14
$ 14
-
$ 14
$ 310
(
296 )
$ 14
Office equipment
$ 1,537
(
1,396)
$ 141
$ 141
24
$ 117
$ 1,537
1,420
$ 117

141

January 1
Cost
Accumulated
depreciation and
impairment
January 1
Addition
Disposal
Depreciation
December 31
December 31
Cost
Accumulated
depreciation and
impairment
2020
Land
$ 61
-
$ 61
$ 61
-
-
-
$ 61
$ 61
-
$ 61
  1. The Group's property, plant and equipment are not pledged.

  2. As the trust deeds of the Group's lands, properties and buildings are signed with the banks, the ownerships are recorded under the banks.

  3. (9) Leasing - lessee

  4. The underlying assets of the Group's leases include office equipment, buildings and transportation equipment, and the terms of the leases are normally 3 years. The lease contracts are negotiated individually and contain various terms and conditions without other restrictions except for the leased assets restricted to pledge to others.

  5. The information of the carrying amount of the right-of-use assets and the recognition of depreciation expense are as follows:

Office equipment
Office equipment
Buildings and structures
December 31, 2021
Carrying amount
$ 46
2021
Depreciation
$ 33
-
$ 33
December 31, 2020
Carrying amount
$ 79
2020
Depreciation
$ 32
247
$ 279
  1. The Group's acquisition of right-of-use assets in 2021 and 2020 were NTD0.

142

  1. The information on the lease contract affecting profit or loss is as follows:
Items affecting current profit or loss
Interest expense from lease liabilities
Expense of short-term leases
Lease modification gain
2021
$ 1
-
-
2020
$ 15
24
46
  1. The cash flows used in the lease payments of the Group in 2021 and 2020 amounted to NTD34 and NTD314 respectively.

(10) Investment properties

  1. Investment properties refers to the Group's own investments properties. The Group signs commercial lease agreements for its investments properties, and the duration of the lease contract is normally not more than 1 year. The lease contract includes a clause that adjusts the lease amount according to the market environment each year. The details are as follows:
January 1
Depreciation
December 31
January 1
Addition
Depreciation
Transfer
December 31
2021 Total
$ 133,580
2,071)
$ 131,509
Total
$ 126,569
2,192

1,913)
6,732
$ 133,580
Land
$ 72,160
- (
$ 72,160
Buildings and
structures
$ 61,420

2,071)(
$ 59,349
2020
Land
$ 72,160
-
- (
-
$ 72,160
Buildings and
structures
$ 54,409
2,192

1,913) (
6,732
$ 61,420
  1. Lease income and direct operating expenses from investments properties:
Lease income from investments properties
Direct operating expenses arising from
investments properties that generate lease
income during current period
Direct operating expenses arising from
investments properties that do not generate
lease income during current period
2021
$ 2,195
$ 493
$ 2,508
2020
$ 1,751
$ 329
$ 2,632

143

  1. The fair values of investments properties held by the Group as of December 31, 2021 and 2020, were NTD209,880 and NTD208,487 respectively, based on the assessment results of independent evaluation experts where the income approach was adopted, and they belong to Level 3 fair value; the main assumptions are as follows:
assumptions are as follows:
Capitalization rate December 31,2021
1.20%~1.50%
December 31,2020
1.20%~1.60%

(11) Short-term borrowings

ort-term borrowings
Type of borrowings
Bank borrowings
Secured loans
Type of borrowings
Bank borrowings
Secured loans
December 31, 2021
$ 607,820
December 31, 2020
$ 157,000
Interest rate range
1.80%~1.83%

Interest rate range
1.80%
Collateral
Construction land
Collateral
Construction land
  1. The secured loan is the share recognized by the Group's participation in joint operation according to its holding ratio, please refer to Note 6(5) for details.

  2. Interest expense recognized in 2021 and 2020 profit or loss was NTD0.

(12) Pensions

Effective July 1, 2005, the Company and its domestic subsidiaries have established a defined contribution pension plan in accordance with the Labor Pension Act, covering all employees with R.O.C. nationality. Under the labor pension system established under the Labor Pension Act which the employees opt for, the Company and its domestic subsidiaries contribute monthly an amount based on 6% of the employees' monthly salaries and wages to the employees' individual pension accounts. The principal and accrued dividends from an employee's individual account are paid monthly or in lump sum upon retirement of an employee.

The pension costs recognized by the Group in accordance with the above pension plan were NTD548 and NTD625 for 2021 and 2020 respectively.

(13) Share capital

The Company's authorized capital as of December 31, 2020 and 2019, were both NTD1,100,000, divided into 110,000 thousand shares to be issued in

144

installment; the paid-in capital is NTD920,000, at NTD10 per share.

(14) Capital surplus

In accordance with the Company Act, capital surplus from the income derived from the issuance of new shares at a premium and the income from endowments received by the company, besides being used for offsetting its loss, shall be distributed to the shareholders by issuing new shares or cash in proportion to the number of shares being held if the company incurs no loss. And in accordance with the Securities and Exchange Act, the amount of capital surplus to be capitalized per year shall not be more than 10% of the paid-in capital. The company shall not use the capital surplus to make good its capital loss, unless the surplus reserve is insufficient to make good such loss.

loss.
Treasury shares transaction
Disposal of equity instruments by associates
at fair value through other comprehensive
income
Changes in equity of associates
Others
December 31, 2021
$ 8,516
11,286
125,049
170
$ 145,021
December 31, 2020
$ 8,516
-
2,028
170
$ 10,714

(15) Retained earnings

  1. In accordance with the Company's Articles of Incorporation, the Company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. And if there is still surplus after appropriating or reversing the special reserve according to the law, the board of directors shall, according to the dividend policy, draft an earnings distribution proposal by combining it with the undistributed surplus at the beginning of the period. If the distribution is in the form of new shares issuance, it shall be submitted to the shareholders' meeting for approval; if it is in the form of cash, it shall be approved by a majority vote at a board meeting attended by over two-thirds of the directors, and reported to the shareholders' meeting.

  2. Amendment to the Articles of Incorporation was approved in the shareholders' meeting on June 24, 2020. Based on the earnings distribution policy of the Articles of Incorporation, earnings distribution or loss off-

145

setting proposal may be proposed at the close of each quarter in accordance with the Company Act. During the earnings distribution, the Company shall estimate and reserve the taxes and dues to be paid, the losses to be covered and the legal reserve to be set aside, and according to the relevant laws and regulations, allocate or reverse special reserve. When the earnings distribution is in the form of new shares issuance, it shall be approved by the shareholders' meeting in accordance with Article 240 of the Company Act; if it is in the form of cash issuance, it shall be approved by the board of directors.

  1. The Company's dividend distribution policy shall consider the Company's current and future investment environment, capital needs, domestic and foreign competition, capital budget and other factors, and take into consideration the interests of the shareholders, balanced dividend and the Company's long-term financial planning. If the distribution is a combination of shares and cash, the cash dividend shall not be less than 20% of the total dividend.

  2. According to the Company Act, legal reserve shall be appropriated until the total amount reaches the total capital. Legal reserves shall not be used except for offsetting the Company's loss and issuing new shares or cash based on the proportion of the shareholders' original shares. However, where legal reserve is distributed by issuing new shares or by cash, only the portion of legal reserve which exceeds 25% of the paid-in capital may be distributed.

  3. When distributing earnings, the Company shall, according to the law, set aside a special reserve, equal to the debit balance which happens at the current balance sheet date on other equity items. When the debit balance on other equity interest items is reversed subsequently, the reversed amount may be included in the distributable earnings.

  4. During the first-time adoption of IFRSs, for special reserve set aside according to Letter Jin-Guan-Zheng-Fa-Zi No.1010012865 dated April 6, 2021, the Company shall reverse the proportion of special reserve previously set aside for subsequent use, disposal or reclassification of the relevant assets.

  5. With the approval obtained at the shareholders’ meeting on August 12, 2021, there would be no earnings distribution for 2020. The 2019 earnings distribution proposal has been approved in the shareholders' meeting held

146

on June 24, 2020:

on June 24, 2020:
Legal reserve
Reversal of special reserve
Cash dividends
2020
Amount
Dividends
per share
(NTD)

$ -
-
-
$ -
2019
Amount
Dividends
per share
(NTD)
$ 116,640

47)
460,000
$ 5.00
Dividends
per share
(NTD)
( $ 5.00
  1. The 2021 earnings distribution proposal has been approved in the board meeting held on March 23, 2022:
meeting held on March 23, 2022:

Legal reserve
Cash dividends
2021
Amount
Dividends
per share
(NTD)
$ 15,100
18,400
$ 0.20
Dividends
per share
(NTD)
$ 0.20

(16) Other equity interest items

her equity interest items
January 1
Valuation adjustment:
– Group
(
– Associate
(
Valuation adjustment transferred
to retained earnings
– Group
(
– Associate
December 31
(
2021

Unrealized gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
$ 133,334

179,652)

39,192)

42,041)
10,322
$ 117,229)

2020

Unrealized gains (losses)
from financial assets
measured at fair value
through other
comprehensive income
$ 7,506
112,776
7,850
2,869
2,333
$ 133,334

(17) Revenue

venue
Revenue from contracts with customers
Income from sale of merchandise
Rental income
2021
$ 75,450
3,349
$ 78,799
2020
$ 111,368
1,751
$ 113,119

147

  1. Revenue from contracts with customers of the Group arises from a pointin-time transfer by the Trading Department, amounting to NTD75,450 and NTD111,368 for 2021 and 2020 respectively. For the breakdown of revenue by operating departments, please refer to Note 14.

  2. As of December 31, 2021 and 2020, there was no recognition of contract assets and contract liabilities related to revenue from contracts with customers by the Group.

(18) Interest income

customers by the Group.
erest income
Interest income from bank deposits
Interest income from financial assets
measured at amortized cost
2021
$ 1,739
100
$ 1,839
2020
$ 5,550
8,174
$ 13,724

(19) Other income

her income
Dividend income
Other income - others
2021
$ 42,424
524
$ 42,948
2020
$ 20,111
26,893
$ 47,004

(20) Other gains and losses

Gain (loss) from financial assets measured at fair
value through profit or loss
Foreign exchange gain (loss)
Loss from disposal of property, plant and
equipment
Gains from disposal of equity-accounted
investments
Other gains and losses
(
2021
$ 2,206 (
172 (
- (
-

13)(
$ 2,365 (
2020
$ 567 )

19,991 )

1,590 )
3,617

249,475 )
$ 268,006 )

(21) Finance costs

nce costs
Interest expenses 2021
$ 6
2020
$ 18

148

(22) Additional information on expenses

Employee benefit expenses
Depreciation
Amortization expense
Employee benefit expenses
Depreciation
Amortization expense
2021 Total
$ 20,689
2,128
6
$ 22,823
Total
$ 19,930
2,277
14
$ 22,221
Classified as
operating costs
$ -
2,071
-
$ 2,071
Classified as
operating
expenses
$ 20,689
57
6
$ 20,752
2020
Classified as
operating costs
$ -
1,913
-
$ 1,913
Classified as
operating
expenses
$ 19,930
364
14
$ 20,308

(23) Employee benefit expenses

Wages and salaries
Directors' remuneration
Labor and health insurance fees
Other personnel expenses
Pension expenses
2021
$ 10,238
8,985
1,050
550
548
$ 20,689
2020
$ 11,081
7,141
1,061
22
625
$ 19,930
  1. In accordance with the Company's Articles of Incorporation, the Company shall distribute employee's remuneration between zero point five percent (0.5%) and five percent (5%) and distribute directors' remuneration no higher than two percent (2%) of the distributed earnings covering accumulated losses.

  2. The Company's 2021 and 2020 estimated employee remuneration were NTD683 and NTD0 respectively; and estimated directors' remunerations were NTD683 and NTD0 respectively.

2021 employees’ remuneration and directors' remuneration are estimated at 1% based on the year’s profitability. It is resolved in the board meeting that NTD683 and NTD683 will be distributed respectively, where

149

employees’ remuneration will be distributed in cash.

As there was a loss before tax in 2020, employee remuneration and directors and supervisors' remuneration were not allocated and distributed. Information on employees' remuneration and directors' remuneration of the Company as resolved by the board of directors is posted in the Market Observation Post System.

(24) Income tax

1. Income tax expense

Components of income tax expense:

1. Income tax expense
Components of income tax expense:
2021 2020
Current income tax:
Prior years' income tax underestimates $ 6,834 $ -
Minimum tax burden 4,134 -
Total current income tax 10,968 -
Deferred tax:
Origination and reversal of temporary
differences 34 5,821
Income tax expense $ 11,002 $ 5,821
2. Relationship between income tax expense and accounting profit
2021 2020
Income tax on net profit before tax calculated
at statutory tax rate $ 33,716 ( $ 46,584 )
Expenses to be excluded according to the tax
law - 49,878
Tax-exempted income according to the tax
law ( 38,889) ( 5,710 )
Tax loss not recognized as deferred income
tax assets 5,236 8,237
Prior years' income tax underestimates 6,834 -
Tax effects of tax loss ( 29) -
Tax effects of minimum tax 4,134 -
Income tax expense $ $11,002 $ 5,821

150

  1. Deferred income tax assets or liabilities due to temporary difference, tax loss and investment credit:
Deferred income tax assets
Unrealized exchange loss
Investments properties
impairment loss
Deferred income tax
liabilities
Revaluation Gains on
Financial Assets
(
Deferred income tax assets
Unrealized exchange loss
Investments properties
impairment loss
Deferred income tax
liabilities
Revaluation Gains on
Financial Assets
(
2021 2021 December
31
$ 57
338
$ 395
13)
$ 382
December
31
$ 91
338
$ 429
13)
$ 416
January 1
$ 91 (
338
$ 429 (

13)
$ 416 (
Recognized
in profit or
loss
January 1
$ 6,071 (
338
$ 6,409 (

172)
$ 6,237 (
Recognized
in profit or
loss
Recognized
in other
comprehensi
ve income
$ -
-
$ -
- (
$ -
$ 5,980 )
-
$ 5,980)
159
$ 5,821)
  1. Validity date of the Group's unused tax loss and unrecognized deferred income tax asset amount:

December 31, 2021

Year
occurred
2018
2020
2021
Declared
amount/approve
d amount
$ 59,659
40,822
26,178
$ 126,659
Amount yet to
be deducted
$ 24,170
40,822
26,178
$ 91,170
Unrecognized
deferred income
tax asset amount
$ 24,170
40,822
26,178
$ 91,170
Final
deduction
year
2028
2030
2031

151

December 31, 2020 December 31, 2020
Year
occurred
2018
2020
Declared
amount/approve
d amount
$ 59,658
41,184
$ 100,842
Amount yet to
be deducted
$ 24,313
41,184
$ 65,497
Unrecognized
deferred income
tax asset amount
$ 24,313
41,184
$ 65,497
Final
deduction
year
2028
2030
  1. Deductible temporary differences not recognized as deferred tax assets
Deductible temporary differences December 31,
2021
$ 91,263
December 31,
2020
$ 65,590
  1. The income tax returns of the Company have been assessed and approved through 2019 by the Tax Authority.

152

(25) Earnings (loss) per share

ings (loss) per share
Basic loss per share
Current net profit attributable to
ordinary shareholders of the
parent
Diluted earnings per share
Current net profit attributable to
ordinary shareholders of the
parent
Effect of dilutive potential ordinary
shares on employee remuneration
Current net profit attributable to
ordinary shareholders of the
parent plus effect of potential
ordinary shares
Basic (diluted) loss per share
Current loss attributable to ordinary
shareholders of the parent
(
2021 Loss per
share
(NTD)
$ $1.39
$ 1.39
Loss per
share
(NTD)
$ 2.65)
Amount
after tax
$ 128,274
$ 128,274
-
$ 128,274
Weighted average
number of ordinary
shares outstanding
(shares in
thousands)
$ 92,000
92,000
29
$ 92,029
2020
Amount
after tax
$ 243,523)
Weighted average
number of ordinary
shares outstanding
(shares in
thousands)
$ 92,000 (

(26) Changes in liabilities from financing activities

January 1
Change in cash flow from financing
activities
Interest expense payment (Note)
Other non-cash changes
December 31
2021 2021 Total liabilities
from financing
activities
$ 157,458
451,032

1)
1
$ 608,490
Short-term
borrowing
s
$ 157,000
450,820 (
- (
-
$ 607,820
Lease
liabilities
$ 80

33)

1)
1
$ $47
Deposits
received
$ 378
245
- (
-
$ 623

153

January 1
Change in cash flow from
financing activities
Interest expense payment
(Note)
Other non-cash changes
December 31
2020 Total liabilities
from financing
activities
$ $455,498 )
156,821

15 )
456,150
$ 157,458
Short-term
borrowing
s
$ -
157,000 (
- (
- (
$ 157,000
Lease
liabilities
$ 4,220

275 )

15 )
3,850)
$ 80
Deposits
received
$ 282 (
96
-
-
$ 378
Stock
dividends
payable
$ $460,000) (
-
- (
460,000
$ -

Note: Table shows cash flows from operating activities.

  1. Related Party Transactions

  2. (1) Names of related parties and relationship

Names of related parties Relationship with the Group
Hanshin Asset Management Co., Ltd.
Roo Hsing Co., Ltd.
Hanshin Shopping Plaza Co., Ltd.
Hanshin Department Store Co., Ltd.
Kuo Yang Construction Co., Ltd.
Hi-Lai Foods Co., Ltd.
Grand Hi-Lai Hotel Co., Ltd.
The Company's ultimate parent company
Same person as the Chairman of the Company (Note)
Same person as the Chairman of the Company
Same person as the Chairman of the Company
Other related parties
Other related parties
Other related parties

Note: A new Chairman was elected in February 2020, and this relationship has terminated.

  • (2) Significant related party transactions

  • Administrative expenses

Hanshin Asset Management Co., Ltd.
Other receivables - related parties
Other receivables
Kuo Yang Construction Co., Ltd.
2021
$ 2,316
2020
$ 2,515
December 31,
2020
$ 37,722
  1. Other receivables - related parties

  2. Notes receivable

In September 2020, the Group sold the golf license of Linkou Recreation Co., Ltd. to Wei Li International Development Co., Ltd., with a disposal gain of NTD26,859.

  1. Property transactions

  2. (1) Disposal of property, plant and equipment

154

Roo Hsing Co., Ltd.
No related transactions in 2021.
2020
Disposal price
(exclude tax)
Disposal profit
$ 560
$ 16
Disposal price
(exclude tax)
$ 560

155

(2) Acquisition of financial assets

Account item
Financial assets measured at fair
value through other
comprehensive income - non-
current
Investments recognized under
the equity method
Number of
shares
transacted
3,609 thousand
shares
8,000 thousand
shares
Transaction object
Shares of Hanshin
Department Store
Co., Ltd.
Shares of Hanshin
Shopping Plaza Co.,
Ltd.
2020
Acquisition
price
$ 54,135
$ 480,000

In June 2020, the Group participated in the capital increase by cash of Hanshin Department Store Co., Ltd., and the company has completed the registration of changes on July 15, 2020.

  1. Refundable deposits
5. Refundable deposits
Hanshin Asset Management Co., Ltd.
Key management compensation
Short-term employee benefits
2021
$ 404
2021
$ 13,868
2020
$ 404
2020
$ 12,848

(3) Key management compensation

8. Mortgaged (pledged) assets

The Group's pledged assets are as follows:

Pledged assets
Inventory - construction land
Carrying value
December 31,
2021
December 31,
2020
$ 797,906
$ 157,000
Collateral purpose
December 31,
2021
$ 797,906
Short-term borrowings

9. Significant commitments and contingent liabilities

N/A

10. Significant disaster loss

N/A

11. Significant subsequent events

N/A

156

12. Others

(1) Capital management

The objective of the Group's capital management is to maintain a sound credit rating and a good capital ratio to support the business operations and maximize shareholders equity. The Group manages and adjusts the capital structure according to the economic situation, and may adjust the dividend payment, return the capital or issue new shares to attain such objectives.

Financial instruments

1. Financial instruments by category

Financial assets
Financial assets measured at fair value
through profit or loss
Financial assets measured mandatorily at
fair value through profit or loss
Financial assets measured at fair value
through other comprehensive income
Designated equity instruments investments
Financial assets measured at amortized cost
Cash and cash equivalents
Financial assets measured at amortized cost
Notes receivable
Net accounts receivable
Other receivables (including related parties)
Refundable deposits
Financial liabilities
Financial liabilities at amortized cost
Short-term borrowings
Accounts payable
Other payables
Deposits received
Lease liabilities
December 31,
2021
$ -
$ 159,190
$ 753,473
20,000
260
2,615
105
407
$ 776,860
$ 607,820
2,595
8,723
623
$ 619,761
$ 47
December 31,
2020
$ 18,978
$ 424,283
$ 831,182
20,000
845
10,884
37,978
418
$ 901,307
$ 157,000
2,800
13,851
378
$ 174,029
$ 80
  1. Risk management policies

(1) The Group's financial risk management objectives are mainly to manage operating activities related market risk, credit risk and liquidity risk. The Group conducts the above risk identification, measurement and management based on the Group's policies and risk preferences.

157

  • (2) Pertaining to the above mentioned financial risk management, the Group has, according to the relevant laws and regulations, established appropriate policies, procedures and internal control; important financial activities have to be approved by the board of directors according to the relevant regulations and internal control system. During the execution of the financial management activities, the Group needs to strictly abide by the relevant regulations of financial risk management.

  • (3) The Group has not undertaken any derivative tools to hedge financial risks.

  • Significant financial risks and degrees of financial risks

  • (1) Market risk

Foreign exchange risk

  • A. The exchange rate risks the Group is exposed to mainly arise from transactions in US$, which is different from the functional currencies of the Company. The exchange rate risks are from future business transactions and assets and liabilities that have been recognized.

  • B. The Group's Management has set up policies requiring all companies within the Group to manage their foreign exchange risk against their functional currencies.

  • C. As the Group's businesses involve some non-functional currency operations (the functional currency of the Company and certain subsidiaries is NTD), it is impacted by the exchange rate fluctuations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

(Foreign currency: functional
currency)
December 31, 2021
Foreign
currency (In
thousands)
Exchange
rate
Carrying
amount
(NTD)
Financial assets
Monetary items
USD: NTD
$ 1,069
27.68
$ 29,590

158

(Foreign currency: functional
currency)
December 31, 2020
Foreign
currency (In
thousands)
Exchange
rate
Carrying
amount
(NTD)
Financial assets
Monetary items
USD: NTD
$ 961
28.48
$ 27,369
  • D. The aggregate amounts of all exchange gains (losses) (including realized and unrealized) recognized in 2021 and 2020 due to significant impact of exchange rate fluctuations on monetary items of the Group were NTD172 and (NTD19,991) respectively.

  • E. The Group's foreign currency risk analysis due to significant exchange rate fluctuations is as follows: The exchange risks between USD and NTD are mainly due to foreign exchange loss or gain arising from translation of US dollardenominated cash and cash equivalents, prepayments, etc. If NTD depreciates or appreciates by 1% against US$, and all other factors remain unchanged, the net profit in 2021 and 2020 will increase or decrease by NTD296 and NTD274 respectively.

Price risk

  • A. The Group's equity instruments exposed to price risk are financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income. The Group manages the price risk of equity securities by diversifying investments and setting limits for single and overall equity investment. Information of the equity securities portfolio is to be regularly provided to the Company's top management, and the board of directors are to review all equity securities investment decisions and approve the diversification of its investment portfolio.

  • B. The Group mainly invests in equity instruments and beneficiary certificates issued by domestic companies, and the price of such equity instruments is affected by the uncertainty of the future value of the investment target. If the price of these equity instruments and beneficiary certificates increases or decreases by 1%, with other factors remaining unchanged, 2021 and 2020 net profit after tax will increase or decrease by NTD0 and NTD190 respectively due to gain or loss from equity instrument and beneficiary certificate measured at fair value through profit or loss; and other comprehensive income

159

will increase or decrease by NTD1,592 and NTD4,243 respectively due to gain or loss from equity investment at fair value through other comprehensive income.

Interest rate risk for cash flow and fair value

The Group's main investments are equity instruments and beneficiary certificates, and no interest-bearing debt instruments have been acquired or issued; upon assessment, there is no significant interest risk.

  • (2) Credit risk

  • A. The Group's credit risk is the risk of financial loss to the Group due to the inability of customers or the counterparties to financial instruments in performing their contractual obligations, mainly from the inability of counterparties in settling the accounts receivable based on the payment terms, and contractual cash flow from investments classified as debt instruments measured at amortized cost.

  • B. All units of the Group manage credit risk in accordance with the credit risk policies, procedures and controls. The credit risk assessment of all customers is based on the comprehensive consideration of factors such as the customer's financial status, ratings from credit rating agencies, experiences from historical transactions, current economic environment and the Group's internal rating standards.

  • C. The Group's Finance and Accounting Department manages the credit risk of bank deposit, fixed-income securities and other financial instruments in accordance with the Group's policies. As the Group's trading partners are determined by internal control procedures, and they are banks with good credit ratings and financial institutions with investment grade, corporate organizations and government agencies, there is no critical credit risk.

  • D. According to the credit risk management of the Group, when the contract payment is overdue for more than 90 days according to the agreed payment terms, it is regarded as a default.

  • E. The Group adopts IFRS9's presumption that the credit risk of the financial asset has increased significantly since its initial recognition when contractual payments are more than 30 days past due.

160

  • F. Also, the Group writes off financial assets when it assesses that recovery of financial assets cannot reasonably be expected (such as significant financial difficulties of the issuer or debtor, or bankruptcy).

  • G. The Group will group the customers' accounts receivables according to factors such as counterparties' credit rating, geographical region and industry, and use a simplified approach to estimate the expected credit losses based on a provision matrix. The relevant information is as follows:

is as follows:
Not
overdue
December 31, 2021
Expected loss rate
0%~1%
Total book value
$ 2,615
Loss provisions
$ -
Not
overdue
December 31, 2020
Expected loss rate
0%~1%
Total book value
$ 10,952
Loss provisions
$ 68
January 1
Reversal of impairment loss
December 31
30 days
overdue
$ -
$ -
30 days
overdue
$ -
$ -
$ (
$
60 days
overdue
$ -
$ -
60 days
overdue
$ -
$ -
2021
90 days
overdue
Total
$ - $ 2,615
$ - $ -
90 days
overdue
Total
$ - $ 10,952
$ - $ 68
108
Accounts
receivable
68
$ 78
68)(
10 )
-
$ 68
$ $ ( $ $ 68
68)(
-
Accounts
receivable
$
$
  • (3) Liquidity risk

  • A. Cash flow forecasting is carried out by each operating entity within the Group and summarized by the Group's Finance and Accounting Department. The Group's Finance and Accounting Department monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group's debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets.

161

  • B. The Group invests the remaining funds in interest-bearing demand deposits, time deposits and marketable securities, and the selected instruments have an appropriate maturity date or sufficient liquidity to meet the above forecast and provide sufficient fund dispatching levels.

  • C. The following table shows the Group's non-derivative financial liabilities grouped according to the relevant maturity date, and the analysis is based on the remaining period from the balance sheet date to the contract maturity date. Except for accounts payable, other payables and deposits received, whose undiscounted contractual cash flow amounts are approximately equal to their book values and are due within one year, the details of the undiscounted contractual cash flow amounts of the remaining financial liabilities are as follows:

Non-derivative financial liabilities:

are as follows:
Non-derivative financial liabilities:
December 31, 2021
Less than 1
year
Short-term borrowings
$ 10,984
Lease liabilities
34
Non-derivative financial liabilities:
December 31, 2020
Less than 1
year
Short-term borrowings
$ 2,826
Lease liabilities
33
Between 1
and 2 years
$ 10,984
13
Between 1
and 2 years
$ 2,826
33
Between 2
and 3 years
$ 248,884
-
Between 2
and 3 years
$ 2,826
13
More than 3
years
$ 383,324
-
More than 3
years
$ 159,826
-
December 31, 2020
Short-term borrowings
Lease liabilities
  • D. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date will be significantly earlier, nor expect the actual cash flow amount would be significantly different.

162

Fair value estimation

  1. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

  2. Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Active market is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the TWSE and TPEx shares, beneficiary certificates and popular Taiwan central government bonds invested by the Group belongs to this level.

  3. Level 2: Direct or indirect observable inputs of assets or liabilities, other than quoted prices included in Level 1.

  4. Level 3: Unobservable inputs for the asset or liability. The Group's investment in equity instruments with no active market belongs to this.

    1. For information on the fair value of investment properties measured at cost, please refer to Note 6(10).
  5. Financial instruments not measured at fair value

  6. The carrying amount of the Group's cash and cash equivalents, notes receivable, accounts receivables, other receivables, refundable deposits, short-term borrowings, accounts payable, other payables and deposits received is a reasonable approximation of fair value.

  7. Financial instruments measured at fair value and non-financial instruments are classified by the Group based on the nature, characteristics and risk of the assets and liabilities, and the level of fair value; the relevant information is as follows:

  8. (1) The Group classifies based on the nature of the assets and liabilities as follows:

163

December 31, 2021
Assets
Recurring fair value
measurements
Financial assets
measured at fair
value through profit
or loss
Equity securities
December 31, 2020
Assets
Recurring fair value
measurements
Financial assets
measured at fair
value through profit
or loss
Equity securities
Beneficiary
certificate
Subtotal
Financial assets
measured at fair
value through other
comprehensive
income
Equity securities
Level 1
$ 159,190
Level 1
$ 9,688
9,290
18,978
204,856
$ 223,834
Level 2
-
Level 2
$ -
-
-
-
$ -
Level 3
-
Level 3
$ -
-
-
219,427
$ 219,427
Total
$ 159,190
Total
$ 9,688
9,290
18,978
424,283
$ 443,261
  • (2) The methods and assumptions that the Group used to measure the fair value are as follows:

The Group adopts the quoted market price as the input value of fair value (i.e., Level 1), which is classified based on the characteristics of the instrument as follows:

the instrument as follows:
Market price TWSE (TPEx) stocks
Closing price
Beneficiary
certificate
Net worth
  1. For 2021 and 2020, there was no transfer between Level 1 and Level 2 by the Group.

  2. The Level 3 movement for 2021 and 2020 is as follows:

164

January 1
Current period's purchase
Transfer out from Level 3
(
December 31
2021
Equity
instruments
$ 219,427
-

219,427)
$ -
2020
Equity
instruments
$ -
219,427
-
$ 219,427
  1. The Group is responsible for conducting fair value verification, using independent source information to make the evaluation results close to the market conditions, confirming that the sources of information are independent, reliable, consistent with other sources and represent executable prices. Changes in the value of assets and liabilities that are measured or reassessed are analyzed at each reporting date to ensure that the assessment results are reasonable.

  2. As of December 31, 2021, the Group did not hold Level 3 financial instruments, and as of December 31, 2020, the quantitative information of significant unobservable inputs used in the valuation of Level 3 fair value measurement items and sensitivity analysis of the changes in significant unobservable inputs as of December 31, 2020 are as follows:

Non-derivative
equity instrument:
Unlisted shares
December 31,
2020 fair value
$ 219,427
Valuation
technique
Company Act
comparable
listed
companies
Significant
unobservable
input
PER multiples
Range
(Weighted
average)

2.42
Relationship of
inputs to fair
value
The higher the
multiplier, the
higher the fair
value

Others

Due to the new coronavirus pandemic in 2021, the Group has implemented various pandemic preventive measures promoted by the government. The Group has adequate working capital, and the various operating departments are operating normally. It is assessed that the new coronavirus pandemic has no significant impact on the Group’s 2021 financial position and financial performance.

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  1. Loans to others: N/A

  2. Provision of endorsements and guarantees to others: N/A

165

  1. Holding of marketable securities at the end of the period (excluding investment in subsidiaries, associates and joint ventures): Please refer to table 1.

  2. Acquisition or sale of the same security with the accumulated cost reaching NTD300 million or 20% of paid-in capital or more: N/A

  3. Acquisition of real estate reaching NTD300 million or 20% of paid-in capital or more: Please refer to table 2.

  4. Disposal of real estate reaching NTD300 million or 20% of paid-in capital or more: N/A

  5. Purchase or sale of goods from or to related parties reaching NTD100 million or 20% of paid-in capital or more: N/A

  6. Receivables from related parties reaching NTD100 million or 20% of paidin capital or more: N/A

  7. Engage in derivative instruments trading: N/A

  8. The business relationship and significant transactions between the intercompanies: N/A

(2) Information on investees

Names, locations and other information of investee companies (excluding the investees in Mainland China): Please refer to table 3.

(3) Information on investments in Mainland China

  1. Basic information: N/A

  2. Significant transactions with the investees in Mainland China either directly or indirectly through other companies in the third areas: N/A

(4) INFORMATION ON MAJOR SHAREHOLDERS

Information on major shareholders: Please refer to table 4.

14. SEGMENT INFORMATION

  • (1) General information

The Group is divided into operating units based on different products and services, and the two operating segments are:

  1. Trading Segment: The department is in charge of the sale of wool related products.

  2. Leasing Segment: The department is in charge of the leasing of immovable

166

properties.

(2) Measurement of segment information

The Group's operational decision-makers measure the segments based on their revenue and profit before tax, which are used as a basis for performance evaluation.

  1. Reportable segment information provided to the chief operating decision maker is as follows:
Net revenue from
external customers
Inter-segment revenue
Segments' revenue
Segments' profit
(
Net revenue from
external customers
Inter-segment revenue
Segments' revenue
Segments' profit
(
2021 2021 Total
$ 78,799
-
$ 78,799
$ 139,276
Total
$ 113,119
-
$ 113,119
$ 237,702)
Trading
Segment
$ 75,450
-
$ 75,450
$ 321)
Leasing
Segment
Reconciliation
and
elimination
$ 3,349
$ -
-
-
$ 3,349
$ -
$ 349
$ 139,248
2020
Trading
Segment
$ 111,368
-
$ 111,368
$ 937)(
Leasing
Segment
$ 1,751
11 (
$ 1,762 (
$ 1,210)(
Reconciliation
and
elimination
$ -

11)
$ 11)
$ 235,555) (
  1. As the Group's assets and liabilities are not the measurement indicator of the operational decision-makers, the related amounts are not disclosed.

  2. (3) Reconciliation of the segments' profit

The revenue from external parties reported to the operational decisionmakers is measured in a manner consistent with that in the financial statements and profit before tax, hence reconciliation is not required.

167

(4) Geographical location information

The Group's 2021 and 2020 geographical location information is as follows:

Taiwan
Japan
South Korea
Malaysia
Total
2021
Revenue
Non-current
assets
$ 3,349
$ 1,261,030
69,270
-
6,180
-
-
-
$ 78,799
$ 1,261,030
2020 2020
Revenue
$ 3,349
69,270
6,180
-
$ 78,799
Revenue
$ 1,751
93,859
6,504
11,005
$ 113,119
Non-current
assets
$ 1,226,868
-
-
-
$ 1,226,868
  • (5) Important customers information

Information of the Group's important customers in 2021 and 2020 are as follows:

Customers A from Trading Segment
Customers B from Trading Segment
2021
Revenue
$ 55,417
13,853
2020
Revenue
$ 79,128
25,735

168

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries

Holding of marketable securities at the end of the period (excluding investment in subsidiaries, associates and joint ventures)

December 31, 2021

December 31, 2021
Table 1
Securities held by
Type and name of marketable securities
Chuwa Wool Industry Co.,
(Taiwan) Ltd.
Kuo Yang Construction Co., Ltd.
HCW Investment Co., Ltd.
Taiwan Cement Corporation
HCW Investment Co., Ltd.
Asia Cement Corporation
HCW Investment Co., Ltd.
Huaku Development Co., Ltd.
HCW Investment Co., Ltd.
China Development Financial Holding
Corporation
HCW Investment Co., Ltd.
Harvatek Corporation
HCW Investment Co., Ltd.
Winbond Electronics Corporation
HCW Investment Co., Ltd.
China Development Financial Holding Corp.
Preferred B Share
HCW Investment Co., Ltd.
Hotai Finance Co., Ltd.
Relationship with securities issuer
Accounting item
Other related parties
Financial assets measured at fair value
through other comprehensive income -
non-current
N/A














Number of shares (Except a
End of period
Carrying amount
Shareholding ratio
$ 110,932
1.19
4,800
-
8,860
-
10,054
-
13,269
-
4,384
-
850
-
510
-
5,531
-
$ 159,190
Unit: Thousand NTD
s otherwise indicated)
Remarks
Fair value
$ 110,932
4,800
8,860
10,054
13,269
4,384
850
510
5,531

4,527,820
100,000
200,000
110,000
758,240
160,000
25,000
53,144
60,000








169

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries

Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more January 1 to December 31, 2021

Table 2

Unit: Thousand NTD (Except as otherwise indicated)

Payment status
Counterparty
Paid as agreed Bo Kai Development
Co., Ltd.
and 3 people
including Party A
Paid as agreed Party B
Paid as agreed Chen Chang
Industrial Co., Ltd.
Paid as agreed Yong Yi Industrial
Co., Ltd.
And Hwa Yang
International
Distribution Co., Ltd
Relation Information of previous transfer if counterparty is a
related party
Basis of price determination
Owner
Relationship
with issuer
Transfer
date
Amount
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Appraisal report by Chih Wei
Real Estate Appraiser
Associates
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Appraisal report by Zhe Yu
Real Estate Appraisers Firm
and He Yang Real Estate
Appraiser Associates
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Not applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Appraisal report by Zhe Yu
Real Estate Appraisers Firm
and Hong Bang Real Estate
Appraiser Associates
Purpose of
acquisition and
usage
Joint venture
development
Joint venture
development
Joint venture
development
Joint venture
development
Other agreed

Owner
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.

matters
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
N/A
N/A
N/A

N/A

170

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries

Information such as the investee company’s name, address, etc. (exclude investee company in China)

January 1 to December 31, 2021

Table 3
Name of Investor
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
HCW Investment
Co., Ltd.
Investee company
name
HCW Investment
Co., Ltd.
Jollify4ever Ltd.
Xin Xi Venture
Co., Ltd.
Hanshin Shopping
Plaza Co., Ltd.
Hanshin Shopping
Plaza Co., Ltd.
Location
Main business activities
Original investment amount
End of current
period
Last year-end
Taiwan
General investment services
$ 400,000 $ 400,000
Taiwan
Retail of other clothing
accessories not classified,
wholesale of watches and
clocks and parts, wholesale of
kitchen cabinet, wholesale of
other clothing accessories not
classified
365,013
402,475
Taiwan
Retail of other clothing
accessories not classified,
wholesale of watches and
clocks and parts, wholesale of
kitchen cabinet, wholesale of
other clothing accessories not
classified
37,462
-
Taiwan
Department stores, rental and
leasing, retail, restaurants,
supermarkets, etc.
480,000
480,000
Taiwan
Department stores, rental and
leasing, retail, restaurants,
supermarkets, etc.
97,443
-
End of the period shareholding
Number of
shares
Ratio
Carrying amount
40,000,000 100.00 $ 483,370
9,997,574 46.83
67,326
3,746,163 46.83
40,268
8,000,000 16.00
753,975
902,250
1.80
103,932
Investee
Current profit and loss
$ 38,860
( 88,596)
2,061
948,013
948,013
Unit: Thousand NTD
(Except as otherwise indicated)
Investment gain and loss
recognized in current period
Remarks
$ 38,860 Subsidiaries
( 41,487)
Associate
636
Associate
151,552
Associate
9,556
Associate

171

53.41

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries Information on major shareholders

December 31, 2021

Table 4

Table 4
Name of major shareholders
Han Yang Global Co., Ltd.
Note: The above information is provided by Taiwan Depository Clearing Corporation (TDCC).
Shares (Note)
Number of shares held
49,139,065
Shareholding ratio

172

Auditor's Report

(111)Cai-Shen-Bao-Zi No.21004923 To the shareholders of Chuwa Wool Industry Co., (Taiwan) Ltd.:

Audit opinion

We have audited the accompanying standalone balance sheets of Chuwa Wool Industry Co., (Taiwan) Ltd. as of December 31, 2021 and 2020, and the related standalone statements of comprehensive income, standalone statements of changes in equity and of cash flows for the period from January 1, 2021 and 2020 to December 31, 2021 and 2020; and notes to the standalone financial statements (including a summary of significant accounting policies).

In the opinion of the auditor, based on the audit results of the auditor and the audit reports of other auditors (please refer to Other Matters), the standalone financial statements referred to above, present fairly in all material aspects, the standalone financial position of Chuwa Wool Industry Co., (Taiwan) Ltd. as of December 31, 2021 and 2020, and the standalone financial performance and standalone cash flows from January 1, 2021 and 2020 to December 31, 2021 and 2020, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by the Financial Supervisory Commission.

Basis for opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of Chuwa Wool Industry Co., (Taiwan) Ltd. in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the code. Based on the audit results of the auditors and the audit reports of other auditors, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

173

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the 2021 standalone financial statements of Chuwa Wool Industry Co., (Taiwan) Ltd. These matters were addressed in the context of our audit of the standalone financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

174

The key audit matters of the 2021 standalone financial statements of Chuwa Wool Industry Co., (Taiwan) Ltd. are as follows:

Impairment evaluation of equity method investments

Description

For accounting policies relating to equity method investment, please refer to Note 4(14) of the Standalone Financial Statements; for accounting policies relating to impairment of nonfinancial assets, please refer to Note 4(20) of the Standalone Financial Statements; for details of accounts, please refer to Note 6(7) of the Standalone Financial Statements.

As of December 31, 2021, the carrying amount of the equity method investment of Chuwa Wool Industry Co., (Taiwan) Ltd. amounts to NTD1,344,939,000, which is 47% of the total assets. For investments accounted for using the equity method according to the regulations of IAS 28 "Investments in Associates and Joint Ventures", if there is objective evidence of indications of impairment, the management shall evaluate whether the investment's recoverable amount is lower than the carrying amount. As the objective evidence of the impairment evaluation and the comprehensive consideration factors in determining the recoverable amount involve the subjective judgment of the management are highly uncertain, and the amount of equity method investment is high, we have listed the impairment evaluation on the related equity method investment of Chuwa Wool Industry Co., (Taiwan) Ltd. as one of the most significant matters in the audit.

How our audit addressed the matter

With regards to the specific aspects as stated in the above key audit matters, we have executed the following response procedures:

  1. Interview the management to understand the management's assessment of the impairment indications of the equity method investments, and evaluate its reasonableness.

  2. Obtain equity valuation report prepared by the external evaluation experts delegated by the management; the procedures performed by auditors are as follows:

  3. (1) Evaluate the appropriateness and objectivity of the external evaluation experts delegated by the management.

  4. (2) Evaluate the appropriateness of the evaluation methods and objectivity of the relevant

175

assumptions adopted by the external evaluation experts delegated by the management.

Other matters– The work of other auditors

Some of the equity method investments of the 2021 financial statements of Chuwa Wool Industry Co., (Taiwan) Ltd. are not audited by us but by other auditors. Hence, in the opinion expressed by us on the above standalone financial statements, the amount listed and in the financial statements of these companies and information disclosed in Note 13 are based on the audit report of other auditors. As of December 31, 2021 and 2020, equity method investments of the above mentioned company were NTD861,569,000 and NTD664,067,000, accounting to 30% and 28% of standalone assets; in 2021 and 2020, the comprehensive incomes recognized for the above mentioned company were NTD74,482,000 and NTD8,371,000, accounting to 82% and 7% of comprehensive income for the current period.

Responsibilities of management and those charged with governance for the financial statements

The management is responsible for the preparation and fair presentation of the standalone financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers as well as the International Financial Reporting Standards, International Accounting Standards, and Interpretations developed by the International Financial Reporting Interpretations Committee or the former Standing Interpretations Committee as endorsed by the Financial Supervisory Commission, and for such internal control as management determines is necessary to enable the preparation of standalone financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the abilities of Chuwa Wool Industry Co., (Taiwan) Ltd. to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management intends to liquidate Chuwa Wool Industry Co., (Taiwan) Ltd. or to cease its operations, or has no realistic alternative but to do so.

Those charged with governance (including the audit committee) are responsible for overseeing the financial reporting process of Chuwa Wool Industry Co., (Taiwan) Ltd.

Auditors' responsibilities for the audit of the standalone financial statements

176

Our objectives are to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material. if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error; design and implement appropriate response measures for the risk assessed; 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 Chuwa Wool Industry Co., (Taiwan) Ltd.

  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 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 of Chuwa Wool Industry Co., (Taiwan) Ltd. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence

177

obtained up to the date of our auditors' report. However, future events or conditions may cause Chuwa Wool Industry Co., (Taiwan) Ltd. to cease to continue as a going concern.

  1. Evaluate the overall presentation, structure and content of the standalone financial statements (including the disclosures) and whether the standalone 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 the entities or business activities within Chuwa Wool Industry Co., (Taiwan) Ltd. to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion on the standalone financial statements.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence (and where applicable, related safeguards).

178

From the matters communicated with those charged with governance, we determine those matters that were of most significance to Chuwa Wool Industry Co., (Taiwan) Ltd. in the audit of 2021 standalone financial statements and are therefore the key matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we 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.

PwC Taiwan

Hsiao, Chun-Yuan

Certified public accountants

Lin, Se-Kai

Former Securities and Futures Bureau, Financial Supervisory Commission No. of Approval Document: Jin-Guan-Zheng-Liuo-Zi No. 0960042326

Jin-Guan-Zheng-Liuo-Zi No. 0960072936

March 23, 2022

179

Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE BALANCE SHEETS December 31, 2021 and 2020

Unit: Thousand NTD

Assets December 31, 2021

Notes
Amount

%
6(1)
$ 418,151
14
-
-
6(2)
20,000
1
6(3)
260
-
6(3)
2,615
-
43
-
7.
-
-
69
-
6(4)(5)
851,534
30
2,134
-
6
-
1,294,812
45
6(6)
110,932
4
6(7)
1,344,939
47
6(8)
192
-
6(9)
46
-
6(10)
131,509
4
-
-
6(24)
395
-
396
-
3,790
-
1,592,199
55
$ 2,887,011
100
6(5)(11)
$ 607,820
21
2,595
-
8,571
-
32
-
6(9)
34
-
415
-
619,467
21
6(24)
13
-
6(9)
13
-
623
-
649
-
620,116
21
6(13)
920,000
32
6(14)
145,021
5
6(15)
341,774
12
7,856
-
(Continued)
December 31, 2020 December 31, 2020
Amount

$ 521,136
18,978
20,000
845
10,884
106
37,722
3,437
243,129
12,580
6
868,823
171,438
1,227,041
216
79
133,580
6
428
407
3,790
1,536,985
$ 2,405,808
$ 157,000
2,800
13,674
57
33
1,016
174,580
13
47
378
438
175,018
920,000
10,714
341,774
7,856
%
Current assets
1100
Cash and cash equivalents
1110
Financial assets measured at fair
value through profit or loss - current
1136
Financial assets measured at
amortized cost - current
1150
Net notes receivable
1170
Net accounts receivable
1200
Other receivables
1210
Other receivables - related parties
1220
Current income tax assets
130X
Inventories
1410
Prepayments
1470
Other current assets
11XX
Total current assets
Non-current assets
1517
Financial assets measured at fair
value through other comprehensive
income - non-current
1550
Investments recognized under the
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Net investment properties
1780
Intangible assets
1840
Deferred income tax assets
1920
Refundable deposits
1990
Other non-current assets
15XX
Total non-current assets
1XXX
Total assets
Liabilities and equity
22
1
1
-
-
-
2
-
10
-
-
36
7
51
-
-
6
-
-
-
-
64
100
6
-
1
-
-
-
Current liabilities
2100
Short-term borrowings
2170
Accounts payable
2200
Other payables
2220
Other payables - related party
2280
Lease liabilities - current
2300
Other current liabilities
21XX
Total current liabilities
Non-current liabilities
2570
Deferred income tax liabilities
2580
Lease liabilities - non-current
2645
Deposits received
25XX
Total non-current liabilities
2XXX
Total liabilities
Equity
Share capital
3110
Ordinary shares
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
7
-
-
-
-
7
38
1
14
-

180 ~11~

Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE BALANCE SHEETS December 31, 2021 and 2020

Unit: Thousand NTD

Liabilities and equity December 31, 2021

Notes
Amount
%
$ 969,473
34
6(16)
(
117,229 ) (
4)
2,266,895
79
9
11
$ 2,887,011
100
December 31, 2020 December 31, 2020
Amount

$ 817,112
133,334
2,230,790
$ 2,405,808
%
3350
Unappropriated retained earnings
Other equity interest
3400
Other equity interest
3XXX
Total equity
Significant contingent liabilities and
unrecognized contractual commitments
Significant subsequent events
3X2X
Total liabilities and equity
34
6
93
100

The accompanying notes are an integral part of these standalone financial statements.

Chairman: Hou, Chia-Chi

Manager: Liu, Hsien-Wen

Head of Accounting: Lo, Chien-Chang

181 ~12~

Chuwa Wool Industry Co., (Taiwan) Ltd. Standalone Statement of Comprehensive Income January 1 to December 31, 2021 and 2020

Unit: Thousand NTD (Except for earnings (loss) per share in NTD)

Item 2021
2020
Notes
Amount
%
Amount
%
6(17)
$ 78,799
100
$ 113,131
100
6(4)(22)
(
78,771) (
100)(
114,888) (
101)
28
- (
1,757) (
1)
6(22)
(23)
(
579)
- (
363 )
-
(
27,433) (
35) (
27,704 ) (
25)
12(2)
68
-
10
-
(
27,944) (
35)(
28,057) (
25)
(
27,916) (
35)(
29,814) (
26)
6(18)
1,271
2
12,912
11
6(19)
9,579
12
40,540
36
6(5)(20)
2,651
3 (
266,354 ) (
235)
6(21)
(
5)
- (
18 )
-
6(7)
149,561
190
4,600
4
163,057
207 (
208,320) (
184)
135,141
172 (
238,134 ) (
210)
6(24)
(
6,867) (
9)(
5,389) (
5)
$ 128,274
163 ($ 243,523) (
215)
6(16)
($ 60,506) (
77) ( $ 47,376 ) (
42)
(
158,434) (
201)
168,002
148
(
218,940) (
278)
120,626
106
($ 218,940) (
278) $ 120,626
106
($ 90,666) (
115)($ 122,897) (
109)
6(25)
$ 1.39 ($ 2.65)
6(25)
$ 1.39 ( $ 2.65)
4000
Revenue
5000
Operating costs
5900
Gross profit (loss)
Operating expenses
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit loss (gain)
6000
Total operating expenses
6900
Operating loss
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of subsidiaries, associates and joint
ventures accounted for using the equity
method
7000
Total non-operating income and expenses
7900
Net profit before tax (loss)
7950
Income tax expense
8200
Current net profit (loss)
Other comprehensive income
8316
Unrealized gains (losses) from investments in
equity instruments measured at fair value
through other comprehensive income
8330
Share of the comprehensive income of
subsidiaries, associates and joint ventures
accounted for using the equity method - not to
be reclassified to profit or loss
8310
Components of other comprehensive income
that will not be reclassified to profit or loss
8300
Other comprehensive income (net)
8500
Total comprehensive income for the period
Basic earnings (loss) per share
9750
Basic earnings (loss) per share
Diluted earnings (loss) per share
9850
Diluted earnings (loss) per share

The accompanying notes are an integral part of these standalone financial statements.

Manager: Liu, Hsien-Wen

Chairman: Hou, Chia-Chi

Head of Accounting: Lo, Chien-Chang

182 ~13~

Unit: Thousand NTD

Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE STATEMENT OF CHANGES IN EQUITY January 1 to December 31, 2021 and 2020

2020
Balance as of January 1, 2020
Current net profit
Other comprehensive income for the period
Total comprehensive income for the period
2019 Appropriations and distribution of retained
earnings
Provision for legal reserve
Cash dividends
Reversal of special reserve
Disposal of equity instruments at fair value through
other comprehensive income
Changes in equity of associates recognized using the
equity method
Balance as of December 31, 2020
2021
Balance as of January 1, 2021
Current net profit
Other comprehensive income for the period
Total comprehensive income for the period
Disposal of equity instruments at fair value through
other comprehensive income
Changes in equity of associates recognized using the
equity method
Disposal of equity instruments by associates at fair
value through other comprehensive income
Balance as of December 31, 2021
Notes Ordinary shares Ordinary shares Capital surplus Retained earnings Retained earnings Unrealized
gains (losses)
from financial
assets measured
at fair value
through other
comprehensive
income
Total equity
Legal reserve Special reserve Unappropriated
retained
earnings
6(16)
6(15)
6(16)
6(14)
6(16)
6(16)
6(14)
6(16)
$ 920,000
-
-
-
-
-
-
-
-
$ 920,000
$ 920,000
-
-
-
-
-
-
$ 920,000
$ 8,686
-
-
-
-
-
-
-
2,028
$ 10,714
$ 10,714
-
-
-
-
123,021
11,286
$ 145,021
$ 225,134
-
-
-
116,640
-
-
-
-
$ 341,774
$ 341,774
-
-
-
-
-
-
$ 341,774
$ 7,903
-
-
-
-
-
(
47 )
-
-
$ 7,856
$ 7,856
-
-
-
-
-
-
$ 7,856
$1,642,430
(
243,523 )
-
(
243,523 )
(
116,640 )
(
460,000 )
47
(
5,202 )
-
$ 817,112
$ 817,112
128,274
(
96 )
128,178
45,791
-
(
21,608 )
$ 969,473
$ 7,506
-
120,626
120,626
-
-
-
5,202
-
$ 133,334
$ 133,334
-
(
218,844 )
(
218,844 )
(
42,041 )
-
10,322
($ 117,229 )
$ 2,811,659
(
243,523 )
120,626
(
122,897 )
-
(
460,000 )
-
-
2,028
$2,230,790
$2,230,790
128,274
(
218,940 )
(
90,666 )
3,750
123,021
-
$2,266,895

The accompanying notes are an integral part of these standalone financial statements.

Chairman: Hou, Chia-Chi

Manager: Liu, Hsien-Wen

Head of Accounting: Lo, Chien-Chang

~14~ 183

Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE STATEMENT OF CASH FLOWS January 1 to December 31, 2021 and 2020

Unit: Thousand NTD

Cash flows from operating activities
Current net profit before tax (loss)
Adjusting items
Adjustments to reconcile profit (loss)
Depreciation

Amortization expense

Expected credit loss (gain)

Net loss (gain) on financial assets measured
at fair value through profit or loss

Interest expenses

Interest income

Dividend income

Share of losses (gain) of associates
recognized using the equity method

Loss from disposal of property, plant and
equipment

Gains from disposal of equity-accounted
investments

Impairment losses

Lease modification gain

Changes in operating assets and liabilities
Changes in operating assets
Net notes receivable
Accounts receivable
Other receivables
Other receivables - related parties
Inventories

Prepayments
Changes in operating liabilities
Accounts payable
Other payables
Other payables - related party
Other current liabilities
Cash inflow generated from operations
Interest paid
Income tax paid
Net cash outflow from operations
Notes
January 1 to
December 31, 2021
January 1 to
December 31, 2020
$ 135,141 ( $ 238,134 )
6(8)(9)(10)
(22)
2,128
2,277
6(22)
6
14
12(2)
(
68 ) (
10 )
6(20)
(
2,491 )
795
6(21)
1
15
6(18)
(
1,271 ) (
12,912 )
6(19)
(
9,056 ) (
13,651 )
6(7)
(
149,561 ) (
4,600 )
6(20)
-
1,590
6(20)
- (
3,617 )
6(7)(20)
-
249,390
6(9)
- (
46 )
585 (
845 )
8,337 (
3,178 )
-
12
37,722
470
6(4)
(
608,405 ) (
243,129 )
10,446 (
12,042 )
(
205 )
2,800
(
5,103 ) (
1,185 )
(
25 )
57
(
601 )
954
(
582,420 ) (
274,975 )
(
1 ) (
15 )
(
3,466 ) (
2,247 )
(
585,887 ) (
277,237 )

(Continued)

~15~ 184

Chuwa Wool Industry Co., (Taiwan) Ltd. STANDALONE STATEMENT OF CASH FLOWS January 1 to December 31, 2021 and 2020

Unit: Thousand NTD

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of financial assets measured at fair
value through other comprehensive income
Disposal of financial assets measured at amortized
cost
Acquisition of financial assets measured at fair
value through profit or loss
Disposal of financial assets measured at fair value
through profit or loss
Acquisition of equity method investments

Disposal of equity method investments

Acquisition of property, plant and equipment

Disposal of property, plant and equipment

Decrease in refundable deposits
Acquisition of investment properties

Interest received
Dividends received
New cash inflow (outflow) from
investing activities
Cash flows from financing activities
Increase in short-term borrowings

Increase in deposits received

Payments of lease liabilities

Cash dividends paid

Net cash (outflow) flows from financing
activities
Current net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Notes
January 1 to
December 31, 2021
January 1 to
December 31, 2020
$ - ( $ 256,536 )
-
879,400
(
7,440 )
-
28,909
-
6(7)
- (
822,875 )
6(7)
-
61,456
6(8)
- (
148 )
6(8)
-
578
11
716
6(10)
- (
2,192 )
1,334
26,843
9,056
13,651
31,870 (
99,107 )
6(26)
450,820
157,000
6(26)
245
84
6(26)
(
33 ) (
275 )
6(26)
- (
460,000 )
451,032 (
303,191 )
(
102,985 ) (
679,535 )
521,136
1,200,671
$ 418,151 $ 521,136

The accompanying notes are an integral part of these standalone financial statements.

Manager: Liu, Hsien-Wen

Chairman: Hou, Chia-Chi

Head of Accounting: Lo, Chien-Chang

~16~ 185

Chuwa Wool Industry Co., (Taiwan) Ltd. Notes to Standalone Financial Statements 2021 and 2020

Unit: Thousand NTD

(Except as otherwise indicated)

1. Company History

  • (1) Chuwa Wool Industry Co., (Taiwan) Ltd. (hereinafter referred to as "the Company") was established on August 19, 1964, in accordance with the regulations of the Company Act. The main business of the Company includes sale of wool top, carbonized wool, superwash wool and shrink-resistant wool top, and real estate leasing. The Company has been listed on the Taiwan Stock Exchange Corporation since May 22, 1989.

  • (2) Han Yang Global Co., Ltd. holds 53.41% shareholding of the Company, and Hanshin Asset Management Co., Ltd. is the ultimate parent company of the Company.

2. Date and procedures of approval of the financial statements

The standalone financial statements were authorized for issuance by the board of directors on March 23, 2022.

  1. APPLICATION OF NEW STANDARDS, AMENDMENTS AND

INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards as endorsed by the Financial Supervisory Commission ("FSC")

New, revised or amended IFRS standards and interpretations endorsed by the FSC effective from 2021 are as follows:

FSC effective from 2021 are as follows:
New,Revised or Amended Standards and Interpretations Effective date by
International Accounting
Standards Board
Amendments to IFRS 4, "Extension of the Temporary Exemption
from Applying IFRS 9"
Amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16, and IAS 39,
"Interest Rate Benchmark Reform" - Phase 2
Amendments to IFRS 16, "Covid-19-Related Rent Concessions
beyond 30 June 2021”
January 1, 2021
January 1, 2021
April 1, 2021 (Note)

186

Note: FSC allows the application to be brought forward to January 1, 2021.

The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.

187

  • (2) Effects of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company

New, revised or amended IFRS standards and interpretations endorsed by the FSC effective from 2022 are as follows:

FSC effective from 2022 are as follows:
New,Revised or Amended Standards and Interpretations Effective date by
International Accounting
Standards Board
Amendments to IFRS 3, "Reference to the Conceptual Framework"
January 1, 2022
Amendments to IAS 16 "Property, Plant and Equipment — Proceeds
before Intended Use"
January 1, 2022
Amendments to IAS 37 "Onerous Contracts — Cost of Fulfilling a
Contract"
January 1, 2022
Annual Improvements to IFRSs 2018-2020 Cycle
January 1, 2022
The above standards and interpretations have no significant impact to the
Company's financial position and financial performance based on the
Company's assessment.

(3) IFRSs issued by International Accounting Standards Board ("IASB") but not yet endorsed by the FSC

New standards, interpretations, and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

New,Revised or Amended Standards and Interpretations Effective date by
International Accounting
Standards Board
Amendments to IFRS 10 and IAS 28, "Sale or contribution of assets
between an investor and its associate or joint venture"
To be determined by
IASB
IFRS 17, "Insurance contracts"
January 1, 2023
Amendments to IFRS 17 "Insurance contracts"
January 1, 2023
Amendments to IFRS17 ,“Initial application of IFRS 17 and IFRS 9
- comparative information”
January 1, 2023
Amendments 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
The above standards and interpretations have no significant impact to the
Company's financial position and financial performance based on the
Company's assessment.

188

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The main accounting policies adopted in the preparation of this Standalone Financial Report are as follows. Except as stated otherwise, these policies have been consistently applied to all the periods presented.

(1) Compliance statement

The standalone financial statements have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and with International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, "IFRSs") as endorsed by the FSC.

(2) Basis of preparation

  1. Except for the following items, these standalone financial statements have been prepared under the historical cost convention:

    • (1) Financial assets measured at fair value through profit or loss.

    • (2) Financial assets measured at fair value through other comprehensive income.

  2. The preparation of financial statements in conformity with the IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The items involving a higher degree of judgment or complexity, or items where assumptions and estimates are significant to the standalone financial statements are disclosed in Note 5.

  3. (3) Foreign currency translation

Items included in the standalone financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the "functional currency"). The standalone financial statements are presented in New Taiwan Dollar (NTD), which is the Company's functional currency.

Foreign currency transactions and balances

  1. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

189

  1. Monetary assets and liabilities denominated in foreign currencies are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss in the period in which they arise.

  2. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date, and their translation differences are recognized in profit or loss in the period in which they arise; those held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date, and their translation differences are recognized in other comprehensive income; and those not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  3. All foreign exchange gains and losses are presented in the standalone statement of comprehensive income within "other gains and losses".

  4. (4) Classification of current and non-current items

The Company engages in entrusting construction companies to build buildings, and the operating cycles normally exceed a year. Assets and liabilities related to construction projects are classified as current or non-current based on the operating cycles; the remaining items are classified as current and non-current as follows:

  1. Assets that meet one of the following criteria are classified as current assets:

  2. (1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.

  3. (2) Mainly held for trading purposes.

  4. (3) Assets that are expected to be realized within twelve months from the balance sheet date.

  5. (4) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

Assets not meeting the above criteria are classified by the Company as noncurrent assets.

  1. Liabilities that meet one of the following criteria are classified as current liabilities:

  2. (1) Liabilities that are expected to be paid off within the normal operating cycle;

190

  • (2) Mainly held for trading purposes.

  • (3) Liabilities that are to be paid off within twelve months from the balance sheet date.

  • (4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

  • Liabilities not meeting the above criteria are classified by the Company as non-current liabilities.

  • (5) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

  • (6) Financial assets measured at fair value through profit or loss

  • Financial assets measured at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income.

  • The Company adopts trade date accounting for regular way purchases or sales of financial assets measured at fair value through profit or loss.

  • Financial assets at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently measured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

  • The Company recognizes the dividend income in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

(7) Financial assets measured at fair value through other comprehensive income

  1. Refers to equity investments that are not held for trading, and the Company has made an irrevocable election at initial recognition to recognize the changes in fair value in other comprehensive income; or debt instruments investments which meet the following conditions:

191

  - (1) The financial assets held within a business model whose objective is both collecting contractual cash flows and selling financial assets.

  - (2) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
  1. The Company adopts trade date accounting for regular way purchases or sales of financial assets measured at fair value through other comprehensive income.

  2. At initial recognition, the Company measures the financial assets at fair value plus transaction costs, and then subsequently measures the financial assets at fair value:

    • (1) The changes in fair value of equity instruments are recognized in other comprehensive income. The cumulative gain or loss previously recognized in other comprehensive income shall be recorded to retained earnings and not be reclassified to profit or loss upon the derecognition. The Company recognizes the dividend income in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

    • (2) Except for the impairment losses, interest income and foreign exchange gains or losses which are recognized in profit or loss, the changes in fair value of debt instruments are recognized in other comprehensive income before derecognition. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

  3. (8) Financial assets measured at amortized cost

  4. Refers to financial assets that meet both of the following conditions:

    • (1) The objective of the business model is achieved by collecting contractual cash flows.

    • (2) The contractual terms of the financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

  5. The Company adopts trade date accounting for regular way purchases or sales of financial assets measured at amortized cost.

  6. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is

192

recognized in profit or loss when the asset is derecognized or impaired.

  1. The Company's time deposits which do not meet the condition of cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.

(9) Accounts receivable and notes receivable

  1. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  2. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(10) Impairment of financial assets

For financial assets measured at amortized cost, the Company, on every balance sheet date, after considering all reasonable and supporting information (include forward-looking), recognizes a loss allowance for 12-month expected credit losses if there is no significant increase in credit risk since initial recognition; and a loss allowance for lifetime expected credit losses if there is a significant increase in credit risk since initial recognition. For accounts receivables that do not contain a significant financing component, a loss allowance for lifetime expected credit losses is recognized.

193

(11) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(12) Lease transactions of lessor - operating lease

Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.

(13) Inventories

  1. Construction land, properties under construction and properties for sale are recorded at acquisition cost, and recognized as project gains and loss using the completed contract method. Construction land undergoing active development is reclassified as property under construction, and the related interest from active development or during construction to completion date is capitalized.

  2. Inventories are measured at the lower of cost and net realizable value at the end of the period, and the item by item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price under normal circumstances less the estimated cost of completion and applicable variable expenses.

(14) Equity method investments / subsidiaries and associates

  1. Subsidiaries are all entities controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

  2. Inter-company unrealized gains or losses on transactions between Company and its subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  3. Share of gain or loss from acquisition of subsidiaries is recognized as current profit or loss, and share of other comprehensive income upon acquisition is recognized as other comprehensive income. If the Company's share of losses recognized by its subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognize its share of loss based on its shareholding ratio.

194

  1. Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with noncontrolling interests) are equity transactions (i.e., transactions among owners in their capacity as owners). Difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity.

  2. When the Company loses control in a subsidiary, remaining investments in the former subsidiary shall be re-measured at fair value and serve as fair value of the initially recognized financial asset or the cost of initially recognized investment in associated company or joint venture. The difference between the fair value and book value of the investment is recognized in current profit or loss. All amounts previously recognized in other comprehensive income related to the subsidiary shall be accounted on the same basis as if the Company had directly disposed of such assets or liabilities. In other words, gains or losses previously recognized in other comprehensive income will be reclassified to profit or loss when such assets or liabilities are disposed of, then if the Company loses control in a subsidiary, such gains or losses are reclassified from equity to profit or loss.

  3. An associate is an entity over which the Company has significant influence but not control and generally holds 20% or more of the voting power directly or indirectly. Investments in associates are accounted for using the equity method and are recognized at cost upon acquisition.

  4. Share of gain or loss from acquisition of associates is recognized as current profit or loss, and share of other comprehensive income upon acquisition is recognized as other comprehensive income. If the Company's share of losses of any associate equals or exceeds its interest in the associate (including any other unsecured receivables), the Company discontinues recognizing its share of further losses, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

  5. The Company recognizes all shares of change in equity in "capital surplus" in proportion to its ownership, when there are changes in an associate's equity that are not recognized in profit or loss or other comprehensive income of the associates and such changes do not affect the ownership percentage of the associate.

  6. Unrealized gains or losses on transactions between the Company and its

195

associates are eliminated to the extent of its interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  1. When the Company subscribes to additional shares in an associate at a percentage different from its existing ownership percentage, the resulting carrying amount of the investment differs from the amount of the Company's proportionate interest in the net assets of the associate. The Company records such a difference as an adjustment to "investments with the corresponding amount charged" or credited to "capital surplus." If the Company's ownership interest is reduced due to the additional subscription to the shares of associate by other investors, the proportionate amount of the gains or losses previously recognized in other comprehensive income in relation to that associate shall be reclassified to profit or loss on the same basis as would be required if the associate had directly disposed of the related assets or liabilities.

  2. If the Company loses significant influence over an affiliate when it disposes of the affiliate, all amounts previously recognized in other comprehensive income related to the affiliate shall be accounted on the same basis as if the Company had directly disposed of such assets or liabilities. In other words, gains or losses previously recognized in other comprehensive income will be reclassified to profit or loss when such assets or liabilities are disposed of, then if the Company loses significant influence in an affiliate, such gains or losses are reclassified from equity to profit or loss. If there is still significant influence over the affiliate, transfer the amount previously recognized in other comprehensive income in proportion, based on the above method.

  3. According to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the profit or loss during the period and other comprehensive income presented in the standalone financial reports shall be the same as the allocations of profit or loss during the period and of other comprehensive income attributable to owners of the parent presented in the financial reports prepared on a consolidated basis, and the owners' equity presented in the standalone financial reports shall be the same as the equity attributable to owners of the parent presented in the financial reports prepared on a consolidated basis.

196

(15) Joint operation

With regards to the interest in joint operation, the Company recognizes its direct rights (and its share) on the joint operation's assets, liabilities, income and expenses, and has included them in the applicable items of the financial report.

(16) Property, plant and equipment

  1. Property, plant and equipment are initially recorded at cost.

  2. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  3. Land is not depreciated. Other property, plant and equipment apply cost models and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. If the composition of property, plant and equipment is significant, the items shall be depreciated separately.

  4. The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets' residual values and useful lives differ from previous estimates or the patterns of consumption of the assets' future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, "Accounting policies, changes in accounting estimates and errors", from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

follows:
Buildings and structures 8-20 years
Transportation equipment 5 years
Office equipment 3-23 years
Leasehold improvements Over the shorter of the lease term or
useful life in years

(17) Leasing transaction of lessee - Right-of-use assets/lease liabilities

  1. The Company recognizes lease assets as right-of-use assets and lease

197

liabilities at the commencement date of the lease. For short-term leases or leases of low value assets, lease payments are recognized as expenses using the straight-line method during the lease term.

  1. On the commencement date, the Company measures lease liabilities by the present value of outstanding lease payments, using the Company's incremental borrowing rate. Lease payments include fixed payments less any lease incentives receivable.

  2. In subsequent periods, the Company measures lease liabilities at amortized cost using the effective interest method and recognizes interest expense during the lease term. If the lease term or lease payment is changed due to reasons other than amendments to the lease contracts, the Company will remeasure the lease liabilities. The remeasurement amount is then recognized as an adjustment to the right-of-use assets.

  3. The Company measures right-of-use assets at cost on the commencement date of the lease, and the costs include:

  4. (1) initial measurement amount of lease liabilities;

  5. (2) lease payments made at or before the commencement date;

  6. (3) initial direct cost;

The right-of-use assets are subsequently measured by adopting the cost model. The Company depreciates the right-of-use assets at the earlier of the right-of-use assets' useful life or the end of lease term. When remeasuring the lease liabilities, the remeasurement amount is recognized as an adjustment to the right-of-use assets.

  1. For reduction of lease scope in lease modification, the lessee shall reduce the carrying amount of the right-of-use assets to reflect the partial or full termination of the lease, and recognize the difference from the remeasurement amount of the lease liability in profit or loss.

(18) Investment properties

Investment properties are recognized at acquisition cost, and subsequently measured by adopting the cost model. Apart from land, they are depreciated using the straight-line method over their estimated useful lives of between 8 and 60 years.

(19) Intangible assets

Computer software is recognized as acquisition cost and is amortized on a straight-line basis using the estimated useful lives of 4 years.

198

(20) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there are any impairment indications. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

(21) Borrowings

Refers to short-term borrowings from the banks. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(22) Accounts payable

  1. Refers to accounts payable for purchases of raw materials, goods or services, and notes payable arising from operating and non-operating activities.

  2. The short-term accounts and notes payable without bearing interest are measured at initial invoice amount as the effect of discounting is immaterial.

(23) Derecognition of financial liabilities

The Company derecognizes a financial liability when the obligation under the liability specified in the contract is discharged, canceled, or expired.

(24) Offsetting of financial assets and liabilities

When there is a legally enforceable right to set-off the recognized financial assets and liabilities amount, and intend either to settle on a net basis or to realize the financial asset and settle the financial liability simultaneously, the financial assets and financial liabilities may be offset and the net amount presented on the balance sheet.

199

(25) Employee benefits

  1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for that service, and shall be recognized as expenses when the employees have rendered service.

  1. Pensions

For defined contribution plans, the contributions shall be recognized as pension expenses when they are due on an accrual basis. Prepaid contributions shall be recognized as assets to the extent that the prepayment will lead to a cash refund or a reduction in the future payments.

  1. Termination benefits

    • Termination benefits are the benefits provided when the employment of the employee is terminated before the normal retirement date or when the employee decides to accept the Company's offer of benefits in exchange for the termination of employment. The Company recognizes expenses when the offer of termination benefits can no longer be withdrawn or when the associated restructuring costs are recognized, whichever is earlier. Benefits not expected to be fully settled within 12 months after the balance sheet date shall be discounted.
  2. Employees' remuneration and directors' remuneration Employees' remuneration and directors' remuneration are recognized as expenses and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employees' remuneration is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the Board of Directors' resolution.

  3. (26) Income tax

  4. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive

200

income or equity.

  1. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. For undistributed surplus earnings, an additional income tax shall be levied in accordance with the Income Tax Act. When the earnings distribution proposal is approved in the shareholders' meeting the following year after the surplus is generated, the income tax expense of the undistributed earnings shall be recognized based on the actual earnings distribution.

  2. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the standalone balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  3. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  4. Deferment of unused income tax credit arising due to purchase of equipment or technologies, research and development expenditure and equity investment, is recognized as deferred tax assets and only if, it is considered probable that there will be sufficient future taxable profit against which the credit carried forward can be utilized.

201

(27) Dividends

Dividends are recorded in the Company's financial statements in the period in which they are resolved by the Company's shareholders. Cash dividends are recorded as liabilities.

(28) Revenue recognition

Sales of goods

The Company's main products are wool top, shrink-resistant wool top and shrink-resistant loose wool, etc. Sales revenues are recognized when the products are sold to the customers, based on the price stated in the contract.

5. Critical Accounting Judgments and Key Sources of Estimation And Uncertainty

The preparation of these standalone financial statements requires management to make critical judgments in applying the Company's accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year, and the related information is addressed below:

(1) Key judgments of accounting policies adopted

None.

(2) Critical accounting estimates and assumptions

Impairment evaluation of equity method investments

When there are impairment indications that certain equity method investments could be impaired to its carrying amount and may not be recovered, the Company shall immediately evaluate the impairment of the investment. As of December 31, 2021, the Company did not recognize impairment loss.

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash and cash equivalents
Petty Cash
Demand deposit
Time deposits
December 31, 2021
$ 30
188,121
230,000
$ 418,151
December 31, 2020
$ 30
91,106
430,000
$ 521,136

202

  1. The Company transacts with a variety of financial institutions with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  2. The Company has no cash and cash equivalents pledged to others.

  3. (2) Financial assets measured at amortized cost - current

Time deposits December 31, 2021
$ 20,000
December 31, 2020
$ 20,000
  1. The Company's interest income recognized in profit or loss due to financial assets measured at amortized cost in 2021 and 2020 were NTD100 and NTD8,159 (column "Interest income") respectively.

  2. Without taking into account the collaterals held or other credit enhancement, the maximum exposure to credit risk of financial assets measured at amortized cost that best represent the Company as of 31 December 2021 and 2020, were NTD20,000 and NTD20,000 respectively.

  3. The Company has no financial assets measured at amortized cost pledged to others as of December 31, 2021 and 2020.

  4. (3) Net notes and accounts receivable

Notes receivable
Accounts receivable
Less: Loss provisions
December 31, 2021
$ 260
$ 2,615
- (
$ 2,615
December 31, 2020
$ 845
$ 10,952

68)
$ 10,884
  1. The Company's notes and accounts receivable are not overdue.

  2. The Company's notes and accounts receivable balances as of December 31, 2021 and 2020 arise from customers' contracts, and the balance of accounts receivable from customer contracts on January 1, 2020 was NTD7,696.

  3. As of December 31, 2021 and 2020, the Company does not have pledged notes and accounts receivable.

  4. Without taking into account the collaterals held or other credit enhancement, the maximum exposure to credit risk of notes accounts receivable that best represent the Company as of 31 December 2021 and 2020, were NTD2,875 and NTD11,729 respectively.

  5. For details of the credit risk of the relevant notes receivable and accounts

203

receivable, please refer to Note 12(2).

  • (4) Inventories
Inventories
Joint operation - construction land
Joint operation - prepayment for land
purchase
December 31, 2021
$ 851,534
-
$ 851,534
December 31, 2020
$ 214,937
28,192
$ 243,129
  1. Inventory as of December 31, 2021 and 2020 is the share recognized by the Company's participation in joint operations according to the proportion of holdings, please refer to Note 6(5) for details.

  2. The cost of inventories recognized as expense by the Company in 2021 and 2020 were NTD78,771 and NTD114,888 respectively.

  3. The Company's interest capitalization on inventory for 2021 and 2020 were NTD7,071 and NTD56, and the capitalization rates were 1.80%~1.83% and 1.80% respectively.

  4. For the Company's pledged inventories, please refer to Note 8.

  5. (5) Joint operation

  6. In 2021, the Company signed a construction joint venture contract with five other companies, adopting the joint operation arrangement. With regards to the interest in the joint operation, the Company recognizes its direct rights (and its share) on the joint operation's assets, liabilities, income and expenses, and has included them in the applicable items of the financial report. The relevant information is as follows:

Project name
Neihu Jiuzhong
Project
Tucheng
Zhongyi Project
Sanchong
Zhongxing
Project
Holding
ratio
10%
10%
15%
Co-builder
5 companies including Kuo Yang
Construction Co., Ltd.

5 companies including Kuo Yang
Construction Co., Ltd.
Kuo Yang Construction Co., Ltd.
Explanation
Neihu District,
Taipei City
Tucheng
District, New
Taipei City
Sanchong
District, New
Taipei City
  1. Summary of the Company's share in the joint operation is as follows:

December 31, 2021 December 31, 2020

Balance Sheet Current assets

204

Inventories
Other current assets
Total assets
Current liabilities
Short-term borrowings
Other current liabilities
Total liabilities
Statement of Comprehensive Income
Revenue
Fees
(
Non-operating income and expenses
$ 851,534
$ 243,129
58,386
12,911
909,920
256,040
$ $909,920
$ 256,040
December 31,
2021
December 31, 2020
$ 607,820
$ 157,000
1,411
4,038
609,231
161,038
$ 609,231
$ 161,038
2021
2020
$ 1,514 $ 2
$ 475)$ -
$ 8 $ -
  • (6) Financial assets measured at fair value through other comprehensive income non-current
Equity instruments
TWSE and TPEx stocks
Valuation adjustment
(
December 31, 2021
$ 218,814

107,882)(
$ 110,932
December 31, 2020
$ 218,814

47,376)
$ 171,438
  1. The Company chooses to classify equity instruments investments that are strategic investments and that will receive stable dividend as financial assets measured at fair value through other comprehensive income; the fair values of these investments as of December 31, 2021 and 2020, were NTD110,932 and NTD171,438 respectively.

  2. Details of financial assets measured at fair value through other comprehensive income recognized in profit or loss and comprehensive income are as follows:

income are as follows:
Investments in equity instruments measured
at fair value through other comprehensive
income
Changes in fair value recognized in other (
2021
$ 60,506)
2020
$ 47,376

205

comprehensive income Dividend income recognized in profit and loss Derecognized during the period $ 9,056 $ 13,200

  1. Without taking into account the collaterals held or other credit enhancement, the maximum exposure to credit risk of financial assets measured at fair value through other comprehensive income that best represent the Company as of December 31, 2021 and 2020, were NTD110,932 and NTD171,438 respectively.

  2. The Company has no financial assets measured at fair value through other comprehensive income pledged to others.

  3. For details regarding credit risk of financial assets measured at fair value through other comprehensive income, please refer to Note 12(2).

(7) Investments recognized under the equity method

January 1
Increase in equity method investments
Disposal of equity method investments
Income (losses) from equity investments under
the equity method
Impairment loss of equity method investments
Change in capital surplus
Other changes in equity interest
(
December 31
2021
$ 1,227,041
-
- (
149,561
- (
134,307

165,970)
$ 1,344,939
2020
$ 536,582
822,875

57,656)
4,600

249,390)
2,028
168,002
$ 1,227,041

For impairment loss of equity method investments, please refer to Note 6(20).

Subsidiaries
HCW Investment Co., Ltd.
Associate
Hanshin Shopping Plaza Co., Ltd.
Jollify4ever Ltd.
Xin Xi Venture Co., Ltd.
December 31, 2021
$ 483,370
753,975
67,326
40,268
$ 1,344,939
December 31, 2020
$ 562,974
520,684
143,383
-
$ 1,227,041
  1. For information of subsidiaries, please refer to the Company's 2021 Consolidate Financial Statements Note 4(3).

  2. Associate

206

(1) Basic information of the Company's significant affiliates:

Company name
Principal
place of
business
Shareholding ratio
Nature of
relationship
Measureme
nt method
December 31, 2021 December 31, 2020
Hanshin Shopping
Plaza Co., Ltd.
Taiwan
Jollify4ever Ltd.
Taiwan
16.00%
20.00%
Associate
Equity
method
Not applicable.
46.83%
Associate
Equity
method

207

  • (2) Summary of the financial information of the Company's significant affiliates:

Balance Sheet

affiliates:
Balance Sheet
Current assets
Non-current assets
Current liabilities
(
Non-current liabilities
(
Total net assets
Share of affiliates' net assets
Goodwill
Affiliates' book value
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Total net assets
Share of affiliates' net assets
Affiliates' book value
Hanshin Shopping Plaza Co., Ltd.
December 31,
2021
December 31,
2020
$ 2,134,400
$ 1,870,589
9,785,432
8,947,422

2,344,037 ) (
2,014,108 )

6,954,504) (
7,678,768)
$ 2,621,291
$ 1,125,135
$ 458,318
$ 225,027
295,657
295,657
$ 753,975
$ 520,684
Jollify4ever Ltd.
December 31,
2020
$ 202,767
222,994
(
96,632 )
(
22,932)
$ 306,197
$ 143,383
$ 143,383
December 31,
2021
$ 2,134,400
9,785,432

2,344,037 ) (

6,954,504) (
$ 2,621,291
$ 458,318
295,657
$ 753,975
(
(

Statement of Comprehensive Income

Statement of Comprehensive Income
Revenue
Net loss of continuing operations for the
period
Other comprehensive income (net income
after tax)
(
Total comprehensive income for the period
Revenue
Net loss of continuing operations for the
period
Hanshin Shopping Plaza Co., Ltd.
2021
2020
$ 3,071,114
$ 3,104,884
$ 999,015
$ 854,905

322,909)
984,310
$ 676,106
$ 1,839,215
Jollify4ever Ltd.
2020
$ 99,943
( $ 80,363)
2021
$ 3,071,114
$ 999,015

322,909)
$ 676,106
(

208

Other comprehensive income (net income
after tax)
Total comprehensive income for the period
(
12,009
$ 68,354)
  • (3) As of December 31, 2021, the carrying amount of the Company's individual insignificant affiliates was NTD107,594, and the share of its operating results are as follows:
Net loss of continuing operations for the
period
(
Other comprehensive income (net income
after tax)
Total comprehensive income for the period
(
2021
$ 40,851)
5,069
$ 35,782)
  1. It was approved in the shareholders’ meeting held in November 2021, that Jollify4ever Ltd. will conduct a capital reduction through split-up. A business value of NTD80,000 was transferred from Jollify4ever Ltd. to the newly established company, Xin Xi Venture Co., Ltd., held by the original shareholders according to the shareholding ratio. The Company hence obtained 46.83% shares of Xin Xi Venture Co., Ltd, becoming the company's single largest shareholder. As a shareholders' agreement is signed among other shareholders (non-related party), it indicates that the Company does not have the actual ability to direct the relevant activities, hence it is assessed that there is no control but significant influence over the company.

  2. In May 2020, Jollify4ever Ltd. conducted a cash capital increase; the Company did not subscribe in proportion to its shareholding, and thus its shareholding in Jollify4ever Ltd. dropped from 47.64% to 46.83%. The Company is the company's single largest shareholder. As a shareholders' agreement is signed among other shareholders (non-related party), it indicates that the Company does not have the actual ability to direct the relevant activities, hence it is assessed that there is no control but significant influence over the company.

  3. In 2020, the Company assessed that the equity investment in Jollify4ever Ltd has been impaired. The recoverable amount is based on the comparable companies of the market approach, and the fair value less disposal cost of these investments are assessed to be Level 3 fair value, hence an impairment loss of NTD249,390 was recognized under "Other gains and losses".

  4. In October 2020, the Company participated in the capital increase by cash of its related party, Hanshin Shopping Plaza Co., Ltd., and obtained 20% shareholding, please refer to Note 7(3)for details.

209

(8) Property, plant and equipment

1. The details are as follows:

January 1
Cost
Accumulated
depreciation and
impairment
January 1
Depreciation
December 31
December 31
Cost
Accumulated
depreciation and
impairment
January 1
Cost
Accumulated
depreciation and
impairment
January 1
Addition
Disposal
Depreciation
December 31
December 31
Cost
Accumulated
depreciation and
impairment
2021 2021 2021
Land

$ 61
-
$ 61
$ 61
-
$ 61
$ 61
-
$ 61
Buildings and
structures

$ 310
(
296 )(
$ 14
$ 14
-
$ 14
$ 310
(
296 )
$ 14
109
Office equipment
$ 1,537

1,396)
$ 141
$ 141
24
$ 117
$ 1,537
1,420
$ 117
$ $ ( $ (
$ $ $
$ $ $ (
$ $ $
$ $ ( $ (
$ $ $ $
Buildings and
structures
Transportat
ion
equipment
$ 310
$ 622
(
296) (
78)
$ 14
$ 544
$ 14
$ 544
-
-
- (
544 )
-
-
$ 14
$ -
$ 310
$ -
(
296)
-
$ 14
$ -
  1. The Company's property, plant and equipment are not pledged.

  2. As the trust deeds of the Company's lands, properties and buildings are signed with the banks, the ownerships are recorded under the banks.

210

(9) Leasing - lessee

  1. The underlying assets of the Company's leases include office equipment, buildings and transportation equipment, and the terms of the leases are normally 3 years. The lease contracts are negotiated individually and contain various terms and conditions without other restrictions except for the leased assets restricted to pledge to others.

  2. The information of the carrying amount of the right-of-use assets and the recognition of depreciation expense are as follows:

Office equipment
Office equipment
Buildings and structures
December 31, 2021
Carrying amount
$ 46
2021
Depreciation
$ 33
-
$ 33
December 31, 2020
Carrying amount
$ 79
2020
Depreciation
$ 32
247
$ 279
  1. The Company's acquisition of right-of-use assets in 2021 and 2020 were NTD0.

211

  1. The information on the lease contract affecting profit or loss is as follows:
Items affecting current profit or loss
Interest expense from lease liabilities
Expense of short-term leases
Lease modification gain
2021
$ 1
-
-
2020
$ 15
24
46
  1. The cash flows used in the lease payments of the Company in 2021 and 2020 amounted to NTD34 and NTD314 respectively.

  2. (10) Investment properties

  3. Investment properties refers to the Company's own investments properties. The Company signs commercial lease agreements for its investments properties, and the duration of the lease contract is normally not more than 1 year. The lease contract includes a clause that adjusts the lease amount according to the market environment each year. The details are as follows:

January 1
Depreciation
December 31
January 1
Addition
Depreciation
Transfer
December 31
2021 Total
$ 133,580
2,071)
$ 131,509
Total
$ 126,569
2,192

1,913)
6,732
$ 133,580
Land
$ 72,160
- (
$ 72,160
Buildings and
structures
$ 61,420

2,071)(
$ 59,349
2020
Land
$ 72,160
-
- (
-
$ 72,160
Buildings and
structures
$ 54,409
2,192

1,913) (
6,732
$ 61,420
  1. Lease income and direct operating expenses from investments properties:
Lease income from investments properties
Direct operating expenses arising from
investments properties that generate lease
income during current period
Direct operating expenses arising from
investments properties that do not generate
lease income during current period
2021
$ 2,195
$ 493
$ 2,508
2020
$ 1,763
$ 329
$ 2,632

212

  1. The fair values of investments properties held by the Company as of December 31, 2021 and 2020, were NTD209,880 and NTD208,487 respectively, based on the assessment results of independent evaluation experts where the income approach were adopted, and they belong to Level 3 fair value; the main assumptions are as follows:
Capitalization rate
Short-term borrowings
Type of borrowings
Bank borrowings
Secured loans
Type of borrowings
Bank borrowings
Secured loans
December 31,2021
December 31,2020
1.20%~1.50%
1.20%~1.60%
December 31, 2021
Interest rate range
Collateral
$ 607,820
1.80%~1.83%
Construction land
December 31, 2020
Interest rate range
Collateral
$ 157,000
1.80%
Construction land
December 31,2020 December 31,2020
1.20%~1.60%
Collateral
Construction land
Collateral
Construction land
  • (11) Short-term borrowings

  • The secured loan is the share recognized by the Company's participation in joint operation according to its holding ratio, please refer to Note 6(5) for details.

  • Interest expense recognized in 2021 and 2020 profit or loss were NTD0.

(12) Pensions

Effective July 1, 2005, the Company has established a defined contribution pension plan in accordance with the Labor Pension Act, covering all employees with R.O.C. nationality. Under the labor pension system established under the Labor Pension Act which the employees opt for, the Company contributes monthly an amount based on 6% of the employees' monthly salaries and wages to the employees' individual pension accounts. The principal and accrued dividends from an employee's individual account are paid monthly or in lump sum upon retirement of an employee.

The pension costs recognized by the Company in accordance with the above pension plan were NTD548 and NTD625 for 2021 and 2020 respectively.

  • (13) Share capital

The Company's authorized capital as of December 31, 2021 and 2020, were both NTD1,100,000, divided into 110,000 thousand shares to be issued in

213

installment; the paid-in capital is NTD920,000, at NTD10 per share. All proceeds from the Company's issued shares have been received.

(14) Capital surplus

In accordance with the Company Act, capital surplus from the income derived from the issuance of new shares at a premium and the income from endowments received by the company, besides being used for offsetting its loss, shall be distributed to the shareholders by issuing new shares or cash in proportion to the number of shares being held if the company incurs no loss. And in accordance with the Securities and Exchange Act, the amount of capital surplus to be capitalized per year shall not be more than 10% of the paid-in capital. The company shall not use the capital surplus to make good its capital loss, unless the surplus reserve is insufficient to make good such loss.

214

Treasury shares transaction
Disposal of equity instruments by associates
at fair value through other comprehensive
income
Changes in equity of associates
Others
December 31, 2021
$ 8,516
11,286
125,049
170
$ 145,021
December 31, 2020
$ 8,516
-
2,028
170
$ 10,714

(15) Retained earnings

  1. In accordance with the Company's Articles of Incorporation, the Company shall, after its losses have been covered and all taxes and dues have been paid and at the time of allocating surplus profits, first set aside ten percent of such profits as a legal reserve. And if there is still surplus after appropriating or reversing the special reserve according to the law, the board of directors shall, according to the dividend policy, draft an earnings distribution proposal by combining it with the undistributed surplus at the beginning of the period. If the distribution is in the form of new shares issuance, it shall be submitted to the shareholders' meeting for approval; if it is in the form of cash, it shall be approved by a majority vote at a board meeting attended by over two-thirds of the directors, and reported to the shareholders' meeting.

  2. Amendment to the Articles of Incorporation was approved in the shareholders' meeting on June 24, 2020. Based on the earnings distribution policy of the Articles of Incorporation, earnings distribution or loss offsetting proposal may be proposed at the close of each quarter in accordance with the Company Act. During the earnings distribution, the Company shall estimate and reserve the taxes and dues to be paid, the losses to be covered and the legal reserve to be set aside, and according to the relevant laws and regulations, allocate or reverse special reserve. When the earnings distribution is in the form of new shares issuance, it shall be approved by the shareholders' meeting in accordance with Article 240 of the Company Act; if it is in the form of cash issuance, it shall be approved by the board of directors.

  3. The Company's dividend distribution policy shall consider the Company's current and future investment environment, capital needs, domestic and foreign competition, capital budget and other factors, and take into consideration the interests of the shareholders, balanced dividend and the

215

Company's long-term financial planning. If the distribution is a combination of shares and cash, the cash dividend shall not be less than 20% of the total dividend.

  1. According to the Company Act, legal reserve shall be appropriated until the total amount reaches the total capital. Legal reserves shall not be used except for offsetting the Company's loss and issuing new shares or cash based on the proportion of the shareholders' original shares. However, where legal reserve is distributed by issuing new shares or by cash, only the portion of legal reserve which exceeds 25% of the paid-in capital may be distributed.

  2. When distributing earnings, the Company shall, according to the law, set aside a special reserve, equal to the debit balance which happens at the current balance sheet date on other equity items. When the debit balance on other equity interest items is reversed subsequently, the reversed amount may be included in the distributable earnings.

During the first-time adoption of IFRSs, for special reserve set aside according to Letter Jin-Guan-Zheng-Fa-Zi No.1010012865 dated April 6, 2021, the Company shall reverse the proportion of special reserve previously set aside for subsequent use, disposal or reclassification of the relevant assets.

216

  1. With the approval of the board of directors on March 25, 2021, there would be no earnings distribution for 2020. The Company's 2019 earnings distribution proposals have been approved in the shareholders' meeting held on June 24, 2020:
held on June 24, 2020:
Legal reserve
(Reversal) of special reserve
Cash dividends
2020
Amount
Dividends
per share
(NTD)

$ -
-
-
$ -
2019
Amount
Dividends
per share
(NTD)
$ 116,640

47)
460,000
$ 5.00
Dividends
per share
(NTD)
( $ 5.00
  1. The Company's 2020 earnings distribution proposals have been approved in the board meeting held on March 23, 2022:
in the board meeting held on March 23, 2022:

Legal reserve
Cash dividends
2021
Amount
Dividends
per share
(NTD)
$ 15,236
18,400
$ 0.20
Dividends
per share
(NTD)
$ 0.20

(16) Other equity interest items

January 1
Valuation adjustment:
– The Company
(
– Subsidiaries
(
– Associate
(
Valuation adjustment transferred
to retained earnings
– Subsidiaries
(
– Associate
December 31
(
2021

Unrealized gains
(losses) from financial
assets measured at fair
value through other
comprehensive income
$ 133,334

60,506) (

119,146)

39,192)

42,041)
10,322
$ 117,229)

2020

Unrealized gains (losses)
from financial assets
measured at fair value
through other
comprehensive income
$ 7,506

47,376)
160,152
7,850
2,869
2,333
$ 133,334
  • (17) Revenue

2021

2020

217

Revenue from contracts with customers
Income from sale of merchandise
Rental income
$ 75,450
3,349
$ 78,799
$ 111,368
1,763
$ 113,131
  1. Revenue from contracts with customers of the Company arises from a point-in-time transfer, amounting to NTD75,450 and NTD111,368 for 2021 and 2020 respectively.

  2. As of December 31, 2021 and 2020, there was no recognition of contract assets and contract liabilities related to revenue from contracts with customers by the Company.

(18) Interest income

customers by the Company.
Interest income
Interest income from bank deposits
Interest income from financial assets
measured at amortized cost
2021
$ 1,171
100
$ 1,271
2020
$ 4,753
8,159
$ 12,912

(19) Other income

(19) Other income
(20)
(21)
Dividend income
$ Other income - others
$ Other gains and losses
Gain (loss) from financial assets measured at fair
value through profit or loss
Foreign exchange gain (loss)
Gains from disposal of equity-accounted
investments
Loss from disposal of property, plant and
equipment
Impairment loss of equity method investments
Other gains and losses
(
Finance costs
Interest expenses from deposit
2021
9,056
523
9,579
2021
2020
13,651
26,889
40,540
2020
$ 795 )

18,111 )
3,617

1,590 )

249,390 )

85 )
$ 266,354 )
2020
$ 3
$ $
$ $

218

Interest expense from lease liabilities
Others
1
1
$ 5
15
-
$ 18

(22) Additional information on expenses

ditional information on expenses
Employee benefit expenses
Depreciation
Amortization expense
Employee benefit expenses
Depreciation
Amortization expense
2021 Total
$ 20,689
2,128
6
$ 22,823
Total
$ 19,930
2,277
14
$ 22,221
Classified as
operating costs
$ -
2,071
-
$ 2,071
Classified as
operating
expenses
$ 20,689
57
6
$ 20,752
2020
Classified as
operating costs
$ -
1,913
-
$ 1,913
Classified as
operating
expenses
$ 19,930
364
14
$ 20,308

(23) Employee benefit expenses

Wages and salaries
Directors' remuneration
Labor and health insurance fees
Other personnel expenses
Pension expenses
2021
$ 10,238
8,303
1,050
550
548
$ 20,689
2020
$ 11,081
7,141
1,061
22
625
$ 19,930
  1. In accordance with the Company's Articles of Incorporation, the Company shall distribute employee's remuneration between zero point five percent (0.5%) and five percent (5%) and distribute directors' remuneration no higher than two percent (2%) of the distributed earnings covering accumulated losses.

  2. The Company's 2021 and 2020 estimated employee remuneration were NTD683 and NTD0 respectively; and estimated directors' remunerations were NTD683 and NTD0 respectively.

219

2021 employees’ remuneration and directors' remuneration are estimated at 1% based on the year’s profitability. It is resolved in the board meeting that NTD683 and NTD683 will be distributed respectively, where employees’ remuneration will be distributed in cash.

As there was a loss before tax in 2020, employee remuneration and directors and supervisors' remuneration were not allocated and distributed.

Information on employees' remuneration and directors' remuneration of the Company as resolved by the board of directors is posted in the Market Observation Post System.

220

(24) Income tax

  1. Income tax expense

Components of income tax expense:

Income tax expense
Components of income tax expense:
2021 2020
Current income tax:
Prior years' income tax underestimates $ 6,834 $ -
Deferred tax:
Origination and reversal of temporary
differences 33 5,389
Income tax expense $ 6,867 $ 5,389
Relationship between income tax expense and accounting profit
2021 2020
Income tax on net profit before tax calculated
at statutory tax rate $ 27,028 ( $ 47,627 )
Expenses and losses to be excluded
according to the tax law - 49,878
Tax-exempted income according to the tax
law ( 32,231) ( 4,418 )
Tax loss not recognized as deferred income
tax assets 5,236 7,556
Prior years' income tax overestimates and
underestimates 6,834 -
Income tax expense $ 6,867 $ 5,389
  1. Relationship between income tax expense and accounting profit

  2. Deferred income tax assets or liabilities due to temporary difference, tax loss and investment credit:

Deferred income tax assets
Investments properties
impairment loss
Unrealized exchange loss
Deferred income tax
liabilities
Financial assets valuation (
2021 2021 December
31
$ 338
57
$ 395
$ 13)
$ 382
January 1
$ 338
90 (
$ 428 (
$ 13)
$ 415 (
Recognized
in profit or
loss
Recognized
in other
comprehensi
ve income
$ -
-
$ -
$ - (
$ -
$ -

33)
$ 33)
$ -
$ 33)

221

2020

Deferred income tax assets
Investments properties
impairment loss
Unrealized exchange loss
Deferred income tax
liabilities
Financial assets valuation (
January 1
$ 338
5,638 (
$ 5,976 (
$ 172)
$ 5,804 (
Recognized
in profit or
loss
Recognized
in other
comprehensi
ve income
$ -
-
$ -
- (
$ -
December
31
$ 338
90
$ 428
$ 13)
$ $415
$ -

5,548)
$ 5,548)
$ 159
$ 5,389)
  1. Validity date of the Company's unused tax loss and unrecognized deferred income tax asset amount:
December 31, 2021 December 31, 2021
Year
occurred
2018
2020
2021
Declared
amount/approve
d amount
$ 59,130
37,594
26,178
$ 122,902
Amount yet to
be deducted
$ 24,080
37,594
26,178
$ 87,852
Unrecognized
deferred income
tax asset amount
$ 24,080
37,594
26,178
$ 87,852
Final
deduction
year
2028
2030
2031
December 31, 2020 December 31, 2020
Year
occurred
2018
2020
Declared
amount/approve
d amount
$ 59,130
37,780
$ 96,910
Amount yet to
be deducted
$ 24,080
37,780
$ 61,860
Unrecognized
deferred income
tax asset amount
$ 24,080
37,780
$ 61,860
Final
deduction
year
2028
2030
  1. Deductible temporary differences not recognized as deferred tax assets
Deductible temporary differences December 31,
2021
$ 87,944
December 31,
2020
$ 61,952
  1. The income tax returns of the Company have been assessed and approved through 2019 by the Tax Authority.

222

(25) Earnings (loss) per share

rnings (loss) per share
Basic (diluted) earnings per share
Current net profit attributable to
ordinary shareholders of the
parent
Diluted earnings per share
Current net profit attributable to
ordinary shareholders of the
parent
Effect of dilutive potential ordinary
shares on employee remuneration
Current net profit attributable to
ordinary shareholders of the
parent plus effect of potential
ordinary shares
Basic (diluted) loss per share
Current loss attributable to ordinary
shareholders of the parent
(
2021 Loss per
share
(NTD)
$ $1.39
$ 1.39
Loss per
share
(NTD)
$ 2.65)
Amount
after tax
$ 128,274
$ 128,274
-
$ 128,274
Weighted average
number of ordinary
shares outstanding
(shares in
thousands)
92,000
92,000
29
92,029
2021
Amount
after tax
$ 243,523)
Weighted average
number of ordinary
shares outstanding
(shares in
thousands)
$ 92,000 (

(26) Changes in liabilities from financing activities

January 1
Change in cash flow from financing
activities
Interest expense payment (Note)
Other non-cash changes
December 31
2021 2021 Total liabilities
from financing
activities
$ 157,458
451,032

1)
1
$ 608,490
Short-term
borrowing
s
$ 157,000
450,820 (
- (
-
$ 607,820
Lease
liabilities
$ 80

33)

1)
1
$ $47
Deposits
received
$ 378
245
- (
-
$ 623

2020

223

January 1
Change in cash flow from
financing activities
Interest expense payment
(Note)
Other non-cash changes
December 31
Short-term
borrowing
s
$ -
157,000 (
-
-
$ 157,000
Stock
dividends
payable
$ -

460,000 ) (
- (
460,000(
$ $-
Lease
liabilities
$ 4,220

275)

15)
3,850)
$ 80
Deposits
received
$ 294
84 (
- (
-
$ 378
Total liabilities
from financing
activities
$ 4,514

303,191 )

15 )
456,150
$ 157,458

Note: Table shows cash flows from operating activities.

7. Related Party Transactions

(1) Names of related parties and relationship

Names of related parties Relationship with the Group
Hanshin Asset Management Co., Ltd.
Roo Hsing Co., Ltd.
Hanshin Shopping Plaza Co., Ltd.
Hanshin Department Store Co., Ltd.
HCW Investment Co., Ltd.
Kuo Yang Construction Co., Ltd.
Hi-Lai Foods Co., Ltd.
Grand Hi-Lai Hotel Co., Ltd.
The Company's ultimate parent company
Same person as the Chairman of the Company (Note)
Same person as the Chairman of the Company
Same person as the Chairman of the Company
A subsidiary of the Company
Other related parties
Other related parties
Other related parties

Note: A new Chairman was elected in February 2020, and this relationship has terminated.

(2) Significant related party transactions

1. Administrative expenses

Hanshin Asset Management Co., Ltd.
Other receivables-related parties
Kuo Yang Construction Co., Ltd. (capital
reduction amount receivable)
No related transactions in 2021.
2021
$ 2,244
2020
$ 2,452
December 31,
2020
$ 37,722
  1. Other receivables - related parties

3. Property transactions

  • (1) Disposal of property, plant and equipment
Roo Hsing Co., Ltd.
No related transactions in 2021.
2020
Disposal price
(exclude tax)
Disposal profit
$ 560
$ 16
Disposal price
(exclude tax)
$ 560

(2) Acquisition of financial assets

224

Account item
Investments recognized under
the equity method
Number of
shares
transacted
8,000 thousand
shares
Transaction object
Shares
2020
Acquisition
price
$ 480,000

In September 2020, the Company participated in the capital increase by cash of Hanshin Shopping Plaza Co., Ltd., and there were no related transactions in 2021.

4. Refundable deposits

transactions in 2021.
4. Refundable deposits
Hanshin Asset Management Co., Ltd.
Key management compensation
Short-term employee benefits
2021
$ 392
2021
$ 13,868
2020
$ 392
2020
$ 12,848

(3) Key management compensation

8. Mortgaged (pledged) assets

The Company's pledged assets are as follows:

The Company's pledged assets are as follows:
Pledged assets
Inventory - construction land
Carrying value
December 31,
2021
December 31,
2020
$ 797,906
$ 214,937
Collateral purpose
December 31,
2021
$ 797,906
Short-term borrowings

9. Significant commitments and contingent liabilities

N/A

10. Significant disaster loss

N/A

11. Significant subsequent events

N/A

12. Others

(1) Capital management

The objective of the Company's capital management is to maintain a sound credit rating and a good capital ratio to support the business operations and maximize shareholders equity. The Company manages and adjusts the capital structure according to the economic situation, and may adjust the dividend payment, return the capital or issue new shares to attain such objectives.

225

(2) Financial instruments

1. Financial instruments by category

Financial assets
Financial assets measured at fair value
through profit or loss
Financial assets measured mandatorily at
fair value through profit or loss
Financial assets measured at fair value
through other comprehensive income
Designated equity instruments investments
December 31,
2021
$ -
$ 110,932
December 31,
2020
$ 18,978
$ 171,438

226

Financial assets
Financial assets measured at amortized cost
Cash and cash equivalents
Financial assets measured at amortized cost
Notes receivable
Net accounts receivable
Other receivables
Refundable deposits
Financial liabilities
Financial liabilities at amortized cost
Short-term borrowings
Accounts payable
Other payables
Deposits received
Lease liabilities
December 31,
2021
$ 418,151
20,000
260
2,615
43
396
$ 441,465
$ 607,820
2,595
8,571
623
$ 619,609
$ 47
December 31,
2020
$ 521,136
20,000
845
10,884
37,828
407
$ 591,100
$ 157,000
2,800
13,674
378
$ 173,852
$ 80
  1. Risk management policies

  2. (1) The Company's financial risk management objectives are mainly to manage operating activities related market risk, credit risk and liquidity risk. The Company conducts the above risk identification, measurement and management based on the Company's policies and risk preferences.

  3. (2) Pertaining to the above mentioned financial risk management, the Company has, according to the relevant laws and regulations, established appropriate policies, procedures and internal control; important financial activities have to be approved by the board of directors according to the relevant regulations and internal control system. During the execution of the financial management activities, the Company needs to strictly abide by the relevant regulations of financial risk management.

  4. (3) The Company has not undertaken any derivative tools to hedge financial risks.

  5. Significant financial risks and degrees of financial risks

  6. (1) Market risk

Foreign exchange risk

227

  • A. The exchange rate risks the Company is exposed to mainly arise from transactions in USD, which is different from the functional currencies of the Company. The exchange rate risks are from future business transactions and assets and liabilities that have been recognized.

  • B. The Company's management has set up policies requiring the Company to manage its foreign exchange risk against its functional currencies.

228

  • C. As the Company's businesses involve some non-functional currency operations (the functional currency of the Company is NTD), it is impacted by the exchange rate fluctuations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

fluctuations is as follows:
(Foreign currency: functional
currency)
December 31, 2021
Foreign
currency (In
thousands)
Exchange
rate
Carrying
amount
(NTD)
Financial assets
Monetary items
USD: NTD
(Foreign currency: functional
currency)
$ 1,069
27.68
$ 29,590
December 31, 2020
Foreign
currency (In
thousands)
Exchange
rate
Carrying
amount
(NTD)
Financial assets
Monetary items
USD: NTD
$ 961
28.48
$ 27,369
  • D. The aggregate amounts of all exchange gains and losses (including realized and unrealized) recognized in 2021 and 2020 due to significant impact of exchange rate fluctuations on monetary items of the Company were NTD172 and (NTD18,1111) respectively.

  • E. The Company's foreign currency risk analysis due to significant exchange rate fluctuations is as follows: The exchange risks between USD and NTD are mainly due to foreign exchange loss or gain arising from translation of US dollardenominated cash and cash equivalents, accounts receivables, etc. If NTD depreciates or appreciates by 1% against US$, and all other factors remain unchanged, the net profit in 2021 and 2020 will increase or decrease by NTD296 and NTD274 respectively.

Price risk

  • A. The Company's equity instruments exposed to price risk are financial assets measured at fair value through profit or loss and financial assets measured at fair value through other comprehensive income. The Company manages the price risk of equity securities by diversifying investments and setting limits for single and overall equity investment. Information of the equity securities portfolio is to be regularly provided to the Company's top management, and the board of directors are to review all equity securities investment decisions and approve the diversification of its investment portfolio.

229

  • B. The Company mainly invests in equity instruments and beneficiary certificates issued by domestic companies, and the price of such equity instruments is affected by the uncertainty of the future value of the investment target. If the price of these equity instruments and beneficiary certificates increases or decreases by 1%, with other factors remaining unchanged, 2021 and 2020 net profit after tax will increase or decrease by NTD0 and NTD190 respectively due to gain or loss from equity instrument and beneficiary certificate measured at fair value through profit or loss; and other comprehensive income will increase or decrease by NTD1,109 and NTD1,714 respectively due to gain or loss from equity investment at fair value through other comprehensive income.

Interest rate risk for cash flow and fair value

The Company's main investments are equity instruments and beneficiary certificates, and no interest-bearing debt instruments have been acquired or issued; upon assessment, there is no significant interest risk.

  • (2) Credit risk

  • A. The Company's credit risk is the risk of financial loss to the Company due to the inability of customers or the counterparties to financial instruments in performing their contractual obligations, mainly from the inability of counterparties in settling the accounts receivable based on the payment terms, and contractual cash flow from investments classified as debt instruments measured at amortized cost.

  • B. All units of the Company manage credit risk in accordance with the credit risk policies, procedures and controls. The credit risk assessment of all customers is based on the comprehensive consideration of factors such as the customer's financial status, ratings from credit rating agencies, experiences from historical transactions, current economic environment and the Company's internal rating standards.

  • C. The Company's Finance and Accounting Department manages the credit risk of bank deposit, fixed-income securities and other financial instruments in accordance with the Group's policies. As the Company's trading partners are determined by internal control procedures, and they are banks with good credit ratings and financial

230

institutions with investment grade, corporate organizations and government agencies, there is no critical credit risk.

  • D. According to the credit risk management of the Company, when the contract payment is overdue for more than 90 days according to the agreed payment terms, it is regarded as a default.

  • E. The Company adopts IFRS9's presumption that the credit risk of the financial asset has increased significantly since its initial recognition when contractual payments are more than 30 days past due.

  • F. Also, the Company writes off financial assets when it assesses that recovery of financial assets cannot reasonably be expected (such as significant financial difficulties of the issuer or debtor, or bankruptcy).

  • G. The Company will group the customers' accounts receivables according to factors such as counterparties' credit rating, geographical region and industry, and use a simplified approach to estimate the expected credit losses based on a provision matrix. The relevant information is as follows:

Not
overdue
December 31, 2021
Expected loss rate
0%~1%
Total book value
$ 2,615
Loss provisions
$ -
Not
overdue
December 31, 2020
Expected loss rate
0%~1%
Total book value
$ 10,952
Loss provisions
$ 68
January 1
Reversal of impairment loss
December 31
30 days
overdue
$ -
$ -
30 days
overdue
$ -
$ -
$ (
$
30 days
overdue
$ -
$ -
30 days
overdue
$ -
$ -
$ (
$
60 days
overdue
$ -
$ -
60 days
overdue
$ -
$ -
2021
90 days
overdue
Total
$ - $ 2,615
$ - $ -
90 days
overdue
Total
$ - $ 10,952
$ - $ 68
108
Accounts
receivable
68
$ 78
68)(
10 )
-
$ 68
$ $ ( $ $ 68
68)(
-
Accounts
receivable
$
$

231

(3) Liquidity risk

  • A. Cash flow forecasting is performed by each Group entity and aggregated by the Group's Finance and Accounting Department. The Group's Finance and Accounting Department monitors rolling forecasts of the Group's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient undrawn committed borrowing facilities at all times so that the Group does not breach borrowing limits or covenants on any of its borrowing facilities. Such forecasting takes into consideration the Group's debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets.

  • B. The Company invests the remaining funds in interest-bearing demand deposits, time deposits and marketable securities, and the selected instruments have an appropriate maturity date or sufficient liquidity to meet the above forecast and provide sufficient fund dispatching levels.

  • C. The following table shows the Company's non-derivative financial liabilities grouped according to the relevant maturity date, and the analysis is based on the remaining period from the balance sheet date to the contract maturity date. Except for accounts payable, other payables and deposits received, whose undiscounted contractual cash flow amounts are approximately equal to their book values and are due within one year, the details of the undiscounted contractual cash flow amounts of the remaining financial liabilities are as follows:

Non-derivative financial liabilities:

follows:
Non-derivative financial liabilities:
December 31, 2021
Less than 1
year
Short-term borrowings
$ 10,984
Lease liabilities
34
Non-derivative financial liabilities:
December 31, 2020
Less than 1
year
Short-term borrowings
$ 2,826
Lease liabilities
33
Between 1
and 2 years
$ 10,984
13
Between 1
and 2 years
$ 2,826
33
Between 2
and 3 years
$ 248,884
-
Between 2
and 3 years
$ 2,826
13
More than 3
years
$ 383,324
-
More than 3
years
$ 159,826
-
December 31, 2020
Short-term borrowings
Lease liabilities
  • D. The Company does not expect the timing of occurrence of the cash flows estimated through the maturity date will be significantly

232

earlier, nor expect the actual cash flow amount would be significantly different.

  • (3) Fair value estimation

  • The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

    • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. Active market is a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the TWSE and TPEx shares, beneficiary certificates and popular Taiwan central government bonds invested by the Company belongs to this level.

    • Level 2: Direct or indirect observable inputs of assets or liabilities, other than quoted prices included in Level 1.

    • Level 3: Unobservable inputs for the asset or liability. The Company's investment in equity instruments with no active market belongs to this.

  • For information on the fair value of investment properties measured at cost, please refer to Note 6(10).

  • Financial instruments not measured at fair value

    • The carrying amount of the Company's cash and cash equivalents, notes receivable, accounts receivables, other receivables, refundable deposits, short-term borrowings, accounts payable, other payables and deposits received is a reasonable approximation of fair value.
  • Financial instruments measured at fair value and non-financial instruments are classified by the Company based on the nature, characteristics and risk of the assets and liabilities, and the level of fair value; the relevant information is as follows:

    • (1) The Company classifies based on the nature of the assets and liabilities as follows:
as follows:
December 31, 2021
Assets
Recurring fair value
measurements
Financial assets
Level 1 Level 2 Level 3 Total

233

measured at fair
value through other
comprehensive
income
Equity securities
December 31, 2020
Assets
Recurring fair value
measurements
Financial assets
measured at fair
value through profit
or loss
Equity securities
Beneficiary
certificate
Subtotal
Financial assets
measured at fair
value through other
comprehensive
income
Equity securities
$ 110,932
Level 1
$ 9,688
9,290
18,978
171,438
$ 190,416
-
Level 2
$ -
-
-
-
$ -
-
Level 3
$ -
-
-
-
$ -
$ 110,932
Total
$ 9,688
9,290
18,978
171,438
$ 190,416
  • (2) The methods and assumptions that the Company used to measure the fair value are as follows:

  • The Company adopts the quoted market price as the input value of fair value (i.e., Level 1), which is classified based on the characteristics of the instrument as follows:

of the instrument as follows:
Market price TWSE (TPEx) stocks
Closing price
Beneficiary
certificate
Net worth
  1. For 2021 and 2020, there was no transfer between Level 1 and Level 2 by the Company.

  2. The Company is responsible for conducting fair value verification, using independent source information to make the evaluation results close to the market conditions, confirming that the sources of information are independent, reliable, consistent with other sources and represent executable prices. Changes in the value of assets and liabilities that are measured or reassessed are analyzed at each reporting date to ensure that

234

the assessment results are reasonable.

(4) Others

Due to the new coronavirus pandemic in 2021, the Company has implemented various pandemic preventive measures promoted by the government. The Company has adequate working capital, and the various operating departments are operating normally. It is assessed that the new coronavirus pandemic has no significant impact on the Company’s 2021 financial position and financial performance.

13. SUPPLEMENTARY DISCLOSURES

(1) Significant transactions information

  1. Loans to others: N/A

  2. Provision of endorsements and guarantees to others: N/A

  3. Holding of marketable securities at the end of the period (excluding investment in subsidiaries, associates and joint ventures): Please refer to table 1.

  4. Acquisition or sale of the same security with the accumulated cost exceeding NTD300 million or 20% of paid-in capital or more: N/A

  5. Acquisition of real estate reaching NTD300 million or 20% of paid-in capital or more: Please refer to table 2.

  6. Disposal of real estate reaching NTD300 million or 20% of paid-in capital or more: N/A

  7. Purchase or sale of goods from or to related parties reaching NTD100 million or 20% of paid-in capital or more: N/A

  8. Receivables from related parties reaching NTD100 million or 20% of paidin capital or more: N/A

  9. Engage in derivative instruments trading: N/A

  10. The business relationship and significant transactions between the intercompanies: N/A

(2) Information on investees

Names, locations and other information of investee companies (excluding the investees in Mainland China): Please refer to table 3.

235

  • (3) Information on investments in Mainland China

  • Basic information: N/A

  • Significant transactions with the investees in Mainland China either directly or indirectly through other companies in the third areas: N/A

  • (4) INFORMATION ON MAJOR SHAREHOLDERS

Information on major shareholders: Please refer to table 4.

14. SEGMENT INFORMATION

Not applicable.

236

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries

Holding of marketable securities at the end of the period (excluding investment in subsidiaries, associates and joint ventures) December 31, 2021

December 31, 2021
Table 1
Securities held by
Type and name of marketable securities
Chuwa Wool Industry Co.,
(Taiwan) Ltd.
Kuo Yang Construction Co., Ltd.
HCW Investment Co., Ltd.
Taiwan Cement Corporation
HCW Investment Co., Ltd.
Asia Cement Corporation
HCW Investment Co., Ltd.
Huaku Development Co., Ltd.
HCW Investment Co., Ltd.
China Development Financial Holding
Corporation
HCW Investment Co., Ltd.
Harvatek Corporation
HCW Investment Co., Ltd.
Winbond Electronics Corporation
HCW Investment Co., Ltd.
China Development Financial Holding Corp.
Preferred B Share
HCW Investment Co., Ltd.
Hotai Finance Co., Ltd.
Relationship with securities issuer
Accounting item
Other related parties
Financial assets measured at fair value
through other comprehensive income -
non-current
N/A














Number of shares (Except a
End of period
Carrying amount
Shareholding ratio
$ 110,932
1.19
4,800
-
8,860
-
10,054
-
13,269
-
4,384
-
850
-
510
-
5,531
-
$ 159,190
Unit: Thousand NTD
s otherwise indicated)
Remarks
Fair value
$ 110,932
4,800
8,860
10,054
13,269
4,384
850
510
5,531

4,527,820
100,000
200,000
110,000
758,240
160,000
25,000
53,144
60,000








237

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries

Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more

January 1 to December 31, 2021

Table 2

Unit: Thousand NTD (Except as otherwise indicated)

Payment status
Counterparty
Paid as agreed Bo Kai Development
Co., Ltd.
and 3 people
including Party A
Paid as agreed Party B
Paid as agreed Chen Chang
Industrial Co., Ltd.
Paid as agreed Yong Yi Industrial
Co., Ltd.
And Hwa Yang
International
Distribution Co., Ltd
Relation Information of previous transfer if counterparty is a
related party
Basis of price determination
Owner
Relationship
with issuer
Transfer
date
Amount
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Appraisal report by Chih Wei
Real Estate Appraiser
Associates
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Appraisal report by Zhe Yu
Real Estate Appraisers Firm
and He Yang Real Estate
Appraiser Associates
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Not applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
Appraisal report by Zhe Yu
Real Estate Appraisers Firm
and Hong Bang Real Estate
Appraiser Associates
Purpose of
acquisition and
usage
Joint venture
development
Joint venture
development
Joint venture
development
Joint venture
development
Other agreed

Owner
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.

matters
Not
applicable.
Not
applicable.
Not
applicable.
Not
applicable.
N/A
N/A
N/A

N/A

238

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries

Information such as the investee company’s name, address, etc. (exclude investee company in China)

January 1 to December 31, 2021

Table 3
Name of Investor
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
Chuwa Wool
Industry Co.,
(Taiwan) Ltd.
HCW Investment
Co., Ltd.
Investee company
name
HCW Investment
Co., Ltd.
Jollify4ever Ltd.
Xin Xi Venture
Co., Ltd.
Hanshin Shopping
Plaza Co., Ltd.
Hanshin Shopping
Plaza Co., Ltd.
Location
Main business activities
Original investment amount
End of current
period
Last year-end
Taiwan
General investment services
$ 400,000 $ 400,000
Taiwan
Retail of other clothing
accessories not classified,
wholesale of watches and
clocks and parts, wholesale of
kitchen cabinet, wholesale of
other clothing accessories not
classified
365,013
402,475
Taiwan
Retail of other clothing
accessories not classified,
wholesale of watches and
clocks and parts, wholesale of
kitchen cabinet, wholesale of
other clothing accessories not
classified
37,462
-
Taiwan
Department stores, rental and
leasing, retail, restaurants,
supermarkets, etc.
480,000
480,000
Taiwan
Department stores, rental and
leasing, retail, restaurants,
supermarkets, etc.
97,443
-
End of the period shareholding
Number of
shares
Ratio
Carrying amount
40,000,000 100.00 $ 483,370
9,997,574 46.83
67,326
3,746,163 46.83
40,268
8,000,000 16.00
753,975
902,250
1.80
103,932
Investee
Current profit and loss
$ 38,860
( 88,596)
2,061
948,013
948,013
Unit: Thousand NTD
(Except as otherwise indicated)
Investment gain and loss
recognized in current period
Remarks
$ 38,860 Subsidiaries
( 41,487)
Associate
636
Associate
151,552
Associate
9,556
Associate

239

53.41

Chuwa Wool Industry Co., (Taiwan) Ltd. and its subsidiaries Information on major shareholders

December 31, 2021

Table 4
Name of major shareholders
Han Yang Global Co., Ltd.
Note: The above information is provided by Taiwan Depository Clearing Corporation (TDCC).
Shares (Note)
Number of shares held
49,139,065
Shareholding ratio

240

Chuwa Wool Industry Co., (Taiwan) Ltd. Details of cash and cash equivalents December 31, 2021

Table 1

Unit: Thousand NTD

Item Summary Amount
$ 30
161,143
26,978
30,000
200,000
$ 418,151
Petty Cash
Cash in banks
Demand deposit
Foreign currency
demand deposit
Cash equivalents
Time deposits
USD974,627.78., exchange rate 27.68.
Matures in January 2022, annual rate 0.41%
Matures in March 2022, annual rate 0.32%

241

Table 2
Name
Chuwa Wool Industry Co., (Taiwan) Ltd.
Details of financial assets measured at amortized cost-current
December 31, 2021
Unit: Thousand NTD
Summary Number
of
shares
Par value
Total value
Interest rate Carrying amount
Cumulative
impairment
Remarks
Chuwa Wool Industry Co., (Taiwan) Ltd.
Details of financial assets measured at amortized cost-current
December 31, 2021
Unit: Thousand NTD
Summary Number
of
shares
Par value
Total value
Interest rate Carrying amount
Cumulative
impairment
Remarks
Chuwa Wool Industry Co., (Taiwan) Ltd.
Details of financial assets measured at amortized cost-current
December 31, 2021
Unit: Thousand NTD
Summary Number
of
shares
Par value
Total value
Interest rate Carrying amount
Cumulative
impairment
Remarks
Chuwa Wool Industry Co., (Taiwan) Ltd.
Details of financial assets measured at amortized cost-current
December 31, 2021
Unit: Thousand NTD
Summary Number
of
shares
Par value
Total value
Interest rate Carrying amount
Cumulative
impairment
Remarks
Chuwa Wool Industry Co., (Taiwan) Ltd.
Details of financial assets measured at amortized cost-current
December 31, 2021
Unit: Thousand NTD
Summary Number
of
shares
Par value
Total value
Interest rate Carrying amount
Cumulative
impairment
Remarks
December 31, 2021
Unit: Thousand NTD
Total value
Interest rate
Time deposits
Land Bank of Taiwan
Land Bank of Taiwan
Land Bank of Taiwan
Land Bank of Taiwan
Land Bank of Taiwan
Land Bank of Taiwan
Land Bank of Taiwan
NTD fixed
deposit
1 $ 2,600
NTD fixed
deposit
1
2,900
NTD fixed
deposit
1
2,900
NTD fixed
deposit
1
2,900
NTD fixed
deposit
1
2,900
NTD fixed
deposit
1
2,900
NTD fixed
deposit
1
2,900
$ 2,600
0.54%
2,900
0.54%
2,900
0.54%
2,900
0.54%
2,900
0.54%
2,900
0.54%
2,900
0.54%
$ 20,000
$ 2,600 $ -

2,900
-

2,900
-

2,900
-

2,900
-

2,900
-

2,900
-
$ 20,000 $ -

242

Chuwa Wool Industry Co., (Taiwan) Ltd. Details of changes in investments recognized under the equity method January 1, 2021 to December 31, 2021

Table 3

Unit: Thousand NTD

Name Beginning balance Beginning balance Current increase (Note 1) Current increase (Note 1) Current decrease (Note 2) Current decrease (Note 2) Current decrease (Note 2) Ending balance Ending balance Ending balance Market price or net
worth
Market price or net
worth
Provide
guarantee
or pledge
Remarks
Number of
shares

Amount
Number of
shares
Amount Number of
shares
Amount Number of
shares
Shareholding
ratio

Amount
Unit price Total value
HCW Investment Co., Ltd.
Jollify4ever Ltd.
Xin Xi Venture Co., Ltd.
Hanshin Shopping Plaza
Co., Ltd.
40,000,000
13,743,737
-
8,000,000
$ 562,974
143,383
-
520,684
$ 1,227,041
-
-
3,746,163
-
$ 38,860
11,286
40,268
274,573
$ 364,987
-
3,746,163
-
-
(
(
(
(
$ 118,464)

87,343)
-
41,282)
$ 247,089)
40,000,000

9,997,574
3,746,163
8,000,000
100.00
46.83
46.83
16.00
$ 483,370
67,326
40,268
753,975
$ 1,344,939
$ 12.08
6.73
10.75
57.29
$ 483,370
67,326
40,268
458,318
$1,049,282
N/A
"
"
"

Note 1: Current period's increase includes a consideration of NTD37,462 received due to a capital reduction through split-up conducted by the investee company (Jollify4ever), recognition of investment gain of NTD191,048, recognition of difference of NTD123,021 for not subscribing for new shares according to shareholding ratio, capital reserve of NTD11,286 and other equity of NTD2,170. Note 2: Current period's decrease includes recognition of investment loss of NTD41,487, capital reduction of NTD37,462 as a result of a split-up, and other equity of NTD168,140.

243

Chuwa Wool Industry Co., (Taiwan) Ltd. Chuwa Wool Industry Co., (Taiwan) Ltd. Chuwa Wool Industry Co., (Taiwan) Ltd.
Details of short-term borrowings
December 31, 2021
Table 4 Unit: Thousand NTD
Types of Explanation Ending balance Contract period Interest rate range Financing limit Mortgage or Remarks
borrowings guarantee
Secured
loans
Chang Hwa Commercial
Bank, Ltd.
237,900 2020/11/22-
2024/2/22
1.80% 237,900 Construction land
Bank of Taiwan 144,920 2021/3/10-
2026/8/27
1.83% 144,920 Construction land
First Commercial Bank 225,000 2021/8/18-
2026/8/18
1.80% 225,000 Construction land
$
607,820
$
607,820

244

Chuwa Wool Industry Co., (Taiwan) Ltd. Details of revenue

January 1, 2021 to December 31, 2021

Table 5
Item
Quantity (Jin) Quantity (Jin) Quantity (Jin) Unit: Thousand NTD
Amount
Remarks
Sales revenue
Wool top
Shrink-resistant wool top
Others
Subtotal
Rental income
122,235.80
83,231.40
8,096.40

$ 43,847
29,123
2,480
75,450
3,349
$ 78,799

245

Chuwa Wool Industry Co., (Taiwan) Ltd. Details of operating cost January 1, 2021 to December 31, 2021

Table 6
Item
Unit: Thousand NTD
Amount
Total
Cost of goods sold
Opening inventory
Add: Current purchases
Less: Ending inventory
Subtotal
Leasing cost
Total
$ -
75,771
-
75,771
3,000
$ 78,771

246

Chuwa Wool Industry Co., (Taiwan) Ltd. Details of selling expenses January 1, 2021 to December 31, 2021

Table 7
Item
Summary Summary Summary Unit: Thousand NTD
Amount
Remarks
Unit: Thousand NTD
Amount
Remarks
Entertainment expenses
Commission expenses
Import and export expenses
Advertising
Insurance premiums
$ 345
156
42
30
6
$ 579

247

Chuwa Wool Industry Co., (Taiwan) Ltd. Details of administrative expenses January 1, 2021 to December 31, 2021

Table 8

Unit: Thousand NTD

Item Summary Amount Remarks
Salary expenses
Directors' remuneration
Venue usage fee
Service Charge
Other expenses
The balance of other
projects does not exceed
5% of the balance of this
project
$ 10,786
$ 8,303
2,244
1,859
4,241
$ $27,433

248

Chuwa Wool Industry Co., (Taiwan) Ltd. Summary of current period employee benefits, depreciation, depletion and amortization expenses by function January 1, 2021 to December 31, 2021

Table 9

Unit: Thousand NTD

By function
By nature
2021 2020
Classified as
operating costs
Classified as
operating
expenses
Total Classified as
operating costs
Classified as
operating
expenses
Total
Employee benefit expenses
Wages and salaries $ - $ 10,238 $ 10,238 $ - $ 11,081 $ 11,081
Labor and health insurance fees - 1,050
1,050

-
1,061
1,061
Pension expenses - 548
548

-
625
625
Directors'remuneration - 8,303
8,303

-
7,141
7,141
Other employee benefits - 550
550

-
22
22
Depreciation 2,071
57

2,128

1,913

364

2,277
Amortization expense - 6
6

-
14
14
  • Note 1: As of December 31, 2020 and 2019, the Company has 15 and 16 employees respectively, among which 7 and 7 are directors who do not also serve as employees.

Note 2: 2. The Company's 2021 and 2020 average employee benefits were NTD1,548 and NTD1,421 respectively; The Company's 2021 and 2020 average employee remuneration were NTD1,280 and NTD1,231 respectively; The Company's 2021 average employee remuneration adjustment was 3.98%. Note 3: The board is delegated to determine the remuneration to directors based on the individual’s participation in the operation of the Company, the value of contribution, and normal industry standard. Remuneration for managers is based on the individual’s performance, their contribution to the Company’s overall operations and industry standard; and taking into consideration the Company’s operational risks, the Remuneration Committee will prepare the proposal and submit to the board of directors for discussion and approval. Employee remuneration is mainly based on the individual performance, the Company’s performance and industry standard, taking into consideration the Company’s operational risks. Annual review is conducted and year-end bonus is distributed to employees based on the current year’s profit.

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