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ASCENT — Annual Report 2022
Jun 28, 2023
51802_rns_2023-06-28_892cb67e-d1dd-406e-954b-5023ae201ba2.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.ascentglobal.com.tw
ASCENT DEVELOPMENT CO., LTD. (Previous name:CHUWA WOOL INDUSTRY CO.,(TAIWAN)LTD.)
2022 Annual Report
Published May 30, 2023
I. Names, Titles, Contact Numbers and Email Addresses of the Spokesperson and the Acting Spokesperson
Spokesperson Acting Spokesperson Name: Chien-Chang Luo Name: (vacant now) Title: Head of Finance and Accounting Title: Department Tel: (02)2756-6777 Tel: Email: [email protected] Email address:
II. Addresses and Telephone Numbers of the Headquarter, Branches and Factories
Headquarter: 19F, No. 557-1, Sec. 4, Zhongxiao E. Rd., Xinyi Dist., Taipei City 110055
Tel.: (02)2756-6777
Factory: None
Tel.: None
III. Name, Address, Website, and Telephone Number of Stock Registrar Agency
Name: Registrar Agency Department, Grand Fortune Securities
Address: 6F, No. 6, Sec. 1, Zhongxiao W. Rd., Zhongzheng Dist., Taipei City 100 Website: https://www.gfortune.com.tw/
IV. Name of CPA and the name, address, website and contact number of the accounting firm for the latest financial report
CPAs: Chun-Yuan Hsiao and Se-Kai Lin CPA Office: PwC Taiwan
Address: 27F., No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City, 110 Website: https://www.pwc.tw/
V. Name of overseas exchange where securities are listed, and
method of inquiry: N/A
VI. Company website: https://www.ascentglobal.com.tw/
Table of Contents
| Table of Contents | Table of Contents |
|---|---|
| One. Report to Shareholders............................................................................................................. 1 | |
| Two. Company Introduction............................................................................................................. 6 | |
| I. | Date of establishment ............................................................................................................... 6 |
| II. | History ...................................................................................................................................... 6 |
| Three. | Corporate Governance Report........................................................................................... 10 |
| I. | Organization ........................................................................................................................... 10 |
| II. | Background information of directors, supervisors, the President, vice presidents, assistant |
| vice presidents, and heads of various departments and branches .......................................... 12 | |
| III. | Implementation status of corporate governance .................................................................... 37 |
| IV. | Professional Fees to CPA ....................................................................................................... 80 |
| V. | Information on change of CPA ............................................................................................... 80 |
| VI. | Where the company’s chairman, general manager, managerial officers in charge of financial |
| or accounting affairs having served with the CPA firm or the affiliates thereof over the past | |
| year, it shall disclose name, position, and the duration of those served with the CPA firm: no | |
| such situation. ......................................................................................................................... 81 | |
| VII. | In recent years and until the publication date of the annual report, directors, supervisors, |
| managers and shareholders with more than 10% share equity transferred and changes in | |
| pledge of stock rights ............................................................................................................. 81 | |
| VIII. | Information of top ten shareholders who are related or are spouses, or are relatives within 2nd |
| degree of kinship .................................................................................................................... 83 | |
| IX. | Company, company’s directors, supervisors, managers and businesses in direct or indirect |
| control by the company, their number of shares of the reinvested businesses, and the | |
| consolidated calculation of the comprehensive shareholding ratio ........................................ 84 | |
| Four. Capital Overview................................................................................................................... 85 | |
| I. | Capital and share capital ........................................................................................................ 85 |
| II. | Corporate bonds. .................................................................................................................... 91 |
| III. | Preferred shares ...................................................................................................................... 91 |
| IV. | Overseas depositary receipts .................................................................................................. 91 |
| V. | Status of issue and private placement of employee stock warrants ....................................... 91 |
| VI. | New restricted shares acquired as an employee ..................................................................... 91 |
| VII. | Merger or acquisition, issue of new shares in connection with the acquisition of shares of |
| another company .................................................................................................................... 91 | |
| VIII. | Implementation status for plan of utilization of capital ......................................................... 91 |
| Five. Operational Highlights........................................................................................................... 92 | |
| I. | Business Scope ....................................................................................................................... 92 |
| II. | Status of the market and production/sales .............................................................................. 95 |
| III. | Employees .............................................................................................................................. 97 |
| IV. | Expenditures on environmental protection ............................................................................ 97 |
|---|---|
| V. | Labor relations ....................................................................................................................... 97 |
| VI. | Cyber security management: .................................................................................................. 98 |
| VII. | Important contracts ................................................................................................................. 99 |
| Six. Financial Highlights............................................................................................................... 100 | |
| I. | Condensed Balance Sheet and Statement of Comprehensive Income of the most recent five |
| years ..................................................................................................................................... 100 | |
| II. | Financial Information for the Most Recent Five Years ........................................................ 104 |
| III. | Supervisor or Audit Committee’s Review Report for the Most Recent Year. ...................... 107 |
| IV. | Annual financial statements for the most recent year. ......................................................... 107 |
| V. | The CPA audited Parent company only financial statements of the most recent year ......... 107 |
| VI. | Financial turnover status of the Company and its affiliated in the most recent year and up to |
| the date of publication of the annual report.......................................................................... 107 | |
| Seven. | Financial Status and Performance Analysis and the Risk Management Matters....... 108 |
| I. | Financial status ..................................................................................................................... 108 |
| II. | Financial Performance ......................................................................................................... 109 |
| III. | Cash flow ............................................................................................................................. 110 |
| IV. | Effects of major capital expenditures on finance and operation in the most recent fiscal |
| year ....................................................................................................................................... 110 | |
| V. | Company’s re-investment policy for the most recent fiscal year, the main reasons for the |
| profits/losses generated thereby, the plan for improving re-investment profitability, and | |
| investment plans for the coming year .................................................................................. 110 | |
| VI. | Analysis and assessment of risks matters ............................................................................. 111 |
| VII. | Other Important Matters. ...................................................................................................... 113 |
| Eight. | Special Disclosure............................................................................................................... 114 |
| I. | Information of affiliated companies ..................................................................................... 114 |
| II. | Private equity securities transactions in recent years and to the publication date of the annual |
| report .................................................................................................................................... 115 | |
| III. | Holding or disposal of the company’s shares by the subsidiaries in the most recent year and |
| to the publication date of the annual report .......................................................................... 115 | |
| IV. | Other supplementary information ........................................................................................ 115 |
| V. | Any matters stipulated in Article 36, Paragraph 3, Subparagraph 2 of the Securities and |
| Exchange Act, which might materially affect shareholders’ equity or the price of the | |
| Company’s securities that occurred during the most recent fiscal year or during the current | |
| fiscal year up to the date of publication of the annual report ............................................... 115 |
One. Report to Shareholders
To our respectful shareholders,
First of all, thank you for your precious time to read the 2022 business report of Ascent Development Co., Ltd.
Ascent Development Co., Ltd. is a professional, innovative and responsible construction company, committed to providing high-quality and highly safe construction products. The Company’s goal is to become the most trustworthy and respected construction company for customers. To achieve our goal, we will continue to strengthen our core competitiveness, expand diversified markets, grasp the development trend of industrial technologies and cultivate outstanding professional talents.
2022 was a year full of challenges and opportunities for Ascent Development Co., Ltd. The Company has made considerable progress and achievements in operation, including being officially renamed from Chunwa Wool Industry Co., (Taiwan) Ltd. to Ascent Development Co., Ltd., and began to invest in the more development projects in Taipei and New Taipei City. While facing challenges and difficulties against the backdrop of the pandemic and economic environment, such as intensified market competition, credit control measures adopted by the Central Bank, manpower shortage in the industry, and rising raw material prices, the Company is still actively responding and solving them. In the future, we will introduce construction products closer to customers with more features, and seek the best interests for shareholders and other stakeholders on the basis of creating sustainable value for the Company.
-
The Company’s 2022 business results and 2023 outlook are reported as below:
-
I. 2022 business results (I) Outcome of business plan:
- The Company’s consolidated operating revenue in 2022 was NT$570,153 thousand, and the consolidated net profit for the current period was NT$92,205 thousand (attributable to the owner of the parent company).
-
(II) Budget implementation
The Company did not disclose the financial forecast in 2022; therefore, there is no budget achievement.
-
(III) Revenue, expense, and profitability analysis:
-
2022 revenue and expenses
1
Expressed in thousands of NTD
| Items | Amount |
|---|---|
| Revenues | 570,153 |
| Operating Costs | (446,013) |
| Gross profit | 124,140 |
| Operating expenses | (83,289) |
| Operating income | 40,851 |
| Net amount of the non- operating revenue and expenses |
121,185 |
| Income before tax | 162,036 |
| The current net profit attributed to: |
|
| Owner of parent company |
92,205 |
| Equity owned by the previous holder under the joint control |
13,190 |
| Non-controlling interests |
38,197 |
| Total current net profit after tax |
143,592 |
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2. 2022 profitability
Expressed in thousands of NTD
| Items | 2022 | |
|---|---|---|
| Financial position (%) |
Debt to assets ratio | 41.63 |
| Long-term Fund to Property, Plant and Equipment |
1,685,631.14 | |
| Ability to repay debts (%) |
Current ratio | 184.56 |
| Quick ratio | 45.15 | |
| Times interest earned(TIE)ratio | 14.89 | |
| Profitability | Return on assets(%) | 3.15 |
| Return on equity (%) | 4.68 | |
| Pre-tax income to paid-in capital ratio (%) |
17.61 | |
| Netprofit margin(%) | 25.18 | |
| Earningsper share: | ||
| Owner ofparent company | 1.00 | |
| Equity owned by the previous holder under thejoint control |
0.14 | |
| Total EPS(NT$) | 1.14 |
-
(IV) Research and development
-
Key development projects - plant-office category: Jiuzong Section, Neihu District, Taipei City; Zhongxing Section, Sanchong District, New Taipei City; Zhongyi Section, Tucheng District, New Taipei City; Zhongyuan Section, Zhonghe District, New Taipei City; and Jiangbei Section, Xizhi District, New Taipei City.
-
Plain land category: Guanchian Section, Tainan City - the fourth phase of Emerald Forest.
-
-
II. Overview of 2023 business plan
-
(I) Carefully monitor the industry movements and development trends, and adopt the sustainability concept of environmental, social and corporate governance (ESG), valued internationally, as a blueprint for corporate development to enhance the Company’s sustainable value.
-
(II) To cope with the strong recent demands for plant-offices in the market, the Company currently focuses on plant-office commercial building as the main product. The related operations are conducted as scheduled, to confirm that the projects can be completed as scheduled and with the
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expected quality.
-
(III) Expand diversified markets, and actively participate in related businesses such as urban renewal by government, urban renewal, renovation of dangerous and old buildings, and section expropriation.
-
III. Impact of the competitive environment, regulatory environment, and the overall business environment
Recently, the domestic real estate industry has been corrected in the plateau period, mainly due to the strong wait-and-see atmosphere in the market, and the wider gap of price perception between the supply and demand sides. Currently, in terms of land development, the main direction of residence is still for these self-use products with rigid demand, and most of the buyers are for the selfoccupied house, replacement of self-use house and long-term asset allocation; the demand for plant-offices remains strong. In terms of government policies and regulations, the credit control measures adopted to curb short-term speculative buying, and the passage of the amendment to the Equalization of Land Rights Act are expected to have a greater impact on small and mediumsized construction companies with weak financial position, but developers with sound financial position and good conditions can take advantage of the situation to gradually consolidate and expand their operation scale. In terms of the global economy, as the continued interest rate hikes in the United States tightened the liquidity, along with the impact of global inflation, the economy is expected to show a downward trend. Amidst the very uncertain external environment, we will still maintain a robust pace of operation, and prudently respond to market movements.
- IV. Future development strategies
Looking to the future, we are full of confidence and expectation, and have formulated medium and long-term development plans, mainly including the following aspects:
- (I) Joint participation in the development projects by unifying affiliates of the Group: the Company leads the development projects with the professional capabilities of construction, while accumulating experience and reputation, to strengthen the core competitiveness; in addition to the current plantoffice commercial building development projects, we will seek residential products in the urban renewal and collaborative construction fields as the development direction.
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(II) Replenish and reserve talent resources: other than seeking professionals in the construction industry who fit the Company’s culture and philosophy to join us, it also actively develops databases of knowledge-sharing as resources for talent education and training.
-
(III) Develop land accesses toward multiple aspects: the Company actively participates in state-owned or state-owned enterprise tenders, public urban renewal projects, and the renovation of dangerous old houses and urban renewal projects to support national policies.
It is believed that these plans will bring more room for growth and challenges to Ascent Development Co., Ltd.
Finally, I would like to thank all shareholders and the general public for their support and trust in Ascent Development Co., Ltd. You are our most important partners and motivation. We also sincerely invite your valuable comments or advice so that we can continuously improve ourselves and create a better future. Thank you.
Wish all of our shareholders health and all the luck
Chairman: Chia-Chi Hou Managerial Officer: Hsien-Wen Liu Accounting Officer: Chien-Chang Luo
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Two. Company Introduction
-
I. Date of establishment: October 1, 1964
-
II. History
-
1964 October Zhonghe Wool Co., Ltd. was established, which purchased the land at Liudu Industrial Park of Keelung City to set up a factory to produce wool tops and carbonized wool. The Company was established with a capital of NT$15,000 thousand.
-
1965 April Officially put into operation. 1968 April Capital increase of NT$7,500 thousand in cash, and the accumulated paid-in capital reached NT$22,500 thousand.
-
1971 April Products exported to Japan. May Capital increase of NT$4,500 thousand from earnings, and the accumulated paid-in capital reached NT$27,000 thousand.
-
1972 April Capital increase of NT$2,700 thousand from earnings, and the accumulated paid-in capital reached NT$29,700 thousand.
-
Purchased additional production equipment was to produce wool grease by recycling wastewater of fleece scouring.
-
1973 April Capital increase of NT$11,880 thousand from earnings, and the accumulated paid-in capital reached NT$41,580 thousand.
-
1974 December Capital increase of NT$16,632 thousand from earnings, and the accumulated paid-in capital reached NT$58,212 thousand.
-
1978 September Capital increase of NT$18,500 thousand from earnings, and the accumulated paid-in capital reached NT$76,712 thousand.
-
1980 October Capital increase of NT$7,671 thousand from earnings, and the accumulated paid-in capital reached NT$84,383 thousand.
-
1981 Installed the wastewater treatment plant to improve the quality of effluent water of the factory.
-
1983 December Capital increase of NT$30,617 thousand from earnings, and the accumulated paid-in capital reached NT$115,000 thousand.
-
1984 Introduced shrink-proof wool top processing technology, and machinery and equipment to produce shrink-proof wool tops.
-
1986 June Capital increase of NT$65,000 thousand from capital reserves, and the accumulated paid-in capital reached NT$180,000 thousand.
-
1987 June Established new carbonized wool factory and expanded the second set of carbonized wool machinery and equipment.
-
1988 May Capital increase of NT$153,000 thousand from earnings, and the accumulated paid-in capital reached NT$333,000 thousand.
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-
June Capital increase of NT$72,000 thousand from capital reserves, and the accumulated paid-in capital reached NT$405,000 thousand.
-
1989 March Established a new automated production plant for shrink-proof wool products.
-
May Stock listed.
-
August Capital increase of NT$64,800 thousand from earnings, and the accumulated paid-in capital reached NT$469,800 thousand.
-
1990 December Capital increase of NT$49,956 thousand in cash and NT$14,094 thousand from earnings, and the accumulated paid-in capital reached NT$533,850 thousand. Completed the second phase of wastewater treatment equipment, whose wastewater discharge quality complied with relevant standards. The Zhonghe Wool Building was established.
-
1991 October Capital increase of NT$100,000 thousand in cash, and the accumulated paid-in capital reached NT$633,850 thousand.
-
1992 October Capital increase of NT$63,385 thousand from capital reserves, and the accumulated paid-in capital reached NT$697,235 thousand.
-
1993 July Capital increase of NT$139,447 thousand from earnings, NT$3,836 thousand from employee bonuses, and NT$34,862 thousand from capital reserves, and the accumulated paid-in capital reached NT$875,380 thousand.
-
1994 July Capital increase of NT$61,277 thousand from earnings, NT$3,374 thousand from employee bonuses, and NT$43,769 thousand from capital reserves, and the accumulated paid-in capital reached NT$983,800 thousand.
-
1995 June Capital increase of NT$59,028 thousand from earnings, NT$3,220 thousand from employee bonuses, and NT$39,352 thousand from capital reserves, and the accumulated paid-in capital reached NT$1,085,400 thousand. Completed the gradual replacement of old and new production equipment.
-
2003 July Capital decrease of NT$60,000 thousand, and the accumulated paid-in capital reached NT$1,025,400 thousand.
-
October Capital decrease of NT$8,270 thousand, and the accumulated paid-in capital reached NT$1,017,130 thousand.
-
December Capital decrease of NT$47,130 thousand, and the accumulated paid-in capital reached NT$970,000 thousand.
-
2004 November Capital decrease of NT$30,000 thousand, and the accumulated paid-in capital reached NT$940,000 thousand.
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| 2005 | July | Capital decrease of NT$20,000 thousand, and the accumulated paid-in |
|---|---|---|
| capital reached NT$920,000 thousand. | ||
| Sold the machinery and equipment of Liudu Factory. | ||
| 2006 | April | All the production lines of the Liudu factory were shut down, and the |
| Company was transformed into a company operating triangle trade and | ||
| real estate lease. | ||
| 2010 | January | Sold the Zhonghe Wool Building. |
| September | The Company was relocated at 6F, No. 293, Sec. 2, Tiding Blvd., | |
| Neihu Dist., Taipei City. | ||
| 2018 | February | The major shareholder, Roohsing Co., Ltd., indirectly acquired |
| 53.41% of outstanding ordinary shares of the Company by acquiring | ||
| 100% of equities of Keen Power Investments Limited (Samoa) and | ||
| Sparkling Asia Limited (Belize). | ||
| July | The Company was relocated at 9F-7, No. 57, Fuxing N. Rd., | |
| Zhongshan Dist., Taipei City. | ||
| The Company made reinvestment to establish a 100%-owned | ||
| subsidiary “CW Investment One Limited”. | ||
| August | The Company made reinvestment to establish a 100%-owned | |
| subsidiary “HCW INVESTMENT CO., LTD.” | ||
| December | Disposed of the land and factory at No. 7, Gongjian W. Rd., Qidu Dist., | |
| Keelung City. | ||
| 2019 | December | The subsidiary CW Investment One Limited ceased operations. |
| The major shareholder, Hanshen Asset Management Co., Ltd., | ||
| indirectly acquired 53.41% of the Company’s outstanding ordinary | ||
| shares by acquiring 100% of equities of Roohsing Global Co., Ltd. | ||
| 2020 | February | The Company relocated to 19F, No. 557-1, Sec. 4, Zhongxiao E. Rd., |
| Xinyi Dist., Taipei City. | ||
| November | Signed a joint investment and development agreement with a | |
| cooperative company to obtain “four land parcels at Jiuzong Section, | ||
| Neihu District, Taipei City”. | ||
| 2021 | January | Signed a joint investment and development agreement with a |
| cooperative company to obtain “19 land parcels at Zhongyi Section, | ||
| Tucheng District, New Taipei City”. | ||
| July | Signed a joint investment and development agreement with a | |
| cooperative company to obtain “nine land parcels at Zhongxing | ||
| Section, Sanchong District, New Taipei City”. | ||
| 2022 | June | The shareholders’ meeting reached a resolution to change the |
| Company’s name as “ASCENT DEVELOPMENT CO., LTD.” |
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August Signed a joint investment and development agreement with a cooperative company to obtain “12 land parcels at Zhongyuan Section, Zhonghe District, New Taipei City”. August Obtained a 33% of equities of Hanlin Development Co., Ltd. and obtained more than half of the seats on its board of directors
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Three. Corporate Governance Report
-
I. Organization
-
(I) Organizational structure of the Company
==> picture [473 x 95] intentionally omitted <==
==> picture [473 x 95] intentionally omitted <==
==> picture [473 x 95] intentionally omitted <==
(II) Business activities of main departments
| Main departments | Responsibilities |
|---|---|
| Development and Planning Department |
Collection of information related to the land market, feasibility and benefit assessment and recommendations, planning and design, coordination and integration, progress control and other related matters. |
| Sales & Marketing Department |
Business marketing and business administrative operations such as market trend analysis, sales planning recommendations, and housing market surveys, etc. |
| Construction Department |
Project contract management, construction progress, quality control, on-site supervision and other related matters. |
| Finance and Accounting Department |
Fund allocation, cashier operations and bank financing debt management. Accounting processing, annual accounting planning and execution, and preparation of financial statements. Preparation and control of project budget. |
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| Tax returns and planning. Planning and execution of shareholders services process. |
|
|---|---|
| Administrative Services Department |
Utilization of human resource management and development. Employee recruitment, rewards and punishments, attendance evaluation, salary, education and training, assessment and promotion, and benefits. General procurement and supplier management. Asset management and maintenance. General affairs administration. |
| IT Department | Information demands assessment, cyber security management, outsourced contractor management, and digital development planning, etc. |
| Auditing Office | Responsible for the Company’s auditing and evaluation the design and effectiveness of the internal control system to ensure compliance with the Company’s policies and procedures, and government laws and regulations. Provide improvement recommendations, mitigate operational risks, and strengthen management specifications, etc. Track and review routine audit works and improvement to abnormalities. |
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- II. Background information of directors, supervisors, the President, vice presidents, assistant vice presidents, and heads of various departments and branches
(I) Directors information
- 1.Directors information April 23, 2023
| Title | Nationality of registration place |
Name |
Gender/ Age |
Date elected/ appointed |
Term | Date first elected |
Shareholding when elected |
Shareholding when elected |
Current shareholding |
Current shareholding |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin | Number of shares |
Shareholdin | Title | Name | Relationship | ||||||||||
| Chairman | Republic of China |
Xue Yong Co., Ltd. |
- |
2022.06.23 | 3 years |
2020.02.17 | 10,000 | 10,000 | 0.01% | 3,238,000 | 3.52% | 0 | 0.00% | 0 | - | - | None | None | None | - |
Republic of China |
Xue Yong Co., Ltd. Corporate Represent ative: Chia-Chi Hou |
Female 30-40 |
2022.06.23 | 3 years |
2020.02.17 | 0 |
0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | Master and PhD, Department of Bioengineering , Stanford University Master, Department of Applied Computation, Harvard University Bachelor, Department of Applied Mathematics and Department of Chemical Engineering, Johns Hopkins University Senior Researcher, |
Chairman, Ji-Jia Industrial Co., Ltd. Chairman, Zhuo-Jia Industrial Co., Ltd. Corporate Representative and Chairman, Xue-Yong Co., Ltd. Corporate Representative and Chairman, HAN YANG GLOBAL CO., LTD. Corporate Representative and Chairman, Hanshin Shopping Plaza Co., Ltd. Corporate Representative and Chairman, HANSHIN DEPARTMENT STORE CO., LTD. Corporate |
None |
None | None | - |
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| Title | Nationality of registration place |
Name |
Gender/ Age |
Date elected/ appointed |
Term | Date first elected |
Shareholding when elected |
Shareholding when elected |
Current shareholding |
Current shareholding |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin | Number of shares |
Shareholdin | Title | Name | Relationship | ||||||||||
| Pfizer Inc. | Representative and Chairman, Lien Chung International Asset Management Co., Ltd. Corporate Representative and Chairman, Chung Shen Development Industrial Co. Ltd. Corporate Representative and Chairman, Aquas Sports Culture Co., Ltd. Corporate Representative and Chairman, HCW INVESTMENT CO., LTD. Corporate Representative Director, GRAND HI- LAI HOTEL CO., LTD. Corporate Representative Director, Kaohsiung Arena Development Corporation Corporate Representative Director, Ji Yang |
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| Title | Nationality of registration place |
Name |
Gender/ Age |
Date elected/ appointed |
Term | Date first elected |
Shareholding when elected |
Shareholding when elected |
Current shareholding |
Current shareholding |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin | Number of shares |
Shareholdin | Title | Name | Relationship | ||||||||||
| Construction and Development Co. Ltd. Corporate Representative Director, Hanshin Asset Management Co., Ltd. Corporate Representative Director, Hanshin Investment Co., Ltd. Corporate Representative Director, KUO YANG CONSTRUCTION CO.,LTD. Corporate Representative Director, SHUNGEI INT’L CO., LTD. Corporate Representative Director, Jollify4ever Ltd. Corporate Representative Director, Jollify Creative, Ltd. Director, VERISIK INC. |
||||||||||||||||||||
| Director | Republic of China |
Zu Sheng Internatio |
- |
2022.06.23 | 3 years |
2020.02.17 | 10,000 | 10,000 | 0.01% | 2,233,000 | 2.43% | 0 | 0.00% | 0 | - | - | None | None | None | - |
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| Title | Nationality of registration place |
Name |
Gender/ Age |
Date elected/ appointed |
Term | Date first elected |
Shareholding when elected |
Shareholding when elected |
Current shareholding |
Current shareholding |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin | Number of shares |
Shareholdin | Title | Name | Relationship | ||||||||||
| nal Co., Ltd. |
||||||||||||||||||||
| Republic of China |
Zu Sheng Internatio nal Co., Ltd. Corporate Represent ative: Ming-Yu Huang |
Male 60-70 |
2022.06.23 | 3 years |
2019.12.23 | 0 |
0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | Department of Accounting, Soochow University Deputy Principal, PwC Taiwan Vice Chairman, PwC Management Consulting Co. Ltd. Director, 2nd term of the 1st Board and Supervisor, 2nd Board, National Federation of CPA Associations of the R.O.C. |
Chairman, Chuang- Cheng Investment Consultancy Co., Ltd. Chairman, Chuang- Cheng Won-Won Investment Consultancy Co., Ltd. Independent Director, HOTAI FINANCE CO., LTD. Independent Director, ZINWELL CORPORATION Independent Director, TRK Corporation Independent Director, Solomon Technology Corporation Corporate Representative Director, Nankang Rubber Tire Corp., Ltd. Corporate Representative Director, Bole Film Co., Ltd. Corporate Representative Director, Jollify4ever |
None |
None | None | - |
15
| Title | Nationality of registration place |
Name |
Gender/ Age |
Date elected/ appointed |
Term | Date first elected |
Shareholding when elected |
Shareholding when elected |
Current shareholding |
Current shareholding |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin | Number of shares |
Shareholdin | Title | Name | Relationship | ||||||||||
| Ltd. Corporate Representative Director, Jollify Creative, Ltd. Corporate Representative Director, Crazy Play Inc. |
||||||||||||||||||||
| Director | Republic of China |
Yuan- Zhong Co., Ltd. |
- | 2022.06.23 | 3 years |
2020.02.17 | 10,000 | 10,000 | 0.01% | 4,083,000 | 4.44% | 0 | 0.00% | 0 | - | - | None | None | None | - |
| Republic of China |
Yuan- Zhong Co., Ltd. Corporate Represent ative: Chang Hsu |
Male 60-70 |
2022.06.23 | 3 years |
2020.02.17 | 0 |
0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | Master of Crime Prevention and Corrections, Central Police University Commander, Military Police, Ministry of Defense Commander, Special Service Center, National Security Bureau |
None |
None | None | None | - | |
| Director | Republic of China |
Zu Sheng Internatio nal Co., Ltd. |
- |
2022.06.23 | 3 years |
2020.02.17 | 10,000 | 10,000 | 0.01% | 2,233,000 | 2.43% | 0 | 0.00% | 0 | - | - | None | None | None | - |
| 16 |
| Title | Nationality of registration place |
Name |
Gender/ Age |
Date elected/ appointed |
Term | Date first elected |
Shareholding when elected |
Shareholding when elected |
Current shareholding |
Current shareholding |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin | Number of shares |
Shareholdin | Title | Name | Relationship | |||||||||||
| Republic of China |
Zu Sheng Internatio nal Co., Ltd. Corporate Represent ative: Chien- Ting Chen |
Male 50-60 |
2022.06.23 | 3 years |
2020.02.17 | 0 |
0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | Master, Institute of Business Administration, National Taiwan University Department of Electrical Engineering, National Taiwan University Vice President, China Development Financial Holding Corporation/De velopment Technology Consultancy Co, Ltd. Senior Vice President, Lien Chuang Investment Co., Ltd Supervisor, AMICCOM ELECTRONIC S |
Director, CELXPERT ENERGY CORPORATION Corporate Representative Director, Visual Photonics Epitaxy Co., Ltd |
None |
None | None | - |
17
| Title | Nationality of registration place |
Name |
Gender/ Age |
Date elected/ appointed |
Term | Date first elected |
Shareholding when elected |
Shareholding when elected |
Current shareholding |
Current shareholding |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin | Number of shares |
Shareholdin | Title | Name | Relationship | ||||||||||
| CORPORATI ON |
||||||||||||||||||||
| Independe nt Director |
Republic of China |
Teng- Cheng Liu |
Male 70-80 |
2022.06.23 | 3 years |
2020.02.17 | 0 |
0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | Master, Department of International Business (Administratio n), National Taiwan University Bachelor, Department of Law, National Taiwan University Chairman of various financial holdings and banks, including Taiwan Cooperative Bank, Bank of Taiwan, and Hua Nan Bank Director- General and Deputy Minister Chairman, National Credit |
None |
None | None | None | - |
18
| Title | Nationality of registration place |
Name |
Gender/ Age |
Date elected/ appointed |
Term | Date first elected |
Shareholding when elected |
Shareholding when elected |
Current shareholding |
Current shareholding |
Shares held by spouse and underage children |
Shares held by spouse and underage children |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent duties in the Company and in other companies |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Spouse or relatives of second degree or closer acting as directors, supervisors, or department heads |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin g percentage |
Number of shares |
Shareholdin | Number of shares |
Shareholdin | Title | Name | Relationship | ||||||||||
| Card Center of R.O.C. |
||||||||||||||||||||
| Independe nt Director |
Republic of China |
Chieh- Min Liu |
Male 70-80 |
2022.06.23 | 3 years |
2020.02.17 | 0 |
0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | Master, Insitute of Law, Chinese Culture University Judge, Supreme Court |
Principal Lawyer, Diao-Ding Law Firm |
None |
None | None | - |
| Independe nt Director |
Republic of China |
Hung- Mao Tien |
Male 80-90 |
2022.06.23 | 3 years |
2018.06.08 | 0 |
0 | 0.00% | 0 | 0.00% | 0 | 0.00% | 0 | PhD of Political Science, University of Wisconsin, the U.S. Chairman, Straits Exchange Foundation |
Senior Advisors to the President Chairman and Chief Director, Institute for National Policy Research Highest Advisor, Chinese National Federation of Industries Independent Director, Cal-Comp Electronics (Thailand) Public Company Limited |
None |
None | None | - |
19
2.Major shareholders of corporate shareholders:
April 23, 2023
| April 23, 2023 | ||
|---|---|---|
| Name of Corporate Director | Major Shareholders of Corporate Shareholders | Ownership Held by the Company |
| Xue Yong Co., Ltd. | Chia-Chi Hou | 80.00% |
| Wei Jun International Development Co., Ltd. | 19.80% | |
| Hsi-Feng Hou | 0.20% | |
| Zu Sheng International Co., Ltd. | Qi Xuan Enterprise Co., Ltd. | 99.67% |
Da Yong Co., Ltd. |
0.26% | |
| Hsi-Feng Hou | 0.07% | |
| Yuan-Zhong Co., Ltd. | Wei Jun International Development Co., Ltd. | 97.74% |
| Han Guang Co., Ltd. | 1.21% | |
| Hsi-Feng Hou | 1.05% |
3.The major shareholders of corporate shareholders are the major shareholders of the legal persons (the names of the top ten shareholders and their ownership):
April 23, 2023
| April 23, 2023 | ||
|---|---|---|
| Name of Corporate Director | Major Shareholders of Corporate Shareholders | Ownership Held by the Company |
| Wei Jun International Development Co., Ltd. |
Zhuo Jia Enterprise 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% | |
| Hsi-Feng Hou | 1.70% |
20
| Name of Corporate Director | Major Shareholders of Corporate Shareholders | Ownership Held by the Company |
|---|---|---|
| Qi Xuan Enterprise Co., Ltd. | Gao Pin Co., Ltd. | 64.94% |
| Ji Zan Enterprise Co., Ltd. | 35.05% | |
| Hsi-Feng Hou | 0.01% | |
| Da Yong Co., Ltd. | Hsi-Feng Hou | 100.00% |
| Han Guang Co., Ltd. | Guo Pin Development Construction Enterprise Co.,Ltd. |
99.90% |
| Hsi-Feng Hou | 0.10% |
21
4.Directors’ expertise and independence:
| Criteria Name |
Professional qualifications and experience |
Independence status | Number of positions as independent director in other public companies |
|---|---|---|---|
| Xue Yong Co., Ltd. Representative: Chia-Chi Hou |
Graduated from the Department of Bioengineering of Stanford University with a Ph.D. degree, currently serving as the chairman of the Company, the representative and chairman of Hanshin Shopping Plaza and the representative and director of several other listed and public companies, she has the relevant work experience of more than five years and the ability of professional leadership, marketing, operation management and strategic planning, allowing her to lead the Company towards sustainable operation. |
Does not meet any of the conditions stated in Article 30 of The Company Act. |
0 |
| Zu Sheng International Co., Ltd. Representative: Ming-Yu Huang |
Graduated from the Department of Accounting of Soochow University, currently serving as the chairman of Chuancheng Investment Consulting Co., Ltd., the chairman of Chuancheng Wangwang Investment Co., Ltd., and the representative and director of several other companies,. he is a certified public accountant with a work experience of more than five years in business, finance, accounting and corporate business, and specializing in corporate finance and accounting with a rich experience in industrial planning. |
Does not meet any of the conditions stated in Article 30 of The Company Act. |
3 |
| Yuan-zhong Co., Ltd. Representative: Chang Hsu |
Graduated from the Department of Crime Prevention and Corrections of Central Police University with a master’s degree, currently serving as the Director of the company, he has more than five years of work experience in business, legal affairs and corporate business, and the legal expertise and ability in corporate strategies planning. |
Does not meet any of the conditions stated in Article 30 of The Company Act. |
0 |
22
| Criteria Name |
Professional qualifications and experience |
Independence status | Number of positions as independent director in other public companies |
|---|---|---|---|
| Zu Sheng International Co., Ltd. Representative: Chien-Ting Chen |
Graduated from the Department of Business Administration of National Taiwan University with a master’s degree, he is currently serving as the director of CELXPERT ENERGY CORPORATION, has more than five years of work experience in business, finance and corporate business, and is specialized in market strategies and investment planning, and responsible for providing professional recommendations on investment planning by the Company. |
Does not meet any of the conditions stated in Article 30 of The Company Act. |
0 |
| Teng-Cheng Liu | Graduated from the National Taiwan University with a master’s degree in International Business (Administration), he has more than five years of work experience in business, legal affairs, finance, accounting and corporate business, and is specialized in corporate operations and professional financial planning. |
During the two-year period before the election and during the tenure, the following independent evaluation conditions have been fully met: (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 affiliated companies (this restriction does not apply to concurrent independent director positions in the Company, its parent Company, subsidiary, or another subsidiary of the parent that is compliant with the Securities and Exchange Act or local laws). (3) Does not hold more than 1% of the Company’s outstanding shares in their own names or under the name of spouse, underage children, or proxy shareholder; nor is a top-10 natural-person shareholder of the Company. (4) Not a spouse, relative within the second degree of kinship or lineal relative within the third degree of kinship, of any of the above persons listed in (2) and (3) or of the manager listed in (1). |
0 |
| Chieh-Min Liu | Graduated from the Graduate Institute of Laws of the Chinese Culture University with a master’s degree, he is currently the Managing Partner of Tiaoding Law Office, a certified lawyer, and has more than five years of work experience in business, legal affairs, finance, accounting and corporate business, and is specializing in finance and laws, which can provide the Company with professional legal consultation. |
0 |
|
| Hung-Mao Tien | Graduated from the University of Wisconsin with a Ph.D. degree in Political Science, currently serving as the chairman and president of the Institute for National Policy Research, the Cultural, and the chief consultant of the Chinese National Federation of Industries. He has a |
1 |
23
| Criteria Name |
Professional qualifications and experience |
Independence status | Number of positions as independent director in other public companies |
|---|---|---|---|
| work experience of more than five years in business, finance, accounting, and corporate business, a rich international perspective, and is specializing in financial professional fields and industrial planning. |
(5) Not a director, supervisors or employee of any corporate shareholder that: 1. holds 5% or more of the Company’s outstanding shares; 2. is a top-5 shareholder; or appoints director/supervisors representative in the Company according to Paragraph 1 or 2, Article 27 of The Company Act. (This excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiary of the parent Company that are compliant with the Act or local laws). (6) Not a director, supervisors or employee of any other Company that controls directorship in the Company or where more than half of total voting rights are controlled by a single party (this excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiary of the parent Company that are compliant with the Act or local laws). (7) Does not assume concurrent duty as Chairman, President or equivalent role, and is not a director, supervisors or employee of another Company or institution owned by spouse. (This excludes concurrent independent director positions held within the Company and its parent/subsidiary, or in other subsidiary of the parent Company that are compliant with the Act or local laws). (8) Not a director, supervisor, manager, or shareholder with more than 5% ownership interest in any Company or institution that has a financial or business relationship with the Company (however, this excludes |
24
| Criteria Name |
Professional qualifications and experience |
Independence status | Number of positions as independent director in other public companies |
|---|---|---|---|
| concurrent independent director positions held within companies or institutions that hold more than 20% but less than 50% outstanding shares of the Company, or in the Company’s parent or subsidiary, or in another subsidiary of the parent that is compliant with the Act or local laws). (9) Not a professional individual or an owner, partner, director, supervisor or managerial officers of a sole proprietorship, partnership, company or institution that, provides auditing or commercial, legal, financial, accounting services, which receive less than NT$500,000 in accumulated remuneration the most recent two years, to the company or to any affiliated company, or a spouse thereof. This excludes roles as Remuneration Committee, Public Acquisition Review Committee or M&A Special Committee member appointed in accordance with the Securities and Exchange Act or Business Mergers and Acquisitions Act. (10) Not a spouse or relative of second degree or closer to any other directors. (11) Does not meet any of the conditions stated in Article 30 of The Company Act. (12) Not elected as a government or corporate representative, as described in Article 27 of The Company Act. |
25
5.Diversity and independence of Board of Directors:
-
(1)Diversification of the board of directors: Article 20 of the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies” states that diversity shall be considered in terms of the composition of the board of directors. The Company does not have over one*third of the total directors who concurrently serve as the managers of the Company, and the Company has also formulated adequate diversification guidelines for business operation model and development needs, which would include but not limited to the standards for the following two major aspects:
-
A. Basic requirements and values: Gender, age, nationality, and culture.
-
B. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing or technology), professional skills, and industry experience.
| Title | Nation ality |
Name | Gen der |
Age (Y.O.) | Age (Y.O.) | Age (Y.O.) | Professionalism | Professionalism | Professionalism | Overall ability | Overall ability | Overall ability | Overall ability | Overall ability | Overall ability | Overall ability | Overall ability |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 59 or less |
60 to 69 |
70 or above |
Leg al |
Account ing/ finance |
Information technology |
Operating judgement |
Accoun ting and Financi al Analysi s |
Business Management |
Crisis management |
Knowledge of the industry. |
International market perspective |
Leader ship |
Decision- making |
||||
| Chairman | Republ ic of China |
Represent ative of Xue Yong Co., Ltd.: Chia-Chi Hou |
Fem ale |
◎ | ◎ | Great | Great | Great | Great | Great | Great | Great | Great | ||||
| Director | Republ ic of China |
Represent ative of Zu Sheng Internatio nal Co., |
Mal e |
◎ | ◎ | Great | Great | Good | Great | Great | Great | Great | Great |
26
| Ltd.: Ming-Yu Huang |
|||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Director | Republ ic of China |
Yuan- zhong Co., Ltd. Represent ative: Chang Hsu |
Mal e |
◎ | ◎ | Great | Good | Great | Great | Good | Great | Great | Great | ||||
| Director | Republ ic of China |
Represent ative of Zu Sheng Internatio nal Co., Ltd.: Chien- Ting Chen |
Mal e |
◎ | ◎ | Great | Great | Good | Good | Great | Great | Great | Great | ||||
| Independent Director |
Republ ic of China |
Teng- Cheng Liu |
Mal e |
◎ | ◎ | ◎ | Great | Great | Great | Great | Great | Great | Great | Great | |||
| Independent Director |
Republ ic of China |
Chieh- Min Liu |
Mal e |
◎ | ◎ | Great | Good | Great | Great | Great | Great | Great | Great | ||||
| Independent Director |
Republ ic of China |
Hung- Mao Tien |
Mal e |
◎ | ◎ | Great | Great | Great | Great | Great | Great | Great | Great |
27
- (2)The management objectives and achievement of the Company’s diversification policies are as follows:
| Management objectives | Achievement status |
|---|---|
| No more than one third of the directors are concurrently serving as the managers of the Company |
Achieved |
| No more than three consecutive terms of office for independent directors | Achieved |
| At least one seat of the director is a female | Achieved |
| Sufficient and diversified professional knowledge and skills and professional background |
Achieved |
(3)Independence of the Board of Directors:
There is one female director (accounting for 14%) for the current board of directors; three independent directors (accounting for 43%) have a tenure of 3 years or less; and there are no directors being concurrently the employee; three of the directors are 70 years old or above, 2 are between 60 and 69 years old and 2 are under 59 years old, and neither of them has any of the conditions specified in Paragraphs 3 and 4 of Article 26-3 of the Securities and /Exchange Act.
28
(II) Background information of the President, vice presidents, assistant vice presidents, and heads of departments and branch offices
April 23, 2023
| Title | Nationalit y |
Name | Gende r |
Date elected/appointed |
Shareholding | Shareholding | Shares held by spouse, underage dependents |
Shares held by spouse, underage dependents |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent positions in other companies |
Spouse or relatives of second degree or closer acting as managers |
Spouse or relatives of second degree or closer acting as managers |
Spouse or relatives of second degree or closer acting as managers |
Not e |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Title | Name | Relationship | ||||||||
| President | Republic of China |
Hsien-Wen Liu |
Femal e |
2019.12.23 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | President, CROWELL DEVELOPMENT CORP. Associate Vice President, Kaohsiung Arena Development Corporation Special Assistant to President, Sales Associate Vice President, Power International Development Co., Ltd. Special Assistant to President, KUO YANG CONSTRUCTION CO.,LTD |
Corporate Representative Director, Kuo Hsieh Construction Industrial Co., Ltd. Corporate Representative Director, Pu-Li Management Consulting Co. Ltd. Corporate Representative Director, HCW INVESTMENT CO., LTD. President, Hanlin Development Co., Ltd. |
None | None | None | - |
| Manager, Finance and Accounting Department Accounting Officer Finance Officer Corporate Governance Officer |
Republic of China |
Chien-Chang Luo |
Male |
2021.09.17 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master in Finance, George Washington University Vice President, Hanshen Asset Management Co., Ltd. Assistant Vice President, Strategic Development Department, Shin Kong Life Insurance Co., Ltd. Chief, M&A Consultancy Team, EY Transaction Advisory Services Inc. Senior Advisor, KPMG Assurance Services Co., Ltd. |
Corporate Representative Director, HCW INVESTMENT CO., LTD. Corporate Representative Director, Hanlin Development Co., Ltd. Supervisor, Jollify4ever Ltd. Supervisor, Jollify Creative, Ltd. |
None | None | None | - |
| Development and Planning Department Manager |
Republic of China |
Shang-Ren Chou |
Male | 2022.07.01 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Manager of Land Development, SINCERE HONOR INDUSTRIAL LIMITED Chief of Development, KUO YANG CONSTRUCTION CO.,LTD |
None | None | None | None | - |
| Administrativ e Services Department Manager |
Republic of China |
Ching-Hsuan Lin |
Femal e |
2022.03.30 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Master of International Business Administration, Chinese Culture University Vice Manager of HR, Administration Department, TING HO DEVELOPMENT CO., LTD. Vice Manager of HR, General Management Division, Chen-Li Education Enterprise Co., Ltd. Manager, HR and Administration Department, Operation and Management Division, LMA LINKMED ASIA, INC Vice Manager of HR, Administration Department, and Secretary of |
None | None | None | None | - |
29
| Title | Nationalit y |
Name | Gende r |
Date elected/appointed |
Shareholding | Shareholding | Shares held by spouse, underage dependents |
Shares held by spouse, underage dependents |
Shares held in the names of others |
Shares held in the names of others |
Main career (academic) achievements |
Concurrent positions in other companies |
Spouse or relatives of second degree or closer acting as managers |
Spouse or relatives of second degree or closer acting as managers |
Spouse or relatives of second degree or closer acting as managers |
Not e |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Number of shares |
Shareholding percentage |
Title | Name | Relationship | ||||||||
| Chairman, HORIZON SECURITIES CO., LTD., Forwin Securities Investment Consulting Co., Ltd. |
||||||||||||||||
| Auditing Office Vice Manager |
Republic of China |
Hui-Chun Tsui |
Femal e |
2023.03.27 | 0 | 0.00% | 0 | 0.00% | 0 | 0.00% | Associate Bachelor, Business Administration, China University of Technology Manager of Audit, Taiwan Cooperative Securities Investment Trust Co., Ltd. Manager of Audit, SINO TACTFUL CO., LTD. Vice President of Management, FASHIONGUIDE CO., LTD. Assistant Vice President of Marketing, OTSUKA INFORMATION TECHNOLOGY CORP. Assistant Vice President of Audit, First Securities Investment Trust Company Limited Assistant Vice President of Audit, Union Securities Investment Trust Co.,Ltd. |
None | None | None | None | - |
30
(III) Remuneration paid to directors, supervisors, General Manager, and vice presidents for the most recent fiscal year (2022)
1.Remuneration to non-independent and independent directors
Unit: Share; NT$1 thousand
| Title | Name | Director compensation |
Director compensation |
Director compensation |
Director compensation |
Director compensation |
Director compensation |
Director compensation |
Director compensation |
~~S~~um of A, B, C and~~D~~ as a percentage of net income (%) |
~~S~~um of A, B, C and~~D~~ as a percentage of net income (%) |
~~S~~um of A, B, C and~~D~~ as a percentage of net income (%) |
Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Sum of A, B, C, D, E, F and G as a percentage of net income (%) |
Sum of A, B, C, D, E, F and G as a percentage of net income (%) |
Sum of A, B, C, D, E, F and G as a percentage of net income (%) |
Compensati on from invested businesses other than subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) |
Pension (B) | Remuneration of directors (C) |
Fees for services rendered (D) |
Salaries, bonuses, special allowances etc. (E) |
Retirement Pension (F) |
Employee Remuneration (G) |
||||||||||||||||||
| The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
Sum of A, B, C and D |
The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
The Company |
All companies included in the financial statements |
The sum of A, B, C, D, E, F, and G |
The Compan y |
All compani es included in the financial statemen ts |
|||||
Cash amoun t |
Stock amoun t |
Cash amoun t |
Stock amoun t |
|||||||||||||||||||||
| Chairma n |
Xue Yong Co., Ltd. Representat ive: Chia- Chi Hou |
600 | 600 | 0 | 0 | 0 | 0 | 0 | 0 | 600 | 0.57 | 0.42 | 3,030 | 3,030 | 0 | 0 | 0 | 0 | 0 | 0 | 3,63 0 |
3.44 | 2.53 | 0 |
| Director | Zu Sheng Internationa l Co., Ltd. Representat ive: Ming- Yu Huang |
600 | 600 | 0 | 0 | 0 | 0 | 0 | 0 | 600 | 0.57 | 0.42 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 600 | 0.57 | 0.42 | 0 |
| Director | Yuan-zhong Co., Ltd. Representat ive: Chang Hsu |
600 | 600 | 0 | 0 | 0 | 0 | 0 | 0 | 600 | 0.57 | 0.42 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 600 | 0.57 | 0.42 | 0 |
| Director | Zu Sheng Internationa l Co., Ltd. Representat ive: Chien- Ting Chen |
600 | 600 | 0 | 0 | 0 | 0 | 0 | 0 | 600 | 0.57 | 0.42 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 600 | 0.57 | 0.42 | 0 |
| Independ ent Director |
Teng-Cheng Liu |
900 | 900 | 0 | 0 | 0 | 0 | 80 | 80 | 980 | 0.93 | 0.68 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 980 | 0.93 | 0.68 | 900 |
31
| Title | Name | Director compensation |
Director compensation |
Director compensation |
Director compensation |
Director compensation |
Director compensation |
Director compensation |
Director compensation |
~~S~~um of A, B, C and~~D~~ as a percentage of net income (%) |
~~S~~um of A, B, C and~~D~~ as a percentage of net income (%) |
~~S~~um of A, B, C and~~D~~ as a percentage of net income (%) |
Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Compensation received as employee | Sum of A, B, C, D, E, F and G as a percentage of net income (%) |
Sum of A, B, C, D, E, F and G as a percentage of net income (%) |
Sum of A, B, C, D, E, F and G as a percentage of net income (%) |
Compensati on from invested businesses other than subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) |
Pension (B) | Remuneration of directors (C) |
Fees for services rendered (D) |
Salaries, bonuses, special allowances etc. (E) |
Retirement Pension (F) |
Employee Remuneration (G) |
||||||||||||||||||
| The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
Sum of A, B,C and D |
The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
The Compan y |
All compani es included in the financial statemen ts |
The Company |
All companies included in the financial statements |
The sum of A, B, C, D, E, F, and G |
The Compan y |
All compani es included in the financial statemen ts |
|||||
Cash amoun t |
Stock amoun t |
Cash amoun t |
Stock amoun t |
|||||||||||||||||||||
| Independ ent Director |
Chieh-Min Liu |
900 | 900 | 0 | 0 | 0 | 0 | 80 | 80 | 980 | 0.93 | 0.68 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 980 | 0.93 | 0.68 | 900 |
| Independ ent Director |
Hung-Mao Tien |
900 | 900 | 0 | 0 | 0 | 0 | 80 | 80 | 980 | 0.93 | 0.68 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 980 | 0.93 | 0.68 | 900 |
Note: 1. The remuneration of the directors of the Company complies with Article 26 of the Company’s Articles of Incorporation, that the remuneration within 2% of the year’s profit may be provided to the directors for the same year, and the remuneration will be submitted to the Remuneration Committee and the Board for review.
- In addition to the information disclosed in the above table, the remuneration received by the Company’s directors in the most recent fiscal year of service provision to all entities in the financial statements (including serving as the non-employee consultants of the parent company/all companies included in the financial statements/reinvested businesses): None.
32
2.Remuneration Paid to General Manager and Vice Presidents:
Unit: Share; NT$1 thousand
| Title | Name | Salary (A) | Salary (A) | Pension (B) | Pension (B) | Bonuses, and Allowances (C) |
Bonuses, and Allowances (C) |
Employee Earnings Distribution (D) | Employee Earnings Distribution (D) | Employee Earnings Distribution (D) | Employee Earnings Distribution (D) | Sum of A, B, C and D as a percentage of net income (%) |
Sum of A, B, C and D as a percentage of net income (%) |
Sum of A, B, C and D as a percentage of net income (%) |
Compensation from invested businesses other than subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company | All companies included in the financial statements |
Sum of A, B, C and D |
The Company |
All companies included in the financial statements |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
||||||||||||
| President | Hsien- Wen Liu |
2,183 | 2,183 | 0 | 0 | 547 | 547 | 0 | 0 | 0 | 0 | 2,730 | 2.59 | 1.90 | 0 |
3.The remuneration of the top five highest paid executives of listed/public companies:
Expressed in thousands of NTD
| Title | Name | Salary (A) | Salary (A) | Pension (B) | Pension (B) | Bonuses, and Allowances (C) |
Bonuses, and Allowances (C) |
Employee Earnings Distribution (D) |
Employee Earnings Distribution (D) |
Employee Earnings Distribution (D) |
Employee Earnings Distribution (D) |
Sum of A, B, C and D as a percentage of net income (%) |
Sum of A, B, C and D as a percentage of net income (%) |
Sum of A, B, C and D as a percentage of net income (%) |
Compensation from invested businesses other than subsidiaries |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company |
All companies included in the financial statements |
The Company | All companies included in the financial statements |
Sum of A, B, C and D |
The Company |
All companies included in the financial statements |
|||||
| Cash amount |
Stock amount |
Cash amount |
Stock amount |
||||||||||||
| President | Hsien- Wen Liu |
2,183 | 2,183 | 0 | 0 | 547 | 547 | 0 | 0 | 0 | 0 | 2,730 | 2.59 | 1.90 | 0 |
| Manager, Finance and Accounting Department Accounting Officer Finance Officer Corporate Governance Officer |
Chien- Chang Luo |
1,190 | 1,190 | 0 | 0 | 200 | 200 | 0 | 0 | 0 | 0 | 1,390 | 1.32 | 0.97 | 0 |
33
-
4.Employee Remuneration Distributed to Managerial Officers and Distribution Situation: None.
-
(IV) Amount of compensation paid in the last 2 years by the company and all companies included in the consolidated financial statements to the company’s directors, President, and vice presidents and their respective percentages to net income, as well as the policies, standards and packages by which they were paid, the procedures through which compensations were determined, and their association with business performance and future risks.
-
1.Analysis of the total remuneration paid by the Company and all firms disclosed in the consolidated financial statements, as a percentage of net income in the standalone financial reports, to directors of the board, the President and vice presidents during the most recent two years:
| Expressed in thousands of NTD | ||
|---|---|---|
| Year Items |
2022 (Restated) |
2021 |
| Net income after tax | 141,202 | 105,395 |
| Percentage of Remuneration Paid to Directors |
3.61 | 4.84 |
| Percentage of Remuneration Paid to President and Vice Presidents |
2.08 | 2.59 |
-
2.Description of the policies, criteria and composition of compensation; the procedures to determine compensation, and their interrelationship with business performance and future risks:
-
(1)Remuneration policies, standards, and packages
The Company’s independent directors receive fixed remunerations; for the remaining directors, their remunerations are handled in accordance with Articles 15 and 18 of the Company’s Articles of Incorporation, while comprehensively considering the Company’s overall operating performance and individual directors’ self-evaluation results. In addition, the Company has established the Remuneration Committee and the “Procedures for the Remunerations of Directors, Independent Directors and Managerial Officers,” to review and evaluate the remuneration policies, system, standards and structure from time to time, and report such to the board meetings for resolutions. The Company has established the “Rules for Performance Evaluation of Board of Directors” to evaluate the board members, and report to the Remuneration Committee and the Board. The evaluation criteria include: alignment of the goals and missions of the company; awareness of the duties of a director; participation in the operation of the company; management of internal relationship and
34
communication; the director’s professionalism and continuing education; and internal control, for total six aspects and 23 items.
- Article 15: All directors may receive travel expenses of the amount determined by the Board of Directors.
The remuneration of directors is authorized at the meetings of the Board of Directors based on their level of participation in and contribution to the Company’s operation. The remuneration follows the standards among the industry peers.
-
Article 18: The Company shall use the current year’s pre-tax profits to deduct the benefits before distributing employee remuneration and director’s remuneration. After retaining to make up for the accumulated losses, if there is any balance, it shall allocate 0.5% to 5% of such balance as employees’ remuneration, and the directors’ remuneration shall not exceed 2%.
-
Decisions on distribution ratio of employees’ and directors’ remuneration, and whether the employees’ remuneration shall be distributed in stocks or cash shall be made by the meeting of Board of Directors attended by more than two-thirds of the directors and the resolution approved by more than half of the directors present, which shall be reported to the shareholders’ meeting.
Those entitled to receive employees’ remuneration in the forms of stocks or cash may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the board of directors or its authorized personnel.
The remuneration of directors can only be paid in cash, and the independent directors of the Company are not included in the annual remuneration distribution.
The remuneration of the Company’s managerial officers complies with the “Procedures for the Remunerations of Directors, Independent Directors and Managerial Officers.” The related bonus is paid based on the Company’s annual operating performance, financial position, and operation status. In case of making profit, as provided in Article 18 of the Articles of Incorporation, 0.5% to 5% shall be provided as employee remuneration. The managerial officers’ remuneration distribution is submitted to the Remuneration Committee for deliberation before to be resolved by the Board, pursuant to the “Procedures for the Remunerations of Directors, Independent Directors and Managerial Officers.”
Article 16: The Company may create managerial positions including one position for the President and several ones for managers. Appointment, dismissal and remuneration of whom shall comply with Article 29 of the Company Act.
(2)Procedure for determining remuneration
35
The Company has established the Remuneration Committee and the “Procedures for the Remunerations of Directors, Independent Directors and Managerial Officers,” to review and evaluate the remuneration policies, system, standards and structure from time to time, and report such to the board meetings for resolutions. The Company has established the “Rules for Performance Evaluation of Board of Directors” to evaluate the board members, and report to the Remuneration Committee and the Board.
The 2022 performance evaluation results of the Company’s Board, board members, and members of various functional committees all significantly exceeded the benchmarks, and the performance of managerial officers all met the requirements of the intended targets.
(3)Linkage to operating performance and future risk exposure.
The review of the Company’s remuneration policy, related payment standards, and systems, mainly considers the overall operating conditions, operating performance, and contribution, to improve the overall organization and team effectiveness of the Board and managerial officers, while referring to the industry’s common standards, to ensure that the compensations of the Company’s management are competitive in the industry.
Key management decisions of the Company take various risk factors into consideration, and the performance of the decisions are reflected in the profitability of the Company, and the compensation of the management level is related to the effectiveness of risk management. The remuneration paid to managerial officers includes long-term incentives that are not paid in full in the year of earnings, for sharing the future operating risks with the Company.
36
III. Implementation status of corporate governance
- (I) Operation of the board of directors:
The board of directors meeting has been convened 7 times (A) in the most recent year
(2022):
| Title | Title | Name | Name | Actual attendance (B) |
Number of proxy attendants |
Number of proxy attendants |
Attendance Rate (%) [B/A] |
Attendance Rate (%) [B/A] |
Note | |
|---|---|---|---|---|---|---|---|---|---|---|
| Chairman | Xue Yong Co., Ltd. Representative: Chia-Chi Hou |
7 | 0 | 100.00 | ||||||
| Director | Zu Sheng International Co., Ltd. Representative: Ming-Yu Huang |
6 | 1 | 85.71 | ||||||
| Director | Yuan-zhong Co., Ltd. Representative: Chang Hsu |
7 | 0 | 100.00 | ||||||
| Director | Zu Sheng International Co., Ltd. Representative: Chien-Ting Chen |
7 | 0 | 100.00 | ||||||
| Independent Director |
Teng-Cheng Liu | 7 | 0 | 100.00 | ||||||
| Independent Director |
Chieh-Min Liu | 7 | 0 | 100.00 | ||||||
| Independent Director |
Hung-Mao Tien | 7 | 0 | 100.00 | ||||||
| Other matters that shall be recorded: I. Where the operation of the Board of Directors meets any of the following circumstances, the minutes concerned shall clearly state the meeting date, term, contents of motions, opinions of all independent directors and the Company’s resolution of said opinions: (I) Matters specified in Article 14-3 of the Securities and Exchange Act: Details pages 73 to 79. (II) Other than the preceding matters, matters resolved at the Board of Directors’ meeting at which an independent director has a dissenting opinion or qualified opinion have been recorded or a written statement has been made: No such situation. II. The recusal of directors for proposals concerning their interests: Board Meeting Date Name of Director Proposal Reasons for avoiding conflict of interest Participation in voting process 2022.01.12 Chia-Chi Hou Proposal of distribution of bonuses to the Chairman for FY2021 The Director who recused is the party concerned of this Proposal Withdrew from the discussion and voting of this Proposal 2022.08.10 Chia-Chi Hou Proposal of the purchase of 33% of equities of Hanlin Development Co., Ltd. by the Company in order to The recusing director serves as the director of the company which is the counterparty of this transaction Withdrew from the discussion and voting of this Proposal |
||||||||||
| Board Meeting Date |
Name of Director |
Proposal | Reasons for avoiding conflict of interest |
Participation in voting process |
||||||
| 2022.01.12 | Chia-Chi Hou | Proposal of distribution of bonuses to the Chairman for FY2021 |
The Director who recused is the party concerned of this Proposal |
Withdrew from the discussion and voting of this Proposal |
||||||
| 2022.08.10 | Chia-Chi Hou | Proposal of the purchase of 33% of equities of Hanlin Development Co., Ltd. by the Company in order to |
The recusing director serves as the director of the company which is the counterparty of this transaction |
Withdrew from the discussion and voting of this Proposal |
37
control the business operation of Hanlin Development
III. The listed and OTC companies should disclose information regarding the assessment period and duration, assessment scope, method and assessment content of the board of directors’ self (or peer) assessment and fill out the table of implementation status of the board of directors’ assessment).
| assessment). | assessment). | assessment). | assessment). | assessment). |
|---|---|---|---|---|
| (I) The evaluation cycles and periods, scope, methods and content of the evaluation: |
||||
| Evaluation cycle |
Assessment duration |
Scope of assessment |
Assessment methods | Assessment contents |
| Conduct once a year |
2022.01.01 ~ 2022.12.31 |
1.The Board as a whole 2.Individual directors 3.Functional committee |
Including the internal self-evaluation of the Board, the self- evaluation and peer evaluation of board members; each appraisal item (indicator) are scored as “Excellent (5), Good (4), Moderate (3), Poor (2) and Very Poor (1).” |
The internal performance evaluation of the Board for 2022 was executed by the Remuneration Committee, and reported to the Board, including the self-evaluation of the Board performance, the self-evaluation of board members’ performance, and self-evaluation of functional committees’ performance |
(II) Implementation of Evaluations of the Board of Directors:
The Company approved the “Rules for Performance Evaluation of Board of Directors” on December 21, 2018, requiring the performance evaluations shall be conducted to the Board and the board members at least once a year. For the internal evaluation, the annual performance evaluation shall be conducted at the end of every year pursuant to the Rules. The measurement items of the performance evaluations for the Board cover the follow aspects:
1. The measurement items of the “Self-Evaluation of Board’s Performance” cover the following five 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.
2. The measurement items of the “Self-Evaluation of Board Members’ Performance” cover the following six aspects:
-
(1)Alignment of 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.
The Company completed the performance evaluation of the Board in January 2023 and submitted to the 7th meeting of the 26th Board on March 27, 2023.
- IV. Objectives of enhancing the Board of Directors’ functions, and the evaluation of implementation in the current year and the most recent year: (I) The 2022 internal performance evaluation scores of the board of directors were between
38
excellent and good, which is good, and there are no recommendation and improvement actions for the Board.
-
(II) To strengthen corporate governance, the Company has established the Audit Committee on June 24, 2019, to complement the operation of the board of directors.
-
(III) The Company has purchased liability insurance for directors pursuant to the Articles of Incorporation; the risk of major damage to the Company and shareholders has been reduced and diffused.
39
-
(II) Audit Committee Meeting Status:
-
1.The “Audit Committee” is composed of 3 independent directors. The members’
information is as follows:
| Position | Criteri Name |
a Professional qualifications and experience |
|---|---|---|
| Independent Director (Convener) |
Teng- Cheng Liu |
Graduated from the National Taiwan University with a master’s degree in International Business (Administration), he has more than five years of work experience in business, legal affairs, finance, accounting and corporate business, and is specialized in corporate operations and professional financial planning. |
| Independent Director |
Chieh-Min Liu |
Graduated from the Graduate Institute of Laws of the Chinese Culture University with a master’s degree, he is currently the Managing Partner of Tiaoding Law Office, a certified lawyer, and has more than five years of work experience in business, legal affairs, finance, accounting and corporate business, and is specializing in finance and laws, which can provide the Company with professional legal consultation. |
| Independent Director |
Hung-Mao Tien |
Graduated from the University of Wisconsin with a Ph.D. degree in Political Science, currently serving as the chairman and president of the Institute for National Policy Research, the Cultural, the chief consultant of the Chinese National Federation of Industries, and the representative of corporate director and independent director of several listed/public companies. He has a work experience of more than five years in business, finance, accounting, and corporate business, a full international perspective, and is specializing in financial professional fields and industrial planning. |
2.Compilation of the annual work highlights:
The Audit Committee regularly on a quarterly basis holds meetings prior to the meetings of the Board of Directors to review the Company’s internal control system and internal audit implementation and major financial business activities, and communicates with CPAs to effectively supervise the Company’s operations and risk control. The main matters considered by the Audit Committee of the Company include:
| | Auditing of financial statements and accounting policies andprocedures |
| The offering, issuance, or private placement of anyequity-type securities. |
|---|---|---|---|
| | Formulating or revising the internal control system and related important guidelines |
| The hiring or dismissal of an attesting CPA, or the compensation and evaluation to the independence |
| | Evaluation of the effectiveness of the internal controlprotocols |
| Matters involving the director’s interests |
| | Material asset or derivatives transaction |
| The appointment or discharge of a financial, accounting, or internal auditing officer. |
| | Material monetary loan, endorsement, or provision of guarantee |
| Company risk management |
40
3.A total of 6 meetings (A) were held in the most recent year (2022), and below are the independent directors’ attendance records:
| Title | Name | Actual attendance (B) |
Number of proxy attendants |
Attendance Rate (%) [B/A] |
Note |
|---|---|---|---|---|---|
| Independent Director |
Teng- Cheng Liu |
6 | - | 100.00 | |
| Independent Director |
Chieh-Min Liu |
6 | - | 100.00 | |
| Independent Director |
Hung-Mao Tien |
5 | 1 | 83.33 | |
| Other matters that shall be recorded: I. Where the Audit Committee’s operation meets any of the following circumstances, the minutes concerned shall clearly state the meeting date, term, contents of motions, independent Directors’ opposing voice or qualified opinions or significant suggestion, resolution of the Audit Committee, and how the Company dealing with it: (I) Matters specified in Article 14-5 of the Securities and Exchange Act: Details page 73 to 79. (II) Except for the preceding conditions, other resolutions not approved by the Audit Committee but approved by two-thirds or more of the directors: No such situation. II. In instances where an independent director recused himself/herself due to a conflict of interest, the minutes shall clearly state the director’s name, contents of the motion and resolution thereof, the reason for not voting and actual voting counts: No such situation. III. Communication between independent directors and internal/external auditors: (I) The head of internal auditing shall regularly report to the Audit Committee according to the annual audit plan, and the Company shall regularly hold Audit Committee meetings, and invite CPAs, head of auditing and relevant supervisors to attend the meetings if required. (II) The Audit Committee shall regularly communicate with the CPA of the Company on financial statements and other relevant legal requirements every year, and conduct independent audits on the selection of CPAs and the audit and non-audit services they provide. |
41
(III) The governance status of the Company, and the differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons:
| Companies and reasons: | ||||
|---|---|---|---|---|
| Assessment items | Operational status | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
| Yes | no | Description |
||
| I. Does the Company stipulate and disclose the corporate governance practice principles in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”? |
|
The Company has formulated the corporate governance best practice principles in accordance with the “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies,” and disclosed such in the Corporate Governance Section in the official website. |
No material deviation |
|
| II. The shareholding structure of the Company and shareholders’rights and interests |
||||
| (I) Has the Company implemented a set of internal procedures to handle Shareholders’ suggestions, queries, disputes, and litigations? |
|
(I) The Company has set up spokespersons and dedicated shareholder service personnel, and has set up the Stakeholder section on the Company’s website, as the window to disclose shareholder and investor service, to handle shareholders’ recommendation or inquiries. |
No material deviation |
|
| (II) Does the Company possess a list of principal shareholders and beneficial owners of these principal shareholders? |
|
(II) The Company grasps the list of major shareholders based on the shareholder roster provided by the shareholder service agency, and regularly discloses the list of major shareholders and the ultimate controllers of major shareholders. |
No material deviation |
|
| (III) Does the Company create and implement risk control and firewall mechanism with the related companies? |
|
(III) The business and financial dealings between the Company and affiliates are operated independently, and the operation risk control of affiliates complies with the Company’s “Internal Control System.” |
No material deviation |
42
| Assessment items | Operational status | Operational status | Operational status | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | no | Description |
||
| (IV) Has the Company established internal policies that prevent insiders from trading securities against non-public information? |
|
(IV) To maintain the fairness of trading in the securities market, the Company has formulated the “Operating Procedures for Managing the Prevention of Insider Trading” and “Operating Procedures for Handling Internal Material Information,” requiring Company personnel to comply with the Securities Exchange Act, not to use information that is not disclosed publicly to engage in insider trading, nor leak such information to others. On November 8, 2022, the “Operating Procedures for Managing the Prevention of Insider Trading” were amended to prevent insider trading, including that the directors, managerial officers, and employees are prohibited from trading the Company’s shares during the lock period of 30 days period to the announcement of annual financial reports, and 15 days prior to the announcement of the quarterly financial report; in addition, the promotion is made to insiders, or relevant continuing education courses are arranged, from time to time. The above-mentioned internal regulations are disclosed in the Company Regulations on the official website. |
No material deviation |
|
| III. Composition and responsibilities of the board of directors |
||||
| (I) Has the board established a policy on diversity and specific management objectives, and have they been implemented accordingly? |
|
(I) In the “Corporate Governance Best Practice Principles,” the Company specifies the abilities required for the board members to implement the diversity of the members’ composition. |
No material deviation |
|
| (II) Apart from the Compensation Committee and Audit Committee, has the Company assembled other functional committees at its own discretion? |
| (II) Apart from the Compensation Committee and Audit Committee, the Company has not assembled other functional committees at its own discretion. |
Pending for evaluation |
43
(III) Has the Company established its board performance appraisal measures and the evaluation methods, provided the results to the board, and conducted the performance appraisal regularly every year as the reference for directors’ remuneration and nomination and renewal?
(III) TWSE and TPEx listed companies should disclose information regarding the No material evaluation period and duration, evaluation scope, method and evaluation content deviation of the board of directors and functional committees’ self (or peer) evaluation and fill out the table below (Implementation status of the board of directors and functional committees’ evaluation).
I. The evaluation cycles and periods, scope, methods and content of the evaluation:
| evaluation: | ||||
|---|---|---|---|---|
| Evaluation cycle |
Assessment duration |
Scope of assessment |
Assessment methods |
Assessment contents |
| Conduct once a year |
2022.01.01 ~ 2022.12.31 |
1.The Board as a whole 2.Individual directors 3.Functional committee |
Including the internal self- evaluation of the Board, the self- evaluation and peer evaluation of board members; each appraisal item (indicator) are scored as “Excellent (5), Good (4), Moderate (3), Poor (2) and Very Poor (1).” |
The internal performance evaluation of the Board for 2022 was executed by the Remuneration Committee, and reported to the Board, including the self- evaluation of the Board performance, the self-evaluation of board members’ performance, and self- evaluation of functional committees’ performance |
II. Implementation of evaluation for the Board and functional committees
The Company approved the “Rules for Performance Evaluation of Board of Directors” on December 21, 2018, requiring the performance evaluations shall be conducted to the Board, the board members, the Remuneration Committee and the Audit Committee at least once per year. For the internal evaluation, the annual performance evaluation shall be conducted at the end of every year pursuant to the Rules. The measurement items of the performance evaluations for the Board and functional committees cover the follow aspects:
- The criteria for evaluating the performance of the Board cover the five aspects:
44
(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 2. The criteria for evaluating the performance of the board members cover the six aspects: (1)Alignment of 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 3. The criteria for evaluating the performance of the Audit Committee cover the five 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 4. The criteria for evaluating the performance of the Remuneration Committee cover the five 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 The Finance and Accounting Department is responsible for implementing the evaluation every January, to have directors evaluate the Board’s operation and their own participation, as well as the members of the Remuneration and Audit Committees to evaluate the operation of each committee, respectively based on the
45
| Assessment items | Operational status | Operational status | Operational status | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | no | Description |
||
| Board’s operation, director’s participation, operation of the Remuneration Committee and operation of the Audit Committee. After collecting all the questionnaires, analysis is conducted based on the said method, furnish the goals and practices for improvement and enhancement, and report the analysis results to the Board. The performance evaluation results will also serve as a reference for individual directors’ remuneration or nomination for re-appointment. The Company completed the performance evaluation of the Board, board member, the Remuneration Committee and the Audit Committee in January 2023, and submitted to the 7th meeting of the 26th Board on March 27, 2023. The evaluation scores for the year were between excellent and good, which is good, and there are no recommendation and improvement actions for the Board and functional committees. |
||||
| (IV) Does the Company assess the independence of external auditors on a regular basis? |
|
(IV) The Finance and Accounting Department of the Company evaluates once a year on their own the independence standard of CPAs pursuant to the regulations. In addition to requiring CPAs to provide “Statement of Independence,” it also evaluates based on the “Audit Quality Indicators (AQIs)” provided by the CPAs. The latest evaluation results have been approved after the discussion in the 6th meeting of the 3rd Audit Committee on March 27, 2023, before submitted to the 7th meeting of the 26th Board of Directors on March 27, 2023 to resolve the approval to the evaluation of the CPA’s independence and competence. For details of the evaluation of the CPA’s independence and competence, please refer to the annual report Attachment 1 on page 52; for details of the CPA’s Statement of Independence, please refer to the annual report Attachment 2 on pages 53 to 55. |
No material deviation |
46
| Assessment items | Operational status | Operational status | Operational status | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | no | Description |
||
| IV. Has the Company allocated qualified and sufficient number of personnel and appointed managers in charge of corporate governance affairs (including but not limited to furnishing information required for business execution by directors and supervisors, assisting directors and supervisors to comply with laws, handling matters relating to board meetings and shareholder meetings according to laws, recording minutes of board meetings and shareholder meetings, etc)? |
|
To implement the corporate governance, upon the resolute of the 7th meeting of the 26th Board, Chien-Chang Luo, Manager of Finance and Accounting Department is appointed to serve as the Corporate Governance Officer of the Company concurrently, being in charge of the affairs related to the corporate governance. He possesses the qualification of CPA, and meets the criteria of corporate governance officer. The main duties of the corporate governance officer is to supervise and handle the following affairs: I. Handling matters relating to board meetings and shareholders meetings according to laws. II. Producing minutes of board meetings and shareholders meetings. III. Assisting onboarding and continuous development of directors. IV. Furnishing information required for business execution by directors. V. Assisting directors and supervisors with legal compliance VI. Report to the Board about the results of the review on whether the qualifications of independent directors comply with relevant laws and regulations at the time of nomination, election and during their office. VII. Handle matters related to the change of directors. Other matters described or established in the articles of incorporation or under contract, among other things. |
No material deviation |
47
| Assessment items | Operational status | Operational status | Operational status | Operational status | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|---|
| Yes | no | Description |
|||
| V. Has the Company established communication channels with stakeholders (including, but not limited to shareholders, employees, customers, and suppliers) and set up an area dedicated to stakeholders on the Company website and does the Company respond appropriately to corporate social responsibility issues that stakeholders consider important? |
|
The Company has set up the Stakeholder section on the Company’s website, to provide contact methods for the government and competent authorities, shareholders and investors, employees, and customers and suppliers, and responds to material issues concerned by them in a timely manner, and discloses the Company’s financial and business overview and actions of corporate governance. . |
No material deviation |
||
| VI. Does the Company entrust a professional shareholder services agency to conduct matters regarding the shareholders meeting? |
|
The Company appointed a professional stock affairs agency “Shareholder Service Agency Department of Grand Fortune Securities Co., Ltd.” to handle various shareholder service. |
No material deviation |
||
| VII. Public Disclosure of Information | |||||
| (I) Does the Company create a website to disclose information regarding its finance, business operations and corporate governance? |
|
(I) Through the Company’s website(https://www.ascentglobal.com.tw/), the Investor and Corporate Governance sections are set up to disclose information of finance, business, and corporate governance. |
No material deviation |
48
| Assessment items | Operational status | Operational status | Operational status | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | no | Description |
||
| (II) Does the Company adopt other methodology of information disclosure (such as creating an English website, appointing a dedicated person to be responsible for the collection and disclosure of the Company’s information, implementing the spokesperson system, and uploading videos of the investor conferences on the company’s website)? |
|
(II) The Company already has a website to disclose other information to the outsiders, and has appointed a dedicated unit to be responsible for the maintenance of the website information. Additionally, the dedicated personnel are appointed to be responsible for the disclosure of the Company’s material information and related information on the MOPS, and implemented the spokesperson system pursuant to the regulations. |
No material deviation |
|
| (III) 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 financial reports of the first, second and third quarter as well as the monthly operating report before the deadline? |
| (III) The Company complies with Article 36 of the Securities and Exchange Act, to publicly announce and report the financial reports within three months after the end of a fiscal year, and within 45 days after the end of the first quarter, the second quarter, and the third quarter, while publicly announcing and reporting the operation situation of the previous month before the 10th day of each month. |
Pending for evaluation |
49
| Assessment items | Operational status | Operational status | Operational status | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | no | Description |
||
| VIII. Does the Company have other important information that can help people to understand the operations of corporate governance (including but not limited to the employees’ rights, employee care, Investor relations, supplier relation, rights of interested parties, training status of directors and supervisors, implementation status of risk management policies and standards of risk measurement, the implementation of customer policies, the purchase of liability insurance for directors and supervisors by the Company, etc.)? |
|
1. Employee rights and employee wellness The Company protects the rights and interests of employees pursuant to the Labor Standards Act, and also purchases insurance for employees. 2. Investor relations, and rights of stakeholders The Company has set up the Stakeholder section on the Company’s website to provide contact methods for the government and competent authorities, shareholders and investors, employees, and customers and suppliers, and to respond to material issues concerned by them in a timely manner, and disclose the Company’s financial and business overview and actions of corporate governance. The stakeholders may advise and communicate with the Company whenever necessary to protect their legitimate rights and interests. 3. Directors’ continuing education The directors of the Company all have professional background in the industry, and practical experience in operation and management; they also attend relevant courses such as corporate governance, and securities laws and regulations, from time to time. 4. The implementation status of risk management policies and risk measurement standards: The Company conducts various risk management and assessments based on internal control and internal audit operations. 5. Liability insurance purchased by the Company for the directors and supervisors: The Company has purchased liability insurance for directors and independent directors, to strengthen the protection of shareholders’ rights and interests. The limit for each claim and cumulative compensation during insurance period is US$10 million. |
No material deviation |
50
| Assessment items | Operational status | Operational status | Operational status | Differences with the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | no | Description |
||
| IX. Please explain the improvement status of the corporate governance assessment results issued by the Corporate Governance Center of Taiwan Stock Exchange Corporation in the most recent year and propose improvement measures for those matters that have not been improved (Those who are not included in the company evaluated do not need to fill in): The Company reviews on the unscored items in the corporate governance evaluation, and will continue to work hard to improve corporate governance in the future. |
51
Table 1: CPA Independence Assessment
Ascent Development Co., Ltd. 2023 CPA Independence and Competency Assessment Table
Assessment Date: March 27, 2023
CPAs: Chun-Yuan Hsiao and Se-Kai Lin
CPA Office: PwC Taiwan
(I) Assessment contents
| CPAs: Chun-Yuan Hsiao and Se-Kai Lin CPA Office: PwC Taiwan (I) Assessment contents |
|
|---|---|
| Items | Results |
| 1. Up to the most recent certification operations, there is no occurrence of a CPA without change for seven years. |
■Yes □No |
| 2. CPA has no material financial interests with the trustor. | ■Yes □No |
| 3. CPA prevents having any inappropriate relationship with the trustor. | ■Yes □No |
| 4. CPA shall request its assisting personnel to properly comply with the requirements for integrity, fairness and independence. |
■Yes □No |
| 5. The financial statements of the institutions serviced within two years before practice shall not be audited and certified. |
■Yes □No |
| 6. The name of CPA shall not be provided to others for use. | ■Yes □No |
| 7. CPA does not hold shares of the Company and associates. | ■Yes □No |
| 8. CPA does not engage in any loan or borrowing with the Company and associates. | ■Yes □No |
| 9. CPA does not engage in any relationship of joint investment or share of profit with the Company and associates. |
■Yes □No |
| 10. CPA does not concurrently hold a routine job position at nor receive a fixed salary from the Company or associates. |
■Yes □No |
| 11. CPA is not involved in the management position or function for decision making of the Company or associates. |
■Yes □No |
| 12. CPA does not concurrently operate other business that may cause the loss of his/her independence. |
■Yes □No |
| 13. CPA is not in any relationship of spouse, lineal relative by blood or by marriage or relative within the second degree of kinship with the management of the Company. |
■Yes □No |
| 14. CPA does not collect commission related to any business. | ■Yes □No |
| 15. Up to the present day, there has been no sanction or violation of the principle of independence. |
■Yes □No |
| 16. Whether or not the accountant complied with the requirements of relevant independence specified in the Norm of Professional Ethics for Certified Public Accountant No. 10, and has obtained the “Independence Declaration” issued by the accountant. |
■Yes □No |
| 17. Whether or not the Audit Quality Indicators (AQIs) issued by the accounting firm is obtained and its indicators are reviewed to assess the independence and competency of CPAs. |
■Yes □No |
| 18. Whether or not the non-audit fee measured according to the AQIs not exceeding more than 50% of the audit fee. |
■Yes □No |
| 19. The accumulated years of the annual financial report audited by the firm according to the AQIs are not affecting the independence of the firm. |
■Yes □No |
(II) Assessment result
CPAs Chun-Yuan Hsiao and Se-Kai Lin are of independent relative to the Company.
Head of Finance and Accounting Department:
52
Table 2: CPA Independence Declaration
==> picture [78 x 60] intentionally omitted <==
PwC Taiwan
Letter
Recipient: Ascent Development Co., Ltd. Audit Committee
Date: March 27, 2023 No.: Zi-Hui-Zhong-Zi No. 22009244
- Subject: Explanation on the role, responsibility and independence of CPAs of 2023 financial statements of Ascent Development Co., Ltd. and subsidiaries (hereinafter collectively referred to as “the Group”).
Explanation:
-
I. According to Article 4 of the Norm of Professional Ethics for Certified Public Accountants Bulletin No. 10 (hereinafter referred to as “Bulletin No. 10”), during the auditing or review of financial statements, in addition to the maintenance of substantial independence, it is also necessary to maintain formality independence. Accordingly, we hereby state that the firm’s audit team professional service personnel, other professional personnel and the audit work for the current year have complied with the independence-related requirements of the Bulletin No. 10 and the PwC global independence policy, such that there is no violation of relevant regulations that may affect the independence of the firm. In case where the commissioned work involves other PwC alliance firms, relevant alliance firms have also complied with the PwC global independence policy.
-
II. To provide the best service to the Group, our CPAs are required to maintain objective, impartial, honest, ethical and rigorous attitudes for all commissioned cases and also comply with the code of conduct of the firm, in order to ensure that audit professional services of high quality are provided to the Group and meet the expectation of the general public.
-
III. The responsibilities of the CPAs are to determine whether or not the Group’s consolidated financial report and parent company only financial report represent the financial status of the company appropriately, to provide opinions on the operational result and cash flows, and to provide reasonable assurance on whether or not the consolidated financial report and parent company only report has any material misstatements. The Group’s management is responsible for the preparation of the consolidated financial report and parent company only report, and the Group management will provide all information, including financial and accounting records and related information, related to the preparation of the consolidated financial report and parent company only report that is known to the Group. Although the consolidated financial report and parent company only financial report are audited by the CPAs, the management shall still bear the responsibility for the aforementioned financial reports.
-
IV. The CPAs communicate with the governance unit according to Standards on Auditing No. 260 “Communication with audited governance unit.” The CPAs will communicate with the governance unit according to their judgments in order to understand the governance matters that are material to the supervision of financial reporting and disclosure procedures learned during the auditing process of the consolidated financial report and parent company only report. However, the aforementioned requirements do not require the CPAs to design audit procedure that is particularly for the material governance matters determined. Accordingly, such an audit
53
cannot be expected to verify all governance matters.
-
V. To satisfy the responsivities of CPAs, our CPAs and professional team uphold the attitude of professional skepticism to properly plan and perform audit work, in order to ensure the highest quality of work performance. The CPAs’ audit report is reviewed by our CPAs at the end in order to determine the type of report to be issued and the report is also signed by the CPAs for accountability.
-
VI. The audit work of the firm is established based on the principle of impartiality and objectiveness. The firm has verified the following matters. However, in case of any inconsistency, please contact our CPAs:
-
(I) Our CPAs and audit team professional service personnel are not in any investment relationship of shareholdings with the Group.
-
(II) Our CPAs and audit team professional service personnel are not assuming any positions of the Group’s directors or managerial officers.
-
(III) We hereby state that the audit service team professional service personnel have not been subjected to or are under any improper requests from the management of the Group in relation to the accounting policy selection or financial statement disclosure; or reduction of required audit works based on the reason of official fee reduction etc., such that there is any doubt of impact on the objectivity and professional practice.
-
(IV) We are not in any business cooperation relationship with the Group.
-
(V) We are not involved in any litigation relationship with the Group.
-
(VI) We hereby state that the audit service team professional service personnel are not entrusted to act as a defender to take a position or provide an opinion for the Group or to represent the Group to coordinate conflicts with other third parties.
-
(VII) The audit team’s professional personnel are not in any kinship with the Group’s directors, managers or personnel handling duties having material impact on the audit case.
-
(VIII)The audit team’s professional personnel have not accepted any material benefits or gifts from the Group or its directors or managers.
-
(IX) There are no other matters that may be considered to violate the independence according to the professional judgment of the CPAs.
-
(X) Our CPAs have not found any matters that may jeopardize their independence; therefore, it is considered to be no need to communicate with the Group for responsive safeguard measures.
-
VII. In case where our CPAs discover any conditions that may violate their independence during the audit process, we will communicate such conditions with the Group’s governance unit and adopt relevant responsive safeguard measures.
Attachment:
- I: List of audit service team key members according to regulations of Bulletin No. 10. II: List of affiliates of PricewaterhouseCoopers (PwC) Taiwan.
PwC Taiwan
Chun-Yuan Hsiao Accountant
Se-Kai Lin
54
Attachment 1: List of audit service team members according to regulations of Bulletin No. 10.
| Name | Title |
|---|---|
| Chun-Yuan Hsiao | Accountant |
| Se-Kai Lin | Accountant |
| Chi-Tung Chen | Vice General Manager |
| Chia-Hsuan Li | Team Lead |
Attachment 2: List of affiliates of PricewaterhouseCoopers (PwC) Taiwan.
PwC Management Consulting Co. Ltd. PwC Legal PwC Taxation Consulting Co., Ltd. PwC International Financial Consulting Co., Ltd. PwC International Financial Consulting Co., Ltd. PwC Innovation Integration Co., Ltd. PwC Innovation Consulting Ltd. PwC Sustainable Development Service Co., Ltd. PwC Real Estate Consulting Ltd. PwC Human Resource Management Consulting Co., Ltd. PwC Intelligent Risk Management Consulting Co., Ltd.
55
-
(IV) For companies that have a Remuneration Committee, its composition, rights and responsibilities, and operational status should be disclosed:
-
1.Information of the members of the compensation Committee
| Position | Criteria Name |
Professional qualifications, experience, and independence |
Number of listed companies that the members of the Remuneration Committee concurrently serve in |
Note |
|---|---|---|---|---|
| Independent Director (Convener) |
Teng-Cheng Liu |
Please refer page 22 to 25 to directors’ expertise and independence: |
0 | - |
| Independent Director |
Chieh-Min Liu |
0 | - | |
| Independent Director |
Hung-Mao Tien |
0 | - |
-
2.Duties of Remuneration Committee:
-
(1)Reviews the Company’s Remuneration Committee Charter and proposes the amendments periodically.
-
(2)Formulates and reviews the performance evaluation and remuneration policies, systems, standards, and structures applicable to directors and managerial officers.
-
(3)Regularly evaluate the achievement of performance targets of the Company’s directors and managers and determine their remuneration content and amount.
-
3.Information on the operational status of the Remuneration Committee:
-
(1)The compensation committee of the Company consists of 3 members.
-
(2)The term of office of the current committee members: June 23, 2022 to June 22, 2025.
56
(3)The Remuneration Committee held 2 meetings (A) in the most recent year (2022). The qualification of members and their attendance are as follows:
| Title | Title | Name | Actual attendance (B) |
Actual attendance (B) |
Number of proxy attendants |
Attendance Rate (%) [B/A] |
Attendance Rate (%) [B/A] |
Note | |
|---|---|---|---|---|---|---|---|---|---|
| Convener | Teng- Cheng Liu |
2 | - | 100 | |||||
| Committee member |
Chieh-Min Liu |
2 | - | 100 | |||||
| Committee member |
Hung-Mao Tien |
2 | - | 100 | |||||
| Other matters that shall be recorded: I. If the board of directors declines to adopt or modifies a recommendation of the compensation committee, it should specify the date of the meeting, session, the content of the motion, resolution by the board of directors, and the Company’s response to the remuneration committee’s opinion (e.g., if the remuneration passed by the board of directors exceeds the recommendation of the compensation committee, the circumstances and cause for the difference shall be specified): None. II. The resolved matters by the Remuneration Committee about which a member expresses an objection or reservation that has been included in records or stated in writing shall state the date, session, content of proposals, all of the members’ opinions and the handing of the opinions of the members: this situation does not apply: None III. The Remuneration Committee’s meetings, proposals, and resolutions and the Company’s handling of Members’comments in the most recent year: Date Proposal Resolution Members Comments The Company’s handling of the Remuneration Committee’s opinions 2022.01.12 1. Proposal of distribution of bonuses to the Chairman for FY2021 Passed as proposed without objection from attending members when asked by the chairperson. No objections or qualified opinions. Submitted to the Board of Directors and passed by all attending directors. 2. Proposal of distribution of bonuses to managers for FY2021 2022.03.23 1. Proposal for the remuneration of directors and employees in FY2021 Passed as proposed without objection from attending members when asked by the chairperson. No objections or qualified opinions. Submitted to the Board of Directors and passed by all attending directors. 2. Proposal for the review of appointment and wage of the Company’s head of auditing |
|||||||||
| Date | Proposal | Resolution | Members Comments |
The Company’s handling of the Remuneration Committee’s opinions |
|||||
| 2022.01.12 | 1. Proposal of distribution of bonuses to the Chairman for FY2021 |
Passed as proposed without objection from attending members when asked by the chairperson. |
No objections or qualified opinions. |
Submitted to the Board of Directors and passed by all attending directors. |
|||||
| 2. Proposal of distribution of bonuses to managers for FY2021 |
|||||||||
| 2022.03.23 | 1. Proposal for the remuneration of directors and employees in FY2021 |
Passed as proposed without objection from attending members when asked by the chairperson. |
No objections or qualified opinions. |
Submitted to the Board of Directors and passed by all attending directors. |
|||||
| 2. Proposal for the review of appointment and wage of the Company’s head of auditing |
57
- (V) Status of promotion of sustainable development and its discrepancies from the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and the reasons:
| Items to Be Promoted | Implementation results | Implementation results | Implementation results | Discrepancies with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| I. Has the Company established a governance structure to promote sustainable development and set up a dedicated (or one holding concurrent positions) unit to promote sustainable development, with the Board of Directors authorizing the senior management to manage the organization, supervised by the board? |
| No dedicated (concurrent) unit has been established to promote sustainable development. |
The establishment will be made according to the actual needs of the Company in the future. |
|
| II. Does the Company conduct risk assessments of environmental, social, and corporate governance issues related to the Company’s operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? |
| Relevant policies or strategies have not yet been formulated and will be considered depending on future conditions. |
Pending for evaluation |
|
| III. Environmental subjects | ||||
| (I) Does the Company establish an appropriate environmental management system based on its characteristics in the industrial? |
| Presently, the Company has no production lines. | Not applicable. | |
| (II) Is the Company committed to improving energy efficiency and to the use of renewable materials with low environmental impact? |
| |||
| (III) Does the Company assess potential risks and opportunities associated with relevant measures in response to climate issues? |
|
58
| Items to Be Promoted | Implementation results | Implementation results | Implementation results | Discrepancies with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| (IV) Has the Company compiled the greenhouse gas emissions, water consumption and total weight of waste over the past two years and established management policies for the reduction of greenhouse gas emissions, water consumption and other wastes? |
| |||
| IV. Socialsubjects | ||||
| (I) Does the Company stipulate relevant management policies and procedures according to the relevant regulations and conventions of international human rights? |
|
(I) Human rights policies are established, and the employees’ code and related HR regulations are formulated pursuant to the labor- related laws and regulations, to protect the legitimate rights and interests of employees. |
No material deviation |
|
| (II) Does the Company stipulate and implement reasonable employee welfare measures (including compensation, leave of absence and other benefits), and appropriately reflect business performance or outcome in employees’ compensations? |
|
(II) The Company has established relevant regulations of employee benefits, and distributed employees’ remuneration by considering the Company’s operating performance, to share the earnings with employees. |
No material deviation |
59
| Items to Be Promoted | Implementation results | Discrepancies with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| (III) Does the company provide a safe and healthy working environment for employees and regularly conduct safety and health educational training for employees? |
|
(III) The Company is committed to providing employees with a safe and sound workplace environment. Pursuant to relevant occupational safety and health laws and regulations, the Company maintains and supervises the office working environment. The access control has been implemented in the offices, firefighting, air-conditioning and drinking water equipment is regularly inspected and cleaned, and the automatic external defibrillation (AED) has been installed to provide a safe and healthy working environment and protect the physical and mental health of employees, reducing the hazardous factors to employees’safety and health. |
No material deviation |
|
| (IV) Does the Company propose an effective career development training plan for employees? |
|
(IV) The Company has formulated the “Regulations Governing Employees’ Education and Training,” to arrange professional on-the-job training courses for employees based on the needs of each function, to enhance employees’career capabilities. |
No material deviation |
|
| (V) Does the Company comply with relevant laws and international principles with regards to issues of customers’ health, safety and privacy and marketing and labeling of products and services and stipulate relevant consumer or customer protection policies and complaint procedures? |
|
(V) The Company’s marketing and labeling of products and services comply with relevant laws and international standards. In addition, the Company’s website provides a contact window and an email address to provide channels for customers to inquire or suggest. |
No material deviation |
60
| Items to Be Promoted | Implementation results | Implementation results | Implementation results | Discrepancies with the Sustainable Development Best Practice Principles for TWSE/TPEx Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| (VI) Does the Company implement a supplier management policy that requires suppliers to comply with policies with respect to environmental protection, occupational safety and health or workers’/human rights issues, and what is the implementation status? |
|
(VI) The Company conducts credit investigation on suppliers, and evaluates whether they have poor records in the past; meanwhile, the Company monitors if there are any records of violations of environmental protection, occupational safety, and human rights. If there is any possibility of a supplier to have violated the corporate social responsibility, and the concern is found to be true, the Company will consider terminating the relationship with the supplier. |
No material deviation |
|
| V. Does the Company prepare its non-financial reports, such as a Sustainability Report in accordance with the internationally-used reporting standards or guidelines? Does the preceding report obtain verification or opinions from a third-party authentication unit? |
| The Company has not yet prepared any sustainability report, but it will be prepared in the future depending on the actual needs of the Company. |
Will be prepared in the future depending on the actual needs of the Company. |
|
| VI. If the Company has stipulated its own corporate sustainable development rules according to the “Sustainable Development Best Practice Principles for TWSE/GTSM Listed Companies”, please state the difference between its operations and the stipulated rules: Not applicable since the Company has not yet formulated the Sustainable Development Best Practice Principles. |
||||
| VII. Other important information that helps in understanding the implementation status of promoting sustainable development: None. |
61
(VI) The state of the Company’s performance in the area of ethical corporate management, any discrepancies from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, and the reason for any such discrepancies:
| Assessment items | Implementation Status | The differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| I. Stipulate ethical management policies and plans |
||||
| (I) Does the company establish ethical management policies approved by the board and have bylaws and publicly available documents addressing its corporate conduct and ethics policy and measures and the commitment regarding the implementation of such policy from the board and the executive management team? |
|
(I) The Company has formulated the “Ethical Corporate Management Best Practice Principles” and disclosed it on the Corporate Governance section in the Company website, expressing the policies and practices of ethical management, as well as the commitment of the Board and management to actively implement the management policy. |
No material deviation |
|
| (II) Has the Company established a risk assessment mechanism against unethical conduct, analyzed and assessed on a regular basis business activities within their business scope which are at a higher risk of being involved in unethical conduct, and established prevention programs accordingly which at least cover the prevention measures against the conducts listed in Paragraph 2 of Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies? |
|
(II) The Company has formulated the “Ethical Corporate Management Best Practice Principles,” “Directors’ Code of Conduct” and “Employees’ Code of Conduct,” disclosed on the Company website, to actively prevent unethical conducts. |
No material deviation |
62
| Assessment items | Implementation Status | The differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| (III) Has the Company defined operating procedures, conduct guidelines, disciplinary penalties and grievance process in the program preventing unethical conduct and put them in practice, and regularly reviewed and amended the program? |
|
(III) The Company has formulated the “Ethical Corporate Management Best Practice Principles,” “Directors’ Code of Conduct” and “Employees’ Code of Conduct,” disclosed on the Company website, to actively prevent unethical conduct and avoid chances seeking personal interests. |
No material deviation |
|
| II. Fulfillment of ethical management |
||||
| (I) Does the Company assess the ethics records of whom it has business relationship with and include business conduct and ethics related clauses in the business contracts? |
| (I) The Company evaluates the ethic records of the counterparty, and refuses to deal with the party with a record of unethical conducts. However, the terms of the contract have not yet been formulated, and will be considered depending on future conditions. |
Pending for evaluation |
63
| Assessment items | Implementation Status | The differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
||
|---|---|---|---|---|
| Yes | No | Description | ||
| (II) Has the Company established a dedicated unit under the board responsible for the promotion of corporate ethics management, which regularly (at least once a year) reports policies on ethical operations, programs on prevention of unethical conduct and the status of supervision to the board? |
|
(II) The Company’s Administrative Service Department is responsible for promoting ethical corporate management, and regularly reports its implementation to the Board every year. In 2022, the report was made in the 4th meeting of the 26th Board on November 8; in 2022, there were no violations of the regulations. The supervision and implementation are as below: 1. Educational promotion: through film and case study, the topic of “advocating the emphasis of reputation, and fulfillment of social responsibility.” 2. Statement by all employees: draft the “Statement of Compliance with Ethical Corporate Management;” all directors and employees have signed the statement. 3. From time to time, publicize the “Employees’ Code of Conduct,” “Ethical Corporate Management Best Practice Principles,” “Procedures for Reporting Illegal and Unethical Conduct and Filling Complaint,” to regulate the whistleblowing channels and encourage whistleblowing. There were no whistleblowing or complaints during the year. 4. Periodic inspection: the internal control system is established and reviewed during the annual audit. No irregularity incurred during the audit of the year. |
No material deviation |
64
| Assessment items | Implementation Status | Implementation Status | Implementation Status | The differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| (III) Does the Company establish policies to prevent conflict of interests, provide appropriate communication and complaint channels and implement such policies properly? |
|
(III) The Company has established the “Ethical Corporate Management Best Practice Principles” to identify, supervise and manage the risks of unethical conducts resulted from conflicts of interest, and provide appropriate channels for directors, managerial officers and other stakeholders attending or participating board meetings, to voluntarily explain any possible conflict of interest of them with the Company. |
No material deviation |
|
| (IV) Does the company establish an effective accounting system and internal control system for practical implementation of ethical corporate management, and is the system regularly audited by the internal auditing unit, and does the unit propose relevant audit plans based on the assessment results of the risk of misconduct for auditing the implementation status of the prevention plan for misconduct, or entrusted to an accountant for auditing? |
|
(IV) The Company has established an effective accounting system and internal control system, which are regularly audited by the internal audit unit. |
No material deviation |
|
| (V) Does the Company provide internal and external ethical management training programs on a regular basis? |
|
(V) From time to time, the Company organizes education and promotional training on laws and regulations regarding the prevention of insider trading, and handling internal material information. |
No material deviation |
|
| III. Operational status of the whistleblowing system of the Company |
65
| Assessment items | Implementation Status | Implementation Status | Implementation Status | The differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| (I) Does the Company establish specific complaint and reward procedures, set up conveniently accessible complaint channels, and designate responsible personnel to handle the complaint received? |
|
(I) The Company has formulated the “Procedures for Reporting Illegal and Unethical Conduct and Filling Complaint,” to regulate the whistleblowing channels and encourage whistleblowing. |
No material deviation |
|
| (II) Does the Company establish standard operating procedures for investigating the complaints received, follow-up measures to be adopted and the related confidentiality measures after investigation? |
|
(II) The Company has stipulated relevant confidentiality obligations in the “Employee’s Code of Conduct” and “Ethical Corporate Management Best Practice Principles,” and specified the investigation standard operating procedures for accepted whistleblowing in the “Procedures for Reporting Illegal and Unethical Conduct and Filling Complaint,” as well as the follow-up measures to be taken and relevant confidentiality mechanisms after the investigation is completed. |
No material deviation |
|
| (III) Does the Company adopt measures to protect whistleblowers from improper treatment as a result of whistleblowing? |
|
(III) The Company will take appropriate protective measures for whistleblowers, preventing improper treatment due to whistleblowing. |
No material deviation |
|
| IV. Reinforcement of information disclosure Does the Company disclose the content of its Ethical Corporate Management Best Practice Principles as well as information about implementation thereof on its website and Market Observation Post System (“MOPS”)? |
|
The Company has disclosed the “Ethical Corporate Management Best Practice Principles,” “Directors’ Code of Conduct” and “Employees’ Code of Conduct” on the Company website. |
No material deviation |
66
| Assessment items | Implementation Status | Implementation Status | Implementation Status | The differences with the Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies and reasons |
|---|---|---|---|---|
| Yes | No | Description | ||
| V. If the Company has stipulated its Ethical Corporate Management Best Practice Principles based on the “Ethical Corporate Management Best Practice | ||||
Principles for TWSE/GTSM Listed Companies”, please state the difference between its operations and the stipulatedprinciples: None. |
||||
| VI. Other important information to facilitate better understanding of the implementation of Company’s ethical corporate management (e.g., review and amend the Company’s ethical corporate management principles) (I) The Company’s “Rules of Procedure of the Board of Directors’ Meetings” stipulates the requirement of director’s recusal for conflict of interests, that any director present at a board meeting has a stake in a proposal at the meeting, that director, shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Company would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as a proxy on behalf of another director. (II) The Company has established the “Operating Procedures for Managing the Prevention of Insider Trading,” specifying that directors, managerial officers and employees shall not leak the material information known to them to others, nor inquire or collect non-public material inside information of the company which are not related to their individual duties from a person with knowledge of such information. Should they gain knowledge of non-public material inside information of the company for reasons other than the performance of their duties, they may not reveal to others any parts of such knowledge. (III) The Company has established the “Ethical Corporate Management Best Practice Principles,” prohibiting the Company’s directors, managerial officers, employees, appointees, or persons with substantial control from unethical conducts. |
- (VII) If the Company has formulated Corporate Governance Best Practice Principles and related regulations, please disclose its inquiry method:
For the Corporate Governance Best Practice Principles formulated by the Company, please refer to the following link: - https://www.ascentglobal.com.tw/files/governance/cate01/ct01_3_M9 25.pdf
67
(VIII) Other important information that can sufficiently help interested parties to understand the Company’s operations of corporate governance: The education and training of the Company’s directors in 2022 is as follows:
| Title | Name | Date of training course |
Organizer | Content of the courses | Training Hours (H) |
|---|---|---|---|---|---|
| Chairman | Chia-Chi Hou |
2022/08/08 | Corporate Operating Sustainable Devel Association |
o On Taiwanese Business Operation and M&A Strategies from the Perspective of Global Political and Economic Situations |
3 |
| 2022/11/07 | Corporate Operating and Sustainable Development Association |
Effects of Legal Actions between Directors and the Company |
3 |
||
| Director | Ming-Yu Huang |
2022/05/04 | Taiwan Stock Exchange | International Double Summits Online Forum |
2 |
| 2022/06/23 | Independent Director Association Taiwan |
Seminar on Money Laundering Prevention and Latest Regulations |
3 |
||
| 2022/06/29 | Taiwan Institute of Directors |
Accelerators for Corporate Sustainability- CSR, ESG and SDGs |
3 |
||
| 2022/08/08 | Corporate Operating and Sustainable Development Association |
On Taiwanese Business Operation and M&A Strategies from the Perspective of Global Political and Economic Situations |
3 |
||
| Director | Chang Hsu | 2022/03/16 | The Chinese Institute of Internal Auditors |
Notes of “Shareholders’ Meeting” and “Company Act” and Practical Analysis |
6 |
| 2022/04/26 | The Chinese Institute of Internal Auditors |
Legal Risks of Company Operation and Management and Countermeasures of Internal Auditors |
6 |
||
| Director | Chien-Ting Chen |
2022/08/08 | Corporate Operating and Sustainable Development Association |
On Taiwanese Business Operation and M&A Strategies from the Perspective of Global Political and Economic Situations |
3 |
| 2022/11/16 | Securities and Futures Institute |
Technology Development and Business Opportunities of Electric Vehicles and Smart Vehicles |
3 |
||
| Independ ent Director |
Teng- Cheng Liu |
2022/08/08 | Corporate Operating and Sustainable Development Association |
On Taiwanese Business Operation and M&A Strategies from the Perspective of Global Political and Economic Situations |
3 |
| 2022/11/07 | Corporate Operating and Sustainable Development Association |
Effects of Legal Actions between Directors and the Company |
3 |
||
| Independ ent Director |
Chieh-Min Liu |
2022/09/14 |
The Chinese Institute of Internal Auditors |
Latest Case Studies of “Business Mergers and Acquisitions Act” and “Corporate Governance” (including the Key Points of the 2022 Amendment to the Business Mergers and Acquisitions Act) |
6 |
| Independ ent Director |
Hung-Mao Tien |
2022/08/08 |
Corporate Operating and Sustainable Development Association |
On Taiwanese Business Operation and M&A Strategies from the Perspective of Global Political and Economic Situations |
3 |
2022/11/07 |
Corporate Operating and Sustainable Development Association |
Effects of Legal Actions between Directors and the Company |
3 |
68
-
(IX) Implementation status of internal control system:
-
1.Statement on Internal Control System
Ascent Development Co., Ltd.
(Previous name: Chuwa Wool Industry Co., (Taiwan) Ltd.)
Declaration of Internal Control System
Date: March 27, 2023
The following declaration has been made based on the 2022 self-assessment of the Company’s internal control system:
-
I. The Company recognizes that it is the responsibility of the Board of Directors and the managerial officers to establish, implement and maintain a internal control system and that the Company has established such a system. The purpose of the system is to provide reasonable assurance over the effectiveness and efficiency of our operations (including profitability, performance and safeguarding of assets), reliability, timeliness, transparency of our reporting, and compliance with applicable rulings, laws and regulations.
-
II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its stated objectives; moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, the internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
-
III. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the “Regulations”). The criteria adopted by the Regulations identify five key components of managerial internal control: (1) control environment, (2) risk assessment, (3) control activities, (4) information and communication, and (5) monitoring activities. Each element further encompasses several sub-elements. For the aforementioned items, please refer to the Regulations.
-
IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforementioned criteria items of the internal control system.
-
V. Based on the findings of such evaluation, the Company believes that, on December 31, 2022, it has maintained, in all material respects, an effective internal control system (that includes the supervision and management of our subsidiaries), to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliness, transparency of reporting, and compliance with applicable rulings, laws and regulations.
-
VI. This Statement is an integral part of the Company’s annual report and prospectus, and will be made public. Any illegal misrepresentation or concealment in the public statement above are subject to the legal consequences described in Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
-
VII. This Statement was passed by the Board of Directors’ meeting held on March 27, 2023, with none of the seven presented directors expressing dissenting opinions, and the remainder all affirming the content of this Statement.
Ascent Development Co., Ltd.
Chairman: Chia-Chi Hou
President: Hsien-Wen Liu
69
- 2.Where a CPA has been hired to carry out a special audit of the internal control system, furnish the CPA audit report: Not applicable: None.
-
(X) As of the publication date of the annual report and in the most recent year, if the Company and its internal personnel were punished according to laws and regulations, or the Company punished its internal personnel for violation of the internal control system, the content of the punishment, the main mistake and improvement status shall be listed if the result of the punishment may have a significant impact on shareholders’ rights and interests or prices of securities: None.
-
(XI) Important resolutions of shareholders’ meetings and Board of Directors held in the most recent year and up to the date of this annual report:
- 1.The important resolutions passed by the shareholders’ meeting are as follows:
| Date of meeting |
Important resolutions | Important resolutions and their implementation status |
Important resolutions and their implementation status |
|---|---|---|---|
| June 23, 2022 |
1. Recognition of the Company’s 2021 Business Report and Financial Statements |
1. Number of voting rights represented by shareholders at the time of vote: 65,955,530 votes in favor (including 49,512,530 votes executed electronically) Outcome of vote: 2. Implementation status: Proposal passed by voting in its original content. Outcome of ballots As a percentage of total votes represented by attending shareholders % Approval (including e- votes) 65,884,284 (49,441,284) 99.89% Against (including e- votes) 33,278 (33,278) 0.05% Invalid (including e- votes) 0 (0) 0.00% Abstention (including e- votes) 37,968 (37,968) 0.05% |
|
| 2. Recognition of proposal of earnings distribution of FY2021 |
1. Number of voting rights represented by shareholders at the time of vote: 65,955,530 votes in favor (including 49,512,530 votes executed electronically) Outcome of vote: 2. Implementation status: Proposal passed by voting in its original content Outcome of ballots As a percentage of total votes represented by attending shareholders % Approval (including e- votes) 65,901,284 (49,458,284) 99.91% Against (including e- votes) 36,278 (36,278) 0.05% Invalid (including e- votes) 0 (0) 0.00% Abstention (including e- votes) 17,968 (17,968) 0.02% |
||
| 3. Passed the amendment to the Company’s Rules of Procedure for Shareholders Meetings |
1. Number of voting rights represented by shareholders at the time of vote: 65,955,530 votes in favor (including 49,512,530 votes executed electronically) Outcome of vote: Outcome of ballots As apercentage |
||
| Outcome of ballots | As apercentage |
70
| Date of meeting |
Important resolutions | Important resolutions and their implementation status |
Important resolutions and their implementation status |
Important resolutions and their implementation status |
|---|---|---|---|---|
| of total votes represented by attending shareholders % |
||||
| Approval (including e- votes) |
65,706,282 (49,263,282) |
99.62% | ||
| Against (including e- votes) |
208,340 (208,340) |
0.31% | ||
| Invalid (including e- votes) |
0 (0) |
0.00% | ||
| Abstention (including e- votes) |
40,908 (40,908) |
0.06% | ||
| 4. Passed the amendment to the “Handling Procedures for Acquisition or Disposal of Assets” of the Company. |
1. Number of voting rights represented by shareholders at the time of vote: 65,955,530 votes in favor (including 49,512,530 votes executed electronically) Outcome of vote: 2. Implementation status: Proposal passed by voting in its original content, please also refer to the announcement at the Company’s official site and it is handled in accordance with the amended procedures. Outcome of ballots As a percentage of total votes represented by attending shareholders % Approval (including e- votes) 65,706,282 (49,263,282) 99.62% Against (including e- votes) 211,280 (211,280) 0.32% Invalid (including e- votes) 0 (0) 0.00% Abstention (including e- votes) 37,968 (37,968) 0.05% |
|||
| 5. Passed the amendments to “Articles of Incorporation” of the Company |
1. Number of voting rights represented by shareholders at the time of vote: 65,955,530 votes in favor (including 49,512,530 votes executed electronically) Outcome of vote: 2. Implementation status: Proposal passed by voting in its original content, please also refer to the announcement at the official site of MOPs and it is handled in accordance with the amended procedures. Outcome of ballots As a percentage of total votes represented by attending shareholders % Approval (including e- votes) 65,707,282 (49,264,282) 99.62% Against (including e- votes) 208,280 (208,280) 0.31% Invalid (including e- votes) 0 (0) 0.00% Abstention (including e- votes) 39,968 (39,968) 0.06% |
71
| Date of meeting |
Important resolutions | Important resolutions and their implementation status |
Important resolutions and their implementation status |
Important resolutions and their implementation status |
|---|---|---|---|---|
| 6. Approved the overall re-election of directors |
1. The list of elected directors of the company is as follows | |||
| Title | account name or name | vote tally. | ||
| Director | Xue Yong Co., Ltd. Corporate Representative: Chia- Chi Hou |
76,787,197 | ||
| Director | Zu Sheng International Co., Ltd. Corporate Representative: Ming- Yu Huang |
63,460,128 | ||
| Director | Zu Sheng International Co., Ltd. Corporate Representative: Chien-Ting Chen |
63,460,079 | ||
Director |
Yuan-Zhong Co., Ltd. Corporate Representative: ChangHsu |
63,449,424 | ||
| Independen t Director |
Teng-Cheng Liu | 65,847,811 | ||
| Independen t Director |
Chieh-Min Liu | 63,461,511 | ||
| Independen t Director |
Hung-Mao Tien | 63,464,615 | ||
| 2. Implementation status: On July 12, 2011, the Ministry of Economic Affairs approved the registration and announced it on the company website. |
||||
| 7. Proposal for removal of non- compete restrictions for managers of the Company |
1.Number of voting rights represented by shareholders at the time of vote: 65,955,530 votes in favor (including 49,512,530 votes executed electronically) Outcome of vote: 2. Implementation status: Proposal passed by voting in its original content. Outcome of ballots As a percentage of total votes represented by attending shareholders % Approval (including e- votes) 65,690,319 (49,247,319) 99.59% Against (including e- votes) 242,572 (242,572) 0.36% Invalid (including e- votes) 0 (0) 0.00% Abstention (including e- votes) 22,639 (22,639) 0.03% |
72
2.The important resolutions passed by the Board of Directors are as follows:
| Date of meeting |
Important resolutions | Matters specified in Article 14-3 of the Securities and Exchange Act |
Matters specified in Article 14-5 of the Securities and Exchange Act |
Handling of comments from independent directors and the Company |
Resolutions of the Board of Directors or the Audit Committee |
|---|---|---|---|---|---|
| 2022.01.12 | 1.The Company’s 2022 business plan |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
||
2.Proposal of distribution of bonuses to the Chairman for FY2021 |
None | Board of Directors: Except for the directors who did not participate in the discussion and voting according to the laws and regulations, the directors present had no objection and passed the Proposal. |
|||
| 3.Proposal of the distribution of employees’ remuneration of FY2019 |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 2022.03.23 | 1.The Company’s 2021 Business Report and Financial Statements |
V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 2.Proposal of the distribution of earnings of Q4 of FY2021 |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 3.Proposal for the remuneration of directors and employees in FY2021 |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
4.Approved the declaration of 2021 “Declaration on the Internal Control System” |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 5.Proposal of the Company assess the independence of external auditors on a regular basis |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 6.Amendment to provisions of the Procedures for Acquisition or Disposal of Assets |
V |
V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 7.Amendment to the Company’s Articles of Association |
None | Audit Committee: The proposal was unanimously consented to by all directors present. |
73
| Date of meeting |
Important resolutions | Matters specified in Article 14-3 of the Securities and Exchange Act |
Matters specified in Article 14-5 of the Securities and Exchange Act |
Handling of comments from independent directors and the Company |
Resolutions of the Board of Directors or the Audit Committee |
|---|---|---|---|---|---|
| Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||||
| 8.Application for renewal to credit facilities from financial institutions. |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 9.Proposal for provision of collateral at Tucheng District of New Taipei City |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 10.Amendment to the “Corporate Governance Best Practice Principles”of the Company. |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 11.Amendment to the Company’s Rules of Procedure for Shareholders Meetings |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 12.Election of all Directors | None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 13.Proposal to convene the time and place of the regular meeting of shareholders of 2022 |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 14.Proposal for the review of appointment and wage of the Company’s head of auditing |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 2022.05.11 | 1.The Company’s 2022 Q1 financial report |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
||
2.The Company’s 2022 Q1 earnings distribution |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 3.Proposal of appointing CPA for the Company. |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
74
| Date of meeting |
Important resolutions | Matters specified in Article 14-3 of the Securities and Exchange Act |
Matters specified in Article 14-5 of the Securities and Exchange Act |
Handling of comments from independent directors and the Company |
Resolutions of the Board of Directors or the Audit Committee |
|---|---|---|---|---|---|
| 4.Amendment to the Company’s Articles of Association |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 5.Amendment to provisions of the Procedures for Acquisition or Disposal of Assets |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 6.Proposal for Collateral for Bulk Reversal of Zhongxing Section of Sanchong District, New Taipei City |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 7.Proposal for re-assignment of representative of corporate supervisor of HCW INVESTMENT CO., LTD. |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 8.Proposal for the Company’s legal nomination and review of director and independent director candidates |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 9.Proposal for lifting the non- compete restriction on new Directors |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 2022.06.23 | 1.Election of Chairman | None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
||
| 2.Proposal for appointment of members of the 6th session of Remuneration Committee |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 2022.08.10 | 1.The Company’s 2022 Q2 financial report |
V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
2.The proposal for the Company to set the base date for stock renaming and exchanging, the operation plan for reissuing stocks, and changing the abbreviation of the Company’s securities |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 3.Proposal for designation of the custodian of the MOEA seal (the seal for endorsement and guarantee) after the renaming of the Company |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
75
| Date of meeting |
Important resolutions | Matters specified in Article 14-3 of the Securities and Exchange Act |
Matters specified in Article 14-5 of the Securities and Exchange Act |
Handling of comments from independent directors and the Company |
Resolutions of the Board of Directors or the Audit Committee |
|---|---|---|---|---|---|
| 4.Proposal of the purchase of 33% of equities of Hanlin Development Co., Ltd. by the Company in order to control the business operation of Hanlin Development |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 5.Proposal of joint investment in the land development project at Zhongyuan Section, Zhonghe District, New Taipei City with Weili International Development Co., Ltd. |
V |
V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 2022.10.25 | 1.Proposal for the amendment to the “Internal Control System” of the Company |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
| 2.Proposal for the amendment to the “Procedures of Self- assessment Operation of Internal Control” of the Company |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 3.Proposal for the amendment to the “Guidelines for Implementation of Internal Auditing” of the Company |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
4.Proposal for the amendment to “Authority Regulations” of the Company |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 5.For the joint investment to the developed 12 parcels of land located in Zhongyuan Section, Zhonghe District, New Taipei City, including land with lot numbers 258-262 and 266-272 with three companies including Weili International Development Co., Ltd., and it is hereby proposed to provide these lands as collateral with Weili International Development Co., Ltd. as the borrower to apply for land financing from the First Bank, in which the financing bank |
V |
V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
76
| Date of meeting |
Important resolutions | Matters specified in Article 14-3 of the Securities and Exchange Act |
Matters specified in Article 14-5 of the Securities and Exchange Act |
Handling of comments from independent directors and the Company |
Resolutions of the Board of Directors or the Audit Committee |
|---|---|---|---|---|---|
| requires the Company to provide joint guarantee |
|||||
| 2022.11.10 | 1.The Company’s 2022 Q3 financial report |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
||
| 2.The Company’s annual auditing plan for FY2023 |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
3.Proposal for the amendment to “Regulations for Management of Prevention of Insider Trading” of the Company |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 4.Proposal for the amendment to the “Procedures for Processing Internal Material Information” of the Company |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 5.Proposal for the amendment to the “Accounting System” of the Company |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 2023.01.09 | 1.The Company’s 2023 business plan |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
||
2.Proposal to pre-approve the non-verification service provided by the CPA, its firm and its affiliates to the Company and its subsidiaries |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 3.Proposal of distribution of bonuses to the Chairman for FY2022 |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 4.Proposal of distribution of bonuses to managers and employees for FY2022 |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 2023.03.13 | 1.Application of changing the debtor’s name and construction financing limit from First |
None | Audit Committee: The proposal was unanimously consented to by all directors present. |
77
| Date of meeting |
Important resolutions | Matters specified in Article 14-3 of the Securities and Exchange Act |
Matters specified in Article 14-5 of the Securities and Exchange Act |
Handling of comments from independent directors and the Company |
Resolutions of the Board of Directors or the Audit Committee |
|---|---|---|---|---|---|
| Commercial Bank for the joint investment and development project by the Company with “Power International Development Co., Ltd.,” “Kuo Yang Construction Co., Ltd.,” and another company at the land in the Zhongxing section of Sanchong District, New Taipei City |
Board of Directors: The proposal was unanimously consented to by all directors presented. |
||||
| 2.Amendment to provisions of the Company’s “Handling Procedures for Acquisition or Disposal of Assets” and “Operational Procedures for Making of Endorsements/Guarantees” |
V |
V | None | Audit Committee: The proposal was unanimously consented to after amendment by all attending directors. Board of Directors: The proposal was unanimously consented to after amendment by all directors presented. |
|
| 112.03.27 | 1.2022 Business Report and Financial Statements. |
V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 2.Proposal of 2022 earning distribution |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 3.Proposal for the remuneration of employees and directors in 2022 |
None | Board of Directors: The proposal was unanimously consented to by all directors presented |
|||
| 4.The declaration of 2022 “Declaration on the Internal Control System” |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 5.Appointment of the Chief Auditor of the Company |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 6.Appointment of the Company’s Corporate Governance Officer and deliberation of the wage thereof. |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 7.Proposal of the Company assess the independence of external auditors on a regular basis |
None | Audit Committee: The proposal was unanimously consented to by all directors present. |
78
| Date of meeting |
Important resolutions | Matters specified in Article 14-3 of the Securities and Exchange Act |
Matters specified in Article 14-5 of the Securities and Exchange Act |
Handling of comments from independent directors and the Company |
Resolutions of the Board of Directors or the Audit Committee |
|---|---|---|---|---|---|
| Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||||
| 8.Proposal to convene the time and place of the regular meeting of shareholders of 2023 |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 2023.05.08 | 1.The Company’s 2023 Q1 financial report |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
||
| 2.Application for renewal to credit facilities with the Bank of Taiwan |
None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
3.Proposal of appointing CPA for the Company. |
V | V | None | Audit Committee: The proposal was unanimously consented to by all directors present. Board of Directors: The proposal was unanimously consented to by all directors presented. |
|
| 4.Removal of restrictions on directors’ competing business involvement |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 5.Proposal for removal of non- compete restrictions for managers of the Company |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
|||
| 6.Proposal for addition of convening reasons for 2023 general shareholders’ meeting convention |
None | Board of Directors: The proposal was unanimously consented to by all directors presented. |
- (XII) Where, during the most recent fiscal year and up to the date of this annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: None.
(XIII) In the most recent year and as of the publication date of the annual report, the resignation and dismissal status of the Company’s chairman, general manager, accounting officer, financial officer, internal audit officer, corporate governance officer and R&D officer:
| Title | Name | Onboard date |
Dismissal date |
Reason for resignation or dismissal |
|
|---|---|---|---|---|---|
79
| Internal audit officer |
Chang, Chih-Kai | 2019.01.25 | 2022.03.23 | Job adjustment |
|---|---|---|---|---|
| Internal audit officer |
Hsieh, Li-Hua | 2022.03.23 | 2022.05.31 | Career planning |
IV. Professional Fees to CPA
Unit: NT$1 thousand
| Accounting firm |
Accountant |
Period covered by CPA’s audit |
Professional audit fee |
Non-professional | Non-professional | Non-professional | audit | fee | Total | Note |
|---|---|---|---|---|---|---|---|---|---|---|
| System design |
Company registration |
Human resource |
Others (Note) |
Subtotal | ||||||
| PwC Taiwan | Chun-Yuan Hsiao |
2022.01.01- 2022.12.31 |
1,400 | - | - | - | 650 | 650 | 2,050 | Non-auditing service fees include audit and attestation of profit- seeking enterprise income tax, and agreement procedures. |
| Se-Kai Lin |
(I) If the non-professional audit fee paid to the certified accountant, the firm of the certified accountant and its affiliated institution is more than a quarter of the professional audit fee, the amount of professional audit fee and non-professional audit fee as well as the content of non-audit services shall be disclosed:
Non‐audit fees paid to the CPA, CPA firm and their affiliates are less than 25% of the aggregate audit fees.
-
(II) If the accounting firm is changed and the professional audit fee paid in the year of change is lower than the professional audit fee in the previous year, the amount and reason for the professional audit fee before and after the change shall be disclosed: None
-
(III) If the professional audit fee has decreased by more than 10% compared with the previous year, the decreased amount, proportion and reason for the reduction of professional audit fee shall be disclosed: No such situation.
-
V. Information on change of CPA
-
(I) About the successive CPA:
| Information on change of CPA (I) About the successive CPA: |
|||
|---|---|---|---|
| Date of change | - | ||
| Reason and explanation for the change |
Not applicable | ||
| Termination of the appointer or accountant or the appointment is not accepted |
The party status |
Accountant |
Appointer |
| Proactively terminate the appointment |
Not applicable |
Not applicable |
|
| The appointment is not accepted (continue) |
Not applicable |
Not applicable |
|
| Opinion and reason for the audit report other than the issuance of no reservation expression in the last two years |
Not applicable |
80
| Is there any disagreement with the issuer |
Yes | Yes | Accounting principles or practices | |
|---|---|---|---|---|
| Disclosure of financial reports | ||||
| Audit scope or procedures | ||||
| Others | ||||
| None | ||||
| Description:None | ||||
| Other disclosures (The subjects need to be discoursed according to item 1-4 to item 1-7 of Subparagraph 6 of Article 10 of the Regulations) |
||||
| (II) About the successive accountant: | ||||
| Accounting firm | ||||
| Accountant | Not applicable | |||
| Date of appointment | ||||
| The possible opinion of consultation matters and results on the financial report and the processing methods or accounting principles of certain transactions before the appointment |
||||
| The written opinion of the successive accountant on different opinions with the former accountant |
-
(III) Reply letter from the former accountant to the matters stated in Subparagraphs 1 and 2-3 of Paragraph 6 of Article 10 of the Standard: Not applicable.
-
VI. Where the company’s chairman, general manager, managerial officers in charge of financial or accounting affairs having served with the CPA firm or the affiliates thereof over the past year, it shall disclose name, position, and the duration of those served with the CPA firm: no such situation.
-
VII. In recent years and until the publication date of the annual report, directors, supervisors, managers and shareholders with more than 10% share equity transferred and changes in pledge of stock rights:
81
- (I) Equity transfer and change status of directors, supervisors, managerial officers and major shareholders:
| shareholders: | |||||
|---|---|---|---|---|---|
| Unit: Shares | |||||
| Title | Name | 2022 | 2023 up to April 23 | ||
| Increasing (decreasing) number of shares held |
Increasing (decreasing) number of pledged shares held |
Increasing (decreasing) number of shares held |
Increasing (decreasing) number of pledged shares held |
||
| Chairman | Xue Yong Co., Ltd. Representative: Chia-Chi Hou |
- | - | - | - |
| Director | Zu Sheng International Co., Ltd. Representative: Ming-Yu Huang |
- | - | - | - |
| Director | Yuan-Zhong Co., Ltd. Representative: Chang Hsu |
1,000 | - | - | - |
| Director | Zu Sheng International Co., Ltd. Representative: Chien-Ting Chen |
- | - | - | - |
| Independent Director | Teng-ChengLiu | - | - | - | - |
| Independent Director | Chieh-Min Liu | - | - | - | - |
| Independent Director | Hung-Mao Tien | - | - | - | - |
| President | Hsien-Wen Liu | - | - | - | - |
| Head of Finance and Accounting |
Chien-Chang Luo | - | - | - | - |
| Shareholder with shareholding above 10% |
Hanshen Asset Management Co., Ltd. |
- | - | - | - |
(II) Equity transfer information: The Company’s directors, managers and major shareholders are not subject to any transfer of equity to related parties.
(III) Information on pledged shares: None.
82
VIII.Information of top ten shareholders who are related or are spouses, or are relatives within 2[nd] degree of kinship:
| April 23, 2023 Unit: shares; % Names or full names and relationships of top ten shareholders who are related or are spouses or are relatives within the 2nddegree of kinship. Note Name Relations hip - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
April 23, 2023 Unit: shares; % Names or full names and relationships of top ten shareholders who are related or are spouses or are relatives within the 2nddegree of kinship. Note Name Relations hip - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
April 23, 2023 Unit: shares; % Names or full names and relationships of top ten shareholders who are related or are spouses or are relatives within the 2nddegree of kinship. Note Name Relations hip - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Shares owned by the person |
Shares held by spouse, underage dependents |
Shares held in the name of others |
Names or full names and relationships of top ten shareholders who are related or are spouses or are relatives within the 2nddegree of kinship. |
Note | ||||
| Number of shares |
Sharehold ngs percentage |
i Number of shares |
Shareholdi ngs percentage |
Number of shares |
Shareholding s percentage |
Name | Relations hip |
||
| Han Yang Global Co.,Ltd. |
49,139,065 | 53.41% | - | - | - | - | - | - | - |
| Yuan-Zhong Co., Ltd. | 4,083,000 | 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% | - | - | - | - | - | - | - |
| Han Zhong Global Investment Co.,Ltd. |
1,842,000 | 2.00% | - | - | - | - | - | - | - |
| Li-Sheng Li | 1,832,000 | 1.99% | - | - | - | - | - | - | - |
| Song Hao Investment Co.,Ltd. |
1,044,000 | 1.14% | - | - | - | - | - | - | - |
| Cheng-Yu Chuang | 727,000 | 0.79% | - | - | - | - | - | - | - |
83
- IX. Company, company’s directors, supervisors, managers and businesses in direct or indirect control by the company, their number of shares of the reinvested businesses, and the consolidated calculation of the comprehensive shareholding ratio:
| consolidated | calculation of the comprehensive shareholding ratio: | calculation of the comprehensive shareholding ratio: | calculation of the comprehensive shareholding ratio: | calculation of the comprehensive shareholding ratio: | ||
|---|---|---|---|---|---|---|
| December 31, 2022 Unit: shares; % |
||||||
| Reinvested businesses | Invested by the Company | Investments by directors, supervisors, managers and businesses in direct or indirect control |
Comprehensive investment |
|||
| Number of shares |
Ownership held by the Company |
Number of shares |
Ownership held by the Company |
Number of shares |
Ownership held by the Company |
|
| HCW INVESTMENT CO., LTD. |
40,000,000 | 100.00% |
- |
- | 40,000,000 | 100.00% |
| Jollify International Co., Ltd. |
9,997,574 | 46.83% | 9,997,574 | 46.83% | ||
| Jollify Venture Co., Ltd. |
3,746,163 | 37.46% | 3,746,163 | 37.46% | ||
| Hanshin Shopping Plaza Co., Ltd. |
8,000,000 | 16.00% | 902,250 | 1.80% | 8,902,250 | 17.80% |
| Hanlin Development Co., Ltd. |
23,100,000 |
33.00% |
23,100,000 | 33.00% |
Note: It is the long-term investment of the Company using the equity method
84
Four. Capital Overview
-
I. Capital and share capital
-
(I) Capital Source
-
1.Type of share capital
| May 30, 2023 Unit: Shares |
||||
|---|---|---|---|---|
| Types of shares |
Authorized capital | Note | ||
| Issued shares | Un-issued shares | Total | ||
| Common stocksof public companies |
92,000,000 | 18,000,000 | 110,000,000 | - |
2.History of Share Capital
| May 30, 2023 Unit: Share; NT$ thousand |
May 30, 2023 Unit: Share; NT$ thousand |
|||||||
|---|---|---|---|---|---|---|---|---|
| Year/month | Issuing Price (NT$) |
Authorized capital | Issued | shares | Note | |||
Number of shares |
Amount | Number of shares |
Amount | Capital Source | Capital Increase by Assets Other than Cash |
Others |
||
| 1964/10 | 100 | 150,000 |
15,000 |
150,000 |
15,000 |
Capital at the foundation 15,000 |
None | |
| 1968/04 | 100 | 225,000 |
22,500 |
225,000 |
22,500 |
Capital increase via cash 7,500 |
None |
|
| 1971/05 | 100 | 270,000 |
27,000 |
270,000 |
27,000 |
Capital increase out of earnings 4,500 |
None |
|
| 1972/04 | 100 | 297,000 |
29,700 |
297,000 |
29,700 |
Capital increase out of earnings 2,700 |
None |
|
| 1973/04 | 100 | 415,800 |
41,580 |
415,800 |
41,580 |
Capital increase out of earnings 11,880 |
None |
|
| 1974/12 | 100 | 582,120 |
58,212 |
582,120 |
58,212 |
Capital increase out of earnings 16,632 |
None |
|
| 1978/09 | 100 | 767,120 |
76,712 |
767,120 |
76,712 |
Capital increase out of earnings 18,500 |
None |
|
| 1980/10 | 100 | 843,832 |
84,383 |
843,832 |
84,383 |
Capital increase out of earnings 7,671 |
None |
|
| 1983/12 | 100 | 1,150,000 |
115,000 |
1,150,000 |
115,000 |
Capital increase out of earnings 30,617 |
None |
|
| 1986/06 | 100 | 1,800,000 |
180,000 |
1,800,000 |
180,000 |
Capital increase via capital surplus 65,000 |
None |
|
| 1988/05 | 10 | 33,300,000 | 333,000 |
33,300,000 | 333,000 |
Capital increase out of earnings 153,000 |
None |
|
| 1988/06 | 10 | 40,500,000 | 405,000 |
40,500,000 | 405,000 |
Capital increase via capital surplus 72,000 |
None |
|
| 1989/08 | 10 | 46,980,000 | 469,800 |
46,980,000 | 469,800 |
Capital increase out of earnings 64,800 |
None |
Order No. Tai- Cai-Zheng-(I)- 01489 of July 25, 1989 (78) |
85
| Year/month | Issuing Price (NT$) |
Authorized capital | Authorized capital | Issued | shares | Note | Note | Note |
|---|---|---|---|---|---|---|---|---|
Number of shares |
Amount | Number of shares |
Amount | Capital Source | Capital Increase by Assets Other than Cash |
Others |
||
| 1990/12 | 10 | 53,385,000 | 533,850 |
53,385,000 | 533,850 |
Capital increase via cash 49,956 Capital increase via capital surplus 14,094 |
None |
Order No. Tai- Cai-Zheng-(I)- 03166 of November 15, 1990 (79) |
| 1991/10 | 10 | 80,000,000 | 800,000 |
63,385,000 | 633,850 |
Capital increase via cash 100,000 |
None |
Order No. Tai- Cai-Zheng-(I)- 02811 of September 27, 1991 (80) |
| 1992/10 | 10 | 80,000,000 | 800,000 |
69,723,500 | 697,235 |
Capital increase via capital surplus 63,385 |
None |
Order No. Tai- Cai-Zheng-(I)- 02413 of September 17, 1992 (81) |
| 1993/07 | 10 | 110,000,000 | 1,100,000 | 87,538,000 | 875,380 |
Capital increase out of earnings 139,447 Capital increase via employee dividend 3,836 Capital increase via capital surplus 34,862 |
None |
Order No. Tai- Cai-Zheng-(I)- 01477 of June 19, 1993 (82) |
| 1994/07 | 10 | 110,000,000 | 1,100,000 | 98,380,000 | 983,800 |
Capital increase out of earnings 61,277 Capital increase via employee dividend 3,374 Capital increase via capital surplus 43,769 |
None |
Order No. Tai- Cai-Zheng-(I)- 29971 of June 30, 1994 (83) |
| 1995/06 | 10 | 110,000,000 | 1,100,000 | 108,540,000 | 1,085,400 | Capital increase out of earnings 59,028 Capital increase via employee dividend 3,220 Capital increase via capital surplus 39,352 |
None |
Order No. Tai- Cai-Zheng-(I)- 29800 of May 23, 1995 (84) |
| 2003/07 | 10 | 110,000,000 | 1,100,000 | 102,540,000 | 1,025,400 | Capital decrease 60,000 |
None |
Order No. Tai- Cai-Zheng-San- Zi-0920134563 of July 28, 2003 |
| 2003/10 | 10 | 110,000,000 | 1,100,000 | 101,713,000 | 1,017,130 | Capital decrease 8,270 |
None |
Order No. Tai- Cai-Zheng-San- Zi-0920146354 of October 3, 2003 |
| 2003/12 | 10 | 110,000,000 | 1,100,000 | 97,000,000 | 970,000 |
Capital decrease 47,130 |
None |
Order No. Tai- Cai-Zheng-San- Zi-0920161935 of December 31, 2003 |
| 2004/11 | 10 | 110,000,000 | 1,100,000 | 94,000,000 | 940,000 |
Capital decrease 30,000 |
None |
Order No. Tai- Cai-Zheng-San- |
86
| Year/month | Issuing Price (NT$) |
Authorized capital | Authorized capital | Issued | shares | Note | Note | Note |
|---|---|---|---|---|---|---|---|---|
Number of shares |
Amount | Number of shares |
Amount | Capital Source |
Capital Increase by Assets Other than Cash |
Others |
||
| Zi-0930150220 of November 3, 2004 |
||||||||
| 2005/07 | 10 | 110,000,000 | 1,100,000 | 92,000,000 | 920,000 |
Capital decrease 20,000 |
None | Order No. Tai- Cai-Zheng-San- Zi-0940131151 of July 26, 2005 |
3.Information for shelf registration: None.
(II) Composition of shareholders:
| (II) Composition of shareholders: | (II) Composition of shareholders: | (II) Composition of shareholders: | ||||
|---|---|---|---|---|---|---|
| April 23, 2023 Unit: Persons; Shares |
||||||
| Composition of shareholders Quantity |
Governmental agencies |
Financial institutions |
Other juridical person |
Foreign institutions and foreigners |
Domestic natural persons |
Total |
| Number of Shareholders |
0 | 1 | 34 | 17 | 9,081 | 9,133 |
| No. of Shares Held | 0 | 3,000 | 66,909,518 | 274,595 |
24,812,887 | 92,000,000 |
| Ownership held by the Company |
0.00% | 0.00% | 72.73% | 0.30% | 26.97% | 100.00% |
(III) Distribution profile of share ownership:
| II) Distribution profile of share | II) Distribution profile of share | II) Distribution profile of share | ownership: | ||
|---|---|---|---|---|---|
| April 23, 2023 Unit: Persons; Shares |
|||||
| Shareholder ownership | Number of Shareholders |
No. of Shares Held |
Ownership held by the Company |
||
| 1 | to | 999 | 5,718 | 883,003 | 0.96% |
| 1,000 | to | 5,000 | 2,774 | 5,386,616 | 5.86% |
| 5,001 | to | 10,000 | 343 | 2,753,725 | 2.99% |
| 10,001 | to | 15,000 | 76 | 998,909 | 1.09% |
| 15,001 | to | 20,000 | 58 | 1,064,971 | 1.16% |
| 20,001 | to | 30,000 | 51 | 1,256,100 | 1.37% |
| 30,001 | to | 40,000 | 23 | 837,297 | 0.91% |
| 40,001 | to | 50,000 | 14 | 637,655 | 0.69% |
| 50,001 | to | 100,000 | 37 | 2,618,000 | 2.85% |
| 100,001 | to | 200,000 | 20 | 2,883,641 | 3.13% |
| 200,001 | to | 400,000 | 4 | 959,000 | 1.04% |
| 400,001 | to | 600,000 | 5 | 2,575,018 | 2.80% |
| 600,001 | to | 800,000 | 1 | 727,000 | 0.79% |
| 800,001 | to | 1,000,000 | 0 | 0 | 0.00% |
| 1,000,001 or above | 9 | 68,077,065 | 74.36% | ||
| Total | 9,133 | 92,000,000 | 100.00% |
(IV) List of Major Shareholders: (shareholders of top 10 shareholding percentages):
87
| April 23, 2023 Unit: Persons; Shares |
||
|---|---|---|
| Shares Names of major shareholders |
No. of Shares Held |
Ownership held by the Company |
| Han Yang Global Co., Ltd. | 49,139,065 | 53.41% |
| Yuan-Zhong Co., Ltd. | 4,083,000 | 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% |
| Han Zhong Global Investment Co., Ltd. | 1,842,000 | 2.00% |
| Li-Sheng Li | 1,832,000 | 1.99% |
| Song Hao Investment Co., Ltd. | 1,044,000 | 1.14% |
| Cheng-Yu Chuang | 727,000 | 0.79% |
- (V) Market Price, Net Worth, Earnings, Dividends Per Common Share in Most Recent Two Fiscal Years:
| Fiscal Years: | Fiscal Years: | Fiscal Years: | |||
|---|---|---|---|---|---|
| Unit: NTD | |||||
| Year Items |
2021 (restated) |
2022 | 2023 up to March 31 |
||
| Market Price Per Share |
Highest | 28.50 | 24.30 | 26.85 | |
| Lowest | 20.55 | 18.05 | 20.65 | ||
| Average | 24.17 | 21.20 | 22.73 | ||
| Net Worth Per Share |
Before distribution | 24.64 | 24.70 | 25.42 | |
| After distribution | 24.44 | (Note) | 25.42 | ||
| Earnings per share |
Weighted average shares (thousand shares) |
92,000 | 92,000 | 92,000 | |
| Earnings per share |
Owner of parent company |
1.39 | 1.00 | 0.54 | |
| Equity owned by the previous holder under the joint control |
0.14 | 0.14 | 0.00 | ||
| Total | 1.53 | 1.14 | 0.54 | ||
| Dividends per share |
Cash dividends | 18,400 | (Note) | 0.00 | |
| Issuance of bonus shares |
Dividends from retained earnings |
0.00 | (Note) | 0.00 | |
| Dividends from capital surplus |
0.00 | (Note) | 0.00 | ||
| Accumulated Un-allocated Dividends |
0.00 | (Note) | 0.00 | ||
| Return on Investment |
Price/earnings ratio | 16.82 | 20.70 | 41.90 | |
| Price/dividend ratio | 117.25 | (Note) | 0.00 | ||
| Cash Dividends Yield | 0.85% | (Note) | 0.00% |
Note: The earning distribution proposal of 2022 has not yet been resolved by the regular shareholders’
88
meeting, so it will not be shown for now.
- (VI) Dividend Policy and Implementation Status:
1.Dividends Policy:
According to Article 18-1 of the Company’s Articles of Association:
The Company’s earning distribution or loss compensation may be conducted after the end of each fiscal year. If there is any surplus in the annual final accounts, taxes shall be paid first, then the accumulated losses shall be made up, then the employees’ remuneration shall be estimated to be retained., then 10% of the balance shall be allocated to the legal reserve; however, this does not apply when the legal reserve has reached the total amount of the capital of the Company. Further, based on laws or regulations of the competent authority, the special reserve shall be appropriated or reversed. If there is any surplus left, its balance shall be added to the quarterly accumulated undistributed surplus as dividends for shareholders. The Board of Directors shall prepare a distribution proposal in the form of issuance of new shares, which shall be submitted to the meeting of shareholders to reach the resolution of distribution; if in the form of cash, it shall be subject to the resolution of the Board of Directors.
If after determining the annual final account and there is any profit, such profit shall be first allocated for paying the tax payable and making up the losses, and the Company shall appropriate 10% as the legal reserve. However, when the legal reserve amounts to the authorized capital, this shall not apply. Further, based on laws or regulations of the competent authority, the special reserve shall be appropriated or reversed. If there is any surplus left, its balance shall be added to the accumulated undistributed surplus as dividends for shareholders. The Board of Directors shall prepare a distribution proposal in the form of issuance of new shares, which shall be submitted to the meeting of shareholders to reach the resolution of distribution.
Any cash distribution of dividends, profit, legal reserve or capital reserve, whether in whole or in part, must be resolved in a board meeting with more than two-thirds of the board present, voted in favor by more than half of attending directors, and reported in the upcoming shareholders’ meeting.
According to Article 18-2 of the Company’s Articles of Association:
In response to the current competitive and ever-changing business environment and continuous expansion of the Company, the Company shall distribute dividends in a combination of shares and cash depending on factors such as future capital needs, financial structure, and consideration of shareholders’ rights and interests, among which cash dividends shall not be lower than 20% of the total dividends.
- 2.The dividend distribution that has been discussed for the year:
The 2022 earning distribution was resolved by the Board on March 27, 2023, but not yet approved by the shareholders’ meeting; which distributes cash dividends of NT$0.3 per share to shareholders, totaling NT$27,600,000.
-
3.The dividend policy is expected to have a significant change: no
-
(VII) The impact of the issuance of bonus shares proposed in this general meeting upon the Company’s business performance and earnings per share (EPS): N/A.
-
(VIII) Employees’ and directors’ remuneration:
-
1.Percentages or ranges with respect to employees, directors, and supervisor remuneration according to the Articles of Incorporation: Pursuant to Article 18 of the Company’s Articles of Incorporation:
The Company shall use the current year’s pre-tax profits to deduct the benefits before distributing employee remuneration and director’s remuneration. After retaining to make up for the accumulated losses, if there is any balance, it shall allocate 0.5% to 5% of such balance as employees’ remuneration, and the directors’ remuneration shall
89
not exceed 2%.
Decisions on distribution ratio of employees’ and directors’ remuneration, and whether the employees’ remuneration shall be distributed in stocks or cash shall be made by the meeting of Board of Directors attended by more than two-thirds of the directors and the resolution approved by more than half of the directors present, which shall be reported to the shareholders’ meeting.
Those entitled to receive employees’ remuneration in the forms of stocks or cash may include employees of the controlling/controlled companies or affiliates which meet the terms and conditions set by the board of directors or its authorized personnel.
The remuneration of directors can only be paid in cash, and the independent directors of the Company are not included in the annual remuneration distribution.
-
2.The basis for estimating the amount of employee, director and supervisor remuneration, calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
-
(1)Estimation basis for the amount of employee and director remuneration estimated in the current period: Please refer to the description of the (VIII) Employees’ and directors’ remuneration above,
-
(2)Calculation basis for the number of shares distributed as employee remuneration for the current period: none.
-
(3)Accounting treatment when the actual distribution amount of the current period is different from the estimated amount: Not applicable
-
3.Board of Directors approved the following remuneration distribution:
-
(1)The amount of any employees’ remuneration distributed in cash or stocks and the remuneration for directors: Pursuant to Article 18 of the Articles of Incorporation, for 2022, the Company distributes NT$559,428 as employees’ remuneration and NT$559,428 as directors’ remuneration; which was passed upon the resolution adopted in the board meeting on March 27, 2023.
-
(2)The amount of any employees’ remuneration distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the standalone financial reports or individual financial reports for the current period and total employees’ remuneration: no employee remuneration is distributed in shares for the period, and thus it is not applicable.
-
4.The actual distribution of employee, director, and supervisor remuneration for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price, of the shares distributed), and, if there is any discrepancy between the actual distribution and the recognized employee and director remuneration, additionally the discrepancy, cause, and how it is handled:
The Company estimated that in 2021, the employees’ remuneration was NT$682,531 in cash and the directors’ remuneration was NT$682,531 in cash. The above-mentioned distribution amount did not differ from the amount recognized in the 2021 financial statements.
| Distribution | Previous year (2021) | Previous year (2021) | ||
|---|---|---|---|---|
| The actual distribution resolved by the shareholders’ meeting |
The proposed distributions approved by the Board |
Difference | Reason of difference |
|
| 1. Employee remuneration in cash |
682,531 | 682,531 | - | - |
90
| 2. Employee remuneration in shares |
- | - | - | - |
|---|---|---|---|---|
| (1) Number of shares |
- | - | - | - |
| (2)Amount | - | - | - | - |
| 3. Director remuneration |
682,531 | 682,531 | - | - |
-
(IX)Situation of re-purchase of the Company’s stocks: none.
-
II. Corporate bonds: None.
-
III. Preferred shares: None.
-
IV. Overseas depositary receipts: None.
-
V. Status of issue and private placement of employee stock warrants: None.
-
VI. New restricted shares acquired as an employee: None.
-
VII. Merger or acquisition, issue of new shares in connection with the acquisition of shares of another company: None.
VIII. Implementation status for plan of utilization of capital
- (I) Content of the plan:
As of the last quarter before the publication date of the annual report, with respect to each uncompleted public issue or private placement of negotiable securities, and to such issues and placements that were completed in the most recent 3 years but have not yet fully yielded the planned benefits: None.
- (II) Implementation status: None.
91
Five. Operational Highlights
-
I. Business Scope
-
(I) Scope of Business
-
1.The Company’s main businesses:
-
(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) H701010 Housing and Building Development and Rental.
-
(10) H701020 Industrial Factory Development and Rental.
-
(11) H701040 Specific Area Development.
-
(12) H701050 Investment, Development and Construction in Public Construction.
-
(13) H701060 New Towns, New Community Development.
-
(14) H703090 Real Estate Business.
-
(15) H703100 Real Estate Leasing.
-
(16) I301030 Electronic Information Supply Services.
-
(17) I101110 Textile Consulting.
-
(18) I501010 Product Designing.
-
(19) I502010 Clothing Designing.
-
(20) C104020 Manufacture of Bakery and Steam Products.
-
(21) F102040 Wholesale of Nonalcoholic Beverages.
-
(22) F102170 Wholesale of Foods and Groceries.
-
(23) F106020 Wholesale of Daily Commodities.
-
(24) F108040 Wholesale of Cosmetics.
-
(25) F203010 Retail Sale of Food, Grocery and Beverage.
-
(26) F206020 Retail Sale of daily commodities.
-
(27) F208040 Retail Sale of Cosmetics.
-
(28) C109010 Manufacture of Seasoning.
-
(29) C105010 Edible Oil and Fat Manufacturing.
-
(30) C114010 Food Additives Manufacturing.
-
(31) C110010 Beverage Manufacturing.
-
(32) C104010 Manufacturing of Sugar Confectionery.
-
(33) C106010 Grain Husking, Manufacture of Grain Mill Products, Starches and Starch Products.
-
(34) C199010 Manufacture of Noodles, Couscous and Similar Farinaceous Products.
-
(35) C199990 Manufacture of Other Food Products Not Elsewhere Classified.
-
(36) F102030 Wholesale of Tobacco and Alcohol.
-
(37) ZZ99999 All business activities that are not prohibited or restricted by law, except those that are subject to special approval.
-
92
- 2.Proportion of major product sales:
| Expressed in thousands of NTD | Expressed in thousands of NTD | |||
|---|---|---|---|---|
| Year Product Type |
2021 (restated) | 2022 | ||
| Amount | % | Amount | % | |
| Revenue from construction projects |
483,134 | 78.49 | 502,330 | 88.10 |
| Sales of wool tops and shrink-proof wool tops |
75,283 | 12.23 | 14,780 | 2.59 |
| Lease revenue | 52,414 | 8.52 | 52,778 | 9.26 |
| Others | 4,704 | 0.76 | 265 | 0.05 |
| Total | 615,535 | 100.00 | 570,153 | 100.00 |
-
3.The Company’s current products: industrial plants and residences.
-
4.New products planned to be developed: Actively participate in dangerous and old building projects, urban renewal projects (private and public), stateowned land tenders, construction of residences, commercial offices and parking spaces, among other things.
-
1.Industry status and development
-
(1)Real estate is currently entering a period of plateau correction. The main reasons including the market atmosphere is poor, and the wider gap of price perception between buyers and sellers, resulting in longer days to conclude transactions. For the land development, the main direction is these products of rigid needs for self-use; the buyers are mainly those who live in the houses, replaces homes, or possess properties for long-term.
-
(2)In response to the overheating of the real estate market in 2022 during the Republic of China, public sector policies to curb short-term hype, credit control measures, etc., will have an impact on small and medium-sized developers, but medium and large developers with sound financials and better physical conditions can take advantage of the trend layout, gradually consolidating and expanding the scale of operation.
-
(3)Operation status
-
Construction revenue: currently, many projects have participated in investment and implementation, and all of them have entered the substantial development schedule.
Rental revenue: part of the investment properties have been leased out, and the tenants are being sought actively for the unleased investment properties.
- 2.Relations between the upstream, midstream and downstream of the industry
The upstream raw materials of the upstream in the construction industry are land and construction costs. In 2022, due to the loose liquidity in the market, house prices rose too fast, plus the credit control and other measures by the Central Bank, the cost of land acquisition soared consequently; furthermore, the issue of the construction costs going out-of-control due to the rising raw material prices and widened manpower gap is expected to be mitigated this year. However, under the backdrop where the prices are not easy to rise, the inventory turnover rate declines, policy impacts, and sales prices fluctuate, the key to compress the end developers’ profit is whether the costs are successfully passed on or controlled. The downstream is mainly the sales agencies and the realtors with physical channels. In the past, the construction investment industry mostly adopted pre-sales or worked with sales agencies. However, the sales models are diversifying to cope with the market movement. Other than the pre-sales, the proportion of sales when constructing or sales upon completion by working with realtors, or even sales by the developers, will increase in the future.
In addition, big data + digital marketing has gradually become the most important
93
media exposure channel.
-
3.Development trends and competition of products
-
(1)In the short term, the market will become more volatile, but in the medium and long term, housing prices will still rise slowly. The development strategy should pursue good locations, good products, and good planning, for possible opportunities to create value and be profitable.
-
(2)The first-time buyers, first-time house replacement, and self-use products will be the mainstream in the market in the near future. Residential products are mainly two to three-room products. Due to the limited fund momentum, the excess profits in the past will no longer exist in the near future, and the operating environment will be relatively favorable to the medium and large construction companies.
-
(3)The population of single household is decreasing year by year, and the space of products will be revised down. However, the two- and three-room products that are not for investment and more practical are the mainstream of residence.
-
(4)Most of the spacious lands in downtowns are state-owned. In the past, the acquisition method was single and difficult. In the future, the state-owned lands will be released in the form of rights transformation or superficies via the public urban renewal.
-
(III) Overview of technology and research and development (R&D)
-
1.Overview of the Company’s technologies and its research and development work
-
(1) Smart green energy, health, and co-inhabit houses for youth and senior, are the directions that need to be emphasized in the future.
-
(2) The proportion of investment in big data and digital marketing equipment and technology will gradually increase.
-
2.Research and development expenditures during the most recent year (2022) and up to the publication date of the annual report: none.
-
3.Technologies and/or products successfully developed during the most recent year (2022) and up to the publication date of the annual report: none.
-
(IV)Short and long term business development plans
-
1.Short term business development plans:
Participated in numerous project investments, led development projects and other related matters, to accumulate industrial experience and capabilities; and focus on rigidneed self-use products as the development direction.
-
2.Long term business development plans:
-
(1) Replenish human resources and reserves.
-
(2) Develop land accesses toward multiple aspects, as well as participate in state-owned or state-owned enterprise tenders, public urban renewal projects, and lands with superficies.
-
(3) Develop independent projects, focusing on dangerous old buildings and urban renewal to support the national policy.
94
II. Status of the market and production/sales
- (I) Market analysis:
1.Major sales region of products
| Region | Project name | Product type |
|---|---|---|
| Taipei City | Kuo Yang Intercontinental | Plant-office buildings |
| New Taipei City | Sanchong Project (TBC) | Plant-office buildings |
| New Taipei City | Tucheng Project (TBC) | Plant-office buildings |
| New Taipei City | Zhonghe Project (TBC) | Plant-office buildings |
| New Taipei City | Xindian Project (TBC) | Plant-office buildings |
| New Taipei City | XizhiProject (TBC) | Residence |
| Tainan City | Emerald Forest | Residence |
| Kaohsiung City | Smiling Era | Residence |
2.Market share
The mains area for Company’s product sales are the Taipei and New Taipei City areas, and to cope with the recent market movements and needs, the Company’s main product is the plant-office commercial building.
3.Future market supply, demand and growth
Real estate is currently entering a period of plateau correction. The main reasons including the market atmosphere is poor, and the wider gap of price perception between buyers and sellers, resulting in longer days to conclude transactions. For the land development, the main direction is these products of rigid needs for self-use; the buyers are mainly those who live in the houses, replaces homes, or possess properties for longterm. In response to the overheating of the real estate market in 2022 during the Republic of China, public sector policies to curb short-term hype, credit control measures, etc., will have an impact on small and medium-sized developers, but medium and large developers with sound financials and better physical conditions can take advantage of the trend layout, gradually consolidating and expanding the scale of operation.
-
4.Competitive niche, and the advantageous and disadvantageous factors for future development and countermeasures thereof
-
(1)Competitive edges
Recently, to cope with the market movement, the Company focuses on self-use products. Although the market has fluctuated recently, the market demand still exists, and the cases are expected to be closed smoothly.
(2)Positive factors
The Company is located in Taipei and New Taipei City area, with multi-positioning, to balance the sales risks in each area.
- (3)Unfavorable factors:
Products are concentrated in the plant-office buildings. If market movements intensify and demand decreases, there is a risk that the sales period will be prolonged due to single product, negative to cost control.
(4)Countermeasures
Increase the diversification of the Company’s products and seek greater niche points.
(II) Important usage and production processes of major products
Currently, the Company’s main products for sales are plan-office buildings, and related businesses are handled as scheduled. In addition, part of the investment properties have been leased out, and the tenants are being sought actively for the unleased investment properties; currently, many projects have participated in investment and implementation,
95
and all of them have entered the substantial development schedules. The revenues will be recognized based on the development schedule.
- (III) Supply situation of major raw materials
Although the market atmosphere is poor, the supply of spacious land available for development is still scarce. In the future, the Company will actively participate in the relevant operations, such as public urban renewal, urban renewal, renovation of dangerous and old buildings, and section expropriation, seeking to stabilize the supply of land.
-
(IV)Any suppliers and clients accounting for 10% or more of the Company’s total procurement (sales) amount in either of the 2 most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each
-
1.Information on major suppliers in the last two years
| Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | ||||||
|---|---|---|---|---|---|---|---|---|
| item | 2021(restated) | 2022 | ||||||
name |
Amount |
Ratio of net purchases in the whole year (%) |
The relationshi p with the issuer |
name | Amount | Ratio of net purchases in the whole year (%) |
The relationsh ip with the issuer |
|
| 1 | management A | 185,601 | 29.16 |
None |
management A | 629,518 | 63.61 |
None |
| 2 | management B | 183,644 | 28.85 |
None |
management B | 194,297 | 19.63 |
None |
| 3 | management C | 99,595 | 15.64 |
None |
Other | 165,870 | 16.76 |
None |
| 4 | management D | 93,973 | 14.76 |
None |
||||
| 5 | other | 73,784 | 11.59 |
None |
||||
| netpurchases | 636,597 | 100.00 |
netpurchases | 989,685 | 100.00 |
note : Due to contractual obligations preventing disclosure of the vendor's name, it is referred to by a code 。
Reasons for Increase or Decrease: The suppliers added during this period are all due to 。 the addition of suppliers for joint construction projects
-
2.Information of the major clients of sales in the 2 most recent fiscal years Except NT$14,780 thousand from the customer of buying and selling segment, the
-
rest belongs to the real estate development projects of the Group’s affiliates directly sold to general house buyers. Since the counterparties are scattered, there is no single sales counterparty exceeding 10% of the total sales. Reason of change: N/A.
-
(V) Table of the Production Volume and Value of the 2 Most Recent Years
| Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | ||||
|---|---|---|---|---|---|---|
| Year Production Volume and value Core product |
2021 | 2022 | ||||
| Production capacity |
Production volume |
Production value |
Production capacity |
Production volume |
Production value |
|
| Joint Operation Project |
- | - | 564,827 | - | - | 975,062 |
| Wool top(kg) | - | 122,236 | 40,095 | - | 14,275 | 5,394 |
| Shrink-resistant wool top(kg) |
- | 83,232 | 29,228 | - | 22,787 | 9,229 |
96
| Others | - | 8,096 | 2,447 | - | - | - |
|---|---|---|---|---|---|---|
| Total | - | 213,564 | 636,597 | - | 37,062 | 989,685 |
- (VI)Table of the Sales Volume of the 2 Most Recent Years
| Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | |||||
|---|---|---|---|---|---|---|---|---|
| Year Sales volume and value Core proudct |
2021 | 2022 | ||||||
| Domestic sales | Export | Domestic sales | Export | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | Value | |
| Joint Operation Project |
- | 540,085 | - | - | - | 555,373 | - | - |
| Wool top(kg) | - | - | 122,236 | 43,847 | - |
- | 14,275 | 5,366 |
| Shrink-resistant wool top(kg) |
- |
- | 83,232 | 29,123 |
- |
- | 22,787 | 9,414 |
| Others | - | - | 8,096 | 2,480 |
- |
- | - | - |
| Total | - | 540,085 | 213,564 | 75,450 | - |
555,373 | 37,062 | 14,780 |
III. Employees
Employee Profile of the Most Recent Two Years up to the Publication of this Annual Report:
| Year | Year | 2021 | 2022 | 2023 up to May 30 |
|---|---|---|---|---|
| Number of Employees |
Staff | 8 | 12 | 15 |
Employee |
0 | 0 | 0 | |
Total |
8 | 12 | 15 | |
| Average age | 41 | 40 | 43 | |
| Average years of service |
0.97 | 0.96 | 1.05 | |
| Distribution of education background |
Ph.D. | 0.00% | 0.00% | 0.00% |
| Master’s | 12.50% | 25.00% | 20.00% | |
Bachelor’s |
87.50% | 75.00% | 80.00% | |
| High School |
0.00% | 0.00% | 0.00% | |
| Below Senior High School |
0.00% | 0.00% | 0.00% |
-
IV. Expenditures on environmental protection
-
(I) 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.
-
(II) Possible expenses that could be incurred currently in the future and measures being or to be taken: N/A
-
V. Labor relations
-
(I) Various employee benefits, continuous education, training, retirement systems and the implementation thereof, as well as the agreements between labor and management and
97
various measures to protect employees’ rights and interests:
- 1.Employee benefits:
- (1)Employees enjoy labor insurance, employment insurance, national health insurance, and group insurance.
- (2)Distribute birthday gift money, festival gift money, meal subsidy, travel subsidy, and health check subsidy.
- (3)Celebration and condolence money and maternity subsidy.
- 2.Continuing education and training for employees:
- (1)The Regulations Governing Employees’ Education and Training are established, and the internal and external education and trainings, as well various industrial or functional seminars are held; employees are encouraged to attend them to improve knowledge exchange and inheritance within the Company, enhance the human resources, elevate the overall competitiveness of the Company, and achieve the overall operational objective. Improve the working skills of employees to exert their talents sufficiently, and advance their career development.
- 3.Retirement system and implementation thereof
- (1)The new labor retirement system is applicable to all existing employees, and the Company contributes 6% of their wages to the employee’s personal pension account every month.
- (2)A worker may apply for voluntary retirement under any of the following conditions:
- A. Where the worker attains the age of fifty-five and has worked for fifteen years.
- B. Where the worker has worked for more than twenty-five years.
- C. Where the worker attains the age of sixty and has worked for ten years.
- 4.Management-labor agreement and implementation of various measures protecting the rights of employees
- (1)Human rights policies are established to provide a reasonably safe workplace, so that employees are treated fairly with dignity.
- (2)Establish the Procedures for Reporting Illegal and Unethical Conduct and Filling Complaint, “workplace” sexual harassment prevention measures, and regulations for appealing and disciplinary actions, to provide a proper complaint mechanism.
- (3)Establish the Procedures for Reporting Illegal and Unethical Conduct and Filling Complaint, to provide a proper appealing mechanism.
- (4)The all-employee monthly meetings are held every month, to provide labormanagement communication and negotiation channels, and the understanding of operational changes that may have a material effect.
- (5)Access control has been implemented in the offices, and firefighting, air-conditioning and drinking water equipment are regularly inspected and cleaned to reduce hazardous factors to employees’ safety and health. The safety and health supervisors have been established, with timely safety and health education implementation, and regular health checks on employees, to prevent occupational disasters.
-
(II) List any losses sustained as a result of labor disputes in the most recent fiscal year and until the annual report publication date, disclose an estimate of losses incurred to date or likely to be incurred in the future and countermeasures: The Company has not sustained any loss as a result of labor disputes.
-
VI. Cyber security management:
-
(I) Cyber security risk management framework, cyber security policies, concrete management programs, and investments in resources for cyber security management
- 1.The ERP system is introduced, the file server is built and the anti-virus software is installed, to ensure correct accounting, smooth collaboration, and information security.
98
-
2.Build the ERP system, and the on-site backup and off-site backup mechanism of file server, to avoid the risk of data damage.
-
3.The Regulations Governing Information Security System Management are established, to manage information security incidents and accidents, and continuously improve the information security management system.
-
4.The ERP system recovery drill is conducted once a year, to ensure that the normal operation of the ERP system is able to be quickly restored when an abnormal event occurs.
-
5.The information security education and training is conducted at least once a year, to respond to environmental changes and enhance employees’ awareness of information security.
-
(II) List 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 therefrom, and measures being or to be taken: none.
VII. Important contracts (as of the publication date of the annual report on May 30, 2023)
| Contract type | The party | Commencement and Expiration Dates |
Main businesses |
Restrictive clauses |
|---|---|---|---|---|
| Contract for joint investment and development |
Six companies including KYCC |
November 23, 2020 - Completion of the project |
For the project at Jiuzong of Neihu, jointly invested and developed with 5 other companies to obtain 4 pieces of land including No. 83-1, Jiuzong Section, Neihu District, Taipei City. |
None |
| Contract for joint investment and development |
Six companies including KYCC |
January 28, 2021 - Completion of the project |
For the project at Tucheng of Zhongyi, jointly invested and developed with 5 other companies to obtain 19 pieces of land including No. 365, Zhongyi Section, Tucheng District, New Taipei City. |
None |
| Contract for joint investment and development |
Five companies including KYCC |
July 15, 2021 - Completion of the project |
For the project at Zhongxing of Sanchong, jointly invested and developed with 4 other companies to obtain 9 pieces of land including No. 28, Zhongxing Section, Sanchong District, New Taipei City. |
None |
| Contract for joint investment and development |
Four companies including Weili International Development Co., Ltd. |
August 10, 2022 - Completion of the project |
For the project at Zhongyuan of Zhonghe, jointly invested and developed with 3 other companies to obtain 12 pieces of land including No. 258, Zhongyuan Section, Zhonghe District, New Taipei City. |
None |
99
Six. Financial Highlights
-
I. Condensed Balance Sheet and Statement of Comprehensive Income of the most recent five years
-
(I) Condensed Balance Sheet and Statement of Comprehensive Income
- 1.Condensed consolidated balance sheet
| Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | ||
|---|---|---|---|---|---|---|---|
| Year Items |
Financial Summary for The Last Five Years | Financial data as of March 31, 2023 (reviewed and certified by CPA) |
|||||
| 2018 | 2019 | 2020 | 2021 (Restated) |
2022 | |||
| Current assets | 1,960,085 | 2,248,238 | 1,179,060 |
2,710,006 | 2,741,867 | 2,835,867 | |
| Property, plants, and equipment |
2,716 | 2,320 |
216 |
192 |
167 |
161 |
|
| Intangible assets | 35 | 20 |
6 |
0 |
0 |
0 |
|
| Other assets | 34,176 | 580,612 |
1,226,646 |
2,166,662 | 2,080,730 | 2,179,105 | |
| Total assets | 1,997,012 | 2,831,190 | 2,405,928 |
4,876,860 | 4,822,764 | 5,015,133 | |
| Current liabilities |
Before distribution |
151,448 |
16,357 |
174,700 |
1,428,948 | 1,485,605 | 1,607,386 |
| After distribution |
151,448 |
476,357 |
174,700 |
1,447,348 | (Note) |
1,607,386 | |
| Non-current | liabilities | 3,441 | 3,174 |
438 |
127,681 |
522,155 |
519,693 |
| Total liabilities | Before distribution |
154,889 |
19,531 |
175,138 |
1,556,629 | 2,007,760 | 2,127,079 |
| After distribution |
154,889 |
479,531 |
175,138 |
1,575,029 | (Note) |
2,127,079 | |
| Equity attributable to parent company |
1,842,123 | 2,811,659 | 2,230,790 |
2,266,895 | 2,272,742 | 2,338,881 | |
| Capital stock | 920,000 | 920,000 |
920,000 |
920,000 |
920,000 |
920,000 |
|
| Capital surplus | 8,686 | 8,686 |
10,714 |
145,021 |
182,854 |
182,854 |
|
| Retained earnings |
Before distribution |
913,484 |
1,875,467 | 1,166,742 |
1,319,103 | 1,374,076 | 1,396,983 |
| After distribution |
913,484 |
1,415,467 | 1,166,742 |
1,300,703 | (Note) |
1,396,983 | |
| Other equity | (47) | 7,506 |
133,334 |
(117,229) | (204,188) | (160,956) | |
| Treasury stock | 0 | 0 |
0 |
0 |
0 |
0 |
|
| Equity owned by the previous holder under the joint control |
0 | 0 |
0 |
347,601 |
0 |
0 |
|
| Non-controlling equity | 0 | 0 |
0 |
705,735 |
542,262 |
549,173 |
|
| Total equity | Before distribution |
1,842,123 | 2,811,659 | 2,230,790 |
3,320,231 | 2,815,004 | 2,888,054 |
| After distribution |
1,842,123 | 2,351,659 | 2,230,790 |
3,301,831 | (Note) |
2,888,054 |
Note: the 2022 earning distribution proposal has not been resolved by the shareholders’ meeting
100
2.Condensed standalone balance sheet
| 2.Condensed standalone balance sheet | 2.Condensed standalone balance sheet | 2.Condensed standalone balance sheet | 2.Condensed standalone balance sheet | 2.Condensed standalone balance sheet | 2.Condensed standalone balance sheet | 2.Condensed standalone balance sheet |
|---|---|---|---|---|---|---|
| Expressed in thousands of NTD | ||||||
| Year Items |
Financial Summaryfor The Last Five Years |
|||||
| 2018 | 2019 | 2020 | 2021 (Restated) |
2022 | ||
| Current assets | 1,848,276 | 2,150,525 |
868,823 |
1,294,812 |
1,866,691 |
|
| Property, plants, and equipment |
2,716 | 2,320 |
216 |
192 |
167 |
|
| Intangible assets | 35 | 20 |
6 |
0 |
0 |
|
| Other assets | 145,835 | 678,217 |
1,536,763 |
1,939,608 |
1,535,066 |
|
| Total assets | 1,996,862 | 2,831,082 |
2,405,808 |
3,234,612 |
3,401,924 |
|
| Current liabilities | Before distribution |
151,286 |
16,237 |
174,580 |
619,467 |
1,127,643 |
| After distribution |
151,286 |
476,237 |
174,580 |
637,867 |
(Note) |
|
| Non-current liabilities | 3,453 | 3,186 |
438 |
649 |
1,539 |
|
| Total liabilities | Before distribution |
154,739 |
19,423 |
175,018 |
620,116 |
1,129,182 |
| After distribution |
154,739 |
479,423 |
175,018 |
638,516 |
(Note) |
|
| Capital stock | 920,000 | 920,000 |
920,000 |
920,000 |
920,000 |
|
| Capital surplus | 8,686 | 8,686 |
10,714 |
145,021 |
182,854 |
|
| Retained earnings |
Before distribution |
913,484 |
1,875,467 |
1,166,742 |
1,319,103 |
1,374,076 |
| After distribution |
913,484 |
1,415,467 |
1,166,742 |
1,300,703 |
(Note) |
|
| Other equity | (47) | 7,506 | 133,334 |
(117,229) |
(204,188) | |
| Treasury stock | 0 | 0 |
0 |
0 |
0 |
|
| Equity owned by the previous holder under the joint control |
0 | 0 |
0 |
347,601 |
0 |
|
| Total equity | Before distribution |
1,842,862 |
2,811,659 |
2,230,790 |
2,614,496 |
2,272,742 |
| After distribution |
1,842,862 |
2,351,659 |
2,230,790 |
2,596,096 |
(Note) |
Note: the 2022 earning distribution proposal has not been resolved by the shareholders’ meeting
101
3.Condensed consolidated statement of comprehensive income
| 3.Condensed consolidated statement of comprehensive income | 3.Condensed consolidated statement of comprehensive income | 3.Condensed consolidated statement of comprehensive income | 3.Condensed consolidated statement of comprehensive income | 3.Condensed consolidated statement of comprehensive income | 3.Condensed consolidated statement of comprehensive income | 3.Condensed consolidated statement of comprehensive income |
|---|---|---|---|---|---|---|
| Expressed in thousands of NTD | ||||||
| Year Items |
Financial Summary for The Last Five Years | As of March 31, 2023 Financial information reviewed and certified by CPAs |
||||
| 2018 | 2019 | 2020 | 2021 (Restated) |
2022 |
||
| Revenues | 264,022 | 173,008 | 113,119 | 615,535 | 570,153 | 90,099 |
| Gross profit | 8,464 | 919 | (1,769) | 110,269 | 124,140 | 24,081 |
| Net operating income | (69,452) | (49,632) | (30,221) | 33,769 | 40,851 | 5,210 |
| Non-operating revenues and expenses |
(1,882) | 1,118,436 | (207,481) | 146,652 | 121,185 | 53,371 |
| Income before tax | (71,334) | 1,068,804 | (237,702) | 180,421 | 162,036 | 58,581 |
| Net income from continuing operations |
(68,815) | 961,983 | (243,523) | 167,450 | 143,592 | 56,539 |
| Net loss from discounting operations |
0 | 0 | 0 | 0 | 0 | 0 |
| Current net income (loss) | (68,815) | 961,983 | (243,523) | 167,450 | 143,592 | 56,539 |
| Other comprehensive income (net, after tax) |
(47) | 7,553 | 120,626 | (218,940) | (105,791) | 44,111 |
| Total consolidated income for the period |
(68,862) | 969,536 | (122,897) | (51,490) | 37,801 | 100,650 |
| Net income attributes to shareholders of the Parent |
(68,815) | 961,983 | (243,523) | 128,274 | 92,205 | 49,628 |
| Net profit attributed to the equity owned by the previous holder under the joint control |
0 | 0 | 0 | 12,928 | 13,190 | 0 |
| Net profit attributable to non- controlling interests |
0 | 0 | 0 | 26,248 | 38,197 | 6,911 |
| Total comprehensive income attributable to owners of parent company |
(68,862) | 969,536 | (122,897) | (90,666) | (13,586) | 93,739 |
| Total comprehensive income attributed to the equity owned by the previous holder under the joint control |
0 | 0 | 0 | 12,928 | 13,190 | 0 |
| Comprehensive income attributed to non-controlling interests |
0 | 0 | 0 | 26,248 | 38,197 | 6,911 |
| Earnings per share (NTD) | (0.7) | 10.46 | (2.65) | 1.53 | 1.14 | 0.54 |
102
4.Condensed standalone statement of comprehensive income
| 4.Condensed standalone statement of comprehensive income | 4.Condensed standalone statement of comprehensive income | 4.Condensed standalone statement of comprehensive income | 4.Condensed standalone statement of comprehensive income | 4.Condensed standalone statement of comprehensive income | 4.Condensed standalone statement of comprehensive income |
|---|---|---|---|---|---|
| Expressed in thousands of NTD | |||||
| Year Items |
Financial Summaryfor The Last Five Years |
||||
| 2018 | 2019 | 2020 | 2021 (Restated) |
2022 | |
| Revenues | 264,049 | 173,077 | 113,131 | 78,799 | 17,776 |
| Gross profit | 8,491 | 988 | (1,757) | 28 | 175 |
| Net operating income | (50,696) | (49,364) | (29,814) | (27,916) | (34,803) |
| Non-operating revenues and expenses |
(20,534) | 1,118,496 | (208,320) | 175,985 | 146,689 |
| Income before tax | (71,230) | 1,069,132 | (238,134) | 148,069 | 111,886 |
| Net income from continuing operations |
(68,815) | 961,983 | (243,523) | 141,202 | 105,395 |
| Net loss from discounting operations | 0 | 0 | 0 | 0 | 0 |
| Current net income (loss) | (68,815) | 961,983 | (243,523) | 141,202 | 105,395 |
| Other comprehensive income (net, after tax) |
(47) | 7,553 | 120,626 | (218,940) | (105,791) |
| Total comprehensive income of the current period |
(68,862) | 969,536 | (122,897) | (77,738) | (396) |
| Net income attributes to shareholders of the Parent |
(68,815) | 961,983 | (243,523) | 128,274 | 92,205 |
| Net profit attributed to the equity owned by the previous holder under the joint control |
0 | 0 | 0 | 12,928 | 13,190 |
| Total comprehensive income attributable to owners of parent company |
(68,862) | 969,536 | (122,897) | (90,666) | (13,586) |
| Total comprehensive income attributed to the equity owned by the previous holder under the joint control |
0 | 0 | 0 | 12,928 | 13,190 |
| Earnings per share (NTD) | (0.75) | 10.46 | (2.65) | 1.53 | 1.14 |
(II) CPAs of the most recent five years and their audit opinions
| Year | Accounting firm | Accountant | Audit opinions |
|---|---|---|---|
| 2018 | Ernst & Young, Taiwan | Jung-Huang Hsu and Chien-Tse Huang |
Unqualified opinion |
| 2019 | Ernst & Young, Taiwan | Jung-Huang Hsu and Chien-Tse Huang |
Unqualified opinion |
| 2020 | PwC Taiwan | Chun-Yuan Hsiao and Se-Kai Lin |
Unqualified opinion |
| 2021 | PwC Taiwan | Chun-Yuan Hsiao and Se-Kai Lin |
Unqualified opinion |
| 2022 | PwC Taiwan | Chun-Yuan Hsiao and Se-Kai Lin |
Unqualified opinion |
103
II. Financial Information for the Most Recent Five Years
(I) Consolidated financial analysis
| Analysis Item | Year | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial data as of March 31, 2023 (reviewed and certified by CPAs) |
|---|---|---|---|---|---|---|---|
2018 |
2019 | 2020 | 2021 (After the restatement) |
2022 | |||
| Financial position (%) |
Debt to assets ratio |
7.76 | 0.69 |
7.28 |
31.92 |
41.63 |
42.41 |
| Long-term Fund to Property, Plant and Equipment |
67,951.55 |
121,329.01 |
1,032,975.93 |
1,729,286.98 | 1,685,631.14 | 1,810,965.22 | |
| Liquidity (%) | Current ratio | 1,294.23 | 13,744.81 |
674.91 |
189.65 |
184.56 |
179.51 |
| Quick ratio | 1,188.41 | 13,700.36 |
528.54 |
86.61 |
45.15 |
50.25 |
|
| Times interest earned (TIE) ratio |
(809.61) | 7,977.15 |
(13,204.67) |
14.16 |
14.89 |
17.92 |
|
| Operating performance |
Receivables turnover (times) |
34.82 | 17.72 |
11.38 |
54.79 |
68.15 |
12.90 |
| Days sales outstanding |
10.48 | 20.60 |
32.07 |
6.66 |
5.36 |
28.29 |
|
| Inventory turnover (times) |
30.67 | - |
- |
0.59 |
0.25 |
0.13 |
|
| Payables turnover (times) |
913.42 | - |
79.95 |
27.29 |
15.11 |
7.61 |
|
| Days sales in inventory |
11.90 | - |
- |
618.72 |
1,447.55 |
2,837.64 |
|
| Property, plant and equipment turnover (times) |
6.15 | 67.08 |
87.83 |
3,017.33 |
3,176.34 |
549.38 |
|
| Total assets turnover (times) |
0.12 | 0.07 |
0.04 |
0.17 |
0.12 |
0.07 |
|
| Profitability | Return on assets (%) |
(3.38) | 39.85 |
(9.30) |
4.90 |
3.15 |
1.21 |
| Return on equity (%) |
(3.67) | 41.34 |
(9.66) |
6.03 |
4.68 |
1.97 |
|
| Pre-tax income to paid-in capital ratio (%) |
(7.75) | 116.17 |
(25.84) |
19.61 |
17.61 |
6.37 |
|
| Net profit margin (%) |
(27.69) | 569.56 |
(218.67) |
27.2 |
25.18 |
62.75 |
|
| Earnings per share (NTD) |
(0.75) | 10.46 |
(2.65) |
1.53 |
1.14 |
0.61 |
|
| Cash flow | Cash flow ratio (%) |
(148.09) | (975.19) |
(160.02) |
(14.14) |
(41.68) |
- |
| Cash flow adequacy ratio (%) |
7.37 | 14.74 |
16.73 |
22.66 |
39.33 |
- |
|
| Cash flow reinvestment ratio (%) |
(12.02) | (5.67) |
9.93 |
(15.29) |
(28.79) |
- |
|
| Leverage | Operating leverage |
(0.09) | 0.09 |
0.07 |
1.00 |
1.00 |
- |
| Financial leverage |
1.00 | 1.00 |
1.00 |
1.68 |
1.40 |
- |
|
| Reasons for changes to each of the financial ratio in the most recent two years (For any changes of more than 20%): 1.Increase in the debt to assets ratio: mainly due to the increase in short-term borrowings for construction projects of joint operations participated in 2022, resulting in an increase in the debt to assets ratio. |
104
| Year Analysis Item |
Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial data as of March 31, 2023 (reviewed and certified by CPAs) |
|---|---|---|---|---|---|---|
2018 |
2019 | 2020 | 2021 (After the restatement) |
2022 | ||
| 2.Decrease in quick ratio: mainly due to the increase in the share of inventories recognized proportionally to the holding for construction projects of joint operations participated in 2022, resulting in a decrease in quick ratio. 3.Accounts receivable turnover rate: mainly due to the decreased accounts receivable at the end of 2022, resulting in a decrease in accounts receivable turnover rate. 4.Increase in average collection days: mainly due to the low accounts receivable turnover rate in 2022. 5.Accounts payable turnover rate: at the end of 2022, the inventory and accounts payable are the share recognized proportionally to the holding for construction projects of joint operations participated in 2022; therefore, the inventory turnover rate, average sales in inventory, and accounts payable turnover rate are not to be analyzed. 6.Increase in days sales in inventory: mainly due to the low accounts receivable turnover rate in 2022. 7.Decrease in total asset turnover rate: mainly due to the decrease in operating revenues in 2022. 8.Decrease in return on assets and return on equity: mainly due to the decrease in net profit after-tax for 2022. 9.Decrease in cash flow ratio: mainly due to the increase in short-term borrowings and current liabilities in 2022. 10.Cash flow adequacy ratio, cash reinvestment ratio: mainly due to the decrease in net cash flow from operating activities in 2022. 11.Decrease in financial leverage: mainly due to the decrease in interest paid in 2022. |
-
2.Decrease in quick ratio: mainly due to the increase in the share of inventories recognized proportionally to the holding for construction projects of joint operations participated in 2022, resulting in a decrease in quick ratio.
-
3.Accounts receivable turnover rate: mainly due to the decreased accounts receivable at the end of 2022, resulting in a decrease in accounts receivable turnover rate.
-
5.Accounts payable turnover rate: at the end of 2022, the inventory and accounts payable are the share recognized proportionally to the holding for construction projects of joint operations participated in 2022; therefore, the inventory turnover rate, average sales in inventory, and accounts payable turnover rate are not to be analyzed.
-
10.Cash flow adequacy ratio, cash reinvestment ratio: mainly due to the decrease in net cash flow from operating activities in 2022.
-
11.Decrease in financial leverage: mainly due to the decrease in interest paid in 2022.
Note: The calculation formula of financial analysis is listed as follows:
-
Financial position:
-
(1)Debt ratio = total liabilities / total assets.
-
(2)Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment.
-
Liquidity:
-
(1)Current ratio = current assets / current liabilities.
-
(2)Quick ratio = (current assets - inventories - prepaid expenses) / current liabilities.
-
(3)Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses.
-
Operating performance:
-
(1)Receivables turnover (including accounts receivable and notes receivable from operating activities) = net sales / average balance of receivables (including accounts receivable and notes receivable from operating activities).
-
(2)Days sales outstanding = 365 / receivables turnover.
-
(3)Inventory turnover = cost of sales / average inventory.
-
(4)Payables turnover (including accounts payable and notes payable from operating activities) = net sales / average balance of receivables (including accounts payable and notes payable from operating activities).
-
(5)Days sales in inventory = 365 / inventory turnover.
-
(6)Property, plant and equipment turnover = net sales / average net property, plant and equipment.
-
(7)Total assets turnover = net sales / average total assets
-
Profitability:
-
(1)Return on total assets = [net income + interest expenses * (1 - tax rate)] / average total assets.
-
(2)ROE = PAT / Average net equity.
-
(3)Net profit margin = net profit / net sales.
-
(4)Earnings per share = (net profit attributable to shareholders of the Parent - preferred stock dividend) / weighted average number of shares outstanding.
-
Cash flow:
-
(1)Cash flow ratio = net cash provided by operating activities / current liabilities.
-
(2)Cash flow adequacy ratio = five-year sum of cash flow from operations / five-year sum of capital expenditures, inventory additions, and cash dividend.
(3)Cash flow reinvestment ratio = (cash provided by operating activities - cash dividends) / (gross property, plant and equipment + long-term investments + other noncurrent assets + working capital).
- Leverage:
(1)Operating leverage = (net sales - variable cost) / operating income
- (2)Financial leverage = operating income / (Operating income - interest expenses).
105
(II) Standalone financial analysis
| Analysis Item | Year | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years | Financial Information for the Most Recent Five Years |
|---|---|---|---|---|---|---|
| 2018 | 2019 | 2020 | 2021 | 2022 | ||
| Financial position (%) |
Debt to assets ratio | 7.75 | 0.69 | 7.27 | 19.17 | 33.19 |
Long-term Fund to Property, Plant and Equipment |
67,951.99 | 121,329,53 |
1,032,975.93 |
1,361,716.67 |
1,360,923.35 |
|
| Liquidity (%) | Current ratio | 1,221.71 | 13,244.60 |
497.66 |
209.02 |
165.54 |
| Quick ratio | 1,115.77 | 13,199.82 |
490.46 |
71.21 |
30.81 |
|
| Times interest earned (TIE) ratio |
(808.43) | 7,979.60 |
(13,228.67) |
27,614.80 |
291.61 | |
| Operating performance |
Receivables turnover (times) |
34.82 | 17.72 |
11.38 |
10.74 |
6.99 |
| Days sales outstanding | 10.48 | 20.60 |
32.07 |
33.99 |
52.22 |
|
| Inventory turnover (times) | 30.67 |
- |
- | 0.19 | 0.01 |
|
| Payables turnover (times) | 913.42 | - |
79.95 | 29.20 |
2.04 |
|
| Days sales in inventory | 11.90 | - |
- | 1,972.87 | 24,549.35 |
|
| Property, plant and equipment turnover (times) |
6.15 | 67.08 |
87.83 |
386.27 |
99.03 |
|
| Total assets turnover (times) |
0.12 | 0.07 |
0.04 |
0.03 |
0.01 |
|
| Profitability | Return on assets (%) | (3.38) | 39.86 |
(9.30) |
5.01 |
3.19 |
| Return on equity (%) | (3.67) | 41.34 |
(9.66) |
5.83 |
4.31 |
|
| Pre-tax income to paid-in capital ratio (%) |
(7.74) | 116.21 |
(25.88) |
16.09 |
12.16 |
|
| Net profit margin (%) | (27.69) | 569.56 |
(218.67) |
179.19 |
592.91 |
|
| Earnings per share (NTD) | (0.75) | 10.46 |
(2.65) |
1.53 |
1.14 |
|
| Cash flow | Cash flow ratio (%) | (135.63) | (967.68) |
(158.80) |
(94.58) |
(60.15) |
| Cash flow adequacy ratio (%) |
17.38 | 13.77 |
15.49 |
29.62 |
46.58 |
|
| Cash flow reinvestment ratio (%) |
(11.00) | (5.59) |
9.51 |
(24.74) |
(33.83) |
|
| Leverage | Operating leverage | (0.12) | 0.09 |
0.07 |
1.00 |
1.00 |
| Financial leverage | 1.00 | 1.00 |
1.00 |
1.00 |
0.99 |
|
| Reasons for changes to each of the financial ratio in the most recent two years (For any changes of more than 20%): 1. Increase in the debt to assets ratio: mainly due to the increase in short-term borrowings for construction projects of joint operations participated in 2022, resulting in an increase in the debt to assets ratio. 2. Decrease in current ratio: mainly due to the increased current liabilities caused by the increase in the share of inventories recognized proportionally to the holding for construction projects of joint operations participated in 2022, resulting in a decrease in quick ratio. 3. Decrease in quick ratio: mainly due to the increase in the share of inventories recognized proportionally to the holding for construction projects of joint operations participated in 2022, resulting in a decrease in quick ratio. 4. Decrease in times interest earned ratio: mainly due to the decreased net profit after tax for 2022 resulting in decreased times interest earned ratio. 5. Accounts receivable turnover rate: mainly due to the decreased accounts receivable at the end of 2022, resulting in a decrease in accounts receivable turnover rate. 6. Increase in average collection days: mainly due to the low accounts receivable turnover rate in 2022. 7. Accounts payable turnover rate: at the end of 2022, the inventory and accounts payable are the share recognized proportionally to the holding for construction projects of joint operations participated in 2022; therefore, the inventory turnover rate, average sales in inventory, and accounts payable turnover rate are not to be analyzed. 8. Property, plants, and equipment turnover rate: mainly due to the decrease in revenue in 2022. 9. Decrease in total asset turnover rate: mainly due to the decrease in operating revenues in 2022. 10. Decrease in return on assets and return on equity: mainly due to the decrease in net profit after-tax for 2022. 11. Ratio of pre-tax net profit to paid-in capital, net profit ratio, and earnings per share: mainly due to the decrease in after-tax net profit in 2022, resulting in a decrease in net pre-tax net profit to paid-in capital ratio, net profit ratio, and earnings per share. 12. Cash flow ratio: mainly due to the increase in short-term borrowings and current liabilities in 2022. |
106
- Cash flow adequacy ratio, cash reinvestment ratio: mainly due to the decrease in net cash flow from operating activities in 2022.
Note: The calculation formula of financial analysis is listed as follows:
-
Financial position:
-
(1) Debt ratio = total liabilities / total assets.
-
(2) Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment.
-
-
Liquidity:
-
(1) Current ratio = current assets / current liabilities.
-
(2) Quick ratio = (current assets - inventories - prepaid expenses) / current liabilities.
-
(3) Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses.
-
-
Operating performance:
-
(1) Receivables turnover (including accounts receivable and notes receivable from operating activities) = net sales / average balance of receivables (including accounts receivable and notes receivable from operating activities).
-
(2) Days sales outstanding = 365 / receivables turnover.
-
(3) Inventory turnover = cost of sales / average inventory.
-
(4) Payables turnover (including accounts payable and notes payable from operating activities) = net sales / average balance of receivables (including accounts payable and notes payable from operating activities).
-
(5) Days sales in inventory = 365 / inventory turnover.
-
(6) Property, plant and equipment turnover = net sales / average net property, plant and equipment.
-
(7) Total assets turnover = net sales / average total assets
-
-
Profitability:
-
(1) Return on total assets = [net income + interest expenses * (1 - tax rate)] / average total assets.
-
(2) ROE = PAT / Average net equity.
-
(3) Net profit margin = net profit / net sales.
-
(4) Earnings per share = (net profit attributable to shareholders of the Parent - preferred stock dividend) / weighted average number of shares outstanding.
-
-
Cash flow:
-
(1) Cash flow ratio = net cash provided by operating activities / current liabilities.
-
(2) Cash flow adequacy ratio = five-year sum of cash flow from operations / five-year sum of capital expenditures, inventory additions, and cash dividend.
-
(3) Cash flow reinvestment ratio = (cash provided by operating activities - cash dividends) / (gross property, plant and equipment + long-term investments + other noncurrent assets + working capital).
-
-
Leverage:
-
(1) Operating leverage = (net sales - variable cost) / operating income
-
(2) Financial leverage = operating income / (Operating income - interest expenses).
-
-
III. Supervisor or Audit Committee’s Review Report for the Most Recent Year: Please refer page 117.
-
IV. Annual financial statements for the most recent year: Please refer pages 117 to 181.
-
V. The CPA audited Parent company only financial statements of the most recent year: Please refer pages 182 to 245.
-
VI. Financial turnover status of the Company and its affiliated in the most recent year and up to the date of publication of the annual report: None.
107
Seven. Financial Status and Performance Analysis and the Risk Management Matters
I. Financial status
Table for Comparison of Financial Status (Consolidated)
| Expressed in thousands of NTD | Expressed in thousands of NTD | |||
|---|---|---|---|---|
| Year Items |
2021 (Restated) |
2022 | Difference | |
| Amount | Percentage (%) | |||
| Current assets | 2,710,006 | 2,741,867 |
31,861 |
1.18 |
| Investments accounted for using equity method |
965,501 | 939,639 |
(25,862) |
(2.68) |
| Investment property | 901,576 | 887,049 |
(14,527) |
(1.61) |
| Other assets | 299,777 | 254,209 |
(45,568) |
(15.20) |
| Total assets | 4,876,860 | 4,822,764 |
(54,096) |
(1.11) |
| Current liabilities | 1,428,948 | 1,485,605 |
56,657 |
3.96 |
| Non-current liabilities | 127,681 | 522,155 |
394,474 |
308.95 |
| Total liabilities | 1,556,629 | 2,007,760 |
451,131 |
28.98 |
| Share capital | 920,000 | 920,000 |
0 |
0.00 |
| Capital surplus | 145,021 | 182,854 |
37,833 |
26.09 |
| Retained earnings | 1,319,103 | 1,374,076 |
54,973 |
4.17 |
| Other equity | (117,229) | (204,188) |
(86,959) |
74.18 |
| Equity owned by the previous holder under the joint control |
347,601 | 0 |
(347,601) |
(100.00) |
| Non-controlling interests | 705,735 | 542,262 |
(163,473) |
(23.16) |
| Total equity of shareholders | 3,320,231 | 2,815,004 |
(505,227) |
(15.22) |
| The main reasons and impacts of major changes (changes of more than 20% in the previous and later periods, and the amount of changes reached NT$10 million) and future response plans: 1. Main reasons and impacts of major changes: (1) Non-current liabilities: Mainly due to the increase in the acquisition of the long-term borrowings of Hanlin Development Co., Ltd. in 2022. (2) Total liabilities: Mainly due to the participation in the joint operation to recognize the bank loans according to the shareholding percentage and the increase in the acquisition of the long-term borrowings of Hanlin Development Co., Ltd. in 2022. (3) Capital surplus: Mainly due to the increase in the amount of the affiliate’s disposal of equity measured at fair value through disposal of other comprehensive income. (4) Other equity: mainly due to the decrease in the unrealized gain or loss on investments in equity instruments measured at fair value through other comprehensive income in 2022. (5) Equity owned by the previous holder under the joint control, non-controlling interests: mainly due to the acquisition of the equity of Hanlin Development Co., Ltd. during mid- August 2022. 2. Future response plans for major impacts: The aforementioned change has no material impact on the operation of the Company and the overall performance of the Company has no material abnormality. Accordingly, there is no need to establish a response plan. |
108
II. Financial Performance
Table for Comparison of Financial Performance (Consolidated)
| Year Items |
2021 (Restated) |
2022 | Difference | |
| Amount | Percentage (%) | |||
| Revenues | 615,535 | 570,153 |
(45,382) |
(7.37) |
| Operating Costs | (505,266) | (446,013) |
59,253 |
(11.73) |
| Gross profit | 110,269 | 124,140 |
13,871 |
12.58 |
| Operating Expenses | (76,500) | (83,289) |
(6,789) |
8.87 |
| Net operating income | 33,769 |
40,851 |
7,082 |
20.97 |
| Non-operating income and expense |
146,652 | 121,185 |
(25,467) |
(17.37) |
| Income (loss) before tax |
180,421 | 162,036 |
(18,385) |
(10.19) |
| Current net income (loss) |
167,450 | 143,592 |
(23,858) |
(14.25) |
| Other comprehensive income (net, after tax) |
(218,940) | (105,791) |
113,149 |
(51.68) |
| Net total comprehensive income of the current period attributable to: |
||||
| Owner of parent company |
128,274 | 92,205 |
(36,069) |
(28.12) |
| Equity owned by the previous holder under the joint control |
12,928 | 13,190 |
262 |
2.03 |
| Non-controlling interests |
26,248 | 38,197 |
11,949 |
45.52 |
| Total comprehensive income of the current period |
167,450 | 143,592 |
(23,858) |
(14.25) |
| 1. The main reasons and impacts of major changes (changes of more than 20%, and the amount of changes reached NT$10 million): (1) Operating revenue, operating cost, gross profit, operating income/loss, income tax expense: due to the participation in the joint operation according to the shareholding percentage and recognition in 2022 and the acquisition of the equity of Hanlin Development Co., Ltd. during mid-August 2022, the operating income/loss and income tax expense increased. (2) Other comprehensive income: mainly due to the recognition of the unrealized gain or loss on investments in equity instruments measured at fair value through other comprehensive income in 2022. (3) Owner of the parent company, non-controlling interests: mainly due to the acquisition of the equity of Hanlin Development Co., Ltd. during mid-August 2022. 2. The expected sales volume and the judgement basis, the potential impact on the Company’s future financial business and the response plans: The Company has not publicly disclosed the financial forecast; therefore, this is not applicable. |
109
III. Cash flow
- (I) Analysis of changes in cash flow in the most recent year
| flow Analysis of changes in cash flow in the most recent year |
flow Analysis of changes in cash flow in the most recent year |
flow Analysis of changes in cash flow in the most recent year |
flow Analysis of changes in cash flow in the most recent year |
|---|---|---|---|
| Expressed in thousands of NTD | |||
| Cash balance at the beginning of 2022 ① |
Net cash flows from operating activities for the whole year ② |
Net cash flow from investing and financing activities for the whole year (including exchange rate effects) ③ |
December 31, 2022 Cash surplus (deficit) amount |
| 953,814 | (691,155) | (187,101) | 521,760 |
| Explanation for change of ratio increase/decrease: Operating activities: mainly due to the cash flow from the profit of operating activities. Investing and financing activities: mainly due to the cash inflow from the short-term borrowings. |
-
(II) Improvement plan for insufficient liquidity: The condition of insufficient liquidity.
-
(III) Cash flow forecast analysis for the next year (FY2023)
The Company focuses on maintaining the stability of cash liquidity and rigorously plans and controls relevant investments and operating cash expenditures according to the account cash balance and the cash flows of operating and investment activities along with the consideration of the financial market status.
IV. Effects of major capital expenditures on finance and operation in the most recent fiscal year The Company’s operating status is good, and the cash inflow from operating activities is stable. The source of funds for major capital expenditures in recent years is from the self-owned working capital, which has no material impact on the Company’s finance.
-
V. Company’s re-investment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year
-
(I) Reinvestment policies
The Company’s investment policy is to cooperate with the business development strategy, future development needs and diverse development directions, in order to seek appropriate long-term strategic investment subject matters.
110
(II) Company’s re-investment businesses for the most recent fiscal year, the main reasons for the profits/losses generated thereby, and the plan for improving re-investment profitability
Expressed in thousands of NTD
| Name of the Investment Company |
Reinvested businesses |
Main business activities |
Investment gains and losses recognized in 2022 |
Reasons for profit or loss |
Improvement plan |
|---|---|---|---|---|---|
| Ascent Development Co., Ltd. |
HCW INVESTMENT CO., LTD. |
Professional Investment |
21,109 | Dividends income. | - |
| Jollify4ever Ltd. | Retail sale of unclassified other garments, wholesale of watches, clocks and related components, whole sale of kitchen cabinets, wholesale of unclassified other garments |
(22,299) | Due to the domestic pandemic impact, the sales revenue was less than expected. |
However, the company still maintained normal operations and also actively sought growth opportunities. |
|
Jollify Creative, Ltd. |
Retail sale of unclassified other garments, wholesale of watches, clocks and related components, whole sale of kitchen cabinets, wholesale of unclassified other garments |
11,704 | Revenue from landscape and interior design and product design services and provision of advertisement marketing services. |
- | |
| Hanshin Shopping Plaza Co., Ltd. |
Operation of department store, rental and leasing, retail sale, restaurants and supermarket business. |
159,423 | Revenue from department store business operation |
- | |
| Hanlin Development Co., Ltd. |
Real estate investment development, construction, lease of residential, and building development, rental and leasing |
5,624 | Real estate investment development, construction and building lease rental and leasing business. |
||
| HCW INVESTMENT CO., LTD. |
Hanshin Shopping Plaza Co., Ltd. |
Operation of department store, rental and leasing, retail sale, restaurants and supermarket business. |
17,790 | Revenue from department store business operation |
- |
(III) Investment plan for the coming year: The Company will adopt the long-term strategy to rigorously assess investment plans, in order to cope with the future market demands and to strengthen competition.
VI. Analysis and assessment of risks matters
- (I) Impact of changes in interest rates and currency exchange and inflation on the Company’s profit and loss and the response measures to be taken in the future:
1.Change in interest rate:
The Company’s interest rate risk mainly comes from the floating rate investment classified as financial assets measured by amortized cost. When the interest rate increases/decreases by 0.1%, the profit and loss of the Company in 2022 will increase/decrease by NT$20 thousand. Therefore, the change in interest rate is not
111
expected to have material effect on the Company.
- 2.Change in exchange rate:
The Company currently has no foreign currency transactions, and only the interest income generated from USD demand deposit, so changes in exchange rates are not expected have any material effect on the Company.
-
3.Inflation: Inflation is a change in the overall economic environment and should have no material effect on the Company’s profit or loss. Overall, the Company will continue to adopt sound and conservative risk
-
management principle in the future, and will evaluate and respond to changes in interest rates and exchange rates, as well as inflation instantly.
-
(II) Policy, main reason for profit or loss, and future countermeasures of high-risk and highleverage investments, funds loan to others, endorsements/guarantees, and transactions of derivative commodity:
-
1.Policies regarding high-risk investments, highly leveraged investments; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future The Company focuses on its core business, and does not engage in any high-risk
-
investments, highly leveraged investments.
-
2.Policies regarding loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future
The Company does not engage in loans to other parties and derivatives transactions; for the endorsements and guarantees, the “Operational Procedures for Making of Endorsements/Guarantees” are complied with.
- (III) Future research and development projects and corresponding budget:
During the most recent year and up to the publication date of the annual report, the Company has had no R&D plans in progress.
- (IV) Effects of and countermeasures to changes in major policies and regulations relating to corporate finance and sales:
The Company’s operating policies are handled pursuant to the laws and regulations, and the changes in domestic and foreign policies and laws are monitored, and relevant experts are consulted when necessary. During the most recent year and up to the publication date of the annual report, the Company’s finance and business has not been impacted due to important policies adopted and changes in the legal environment at home and abroad.
-
(V) Impacts of changes in technology (including cyber security risks) and industry on the financial business of the company and countermeasures:
-
1.The real estate rental and sales industry where the Company operates, is a traditional industry. In recent years, changes in technology and science, and changes in industry have not had a material effect on the real estate rental and sales industry. In the future, we will continue to observe the impact of changes in technology and science and changes in industry, and make adjustments accordingly to strengthen the Company’s financial and business capabilities.
-
2.For the effect of cyber security risk on the Company’s finance and business, and the response measures to be taken, please refer to “VI. Cyber Security Management” on page 98 to 99.
-
(VI) The impact of changes in corporate image on corporate crisis management and the countermeasures:
Since its establishment, the Company has been committed to maintaining its corporate image and complying with laws and regulations. During the most recent year and up to the publication date of the annual report, the Company has not experienced any major events
112
that could affect its corporate image.
-
(VII) The estimated benefits and potential risks of M&A and the countermeasures: As of the publication date of the annual report, the Company has no plan for mergers
-
and acquisitions. If there are plans for mergers and acquisitions in the future, it will insist the attitude of prudent assessment, and the specific synergies will be considered, to protect the interests of the Company and shareholders.
-
(VIII) The estimated benefits and potential risks of the plant expansion and the countermeasures:
The Company has no plan for expanding plants. If there are plans for plant expansion in the future, it will insist the attitude of prudent assessment, and the specific synergies will be considered, to protect the interests of the Company and shareholders.
- (IX) Risks associated with any consolidation of sales or purchasing operations and the countermeasures:
The Company’s current business format is mainly engaged in real estate rental and sales, where the revenue from real estate rental is relatively stable, and there is no problem of consolidated purchases and sales; the real estate sales is mainly for the acquisition of construction land and project contracting. The acquisition of construction land is to select lands with development value based on the Company’s strategy to promote projects. As for the project contracting, After prudential selection and evaluation, the Company contracts projects with mainly the Grade A construction companies with long-term partnership. The home-buying clients are general consumers, so the Company has no risk of consolidated purchase or sales.
-
(X) Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and the countermeasures: As of the publication date of the annual report, the Company has maintained the same
-
business model and the equity transfer has no material effect and risk upon the Company.
-
(XI) Effect upon and risk to the Company associated with any change in governance personnel or top management and the countermeasures:
As of the publication date of the annual report, the major board member and the major management team have not changed materially, and has no material effect and risk upon the Company’s operation.
- (XII) Litigation or non-litigation matters, List major litigations, non-litigation or administrative litigation matters where a court’s decision has been made or action is still pending of the company and company directors, supervisors, President, the de facto responsible persons, shareholders with over 10% shareholding, where the results may have a significant impact on shareholders’ rights and interests or prices of securities, facts of disputes that shall be disclosed, price or claim value, litigation start date, major parties of the litigation and handling situation as of the publication date of the annual report: None.
(XIII) Other significant risks and countermeasure: None.
VII. Other Important Matters: None.
113
Eight. Special Disclosure
-
I. Information of affiliated companies
-
(I) Consolidated business report
-
1.Organizational chart of affiliated companies
-
Profile of each affiliated company
==> picture [372 x 163] intentionally omitted <==
----- Start of picture text -----
ASCENT DEVELOPMENT CO., LTD.
HCW INVESTMENT CO., Hanlin Development Co.,
LTD. Ltd.
100.00% 33.00%
----- End of picture text -----
| December 31, 2022 Expressed in thousands of NTD |
||||
|---|---|---|---|---|
| Name of entity | Date of incorporation |
Address |
Paid-up capital | Major business or production items |
| HCW INVESTMENT CO., LTD. |
2018.08.13 | 19F, No. 557-1, Sec. 4, Zhongxiao E. Rd., Xinyi Dist., Taipei City |
200,000 |
General investment |
| Hanlin Development Co., Ltd. |
2015.08.31 |
20F, No. 266, Chenggong 1st Rd., Qianjin Dist., Kaohsiung City |
700,000 |
Real estate investment development, construction, lease of residential, and building development, rental and leasing |
-
3.The Company does not have the controlling and subordinate relation defined in Article 369-3 of the Company Act: None.
-
4.Business sectors covered by other affiliates
| Name of affiliate | Responsibilities |
|---|---|
| HCW INVESTMENT CO., LTD. | General investment |
| Hanlin Development Co., Ltd. | Real estate investment development, construction, lease of residential,and buildingdevelopment,rental and leasing |
114
5.Directors, Supervisors and President of Affiliated Companies
| Unit: Share; % NT$ thousand | Unit: Share; % NT$ thousand | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shareholding (or capital | ||||||||||
| Name | of | entity | Title | Name | or | name | of | representative | contributed) Number of Ownership held |
|
| shares by the Company |
| Unit: Share; % NT$ thousand | Unit: Share; % NT$ thousand | |||
|---|---|---|---|---|
| Name of entity | Title | Name or name of representative | Shareholding (or capital contributed) |
|
| Number of shares |
Ownership held by the Company |
|||
| HCW INVESTMENT CO., LTD. |
Chairman | Representative of ASCENT DEVELOPMENT CO., LTD.: Chia-Chi Hou |
20,000,000 | 100% |
| Director | Representative of ASCENT DEVELOPMENT CO., LTD.: Hsien-Wen Liu |
20,000,000 | 100% | |
| Director | Representative of ASCENT DEVELOPMENT CO., LTD.: Chien-Chang Luo |
20,000,000 | 100% | |
| Supervisor | Representative of ASCENT DEVELOPMENT CO., LTD.: Hsing-Hsueh Lin |
20,000,000 | 100% | |
| Hanlin Development Co., Ltd. |
Chairman | Representative of ASCENT DEVELOPMENT CO., LTD.: Pei-Hsun Tu |
23,100,000 | 33% |
| Director | Representative of ASCENT DEVELOPMENT CO., LTD.: Chien-Chang Luo |
23,100,000 | 33% | |
| Director | Hanshen Asset Management Co., Ltd.: Hsing-Hsueh Lin |
46,900,000 | 67% | |
| Supervisor | Wan-Yin Li | 0 | 0% |
6.Performance of affiliated companies
| Expressed in thousands of NTD | Expressed in thousands of NTD | Expressed in thousands of NTD | ||||||
|---|---|---|---|---|---|---|---|---|
| Reinvested businesses |
Capital | Total assets |
Total liabilities |
Net worth | Revenues | Net operating income |
Current Profit and Loss (after tax) |
Earnings per share |
| HCW INVESTMENT CO., LTD. |
200,000 | 204,988 | 166 | 204,822 | 0 | (309) | 12,341 | 0.62 |
| Hanlin Development Co., Ltd. |
700,000 | 1,687,759 | 878,411 | 809,348 | 552,376 | 75,962 | 57,011 | 0.81 |
(II) Consolidated Financial Statements of Affiliated Companies: Please refer pages 118 to 181.
-
(III) Affiliated company report: None.
-
II. Private equity securities transactions in recent years and to the publication date of the annual report: None.
-
III. Holding or disposal of the company’s shares by the subsidiaries in the most recent year and to the publication date of the annual report: None.
-
IV. Other supplementary information: None.
-
V. Any matters stipulated in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders’ equity or the price of the Company’s
115
securities that occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None.
116
ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Audit Committee’s Report on the Financial Statements
The Board has prepared and submitted the 2022 Business Report, Financial Statements (the consolidated and parent-only financial statements included), and proposal for earning distribution. The Financial Statements have been audited by Hsiao, Chun-Yuan and Lin, Se-Kai, CPAs of PwC Taiwan with the issuance of Independent Auditor’s Report with unqualified opinion and the sections of emphasis and other matters. The Audit Committee has audited the above-mentioned business report and financial report. No discrepancy is found and the committee hereby presents the report in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act for your approval.
For
2023 Regular Shareholders’ Meeting
ASCENT DEVELOPMENT CO., LTD.
Audit Committee Convener: Liu, Deng-Cheng
March 27, 2023
117
Independent Auditors’ Report (2022) Cai-Shen-Bao-Zi No. 22004503
To ASCENT DEVELOPMENT CO., LTD.:
Audit Opinions
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) and its subsidiaries (the Group)’ balance sheet of December 31 of 2022 and 2021, the comprehensive income statement, changes of equity, and cash flow statement from January 1 to December 31 of 2022 and 2021 and the notes to the consolidated financial statements (including the summary of major accounting policies) have been audited by the Auditor of the Firm.
According to the opinions of the Auditor, the above-mentioned consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers in all material aspects, which are sufficient to express the financial status of the Group on December 31, 2022 and 2021, and parent company only financial performance and parent company only cash flow from January 1 to December 31 in 2022 and 2021.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group and its subsidiaries in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the audit results of the Auditor and the audit reports of other auditors, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.
Matters to be Emphasized
In the third quarter of 2022, the Group acquired 33% of the equities of Hanlin Development Co., Ltd., a subsidiary of Hanshen Asset Management Co., Ltd. (the ultimate parent company of the ASCENT DEVELOPMENT CO., LTD.), and obtained the control over it. Since this equity transaction is an organizational reorganization under common control, it should be regarded as an acquisition from the beginning. Therefore, the Company has retroactively recompiled the consolidated financial statements of the previous period when preparing the consolidated financial statements of 2022. Please refer to Note 6(29) to the consolidated financial statements for details.
Key audit Items
Key audit items refer to the most important items in the audit of the Company's 2022 consolidated financial statements based on our professional judgment. These matters have been dealt with in the process of checking the consolidated financial statements and reaching audit opinions, and the we do not express opinions on these matters independently.
Key audit matters in the Group's consolidated financial statements for the year ended December 31, 2022 are as follows:
~118~
Impairment Testing of Investment Using the Equity Method
Descriptions
For the accounting policy of investment using the equity method, please refer to Note 4(15) of the consolidated financial statements, for the accounting policy of impairment of non-financial assets, please refer to Note 4(20) of the consolidated financial statements, and for the description of accounting items, please refer to the Notes 6(8) of the consolidated financial statements.
On December 31, 2022, the book value of ASCENT DEVELOPMENT CO., LTD.'s investment using the equity method was NT$939,639 thousands, accounting for 20% of the total consolidated assets. In accordance with the International Accounting Standard No. 28 "Investment in Affiliated Enterprises and Joint Ventures", the management level shall assess whether the recoverable amount of the investment is lower than the book value if there is objective evidence showing signs of impairment for the investment using the equity method. Since the objective evidence of its impairment assessment and the comprehensive consideration factors for determining the recoverable amount involve the subjective judgment of the management and have a high degree of uncertainty, and the investment amount using the equity method is significant, the auditor adopts the Group’s relevant Impairment assessment of equity method investments is listed as one of the most important matters of the audit.
Audit Procedure
The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:
-
Interview with the management level to understand the management's assessment of the signs of impairment of investments using the equity method and evaluate its rationality.
-
To obtain the equity value evaluation report issued by the external evaluation experts appointed by the management, the procedures performed by the auditor are as follows:
-
(1) Assess the suitability and objectivity of the external evaluation experts appointed by the management level.
-
(2) Assess the appropriateness of the evaluation methods adopted by the external evaluation experts appointed by the management level and the rationality of the relevant assumptions.
Appropriateness of the Vesting Period of Real Estate Sales Revenue
Descriptions
Please refer to Note 4(27) of the consolidated financial statements for the accounting policy of operating revenue in the construction industry, and Note 6(20) to the consolidated financial statements for descriptions of accounting items.
The real estate sales revenue of the construction industry is recognized when the ownership transfer of the real estate is completed and the house inspection certificate is delivered to the customer. Due to the wide market range of real estate sales in the construction industry, it is necessary to review the ownership transfer and other information one by one before recognizing the sales revenue. Usually, a lot of manual works would be required to determine the correctness of the recognition time of the sales revenue. The appropriateness of the vesting period is listed as one of the most important matters in the audit.
Audit procedure
The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:
-
Interview with management to understand and review the procedures for recognizing real estate sales revenue and adopt it consistently during the financial statement comparison period.
-
Assess and verify the appropriateness of the attribution period of real estate sales income for a certain period before and after the deadline at the end of the period, including checking the land
~119~
and building ownership transfer information and relevant dates to support the correctness of the recognition time of real estate sales revenue.
Other Matters - Reference to other Audits of other Auditors
For the Group's investment using the equity method in 2022 and 2021, the financial statements were not audited by us, but by other auditors. Therefore, in the opinions expressed by us on the abovementioned consolidated financial statements, the amount listed in the financial statements of the Companies and the relevant information disclosed in Note 13 are based on the audit reports of other auditors. On December 31, 2022 and 2021, the amount of investment in the above-mentioned companies using the equity method was NT$939,639 thousands and NT$965,501 thousands, respectively, accounting for 20% and 20% of the total consolidated assets. In 2022 and 2021 the consolidated profits and losses recognized for the aforementioned companies were NT$102,193 thousands and NT$80,969 thousands, respectively, accounting for 270% and (157%) of the consolidated profits and losses for the current period.
Other Matters - Parent Company Only Financial Statements
ASCENT DEVELOPMENT CO., LTD. has compiled the parent company only financial statements for 2022, and the audit report of the emphasis and other matter paragraphs issued by the accountant with unqualified opinions is submitted for reference.
Responsibilities of management level and governance units for the consolidated financial statements
The responsibilities of the management is to prepare consolidated financial statements that are reasonably expressed in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards approved and published by the Financial Supervisory Commission and International Accounting Standards, and interpret and explain the announcement in preparation of consolidated financial statements that are fairly presented, and maintain the necessary internal controls related to the preparation of consolidated financial statements to ensure that there are no material misstatement in the financial statements that are caused by fraud or errors.
When preparing the consolidated financial statements, the responsibilities of the management level also include assessing the ability of the Group for going concern, the disclosure of related matters, and the adoption of the going-concern accounting basis, unless the management level intends to liquidate the Group or cease operations, or except for liquidation or cease of operation or has no realistic alternative but to do so.
The governance units (including the audit committee) of the Group are responsible for supervising the financial reporting process.
Responsibilities of Auditor to Audit Consolidated Financial Statements
The purpose of our audit of the financial statements is to obtain reasonable assurance as to whether there is any material misrepresentation in the consolidated financial statements as a whole resulting from fraud or error, and to issue an audit report. Reasonable certainty is of high degree of certainty, but there is no guarantee that the audit work performed in accordance with the auditing standards of the Republic of China will be able to detect material misstatement in the consolidated financial statements. Misstatements may result from fraud or error. Misstatements of individual amounts or aggregated amounts is considered material if it can reasonably be expected to affect economic decisions made by users of the consolidated financial statements.
As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and
~120~
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 overriding internal controls.
-
Obtain an understanding of the internal controls 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 controls of both the Company and its subsidiaries’ .
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management level.
-
Conclude on the appropriateness of management level's use of the going concern basis of accounting and whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the Group's and its subsidiaries’ ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as an ongoing concern.
-
Assess the overall presentation, structure and content of the consolidated financial statements (including relevant notes), and whether the financial statements properly represent relevant transactions and events.
-
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 the group audit. We remain solely responsible for our audit opinion.
The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.
We also provide the governance units with the statements that the personnel of the accounting firm that is subject to independence regulations have complied with the independence statement in the professional ethics code for CPAs of the Republic of China, and communicate with the governance units all relationships that may be considered to affect the independence of the auditors and other matters (including relevant protective measures).
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Group's consolidated financial statements for the year 2022, and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PwC Taiwan
Chun-Yuan Hsiao Accountant Se-Kai Lin
Former Securities and Futures Bureau, Financial Supervisory Commission Approval No.: Jin-Guan-Zheng-Liu-Zi No. 0960042326 Jin-Guan-Zheng-Liu No. 0960072936
March 27, 2023
~121~
ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Consolidated Balance Sheet
December 31, 2022 and 2021
Expressed in thousands of NTD
| December 31, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2022 | (restated) | ||||||||
| Assets | Notes | Amount | % | Amount | % | ||||
| Current assets | |||||||||
| 1100 | Cash and cash equivalents | VI(I) | $ | 521,760 | 11 | $ | 953,814 | 20 | |
| 1136 | Financial assets at amortized cost- Current |
VI(IV) | 80,000 | 2 | 20,000 | - | |||
| 1150 | Notes receivable, net | VI(V) | 19,613 | - | 17,218 | - | |||
| 1170 | Net accounts receivable | VI(III) | 6,062 | - | 10,671 | - | |||
| 1180 | Accounts receivable - related parties, | VII | 377 | - | 377 | ||||
| net | |||||||||
| 1200 | Other receivables | 24,346 | 1 | 26,144 | 1 | ||||
| 1210 | other receivables – related parties | VII | - | - | 183,213 | 4 | |||
| 1220 | Current income tax assets | - | - | 109 | - | ||||
| 130X | Inventory | VI(VI)(VII), VII and VIII |
2,067,819 | 43 | 1,469,857 | 30 | |||
| 1410 | Prepayments | 3,319 | - | 2,569 | - | ||||
| 1476 | Other financial assets - current | VIII | 96 | - | 98 | - | |||
| 1479 | Other current assets - others | 18,475 | - | 25,936 | 1 | ||||
| 11XX | Total current assets | 2,741,867 | 57 | 2,710,006 | 56 | ||||
| Non-current assets | |||||||||
| 1510 | Financial assets at FVTPL - non- current |
VI(II) | 86,000 | 2 | 86,000 | 2 | |||
| 1517 | Financial assets at FVTOCI - non- current |
VI(III) | 148,906 | 3 | 159,190 | 3 | |||
| 1550 | Investments accounted for using equity method |
VI(VIII) | 939,639 | 20 | 965,501 | 20 | |||
| 1600 | Property, plants, and equipment | VI(IX) | 167 | - | 192 | - | |||
| 1755 | Right-of-use assets | VI(X) | 103 | - | 497 | - | |||
| 1760 | Investment property, net | VI(XI) | 887,049 | 18 | 901,576 | 18 | |||
| 1840 | Deferred income tax assets | VI(XXVII) | 338 | - | 2,630 | - | |||
| 1920 | Deposits received | VII | 10,139 | - | 10,100 | - | |||
| 1980 | Other financial assets - non-current | VIII | 4,766 | - | 37,378 | 1 | |||
| 1990 | Other non-current assets - others | 3,790 | - | 3,790 | - | ||||
| 15XX | Total non-current assets | 2,080,897 | 43 | 2,166,854 | 44 | ||||
| 1XXX | Total assets | $ | 4,822,764 | 100 | $ | 4,876,860 | 100 |
(Continued on next page)
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ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Consolidated Balance Sheet December 31, 2022 and 2021
| Liabilities and equity | Notes VI(VII)(XII) VI(XIII) VI(XX) VII VI(XIV) VI(XIV) VI(XXVII) VI(XVI) VI(XVII) VI(XVIII) VI(XIX) VI(XXIX) IX |
December 31,2022 Amount % $ 1,318,925 28 28,762 1 31,698 1 12,066 - 15,032 - 9,769 - 29,914 1 - - 14,180 - 2,301 - 16,000 - 6,958 - 1,485,605 31 390,000 8 511 - 124,702 3 6,942 - 522,155 11 2,007,760 42 920,000 19 182,854 3 357,010 8 7,856 - 1,009,210 21 ( 204,188)( 4) 2,272,742 47 - - 542,262 11 2,815,004 58 $ 4,822,764 100 |
Expressed in thousands of NTD December 31, 2021 (restated) Amount % $ 675,368 14 141,858 3 60,178 1 1,374 - 24,462 - 9,769 - 60,765 1 32 - 5,025 - 2,331 - 418,000 9 29,786 1 1,428,948 29 - - 13 - 120,509 3 7,159 - 127,681 3 1,556,629 32 920,000 19 145,021 3 3,41,774 7 7,856 - 969,473 20 ( 117,229) ( 32) 2,266,895 47 347,601 7 705,735 14 3,320,231 68 $ 4,876,860 100 |
|---|---|---|---|
| Amount $ 1,318,925 28,762 31,698 12,066 15,032 9,769 29,914 - 14,180 2,301 16,000 6,958 1,485,605 390,000 511 124,702 6,942 522,155 2,007,760 920,000 182,854 357,010 7,856 1,009,210 ( 204,188) 2,272,742 - 542,262 2,815,004 $ 4,822,764 |
Amount $ 675,368 141,858 60,178 1,374 24,462 9,769 60,765 32 5,025 2,331 418,000 29,786 1,428,948 - 13 120,509 7,159 127,681 1,556,629 920,000 145,021 3,41,774 7,856 969,473 ( 117,229) 2,266,895 347,601 705,735 3,320,231 $ 4,876,860 |
||
| Current liabilities 2100 Short-term borrowings 2110 Short-term notes payable 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2180 Accounts payable - related parties 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Lease liabilities - current 2320 Long-term liabilities due within one year or one business cycle 2399 Other current liabilities - others 21XX Total of current liabilities Non-current liabilities 2540 Long-term borrowings 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 company Share capital 3110 Common stock capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserves 3350 Undistributed earnings Other equity 3400 Other equity 31XX Total equity attributable to owners of the parent company 35XX Equity owned by the previous holder under the joint control 36XX Non-controlling interests 3XXX Total equity Significant contingent liabilities and unrecognized contractual commitments 3X2X Total liabilities and equity |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Chairman : Chia-Chi Hou
Manager : Hsien-Wen Liu
Accounting Officer : Chien-Chang Luo
~123~
ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Consolidated Statement of Comprehensive Income January 1 to December 31, 2022 and 2021
| Items | Expressed in thousands of NTD (Except for earnings per share in NTD) 2022 2021 (restated) Notes Amount % Amount % VI(VII)(XX) $ 570,153 100 $ 615,535 100 VI(VI)(VII) (XXV) ( 446,013) ( 78) ( 505,266) ( 82) 124,140 22 110,269 18 VI(VII)(XXV) (XXVI) and VII ( 32,469) ( 6) ( 29,180) ( 5) ( 50,820) ( 9) ( 47,388) ( 8) XII(II) - - 68 - ( 83,289)( 15) ( 76,500)( 13) ( 40,851) ( 7) ( 33,769)( 5) VI(XXI) and VII 3,738 1 3,680 1 VI(XXII) 11,001 2 45,017 7 VI(XXIII) ( 48,508) ( 9) ( 8,593) ( 1) VI(XXIV) ( 11,664) ( 2) ( 13,709) ( 2) VI(VIII) 166,618 29 120,257 19 121,185 21 146,652 24 162,036 28 180,421 29 VI(XXVII) ( 18,444)( 3) ( 12,971)( 2) $ 143,592 25 $ 167,450 27 |
|---|---|
| 4000 Revenue 5000 Operating Costs 5900 Gross profit Operating Expenses 6100 Promotional expenses 6200 Administrative expenses 6450 Expected credit impairment gain 6000 Total operating expenses 6900 Operating income Non-operating income and expense 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial cost 7060 Profit and loss share of the affiliates and joint ventures recognized using the equity method 7000 Total non-operating income and expenses 7900 Income before tax 7950 Income tax expenses 8200 Current period net profit |
(Continued on next page)
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ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Consolidated Statement of Comprehensive Income January 1 to December 31, 2022 and 2021
| Items | Expressed in thousands of NTD (Except for earnings per share in NTD) 2022 2021 (restated) Notes Amount % Amount % VI(XIX) VI(III) ( $ 41,365) ( 7) ( $ 179,652) ( 29) VI(VIII) ( 64,426) ( 11) ( 39,288) ( 6) ( 105,791) ( 18) ( 218,940) ( 35) ( $ 105,791) ( 18) ( $ 218,940) ( 35) ( $ 37,801) ( 7) ( $ 51,490) ( 8) $ 92,205 16 $ 128,274 21 13,190 2 12,928 2 38,197 7 26,248 4 $ 143,592 25 $ 167,450 27 ( $ 13,586) ( 2) ( $ 90,666) ( 14) 13,190 2 12,928 2 38,197 7 26,248 4 ( $ 37,801) ( 7) ( $ 51,490) ( 8) VI(XXVIII) $ 1.00 $ 1.39 0.14 0.14 $ 1.14 $ 1.53 VI(XXVIII) $ 1.00 $ 1.39 0.14 0.14 $ 1.14 $ 1.53 |
|---|---|
| Other comprehensive income (net amount) Items not reclassified to profit or loss 8316 Unrealized gains or losses on investments in equity instruments at FVTOCI 8320 Shareholding in other comprehensive income of affiliates and joint ventures under equity method - items not reclassified to income 8310 Total of items not reclassified to profit or loss 8300 Other comprehensive income (net amount) 8500 Total comprehensive income of the current period Net profit (loss) attributable to: 8610 Owner of parent company 8615 Equity owned by the previous holder under the joint control 8620 Non-controlling interests Total Total comprehensive income attributable to: 8710 Owner of parent company 8715 Equity owned by the previous holder under the joint control 8720 Non-controlling interests Total Basic earnings per share 9710 Owner of parent company 9720 Equity owned by the previous holder under the joint control 9750 Basic earnings per share Diluted earnings per share 9810 Owner of parent company 9820 Equity owned by the previous holder under the joint control 9850 Diluted earnings per share |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Chairman : Chia-Chi Hou
Manager : Hsien-Wen Liu
Accounting Officer : Chien-Chang Luo
~125~
ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Consolidated Statement of Changes in Equity January 1 to December 31, 2022 and 2021
Expressed in thousands of NTD
| 2021 (after restatement) Balance at January 1, 2021 Current period net profit Other comprehensive income Total comprehensive income of the current period Appropriation and distribution of earnings Cash dividends Disposal of equity instruments at FVTOCI Changes in the net equity value of affiliates recognized under the equity method Disposal of equity instruments at FVTOCI by affiliates Balance at December 31, 2021 2022 Balance at January 1, 2022 Current period net profit Other comprehensive income of current period Total comprehensive income of the current period Appropriation and distribution of earnings Appropriation of legal reserve Cash dividends Capital reduction in cash Disposal of equity instruments at FVTOCI Disposal of equity instruments at FVTOCI by affiliates Changes in the net equity value of affiliates recognized under the equity method Impact of organizational reorganization Balance at December 31, 2022 |
Notes VI(XIX) VI(III)(XIX) VI(VIII) VI(VIII)(XVII)( XIX) VI(XIX) VI(XVIII) VI(III)(XIX) VI(XIX) VI(VIII) VI(VIII)(XVII)( XXIX) |
Equityattrib | ut | able to owners ofparent company | able to owners ofparent company | able to owners ofparent company | Equity owned by the previous holder under the joint control $ 381,882 12,928 - 12,928 ( 47,209) - - - $ 347,601 $ 347,601 13,190 13,190 - - ( 99,330) - - - ( 261,461) $ - |
Non-controlling interests |
Total equity | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common stock capital $ 920,000 - - - - - - - $ 920,000 $ 920,000 - - - - - - - - - - $ 920,000 |
Capital surplus | Retained earnings | Total | |||||||||||||||||
| Legal reserve | Special reserves $ 7,856 - - - - $ 7,856 $ 7,856 - - - - - - - - - - $ 7,856 |
Undistributed earnings |
||||||||||||||||||
| $ 10,714 - - 123,021 11,286 $ 145,021 $ 145,021 - - - - - - - - 7,372 30,461 $ 182,854 |
$ 341,774 - - - - $ 341,774 $ 341,774 - - - 15,236 - - - - - - $ 357,010 |
$ 817,112 128,274 ( 96) 128,178 - 45,791 - ( 21,608) $ 969,473 $ 969,473 92,205 696 92,901 ( 15,236) ( 18,400) - 76 ( 19,604) - - $ 1,009,210 |
$ 2,230,790 128,274 ( 218,940) ( 90,666) - 3,750 123,021 - $ 2,266,895 $ 2,266,895 92,205 ( 105,791) ( 13,586) - ( 18,400) - - - 7,372 30,461 $ 2,272,742 |
$ 775,335 26,248 - 26,248 ( 95,848) - - $ 705,735 $ 705,735 38,197 38,197 - - ( 201,670) - - - - $ 542,262 |
$ 3,388,007 167,450 ( 218,940) ( 51,490) ( 143,057) 3,750 123,021 $ 3,320,231 $ 3,320,231 143,592 ( 105,791) 37,801 - ( 18,400) ( 301,000) - - 7,372 ( 231,000) $ 2,815,004 |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Manager: Xian-Wen Liu
Chairman: Chia-Chi Hou
Accounting Officer: Chien-Chang Luo
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ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Consolidated Statement of Cash Flows January 1 to December 31, 2022 and 2021
Expressed in thousands of NTD
| Cash flow from operating activities Net income before tax Adjustment items Income and expenses Depreciation expense Amortization expense Expected credit impairment gain Net gain from financial assets at FVTPL Interest income Dividend income Interest expense Shareholding in the profit of the affiliates under the equity method Impairment loss Loss from disposal of investment Changes in assets/liabilities related to operating activities Net changes in assets related to operating activities Notes receivable Accounts receivable Other receivables other receivables – related parties Inventory Prepayments Other financial assets - current Other current assets Other non-current assets Net changes in liabilities related to operating activities Contract liabilities Notes payable Accounts payable Other payables Other payables - related parties Other current liabilities Cash outflow from operations Interest paid Income tax paid Net cash outflow from operating activities |
Notes January 1 to December 31, 2022 $ 162,036 VI(IX)(X) (XI)(XXV) 21,663 VI(XXV) - XII(II) - ( VI(II)(XXIII) - ( VI(XXI) ( 3,378 ) ( VI(III)(XX) ( 3,354 ) ( VI(XXIV) 11,664 VI(VIII) ( 166,618 ) ( VI(XXIII) 46,403 VI(XXIII) - ( 2,395 ) ( 4,609 1,742 ( - ( 597,962 ) ( ( 750 ) 2 7,461 ( - ( 28,480 10,692 ( ( 9,430 ) ( ( 31,741 ) ( ( 32 ) ( ( 22,828) ( 601,056 ) ( ( 11,709 ) ( ( 6,390) ( ( 619,155) ( |
January 1 to December 31, 2021 (restated) $ 180,421 21,703 6 68 ) 2,206 ) 3,680 ) 42,424 ) 13,709 120,257 ) - 233 6,564 ) 361 8,475 ) 37,722 215,124 ) 26,901 17,819 5,643 ) 192 528 23,355 ) 46,589 ) 14,398 ) 25 ) 17,504 171,709 ) 13,779 ) 16,558) 202,046) |
|---|---|---|
(Continued on next page)
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Manager : Hsien-Wen Liu
Chairman : Chia-Chi Hou
Accounting Officer : Chien-Chang Luo
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ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Consolidated Statement of Cash Flows January 1 to December 31, 2022 and 2021
Expressed in thousands of NTD
| Cash flow from investment activities Acquisition of financial assets at amortized cost Acquisition of financial assets at FVTPL Disposal of financial assets at FVTPL Acquisition of financial assets at FVTOCI Disposal of financial assets at FVTOCI Decrease (increase) of other receivables - related parties Proceeds from disposal of subsidiary (less deposit in bank of subsidiary disposed of) Decrease (increase) of other financial assets - non- current Decrease (increase) in refundable deposits Interest collected Dividends received Net cash inflow (outflow) from investing activities Cash flow from financing activities Increase in short-term borrowings Decrease in short-term notes payable Lease principal repayment Repayment of long-term borrowings Long-term borrowings Increase (decrease) in guarantee deposits received Distribution of cash dividends Cash paid for organizational restructuring Capital reduction in cash Net cash outflow from financing Decrease in cash and cash equivalents for the current period Cash and cash equivalents Cash and equivalent cash balance at the beginning of the period |
Notes January 1 to December 31, 2022 January 1 to December 31, 2021 (restated) ( $ 60,000 ) $ - - ( 23,305 ) - 44,489 ( 65,880 ) ( 426,285 ) 34,799 418,032 180,000 ( 80,000 ) - ( 1,782 ) 32,612 ( 22,621 ) 39 9 6,999 3,571 9,2385 42,424 220,876 ( 45,468 ) VI(III)(XXX) 643,557 393,282 VI(III)(XXX) ( 113,096 ) ( 265,902 ) VI(III)(XXX) ( 1,619 ) ( 1,387 ) VI(III)(XXX) ( 430,000 ) ( 16,000 ) VI(III)(XXX) 418,000 - VI(III)(XXX) ( 217 ) 82 VI(XVIII) ( 18,400 ) ( 143,057 ) VI(XXIX) ( 231,000 ) - ( 301,000 ) - ( 33,775 ) ( 32,982 ) ( 432,054 ) ( 280,496 ) 953,814 1,234,310 $ 521,760 $ 953,814 |
|---|---|
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Manager : Hsien-Wen Liu
Chairman : Chia-Chi Hou
Accounting Officer : Chien-Chang Luo
~128~
ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Notes to Consolidated Financial Statements
2022 and 2021 (after restatement)
Expressed in thousands of NTD (unless otherwise stated)
I. History
-
(I) CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD. was established on August 19, 1964 in accordance with the Company Act. On June 23, 2022, the resolution of the shareholders' meeting changed the name to ASCENT DEVELOPMENT CO., LTD. (hereinafter referred to as "the Company"), which was completed on July 15, 2022. The main business of the Company and its subsidiaries (hereinafter referred to as "the Group") is sales of wool tops, carbonized wool, scoured wool, shrink-resistant wool tops and real estate development, lease and sale, etc. The Company's stock has been listed on the Taiwan Stock Exchange since May 22, 1989.
-
(II) Hanyang Global Co., Ltd. holds 53.41% equity of the Company, and Hanshen Asset Management Co., Ltd. is the ultimate parent company of the Group.
II. Dates and Procedures for Approval of Financial Reports
The financial statements are approved and issued by the board of directors on March 27, 2023.
III. Application of new and revised standards and interpretations
(I) The impact of the newly released and revised International Financial Reporting Standards that have been approved and issued by the Financial Supervisory Commission (FSC)
The following table summarizes the newly issued, revised and revised standards and interpretations of the International Financial Reporting Standards applicable in 2022 that were recognized and issued by the FSC:
| were recognized and issued by the FSC: | |
|---|---|
| Application of new/corrected/revised standards and interpretations | Effective date of IASB's announcement |
| Amendments to IFRS3 "Index to Conceptual Framework" Amendment to IAS 16 regarding "Property , Plant, and Equipment: Proceeds before Intended Use" Amendments toIAS37"Onerous Contracts - Cost of Fulfilling Contracts" 2018-2020Annual Improvements |
January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
The Group has assessed that the above standards and interpretations have no material impact on the Group's financial position and financial performance.
(II) The impact of the newly released and revised International Financial Reporting Standards that have not yet been adopted by the FSC
The following table summarizes the newly issued, corrected and revised standards and interpretations of the International Financial Reporting Standards applicable in 2023 that were recognized and issued by the FSC:
| Application of new/corrected/revised standards and interpretations | Effective date of IASB's announcement January 1 , 2023 January 1 , 2023 |
|---|---|
| Amendments to IAS 1 "Disclosure of Accounting Policies" Amendments to IAS 8 "Definition of Accounting Estimates" |
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Amendments to IAS 12 regarding "Deferred Tax related to Assets and January 1 , 2023 Liabilities arising from a Single Transaction"
The Group has assessed that the above standards and interpretations have no material impact on the Group's financial position and financial performance.
(III) Impacts of IFRSs issued by the IASB but not yet endorsed by the FSC
The following table summarizes the newly released, amended, and revised standards and interpretations of the IFRSs issued by the IASB but not yet recognized by the FSC:
| Application of new/corrected/revised standards and interpretations |
Effective date of IASB's announcement |
|---|---|
| Amendments toIFRS10and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture " Amendments toIFRS16"Lease Liability in a Sale and Leaseback" IFRS No.17"Insurance Contracts" Amendments toIFRS17"Insurance Contracts" Amendments toIFRS17"Initial Application of IFRS17and IFRS9- Comparative Information" Amendments to IAS1 "Classification of Liabilities as Current or Non-current" Amendments to IAS1 Non-current Liabilities with Covenants" |
To be decided by IASB January 1, 2024 January 1 , 2023 January 1 , 2023 January 1 , 2023 January 1, 2024 January 1, 2024 |
The Group has assessed that the above standards and interpretations have no material impact on the Group's financial position and financial performance.
IV. Summary of Significant Accounting Policies
The major accounting policies adopted in the preparation of the financial statements are described below. Unless otherwise stated, these policies apply consistently throughout all reporting periods.
(I) Compliance statement
The consolidated financial report has been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRSs), International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC.
(II) Compilation basis
-
Except for financial assets at FVTPL and financial assets at FVTOCI, the financial statement is prepared based on historical costs.
-
The compilation of financial statement in compliance with IFRSs requires the use of some important accounting estimates. In the process of adopting the Group's accounting policies, management also needs to adopt the judgments, which involve in highly judgmental or complex items, or major assumptions and estimated items in financial statements. For details, please refer to Note 5.
(III) Consolidation basis
-
Basis for preparation of consolidated financial statements
-
(1) The Group incorporates all subsidiaries into entities for the preparation of financial statements. The subsidiary refers to an entity controlled by the Group, when the firm is exposed to, 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, it shall be regarded that the Group is controlling the entity. Subsidiaries are included in the consolidated financial report from the date when the Group obtains control, and are terminated from the date when control is lost.
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-
(2) Intra-group transactions, balances and unrealized gains and losses are eliminated. The accounting policies of the subsidiaries have been adjusted as necessary to be consistent with the policies adopted by the Group.
-
(3) Profit and loss and other components of comprehensive profit and loss are attributable to the owners and non-controlling interests of the parent company; the total comprehensive profit and loss is also attributable to the owners and non-controlling interests of the parent company, even if the non-controlling interests suffer losses due to this.
-
(4) If the change in the shareholding of the subsidiary does not result in a loss of control (transactions with non-controlling interests), it will be regarded as an equity transaction, which is being regarded as the transaction with the owner. Any difference between the adjusted amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized in equity.
-
(5) When the Group loses control over the subsidiary, the remaining investment in the former subsidiary is remeasured at fair value and adopted as the fair value of the originally recognized financial assets or the cost of the originally recognized investment in affiliated enterprises or joint ventures. The difference between the fair value and the carrying amount is recognized as profit or loss of the current period. For all amounts previously recognized in other comprehensive profit or loss related to the subsidiary, the accounting treatment is the same as if the Group directly disposes of the relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive profit or loss will be reclassified as profit or loss when disposing of the relevant assets or liabilities, when control of the subsidiary is lost, the benefit or loss will be reclassified from equity to profit or loss.
-
Subsidiaries included in the financial statements are as follows:
| Name of the Investment Company Name of Investee Business type |
Percentage of shareholding December 31, 2022 December 31, 2021 Description |
|---|---|
| The Company HCW INVESTMENT CO., LTD. General investment The Company Hanlin Development Co., Ltd. Investment inreal estate and buildings Hanlin Development Co., Ltd. The Pu-Li Management Consulting Co., Ltd. Management consulting service |
100.00 100.00 33.00 33.00 Note1 - - Note 2 |
- Note 1: In the third quarter of 2022, the Company acquired 33% of the equities of Hanlin Development Co., Ltd. (hereinafter referred to as Hanlin Development), a subsidiary of Hanshen Asset Management Co., Ltd. (the ultimate parent company of the Group), and obtained more than half of seats of its board of directors. Therefore, the equity transaction belongs to the organizational reorganization under common control, and it should be considered as a consolidation from the beginning. When preparing the comparative consolidated financial statements, the previous consolidated financial statements shall be retroactively and restated.
Note 2: Hanlin Development disposed of its shares in August 2021.
-
Subsidiaries not included in the consolidated financial statements: None.
-
Different adjustments and treatments in the accounting period of subsidiaries: None.
-
Major restrictions: None.
-
Subsidiaries with significant non-controlling equity of the Group:
The total amount of non-controlling interests of the Group as of December 31, 2021 and 2021 were NT$542,262 and NT$705,735, respectively. The following is the information
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about the significant non-controlling interests of the Group and its subsidiaries:
| Non-controlling interests | Non-controlling interests | ||||
|---|---|---|---|---|---|
| December 31, 2022 | December 31, 2021 | ||||
| Name of | Principal place | Percentage of | Percentage of | ||
| Investee | of business | Amount shareholding |
Amount shareholding |
||
| Hanlin Development |
Taiwan | $ | 542,262 67 |
$ | 705,735 67 |
Summarized financial information of subsidiaries:
Balance Sheet
| Balance Sheet | |
|---|---|
| Current assets Non-current assets Current liabilities Non-current liabilities Total netassets |
Hanlin Development Co., Ltd. |
| December 31, 2022 December 31, 2021 $ 829,581 $ 1,079,770 858,178 905,825 ( 357,795) ( 805,226) ( 520,616) ( 127,032) $ 809,348 $ 1,053,337 |
Statement of Comprehensive Income
Hanlin Development Co., Ltd.
| Income Net income before tax Income taxexpenses Current period net profit Total comprehensive income of the current period Comprehensive income attributed to non-controlling interests Dividends paid to non-controlling interests |
2022 $ 552,376 $ 68,897 ( 11,886) 57,011 $ 57,011 $ 38,197 $ - |
2021 |
|---|---|---|
| $ 532,777 | ||
| $ 41,112 ( 1,935) |
||
| 39,177 | ||
| $ 39,177 | ||
| $ 26,248 | ||
| $ 95,848 |
Statement of Cash Flow
| Net cash inflow from operating activities Net cash inflow (outflow) from investing activities Net cash outflow from financing Decrease in cash and cash equivalents for the current period Cash and cash equivalents Cash and equivalent cash balance at the beginning of the period |
Hanlin Development Co., Ltd. 2022 2021 $ 68,558 $ 388,462 212,593 ( 107,234) ( 270,447) ( 484,015) 10,704 ( 202,787) 200,341 403,128 $ 211,045 $ 200,341 |
Hanlin Development Co., Ltd. 2022 2021 $ 68,558 $ 388,462 212,593 ( 107,234) ( 270,447) ( 484,015) 10,704 ( 202,787) 200,341 403,128 $ 211,045 $ 200,341 |
|---|---|---|
| 2021 $ 388,462 ( 107,234) ( 484,015) ( 202,787) 403,128 $ 200,341 |
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(IV) Foreign currency conversion
Items included in the financial statements of each entity within the Group are measured using the currency of the primary economic environment in which the entity operates (i.e. the functional currency). The consolidated financial statements are presented in the Company's functional currency "NTD".
Foreign currency transactions and balances
-
Foreign currency transactions are converted into functional currency at the spot exchange rate on the transaction date or measurement date, and the conversion difference arising from the conversion of these transactions is recognized as current profit or loss.
-
The balance of foreign currency monetary assets and liabilities is evaluated and adjusted according to the spot exchange rate on the balance sheet date, and the translation difference arising from the adjustment is recognized as current profit or loss.
-
The balance of foreign currency non-monetary assets and liabilities, which are at FVTPL, shall be adjusted according to the spot exchange rate on the balance sheet date, and the exchange difference arising from the adjustment shall be recognized as current profit or loss; if it is at FVTOCI, it shall be adjusted at the spot exchange rate on the balance sheet date, and the exchange difference arising from the adjustment shall be recognized in other comprehensive profit or loss; if it is not at fair value, it shall be at the historical exchange rate on the initial transaction date.
-
All exchange gains and losses are listed in "Other Gains and Losses" in the Income Statement.
(V) Classification criteria for current and non-current assets and liabilities
The Group is engaged in entrusting construction companies to build or sell buildings, and its business cycle is usually longer than one year. Assets and liabilities related to construction projects are classified as current or non-current based on the business cycle; and the standards for the classification of other items as current and non-current are as follows:
-
Assets that meet one of the following conditions are classified as current assets:
-
(1) The asset is expected to be realized, or it is intended to be sold or consumed in the normal business cycle.
-
(2) Mainly held for the purpose of trading.
-
(3) Those expected to be realized within 12 months after the balance sheet date.
-
(4) Cash or cash equivalents, except those that can be exchanged at least 12 months after the balance sheet date or used to settle liabilities are restricted.
The Group classifies all assets that do not meet the above conditions as non-current.
-
Liabilities that meet one of the following conditions are classified as current liabilities:
-
(1) Expected to be settled in the normal business cycle.
-
(2) Mainly held for the purpose of trading.
-
(3) Those expected to be paid off within 12 months after the balance sheet date.
-
(4) The repayment period cannot be unconditionally postponed to at least 12 months after the balance sheet date. The terms of the liabilities may be based on the choice of the counterparty, which may be settled by issuing equity instruments, and its classification is not affected.
The Group classifies all liabilities that do not meet the above conditions as non-current.
(VI) Cash equivalents
Cash equivalents refer to short-term and highly liquid investments that can be converted into fixed amounts of cash at any time with little risk of changes in value. Time deposits
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that meet the definition above and are held to meet short-term cash commitments in operations are classified as cash equivalents.
(VII) Financial assets at FVTPL
-
Refers to financial assets that are not at amortized cost or at FVTOCI.
-
The Group adopts transaction-day accounting for financial assets at FVTPL that conform to customary transactions.
-
The Group measures it at fair value at the time of initial recognition, and the relevant transaction costs are recognized in profit or loss, and subsequently at fair value, and its profits or losses are recognized in profit or loss.
-
When the right to receive dividends is established, the economic benefits related to dividends are likely to flow in, and the amount of dividends can be measured reliably, hence the Group recognizes dividend income in profit or loss.
(VIII) Financial assets at FVTOCI
-
Refers to an irrevocable choice made at the time of original recognition to present changes in the fair value of equity instrument investments not held for trading in other comprehensive income.
-
The Group adopts transaction-day accounting for financial assets at fair value through other comprehensive gains and losses that conform to transaction practices.
-
The Group measures at its fair value plus transaction costs at the time of original recognition, and subsequently at fair value:
Changes in the fair value of equity instruments are recognized in other comprehensive profit or loss. When delisting, the accumulated gains or losses previously recognized in other comprehensive profit or loss shall not be reclassified to profit or loss, and shall be transferred to retained earnings. When the right to receive dividends is established, the economic benefits related to dividends are likely to flow in, and the amount of dividends can be measured reliably, hence the Group recognizes dividend income in profit or loss.
(IX) Financial assets at amortized cost
-
Refers to those who meet the following conditions at the same time:
-
(1) The financial asset is held under the business model for the purpose of collecting contractual cash flow.
-
(2) The contract terms of the financial asset generate cash flow on a specific date, which is entirely the payment of principal and interest on the outstanding principal amount.
-
The Group adopts transaction-day accounting for financial assets at cost after amortization that comply with transaction practices.
-
The Group measures its fair value plus transaction costs at the time of initial recognition, and then adopts the effective interest method to recognize interest income and impairment losses during the circulation period according to the amortization procedure, and when delisting, it will be recognized The gain or loss is recognized in profit or loss.
-
The time deposits held by the Group that are not categorized as cash equivalents are measured by the investment amount because the holding period is short and the impact of discounting is not significant.
(X) Accounts and Notes Receivable
-
Refers to accounts and notes that have the unconditional right to receive the consideration amount in exchange for the transfer of goods or services in accordance with the contract.
-
For unpaid short-term accounts and notes receivable, since discounting has little effect,
~134~
the Group measures them based on the original invoiced amount.
(XI) Impairment of financial assets
On each balance sheet date, for financial assets at amortized cost, after considering all reasonable and supportable information (including forward-looking information), the Group has no significant increase in credit risk since the original recognition , which measures the allowance loss by the amount of 12-month expected credit losses; for those whose credit risk has increased significantly since the original recognition, the allowance for loss shall be measured according to the amount of expected credit loss during the duration; for accounts receivable that do not include significant financial components, the allowance for loss shall be measured according to the amount of expected credit loss during the duration.
(XII) Delisting of financial assets
Financial assets will be delisted when the Group's contractual rights to receive cash flows from the financial assets lapse.
(XIII) Lessor's lease transaction - Business lease
Lease income from business leases and net of any incentives given to the lessee will be amortized on a straight-line basis over the lease term and recognized as current profit or loss.
(XIV) Inventory
-
Including land for construction, premises under construction, and premises for sale, etc., the acquisition cost is adopted as the accounting basis, and the project profit and loss is recognized according to the completed contract method. The land for construction is listed as the premises under construction when it is actively developed, and the relevant interest is capitalized from the time of active development or construction to the completion of the work.
-
Inventory at the end of the period is measured by the lower of cost and net realizable value. When comparing the lower of cost and net realizable value, the item-by-item comparison method is adopted; and the net realizable value is the estimated selling price in the normal course of business less the estimated cost to complete and the estimated cost to complete the sale.
- (XV) Investments using the equity method Affiliated enterprises
-
Affiliated enterprises refer to all entities over which the Group has significant influence but no control, generally directly or indirectly holding more than 20% of their voting shares. The Group adopts the equity method to dispose of the investment in affiliated enterprises, and recognizes it at cost when acquired.
-
The Group recognizes the share of profit and loss acquired by the affiliated enterprises as profit and loss of the current period, and the share of other comprehensive profit and loss acquired by the Group as other comprehensive profit or loss. If the Group's share of losses to any affiliated enterprise is equivalent to or exceeds its equity in the affiliated enterprise (including any other unsecured receivables), the Group will not recognize further losses unless the Group has any legal or constructive obligations to, or has paid on behalf of the affiliated enterprise.
-
When the affiliated enterprise has any non-profit or loss and other comprehensive profit or loss equity changes that do not affect the shareholding ratio, the Group will recognize all equity changes as "capital surplus" based on the shareholding ratio.
-
The unrealized gains and losses arising from transactions between the Group and affiliated enterprises have been eliminated in proportion to its equity in the affiliated
~135~
enterprises; unless there is further evidence that the assets transferred in the transaction have been impaired, unrealized losses will also be eliminated. The accounting policies of the affiliated enterprises have been adjusted as necessary to be consistent with the policies adopted by the Group.
-
In the event that an affiliate enterprise issues new shares, and the Group does not subscribe to the new shares in accordance with the proportion, resulting in a change in the investment ratio but still having a significant impact on it, the increase or decrease of the change in the net equity value is to adjust the "capital surplus" and "investments accounted for under the equity method". If the proportion of investment is reduced, in addition to the above-mentioned adjustments, the gains or losses related to the reduction of ownership interests that have been previously recognized in other comprehensive profit or loss, and the gains or losses must be reclassified to profit or loss when disposing of related assets or liabilities, it shall be reclassified to profit or loss according to the reduction ratio.
-
When the Group disposes of an affiliated enterprise and loses its significant influence on such affiliated enterprise, for all amounts previously recognized in other comprehensive profit or loss related to the affiliated enterprise, the accounting treatment is the same as if the Company directly disposes of the relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive profit or loss will be reclassified as profit or loss when disposing of the relevant assets or liabilities, when control of the affiliated enterprise is lost, the benefit or loss will be reclassified from equity to profit or loss. If there is still a significant influence on the affiliated enterprises, only the amount previously recognized in other comprehensive profit and loss shall be transferred out in the above-mentioned manner on a proportionate basis.
(XVI) Joint Agreements
-
For the interests in joint operations, the Group recognizes the direct rights (and their shares) to the assets, liabilities, income and expenses of the joint operations, and has included them in the applicable items of the financial report.
-
When participating in a joint venture without joint control, the Group will handle its interest in the agreement in accordance with the provisions of IFRS 9 "Financial Instruments".
(XVII) Property, plants, and equipment
-
Real estate, plant and equipment are recorded on the basis of acquisition cost.
-
Subsequent costs are included in the book value of the asset or recognized as a separate asset only when the future economic benefits related to the item are likely to flow into the Group and the cost of the item can be measured reliably. The book value of the replaced part shall be delisted. All other maintenance expenses are recognized as current profit or loss when incurred.
-
The subsequent measurement of property, plant and equipment adopts the cost model. Except for land, which is not listed for depreciation, the depreciation will be calculated using the straight-line method based on the estimated service life. If the composition of property, plant and equipment is significant, it will be depreciated separately.
-
The Group examines the residual value, service life and depreciation method of each asset at the end of each financial year. If the expected value of the residual value and service life is different from the previous estimate, or the future economic value
~136~
contained in the asset If there is a significant change in the expected consumption pattern of benefits, it shall be handled in accordance with the accounting estimate change provisions of International Accounting Standard No. 8 "Accounting Policies, Changes in Accounting Estimates and Errors" from the date of the change. The service life of each asset is as follows:
Houses and buildings 8~20 years Office equipment 5~23 years
(XVIII) Lessee's lease transaction - right-of-use asset/lease liability
-
Lease assets are recognized as right-of-use assets and lease liabilities on the day they become available to the Group. When the lease contract is a short-term lease or a lease of a low-value underlying asset, the lease payment is recognized as an expense during the lease period using the straight-line method.
-
Lease liabilities are recognized at the present value of unpaid lease payments discounted at the Group's incremental borrowing rate on the lease commencement date. Lease payments are fixed payments, less any lease incentives that can be received.
Subsequent adoption of the interest method is measured by the amortized cost method, and interest expenses are provided during the lease period. When the lease term or lease payment changes due to non-contract modification, the lease liability will be reassessed, and the re-measurement amount will be adjusted to the right-of-use asset.
-
The right-of-use asset is recognized at cost on the lease commencement date, and the cost is the original measured amount of the lease liability. Subsequent measurement is made using the cost model, and depreciation expenses are provided when the service life of the right-of-use asset expires or when the lease period expires, whichever is earlier. When the lease liability is reassessed, the right-of-use asset will adjust any remeasurement of the lease liabilities.
-
For a lease modification that reduces the scope of the lease, the lessee will reduce the book amount of the right-of-use asset to reflect partial or complete termination of the lease, and recognize the difference between it and the remeasured amount of the lease liability in profit or loss.
(XIX) Investment property
Investment real estate is recognized at acquisition cost, and the subsequent measurement adopts the cost model. Except for land, depreciation is provided by the straight-line method according to the estimated service life which ranges from 8 to 60 years.
(XX) Impairment of non-financial assets
On the date of balance sheet, the Group will estimate the recoverable amount of assets which may be subject to impairment, and recognize the impairment loss when the recoverable amount is lower than its book value. The recoverable amount is the fair value of an asset less costs of disposal or its value in use, whichever is higher. When the asset impairment recognized in the previous year does not exist or decreases, the impairment loss shall be reversed. However, the increase in the book value of the asset due to the reversal of the impairment loss shall not exceed the book amount of the asset after deducting depreciation or amortization if no impairment loss is recognized.
~137~
(XXI) Borrowings
The long- and short-term funds borrowed from banks. The Group measured it at the fair value less transaction costs at the time of original recognition, and subsequently recognized any difference between the price after deducting transaction costs and the redemption value, and adopted the effective interest method and amortizing procedures to recognize interest expenses during the circulation period in profit and loss.
(XXII) Notes and Accounts Payable
-
Refers to the debts incurred due to the purchase of raw materials, commodities, or services on credit, and the notes payable incurred due to business and non-business matters.
-
For unpaid short-term accounts and notes payable, since discounting has little effect, the Group measures them based on the original invoiced amount.
(XXIII) Delisting of financial liabilities
The Group delists financial liabilities when the obligations specified in the contract are performed, canceled or expired.
(XXIV) Employee benefits
- Short-term employee benefits
Short-term employee benefits are at non-discounted amounts expected to be paid and are recognized as an expense when the related service is rendered.
2. Pension
For a definite contribution plan, the amount of the pension fund that shall be appropriated is recognized as the current pension cost on the basis of accruals. Advance payments are recognized as assets to the extent that they are refundable in cash or reduce future payments.
3. Severance benefits
Severance benefits are benefits provided when the employee's employment is terminated before the normal retirement date or when the employee decides to accept the company's welfare offer in exchange for the termination of employment. The Group recognizes an expense when it is no longer possible to withdraw the offer of termination benefits or when the related restructuring costs are recognized, whichever is earlier. Benefits that are not expected to be fully settled within 12 months after the balance sheet date will be discounted.
- Employees and directors remuneration
Employee remuneration and directors' remuneration are recognized as expenses and liabilities when there is a legal or constructive obligation and the amount can be reasonably estimated. If there is a discrepancy between the actual distribution amount and the estimated amount in subsequent resolutions, it shall be treated as a change in accounting estimate. In addition, if employee remuneration is paid by stock, the basis for calculating the number of shares is the closing price on the day before the resolution of the board of directors.
(XXV) Income Tax
- Income tax expense includes current and deferred income tax. Income taxes are
~138~
recognized in profit or loss, except for income taxes that relate to items that are recognized in other comprehensive profit or loss or directly in equity, respectively.
-
The Group calculates current income tax based on the tax rate that has been enacted or substantively enacted on the balance sheet date in the country where the Group operates and generates taxable income. The management level periodically assesses the status of income tax filings with respect to applicable income tax regulations and, where applicable, estimates income tax liabilities based on the expected tax payments to the taxation competent authorities. For undistributed earnings, additional income tax is levied in accordance with the Income Tax Law. In the year following the year in which the earnings are generated, the undistributed earnings income tax expense shall be recognized based on the distribution of the actual earnings after the shareholders' meeting approves the earnings distribution proposal.
-
The balance sheet method is adopted for deferred income tax, which is recognized according to the temporary difference between the tax basis of assets and liabilities and their carrying amount on the balance sheet. Deferred income tax liabilities arising from the original recognition of goodwill are not recognized if the deferred income tax arises from the original recognition of assets or liabilities in a transaction (excluding business combinations) and at the time of the transaction If it does not affect accounting profit or taxable income (tax loss), it will not be recognized. For temporary differences related to investment in subsidiaries and affiliated enterprises, if the Group can control the timing of the reversal of the temporary difference and it is highly likely that the temporary difference will not reverse in the foreseeable future, it will not be recognized. The deferred income tax is based on the tax rate (and taxation laws) that has been enacted or substantively enacted on the balance sheet date and is expected to be applicable when the relevant deferred income tax assets are realized or the deferred income tax liabilities are settled.
-
Deferred income tax assets are recognized within the scope of temporary differences, unused tax losses and unused income tax credits that are likely to be available in future taxable income, and are reassessed on each balance sheet date. Evaluate unrecognized and recognized deferred tax assets.
-
The later part of the unused income tax deduction due to the purchase of equipment or technology, research and development expenditure, and equity investment, etc., which is within the scope of future taxable income that is likely to be used for the unused income tax deduction. Recognize deferred income tax assets.
(XXVI) Dividend distribution
The dividends distributed to the shareholders of the Company are recognized in the financial report when the shareholders' meeting of the Company resolves to distribute dividends, and the distribution of cash dividends is recognized as the liability.
(XXVII) Revenue recognition
1. Product sales
Mainly wool tops, shrink-resistant wool tops and shrink-resistant loose wool, etc. Sales revenue is recognized when the goods are sold to customers, and revenue is
~139~
recognized based on the price stated in the contracts.
-
Real estate sales for land development
-
(1) The main business of the Group is land development and sales of real estate, and the revenue is recognized when the control of real estate is transferred to customers. For the signed residential sales contracts, due to the restrictions of the contract terms, the real estate has no other use for the Group, but the Group will not have the enforceable right to the contract payment until the legal ownership or use right of the real estate is transferred to the customer. Revenue is recognized when the ownership or use right is transferred to the customer.
-
(2) Part of the Group's sales contracts include the change consideration of price reduction, and the Group takes the expected value or the most likely amount as the appropriate estimate of the change consideration.
-
(3) The Group's contract for the sale of pre-sale houses contains the terms of advance payment from customers, and the time interval between the time of advance receipt and the transfer of commodity control is longer than one year. According to the provisions of IFRS15, if the Group judges that there are significant financial components in individual pre-sale house contracts, it should adjust the amount of promised consideration and recognize interest expenses. In addition, IFRS15 states that enterprises shall only consider the materiality of financial components at the contract level, and not consider whether financial financing is significant at the portfolio level.
-
Lease revenue
A lease is classified as a finance lease when the terms of the lease transfer substantially all the risks and rewards of the leased asset to the lessee. The others are classified as operating leases. Under a finance lease, amounts due from the lessee are included as lease receivables. Financing income is apportioned to each accounting period to reflect the fixed rate of return available in each period. Lease income from operating leases is recognized as income on a straight-line basis over the term of the relevant lease.
(XXVIII) Organizational restructuring under joint control
-
According to the IFRS Q&A of "Accounting Concerns about Business Combinations under Joint Control" issued by the Accounting Research and Development Foundation on October 26, 2018, due to the International Financial Reporting Standard No. 3 "Business Combinations", there is no clear regulation on the merger of enterprises under joint control, so the accounting treatment of organizational reorganization within the group shall still apply the provisions of the relevant explanation letters issued in Taiwan. The book value method is adopted, and it is regarded as the restructuring of the previous financial statements from the beginning of the merger.
-
In the third quarter of 2022, the Company acquired 33% of the equity of Hanlin Development Co., Ltd., a subsidiary of Hanshen Asset Management Co., Ltd. (the ultimate parent company of the Group), and obtained more than half of the seats of its board of directors. Because this equity transaction is an organizational reorganization under common control, according to the ARDF official letter (2012) Ji Mi Zi No. 301, the Company considers that Hanlin Development has been merged from the beginning, and when recompiling the financial statements of previous years, it shall attribute the share of the equity originally belonged to the shareholders of Hanlin Development (Hanshin Asset Management Co., Ltd.) to the "equity owned by the previous holder under the joint control", and the share of
~140~
profits and losses originally belonged to the shareholders of Hanlin Development (Hanshin Asset Management Co., Ltd.) shall attributed to the "net profit (loss) owned by the previous holder under the joint control".
(XXIX) Operating segment
Information on the Group's operating segments is reported in a manner consistent with the internal management reports provided to the chief decision-maker of business operation. The chief decision-maker of business operation is responsible for allocating resources to operating departments and evaluating their performance.
~141~
V. Major sources of uncertainty in major accounting judgments, estimates and assumptions
When the Group prepared these financial statements, the management level has adopted its judgment to determine the accounting policies adopted, and made accounting estimates and assumptions based on the current situation at the balance sheet date and reasonable expectations of future events. The major accounting estimates and assumptions made may differ from the actual results, and will be continuously evaluated and adjusted taking into account historical experience and other factors. These estimates and assumptions have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Please explain in detail the following explanations on the uncertainty of major accounting judgments, estimates and assumptions:
(XXX) Important Judgments for Adoption of Accounting Policies
None.
(XXXI) Important Accounting Estimates and Assumptions
1. Impairment testing of investment using the equity method
When there is an indication of impairment that an investment using the equity method may have been impaired so that the carrying amount cannot be recovered, the Group immediately assesses 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 invested company, and analyzes the rationality of the relevant assumptions. On December 31, 2022, the Group's investment using the equity method after recognizing impairment losses was NT$939,639.
- Evaluation of inventory
Because inventories shall be priced at the lower of cost and net realizable value, the Group shall adopt judgment and estimation to determine the net realizable value of inventories on the balance sheet date. The management of the Group mainly relies on historical experience and the amount of future market sales value It is the basis of estimation and therefore may be subject to material changes. On December 31, 2022, please refer to Note 6(6) for the inventory information of the Group.
VI. Explanation of important accounting items
(XXXII) Cash and cash equivalents
| Cash on hand Demand deposits Time deposits |
December 31, 2022 $ 33 471,927 49,800 $ 521,760 |
December 31, 2021 $ 56 623,758 330,000 $ 953,814 |
|---|---|---|
-
The credit quality of the financial institutions that the Group interacts with is good, and the Group interacts with a number of financial institutions to diversify the credit risk, and the risk of default is expected to be very low.
-
Please refer to Note 8 for details of the Group's performance guarantee and the collateral account as a pledge guarantee (account listed in "Other Financial Assets - Current and Non-Current").
Financial assets at FVTPL
| Non-Current"). assets at FVTPL |
||
|---|---|---|
| Non-current items: Mandatory financial assets at FVTPL Joint development projects |
December 31, 2022 $ 86,000 |
December 31, 2021 |
| $ 86,000 |
~142~
-
The Group's financial assets at FVTPL had a net income (loss) of $0 recognized in profit or loss in both 2022 and 2021.
-
The Group did not provide financial assets at FVTPL as pledge guarantees.
-
Hanlin Development signed a land joint investment and development agreement with five other companies in 2019, with an investment ratio of 20%. Since the investment purpose of Hanlin Development is only to share profits without joint control, the interest in the agreement is treated in accordance with IFRS 9 "Financial Instruments" and listed as financial assets that are mandatory to be at FVTPL.
Financial assets at FVTOCI
| ets at FVTOCI | ||
|---|---|---|
| Equity instruments Stocks of listed/OTC companies Evaluation adjustment |
December 31, 2022 $ 296,395 ( 147,489) $ 148,906 |
December 31, 2021 |
| $ 265,238 ( 106,048) |
||
| $ 159,190 |
-
The Group categorizes strategic investments and equity instrument investments for stable dividend collection as financial assets at fair value through other comprehensive profit and loss, and the fair values of these investments on December 31, 2022 and 2021 were NT$148,906 and NT$159,190, respectively.
-
The details of the financial assets at fair value through other comprehensive profit and loss recognized in profit or loss and comprehensive profit or loss are as follows:
| 2022 Disposal of equity instruments at FVTOCI Changes in fair value recognized in other comprehensive profit or loss ($ 41,365) Accumulated benefits transferred to retained earnings due to delisting $ 76 Dividend income recognized in profit or loss Held at the end of the current period $ 3,334 Delisted during the current period 20 $ 3,354 |
2022 | 2021 |
|---|---|---|
| ($ 179,652) | ||
| $ 76 | $ 42,041 | |
| $ 3,334 20 |
$ 11,352 31,072 |
|
| $ 3,354 | $ 42,424 |
-
Regardless of the collateral held or other credit enhancements, the most representative of the financial assets held by the Group at fair value through other comprehensive profit and loss. On December 31, 2022 and 2021, the amount of risky exposure with the largest credit risk was NT$148,906 and NT$159,190, respectively.
-
The Group has not provided financial assets at FVTOCI as pledge guarantees.
Financial assets at amortized cost- Current
| Time deposits | December 31, 2022 $ 80,000 |
December 31, 2021 |
|---|---|---|
| $ 20,000 |
-
In 2022 and 2021, the Group's interest income recognized in profit or loss due to financial assets at amortized cost was NT$186 and NT$100 (tabled as "interest income") respectively.
-
Without regard to the collateral held or other credit enhancements, it is the most representative of the financial assets held by the Group at amortized cost. On December
~143~
31, 2022 and 2021, the amount of the maximum credit risk exposure was NT$80,000 and NT$20,000, respectively.
- The Group has not provided financial assets at amortized cost as pledge guarantees.
Notes receivable and net accounts
| vable and net accounts | ||
|---|---|---|
| Notes receivable Accounts receivable |
December 31, 2022 $ 19,613 $ 6,062 |
December 31, 2021 |
| $ 17,218 | ||
| $ 10,671 |
-
The Group's notes receivable and accounts receivable are not overdue.
-
The Group's notes receivable and accounts receivable balances on December 31, 2022 and 2021 were all due to customer contracts, and the balance of receivables from customer contracts on January 1, 2021 was NT$25,589.
-
The Group has not provided pledge guarantees for bills receivable and accounts.
-
Regardless of the collateral held or other credit enhancements, the amount of exposure that best represents the maximum credit risk of the Group's notes and accounts receivable on December 31, 2022 and 2021 were NT$25,675 and NT$27,889 respectively.
-
Please refer to Note 12 (2) for the credit risk information of relevant notes receivable and accounts receivable.
Inventory
| Land for construction Project Zhongxiao Mansion Premises for sale Project Emerald Forest Project Smiling Era Building and land under construction Project Zhonghe Chungyuan Project Kuo Yang Intercontinental (previously known as Project Neihu Jiuzong) Project Kuo Yang Digital (previously known as project Sanchong Chunghsing) Project Tucheng Zhongyi Project Xizhi Jiangbei Project Emerald Forest Advance payment for real estate and others Project Emerald Forest Project Xizhi Jiangbei |
December 31, 2022 $ 6,601 97,739 58,808 156,547 638,579 384,372 372,755 248,109 197,532 5,164 1,846,511 54,473 3,687 58,160 $ 2,067,819 |
December 31, 2021 $ 6,601 207,853 342,637 550,490 319,340 288,952 243,242 6,759 858,293 54,473 54,473 $ 1,469,857 |
|---|---|---|
-
Accounting inventory refers to the share recognized in accordance with the holding ratio of the Group's participation in joint operations. Please refer to Note 6(7) for details.
-
Project Smiling Era is No. 1492 to 1496 of Shengxing Section, Qianzhen District, Kaohsiung City, the "contract for setting of surface rights of state-owned non-public land" signed by "Shenyang Construction Co., Ltd." on April 28, 2014 with the Southern Branch of National Property Administration, MOF, and the duration of surface rights is 70 years (from April 28, 2014 to April 27, 2084), and the premium for surface rights is
~144~
NT$878,000. The Group started construction in 2015, which was completed in 2018 while the transfer of ownership and right-of-use began, the revenue for the sold part was recognized, and the above-mentioned royalties was listed as costs of sales according to the sales ratio.
-
Inventory costs recognized as expenses in 2022 and 2021 by the Group were NT$446,013 and NT$505,266, respectively.
-
The Group's capitalized amounts of interest on inventories in 2022 and 2021 were NT$15,769 and NT$7,015, respectively, and the capitalization rates were 1.80% to 3.00% and 1.80% to 1.83%, respectively.
-
Please refer to Note 8 for details of the Group’s provision of guarantees for inventories.
Joint Operation
-
Part of the Group's development and construction projects are joint operations. For the rights and interests of joint operations, the Group recognizes its direct interests (and their shares) in the assets, liabilities, income and expenses of joint operations, and has included them in the consolidated financial report of the applicable items.
-
The information on the joint operation and development projects held by the Group is as follows:
| ollows: | |||
|---|---|---|---|
| Shareholding | |||
| Project name | percentage | Co-builder | Description |
| Project Zhonghe Chungyuan | 50% | Weili International Development Co., | Zhonghe |
| Ltd. and two other companies | District, New | ||
| Taipei City | |||
| Project Smiling Era | 30% | State-ownedPropertyAdministration, | Qianzhen |
| Ministry of Finance, Southern Taiwan | District, | ||
| Branch, and Shenyang Construction | Kaohsiung City | ||
| Co., Ltd. | |||
| Project Kuo Yang Digital | 15% | Kuo Yang Construction Co., Ltd. and | Sanchong |
| (previously known as project | three other companies | District, New | |
| Sanchong Chunghsing) | Taipei City | ||
| Project Kuo Yang | 10% | Kuo Yang Construction Co., Ltd. and | NeihuDistrict, |
| Intercontinental (previously | four other companies | Taipei City | |
| known as Project Neihu | |||
| Jiuzong) | |||
| Project Tucheng Zhongyi | 10% | Kuo Yang Construction Co., Ltd. and | Tucheng |
| four other companies | District, New | ||
| Taipei City | |||
| Project Emerald Forest | 10% | Kuo Yang Construction Co., Ltd. and | Annan District, |
| five other companies | Tainan City | ||
| Project Xizhi Jiangbei | 10% | Kuo Yang Construction Co., Ltd. and | Xizhi District, |
| three other companies | New Taipei City |
- The aggregate information on the shares of joint operation held by the Group is as follows:
| Balance Sheet Current assets Inventory Other current assets Non-current assets Total assets |
December 31, 2022 |
|---|---|
| Project Kuo Yang Intercontinental Project Smiling Era Project Emerald Forest Other projects |
|
| $ 384,372 $ 58,808 $ 157,376 $ 1,467,263 9,532 58,904 54,818 45,603 |
|
| 393,904 117,712 212,194 1,512,866 |
|
| 20 10,814 3,663 - |
|
| $ 393,924 $ 128,526 $ 215,857 $1,512,866 |
~145~
| Current liabilities Short-term borrowings Short-term notes payable Other current liabilities Non-current liabilities Total liabilities Statement of Comprehensive Income Income Costs Expenses Balance Sheet Current assets Inventory Other current assets Non-current assets Total assets Current liabilities Short-term borrowings Short-term notes payable Other current liabilities Non-current liabilities Total liabilities Statement of Comprehensive Income Income Costs Expenses |
$ 261,178$ -$ 8,220 $ 959,527 - - 28,762 16,925 45,147 10,625 5,990 |
$ 261,178$ -$ 8,220 $ 959,527 - - 28,762 16,925 45,147 10,625 5,990 |
|---|---|---|
| 278,103 45,147 47,607 965,517 |
||
| - - - 775 |
||
| $ 278,103 $ 45,147 $ 47,607 $ 966,292 | ||
| $ 286 $ 365,466 $ 137,095 $ 589 | ||
| $ -$ 293,814 $ 114,199$ - | ||
| $ 255 $ 22,758 $ 8,570 $ 625 | ||
| December 31, 2021 | ||
| Project Kuo Yang Intercontinental Project Smiling Era Project Emerald Forest Other projects |
||
| $ 319,340$ 342,637$ 269,085$ 538,795 15,073 77,327 45,967 61,316 |
||
| 334,413 419,964 315,052 600,111 |
||
| - 10,807 |
3,644 - |
|
| $ 334,413$ 430,771$ 318,696$ 600,111 | ||
| $ 237,900$ 44,544$ 23,004$ 369,920 - 78,717 63,140 - 539 113,506 22,973 648 |
||
| 238,439 236,767 109,117 370,568 |
||
| 200 169 1 24 |
||
| $ 238,639$ 236,936$ 109,118$ 370,592 | ||
| $ 1,006$ 255,689$ 229,372$ 148 | ||
| $ -$ 214,203$ 192,073$ - | ||
| $ 237$ 21,113$ 8,944$ 239 |
~146~
Investments accounted for using equity method
| counted for using equity method | ||
|---|---|---|
| January 1 Increase in investments using the equity method Investment gains and losses recognized using the equity method Distribution of investment surplus using the equity method Impairment losses on investments using the equity method Changes in capital surplus Changes in other equity December 31 -Affiliate Hanshin Shopping Plaza Co., Ltd. Jollify Creative, Ltd. Jollify4ever Ltd. |
2022 | 2021 |
| $ 965,501 166,618 ( 89,023) ( 46,403) 7,372 ( 64,426) |
$ 664,067 97,444 120,257 - - 134,307 ( 50,574) |
|
| $ 939,639 | $ 965,501 | |
| December 31, 2022 | December 31, 2021 | |
| $ 885,775 53,864 - |
$ 857,907 40,268 67,326 |
|
| $ 939,639 | $ 965,501 |
-
Affiliated enterprises
-
(1) The basic information of the major affiliated enterprises of the Group is as follows:
| Companyname Principal place of business Hanshin Shopping Plaza Co., Ltd. Taiwan |
Shareholding | percentage December 31,2021 17.80% |
Nature of relationship Measuremen t method |
|---|---|---|---|
| December 31,2022 17.80% |
|||
| - Affiliate Equity method |
- (2) The consolidated financial information of the Group's major affiliated enterprises is as follows:
Balance Sheet
| Balance Sheet | ||
|---|---|---|
| Current assets Non-current assets Current liabilities Non-current liabilities Total netassets Proportion of net assets of affiliated enterprises Goodwill Book value of affiliated enterprises |
Hanshin Shopping Plaza Co., Ltd. | |
| December 31, 2022 | December 31, 2021 | |
| $ 3,524,083 9,591,348 ( 3,398,335) ( 6,464,698) |
$ 2,134,400 10,265,305 ( 2,344,090) ( 6,952,589) |
|
| $ 3,252,398 | $ 3,103,026 | |
| $ 542,042 343,733 |
$ 514,174 343,733 |
|
| $ 885,775 | $ 857,907 |
~147~
Statement of Comprehensive Income
| Statement of Comprehensive Income | come | come |
|---|---|---|
| Hanshin Shopping Plaza Co., Ltd. 2022 2021 Income $ 3,102,720 $ 3,074,114 Net income from continuing operations $ 1,092,767 $ 999,015 Other comprehensive income (net, after tax) ( 338,884) ( 322,909) Total comprehensive income of the current period $ 753,883 $ 676,106 |
Hanshin Shopping Plaza Co., Ltd. | |
| 2022 | 2021 | |
| $ 3,102,720 | $ 3,074,114 | |
| $ 999,015 ( 322,909) |
||
| $ 753,883 | $ 676,106 |
- (3) On December 31, 2022 and 2021, the book value of individual insignificant affiliated enterprises of the Group was NT$53,864 and NT$107,594 respectively, and the share of their operating results is summarized as follows:
| Net loss from continuing operations Other comprehensive income (net, after tax) Total comprehensive income of the current period |
2022 | 2021 |
|---|---|---|
| ($ 10,594) ( 4,105) |
($ 40,851) 5,069 |
|
| ($ 14,699) | ($ 35,782) |
-
In 2022, the Group assessed that the investment in Jollify4ever Ltd. using the equity method had been impaired, so it recognized an impairment loss of NT$46,403 and listed it in "Other Gains and Losses".
-
Jollify Creative, Ltd. handled a cash capital increase in September 2022. The Company did not participate in the subscription according to the shareholding ratio, and hence the shareholding ratio of Jollify Creative, Ltd. decreased from 46.83% to 37.46%. The Company is the largest single shareholder of that company. Since other shareholders (non-related persons) have signed a shareholder agreement, it shows that the company has no actual ability to lead relevant activities, so it is judged that it has no control over the company and only has a significant influence.
-
Jollify4ever Ltd. was split and reduced its capital by resolution of the extraordinary shareholders’ meeting in November 2021. Jollify4ever Ltd. split the business value of $80,000 to the newly established Jollify Creative, Ltd., and held it according to the shareholding ratio of the original shareholders. Therefore, the Group acquired 46.83% of equities of Jollify Creative, Ltd., making it the largest single shareholder of the company, because other shareholders (non-related parties) have signed a shareholder agreement, which shows that the Group has no actual ability to lead relevant activities, so it is deemed that it has no control over the company and only has a significant influence.
~148~
Property, plants, and equipment
1. The details are as follows:
| January 1 Costs Accumulated depreciation and impairment January 1 Depreciation expense December 31 December 31 Costs Accumulated depreciation and impairment January 1 Costs Accumulated depreciation and impairment January 1 Depreciation expense Disposal December 31 December 31 Costs Accumulated depreciation and impairment |
2022 | 2022 | ||
|---|---|---|---|---|
| Land $ 61 - $ 61 $ 61 - $ 61 $ 61 - $ 61 |
Houses and buildings |
Office equipment $ 1,537 ( 1,420) $ 117 $ 117 ( 25) $ 92 $ 1,537 ( 1,445) $ 92 |
Total | |
| $ 310 ( 296) |
$ 1,908 ( 1,716) |
|||
| $ 14 | $ 192 | |||
| $ 14 - |
$ 192 ( 25) |
|||
| $ 14 | $ 167 | |||
| $ 310 ( 296) |
$ 1,908 ( 1,741) |
|||
| $ 14 | $ 167 | |||
| 2021 | ||||
| Land $ 61 - $ 61 $ 61 - - $ 61 $ 61 - $ 61 |
Houses and buildings |
Office equipment $ 3,652 ( 2,580) $ 1,072 $ 1,072 ( 230) ( 725) $ 117 |
Total | |
| $ 310 ( 296) |
$ 4,023 ( 2,876) |
|||
| $ 14 | $ 1,147 | |||
| $ 14 - - |
$ 1,147 ( 230) ( 725) |
|||
| $ 14 | $ 192 | |||
| $ 310 ( 296) $ 14 |
$ 1,537 ( 1,420) $ 117 |
$ 1,908 ( 1,716) |
||
| $ 192 |
-
No guarantees are provided for the Group's property, plant and equipment.
-
Due to the trust contract entered into with the bank, the ownership of the Group's land, buildings and buildings is registered in the name of the bank.
Lease transactions - Lessee
-
The underlying assets leased by the Group are office equipment and transportation equipment, and the lease contract period is usually 3 years. Lease contracts are negotiated individually and contain various terms and conditions. Except that the leased assets may not be used as loan guarantees, no other restrictions are imposed.
-
The book value of the right-of-use assets and the information of recognized depreciation expenses are as follows:
~149~
| Office equipment Transportation equipment Office equipment Transportation equipment |
December 31, 2022 Book value $ 13 90 $ 103 2022 Depreciation expense $ 33 361 $ 394 |
December 31, 2021 |
|---|---|---|
| Book value | ||
| $ 46 451 |
||
| $ 497 | ||
| 2021 | ||
| Depreciation expense | ||
| $ 33 361 |
||
| $ 394 |
-
The increase in the Group's right-of-use assets in 2022 and 2021 both amounted to NT$0.
-
The information of income items related to lease contracts is as follows:
| Items affecting current profit and loss Interest expense of lease liabilities - investment property Interest expense of lease liabilities - right-of-use assets Expenses of short-term lease contracts |
2022 $ 2,369 7 2,257 |
2021 |
|---|---|---|
| $ 2,591 14 2,244 |
- The total cash outflow for leases of the Group in 2022 and 2021 amounted to NT$6,252 and NT$6,236, respectively.
Investment property
| perty | ||||
|---|---|---|---|---|
| January 1 Depreciation expense Remeasurement December 31 January 1 Depreciation expense December 31 |
2022 | |||
| Land $ 72,160 - - $ 72,160 |
Houses and buildings |
Land use right assets |
Total | |
| $ 710,841 ( 18,157) - |
$ 118,575 ( 3,087) 6,717 |
$ 901,576 ( 21,244) 6,717 |
||
| $ 692,684 | $ 122,205 | $ 887,049 | ||
| Land $ 72,160 - $ 72,160 |
Houses and buildings |
Land use right assets |
Total | |
| $ 728,998 ( 18,157) |
$ 121,497 ( 2,922) |
$ 922,655 ( 21,079) |
||
| $ 710,841 | $ 118,575 | $ 901,576 |
1. Land use rights
On July 10, 2018, Hanlin Development signed a contract with Jimei Construction Co., Ltd. for the purchase of the land rights of its building and land located in Section 4, Minsheng East Road, Songshan District, Taipei City, Taiwan. This right is the "Contract for the Creation of Surface Rights over State-Owned Non-communal Land" signed with the North District Branch of the State-owned Property Administration,
~150~
Ministry of Finance under Land Nos. 115-3 and 115-10, Minsheng Section, Songshan District, Taipei City, and the surface rights will last for 50 years ( from August 8, 2012 to August 7, 2062).
- Rent income and direct operating expenses of investment property:
Borrowings
| 2022 2021 Rental income from investment real estate $ 51,672 $ 49,333 Direct operating expenses incurred in the investment real estate generating rental income in the current period $ 20,848 $ 20,712 Direct operating expenses incurred in the investment real estate not generating rental income in the current period $ 2,530 $ 2,533 . The fair values of the investment real estate held by the Group on December 31, 2022 and 2021 were NT$1,989,669 and NT$1,935,266, respectively, which were based on the recent transaction prices of comparable similar targets in the area where the investment real estate is located and based on independent Evaluation results of evaluation experts. The determination of the fair price is based on property rights, regional factors, current real estate market conditions, and survey and evaluation targets. The evaluation adopts the comparative method and the income method, which belongs to the third level of fair value. The main assumption is that the income capitalization rate is 1.20% to 1.50%. . Please refer to Note 8 for details of the guarantee provided by the Group with investment real estate. . Short-term loans Nature of loan December 31, 2022 Interest rate range Collaterals Bank loans Secured loans $ 1,205,647 2.425%~2.635% Please refer to Note 8 Credit loans 113,278 2.425%~2.525% None $ 1,318,925 Nature of loan December 31, 2021 Interest rate range Collaterals Bank loans Secured loans $ 675,368 1.80%~2.40% Please refer to Note 8 |
2022 2021 Rental income from investment real estate $ 51,672 $ 49,333 Direct operating expenses incurred in the investment real estate generating rental income in the current period $ 20,848 $ 20,712 Direct operating expenses incurred in the investment real estate not generating rental income in the current period $ 2,530 $ 2,533 . The fair values of the investment real estate held by the Group on December 31, 2022 and 2021 were NT$1,989,669 and NT$1,935,266, respectively, which were based on the recent transaction prices of comparable similar targets in the area where the investment real estate is located and based on independent Evaluation results of evaluation experts. The determination of the fair price is based on property rights, regional factors, current real estate market conditions, and survey and evaluation targets. The evaluation adopts the comparative method and the income method, which belongs to the third level of fair value. The main assumption is that the income capitalization rate is 1.20% to 1.50%. . Please refer to Note 8 for details of the guarantee provided by the Group with investment real estate. . Short-term loans Nature of loan December 31, 2022 Interest rate range Collaterals Bank loans Secured loans $ 1,205,647 2.425%~2.635% Please refer to Note 8 Credit loans 113,278 2.425%~2.525% None $ 1,318,925 Nature of loan December 31, 2021 Interest rate range Collaterals Bank loans Secured loans $ 675,368 1.80%~2.40% Please refer to Note 8 |
2022 2021 Rental income from investment real estate $ 51,672 $ 49,333 Direct operating expenses incurred in the investment real estate generating rental income in the current period $ 20,848 $ 20,712 Direct operating expenses incurred in the investment real estate not generating rental income in the current period $ 2,530 $ 2,533 . The fair values of the investment real estate held by the Group on December 31, 2022 and 2021 were NT$1,989,669 and NT$1,935,266, respectively, which were based on the recent transaction prices of comparable similar targets in the area where the investment real estate is located and based on independent Evaluation results of evaluation experts. The determination of the fair price is based on property rights, regional factors, current real estate market conditions, and survey and evaluation targets. The evaluation adopts the comparative method and the income method, which belongs to the third level of fair value. The main assumption is that the income capitalization rate is 1.20% to 1.50%. . Please refer to Note 8 for details of the guarantee provided by the Group with investment real estate. . Short-term loans Nature of loan December 31, 2022 Interest rate range Collaterals Bank loans Secured loans $ 1,205,647 2.425%~2.635% Please refer to Note 8 Credit loans 113,278 2.425%~2.525% None $ 1,318,925 Nature of loan December 31, 2021 Interest rate range Collaterals Bank loans Secured loans $ 675,368 1.80%~2.40% Please refer to Note 8 |
|---|---|---|
| 2.425%~2.635% 2.425%~2.525% Interest rate range 1.80%~2.40% |
Please refer to Note 8 None Collaterals |
|
| Please refer to Note 8 |
-
The fair values of the investment real estate held by the Group on December 31, 2022 and 2021 were NT$1,989,669 and NT$1,935,266, respectively, which were based on the recent transaction prices of comparable similar targets in the area where the investment real estate is located and based on independent Evaluation results of evaluation experts. The determination of the fair price is based on property rights, regional factors, current real estate market conditions, and survey and evaluation targets. The evaluation adopts the comparative method and the income method, which belongs to the third level of fair value. The main assumption is that the income capitalization rate is 1.20% to 1.50%.
-
Please refer to Note 8 for details of the guarantee provided by the Group with investment real estate.
-
Short-term loans
-
(1) Partially secured borrowings presented in the book refer to the share recognized by the Group in the joint operation according to the percentage of shareholding. Please refer to the descriptions in Note 6(7).
(2) The interest expenses recognized in profit or loss in 2022 and 2021 were NT$8,797 and NT$10,284, respectively.
Short-term notes payable
December 31, 2022 December 31, 2021
~151~
| Short-term notes payable Less: Discount of short-term notes payable Net amount Interest rate range |
$ 28,800 ( 38) |
$ 141,910 ( 52) $ 141,858 0.31%~0.85% |
|---|---|---|
| $ 28,762 | ||
| 1.3% |
- Long term borrowings
| rowings | rowings | rowings | rowings |
|---|---|---|---|
| Nature of loan Duration and repayment method Interest rate Collaterals |
|||
| Secured loans From February23, 2022 to February23, 2039, interest is paid on the 23rd of each month in three-month installments of NT$4,000 thousands and the remaining balance is paid in a lump sum. 2.125%Please refer to Note 8 $ Less: Long-term borrowings duewithinone year or one business cycle ( $ Nature of loan Duration and repayment method Interest rate Collaterals Secured loans From September 20, 2018 to September 20, 2038, the interest is paid on a monthly basis from the date of appropriation, with an instalment of NT$4,000 thousand every 3 months . The principal was repaid early on February 23, 2022. 1.85%Please refer to Note 8 Less: Long-term borrowings duewithinone year or one business cycle |
$ |
||
| ( | |||
| $ | |||
| 1.85% | Please refer to Note 8 |
Pension
Since July 1, 2005, the Company and its domestic subsidiaries have established a defined retirement contribution allocation policy in accordance with the "Labor Pension Act," which is applicable to domestic employees. The Company and its domestic subsidiaries shall contribute 6% of their monthly salaries into individual accounts held by the Bureau of Labor Insurance for employees who elect to apply the labor pension system under the "Labor Pension Act". Depending on the amount of the personal pension account and the accumulated income, the pension will be paid on a monthly basis or in lump sum.
In 2022 and 2021, the Group recognized pension cost amounting to NT$635 and NT$584, respectively, in accordance with the above regulations governing the recognition of pension fund.
Share capital
As of December 31, 2022 and 2021, the Company's authorized capital was NT$1,100,000, which was divided into 110,000 thousand shares and issued in tranches. The paid-in capital was NT$920,000, and the par value was NT$10 per share. The
~152~
payment for the shares issued by the Company has been received.
Capital surplus
-
According to the requirements of IFRS Questions and Answers, Letter (95) Ji-Mi-Zi No. 081 and Letter (100) Ji-Mi-Zi No. 390 published by the Accounting Research and Development Foundation on October 26, 2018, the acquisition of the Company's shares in Hanlin Development, a subsidiary of the ultimate parent company, is considered an organizational reorganization under common control as described in Note 4, (3) 2. The consideration paid by the Company exceeds the ultimate parent company's book value of the investment under the equity method, and capital surplusissuance premium shall be adjusted. If the capital surplus-issuance premium is insufficient, the retained earnings shall be adjusted down.
-
According to the Company Act, in addition to the surplus from the issuance of shares in excess of the par value and from the capital surplus from the receipt of gifts, which may be used to make up for losses, the Company shall pay dividends, in which case new shares or cash may be issued, in proportion to the original shares when the Company has no accumulated losses. new shares or cash. In addition, according to the relevant regulations of the Securities and Exchange Act, the total amount of the above-mentioned capital surplus to be appropriated as capital may not exceed 10% of the paid-in capital each year. The Company may not use the surplus reserve to supplement the capital deficit, except when there is insufficient surplus reserve to cover the capital deficit.
| cover the capital deficit. | ||
|---|---|---|
| Treasury stock trading Impact of organizational reorganization Disposal of equity instruments at FVTOCI by affiliates Changes in thenetequity value of affiliates Others |
December 31, 2022 $ 8,516 30,461 11,286 132,421 170 $ 182,854 |
December 31, 2021 |
| $ 8,516 - 11,286 125,049 170 |
||
| $ 145,021 |
Retained earnings
-
According to the Articles of Incorporation, annual surpluses concluded by the Company are first subject to taxation and making up for previous losses, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws. The residual balance (if any) can then be added to undistributed earnings carried from previous years per board resolution, and the shareholder meeting resolved to distribute shareholder bonus shares.
-
On June 23, 2022, the shareholders' meeting approved the amendment to the Company's Articles of Association. According to the surplus distribution policy of the Company's Articles of Association, profit distribution or loss compensation can be carried out after the end of each year in accordance with the Company Act. When distributing surplus, it is necessary to estimate and retain tax payables, make up for losses according to law, set legal reserves, and transfer or reverse special reserves in accordance with relevant laws and regulations. When the distribution of earnings in this item is made by issuing new shares, it shall be subject to a resolution of the shareholders' meeting in accordance with Article 240 of the Company Act; if it is
~153~
distributed in cash, it shall be subject to a resolution of the board of directors.
-
The Company's dividend distribution policy depends on factors such as the company's current and future investment environment, capital needs, domestic and foreign competition conditions, and capital budgets, taking into account the interests of shareholders, balancing dividends, and the company's long-term financial planning. Dividends shall be distributed in combination, of which cash dividends shall not be less than 20% of the total dividends.
-
According to the Company Act, the legal reserve shall be contributed until its total amount reaches the total capital. The legal reserve shall not be used except to make up for the company's losses and to issue new shares or cash in proportion to the shareholders' original shares. However, the issuance of new shares or cash shall be limited to the portion of the reserve exceeding 25% of the paid-in capital.
-
When the Company distributes surplus, according to the laws, the debit balance of other equity items on the balance sheet date of the current year shall be withdrawn as a special reserve for distribution. When the debit balance of other equity items is subsequently reversed, the reversed amount may be included in the distributable surplus.
When adopting IFRSs for the first time, the special surplus reserve was listed in the official letter Jin Guan Zheng Fa Zi No. 1010012865 issued on April 6, 2012. When the Company subsequently uses, disposes or reclassifies the relevant assets, it will reverse the original proportion of the special reserve.
- On August 12, 2021, the shareholders’ meeting of the Company resolved not to distribute surplus for 2020. On June 23, 2022, the shareholders' meeting resolved to distribute surplus for 2021 as follows:
| distribute surplus for 2021 as follows: | |
|---|---|
| Legal reserve Cash dividends |
2021 Amount Dividend per share (NT$) $ 15,236 18,400 $ 0.20 |
| Amount $ 15,236 18,400 |
- On March 27, 2023, the Group's 2022 surplus distribution proposed by the board of directors is as follows:
| directors is as follows: | ||
|---|---|---|
| Legal reserve Special reserves Cash dividends |
2022 | |
| Amount $ 7,337 204,188 27,600 |
Dividend per share (NT$) |
|
| $ 0.03 |
~154~
Other equity items
| items | ||
|---|---|---|
| January 1 Evaluation adjustment: -The Group -Affiliated enterprises Transfer of evaluation adjustments to retained earnings: -The Group -Affiliated enterprises December 31 |
2022 | 2021 |
| Unrealized gains and losses on financial assets at FVTOCI |
Unrealized gains and losses on financial assets at FVTOCI |
|
| ($ 117,229) ( 41,365) ( 65,122) ( 76) 19,604 |
$ 133,334 ( 179,652) ( 39,192) ( 42,041) 10,322 |
|
| ($ 204,188) | ($ 117,229) |
Revenue
| 2022 | 2022 | 2021 | 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue from customer contracts | |||||||||||
| Product sales revenue | $ | 14,780 | $ | 75,283 | |||||||
| Revenue from construction projects | 502,330 | 483,134 | |||||||||
| Subtotal | 517,110 | 558,417 | |||||||||
| Lease revenue | 52,778 | 52,414 | |||||||||
| Other operating Income | 265 | 4,704 | |||||||||
| $ | 570,153 | $ | 615,535 | ||||||||
| 1. The revenue of the Group's customer contracts comes from goods | transferred | at a | |||||||||
| certain point in time, or services that | are gradually transferred over | time. The | revenue | ||||||||
| may be broken down according to the type of operation as | follows. Please | refer to | |||||||||
| Note 14 for detailed breakdown of revenue by operating department. | |||||||||||
| Constructio | |||||||||||
| Product | n projects | ||||||||||
| 2022 | sales | sales | Lease | Others | Total | ||||||
| Time for revenue recognition | |||||||||||
| Revenue recognized at a point in time | $ | 14,780 |
$ | 502,330 $ |
- | $ | - |
$ | 517,110 |
||
| Revenue recognized over time | - | - | 52,778 | 265 | 53,043 | ||||||
| $ | 14,780 | $ | 502,330 $ |
52,778 | $ | 265 |
$ | 570,153 | |||
| Constructio | |||||||||||
| Product | n projects | ||||||||||
| 2021 | sales | sales | Lease | Others | Total | ||||||
| Time for revenue recognition | |||||||||||
| Revenue recognized at a point in time | $ | 75,283 |
$ | 483,134 $ |
- | $ | - |
$ | 558,417 |
||
| Revenue recognized over time | - | - | 52,414 | 4,704 | 57,118 | ||||||
| $ | 75,283 | $ | 483,134 $ |
52,414 | $ | 4,704 |
$ | 615,535 |
-
The revenue of the Group's customer contracts comes from goods transferred at a certain point in time, or services that are gradually transferred over time. The revenue may be broken down according to the type of operation as follows. Please refer to Note 14 for detailed breakdown of revenue by operating department.
-
For the sales contracts entered into by the Group as of December 31, 2022, the
~155~
aggregate amount of the transactions amortized from the performance obligations that have not yet been met and the estimated revenue for the year are as follows:
| The year expected to be recognized as revenue 112~114 |
Amount of contract entered into |
|---|---|
| $ 109,589 |
3. Contract assets and liabilities
The contractual liabilities related to the contract revenue recognized by the Group are as follows:
| December 31, 2022 Contract liabilities - current: - Advance payment for land $ 1,485 - Prepaid housing payment 30,213 $ 31,698 |
December 31, 2021 January 1, 2021 $ 2,804 $ 20,861 57,374 38,789 $ 60,178 $ 59,650 |
|---|---|
(1) The Group's contract for the sale of pre-sale houses contains the terms of advance payment from customers, and the time interval between the time of advance receipt and the transfer of commodity control is longer than one year. Recognize contract liabilities related to pre-sale house contracts according to the requirements of IFRS 15.
(2) Revenue recognized from contract liabilities at the beginning of the year
| Balance of contract liabilities at the beginning of the year Recognized as income Pre-sale contract for construction projects |
2022 $ 57,481 |
2021 |
|---|---|---|
| $ 55,281 |
Interest income
| Interest on bank deposit Interest income from financialassets at amortized cost Other interest income |
2022 $ 2,097 186 1,455 $ 3,738 |
2021 |
|---|---|---|
| $ 1,896 100 1,684 |
||
| $ 3,680 |
Other income
| Dividend income Other income - others |
2022 $ 3,354 7,647 $ 11,001 |
2021 |
|---|---|---|
| $ 42,424 2,593 |
||
| $ 45,017 |
~156~
Other gains and losses
| 2022 Foreign exchange gain $ 2,835 Gains on financial assets at FVTPL - Loss from disposal of investment - Impairment losses on investments using the equity method ( 46,403) Other gains and losses ( 4,940) ($ 48,508) |
2022 | 2021 |
|---|---|---|
| $ 172 2,206 ( 233) - ( 10,738) |
||
| ($ 48,508) | ($ 8,593) |
Financial cost
| Interest expense Bank loans Short-term notes payable Interest on lease liabilities Others Less: Capitalization ofassetsthat meet the criteria |
2022 $ 24,445 435 2,376 177 27,433 ( 15,769) $ 11,664 |
2021 |
|---|---|---|
| $ 17,299 815 2,605 5 |
||
| 20,724 ( 7,015) |
||
| $ 13,709 |
Additional Information on Nature of Expenses
| Employee welfare expenses Depreciation expense Employee welfare expenses Depreciation expense Amortization expense |
2022 | ||
|---|---|---|---|
| Attributable to operating costs $ - 18,157 $ 18,157 |
Attributable to operating expenses $ 21,577 3,506 $ 25,083 2021 |
Total | |
| $ 21,577 21,663 |
|||
| $ 43,240 | |||
| Attributable to operating costs $ - 18,157 - $ 18,157 |
Attributable to operating expenses $ 21,797 3,546 6 $ 25,349 |
Total | |
| $ 21,797 21,703 6 |
|||
| $ 43,506 |
~157~
Employee welfare expenses
| Salary expenses Labor and health insurance premiums Pension expense Other employee expenses Director Compensation |
2022 $ 10,903 1,140 635 770 8,129 $ 21,577 |
2021 |
|---|---|---|
| $ 10,953 1,124 584 833 8,303 |
||
| $ 21,797 |
-
According to the Company's Articles of Incorporation, the Company shall appropriate 0.5%~5% of the balance as the remuneration to employees, and no more than 0.2% to the remuneration to Directors, after deducting the accumulated losses based on the current profit status of the Company.
-
The remuneration to employees was estimated at NT$559 and NT$683 in 2022 and 2021, respectively; the remuneration to directors was estimated at $559 and $ 683.
The remuneration of employees and remuneration of directors 2022 is estimated according to the profits of the current period and in accordance with the Articles of Incorporation.
The remuneration to employees and directors was approved by the Company's Board of Directors on March 23, the amounts were consistent with the recognized amounts in the 2021 financial report.
Information on remuneration to employees and directors approved by the Company's Board of Directors is available on the Market Observation Post System.
Income Tax
- Income tax expenses
Components of income tax expense:
| ncome tax expenses Components of income tax expense: |
|
|---|---|
| 2022 Current income tax: Income tax on current income $ 7,028 Additional tax on undistributed earnings 7,773 Underestimation of income tax in previous years 40 Income tax subject to minimum tax liability - Land appreciation tax included in current income tax 812 Total income tax for the period 15,653 Deferred income tax: The original generation and reversal of temporary difference 2,791 Income tax expenses $ 18,444 |
2021 |
| $ 1,074 - 7,133 4,134 203 |
|
| 12,544 | |
| 427 | |
| $ 12,971 |
~158~
- Relationship between income tax expenses and accounting profit
| Income tax on net profit before tax calculated at statutory tax rate Income exempted from taxation under the Tax Act Additional tax on undistributed earnings Deferred income tax assets for unrecognized taxation losses Underestimation of income tax in previous years Income tax effect of taxable loss Land appreciation tax included in current income tax Income tax effect under minimum tax system Income tax expenses |
2022 | 2021 |
|---|---|---|
| $ 48,023 ( 44,914) 7,773 6,710 40 - 812 - |
$ 42,178 ( 45,884) - 5,236 7,133 ( 29) 203 4,134 |
|
| $ 18,444 | $ 12,971 |
- The amounts of deferred income tax assets or liabilities arising from temporary differences and taxation losses are as follows:
| January 1 Deferredincome tax assets Unrealized expenses $ 2,236 Unrealized exchange loss 57 Impairment loss of investment property 338 $ 2,631 Deferredincome taxliabilities Unrealized exchange gain - Gains on valuation of financial assets ( 13) ($ 13) |
January 1 | 2022 Recognized in profit or loss Recognized in other comprehensiv e net income ($ 2,236) $ - (57) - - - ($ 2,293) $ - ( 511) - 13 - ($ 498) $ - |
2022 Recognized in profit or loss Recognized in other comprehensiv e net income ($ 2,236) $ - (57) - - - ($ 2,293) $ - ( 511) - 13 - ($ 498) $ - |
December 31 |
|---|---|---|---|---|
| $ 2,236 57 338 |
($ 2,236) (57) - |
$ - - - |
$ - - 338 |
|
| $ 2,631 | ($ 2,293) | $ - | $ 338 | |
| ( 511) 13 |
- - |
( 511) - |
||
| ($ 13) | ($ 498) | $ - | ($ 511) |
~159~
2021
| January 1 Deferredincome tax assets Unrealized exchange loss $ 90 Unrealized expenses 2,629 Impairment loss of investment property 338 $ 3,057 Deferredincome taxliabilities Gains on valuation of financial assets ( 13) $ 3,044 |
Recognized in profit or loss |
Recognized in other comprehensiv e net income |
December 31 $ 56 2,236 338 $ 2,630 ( 13) $ 2,617 |
|---|---|---|---|
| ($ 34) ( 393) - ($ 427) - ($ 427) |
$ - - - |
||
| $ - | |||
| - | |||
| $ - |
- The effective periods of the Group’s unused tax losses and the related amounts of unrecognized deferred income tax assets are as follows:
December 31, 2022
| Amount of | Amount of | |||||||
|---|---|---|---|---|---|---|---|---|
| Amount | unrecognized | |||||||
| Year of | reported/authoriz | Amount yet to be | deferredincome tax | Last crediting | ||||
| occurrence | ed | offset | assets | year | ||||
| 2018 |
$ | 59,130 | $ | 24,080 |
$ | 24,080 | 2028 |
|
| 2020 | 37,594 | 37,594 | 37,594 | 2030 |
||||
| 2021 | 26,178 | 26,178 | 26,178 | 2031 |
||||
| 2022 | 33,276 | 33,276 | 33,276 | 2032 |
||||
| $ | 156,178 | $ | 121,128 |
$ | 121,128 | |||
| December 31, 2021 | ||||||||
| Amount of | ||||||||
| Amount | unrecognized | |||||||
| Year of | reported/authorize | Amount yet to be | deferred income tax | Last crediting | ||||
| occurrence | d | offset | assets | year | ||||
| 2018 | $ | 59,130 | $ | 24,080 |
$ | 24,080 | 2028 | |
| 2020 | 37,594 | 37,594 | 37,594 | 2030 | ||||
| 2021 | 26,178 | 26,178 | 26,178 | 2031 | ||||
| $ | 122,902 | $ | 87,852 |
$ | 87,852 | |||
| Deductible | temporary differences | not recognized as deferred income tax assets | ||||||
| December 31, 2022 | December 31, 2021 | |||||||
| Deductible | temporary difference | $ | 121,221 | $ |
87,944 |
-
Deductible temporary differences not recognized as deferred income tax assets
-
The income tax for the profit-seeking business of the Company has been approved by the tax collection authority up to 2020.
~160~
Earnings per share
| e | |||
|---|---|---|---|
| Basic earnings per share | 2022 | Earnings per share (NTD) $ 1.00 0.14 $ 1.14 $ 1.00 0.14 - $ 1.14 |
|
| After-tax amount $ 92,205 13,190 $ 105,395 $ 92,205 13,190 - $ 105,395 |
Weighted average outstanding shares (thousand shares) 92,000 - 92,000 92,000 - - $ 92,000 2021 |
||
| Net income attributable to common stock shareholders of the parent company Owner of parent company Equity owned by the previous holder under the joint control Net income attributable to common shareholders Diluted earnings per share Net income attributable to common stock shareholders of the parent company Owner of parent company Equity owned by the previous holder under the joint control Effect of potential dilutive common stock Employee remuneration Current shareholding attributable to common stock shareholders of the parent company Effect of net income plus potential common stock Basic earnings per share Net income attributable to common stock shareholders of the parent company Owner of parent company Equity owned by the previous holder under the joint control Net income attributable to common shareholders Diluted earnings per share |
|||
| After-tax amount $ 128,274 12,928 $ 141,202 $ 128,274 12,928 - $ 141,202 |
Weighted average outstanding balance Outstanding shares (thousand shares) 92,000 - 92,000 92,000 - 29 92,029 |
Earnings per share (NTD) |
|
| $ 1.39 0.14 |
|||
| $ 1.53 | |||
| $ 1.39 0.14 - |
|||
Net income attributable to common stock shareholders of the parent company Owner of parent company Equity owned by the previous holder under the joint control Effect of potential dilutive common stock Employee remuneration Current shareholding attributable to common stock shareholders of the parent company Effect of net income plus potential common stock |
|||
| $ 1.53 |
Organizational reorganization
- In order to integrate and enhance the development resources for the rental and sale business and real estate business, on August 10, 2022, the Board of Directors
~161~
resolved to acquire a 33% equity of Hanlin Development from the ultimate parent company, Hanshen Asset Management Co., Ltd. The business scope is investment in real estate, residential building. On August 26, 2022, the Board of Directors of Hanlin Development was elected by the interim extraordinary meeting and obtained a majority of the seats, gained control.
- Therefore, the equity transaction is a reorganization under common control, and the book value method was adopted for the accounting treatment. The consideration paid and the book value of the net assets acquired by Hanlin Development on the transaction base date are as follows:
Acquisition cost $ 231,000 Less: Book value of net assets acquired ( 261,461) Difference: Adjusted additional paid-in capital ($ 30,461)
-
The equity owned by the previous holder under the joint control recognized by the Company due to the organizational reorganization on December 31, 2022 and December 31, 2021 was NT$0 and NT$347,601, respectively, based on the financial statements of investees audited by the CPAs for the same periods.
-
As of August 26, 2022, the Company recognized a balance of NT$261,461 in "equity owned by the previous holder under the joint control" attributable to Hanshin Asset Management Co., Ltd. This amount was written off upon completion of the above transaction.
Changes in liabilities from financing activities
| January 1 Changes in cash flow from financing Interest expenses paid (Note) Other non-cash changes December 31 |
2022 | 2022 | ||||
|---|---|---|---|---|---|---|
| Short-term borrowings $ 675,368 643,557 - - $ 1,318,925 |
Short-term notespayable |
Lease liabilities |
Long-term borrowings |
Deposits received |
Total liabilities from financing activities |
|
| $ 141,858 (113,096) - - |
$ 122,840 ( 1,619) ( 2,376) 8,158 |
$ 418,000 ( 12,000) - - |
$ 7,159 ( 217) - - |
$ 1,365,225 516,625 ( 2,376) 8,158 |
||
| $ 28,762 | $ 127,003 | $ 406,000 | $ 6,942 | $ 1,887,632 |
| January 1 Changes in cash flow from financing Interest expenses paid (Note) Other non-cash changes December 31 |
2021 | 2021 | ||||
|---|---|---|---|---|---|---|
| Short-term borrowings $ 282,086 393,282 - - $ 675,368 |
Short-term notespayable |
Lease liabilities |
Long-term borrowings |
Deposits received |
Total liabilities from financing activities |
|
| $ 407,760 (265,902) - - |
$ 125,124 ( 1,387) ( 2,605) 1,708 |
$ 434,000 ( 16,000) - - |
$ 7,773 82 - ( 696) |
$ 1,256,743 110,075 ( 2,605) 1,012 |
||
| $ 141,858 | $ 122,840 | $ 418,000 | $ 7,159 | $ 1,365,225 |
Note: Cash flow from operating activities is presented in the table.
~162~
VII. Related party transactions
(XXXIII) Names of related parties and their relationship
| Name of related party | Relationship with the Group |
|---|---|
| HanshinAssetManagement Co., Ltd. Hanshin Department Store Co., Ltd. Liyang Agricultural Technology Co., Ltd. Hanshen Investment Co., Ltd. Huadi Asset Management Co., Ltd. Grand Hi-Lai Hotel Co., Ltd. |
The Company's ultimate parent company Other related parties Other related parties Other related parties Other related parties Other related parties |
(XXXIV) Material transactions with related parties
- Administrative expenses
| 1. | Administrative expenses | ||
|---|---|---|---|
| 2. 3. 4. 5. |
Ultimate parent company Other related party - Hanshin Department Store Co., Ltd. Accounts receivable Ultimate parent company Other receivables Ultimate parent company Other related parties - Grand Hi-Lai Hotel Co., Ltd. Other related parties - Liyang Agricultural Technology Co., Ltd. Deposits received Ultimate parent company Accounts payable Ultimate parent company |
2022 $ 2,316 23 $ 2,339 December 31, 2022 $ 377 December 31, 2022 $ - - - $ - December 31, 2022 $ 404 December 31, 2022 $ 9,769 |
2021 $ 2,316 23 $ 2,339 |
| December 31, 2021 $ 377 |
|||
| December 31, 2021 | |||
| $ 207 2,956 50 |
|||
| $ 3,213 | |||
| December 31, 2021 | |||
| $ 404 | |||
| December 31, 2021 | |||
| $ 9,769 |
~163~
6. Loaning of funds to related parties
Loans to related parties
- (1) balance at the end of period
| Ultimate parent company Other related parties - Liyang Agricultural Technology Co., Ltd. nterest income Ultimate parent company Other related parties - Liyang Agricultural Technology Co., Ltd. Other related party - Huadi Asset Management Co., Ltd. Other related party - Hanshen Investment Co., Ltd. |
December 31, 2022 $ - - $ - 2022 $ 39 6 92 1,319 $ 1,456 |
December 31, 2021 $ 150,000 30,000 $ 180,000 2021 $ 459 1,225 - - $ 1,684 |
|---|---|---|
(2) Interest income
7. Others
-
(1) On July 15, 2021, the Company entered into a joint investment and development contract with Weili International Development Co., Ltd., Guo Yang Construction Co., Ltd., Hanshen Asset Management Co., Ltd., and Grand Hi-Lai Hotel Co., Ltd. for 9 pieces of land including No. 28, Zhongxing Section, Sanchong District, with a total area of 1,828.28 pings, with Guo Yang Construction Co., Ltd. acting as the manager of the project according to the contract. The investment ratio was 15% by the Company, 10% by Weili International Development Co., Ltd., 50% by Guo Yang Construction Co., Ltd., 10% by Hanshen Asset Management Co., Ltd., and 15% by Grand Hi-Lai Hotel Co., Ltd..
-
(2) On November 23, 2020, the Company entered into a joint investment and development contract with Weili International Development Co., Ltd., Guo Yang Construction Co., Ltd., Hanshen Asset Management Co., Ltd., Liyang Agricultural Technology Co., Ltd. and Grand Hi-Lai Hotel Co., Ltd. for 4 pieces of land including 83-1, Jiuzong Section, Neihu District, Taipei City, with a total area of 2,127.33 pings. Guo Yang Construction Co., Ltd. was the manager of the project according to the contract. 10% of the investment was by the Company, 50% by Guo Yang Construction Co., Ltd., and 10% by all other companies.
-
(3) On January 28, 2021, the Company entered into a joint investment and development contract with Weili International Development Co., Ltd., Guo Yang Construction Co., Ltd., Hanshen Asset Management Co., Ltd., Liyang Agricultural Technology Co., Ltd. and Grand Hi-Lai Hotel Co., Ltd. for 19 pieces of land including Lot No. 365, Zhongyi Section, Tucheng District, New Taipei City, with a total area of 5,344.27 pings. Guo Yang Construction Co., Ltd. was the manager of the project according to the contract. 10% of the investment was by the Company, 50% by Guo Yang Construction Co., Ltd., and 10% by all other companies. Subsequently, on June 29, 2021, "Grand Hi-Lai Hotel Co., Ltd." withdrew from the project. The original holding ratio was changed to Hanshin Asset Management Co., Ltd. effective on July 1, 2021.
~164~
-
(4) On June 29, 2012, Guo Yang Construction Co., Ltd. and Weili International Development Co., Ltd. signed a joint investment and development agreement for joint development and construction of a residential complex on the land held by Taiwan Sugar Corporation at Lot 24, Hetuan Section, Annan District, Tainan City (77,479.53 square meters). Subsequently, a management letter was signed, which entrusted Guo Yang Construction Co., Ltd. to take charge of the overall development plan, architectural planning, construction and sales of collective housing. Weili International Development Co., Ltd. is the representative of the project and executed the Project in accordance with the contract signed with Taiwan Sugar Corporation, and acted as the organizer of the Project, coordinating as the selling company (issuing sales invoices) for the sale of premises and as the purchasing company (issuing certificates) for the purchase of goods or services, and is responsible for the settlement of the Project. Subsequently, the "Joint Development Supplementary Agreement" was signed on March 15, 2016 to change the capital contribution and settlement distribution ratio to the Company's subsidiaries. After change, the ratios of Hanlin Development, Weili International Development Co., Ltd., Feminine Co., Ltd., Zu Sheng International Co., Hanshen Asset Management Co., Ltd., Crowell Development Corp., and Kuo Yang Construction Co., Ltd. were 5%, 6%, 1.5%, 4%, 13.5%, 10%, and 60%, respectively. Subsequently, Crowell Development Corp. withdrew from the project on July 15, 2019. The "Joint Development Supplementary Agreement" was signed on with Weili International Development Co., Ltd. to change the capital contribution and settlement distribution ratio to the Company's subsidiaries. After change, the ratios of Hanlin Development, Weili International Development Co., Ltd., Feminine Co., Ltd., Zu Sheng International Co., Hanshen Asset Management Co., Ltd., and Kuo Yang Construction Co., Ltd. were 10%, 6%, 1.5%, 4%, 13.5%, and 65%, respectively.
-
(5) On August 11, 2022, the Company and its subsidiary, Hanlin Development Co., Ltd., entered into a joint investment and development contract with Guo Yang Construction Co., Ltd., Weili International Development Co., Ltd., and Shenyang Construction Co., Ltd. for 12 pieces of land, with an area of 2,259,85 pings, including Lot 258, Zhongyuan Section, Zhonghe District, New Taipei City. Its investment ratio includes the Company (40%), Hanlin Development (10%), Shenyang Construction Co., Ltd. (40%), and Weili International Development Co., Ltd. (10%).
-
(6) On July 4, 2022, the Company’s subsidiary, Hanlin Development Co., Ltd., entered into a joint investment contract with Weili International Development Co., Ltd., Guo Yang Construction Co., Ltd., Grand Hi-Lai Hotel Co., Ltd., Hanshen Asset Management Co., Ltd., and Grand Hi-Lai Hotel Co., Ltd., and Hanshin Shopping Plaza Co., Ltd. for 29 pieces of land including Lot 895, Jiangbei Section, Shih Chi District, New Taipei City, with a total area of 5,531.35 pings, with Guo Yang Construction Co., Ltd. acting as the manager of the project according to the contract. The investment ratio was 10% by Hanlin Development Co., Ltd., 50% by Guo Yang Construction Co., Ltd., 20% by Weili International Development Co., Ltd., 10% by Grand Hi-Lai Hotel Co., Ltd., and 10% by Hanshin Shopping Plaza Co., Ltd.
-
(7) On June 3, 2016, the Company's subsidiary, Hanlin Development, entered into a joint investment and development contract with Shenyang Construction Co., Ltd. for the land rights for 5 pieces of land, including No. 1492 of Shengxing Section, Qianzhen District, Kaohsiung City, with an area of 11,411 square meters. Its investment ratio is 30% by Hanlin Development and 70% by Shenyang Construction Co., Ltd.
-
(8) On April 15, 2019, the Company's subsidiary, Hanlin Development, entered into a joint investment and development contract with Weili International Development Co., Ltd., Liyang Agricultural Technology Co., Ltd., Goldshare Investment
~165~
Corporation, Xueyong Co., Ltd., and Jinzan Industrial Co., Ltd. for 6 pieces of land, including 33, 34, 35-1, 36, 39 and 42 in Baoyuan Section, Xindian District, New Taipei City., with an area of 1,332 pings. The investment ratio was 20% by Hanlin Development Co., Ltd., 20% by Weili International Development Co., Ltd., 25% by Liyang Agricultural Technology Co., Ltd., 15% by Goldshare Investment Corporation, 15% by Xueyong Co., Ltd., and 5% by Jinzan Industrial Co., Ltd.
(XXXV) Remuneration of key management personnel
| Short-term employee benefits | 2022 $ 10,331 |
2021 |
|---|---|---|
| $ 13,868 |
VIII. Assets collateralized (pledged)
The details of collateral for the Group's assets are as follows:
| Assets Inventory Other financialassets- current (restricted deposits) Investmentproperty Other financialassets- non- current (time deposits) |
Bookvalue December 31, 2022 December 31, 2021 $ 1,825,985 $ 1,283,993 96 98 635,406 651,492 4,766 37,378 $ 2,466,253 $ 1,972,961 |
Purpose of guarantee Short-term borrowings and short-term notes payable Performance bond and provisionsaccount Long-term borrowings Performance bond and provisionsaccount |
|---|---|---|
| December 31, 2022 $ 1,825,985 96 635,406 4,766 $ 2,466,253 |
IX. Significant contingent liabilities or unrecognized contractual commitments
As of December 31, 2022, the total cost of construction contracts entered into between the Group and non-related parties amounted to NT$185,070, and the amount signed but yet to be paid amounted to NT$159,691.
X. Losses from major disasters
None.
- XI. Subsequent events
None.
XII. Others
(I) Capital management
The Group's capital management objective is to maintain a sound credit rating and a good capital ratio to support corporate operations and maximize shareholders' equity. The Group manages and adjusts the capital structure according to the economic situation, and may achieve the purpose of maintaining and adjusting the capital structure by adjusting the payment of dividends, returning capital or issuing new shares.
- (II) Financial instruments
1. Types of financial instruments
~166~
| December 31, 2022 Financial assets Financial assets at FVTPL Financial assets mandatorily at FVTPL $ 86,000 Financial assets at FVTOCI Investment in designated equity instruments $ 148,906 Financial assets at amortized cost Cash and cash equivalents $ 521,760 Financial assets at amortized cost 80,000 Notes receivable 19,613 Accounts receivable (including related parties) 6,439 Other receivables (including related parties) 24,346 Other financial assets - current 96 Deposits received 10,139 Other financial assets - non-current 4,766 $ 667,159 Financial liabilities Financial liabilities at amortized cost Short-term borrowings $ 1,318,925 Short-term notes payable 28,762 Notes payable 12,066 Accounts payable (including related parties) 24,801 Other payables (including related parties) 29,914 Deposits received 6,942 $ 1,421,410 Lease liabilities $ 127,003 |
December 31, 2021 |
|---|---|
| $ 86,000 | |
| $ 159,190 | |
| $ 953,814 20,000 17,218 11,048 209,357 98 10,100 37,378 |
|
| $ 1,259,013 | |
| $ 675,368 141,858 1,374 34,231 60,797 7,159 |
|
| $ 920,787 | |
| $ 122,840 |
2. Risk management policies
-
(1) The Group's financial risk management objectives are mainly to manage market risks, credit risks and liquidity risks related to operating activities. The Group identifies, measures and manages the aforementioned risks in accordance with the Group's policies and risk preferences.
-
(2) The Group has established appropriate policies, procedures, and internal controls for the aforementioned financial risk management in accordance with relevant regulations, and important financial activities must be reviewed by the board of directors in accordance with relevant regulations and internal controls. During the execution of financial management activities, the Group shall faithfully comply with the relevant regulations on financial risk management.
-
(3) The Group has not undertaken derivatives to avoid financial risks.
-
Nature and extent of material financial risks
-
(1) Market risk
Interest rate risk
-
A. The Group is exposed to exchange rate risks arising from transactions that are relatively different from the functional currencies of the Company and its subsidiaries, mainly in USD. The associated exchange rate risk arises from future commercial trades and recognized assets and liabilities.
-
B. The management of the Group has established a policy requiring each
~167~
company within the Group to manage the exchange rate risk relative to its functional currency.
- C. The business of the Group involves non-functional currency (the functional currency of the Company and its subsidiaries is NTD), so it is affected by exchange rate fluctuations, and the foreign currency assets and liabilities with significant exchange rate fluctuations are as follows:
| (Foreign currency : Functional currency) Financial assets Monetary items USD: NTD (Foreign currency : Functional currency) Financial assets Monetary items USD: NTD |
December 31, 2022 | December 31, 2022 | December 31, 2022 |
|---|---|---|---|
| Foreign currency (in thousand) Exchange rate Book amount (NTD) $ 945 30.71 $ 29,016 December 31, 2021 |
Book amount (NTD) |
||
| Foreign currency (in thousand) $ 1,069 |
Exchange rate 27.68 |
Book amount (NTD) |
|
| $ 29,590 | |||
-
D. The Group's monetary items have a significant impact due to exchange rate fluctuations. The total amount of all exchange benefits recognized in 2022 and 2021 (including realized and unrealized) is NT$2,835 and NT$172, respectively.
-
E. The Group’s foreign currency market risk analysis due to major exchange rate fluctuations is as follows:
The exchange risk between USD and NTD mainly comes from US dollardenominated cash and equivalent cash and accounts receivable, etc., resulting in foreign currency exchange losses or gains during conversion. If holding NTD against USD depreciates or appreciates by 1% and all other factors remain unchanged, the net profit in 2022 and 2021 will increase or decrease by NT$290 and NT$296 respectively.
~168~
Price risk
-
A. The equity instruments that the Group is exposed to price risk are financial assets held at FVTPL and financial assets at FVTOCI. In order to manage the price risk of equity instrument investment, the Group manages the price risk of equity securities by diversifying investment and setting limits for single and overall equity investment. The information on investment portfolio of equity securities needs to be regularly provided to the senior management of the Company, and the board of directors must review all equity securities investment decisions and approve the diversification of its investment portfolio.
-
B. The Group mainly invests in equity instruments issued by domestic companies and joint development projects. The prices of these equity instruments and contracts will be affected by the uncertainty of the future value of the investment target. If the value of these equity instruments and joint development projects increases or decreases by 1%, and all other factors remain unchanged, the after-tax net profit in 2022 and 2021 comes from equity instruments at FVTPL and The gain or loss on the joint development project will increase or decrease by NT$860 and NT$860 respectively; the gain or loss on equity investments classified as FVTOCI will increase or decrease by NT$1,489 and NT$1,592 respectively.
Cash flow and fair value interest rate risk
-
A. The Group's interest rate risk mainly comes from short-term loans issued at floating rates, short-term notes payable and long-term loans, which expose the Group to cash flow interest rate risk. In 2022 and 2021, the Group's loans issued at floating rates were mainly denominated in NTD
-
B. When the NT dollar loan interest rate increases or decreases by 1%, and all other factors remain unchanged, the after-tax net profit in 2022 and 2021 will decrease or increase by NT$17,537 and NT$12,352 respectively, mainly due to floating rate loans The interest expense changes accordingly.
-
(2) Credit risk
-
A. The credit risk of the Group is the risk of financial loss of the Group due to the inability of the customer or the counterparty of the financial instrument to perform the contractual obligations, which mainly arises from the inability of the counterparty to settle the receivables paid on collection terms and the contractual cash flows classified as investments in debt instruments at amortized cost.
-
B. Each unit of the Group follows credit risk policies, procedures and controls to manage credit risk. The credit risk assessment of all customers is based on comprehensive consideration of the customer's financial status, credit rating agency ratings, past historical transaction experience, current economic environment, and the Group's internal rating standards and other factors.
-
C. The Group's Finance and Accounting Department manages the credit risks of bank deposits, fixed-income securities and other financial instruments in accordance with the Group's policies. Because the Group's transaction partners are determined by internal controls procedures, and they are banks with good credit, financial institutions, corporate organizations and government agencies with investment grades, and hence there is no significant credit risk.
-
D. The Group is mainly engages in the leasing and selling of residential buildings, industrial plants and commercial buildings. The sale of premises is recognized
~169~
as revenue when the contract price is fully collected and the ownership transfer is completed and the actual house is handed over. Hence, the amount of accounts payable arising from the sale of premises should be small, and the risk of irrecoverability is minor. In addition, for the accounts receivable arising from other transactions, the Group shall manage the credit risk. When the contract payment is overdue for more than 90 days according to the agreed payment terms, it shall be deemed as a breach of contract.
-
E. The Group adopts the presumption provided by IFRS 9. When the contract payment is overdue for more than 30 days according to the agreed payment terms, it is considered that the credit risk of the financial asset has increased significantly since the original recognition.
-
F. When the Group assesses that the financial assets cannot be reasonably expected to be recovered (for example, the issuer or the debtor has significant financial difficulties, or has gone bankrupt), it will be written off.
-
G. The Group categorizes customers' accounts receivable according to factors such as counterparty's credit rating, region and industry, and uses a simplified method to estimate expected credit losses based on the provision matrix. The relevant information is as follows (no such situation on December 31, 2022):
| Not overdue Overdue 1-30 days December 31, 2021 Expected rate of loss 0%~1% Total book value $ 2,615 $ - Allowance for losses $ - $ - January 1 $ Reversal of impairment losses December 31 $ |
Not overdue Overdue 1-30 days December 31, 2021 Expected rate of loss 0%~1% Total book value $ 2,615 $ - Allowance for losses $ - $ - January 1 $ Reversal of impairment losses December 31 $ |
Overdue 31-60 days |
Overdue 61-90 days Total $ - $ 2,615 $ - $ - 2021 Accounts receivable $ 68 ( 68) $ - |
Total |
|---|---|---|---|---|
$ - $ - 2022 |
||||
| Accounts receivable |
||||
| $ | - - |
|||
| $ | - |
(3) Liquidity risk
-
A. Cash flow forecasting is performed by each operating entity within the Group and summarized by the Group's finance department. The Group’s finance department monitors the forecast of the Group's liquidity needs to ensure that it has sufficient funds to meet operating needs and maintain sufficient unused loan commitments at any time, so that the Group will not violate the relevant loaning limit or terms. These forecasts take into account the group's debt financing plan, compliance with debt terms, and financial ratio targets in line with the internal balance sheet.
-
B. The Group invests the remaining funds in interest-bearing demand deposits, time deposits and securities, and the instruments it chooses have appropriate maturity dates or sufficient liquidity to respond to the above forecasts and provide sufficient dispatch levels.
~170~
- C. The Company's unused loan is as follows:
| Floating interest rate Overdue in more than one year |
December 31, 2022 $ 38,517 |
December 31, 2021 |
|---|---|---|
| $ - |
- D. The following table categorizes the Group's non-derivative financial liabilities according to the relevant maturity date, and analyzes based on the remaining period from the balance sheet date to the contractual maturity date. Except for notes payable, accounts payable (including related parties), other payables (including related parties) and deposits, the undiscounted contractual cash flow amount is approximately equivalent to its book value and is due within one year. The undiscounted contractual cash flow amounts of the remaining financial liabilities are detailed in the table below:
| Non-derivative financial liabilities: December 31, 2022 Short-term borrowings Short-term notes payable Lease liabilities Long-term loans (including due within one year) Non-derivative financial liabilities: December 31, 2021 Short-term borrowings Short-term notes payable Lease liabilities Long-term loans (including due within one year) |
Within 1 year 1-2 years 2-3 years 3 years or above $ 128,843$ 29,735$ 290,913 $ 1,005,088 28,800 - - - 4,630 4,524 4,524 165,502 24,472 24,132 23,792 428,617 Within 1 year 1-2 years 2-3 years 3 years or above $ 56,061 $ 34,359 $ 248,884 $ 383,324 141,910 - - - 4,888 4,588 4,482 168,436 23,622 23,326 23,030 436,409 |
|---|---|
-
E. The Group does not expect that the cash flow in the due date analysis will occur significantly earlier, or the actual amount will be significantly different.
-
(III) Fair Value Information
-
The definitions of the various levels of evaluation techniques adopted to measure the fair value of financial and non-financial instruments are as follows:
-
Level 1: Quoted prices (unadjusted) in an active market for the same assets or liabilities available to the enterprise on the measurement date. An active market is one in which transactions in assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the listed/OTC stock invested by the Group belongs to this category.
-
Level 2: Observable inputs, directly or indirectly, for assets or liabilities other than quoted prices included in Level 1.
-
Level 3: Unobservable inputs to assets or liabilities. The Group's investments in joint development projects without an active market belong to this category.
-
-
For information on the fair value of investment real estate at cost, please refer to Note 6(11).
-
Financial instruments not measured by fair value
- The Group's cash and cash equivalents, financial assets at amortized cost, notes receivable, accounts receivable (including related parties), other receivables (including related parties), deposits, short-term loans, The book amounts of short-
~171~
term bills payable, bills payable, accounts payable (including related parties), other payables (including related parties), deposits and long-term loans are reasonable approximations of fair values.
- Financial and non-financial instruments measured by fair value are classified by the Group based on the nature, characteristics and risks of assets and liabilities and the basis of fair value levels. The relevant information is as follows:
| (1) The Group classifies them | (1) The Group classifies them | according to | the | nature of assets and liabilities, | nature of assets and liabilities, | nature of assets and liabilities, | nature of assets and liabilities, | and the |
|---|---|---|---|---|---|---|---|---|
| relevant information is as | follows: | |||||||
| December 31, 2022 | Level 1 | Level 2 | Level 3 | Total | ||||
| Assets | ||||||||
| Recurring fair value | ||||||||
| Mandatory financial assets | ||||||||
| at fair value through | ||||||||
| Financial assets | ||||||||
| measured | ||||||||
| Joint investment and | ||||||||
| development contract | $ | - |
$ | - |
$ | 86,000 | $ | 86,000 |
| Financial assets at | ||||||||
| FVTOCI | ||||||||
| Equity securities | 148,906 | - | - | 148,906 | ||||
| $ | 148,906 |
$ | - |
$ | 86,000 | $ | 234,906 | |
| December 31, 2021 | Level 1 | Level 2 | Level 3 | Total | ||||
| Assets | ||||||||
| Recurring fair value | ||||||||
| Mandatory financial assets | ||||||||
| at fair value through | ||||||||
| Financial assets | ||||||||
| measured | ||||||||
| Joint investment and | ||||||||
| development contract | $ | - |
$ | - |
$ | 86,000 | $ | 86,000 |
| Financial assets at | ||||||||
| FVTOCI | ||||||||
| Equity securities | 159,190 | - | - | 159,190 | ||||
| $ | 159,190 |
$ | - |
$ | 86,000 | $ | 245,190 |
-
(2) The methods and assumptions used by the Group to measure the fair value are as follows:
-
A. The Group adopts market quotation for fair value inputs (i.e. Level 1), which are broken down
by the characteristics of the instruments as follows:
Listed (OTC) stock
Market quotation Closing price
-
B. Except for the above-mentioned financial instruments with active markets, the fair value of other financial instruments is obtained by evaluation techniques or by referring to the quotations of counterparties. The fair value obtained through evaluation techniques can refer to the current fair value of other financial instruments with substantially similar conditions and characteristics, discounted cash flow method or other evaluation techniques, including the use of market information available on the consolidated balance sheet date. Calculated.
-
C. When evaluating non-standardized and less complex financial instruments, such as joint development projects, the Group adopts evaluation techniques widely used by market participants. The parameters adopted in the evaluation models of such financial instruments are usually market observable
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information.
-
The Group did not have any transfer between the Levels 1 and 2 in 2022 and 2021.
-
The following table shows the changes in Level 3 in 2022 and 2021:
| January 1 Disposals of the current period December 31 |
2022 Equity instruments $ 86,000 - $ 86,000 |
2021 |
|---|---|---|
| Equity instruments | ||
| $ 305,427 ( 219,427) |
||
| $ 86,000 |
-
The Group is responsible for verifying the fair value of financial instruments, using independent source data to make the evaluation results close to the market status, confirming that the data source is independent, reliable, and other data sources Consistent and representative executable prices, and regularly calibrate the evaluation model, conduct backtesting, update the input values and data required for the evaluation model, and make any other necessary fair value adjustments to ensure that the evaluation results are reasonable.
-
The quantitative information of the significant unobservable input value and the sensitivity analysis of the change of the significant unobservable input value of the evaluation model used for the third-level fair value measurement items are as follows:
| Non-derivative equity instruments: Joint investment and development contract Non-derivative equity instruments: Joint investment and development contract |
Fair value on December 31, 2022 Evaluation technique $ 86,000 Net worth method Fair value on December 31, 2021 Evaluation technique $ 86,000 Net worth method |
Significant unobservable input value Not applicable Significant unobservable input value Not applicable |
Interval (weighted average) - Interval (weighted average) - |
Relationship between input value and fair value |
|---|---|---|---|---|
| Not applicable Relationship between input value and fair value |
||||
| Not applicable |
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XIII. Other disclosures
(I) Information about important transactions
-
Loans to others: None.
-
Endorsements/guarantees provided for others: Please refer to Table 1.
-
Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates, and jointly controlled companies): Please refer to Table 2.
-
Accumulated purchase or sale of the same marketable securities for an amount exceeding NT$300 million or 20% of the paid-in capital: None.
-
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 3.
-
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Engagement in derivatives transactions: None.
-
The business relationship between the parent company and its subsidiaries, and the status and amount of important transactions between each subsidiary: None.
(II) Information on invested businesses
The name and location of the investee company and other relevant information (excluding mainland China investee companies): Please refer to Table 4.
(III) Investment information in Mainland China
-
Basic information: None.
-
Significant transactions with investee companies in Mainland China directly or indirectly through businesses in a third region: None.
(IV) Information of major shareholders
Information on major shareholders: Please refer to Table 5 for details.
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XIV. Information on operating segment
(I) General information
The Group divides operating units based on different products and services, and divides them into the following two reportable operating segment:
-
Sales segment: Responsible for the sales of wool-related products.
-
Real estate segment: Responsible for real estate lease and sale business.
(II) Measurement of departmental information
- Assets of reportable segments provided to major operational decision-makers are as follows:
| follows: | |||
|---|---|---|---|
| Net external income Revenue of internal departments Departmental revenue Departmental profit or loss Net external income Revenue of internal departments Departmental revenue Departmental profit or loss |
2022 | ||
| Product sales Construction projects sales Lease Others |
Reconciliation and cancellation Total |
||
| $ 14,780 $ 502,330$ 52,778 $ 265 $ -$ 570,153 - - - - - - |
|||
| $ 14,780 $ 502,330$ 52,778 $ 265 $ -$ 570,153 |
|||
| ($ 3,350) | $ 94,317$ 29,402 $ 265 $ 41,402$ 162,036 |
||
| 2021 | |||
| Product sales Construction projects sales Lease Others Reconciliation and cancellation Total |
|||
| $ 75,283 $ 483,134$ 52,414 $ 4,704 $ -$ 615,535 - - - - - - $ 75,283 $ 483,134$ 52,414 $ 4,704 $ -$ 615,535 |
|||
| ($ 3,663) $ 76,883$ 29,170 $ 4,534 $ 73,497$ 180,421 |
- Since the Group's assets and liabilities are not the indicators used by the operational decision-makers, the relevant amounts were not disclosed.
(III) Reconciliation information of departmental profit and loss
The external revenue and department profit and loss provided to the operational decisionmaker are measured in the same way as the revenue and pre-tax profit or loss in the financial statements, so no adjustment is required.
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(IV) Information by geographical location
Information of the Group by region in 2022 and 2021 is as follows:
| Taiwan Japan Korea Total |
2022 Income Non-current assets $ 555,373 $ 2,080,897 14,780 - - - $ 570,153 $ 2,080,897 |
2021 |
|---|---|---|
| Income $ 555,373 14,780 - $ 570,153 |
Income Non-current assets $ 540,085 $ 2,166,854 69,270 - 6,180 - $ 615,535 $ 2,166,854 |
(V) Important Customer Information
Information of the Group's important customers in 2022 and 2021 is as follows:
| CustomerAfrom the Trading Department CustomerBfrom the Trading Department |
2022 Income $ 11,763 3,017 |
2021 |
|---|---|---|
| Income | ||
| $ 55,417 13,853 |
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ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Making endorsements/guarantees for others January 1 to December 31, 2022
| Table 1 No. (N ote 1) Endorsing/guar anteeing companyname |
Table 1 No. (N ote 1) Endorsing/guar anteeing companyname |
Expressed in thousands of NTD (unless otherwise stated) Endorsed/guarant eed parties Ceiling on the amounts permitted to make in endorsements/gu arantees for a single corporate (Note 3) Balance of the amounts permitted to make in endorsements/gu arantees for the current period (Note4) Balance of the amounts permitted to make in endorsements/gu arantees at the end of the period (Note 5) Actual amount contributed Endorsement/g uarantee amount secured by property Percentage of accumulative endorsements/gu arantees to net value in the most recent financial statements Ceilings of the amounts permitted to make in endorsements/gu arantees (Note 3) Endorsement/g uarantee made by parent company to subsidiary Endorsement/g uarantee provided by the subsidiary to the parent company Endorsement/g uarantee made for Mainland China No te Compan yname Relation ship (Note2) |
|---|---|---|
| 0 | ASCENT DEVELOPME NT CO., LTD. |
Chengli Internati onal Develop ment Co., Ltd. 5 $ 6,818,226 $ 1,003,000 $ 1,003,000 $ 811,834 $ 35.72% $ 11,363,710 N N N |
Note 1: The method of filling in the number column is as follows:
-
Issuer: "0"
-
The investees are numbered sequentially starting from 1 based on each company.
-
Note 2: There are seven types of relationships between the endorser/guarantee and the endorsed/guaranteed object, and it is sufficient to indicate the type:
-
Having business dealings.
-
A company in which the company directly and indirectly holds more than 50% of the voting shares.
-
A company that directly and indirectly holds more than 50% of the voting shares in the company.
-
Companies in which the public company holds, directly or indirectly, 90% or more of the voting shares.
-
Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
-
Where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding ratios.
-
Where companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
Note 3: The Company has complied with the Procedures for Endorsement and Guarantee Provided, and the limit of the endorsement and guarantee provided by the Company is as follows:
-
The total endorsement and guarantee amount made by the Company for others shall not exceed 50% of the Company's net worth. The endorsement and guarantee made for a single enterprise shall not exceed 50% of the Company's net worth.
-
Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding paragraphs. However, the total endorsement and guarantee amount shall not exceed 500% of the Company's net worth, and the endorsement and guarantee to any single entity shall not exceed 300% of the Company's net worth.
Note 4: The maximum balance of the endorsements and guarantees made for others in the current year.
Note 5: As of the end of the year, the Company assumes the liability for endorsement or guarantee when the amount of endorsements and guarantees or notes to be signed with the bank is approved. Other relevant endorsements and guarantees should be added to the balance of the endorsements and guarantees.
~177~
ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates, and jointly controlled companies) December 31, 2022
| Table 2 | Table 2 | Table 2 | Table 2 | Expressed in thousands of NTD (unless otherwise stated) End ofperiod Note Numberofshares Bookvalue Ownership held by the Company Fairvalue 4,527,820 $ 81,275 1.19 $ 81,275 199,992 4,730 - 6,730 400,000 4,200 0.01 8,200 4,000 4,691 - 2,691 110,000 4,790 4.04 9,790 400,000 43,260 - 13,260 458,240 4,554 - 9,554 100,000 4,760 4.05 1,760 45,000 4,650 4.01 7,650 42,000 4,130 - 4,130 40,000 4,382 0.06 4,382 4,048 484 0.01 484 $ 448,906 |
Expressed in thousands of NTD (unless otherwise stated) End ofperiod Note Numberofshares Bookvalue Ownership held by the Company Fairvalue 4,527,820 $ 81,275 1.19 $ 81,275 199,992 4,730 - 6,730 400,000 4,200 0.01 8,200 4,000 4,691 - 2,691 110,000 4,790 4.04 9,790 400,000 43,260 - 13,260 458,240 4,554 - 9,554 100,000 4,760 4.05 1,760 45,000 4,650 4.01 7,650 42,000 4,130 - 4,130 40,000 4,382 0.06 4,382 4,048 484 0.01 484 $ 448,906 |
Expressed in thousands of NTD (unless otherwise stated) End ofperiod Note Numberofshares Bookvalue Ownership held by the Company Fairvalue 4,527,820 $ 81,275 1.19 $ 81,275 199,992 4,730 - 6,730 400,000 4,200 0.01 8,200 4,000 4,691 - 2,691 110,000 4,790 4.04 9,790 400,000 43,260 - 13,260 458,240 4,554 - 9,554 100,000 4,760 4.05 1,760 45,000 4,650 4.01 7,650 42,000 4,130 - 4,130 40,000 4,382 0.06 4,382 4,048 484 0.01 484 $ 448,906 |
Expressed in thousands of NTD (unless otherwise stated) End ofperiod Note Numberofshares Bookvalue Ownership held by the Company Fairvalue 4,527,820 $ 81,275 1.19 $ 81,275 199,992 4,730 - 6,730 400,000 4,200 0.01 8,200 4,000 4,691 - 2,691 110,000 4,790 4.04 9,790 400,000 43,260 - 13,260 458,240 4,554 - 9,554 100,000 4,760 4.05 1,760 45,000 4,650 4.01 7,650 42,000 4,130 - 4,130 40,000 4,382 0.06 4,382 4,048 484 0.01 484 $ 448,906 |
Expressed in thousands of NTD (unless otherwise stated) End ofperiod Note Numberofshares Bookvalue Ownership held by the Company Fairvalue 4,527,820 $ 81,275 1.19 $ 81,275 199,992 4,730 - 6,730 400,000 4,200 0.01 8,200 4,000 4,691 - 2,691 110,000 4,790 4.04 9,790 400,000 43,260 - 13,260 458,240 4,554 - 9,554 100,000 4,760 4.05 1,760 45,000 4,650 4.01 7,650 42,000 4,130 - 4,130 40,000 4,382 0.06 4,382 4,048 484 0.01 484 $ 448,906 |
|---|---|---|---|---|---|---|---|---|
| Company | Typeandname of marketable securities | Relationship with theissuerofsecurities | Presentation account | End ofperiod | Note | |||
| Numberofshares | Bookvalue | Ownership held by the Company |
Fairvalue | |||||
| ASCENT DEVELOPMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. HCW INVESTMENT CO., LTD. |
Kuo Yang Construction Co., Ltd. Taiwan Cement Corporation Asia Cement Corporation Taiwan Semiconductor Manufacturing Co., Ltd. HUAKU DEVELOPMENT CO., LTD. CTBC FINANCIAL HOLDING CO., LTD. CHINA DEVELOPMENT FINANCIAL HOLDING CORP. HARVATEK CORPORATION HOTAI FINANCE CO., LTD. GlobalWafers Co., Ltd MAXIGEN BIOTECH INC. HOTAI FINANCE CO., LTD. |
Other related parties None 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Financial assets at FVTOCI - non-current 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
4,527,820 199,992 400,000 4,000 110,000 400,000 458,240 100,000 45,000 42,000 40,000 4,048 |
$ 81,275 4,730 4,200 4,691 4,790 43,260 4,554 4,760 4,650 4,130 4,382 484 |
1.19 - 0.01 - 4.04 - - 4.05 4.01 - 0.06 0.01 |
$ 81,275 6,730 8,200 2,691 9,790 13,260 9,554 1,760 7,650 4,130 4,382 484 |
|
| $ 448,906 |
~178~
ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Acquisition amount of real estate reaching NT$300 million or more than 20% of the paid-in capital
January 1 to December 31, 2022
| Table 3 Real estate company acquired Propertyname Date of occurrence Transaction amount Status of payment Trading counterpart Relationship |
Table 3 Real estate company acquired Propertyname Date of occurrence Transaction amount Status of payment Trading counterpart Relationship |
Table 3 Real estate company acquired Propertyname Date of occurrence Transaction amount Status of payment Trading counterpart Relationship |
Table 3 Real estate company acquired Propertyname Date of occurrence Transaction amount Status of payment Trading counterpart Relationship |
Table 3 Real estate company acquired Propertyname Date of occurrence Transaction amount Status of payment Trading counterpart Relationship |
Table 3 Real estate company acquired Propertyname Date of occurrence Transaction amount Status of payment Trading counterpart Relationship |
Table 3 Real estate company acquired Propertyname Date of occurrence Transaction amount Status of payment Trading counterpart Relationship |
Expressed in thousands of NTD (unless otherwise stated) If the counterparty of the transaction is a related party, informationof the previoustransfer Referencesforpricing Purpose of acquisition and circumstances of use Other agreed matters Owner Relationship between the owner and the issuer Date of transfer Amount |
Expressed in thousands of NTD (unless otherwise stated) If the counterparty of the transaction is a related party, informationof the previoustransfer Referencesforpricing Purpose of acquisition and circumstances of use Other agreed matters Owner Relationship between the owner and the issuer Date of transfer Amount |
Expressed in thousands of NTD (unless otherwise stated) If the counterparty of the transaction is a related party, informationof the previoustransfer Referencesforpricing Purpose of acquisition and circumstances of use Other agreed matters Owner Relationship between the owner and the issuer Date of transfer Amount |
Expressed in thousands of NTD (unless otherwise stated) If the counterparty of the transaction is a related party, informationof the previoustransfer Referencesforpricing Purpose of acquisition and circumstances of use Other agreed matters Owner Relationship between the owner and the issuer Date of transfer Amount |
Expressed in thousands of NTD (unless otherwise stated) If the counterparty of the transaction is a related party, informationof the previoustransfer Referencesforpricing Purpose of acquisition and circumstances of use Other agreed matters Owner Relationship between the owner and the issuer Date of transfer Amount |
Expressed in thousands of NTD (unless otherwise stated) If the counterparty of the transaction is a related party, informationof the previoustransfer Referencesforpricing Purpose of acquisition and circumstances of use Other agreed matters Owner Relationship between the owner and the issuer Date of transfer Amount |
Expressed in thousands of NTD (unless otherwise stated) If the counterparty of the transaction is a related party, informationof the previoustransfer Referencesforpricing Purpose of acquisition and circumstances of use Other agreed matters Owner Relationship between the owner and the issuer Date of transfer Amount |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner | Relationship between the owner and the issuer |
Date of transfer |
Amount | ||||||||||
| ASCENT DEVELOPMENT CO., LTD. Hanlin Development Co., Ltd. Hanlin Development Co., Ltd. |
Inventory - House/Land under Construction (Land at Chung-yuan Section of Zhonghe District of New Taipei City) Inventory - House/Land under Construction (Land at Chung-yuan Section of Zhonghe District of New Taipei City) Inventory - House/Land under Construction (Land at Xi-wan Section of Xizi District of New Taipei City) |
2022/7/14 2022/7/14 2022/6/23 |
$ 502,488 $ 125,622 $ 194,297 |
$ 502,488 $ 125,622 $ 194,297 |
Mr. T and the other 20 persons Mr. T and the other 20 persons Tung Kang Industrial Co., Ltd. |
None None None |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates |
Building and land under construction Building and land under construction Building and land under construction |
Not applicable Not applicable Not applicable |
~179~
ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
The name and location of the investee company and other relevant information (excluding mainland China investee companies) January 1 to December 31, 2022
| January 1 to December 31, 2022 | January 1 to December 31, 2022 | January 1 to December 31, 2022 | January 1 to December 31, 2022 | January 1 to December 31, 2022 | January 1 to December 31, 2022 | January 1 to December 31, 2022 | January 1 to December 31, 2022 | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 4 | Expressed in thousands of NTD (unless otherwise stated) |
||||||||||
| Name of theInvestmentCompany | Name of theInvested Company | Location of the Company |
Mainbusinessactivities | Initial investment amount | Heldatend ofperiod | Profit or loss of investees |
Investment income recognized in the current period |
Note | |||
| End ofcurrentperiod | End of lastyear | Numberofshares | Percentage | Bookvalue | |||||||
| ASCENT DEVELOPMENT CO., LTD. ASCENT DEVELOPMENT CO., LTD. ASCENT DEVELOPMENT CO., LTD. ASCENT DEVELOPMENT CO., LTD. ASCENT DEVELOPMENT CO., LTD. HCW INVESTMENT CO., LTD. |
HCW INVESTMENT CO., LTD. Hanlin Development Co., Ltd. Jollify International Co., Ltd. Jollify Venture Co., Ltd. Hanshin Shopping Plaza Co., Ltd. Hanshin Shopping Plaza Co., Ltd. |
Taiwan Taiwan Taiwan Taiwan Taiwan Taiwan |
General investment Real estate investment development, construction, lease of residential, and building development, rental and leasing Retail sale of unclassified other garments, wholesale of watches, clocks and related components, whole sale of kitchen cabinets, wholesale of unclassified other garments Retail sale of unclassified other garments, wholesale of watches, clocks and related components, whole sale of kitchen cabinets, wholesale of unclassified other garments Operation of department store, rental and leasing, retail sale, restaurants and supermarket business. Operation of department store, rental and leasing, retail sale, restaurants and supermarket business. |
$ 200,000 231,000 265,013 27,462 480,000 27,443 |
$ 200,000 - 265,013 27,462 280,000 27,443 |
20,000,000 301,000,000 9,997,574 3,746,163 8,000,000 902,250 |
100.00 33.00 46.83 37.46 16.00 1.80 |
$ 219,671 267,085 - 23,864 279,176 106,598 |
$ 21,109 17,041 ( 47,618) 20,036 1,092,767 1,092,767 |
$ 21,109 5,624 ( 22,299) 11,704 159,423 17,790 |
Investee Investee - Affiliate - Affiliate - Affiliate - Affiliate |
~180~
Names of major shareholders
ASCENT DEVELOPMENT CO., LTD. and SUBSIDIARIES (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Information of major shareholders December 31, 2022
Table 5
Han Yang Global Co., Ltd.
| Shares (Note) | Shares (Note) |
|---|---|
| No. ofSharesHeld | Ownershipheld bythe Company |
| 49,139,065 | 53.41 |
~181~
Independent Auditors’ Report (2022) Cai-Shen-Bao-Zi No. 22004654
To ASCENT DEVELOPMENT CO., LTD.:
Audit Opinions
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)’s balance sheet of December 31 of 2022 and 2021, the parent company only income statement, changes of equity, and parent compn=any only cash flow statement from January 1 to December 31 of 2022 and 2021 and the notes to the parent company only financial statements (including the summary of major accounting policies) have been audited by the Auditor of the Firm.
According to the opinions of the Auditor, based on our audit results and the audit reports of other auditors (please refer to the paragraph on other matters), the parent company only financial statements mentioned above have been prepared in all material respects in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, which is sufficient to express the Company’s parent company only financial status on December 31, 2022 and 2021, and parent company only financial performance and cash flow from January 1 to December 31 of 2022 and 2021.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. Based on the audit results of the Auditor and the audit reports of other auditors, we believe that we have obtained sufficient and appropriate audit evidence as the basis for expressing the audit opinion.
Matters to be Emphasized
In the third quarter of 2022, ASCENT DEVELOPMENT CO., LTD. acquired 33% of the equities of Hanlin Development Co., Ltd., a subsidiary of Hanshen Asset Management Co., Ltd. (the ultimate parent company of the ASCENT DEVELOPMENT CO., LTD.), and obtained the control over it. Since this equity transaction is an organizational reorganization under common control, it should be regarded as an acquisition from the beginning. Therefore, the Company has retroactively recompiled the parent company only financial statements of the previous period when preparing the parent company only financial statements of 2022. Please refer to Notes 6(7) and 6(26) for details.
Key Audit Items
Key audit items refer to the most important items in the audit of the Company's 2022 parent company only financial statements based on our professional judgment. These matters have been dealt with in the process of checking the overall parent company only financial statements and reaching audit opinions, and the we do not express opinions on these matters independently.
The key audit items of the Company's parent company only financial statements of 2022 are as follows:
Impairment testing of investment using the equity method
Descriptions
For the accounting policy of investment using the equity method, please refer to Note 4(14) of the
~182~
financial statements, for the accounting policy of impairment of non-financial assets, please refer to Note 4(19) of the financial statements, and for the description of accounting items, please refer to the Notes 6(7) of the financial statements.
On December 31, 2022, the book value of ASCENT DEVELOPMENT CO., LTD.'s investment using the equity method was NT$1,319,796 thousands, accounting for 39% of the total individual assets. In accordance with the International Accounting Standard No. 28 "Investment in Affiliated Enterprises and Joint Ventures", the management level shall assess whether the recoverable amount of the investment is lower than the book value if there is objective evidence showing signs of impairment for the investment using the equity method. Since the objective evidence of its impairment assessment and the comprehensive consideration factors for determining the recoverable amount involve the subjective judgment of the management and have a high degree of uncertainty, and the investment amount using the equity method is significant, the auditor adopts the Company’s relevant Impairment assessment of equity method investments is listed as one of the most important matters of the audit.
Audit procedure
The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:
-
Interview with the management level to understand the management's assessment of the signs of impairment of investments using the equity method and evaluate its rationality.
-
To obtain the equity value evaluation report issued by the external evaluation experts appointed by the management, the procedures performed by the auditor are as follows:
-
(1) Assess the suitability and objectivity of the external evaluation experts appointed by the management level.
-
(2) Assess the appropriateness of the evaluation methods adopted by the external evaluation experts appointed by the management level and the rationality of the relevant assumptions.
Investments (Subsidiaries) Using the Equity Method - Appropriateness of the Attribution Period of Real Estate Sales Revenue
Descriptions
Please refer to Note 4(27) of the consolidated financial statements for the accounting policy of operating revenue in the construction industry, and Note 6(20) to the consolidated financial statements for descriptions of accounting items.
The real estate sales revenue of the construction industry is recognized when the ownership transfer of the real estate is completed and the house inspection certificate is delivered to the customer. Due to the wide market range of real estate sales in the construction industry, it is necessary to review the ownership transfer and other information one by one before recognizing the sales revenue. Usually, a lot of manual works would be required to determine the correctness of the recognition time of the sales revenue. The appropriateness of the vesting period is listed as one of the most important matters in the audit.
Audit procedure
The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:
-
Interview with management to understand and review the procedures for recognizing real estate sales revenue and adopt it consistently during the financial statement comparison period.
-
Assess and verify the appropriateness of the attribution period of real estate sales income for a certain period before and after the deadline at the end of the period, including checking the land and building ownership transfer information and relevant dates to support the correctness of the recognition time of real estate sales revenue.
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Other Matters - Reference to other Audits of other Auditors
For the Company's investment using the equity method in 2022, the financial statements were not audited by us, but by other auditors. Therefore, in the opinions expressed by us on the above-mentioned parent company only financial statements, the amount listed in the financial statements of the Companies and the relevant information disclosed in Note 13 are based on the audit reports of other auditors. On December 31, 2022 and 2021, the amount of investment in the above-mentioned companies using the equity method was NT$833,040 thousands and NT$861,569 thousands, respectively, accounting for 24% and 30% of the total parent company only assets. In 2022 and 2021 the individual profits and losses recognized for the aforementioned companies were NT$107,639 thousands and NT$83,468 thousands, respectively, accounting for (27,169%) and (92%) of the individual profits and losses for the current period.
Responsibilities of management level and governance units for the parent company only financial statements
Management level is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by the Securities Issuers and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.
The governance units (including the audit committee) of the Company are responsible for supervising the financial reporting process.
Responsibilities of Auditor to Audit Parent Company Only Financial Statements
The purpose of our audit of the parent company only financial statements is to obtain reasonable assurance as to whether there is any material misrepresentation in the parent company only financial statements as a whole resulting from fraud or error, and to issue an audit report. Reasonable certainty is of high degree of certainty, but there is no guarantee that the audit work performed in accordance with the auditing standards of the Republic of China will be able to detect material misstatement in the parent company only financial statements. Misstatements may result from fraud or error. Misstatement of individual amounts or aggregated amounts is considered material if it can reasonably be expected to affect economic decisions made by users of the parent company only financial statements.
As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or overriding internal controls.
-
Obtain an understanding of the 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 Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
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estimates and related disclosures made by management level.
-
Conclude on the appropriateness of management level's use of the going concern basis of accounting and whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the ASCENT DEVELOPMENT CO., LTD’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Assess the overall presentation, structure and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements properly represent relevant transactions and events.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
The planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal controls that we identify during our audit.
We also provide the governance units with the statements that the personnel of the accounting firm that is subject to independence regulations have complied with the independence statement in the professional ethics code for CPAs of the Republic of China, and communicate with the governance units all relationships that may be considered to affect the independence of the auditors and other matters (including relevant protective measures).
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year 2022, and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
PwC Taiwan
Chun-Yuan Hsiao
Accountant
Se-Kai Lin
Former Securities and Futures Bureau, Financial Supervisory Commission Approval No.: Jin-Guan-Zheng-Liu-Zi No. 0960042326 Jin-Guan-Zheng-Liu No. 0960072936
March 27, 2023
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ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent company only balance sheet December 31, 2022 and 2021
| Assets | Notes VI(I) VI(II) VI(III) VI(III) VI(IV)(V) VI(VI) VI(VII) VI(VIII) VI(IX) VI(X) VII |
December 31, 2022 Amount % $ 265,162 8 80,000 2 2,210 - - - 27 - - - 1,516,099 45 3,142 - 51 - 1,866,691 55 81,275 2 1,319,796 39 167 - 13 - 129,438 4 338 - 416 - 3,790 - 1,535,233 45 $ 3,401,924 100 |
Expressed in thousands of NTD December 31, 2021 Amount % $ 418,151 13 20,000 1 260 - 2,615 - 43 - 69 - 851,534 26 2,134 - 6 - 1,294,812 40 110,932 4 1,692,540 52 192 - 46 - 131,509 4 395 - 396 - 3,790 - 1,939,800 60 $ 3,234,612 100 |
|---|---|---|---|
| Amount $ 265,162 80,000 2,210 - 27 - 1,516,099 3,142 51 1,866,691 81,275 1,319,796 167 13 129,438 338 416 3,790 1,535,233 $ 3,401,924 |
Amount $ 418,151 20,000 260 2,615 43 69 851,534 2,134 6 1,294,812 110,932 1,692,540 192 46 131,509 395 396 3,790 1,939,800 $ 3,234,612 |
||
| Current assets 1100 Cash and cash equivalents 1136 Financial assets at amortized cost- Current 1150 Notes receivable, net 1170 Net accounts receivable 1200 Other receivables 1220 Current income tax assets 130X Inventory 1410 Prepayments 1470 Other current assets 11XX Total current assets Non-current assets 1517 Financial assets at FVTOCI - non- current 1550 Investments accounted for using equity method 1600 Property, plants, and equipment 1755 Right-of-use assets 1760 Investment property, net 1840 Deferred income tax assets 1920 Deposits received 1990 Other non-current assets - others 15XX Total non-current assets 1XXX Total assets |
(continued on next page)
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ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent company only balance sheet December 31, 2022 and 2021
| Liabilities and equity | Expressed in thousands of NTD December 31, 2022 December 31, 2021 Notes Amount % Amount % VI(V)(XI) $ 1,093,522 32 $ 607,820 19 12,066 1 - - 2,604 - 2,595 - 11,355 - 8,571 - - - 32 - 5,757 - - - 13 - 34 - 2,326 - 415 - 1,127,643 33 619,467 19 511 - 13 - - - 13 - 1,028 - 623 - 1,539 - 649 - 1,129,182 33 620,116 19 VI(XIII) 920,000 27 920,000 29 VI(XIV) 182,854 5 145,021 4 VI(XV) 357,010 11 341,774 11 7,856 - 7,856 - 1,009,210 30 969,473 30 VI(XVI) ( 204,188) ( 6) ( 117,229) ( 4) - - 347,601 11 2,272,742 67 2,614,496 81 IX $ 3,401,924 100 $ 3,234,612 100 |
|---|---|
| Current liabilities 2100 Short-term borrowings 2150 Notes payable 2170 Accounts payable 2200 Other payables 2220 Other payables - related parties 2230 Current income tax liabilities 2280 Lease liabilities - current 2300 Other current liabilities 21XX Total of 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 Common stock capital Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3320 Special reserves 3350 Undistributed earnings Other equity 3400 Other equity 35XX Equity owned by the previous holder under the joint control 3XXX Total equity Significant contingent liabilities and unrecognized contractual commitments 3X2X Total liabilities and equity |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Chairman : Chia-Chi Hou
Manager : Hsien-Wen Liu
Accounting Officer : Chien-Chang Luo
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ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent Company Only comprehensive income statement January 1 to December 31, 2022 and 2021
Expressed in thousands of NTD (Except for earnings per share in NTD)
| 2022 | 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Items | Notes | Amount | % | Amount | % | |||||
| 4000 | Revenue |
VI(V)(XVII) | $ | 17,776 | 100 | $ | 78,799 | 100 | ||
| 5000 | Operating Costs |
VI(IV) | ( | 17,601) ( | 99 ) ( | 78,771) ( | 100) | |||
| 5900 | Gross profit | 175 | 1 | 28 | - | |||||
| Operating Expenses |
VI(V) and VII | |||||||||
| 6100 | Promotional expenses | ( | 1,476) ( | 8 ) ( | 579) | - | ||||
| 6200 | Administrative expenses | ( | 33,502) ( | 189 ) ( | 27,433) ( | 35) | ||||
| 6450 | Expected credit impairment gain | XII(II) | - | - | 68 | - | ||||
| 6000 | Total operating expenses | ( | 34,978) ( | 197 ) ( | 27,944) ( | 35) | ||||
| 6900 | Net operating loss | ( | 34,803) ( | 196 ) ( | 27,916) ( | 35) | ||||
| Non-operating income and expense | ||||||||||
| 7100 | Interest income | 1,605 | 9 | 1,271 | 2 | |||||
| 7010 | Other income | 288 | 1 | 9,579 | 12 | |||||
| 7020 | Other gains and losses | ( | 43,570) ( | 245 ) | 2,651 | 3 | ||||
| 7050 | Financial cost | ( | 385) ( | 2 ) ( | 5) | - | ||||
| Profit and loss share of | ||||||||||
| subsidiaries, affiliated | ||||||||||
| 7070 | enterprises and joint ventures |
VI(VII) | 188,751 | 1062 | 162,489 | 206 | ||||
| recognized using the equity | ||||||||||
| method | ||||||||||
| Total non-operating income | ||||||||||
| 7000 | 146,689 | 825 | 175,985 | 223 | ||||||
| and expenses | ||||||||||
| 7900 | Income before tax | 111,886 | 629 | 148,069 | 188 | |||||
| 7950 | Income tax expenses | ( | 6,491) ( | 36 ) ( | 6,867) ( | 9) | ||||
| 8200 | Current period net profit | $ | 105,395 | 593 | $ | 141,202 | 179 |
(continued on next page)
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ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent Company Only comprehensive income statement January 1 to December 31, 2022 and 2021
| Items | Expressed in thousands of NTD (Except for earnings per share in NTD) 2022 2021 Notes Amount % Amount % VI(XVI) VI(VI) ( $ 29,657 ) ( 167) ( $ 60,506) ( 77) VI(VII) ( 76,134 ) ( 428) ( 158,434) ( 201) ( 105,791 ) ( 595) ( 218,940) ( 278) ( $ 105,791 ) ( 595) ( $ 218,940) ( 278) ( $ 396 ) ( 2) ( $ 77,738) ( 99) $ 92,205 519 $ 128,274 163 13,190 74 12,928 16 $ 105,395 593 $ 141,202 179 ($ 13,586) ( 76) ($ 90,666) ( 115) $ 13,190 74 $ 12,928 16 ($ 396)( 2) ($ 77,738) ( 99) $ 1.00 $ 1.39 0.14 0.14 $ 1.14 $ 1.53 $ 1.00 $ 1.39 0.14 0.14 $ 1.14 $ 1.53 |
|---|---|
| Other comprehensive profit and loss 8316 Unrealized gains or losses on investments in equity instruments at FVTOCI 8330 Shares of other comprehensive profit and loss of subsidiaries, affiliates and joint ventures recognized using the equity method - items not reclassified to profit or loss 8310 Total of items not reclassified to profit or loss 8300 Other comprehensive income (net amount) 8500 Total comprehensive income of the current period The net profit is attributed to: 8610 Owner of parent company 8615 Equity owned by the previous holder under the joint control Total Total comprehensive income attributable to: 8710 Owner of parent company 8715 Equity owned by the previous holder under the joint control Total Basic earnings per share 9710 Owner of parent company 9720 Equity owned by the previous holder under the joint control 9750 Basic earnings per share Diluted earnings per share 9810 Owner of parent company 9820 Equity owned by the previous holder under the joint control 9850 Diluted earnings per share |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Manager : Hsien-Wen Liu
Chairman : Chia-Chi Hou
Accounting Officer : Chien-Chang Luo
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ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent Company Only Statement of Changes in Individual Equity January 1 to December 31, 2022 and 2021
| Notes 2021 (restated) Balance at January 1, 2021 Current period net profit Other comprehensive income of current period VI(XVI) Total comprehensive income of the current period Appropriation and distribution of earnings VI(XV) Cash dividends Disposal of equity instruments at FVTOCI VI(VI)(XVI) Changes in the net equity value of affiliates recognized under the equity method VI(VII) Disposal of equity instruments at FVTOCI by affiliates VI(VII)(XVI) Balance at December 31, 2021 2022 Balance at January 1, 2022 Current period net profit Other comprehensive income of current period VI(XVI) Total comprehensive income of the current period Appropriation and distribution of earnings VI(XV) Appropriation of legal reserve Cash dividends Capital reduction in cash Disposal of equity instruments at FVTOCI VI(VI)(XVI) Changes in the net equity value of affiliates recognized under the equity method VI(VII) Disposal of equity instruments at FVTOCI by affiliates VI(XVI) Impact of organizational reorganization VI(XIV) Balance at December 31, 2022 |
Notes | Commonstockcapital | Capitalsurplus | Retained earnings | Unrealized gains or losses on financial assets measured at fair value through other comprehensiveincome |
|||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Special reserves | U | ndistributed earnings | |||||||||
| $ 920,000 - - - - - - - $ 920,000 $ 920,000 - - - - - - - - - - $ 920,000 |
$ 10,714 - - - - - 123,021 11,286 $ 145,021 $ 145,021 - - - - - - - 7,372 - 30,461 $ 182,854 |
$ 341,774 - - - - - - - $ 341,774 $ 341,774 - - - 15,236 - - - - - - $ 357,010 |
$ 7,856 - - - - - - - $ 7,856 $ 7,856 - - - - - - - - - - $ 7,856 |
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Manager: Xian-Wen Liu
Chairman: Chia-Chi Hou
Accounting Officer: Chien-Chang Luo
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ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent Company Only Statement of Cash Flows January 1 to December 31, 2022 and 2021
| Cash flow from operating activities Net income before tax Adjustment items Income and expenses Depreciation expense Amortization expense Expected credit impairment gain Net gain from financial assets at FVTPL Interest expense Interest income Dividend income Shares of interests in subsidiaries and affiliated companies recognized using the equity method Impairment loss Changes in assets/liabilities related to operating activities Net changes in assets related to operating activities Notes receivable Accounts receivable Other receivables other receivables – related parties Inventory Prepayments Other current assets Net changes in liabilities related to operating activities Notes payable Accounts payable Other payables Other payables - related parties Other current liabilities Cash outflow from operations Interest paid Income tax paid Net cash outflow from operating activities |
Expressed in thousands of NTD Notes January 1 to December 31, 2022 January 1 to December 31, 2021 $ 111,886 $ 148,069 VI(VIII)(IX)(X) 2,129 2,128 - 6 XII(II) - ( 68 ) - ( 2,491 ) 385 5 ( 1,605 ) ( 1,271 ) - ( 9,056 ) VI(VII) ( 188,751 ) ( 162,489 ) VI(VII) 46,403 - ( 1,950 ) 585 2,615 8,337 ( 4 ) - - 37,722 ( 664,565 ) ( 608,405 ) ( 1,008 ) 10,446 ( 45 ) - 12,066 - 9 ( 205 ) 2,784 ( 5,103 ) ( 32 ) ( 25 ) 1,911( 601) ( 677,772 ) ( 582,416 ) ( 385 ) ( 5 ) ( 110) ( 3,466) ( 678,267) ( 585,887) |
|---|---|
(continued on next page)
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ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent Company Only Statement of Cash Flows January 1 to December 31, 2022 and 2021
Expressed in thousands of NTD
| Cash flow from investment activities Acquisition of financial assets at FVTPL Disposal of financial assets at FVTPL Acquisition of financial assets at amortized cost Decrease (increase) in refundable deposits Refund of capital reduction of investments under the equity method Payments for organizational restructuring Interest collected Dividends received Net cash inflow from investing activities Cash flow from financing activities Increase in short-term borrowings Lease principal repayment Increase in deposits received Distribution of cash dividends Net cash inflow from financing activities Decrease in cash and cash equivalents for the current period Cash and cash equivalents Cash and equivalent cash balance at the beginning of the period |
Notes January 1 to December 31, 2022 January 1 to December 31, 2021 $ - ( $ 7,440 ) - 28,909 ( 60,000 ) - ( 20 ) 11 200,000 - ( 231,000 ) - 1,625 1,334 147,000 9,056 57,605 31,870 485,702 450,820 ( 34 ) ( 33 ) 405 245 VI(XV) ( 18,400) - 467,673 451,032 ( 152,989 ) ( 102,985 ) 418,151 521,136 $ 265,162 $ 418,151 |
|---|---|
The accompanying notes to parent company only financial statements constitute part of this parent company only financial report.
Manager : Hsien-Wen Liu
Accounting Officer : Chien-Chang Luo
Chairman : Chia-Chi Hou
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ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Notes to Parent Company Only Financial Statements 2022 and 2021 (after restatement)
Expressed in thousands of NTD (unless otherwise stated)
I. History
-
(I) CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD. was established on August 19, 1964 in accordance with the Company Act. On June 23, 2022, the resolution of the shareholders' meeting changed the name to ASCENT DEVELOPMENT CO., LTD. (hereinafter referred to as "the Company"), which was completed on July 15, 2022. The major business is sales of wool tops, carbonized wool, scoured wool, and shrink-resistant wool tops, as well as real estate development, lease and sale, etc. The Company's stock has been listed on the Taiwan Stock Exchange since May 22, 1989.
-
(II) Hanyang Global Co., Ltd. holds 53.41% equity of the Company, and Hanshen Asset
-
Management Co., Ltd. is the ultimate parent company of the Company.
II. Dates and Procedures for Approval of Financial Reports
The parent company only financial statements are approved and issued by the board of directors on March 27, 2023.
III. Application of new and revised standards and interpretations
(I) The impact of the newly released and revised International Financial Reporting Standards that have been approved and issued by the Financial Supervisory Commission (FSC)
The following table summarizes the newly issued, revised and revised standards and interpretations of the International Financial Reporting Standards applicable in 2022 that were recognized and issued by the FSC:
| recognized and issued by the FSC: | |
|---|---|
| Application of new/corrected/revised standards and interpretations | Effective date of IASB's announcement |
| Amendments to IFRS3 "Index to Conceptual Framework" Amendment to IAS 16 regarding "Property , Plant, and Equipment: Proceeds before Intended Use" Amendments to IAS37 "Loss contracts - Cost of fulfilling a contract" 2018-2020Annual Improvements |
January 1, 2022 January 1, 2022 January 1, 2022 January 1, 2022 |
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The Company has assessed that the above standards and interpretations have no material impact on the Company's financial position and financial performance.
(II) The impact of the newly released and revised International Financial Reporting Standards that have not yet been adopted by the FSC
The following table summarizes the newly issued, corrected and revised standards and interpretations of the International Financial Reporting Standards applicable in 2023 that were recognized and issued by the FSC:
Effective date of IASB's Application of new/corrected/revised standards and interpretations announcement Amendments to IAS 1 "Disclosure of Accounting Policies" January 1 , 2023 Amendments to IAS 8 "Definition of Accounting Estimates" January 1 , 2023 Amendments to IAS 12 regarding "Deferred Tax related to Assets and January 1 , 2023 Liabilities arising from a Single Transaction"
The Company has assessed that the above standards and interpretations have no material impact on the Company's financial position and financial performance.
(III) Impacts of IFRSs issued by the IASB but not yet endorsed by the FSC
The following table summarizes the newly released, amended, and revised standards and interpretations of the IFRSs issued by the IASB but not yet recognized by the FSC:
| Effective date of IASB's | |
|---|---|
| Application of new/corrected/revised standards and interpretations | announcement |
| Amendments toIFRS10and IAS 28 Sale or Contribution of Assets | To be decided by the |
| between an Investor and its Associate or Joint Venture " | IASB |
| Amendments toIFRS16"Lease Liability in a Sale and Leaseback" | January 1, 2024 |
| IFRS No.17"Insurance Contracts" | January 1 , 2023 |
| Amendments toIFRS17"Insurance Contracts" | January 1 , 2023 |
| Amendments toIFRS17"Initial Application of IFRS17and IFRS9 | January 1 , 2023 |
| - Comparative Information" | |
| Amendments to IAS1 "Classification of Liabilities as Current or | January 1, 2024 |
| Non-current" | |
| Amendments to IAS1 Non-current Liabilities with Covenants" | January 1, 2024 |
| The Company has assessed that the above standards and interpretations have no material impact | |
| on the Company's financial position and financial performance. |
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IV. Summary of Significant Accounting Policies
The major accounting policies adopted in the preparation of the parent company only financial statements are described below. Unless otherwise stated, these policies apply consistently throughout all reporting periods.
(I) Compliance statement
The parent company only financial statement has been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRSs), International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC.
(11)Compilation basis
-
Except for the financial assets at fair value through other comprehensive profit and loss which are at fair value, this parent company only financial statement is prepared at historical cost.
-
The compilation of financial statement in compliance with IFRSs requires the use of some important accounting estimates. In the process of adopting the Company's accounting policies, management also needs to adopt the judgments, which involve in highly judgmental or complex items, or major assumptions and estimated items in parent company only financial statements. For details, please refer to Note 5.
(12)Foreign currency conversion
The items listed in the Company's parent company only financial statement are all measured in the currency of the main economic environment in which the Company operates (the functional currency). The parent company only financial statement is presented in the Company's functional currency "NTD" as the presentation currency.
Foreign currency transactions and balances
-
Foreign currency transactions are converted into functional currency at the spot exchange rate on the transaction date or measurement date, and the conversion difference arising from the conversion of these transactions is recognized as current profit or loss.
-
The balance of foreign currency monetary assets and liabilities is evaluated and adjusted according to the spot exchange rate on the balance sheet date, and the translation difference arising from the adjustment is recognized as current profit or loss.
-
The balance of foreign currency non-monetary assets and liabilities, which are at FVTPL, shall be adjusted according to the spot exchange rate on the balance sheet date, and the exchange difference arising from the adjustment shall be recognized as current profit or loss; if it is at FVTOCI, it shall be adjusted at the spot exchange rate on the balance sheet date, and the exchange difference arising from the adjustment shall be recognized in other comprehensive profit or loss; if it is not at fair value, it shall be at the historical exchange
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rate on the initial transaction date.
- All exchange gains and losses are listed in "Other Gains and Losses" in the Parent Company Only Income Statement.
(13)Classification criteria for current and non-current assets and liabilities
The Company is engaged in entrusting construction companies to construct buildings, and its business cycle is usually longer than one year. Assets and liabilities related to construction projects are classified as current or non-current based on the business cycle; and the standards for the classification of other items as current and non-current are as follows:
-
Assets that meet one of the following conditions are classified as current assets:
-
(1) The asset is expected to be realized, or it is intended to be sold or consumed in the normal business cycle.
-
(2) Mainly held for the purpose of trading.
-
(3) Those expected to be realized within 12 months after the balance sheet date.
-
(4) Cash or cash equivalents, except those that can be exchanged at least 12 months after the balance sheet date or used to settle liabilities are restricted.
The Company classifies all assets that do not meet the above conditions as non-current.
-
Liabilities that meet one of the following conditions are classified as current liabilities:
-
(1) Expected to be settled in the normal business cycle.
-
(2) Mainly held for the purpose of trading.
-
(3) Those expected to be paid off within 12 months after the balance sheet date.
-
(4) The repayment period cannot be unconditionally postponed to at least 12 months after the balance sheet date. The terms of the liabilities may be based on the choice of the counterparty, which may be settled by issuing equity instruments, and its classification is not affected.
The Company classifies all liabilities that do not meet the above conditions as non-current.
(14)Cash equivalents
Cash equivalents refer to short-term and highly liquid investments that can be converted into fixed amounts of cash at any time with little risk of changes in value. Time deposits that meet the definition above and are held to meet short-term cash commitments in operations are classified as cash equivalents.
(15)Financial assets at FVTPL
-
Refers to financial assets that are not at amortized cost or at FVTOCI.
-
The Company adopts transaction-day accounting for financial assets at FVTPL that conform
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to customary transactions.
-
The Company measures it at fair value at the time of initial recognition, and the relevant transaction costs are recognized in profit or loss, and subsequently at fair value, and its profits or losses are recognized in profit or loss.
-
When the right to receive dividends is established, the economic benefits related to dividends are likely to flow in, and the amount of dividends can be measured reliably, hence the Company recognizes dividend income in profit or loss.
(16)Financial assets at FVTOCI
-
Refers to an irrevocable choice made at the time of original recognition to present changes in the fair value of equity instrument investments not held for trading in other comprehensive income.
-
The Company adopts transaction-day accounting for financial assets at fair value through other comprehensive gains and losses that conform to transaction practices.
-
The Company measures at its fair value plus transaction costs at the time of original recognition, and subsequently at fair value:
Changes in the fair value of equity instruments are recognized in other comprehensive profit or loss. When delisting, the accumulated gains or losses previously recognized in other comprehensive profit or loss shall not be reclassified to profit or loss, and shall be transferred to retained earnings. When the right to receive dividends is established, the economic benefits related to dividends are likely to flow in, and the amount of dividends can be measured reliably, hence the Company recognizes dividend income in profit or loss.
(17)Financial assets at amortized cost
-
Refers to those who meet the following conditions at the same time:
-
(1) The financial asset is held under the business model for the purpose of collecting contractual cash flow.
-
(2) The contract terms of the financial asset generate cash flow on a specific date, which is entirely the payment of principal and interest on the outstanding principal amount.
-
The Company adopts transaction-day accounting for financial assets at cost after amortization that comply with transaction practices.
-
The Company measures its fair value plus transaction costs at the time of initial recognition, and then adopts the effective interest method to recognize interest income and impairment losses during the circulation period according to the amortization procedure, and when delisting, it will be recognized The gain or loss is recognized in profit or loss.
-
The time deposits held by the Company that are not categorized as cash equivalents are
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measured by the investment amount because the holding period is short and the impact of discounting is not significant.
(18)Accounts and Notes Receivable
-
Refers to accounts and notes that have the unconditional right to receive the consideration amount in exchange for the transfer of goods or services in accordance with the contract.
-
For unpaid short-term accounts and notes receivable, since discounting has little effect, the Company measures them based on the original invoiced amount.
(19)Impairment of financial assets
On each balance sheet date, for financial assets at amortized cost, after considering all reasonable and supportable information (including forward-looking information), the Company has no significant increase in credit risk since the original recognition , which measures the allowance loss by the amount of 12-month expected credit losses; for those whose credit risk has increased significantly since the original recognition, the allowance for loss shall be measured according to the amount of expected credit loss during the duration; for accounts receivable that do not include significant financial components, the allowance for loss shall be measured according to the amount of expected credit loss during the duration.
(20)Delisting of financial assets
Financial assets will be delisted when the Company's contractual rights to receive cash flows from the financial assets lapse.
(21)Lessor's lease transaction - Business lease
Lease income from business leases and net of any incentives given to the lessee will be amortized on a straight-line basis over the lease term and recognized as current profit or loss.
(22)Inventory
-
Including land for construction, premises under construction, and premises for sale, etc., the acquisition cost is adopted as the accounting basis, and the project profit and loss is recognized according to the completed contract method. The land for construction is listed as the premises under construction when it is actively developed, and the relevant interest is capitalized from the time of active development or construction to the completion of the work.
-
Inventory at the end of the period is measured by the lower of cost and net realizable value. When comparing the lower of cost and net realizable value, the item-by-item comparison method is adopted; and the net realizable value refers to the balance after deducting the estimated selling price in the normal course of business and the estimated cost to be
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invested in completion and related variable expenses.
(23)Investments/Subsidiaries and affiliates using the equity method
-
The subsidiary refers to an entity controlled by the Company, when the firm is exposed to, 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, it shall be regarded that the Company is controlling the entity.
-
The unrealized gains and losses arising from transactions between the Company and its subsidiaries have been eliminated. The accounting policies of the subsidiaries have been adjusted as necessary to be consistent with the policies adopted by the Company.
-
The Company recognizes the share of profit and loss acquired by the affiliated enterprises as profit and loss of the current period, and the share of other comprehensive profit and loss acquired by the Company and its subsidiaries as other comprehensive profit or loss. If the share of losses recognized by the Company for a subsidiary is equal to or exceeds the equity in the subsidiary, the Company will continue to recognize losses in proportion to its shareholding.
-
If the change in the shareholding of the subsidiary does not result in a loss of control (transactions with non-controlling interests), it will be regarded as an equity transaction, which is being regarded as the transaction with the owner. Any difference between the adjusted amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized in equity.
-
When the Company loses control over the subsidiary, the remaining investment in the former subsidiary is remeasured at fair value and adopted as the fair value of the originally recognized financial assets or the cost of the originally recognized investment in affiliated enterprises or joint ventures. The difference between the fair value and the carrying amount is recognized as profit or loss of the current period. For all amounts previously recognized in other comprehensive profit or loss related to the subsidiary, the accounting treatment is the same as if the Company directly disposes of the relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive profit or loss will be reclassified as profit or loss when disposing of the relevant assets or liabilities, when control of the subsidiary is lost, the benefit or loss will be reclassified from equity to profit or loss.
-
Affiliated enterprises refer to all entities over which the Company has significant influence but no control, generally directly or indirectly holding more than 20% of their voting shares. The Company adopts the equity method to dispose of the investment in affiliated enterprises, and recognizes it at cost when acquired.
-
The Company recognizes the share of profit and loss acquired by the affiliated enterprises as profit and loss of the current period, and the share of other comprehensive profit and
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loss acquired by the Group as other comprehensive profit or loss. If the Company's share of losses to any affiliated enterprise is equivalent to or exceeds its equity in the affiliated enterprise (including any other unsecured receivables), the Company will not recognize further losses unless the Company has any legal or constructive obligations to, or has paid on behalf of the affiliated enterprise.
-
When the affiliate has any non-profit or loss and other comprehensive profit or loss equity changes that do not affect the shareholding ratio, the Company will recognize all equity changes as "capital surplus" based on the shareholding ratio.
-
The unrealized gains and losses arising from transactions between the Company and affiliates have been eliminated in proportion to its equity in the affiliated enterprises; unless there is further evidence that the assets transferred in the transaction have been impaired, unrealized losses will also be eliminated. Necessary adjustments have been made to the accounting policies of the affiliate, which are consistent with the policies adopted by the Group.
-
In the event that an affiliate issues new shares, and the Company does not subscribe to the new shares in accordance with the proportion, resulting in a change in the investment ratio but still having a significant impact on it, the increase or decrease of the change in the net equity value is to adjust the "capital surplus" and "investments accounted for under the equity method". If the proportion of investment is reduced, in addition to the above-mentioned adjustments, the gains or losses related to the reduction of ownership interests that have been previously recognized in other comprehensive profit or loss, and the gains or losses must be reclassified to profit or loss when disposing of related assets or liabilities, it shall be reclassified to profit or loss according to the reduction ratio.
-
According to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the profit or loss and other comprehensive income or loss for the current period in the parent company only financial statement should be the same as the apportionment of profit or loss and other comprehensive income or loss attributable to the owners of the parent company in the financial statements prepared on a consolidated basis, and the owners' equity in the individual financial statements should be the same as the equity attributable to the owners of the parent company only financial statement prepared on the basis of consolidation.
(24)Joint Agreements
For the interests in joint operations, the Company recognizes the direct rights (and their shares) to the assets, liabilities, income and expenses of the joint operations, and has included them in the applicable items of the parent company only financial statement.
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(25)Property, plants, and equipment
-
Real estate, plant and equipment are recorded on the basis of acquisition cost.
-
Subsequent costs are included in the book value of assets or recognized as a separate asset only when the future economic benefits related to the project are likely to flow into the Company and the cost of the project can be measured reliably. The book value of the replaced part shall be delisted. All other maintenance expenses are recognized as current profit or loss when incurred.
-
The subsequent measurement of property, plant and equipment adopts the cost model. Except for land, which is not listed for depreciation, the depreciation will be calculated using the straight-line method based on the estimated service life. If the composition of property, plant and equipment is significant, it will be depreciated separately.
-
The Company examines the residual value, service life and depreciation method of each asset at the end of each financial year. If the expected value of the residual value and service life is different from the previous estimate, or the future economic value contained in the asset If there is a significant change in the expected consumption pattern of benefits, it shall be handled in accordance with the accounting estimate change provisions of International Accounting Standard No. 8 "Accounting Policies, Changes in Accounting Estimates and Errors" from the date of the change.
The useful lives of each asset are as follows:
Houses and buildings 8 to 20 years
Office equipment 5 to 23 years
(26)Lessee's lease transaction - right-of-use asset/lease liability
-
Lease assets are recognized as right-of-use assets and lease liabilities on the day they become available to the Company. When the lease contract is a short-term lease or a lease of a low-value underlying asset, the lease payment is recognized as an expense during the lease period using the straight-line method.
-
Lease liabilities are recognized at the present value of unpaid lease payments discounted at the Company's incremental borrowing rate on the lease commencement date. Lease payments are fixed payments, less any lease incentives that can be received.
-
Subsequent adoption of the interest method is measured by the amortized cost method, and interest expenses are provided during the lease period. When the lease term or lease payment changes due to non-contract modification, the lease liability will be reassessed, and the re-measurement amount will be adjusted to the right-of-use asset.
-
The right-of-use asset is recognized at cost on the lease commencement date, and the cost is the original measured amount of the lease liability. Subsequent measurement is made
~201~
using the cost model, and depreciation expenses are provided when the service life of the right-of-use asset expires or when the lease period expires, whichever is earlier. When the lease liability is reassessed, the right-of-use asset will adjust any remeasurement of the lease liabilities.
- For a lease modification that reduces the scope of the lease, the lessee will reduce the book amount of the right-of-use asset to reflect partial or complete termination of the lease, and recognize the difference between it and the remeasured amount of the lease liability in profit or loss.
(27)Investment property
Investment real estate is recognized at acquisition cost, and the subsequent measurement adopts the cost model. Except for land, depreciation is provided by the straight-line method according to the estimated service life which ranges from 8 to 60 years.
(28)Impairment of non-financial assets
On the date on the balance sheet, the Company will estimate the recoverable amount of assets which may be subject to impairment, and recognize the impairment loss when the recoverable amount is lower than its book value. The recoverable amount is the fair value of an asset less costs of disposal or its value in use, whichever is higher. When the asset impairment recognized in the previous year does not exist or decreases, the impairment loss shall be reversed. However, the increase in the book value of the asset due to the reversal of the impairment loss shall not exceed the book amount of the asset after deducting depreciation or amortization if no impairment loss is recognized.
(29)Borrowings
Refers to short-term borrowings from banks. The Company measured it at the fair value less transaction costs at the time of original recognition, and subsequently recognized any difference between the price after deducting transaction costs and the redemption value, and adopted the effective interest method and amortizing procedures to recognize interest expenses during the circulation period in profit and loss.
(30)Notes and Accounts Payable
-
Refers to the debts incurred due to the purchase of raw materials, commodities, or services on credit, and the notes payable incurred due to business and non-business matters.
-
For unpaid short-term accounts and notes payable, since discounting has little effect, the Company measures them based on the original invoiced amount.
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(31)Delisting of financial liabilities
The Company delists financial liabilities when the obligations specified in the contract are performed, canceled or expired.
(32)Employee benefits
- Short-term employee benefits
Short-term employee benefits are at non-discounted amounts expected to be paid and are recognized as an expense when the related service is rendered.
-
Pension
-
For a definite contribution plan, the amount of the pension fund that shall be appropriated is recognized as the current pension cost on the basis of accruals. Advance payments are recognized as assets to the extent that they are refundable in cash or reduce future payments.
-
Severance benefits
-
Severance benefits are benefits provided when the employee's employment is terminated before the normal retirement date or when the employee decides to accept the company's welfare offer in exchange for the termination of employment. The Company recognizes an expense when it is no longer possible to withdraw the offer of termination benefits or when the related restructuring costs are recognized, whichever is earlier. Benefits that are not expected to be fully settled within 12 months after the balance sheet date will be discounted.
-
Employees and directors remuneration
-
Employee remuneration and directors' remuneration are recognized as expenses and liabilities when there is a legal or constructive obligation and the amount can be reasonably estimated. If there is a discrepancy between the actual distribution amount and the estimated amount in subsequent resolutions, it shall be treated as a change in accounting estimate. In addition, if employee remuneration is paid by stock, the basis for calculating the number of shares is the closing price on the day before the resolution of the board of directors.
(33)Income Tax
-
Income tax expense includes current and deferred income tax. Income taxes are recognized in profit or loss, except for income taxes that relate to items that are recognized in other comprehensive profit or loss or directly in equity, respectively.
-
The Company calculates current income tax based on the tax rate that has been enacted or substantively enacted on the balance sheet date in the country where the Group
~203~
operates and generates taxable income. The management level periodically assesses the status of income tax filings with respect to applicable income tax regulations and, where applicable, estimates income tax liabilities based on the expected tax payments to the taxation competent authorities. For undistributed earnings, additional income tax is levied in accordance with the Income Tax Law. In the year following the year in which the earnings are generated, the undistributed earnings income tax expense shall be recognized based on the distribution of the actual earnings after the shareholders' meeting approves the earnings distribution proposal.
-
The balance sheet method is adopted for deferred income tax, which is recognized according to the temporary difference between the tax basis of assets and liabilities and their carrying amount on the parent company only balance sheet. Deferred income tax liabilities arising from the original recognition of goodwill are not recognized if the deferred income tax arises from the original recognition of assets or liabilities in a transaction (excluding business combinations) and at the time of the transaction If it does not affect accounting profit or taxable income (tax loss), it will not be recognized. For temporary differences related to investment in subsidiaries and affiliated enterprises, if the Company can control the timing of the reversal of the temporary difference and it is highly likely that the temporary difference will not reverse in the foreseeable future, it will not be recognized. The deferred income tax is based on the tax rate (and taxation laws) that has been enacted or substantively enacted on the balance sheet date and is expected to be applicable when the relevant deferred income tax assets are realized or the deferred income tax liabilities are settled.
-
Deferred income tax assets are recognized within the scope of temporary differences, unused tax losses and unused income tax credits that are likely to be available in future taxable income, and are reassessed on each balance sheet date. Evaluate unrecognized and recognized deferred tax assets.
-
The later part of the unused income tax deduction due to the purchase of equipment or technology, research and development expenditure, and equity investment, etc., which is within the scope of future taxable income that is likely to be used for the unused income tax deduction. Recognize deferred income tax assets.
(34)Dividend distribution
The dividends distributed to the shareholders of the Company are recognized in the financial report when the shareholders' meeting of the Company resolves to distribute dividends, and the distribution of cash dividends is recognized as the liability.
(35)Revenue recognition
- Product sales
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The Company’s main commodities are wool tops, shrink-resistant wool tops and shrink-resistant loose wool, etc. Sales revenue is recognized when the goods are sold to customers, and revenue is recognized based on the price stated in the contracts.
- Lease revenue
A lease is classified as a finance lease when the terms of the lease transfer substantially all the risks and rewards of the leased asset to the lessee. The others are classified as operating leases. Under a finance lease, amounts due from the lessee are included as lease receivables. Financing income is apportioned to each accounting period to reflect the fixed rate of return available in each period. Lease income from operating leases is recognized as income on a straight-line basis over the term of the relevant lease.
(36)Organizational restructuring under joint control
-
According to the IFRS Q&A of "Accounting Concerns about Business Combinations under Joint Control" issued by the Accounting Research and Development Foundation on October 26, 2018, due to the International Financial Reporting Standard No. 3 "Business Combinations", there is no clear regulation on the merger of enterprises under joint control, so the accounting treatment of organizational reorganization within the group shall still apply the provisions of the relevant explanation letters issued in Taiwan. The book value method is adopted, and it is regarded as the restructuring of the previous financial statements from the beginning of the merger.
-
In the third quarter of 2022, the Company acquired 33% of the equities of Hanlin Development Co., Ltd. (hereinafter referred to as Hanlin Development), a subsidiary of Hanshen Asset Management Co., Ltd. (the ultimate parent company of the Group), and obtained more than half of seats of its board of directors. Because this equity transaction is an organizational reorganization under common control, according to the ARDF official letter (2012) Ji Mi Zi No. 301, the Company considers that Hanlin Development has been merged from the beginning, and when recompiling the financial statements of previous years, it shall attribute the share of the equity originally belonged to the shareholders of Hanlin Development (Hanshin Asset Management Co., Ltd.) to the "equity owned by the previous holder under the joint control", and the share of profits and losses originally belonged to the shareholders of Hanlin Development (Hanshin Asset Management Co., Ltd.) shall attributed to the "net profit (loss) owned by the previous holder under the joint control".
~205~
V. Major sources of uncertainty in major accounting judgments, estimates and assumptions
When the Company prepared these parent company only financial statements, the management level has adopted its judgment to determine the accounting policies adopted, and made accounting estimates and assumptions based on the current situation at the balance sheet date and reasonable expectations of future events. The major accounting estimates and assumptions made may differ from the actual results, and will be continuously evaluated and adjusted taking into account historical experience and other factors. These estimates and assumptions have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Please explain in detail the following explanations on the uncertainty of major accounting judgments, estimates and assumptions:
(I) Important Judgments for Adoption of Accounting Policies
None.
(II) Important Accounting Estimates and Assumptions
Impairment testing of investment using the equity method
When there is an indication of impairment that an investment using the equity method may have been impaired so that the carrying amount cannot be recovered, the Company immediately assesses the impairment of the investment. The Company evaluates the recoverable amount based on the discounted present value of the expected future cash flow of the invested company, and analyzes the rationality of the relevant assumptions. On December 31, 2022, the Company's investment using the equity method after recognizing impairment losses was NT$1,319,796.
VI. Explanation of important accounting items
(I) Cash and cash equivalents
| Working capital Demand deposits Time deposits |
December 31,2022 $ 30 235,132 30,000 $ 265,162 |
December 31,2021 |
|---|---|---|
| $ 30 188,121 230,000 |
||
| $ 418,151 |
-
The credit quality of the financial institutions that the Company interacts with is good, and the Company interacts with a number of financial institutions to diversify the credit risk, and the risk of default is expected to be very low.
-
The Company does not pledge any cash or cash equivalents.
~206~
(11)Financial assets at amortized cost- Current
| Time deposits | December 31,2022 $ 80,000 |
December 31,2021 |
|---|---|---|
| $ 20,000 |
-
In 2022 and 2011, the Company's interest income recognized in profit or loss due to financial assets at amortized cost was NT$186 and NT$100 (tabled as "interest income") respectively.
-
Without regard to the collateral held or other credit enhancements, it is the most representative of the financial assets held by the Company at amortized cost. On December 31, 2022 and 2021, the amount of the maximum credit risk exposure was NT$80,000 and NT$20,000, respectively.
-
The Company has not provided financial assets at amortized cost as pledge guarantees.
(12)Notes receivable and net accounts
| Notes receivable Accounts receivable |
December 31,2022 $ 2,210 $ - |
December 31,2021 |
|---|---|---|
| $ 260 | ||
| $ 2,615 |
-
The Company's notes receivable and accounts receivable are not overdue.
-
The Company's notes receivable and accounts receivable balances on December 31, 2022 and 2021 were all due to customer contracts, and the balance of receivables from customer contracts on January 1, 2021 was NT$11,729.
-
The Company has not provided pledge guarantees for bills receivable and accounts.
-
Regardless of the collateral held or other credit enhancements, the amount of exposure that best represents the maximum credit risk of the Company's notes and accounts receivable on December 31, 2022 and 2021 were NT$2,210 and NT$2,875 respectively.
-
Please refer to Note 12 (2) for the credit risk information of relevant notes receivable and accounts receivable.
(13)Inventory
| Building and land under construction Project Kuo Yang Intercontinental (previously known as Project Neihu Jiuzong) Project Kuo Yang Digital (previously known as project Sanchong Chunghsing) Project Zhonghe Chungyuan |
December 31,2022 $ 384,372 372,755 510,863 |
December 31,2021 |
|---|---|---|
| $ 319,340 288,952 - |
~207~
| Project Tucheng Zhongyi | 248,109 $ 1,516,099 |
243,242 |
|---|---|---|
| $ 851,534 |
-
The inventories as of December 31, 2022 and 2021 were the percentage of shares held by the Company in joint operations. Please refer to Note 6(5) for details.
-
The cost of inventories recognized as expense losses by the Company in 2022 and 2021 were NT$17,601 and NT$78,771, respectively.
-
The capitalized amount of the inventory interest of the Company in 2022 and 2021 was NT$14,635 and NT$7,015, respectively, and the capitalized interest rate was 1.80%~3.00% and 1.80%~1.83%, respectively.
-
Please refer to Note 8 for details of the Company's provision of guarantees for inventories.
-
(14)Joint Operation
-
Part of the Company's development projects are joint operations. For the rights and interests of joint operations, the Company recognizes its direct interests (and their shares) in the assets, liabilities, income and expenses of joint operations, and has included them in the parent company only financial statement of the applicable items.
-
The information on the joint operation and development projects held by the Company is as follows:
| follows: | |||
|---|---|---|---|
| Shareholding | |||
| Project name | percentage | Co-builder | Description |
| Project Zhonghe Chungyuan |
40% | Chengli International Development Co., Ltd. and three other companies |
Zhonghe District, New Taipei City |
| Project Kuo Yang | 15% | Kuo Yang Construction Co., Ltd. | Sanchong District, |
| Digital | and three other companies | New Taipei City | |
| (Original Sanchong | |||
| Zhongxing Project) | |||
| Project Kuo Yang | 10% | Kuo Yang Construction Co., Ltd. | NeihuDistrict, |
| Intercontinental | and four other companies | Taipei City | |
| (Original Neihu Jiuzong | |||
| Project) | |||
| Project Tucheng | 10% | Kuo Yang Construction Co., Ltd. | Tucheng District, |
| Zhongyi | and three other companies | New Taipei City |
- The aggregate information on the shares of joint operation held by the Company is as follows:
December 31, 2022
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| Project | Kuo Yang | Project Tucheng | Project Tucheng | Project Kuo | Project Kuo | Project | Zhonghe | |
|---|---|---|---|---|---|---|---|---|
| Intercontinental | Zhongyi | Yang | Digital | Chungyuan |
||||
| Balance Sheet | ||||||||
| Current assets | ||||||||
| Inventory | $ | 384,372 | $ | 248,109 |
$ | 372,755 | $ | 510,863 |
| Other current | 9,532 | 1,801 | 15,521 | 18,267 | ||||
| assets | ||||||||
| 393,904 | 249,910 | 388,276 | 529,130 | |||||
| Non-current assets | 20 | - | - | - | ||||
| Total assets | $ | 393,924 | $ | 249,910 |
$ | 388,276 | $ | 529,130 |
| Current liabilities | ||||||||
| Short-term | $ | 261,178 | $ | 149,710 |
$ | 267,900 | $ | 324,734 |
| borrowings | ||||||||
| Other current | 16,925 | 438 | 549 | 3,446 | ||||
| liabilities | ||||||||
| 278,103 | 150,148 | 268,449 | 328,180 | |||||
| Non-current liabilities | - | 24 | - | 601 | ||||
| Total liabilities | $ | 278,103 | $ | 150,172 |
$ | 268,449 | $ | 328,781 |
| Statement of | ||||||||
| Comprehensive | ||||||||
| Income | ||||||||
| Income | $ | 286 | $ | 137 |
$ | - | $ | 362 |
| Costs | $ | - | $ | - |
$ | - | $ | - |
| Expenses | $ | 255 | $ | 274 |
$ | 237 | $ | 59 |
| December 31, | 2021 | |||||||
| Project Kuo Yang Project Tucheng Project Kuo Yang |
Project | Zhonghe | ||||||
| Intercontinental | Zhongyi | Digital | Chungyuan | |||||
| BalanceSheet | ||||||||
| Current assets | ||||||||
| Inventory | $ | 319,340 | $ | 243,242 | $ | 288,952 | $ | - |
| Other current | - | |||||||
| assets | 15,073 | 1,903 | 41,410 | |||||
| 334,413 | 245,145 | 330,362 | - | |||||
| Non-current assets | - | - | - | - | ||||
| Totalassets | $ | 334,413 | $ | 245,145 | $ | 330,362 | $ | - |
~209~
| Current liabilities Short-term borrowings Other current liabilities Non-current liabilities Total liabilities Statement of Comprehensive Income Income Costs Expenses |
December 31,2021 |
|---|---|
| Project Kuo Yang Intercontinental Project Tucheng Zhongyi Project Kuo Yang Digital Project Zhonghe Chungyuan |
|
| $ 237,900 $ 144,920 $ 225,000 $ - 539 327 321 - |
|
| 238,439 145,247 225,321 - |
|
| 200 24 - - |
|
| $ 238,639 $ 145,271 $ 225,321 $ - |
|
| $ 1,006 $ 46 $ 102 $ - |
|
| $ - $ - $ - $ - |
|
| $ 237 $ 177 $ 62 $ - |
(15)Financial assets at FVTOCI - non-current
| Equity instruments Stocks of listed/OTC companies Evaluation adjustment |
December 31,2022 | December 31,2021 |
|---|---|---|
| $ 218,814 ( 137,539) |
$ 218,814 ( 107,882) |
|
| $ 81,275 | $ 110,932 |
-
The Company categorizes strategic investments and equity instrument investments for stable dividend collection as financial assets at fair value through other comprehensive profit and loss, and the fair values of these investments on December 31, 2022 and 2021 were NT$81,275 and NT$110,932, respectively.
-
The details of the financial assets at fair value through other comprehensive profit and loss recognized in profit or loss and comprehensive profit or loss are as follows:
other comprehensive income or loss
2022 2021 Financial assets measured at fair value through
~210~
| Equity instruments measured at fair value | |||
|---|---|---|---|
| Changes in fair value recognized in other | |||
| comprehensive profit or loss | ($ | 29,657) ($ | 60,506) |
| Accumulated gain or loss due to | |||
| derecognition | |||
| Listed as retained earnings | $ | 76 $ | 42,041 |
| Dividend income recognized in profit or loss | |||
| Held at the end of the current period | $ | - $ | 9,056 |
-
Regardless of the collateral held or other credit enhancements, the most representative of the financial assets held by the Company at fair value through other comprehensive profit and loss. On December 31, 2022 and 2021, the amount of risky exposure with the largest credit risk was NT$81,275 and NT$110,932, respectively.
-
The Company has not provided financial assets at FVTOCI as pledge guarantees.
(16)Investments accounted for using equity method
| 2022 January 1 $ 1,692,540 Refund of capital reduction of investments under the equity method ( 299,330) Investment gains and losses recognized using the equity method 188,751 Distribution of investment surplus using the equity method ( 147,000) Impairment losses on investments using the equity method ( 46,403) Changes in capital surplus 7,372 Changes in other equity ( 76,134) December 31 $ 1,319,796 December 31,2022 Investee HCW Investment Co., Ltd. $ 219,671 Hanlin Development Co., Ltd. 267,085 -Affiliate Hanshin Shopping Plaza Co., Ltd. 779,176 Jollify Creative, Ltd. 53,864 |
2022 | 2022 | 2021 | 2021 |
|---|---|---|---|---|
| $ 1,608,923 - 162,489 ( 47,209) - 134,307 ( 165,970) |
||||
| $ 1,319,796 | $ 1,692,540 | |||
| December 31,2022 $ 219,671 267,085 779,176 53,864 |
December 31,2021 | |||
| $ 483,370 347,601 753,975 40,268 |
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| Jollify4ever Ltd. | $ 1,319,796 | 67,326 |
|---|---|---|
| $ 1,692,540 |
-
For information on subsidiaries, please refer to Note 4(3) of the Company's 2022 consolidated financial statements.
-
The Company acquired 33% of the equity of Hanlin Development Industry Co., Ltd. in the third quarter of 2022, and acquired more than half of the seats in the Board of Directors. Therefore, the equity transaction belongs to the organizational reorganization under common control, and it should be considered as acquired from the beginning. Therefore, the 2021 parent company only financial statements have been restated retrospectively. For information on the organizational reorganization, please refer to Note 6(26).
-
Affiliates
-
(1) Basic information of the major affiliates of the Company is as follows:
| Company name Principal place of business |
Shareholding percentage December 31, 2022 December 31, 2021 Nature of relationship Measurement method |
|---|---|
| Hanshin Shopping Plaza Co., Ltd. Taiwan |
16.00% 16.00% - Affiliate Equity method |
- (2) The summarized financial information of the major affiliates of the Company is as follows:
Balance Sheet
| Balance Sheet | ||
|---|---|---|
| Current assets Non-current assets Current liabilities Non-current liabilities Total netassets Shareholding in the affiliate's netassets Goodwill Book value of affiliated enterprises |
Hanshin Shopping Plaza Co., Ltd. | |
| December 31,2022 | December 31,2021 | |
| $ 3,524,083 9,144,384 ( 3,398,127) ( 6,472,357) |
$ 2,134,400 9,785,432 ( 2,344,037 ( 6,954,504 |
|
| $ 2,797,983 | $ 2,621,291 | |
| $ 483,520 295,657 |
$ 458,318 295,657 |
|
| $ 779,177 | $ 753,975 |
~212~
Statement of Comprehensive Income
| Statement of Comprehensive Income | ||
|---|---|---|
| Income Net income from continuing operations Other comprehensive income (net, after tax) Total comprehensive income of the current period |
Hanshin Shopping Plaza Co., Ltd. | |
| 2022 | 2021 | |
| $ 3,102,720 | $ 3,071,114 | |
| $ 1,092,767 ( 338,884) |
$ 999,015 ( 322,909) |
|
| $ 753,883 | $ 676,106 |
- (3) As of December 31, 2022 and 2021, the total book value of the individual non-significant affiliates of the Company was NT$53,864 and NT$107,594, respectively. The share of the operating result is summarized as follows:
| the operating result is summarized as follows: | ows: | |
|---|---|---|
| 2022 Net loss from continuing operations ($ 10,594) Other comprehensive income (net, after tax) ( 4,105) Total comprehensive income of the current period ($ 14,699) |
2022 | 2021 |
| ($ 40,851) 5,069 |
||
| ($ 14,699) | ($ 35,782) |
-
In 2022, the Company assessed that the investment in Jollify4ever Ltd. using the equity method had been impaired, so it recognized an impairment loss of NT$46,403 and listed it in "Other Gains and Losses".
-
Jollify Creative, Ltd. handled a cash capital increase in September 2022. The Company did not subscribe according to the shareholding ratio, and hence the shareholding ratio of Jollify Creative, Ltd. decreased from 46.83% to 37.46%. The Company is the largest single shareholder of that company. Since other shareholders (non-related persons) have signed a shareholder agreement, it shows that the company has no actual ability to lead relevant activities, so it is judged that it has no control over the company and only has a significant influence.
-
Jollify4ever Ltd. was split and reduced its capital by resolution of the extraordinary shareholders’ meeting in November 2021. Jollify4ever Ltd. split the business value of NT$80,000 to the newly established Jollify Creative, Ltd., and held it according to the shareholding ratio of the original shareholders. Therefore, the Company acquired 46.83% of equities of Jollify Creative, Ltd., making it the largest single shareholder of the company, because other shareholders (non-related parties) have signed a shareholder agreement, which shows that the Company has no actual ability to lead relevant activities, so it is deemed that it has no control over the company and only has a significant influence.
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(17)Property, plants, and equipment
1. Details are as follows:
| 1. Details are as follows: | ||||
|---|---|---|---|---|
| January 1 Costs Accumulated depreciation and impairment January 1 Depreciation expense December 31 December 31 Costs Accumulated depreciation and impairment |
2022 | |||
| Land $ 61 - $ 61 $ 61 - $ 61 $ 61 - $ 61 |
Houses and buildings |
Office equipment $ 1,537 ( 1,420) $ 117 $ 117 ( 25) $ 92 $ 1,537 ( 1,445) $ 92 |
Total | |
| $ 310 ( 296) |
$ 1,908 ( 1,716) |
|||
| $ 14 | $ 192 | |||
| $ 14 - |
$ 192 ( 25) |
|||
| $ 14 | $ 167 | |||
| $ 310 ( 296) |
$ 1,908 ( 1,741) |
|||
| $ 14 | $ 167 |
| January 1 Costs Accumulated depreciation and impairment January 1 Depreciation expense December 31 December 31 Costs Accumulated depreciation and impairment |
2021 | 2021 | ||
|---|---|---|---|---|
| Land $ 61 - $ 61 $ 61 - $ 61 $ 61 - $ 61 |
Houses and buildings |
Office equipment $ 1,537 ( 1,396) $ 141 $ 141 ( 24) $ 117 $ 1,537 ( 1,420) $ 117 |
Total | |
| $ 310 ( 296) |
$ 1,908 ( 1,692) |
|||
| $ 14 | $ 216 | |||
| $ 14 - |
$ 216 ( 24) |
|||
| $ 14 | $ 192 | |||
| $ 310 ( 296) |
$ 1,908 ( 1,716) |
|||
| $ 14 | $ 192 |
-
No guarantees are provided for the Company's property, plant and equipment.
-
Due to the trust contract entered into with the bank, the ownership of the Company's land, buildings and buildings is registered in the name of the bank.
(18)Lease transactions - Lessee
-
The underlying assets leased by the Company include office equipment and buildings, and the lease contract period is usually 1 to 5 years. Lease contracts are negotiated individually and contain various terms and conditions. Except that the leased assets may not be used as loan guarantees, no other restrictions are imposed.
-
The book value of the right-of-use assets and the information of recognized depreciation expenses are as follows:
~214~
| December 31,2022 | December 31,2022 | December 31,2021 | ||
|---|---|---|---|---|
| Book value | Book value | |||
| Office equipment | $ | 13 | $ | 46 |
| 2022 | 2021 | |||
| Depreciation expense | Depreciation expense | |||
| Office equipment | $ | 33 | $ | 33 |
| The increase in the Company's right-of-use assets in 2022 and 2021 was NT$0. | ||||
| The information of income items related to lease contracts is as follows: | ||||
| 2022 | 2021 | |||
| Items affecting current profit and loss | ||||
| Interest expense of lease liabilities | $ | - | $ | 1 |
| Expenses of short-term lease contracts | 2,257 | 2,244 |
-
The increase in the Company's right-of-use assets in 2022 and 2021 was NT$0.
-
The information of income items related to lease contracts is as follows:
-
The total cash outflow for leases of the Company in 2022 and 2021 amounted to NT$2,291 and NT$2,278, respectively.
(19)Investment property
- Investment property refers to the Company's own investment property. The Company signs commercial property lease contracts for its own investment properties. The lease contract term is usually 1~2 years, and the details are as follows:
| January 1 Depreciation expense December 31 January 1 Depreciation expense December 31 |
2022 | ||
|---|---|---|---|
| Land $ 72,160 - $ 72,160 |
Houses and buildings |
Total | |
| $ 59,349 ( 2,071) |
$ 131,509 ( 2,071) |
||
| $ 57,278 | $ 129,438 | ||
| 2021 | |||
| Land $ 72,160 - $ 72,160 |
Houses and buildings |
Total | |
| $ 61,420 ( 2,071) |
$ 133,580 ( 2,071) |
||
| $ 59,349 | $ 131,509 |
~215~
- Rent income and direct operating expenses of investment property:
| Rental income from investment real estate Direct operating expenses incurred in the investment real estate generating rental income in the current period Direct operating expenses incurred in the investment real estate not generating rental income in the current period |
2022 2021 $ 2,212 $ 2,195 $ 448 $ 493 $ 2,530 $ 2,508 |
|---|---|
-
The fair value of the investment property held by the Company as of December 31, 2022 and 2021 were NT$248,060 and NT$209,880, respectively, which were taken into consideration of the According to the evaluation result of the experts, this evaluation adopts the income approach and belongs to Level 3 fair value. The main assumption is that the income capitalization rate is 1.20%~1.50%.
-
The Company does not provide any investment property as collateral.
-
(20)Short-term borrowings
| Nature of loan Bank loans Secured loans Credit loans Nature of loan Bank loans Secured loans |
December 31, 2022 $ 980,244 113,278 $ 1,093,522 December 31, 2021 $ 607,820 |
Interest rate range Collaterals |
|---|---|---|
| 2.425%~2.635%Please refer to Note 8 2.425%~2.525%None Interest rate range Collaterals |
||
| 1.8%~1.83% Please refer to Note 8 |
-
Guaranteed borrowings recognized in the book are the shares recognized by the Company for its participation in joint operations based on its percentage. Please refer to Note 6(5) for details.
-
The interest expenses recognized in profit or loss in 2022 and 2021 were NT$380 and NT$0, respectively.
~216~
(21)Pension
Since July 1, 2005, the Company has established a defined retirement contribution in accordance with the "Labor Pension Act", which is applicable to domestic employees. The Company shall contribute 6% of their monthly salaries into individual accounts held by the Bureau of Labor Insurance for employees who elect to apply the labor pension system under the "Labor Pension Act". Depending on the amount of the personal pension account and the accumulated income, the pension will be paid on a monthly basis or in lump sum.
In 2022 and 2021, the Company recognized pension cost amounting to NT$595 and NT$548, respectively, in accordance with the above regulations governing the recognition of pension fund.
(22)Share capital
As of December 31, 2022 and 2021, the Company's authorized capital was NT$1,100,000, which was divided into 110,000 thousand shares and issued in tranches. The paid-in capital was NT$920,000, and the par value was NT$10 per share. The payment for the shares issued by the Company has been received.
(23)Capital surplus
-
According to the requirements of IFRS Questions and Answers, Letter (95) Ji-Mi-Zi No. 081 and Letter (100) Ji-Mi-Zi No. 390 published by the Accounting Research and Development Foundation on October 26, 2018, the acquisition of the Company's shares in Hanlin Development, a subsidiary of the ultimate parent company, is considered an organizational reorganization under common control as described in Note 6, (26). The consideration paid by the Company exceeds the ultimate parent company's book value of the investment under the equity method, and capital surplus-issuance premium shall be adjusted. If the capital surplus-issuance premium is insufficient, the retained earnings shall be adjusted down.
-
According to the Company Act, in addition to the surplus from the issuance of shares in excess of the par value and from the capital surplus from the receipt of gifts, which may be used to make up for losses, the Company shall pay dividends, in which case new shares or cash may be issued, in proportion to the original shares when the Company has no accumulated losses. new shares or cash. In addition, according to the relevant regulations of the Securities and Exchange Act, the total amount of the above-mentioned capital surplus to be appropriated as capital may not exceed 10% of the paid-in capital each year. The Company may not use the surplus reserve to supplement the capital deficit, except when there is insufficient surplus reserve to cover the capital deficit.
~217~
| December | 31,2022 | December | 31,2021 | |
|---|---|---|---|---|
| Treasury stock trading | $ | 8,516 | $ | 8,516 |
| Impact of organizational reorganization | 30,461 | - | ||
| Disposal of equity instruments at FVTOCI by | ||||
| affiliates | 11,286 | 11,286 | ||
| Changes in the net equity value of affiliates | 132,421 | 125,049 | ||
| Others | 170 | 170 | ||
| $ | 182,854 | $ | 145,021 |
(24)Retained earnings
-
According to the Articles of Incorporation, annual surpluses concluded by the Company are first subject to taxation and making up for previous losses, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws. The residual balance (if any) can then be added to undistributed earnings carried from previous years per board resolution, and the shareholder meeting resolved to distribute shareholder bonus shares.
-
On June 23, 2022, the shareholders' meeting approved the amendment to the Company's Articles of Association. According to the surplus distribution policy of the Company's Articles of Association, profit distribution or loss compensation can be carried out after the end of each quarter in accordance with the Company Act. When distributing surplus, it is necessary to estimate and retain tax payables, make up for losses according to law, set legal reserves, and transfer or reverse special reserves in accordance with relevant laws and regulations. When the distribution of earnings in this item is made by issuing new shares, it shall be subject to a resolution of the shareholders' meeting in accordance with Article 240 of the Company Act; if it is distributed in cash, it shall be subject to a resolution of the board of directors.
-
The Company's dividend distribution policy depends on factors such as the company's current and future investment environment, capital needs, domestic and foreign competition conditions, and capital budgets, taking into account the interests of shareholders, balancing dividends, and the company's long-term financial planning. Dividends shall be distributed in combination, of which cash dividends shall not be less than 20% of the total dividends.
-
According to the Company Act, the legal reserve shall be contributed until its total amount reaches the total capital. The legal reserve shall not be used except to make up for the company's losses and to issue new shares or cash in proportion to the shareholders'
~218~
original shares. However, the issuance of new shares or cash shall be limited to the portion of the reserve exceeding 25% of the paid-in capital.
-
When the Company distributes surplus, according to the laws, the debit balance of other equity items on the balance sheet date of the current year shall be withdrawn as a special reserve for distribution. When the debit balance of other equity items is subsequently reversed, the reversed amount may be included in the distributable surplus.
-
When adopting IFRSs for the first time, the special surplus reserve was listed in the official letter Jin Guan Zheng Fa Zi No. 1010012865 issued on April 6, 2012. When the Company subsequently uses, disposes or reclassifies the relevant assets, it will reverse the original proportion of the special reserve.
-
On August 12, 2021, the shareholders’ meeting of the Company resolved not to distribute surplus for 2020. On June 23, 2022, the shareholders' meeting resolved to distribute surplus for 2021 as follows:
| surplus for 2021 as follows: | ||
|---|---|---|
| Legal reserve Cash dividends |
2021 | |
| Amount $ 15,236 18,400 |
Dividend per share (NT$) |
|
| $ 0.20 |
- On March 27, 2023, the Company's 2022 surplus distribution proposed by the board of directors is as follows:
| Legal reserve Special reserves Cash dividends |
2022 | 2022 |
|---|---|---|
| Amount $ 7,337 204,188 27,600 |
Dividend per share (NT$) |
|
$ 0.30 |
~219~
(25)Other equity items
| (26) | 2022 2021 Unrealized gains or losses on financial assets at FVTOCI Unrealized gains or losses on financial assets at FVTOCI January 1 ($ 117,229) $ 133,334 Evaluation adjustment: - The Company ( 29,657) ( 60,506) - Investee ( 11,708) ( 119,146) - Affiliate ( 65,122) ( 39,192) Valuation adjustment transferred to retained earnings - Investee ( 76) ( 42,041) - Affiliate 19,604 10,322 December 31 ($ 204,188) ($ 117,229) Revenue Product sales Lease Total 2022 Time for revenue recognition Revenue recognized at a point in time $ 14,780 $ - $ 14,780 Revenue transferred over time - 2,996 2,996 $ 14,780 $ 2,996 $ 17,776 2021 Time for revenue recognition Revenue recognized at a point in time $ 75,450 $ - $ 75,450 Revenue transferred over time - 3,349 3,349 $ 75,450 $ 3,349 $ 78,799 |
2022 2021 Unrealized gains or losses on financial assets at FVTOCI Unrealized gains or losses on financial assets at FVTOCI January 1 ($ 117,229) $ 133,334 Evaluation adjustment: - The Company ( 29,657) ( 60,506) - Investee ( 11,708) ( 119,146) - Affiliate ( 65,122) ( 39,192) Valuation adjustment transferred to retained earnings - Investee ( 76) ( 42,041) - Affiliate 19,604 10,322 December 31 ($ 204,188) ($ 117,229) Revenue Product sales Lease Total 2022 Time for revenue recognition Revenue recognized at a point in time $ 14,780 $ - $ 14,780 Revenue transferred over time - 2,996 2,996 $ 14,780 $ 2,996 $ 17,776 2021 Time for revenue recognition Revenue recognized at a point in time $ 75,450 $ - $ 75,450 Revenue transferred over time - 3,349 3,349 $ 75,450 $ 3,349 $ 78,799 |
|---|---|---|
| $ 14,780 2,996 $ 17,776 |
||
| $ 75,450 3,349 $ 78,799 |
-
The Company's revenue from contracts with customers comes from the transfer of goods at a certain point in time or the gradual transfer of services over time . The amount in 2022 and 2021 was NT$14,780 and NT$75,450, respectively.
-
The Company did not recognize contract assets and contract liabilities related to customer contract revenue as of December 31, 2022 and 2021.
~220~
(27)Interest income
| Interest on bank deposit Interest income from financialassetsat amortized cost |
2022 $ 1,419 186 $ 1,605 |
2021 |
|---|---|---|
| $ 1,171 100 $ 1,271 |
(28)Other income
| Dividend income Other income - others |
2022 $ - 288 $ 288 |
2021 $ 9,056 523 $ 9,579 |
|---|---|---|
(29)Other gains and losses
| 2022 2021 Foreign exchange gain $ 2,835 $ 172 Impairment losses on investments using the equity method ( 46,403) Other gains and losses ( 2) ( 12 Gains on financialassetsat fairvaluethrough profit or loss 2,491 ($ 43,570) $ 2,651 nancial cost 2022 2021 Interest expense Bank loans $ 14,894 $ 7,015 Interest on lease liabilities - 1 Others 126 4 15,020 7,020 Less: Amount of capitalizedassetsthat meet the criteria ( 14,635) ( 7,015) $ 385 $ 5 |
2022 2021 Foreign exchange gain $ 2,835 $ 172 Impairment losses on investments using the equity method ( 46,403) Other gains and losses ( 2) ( 12 Gains on financialassetsat fairvaluethrough profit or loss 2,491 ($ 43,570) $ 2,651 nancial cost 2022 2021 Interest expense Bank loans $ 14,894 $ 7,015 Interest on lease liabilities - 1 Others 126 4 15,020 7,020 Less: Amount of capitalizedassetsthat meet the criteria ( 14,635) ( 7,015) $ 385 $ 5 |
2022 2021 Foreign exchange gain $ 2,835 $ 172 Impairment losses on investments using the equity method ( 46,403) Other gains and losses ( 2) ( 12 Gains on financialassetsat fairvaluethrough profit or loss 2,491 ($ 43,570) $ 2,651 nancial cost 2022 2021 Interest expense Bank loans $ 14,894 $ 7,015 Interest on lease liabilities - 1 Others 126 4 15,020 7,020 Less: Amount of capitalizedassetsthat meet the criteria ( 14,635) ( 7,015) $ 385 $ 5 |
2021 |
|---|---|---|---|
| $ 172 ( 12 2,491 |
|||
| $ 2,651 | |||
| 2022 | 2021 | ||
| $ 14,894 - 126 |
$ 7,015 1 4 |
||
| 7,020 ( 7,015) $ 5 |
(30)Financial cost
~221~
(31)Additional Information on Nature of Expenses
| Employee welfare expenses Depreciation expense Employee welfare expenses Depreciation expense Amortization expense |
2022 | ||
|---|---|---|---|
| Attributable to operating costs $ - 2,071 $ 2,071 |
Attributable to operating expenses $ 20,574 58 $ 20,632 |
Total | |
| $ 20,574 2,129 |
|||
| $ 22,703 | |||
| 2021 | |||
| Attributable to operating costs $ - 2,071 - $ 2,071 |
Attributable to operating expenses $ 20,941 57 6 $ 21,004 |
Total | |
| $ 20,941 2,128 6 |
|||
| $ 23,075 |
(32)Employee welfare expenses
| Salary expenses Labor and health insurance premiums Pension expense Director Compensation Other employee expenses |
2022 $ 10,068 1,046 595 8,129 736 $ 20,574 |
2021 $ 10,238 1,050 548 8,303 802 $ 20,941 |
|---|---|---|
-
According to the Company's Articles of Incorporation, the Company shall appropriate 0.5%~5% of the balance as the remuneration to employees, and no more than 0.2% to the remuneration to Directors, after deducting the accumulated losses based on the current profit status of the Company.
-
The remuneration to employees was estimated at NT$559 and NT$683 in 2022 and 2021, respectively; the remuneration to directors was estimated at NT$559 and NT$683 .
The remuneration to employees and directors of 2022 was estimated based on the profits of the year and the Articles of Incorporation.
The remuneration to employees and directors was approved by the Company's Board
~222~
of Directors on March 23, the amounts were consistent with the recognized amounts in the 2021 financial report.
Information on remuneration to employees and directors approved by the Company's Board of Directors is available on the Market Observation Post System.
(33)Income Tax
1. Income tax expenses
Components of income tax expense:
| Components of income tax expense: | ||||
|---|---|---|---|---|
| 2022 Currentincome tax: Additionaltaxon undistributed earnings $ 5,936 Underestimation of income tax in previous years - Total income tax for the period 5,936 Deferredincome tax: The original generation and reversal of temporary difference 555 Income taxexpenses $ 6,491 Relationship between income tax expenses and accounting profit 2022 Income tax on net profit before tax calculated at statutory tax rate $ 22,377 Income exempted from taxation under the Tax Act ( 28,478) Additionaltaxon undistributed earnings 5,936 Deferred income tax assets for unrecognized taxation losses 6,656 Overestimation/Underestimation of income tax in previous years - Income taxexpenses $ 6,491 |
2022 $ 5,936 - 5,936 555 $ 6,491 and accounting profit 2022 |
2022 | 2021 | |
| $ 5,936 - 5,936 |
$ - 6,834 6,834 |
|||
| 555 $ 6,491 |
33 $ 6,867 |
|||
| 2021 | ||||
| $ 27,028 ( 32,231) - 5,236 6,834 |
||||
| $ 6,491 | $ 6,867 |
2. Relationship between income tax expenses and accounting profit
- The amounts of deferred income tax assets or liabilities arising from temporary differences are as follows:
~223~
2022
Recognized
in other
Recognized in comprehensiv December January 1 profit or loss e net income 31
Deferred income tax assets
Impairment loss of
| Deferredincome tax assets Impairment loss of |
January1 | Recognized in profit or loss in other comprehensiv e net income |
in other comprehensiv e net income |
December 31 |
|---|---|---|---|---|
| investmentproperty Unrealized exchange loss Deferredincome taxliabilities Valuation of financialassets Unrealized exchange gain |
$ 338 57 |
$ - $ - ( 57) - ($ 57) $ - $ 13$ - ( 511) - ($ 555)$ - 2021 |
$ - - |
$ 338 - |
| $ 395 | $ - | $ 338 | ||
| ($ 13) - |
$ - - |
$ - ( 511) |
||
| $ 382 | $ - | ($ 173) | ||
| Deferredincome tax assets Impairment loss of investmentproperty Unrealized exchange loss Deferredincome taxliabilities Valuation of financialassets |
January1 | Recognized in profit or loss $ - ( 33) ($ 33) $ - ($ 33) |
Recognized in other comprehensiv e net income |
December 31 |
|---|---|---|---|---|
| $ 338 90 |
$ - - |
$ 338 57 |
||
| $ 428 | $ - | $ 395 | ||
| ($ 13) | $ - | ($ 13) | ||
| $ 415 | $ - | $ 382 |
~224~
- The effective periods of the Company’s unused tax losses and the related amounts of unrecognized deferred income tax assets are as follows:
December 31, 2022
| Year of occurrence 2018 2020 2021 2022 |
Amount reported/author ized $ 59,130 37,594 26,178 33,276 $ 156,178 |
Amount yet to be offset $ 24,080 37,594 26,178 33,276 $ 121,128 |
Amount of unrecognized deferredincome tax assets $ 24,080 37,594 26,178 33,276 $ 121,128 |
Last crediting year |
|---|---|---|---|---|
| 2028 2030 2031 2032 |
December 31, 2021
| Year of occurrence 2018 2020 2021 |
Amount reported/author ized $ 59,130 37,594 26,178 $ 122,902 |
Amount yet to be offset $ 24,080 37,594 26,178 $ 87,852 |
Amount of unrecognized deferredincome tax assets $ 24,080 37,594 26,178 $ 87,852 |
Last crediting year |
|---|---|---|---|---|
| 2028 2030 2031 |
- Deductible temporary differences not recognized as deferred income tax assets
December 31, 2022 December 31, 2021 Deductible temporary difference $ 121,221 $ 87,944
- The income tax for the profit-seeking business of the Company has been approved by the tax collection authority up to 2020.
~225~
(34)Earnings per share
| gs per share | |||
|---|---|---|---|
| Basic earnings per share Net income attributable to common shareholders Owner of parent company Equity owned by the previous holder under the joint control Net income attributable to common shareholders Diluted earnings per share Net income attributable to common shareholders Owner of parent company Equity owned by the previous holder under the joint control Effect of potential dilutive common stock (employee remuneration) Net income attributable to common shareholders of the parent company plus effect of potential common shares |
2022 | ||
| After-tax amount $ 92,205 13,190 $ 105,395 |
Weighted average outstanding shares (thousand shares) 92,000 - $ 92,000 2022 |
Earnings per share (NTD) |
|
| $ 1.00 0.14 $ 1.14 |
|||
| After-tax amount $ 92,205 13,190 - $ 105,395 |
Weighted average outstanding shares (thousand shares) 92,000 - - 92,000 |
Earnings per share (NTD) $ 1.00 0.14 - $ 1.14 |
~226~
| Basic earnings per share Net income attributable to common shareholders Owner of parent company Equity owned by the previous holder under the joint control Net income attributable to common shareholders Diluted earnings per share Net income attributable to common shareholders Owner of parent company Equity owned by the previous holder under the joint control Effect of potential dilutive common stock (employee remuneration) Net income attributable to common shareholders of the parent company plus effect of potential common shares |
2021 | |
|---|---|---|
| After-tax amount $ 128,274 12,928 $ 141,202 $ 128,274 12,928 - $ 141,202 |
Weighted average outstanding shares (thousand shares) Earnings per share (NTD) 92,000 $ 1.39 - 0.14 $ 92,000 $ 1.53 92,000 $ 1.39 - 0.14 29 - 92,029 $ 1.53 |
(35)Organizational reorganization
-
In order to integrate and enhance the development resources for the rental and sale business and real estate business, on August 10, 2022, the Board of Directors resolved to acquire a 33% equity of Hanlin Development from the ultimate parent company, Hanshen Asset Management Co., Ltd. The business scope is investment in real estate, residential building. On August 26, 2022, the Board of Directors of Hanlin Development was elected by the interim extraordinary meeting and obtained a majority of the seats, gained control.
-
Therefore, the equity transaction is a reorganization under common control, and the book value method was adopted for the accounting treatment. The consideration paid and the book value of the net assets acquired by Hanlin Development on the transaction base date are as follows:
~227~
| Acquisition cost Less: Book value of net assets acquired Difference: Adjusted additional paid-in capital |
$ 231,000 ( 261,461) |
|---|---|
| ($ 30,461) |
-
The equity owned by the previous holder under the joint control recognized by the Company due to the organizational reorganization on December 31, 2022 and December 31, 2021 was NT$0 and NT$347,601, respectively, based on the financial statements of investees audited by the CPAs for the same periods.
-
As of August 26, 2022, the Company recognized a balance of NT$261,461 in "equity owned by the previous holder under the joint control" attributable to Hanshin Asset Management Co., Ltd. This amount was written off upon completion of the above transaction.
(36)Changes in liabilities from financing activities
| 2022 | 2022 | |||||||
|---|---|---|---|---|---|---|---|---|
| Total liabilities | ||||||||
| Short-term | from financing | |||||||
| borrowings | Lease | liabilities |
Deposits | received | activities | |||
| January 1 | $ | 607,820 | $ | 47 | $ | 623 | $ | 608,490 |
| Changes in cash flow from | 485,702 | ( | 34) | 405 | 486,073 | |||
| financing | ||||||||
| December 31 | $ | 1,093,522 | $ | 13 | $ | 1,028 | $ | 1,094,563 |
| 2021 | ||||||||
| Total liabilities | ||||||||
| Short-term | from financing | |||||||
| borrowings | Lease | liabilities |
Deposits | received | activities | |||
| January 1 | $ | 157,000 | $ | 80 | $ | 378 | $ | 157,458 |
| Changes in cash flow from | ||||||||
| financing | 450,820 | ( | 33) | 245 | 451,032 | |||
| Interest expenses paid | ( | 1) | ( | 1) | ||||
| - | - | |||||||
| (Note) | ||||||||
| Other non-cash changes | - | 1 | - | 1 | ||||
| December 31 | $ | 607,820 | $ | 47 | $ | 623 | $ | 608,490 |
Note: Cash flow from operating activities is presented in the table.
~228~
VII. Related party transactions
(I) Names of related parties and their relationship
| d party transactions of related parties and their relationship |
|
|---|---|
| Name of related party HanshinAssetManagement Co., Ltd. HCW INVESTMENT CO., LTD. Hanlin Development Co., Ltd. Hi-Lai Foods Co., Ltd. Grand Hi-Lai Hotel Co., Ltd. |
Relationship with the Company |
| The Company's ultimate parent company Investee Investee Other related parties Other related parties |
(II) Material transactions with related parties
1. Administrative expenses
| 1. | Administrative expenses | ||
|---|---|---|---|
| 2. 3. |
Ultimate parent company Employee benefits Hi-Lai Foods Co., Ltd. Deposits received Ultimate parent company |
2022 $ 2,244 2022 $ 52 2022 $ 392 |
2021 |
| $ 2,244 | |||
| 2021 $ - |
|||
| 2021 $ 392 |
4. Others
-
(1) On July 15, 2021, the Company entered into a joint investment and development contract with Weili International Development Co., Ltd., Guo Yang Construction Co., Ltd., Hanshen Asset Management Co., Ltd., and Grand Hi-Lai Hotel Co., Ltd. for 9 pieces of land including No. 28, Zhongxing Section, Sanchong District, with a total area of 1,828.28 pings, with Guo Yang Construction Co., Ltd. acting as the manager of the project according to the contract. The investment ratio was 15% by the Company, 10% by Weili International Development Co., Ltd., 50% by Guo Yang Construction Co., Ltd., 10% by Hanshen Asset Management Co., Ltd., and 15% by Grand Hi-Lai Hotel Co., Ltd..
-
(2) On November 23, 2020, the Company entered into a joint investment and development contract with Weili International Development Co., Ltd., Guo Yang Construction Co., Ltd., Hanshen Asset Management Co., Ltd., Liyang Agricultural Technology Co., Ltd. and Grand Hi-Lai Hotel Co., Ltd. for 4 pieces of land including 83-1, Jiuzong Section, Neihu District, Taipei City, with a total area of 2,127.33 pings. Guo Yang Construction Co., Ltd. was the manager of the project according to the contract. 10% of the investment was by the Company, 50% by Guo Yang Construction Co., Ltd., and 10% by all other companies.
~229~
-
(3) On January 28, 2021, the Company entered into a joint investment and development contract with Weili International Development Co., Ltd., Guo Yang Construction Co., Ltd., Hanshen Asset Management Co., Ltd., Liyang Agricultural Technology Co., Ltd. and Grand Hi-Lai Hotel Co., Ltd. for 19 pieces of land including Lot No. 365, Zhongyi Section, Tucheng District, New Taipei City, with a total area of 5,344.27 pings. Guo Yang Construction Co., Ltd. was the manager of the project according to the contract. 10% of the investment was by the Company, 50% by Guo Yang Construction Co., Ltd., and 10% by all other companies. Subsequently, on June 29, 2021, "Grand Hi-Lai Hotel Co., Ltd." withdrew from the project. The original holding ratio was changed to Hanshin Asset Management Co., Ltd. effective on July 1, 2021.
-
(4) On August 11, 2022, the Company and its subsidiary, Hanlin Development Co., Ltd., entered into a joint investment and development contract with Guo Yang Construction Co., Ltd., Weili International Development Co., Ltd., and Shenyang Construction Co., Ltd. for 12 pieces of land, with an area of 2,259,85 pings, including Lot 258, Zhongyuan Section, Zhonghe District, New Taipei City. Its investment ratio includes the Company (40%), Hanlin Development (10%), Shenyang Construction Co., Ltd. (40%), and Weili International Development Co., Ltd. (10%).
(III) Remuneration of key management personnel
Short-term employee benefits
| 2022 | 2021 | ||||
|---|---|---|---|---|---|
| $ | 10,331 | $ | 13,868 |
VIII. Assets collateralized (pledged)
The details of collateral for the Company's assets are as follows:
Book value
| Assets Inventory - building and land under construction |
December 31, 2022 $ 1,439,906 |
December 31, 2021 $ 797,906 |
Purpose of guarantee |
|---|---|---|---|
| Short-term borrowings |
IX. Significant contingent liabilities and unrecognized contractual commitments
As of December 31, 2022, the total cost of construction contracts signed between the Company and non-related parties amounted to NT$170,905, and the amount signed but yet to be paid amounted to NT$145,753.
X. Losses from major disasters
None.
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XI. Subsequent events
None.
XII. Others
(I) Capital management
The Company's capital management objective is to maintain a sound credit rating and a good capital ratio to support corporate operations and maximize shareholders' equity. The Company manages and adjusts the capital structure according to the economic situation, and may achieve the purpose of maintaining and adjusting the capital structure by adjusting the payment of dividends, returning capital or issuing new shares.
(II) Financial instruments
1. Types of financial instruments
| . Types of financial instruments | ||
|---|---|---|
| Financialassets Financial assets at FVTOCI Investment in designated equity instruments Financialassetsat amortized cost Cash and cash equivalents Financialassetsat amortized cost Notes receivable Accounts receivable Other receivables Deposits received Financial liabilities Financial liabilities at amortized cost Short-term borrowings Notes payable Accounts payable Other payables (including related parties) Deposits received Lease liabilities |
December 31,2022 $ 81,275 $ 265,162 80,000 2,210 - 27 416 $ 347,815 $ 1,093,522 12,066 2,604 11,355 1,028 $ 1,120,575 $ 13 |
December 31,2021 |
| $ 110,932 | ||
| $ 418,151 20,000 260 2,615 43 396 |
||
| $ 441,465 | ||
| $ 607,820 - 2,595 8,603 623 |
||
| $ 619,641 | ||
| $ 47 |
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2. Risk management policies
-
(1) The Company's financial risk management objectives are mainly to manage market risks, credit risks and liquidity risks related to operating activities. The Company identifies, measures and manages the aforementioned risks in accordance with the Group's policies and risk preferences.
-
(2) The Company has established appropriate policies, procedures, and internal controls for the aforementioned financial risk management in accordance with relevant regulations, and important financial activities must be reviewed by the board of directors in accordance with relevant regulations and internal control systems. During the execution of financial management activities, the Company shall faithfully comply with the relevant regulations on financial risk management.
-
(3) The Company has not undertaken derivatives to avoid financial risks.
-
Nature and extent of material financial risks
-
(1) Market risks
Interest rate risk
-
A. The Company is exposed to the exchange rate risk arising from transactions where the functional currency is different from the Company's functional currency, which is mainly USD. The associated exchange rate risk arises from future commercial trades and recognized assets and liabilities.
-
B. The management of the Company has formulated the policy to manage the exchange rate risk relative to its functional currency within the Company.
-
C. C. The business of the Company involves non-functional currency (the functional currency of the Company is NTD), so it is affected by exchange rate fluctuations, and the foreign currency assets and liabilities with significant exchange rate fluctuations are as follows:
December 31, 2022 Foreign (Foreign currency : Functional currency (in Exchange Book amount currency) thousand) rate (NTD) Financial assets Monetary items USD: NTD $ 945 30.71 $ 29,016 December 31, 2021 Foreign (Foreign currency : Functional currency (in Exchange Book amount currency) thousand) rate (NTD) Financial assets Monetary items USD: NTD $ 1,069 27.68 $ 29,590
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-
D. The Company's monetary items have a significant impact due to exchange rate fluctuations. The total amount of all exchange benefits recognized in 2022 and 2021 (including realized and unrealized) is NT$2,835 and NT$172, respectively.
-
E. E. The Company’s foreign currency market risk analysis due to major exchange rate fluctuations is as follows:
-
The exchange risk between USD and NTD mainly comes from US dollardenominated cash and equivalent cash and accounts receivable, etc., resulting in foreign currency exchange losses or gains during conversion. If holding NTD against USD depreciates or appreciates by 1% and all other factors remain unchanged, the net profit in 2022 and 2021 will increase or decrease by NT$290 and NT$296 respectively.
Price risk
-
A. The equity instruments of the Company exposed to price risk are financial assets at FVTOCI. In order to manage the price risk of equity instrument investment, the Company manages the price risk of equity securities by diversifying investment and setting limits for single and overall equity investment. The information on investment portfolio of equity securities needs to be regularly provided to the senior management of the Company, and the board of directors must review all equity securities investment decisions and approve the diversification of its investment portfolio.
-
B. The Company mainly invests in equity instruments and beneficiary certificates issued by domestic companies. The prices of these equity instruments will be affected by the uncertainty of the future value of the investment target. If the value of the equity instruments and beneficiary certificates rises or falls by 1%, with all other factors remaining unchanged, the other comprehensive income in 2022 and 2021 is classified as equity investment at FVTOCI. The profit or loss increased or decreased by NT$813 and NT$1,109, respectively.
Cash flow and fair value interest rate risk
-
A. The Company's interest rate risk mainly comes from short-term loans issued at floating interest rates, which exposes the Company to cash flow interest rate risk. In 2022 and 2021, the Company's borrowings at floating interest rates were mainly denominated in NTD.
-
B. When the interest rate on NTD borrowings increased or decreased by 1%, with all other factors remaining unchanged, the net income before tax in 2022 and 2021 would have decreased or increased by NT$10,935 and NT$6,078, respectively, mainly due to the floating interest rate borrowings The interest expense has changed accordingly.
-
(1) Credit risk
-
A. A. The credit risk of the Company is the risk of financial loss of the Company due
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to the inability of the customer or the counterparty of the financial instrument to perform the contractual obligations, which mainly arises from the inability of the counterparty to settle the receivables paid on collection terms and the contractual cash flows classified as investments in debt instruments at amortized cost.
-
B. B. Each unit of the Company follows credit risk policies, procedures and controls to manage credit risk. The credit risk assessment of all customers is based on comprehensive consideration of the customer's financial status, credit rating agency ratings, past historical transaction experience, current economic environment, and the Company's internal rating standards and other factors.
-
C. C. The Company's Finance and Accounting Department manages the credit risks of bank deposits, fixed-income securities and other financial instruments in accordance with the Company's policies. Because the Company's transaction partners are determined by internal control procedures, and they are banks with good credit, financial institutions, corporate organizations and government agencies with investment grades, and hence there is no significant credit risk.
-
D. The Company is mainly engages in the leasing and selling of residential buildings, industrial plants and commercial buildings. The sale of premises is recognized as revenue when the contract price is fully collected and the ownership transfer is completed and the actual house is handed over. Hence, the amount of accounts payable arising from the sale of premises should be small, and the probability of irrecoverable is low. In addition, for the accounts receivable arising from other transactions, the Company shall manage the credit risk. When the contract payment is overdue for more than 90 days according to the agreed payment terms, it shall be deemed as a breach of contract.
-
E. The Company adopts the presumption provided by IFRS 9. When the contract payment is overdue for more than 30 days according to the agreed payment terms, it is considered that the credit risk of the financial asset has increased significantly since the original recognition.
-
F. When the Company assesses that the financial assets cannot be reasonably expected to be recovered (for example, the issuer or the debtor has significant financial difficulties, or has gone bankrupt), it will be written off.
-
G. The Company categorizes customers' accounts receivable according to factors such as counterparty's credit rating, region and industry, and uses a simplified method to estimate expected credit losses based on the provision matrix. The relevant information is as follows (no such situation on December 31, 2022):
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| Not overdue December 31, 2021 Expected rate of loss 0%~1% Total bookvalue$ 2,615 Allowance for losses $ - January 1 Reversal of impairment losses December 31 |
Overdue 1- 30 days Overdue 31- 60 days Overdue 61- 90 days $ - $ - $ - $ - $ - $ - Accounts receivable 2022 2021 $ - $ ( $ - $ |
Overdue 1- 30 days Overdue 31- 60 days Overdue 61- 90 days $ - $ - $ - $ - $ - $ - Accounts receivable 2022 2021 $ - $ ( $ - $ |
Total |
|---|---|---|---|
| $ $ | $ 2,615 $ - 68 68) - |
||
| $ |
(2) Liquidity risk
-
A. The cash flow forecast is executed and summarized by the Company's Finance Department. The Finance Department of the Company monitors the forecast of the Company's working capital needs to ensure that there are sufficient funds to meet the operating needs, and maintain sufficient undrawn commitments at all times to prevent the Company from breaching the relevant borrowing limits or terms. The forecast takes into account the Company's debt financing plan, compliance with the terms of the debt, and compliance with the financial ratio targets in the internal balance sheet.
-
B. The Company invests the remaining funds in interest-bearing demand deposits, time deposits and securities, and the instruments it chooses have appropriate maturity dates or sufficient liquidity to respond to the above forecasts and provide sufficient dispatch levels.
-
C. The following table categorizes the Company's non-derivative financial liabilities according to the relevant maturity date, and carries out analysis based on the remaining period from the balance sheet date to the contractual maturity date. Except for notes payable, accounts payable, other payables (including related parties) and deposits, the undiscounted contractual cash flow amount is approximately equivalent to its book value and is due within one year. The undiscounted contractual cash flow amounts of the remaining financial liabilities are detailed in the table below:
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Non-derivative financial
| liabilities: December 31, 2022 Short-term borrowings Lease liabilities Non-derivative financial liabilities: December 31, 2021 Short-term borrowings Lease liabilities |
Within 1 year $ 115,147 13 Within 1 year $ 10,984 34 |
1-2 years $ 24,434 1-2 years $ 10,984 13 |
2to3 years $ 285,612 2to3years $248,884 |
More than 3years $ 777,835 More than 3 years $383,324 |
|---|---|---|---|---|
- D. The Company does not expect that the cash flow in the due date analysis will occur significantly earlier, or the actual amount will be significantly different.
(III) Fair Value Information
-
The definitions of the various levels of evaluation techniques adopted to measure the fair value of financial and non-financial instruments are as follows:
-
Level 1: Quoted prices (unadjusted) in an active market for the same assets or liabilities available to the enterprise on the measurement date. An active market is one in which transactions in assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the listed/OTC stock invested by the Company belongs to this category.
-
Level 2: Observable inputs, directly or indirectly, for assets or liabilities other than quoted prices included in Level 1.
Level 3: Unobservable inputs to assets or liabilities.
-
For information on the fair value of investment real estate at cost, please refer to Note 6(10).
-
Financial instruments not measured by fair value
-
The book value of the Company’s cash and cash equivalents, notes receivable, accounts receivable, other receivables, refundable deposits, short-term borrowings, notes payable, accounts payable, other payables (including related parties), and deposits received are reasonable approximations of fair values.
-
Financial and non-financial instruments measured by fair value are classified by the
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Company based on the nature, characteristics and risks of assets and liabilities and the basis of fair value levels. The relevant information is as follows:
- (1) The Company classifies them according to the nature of assets and liabilities, and the relevant information is as follows:
| relevant information is as | follows: | |||
|---|---|---|---|---|
| December 31,2022 | Level 1 $ 81,275 Level 1 $ 110,932 |
Level 2 $ - Level 2 $ - |
Level 3 $ - Level 3 $ - |
Total $ 81,275 Total $ 110,932 |
| Assets Repeated fairvalue |
||||
| Financial assets at FVTOCI Equity securities December 31, 2021 Assets Recurring fair value Financial assets measured at fair value through other comprehensive income or loss Financial assets measured at fair value Equity securities |
- (2) The methods and assumptions used by the Company to measure the fair value are as follows:
The Company adopts the market quotation as the input value of fair value (i.e. Level 1), and the characteristics of the instruments are as follows:
| Market quotation | Listed ( OTC ) stock |
|---|---|
| Closing price |
-
The Company did not have any transfer between the Levels 1 and 2 in 2022 and 2021.
-
There was no transfer in or out of Level 3 in 2022 and 2021.
-
The Company is responsible for verifying the fair value of financial instruments, using independent source data to make the evaluation results close to the market status, confirming that the data source is independent, reliable, and other data sources Consistent
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and representative executable prices, and regularly calibrate the evaluation model, conduct back testing, update the input values and data required for the evaluation model, and make any other necessary fair value adjustments to ensure that the evaluation results are reasonable.
XIII. Other disclosures
(I) Information about important transactions
-
Loans to others: None.
-
Endorsements/guarantees provided for others: Table 1.
-
Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates, and jointly controlled companies): Please refer to Table 2.
-
Accumulated purchase or sale of the same marketable securities for an amount exceeding NT$300 million or 20% of the paid-in capital: None.
-
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 3.
-
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Engagement in derivatives transactions: None.
-
The business relationship between the parent company and its subsidiaries, and the status and amount of important transactions between each subsidiary: None.
(IV) Information on invested businesses
The name and location of the investee company and other relevant information (excluding mainland China investee companies): Please refer to Table 4.
(V) Investment information in Mainland China
-
Basic information: None.
-
Significant transactions with investee companies in Mainland China directly or indirectly through businesses in a third region: None.
(VI) Information of major shareholders
Information on major shareholders: Please refer to Table 5 for details.
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XIV. Information on operating segment
Not applicable.
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ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
Making endorsements/guarantees for others
January 1 to December 31, 2022
Table 1
Expressed in thousands of NTD
(unless otherwise stated)
| Number (Note 1) Endorsing/guarant eeing company name |
Endorsed/guaranteedparties Ceiling on the amounts permitted to make in endorsements/gu arantees for a single corporate (Note 3) Balance of the amounts permitted to make in endorsements/g uarantees for the current period(Note 4) Balance of the amounts permitted to make in endorsements/ guarantees at the end of the period (Note 5) Actual amount contributed Endorsemen t/guarantee amount secured by property Percentage of accumulative endorsements/gua rantees to net value in the most recent financial statements Ceilings of the amounts permitted to make in endorsements/gu arantees (Note 3) Endorsement s/guarantees of parent company to subsidiary Endorsement /guarantee provided by the subsidiary to the parent company Endorseme nt/guarante e made for Mainland China Note Companyname Relations (Note 2) |
|---|---|
| 0 ASCENT DEVELOPMENT CO., LTD. |
Weili International Development Co., Ltd. 5 $ 6,818,226 $ 1,003,00 0 $ 1,003,000 $ 811,834 $ - 35.72% $ 11,363,71 0 N N N |
Note 1: The method of filling in the number column is as follows:
-
1 . I s s u e r : " 0 "
-
2 . T h e i n v e s t e e s a r e n u mb e r e d s e q u e n t i a l l y s t a r t i n g f r o m 1 b a s e d o n e a c h c o mp a n y .
Note 2: There are seven types of relationships between the endorser/guarantee and the endorsed/guaranteed object, and it is sufficient to indicate the type:
-
1 . H a v i n g b u s i n e s s d e a l i n g s .
-
2 . A c o mp a n y i n w h i c h t h e c o m p a n y d i r e c t l y a n d i n d i r e c t l y h o l d s mo r e t h a n 5 0 % o f t h e v o t i n g s h a r e s .
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-
3 . A c o mp a n y t h a t d i r e c t l y a n d i n d i r e c t l y h o l d s mo r e t h a n 5 0 % o f t h e v o t i n g s h a r e s i n t h e c o mp a n y .
-
4 . C o mp a n i e s i n w h i c h t h e p u b l i c c o mp a n y h o l d s , d i r e c t l y o r i n d i r e c t l y , 9 0 % o r m o r e o f t h e v o t i n g s h a r e s .
-
5 . W h e r e t h e C o mp a n y f u l f i l l s i t s c o n t r a c t u a l o b l i g a t i o n s b y p r o v i d i n g mu t u a l e n d o r s e me n t s / g u a r a n t e e s f o r a n o t h e r c o m p a n y i n t h e s a me i n d u s t r y o r f o r j o i n t
b u i l d e r s f o r p u r p o s e s o f u n d e r t a k i n g a c o n s t r u c t i o n p r o j e c t .
-
6 . W h e r e a l l c a p i t a l c o n t r i b u t i n g s h a r e h o l d e r s ma k e e n d o r s e me n t s / g u a r a n t e e s f o r t h e i r j o i n t l y i n v e s t e d c o mp a n y i n p r o p o r t i o n t o t h e i r s h a r e h o l d i n g r a t i o s .
-
7 . W h e r e c o mp a n i e s i n t h e s a m e i n d u s t r y p r o v i d e a mo n g t h e ms e l v e s j o i n t a n d s e v e r a l s e c u r i t i e s f o r a p e r f o r m a n c e g u a r a n t e e o f a s a l e s c o n t r a c t f o r p r e - c o n s t r u c t i o n
h o me s p u r s u a n t t o t h e C o n s u me r P r o t e c t i o n A c t f o r e a c h o t h e r .
Note 3: The Company has complied with the Procedures for Endorsement and Guarantee Provided, and the limit of the endorsement and guarantee provided by the Company is as follows:
- 1 . T h e t o t a l e n d o r s e me n t a n d g u a r a n t e e a m o u n t ma d e b y t h e C o mp a n y f o r o t h e r s s h a l l n o t e x c e e d 5 0 % o f t h e C o mp a n y ' s n e t w o r t h . T h e e n d o r s e me n t a n d g u a r a n t e e
m a d e f o r a s i n g l e e n t e r p r i s e s h a l l n o t e x c e e d 5 0 % o f t h e C o mp a n y ' s n e t w o r t h .
- Where the Company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project, or where all capital contributing shareholders make endorsements/ guarantees for their jointly invested company in proportion to their shareholding percentages, or where companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other, such endorsements/guarantees may be made free of the restriction of the preceding paragraphs. However, the total endorsement and guarantee amount shall not exceed 500% of the Company's net worth, and the endorsement and guarantee to any single entity shall not exceed 300% of the Company's net worth.
Note 4: The maximum balance of the endorsements and guarantees made for others in the current year.
Note 5: As of the end of the year, the Company assumes the liability for endorsement or guarantee when the amount of endorsements and guarantees or notes to be signed with the bank is approved. Other relevant endorsements and guarantees should be added to the balance of the endorsements and guarantees.
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ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates, and jointly controlled companies)
December 31, 2022
Table 2
Expressed in thousands of NTD
(unless otherwise stated)
| Company Type and name of marketable securities Relationship with the issuer of securities Presentation account Number of shares |
End of period Note Book value Ownership held by the Company Fair value |
|---|---|
| ASCENT DEVELOPMENT CO., LTD. Kuo Yang Construction Co., Ltd. Other related parties Financial assets at FVTOCI - non- current 4,527,820 HCW INVESTMENT CO., LTD. Taiwan Cement Corporation None 〃 199,992 HCW INVESTMENT CO., LTD. Asia Cement Corporation 〃 〃 200,000 HCW INVESTMENT CO., LTD.Taiwan Semiconductor Manufacturing Co., Ltd. 〃 〃 6,000 HCW INVESTMENT CO., LTD. HUAKU DEVELOPMENT CO., LTD. 〃 〃 110,000 HCW INVESTMENT CO., LTD. CTBC FINANCIAL HOLDING CO., LTD. 〃 〃 600,000 HCW INVESTMENT CO., LTD.CHINA DEVELOPMENT FINANCIAL HOLDING CORP. 〃 〃 758,240 HCW INVESTMENT CO., LTD. HARVATEK CORPORATION 〃 〃 100,000 HCW INVESTMENT CO., LTD. HOTAI FINANCE CO., LTD. 〃 〃 75,000 HCW INVESTMENT CO., LTD. GlobalWafers Co., Ltd 〃 〃 12,000 HCW INVESTMENT CO., LTD. MAXIGEN BIOTECH INC. 〃 〃 50,000 HCW INVESTMENT CO., LTD. HOTAI FINANCE CO., LTD. 〃 〃 5,048 |
$ 81,275 1.19 $ 81,275 6,730 - 6,730 8,200 0.01 8,200 2,691 - 2,691 9,790 0.04 9,790 13,260 - 13,260 9,554 - 9,554 1,760 0.05 1,760 7,650 0.01 7,650 5,130 - 5,130 2,382 0.06 2,382 484 0.01 484 $ 148,906 |
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ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
Acquisition amount of real estate reaching NT$300 million or more than 20% of the paid-in capital
January 1 to December 31, 2022
| Table 3 Real estate company acquired ASCENT DEVELOPMENT CO., LTD. Hanlin Development Co., Ltd. Hanlin Development Co., Ltd. |
Propertyname Inventory - House/Land under Construction (Land at Chung- yuan Section of Zhonghe District of New Taipei City) Inventory - House/Land under Construction (Land at Chung- yuan Section of Zhonghe District of New Taipei City) Inventory - House/Land under Construction (Land at Xi-wan Section of Xizi District of New Taipei City) |
Date of occurrence 2022/7/14 2022/7/14 2022/6/23 |
Transaction amount $ 502,488 125,622 194,297 |
Status of payment $ 502,48 8 $ 125,62 2 $ 194,29 7 |
Trading counterpart |
Relationship | If the counterparty of the transaction is a related party, information of the previous transfer |
If the counterparty of the transaction is a related party, information of the previous transfer |
If the counterparty of the transaction is a related party, information of the previous transfer |
If the counterparty of the transaction is a related party, information of the previous transfer |
Expressed in thousands of NTD (unless otherwise stated) Referencesforpricing Purpose of acquisition and circumstances ofuse Other agreed matters Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Building and land under construction Not applicable Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Building and land under construction Not applicable Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Building and land under construction Not applicable |
Expressed in thousands of NTD (unless otherwise stated) Referencesforpricing Purpose of acquisition and circumstances ofuse Other agreed matters Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Building and land under construction Not applicable Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Building and land under construction Not applicable Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Building and land under construction Not applicable |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Owner | Relationship between the owner and the issuer |
Date oftransfer | Amount |
|||||||||
| Mr. T and the other 20 persons Mr. T and the other 20 persons Tung Kang Industrial Co., Ltd. |
None None None |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Not applicable Not applicable Not applicable |
Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates Valuation Report of HB Real Estate Appraisers and Associates; Valuation Report of Zhe Yu Real Estate Appraisers and Associates |
Not applicable Not applicable Not applicable |
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ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
The name and location of the investee company and other relevant information (excluding mainland China investee companies)
January 1 to December 31, 2022
Table 4
Expressed in thousands of NTD
| Name of the Investment Company Name of the Invested Company Location of the Company Mainbusiness activities |
(unless otherwise stated) Initial investment amount Held at end of period Profit or loss of investees Investment income recognized in the current period Note End of current period End of last year Number of shares PercentageBookvalue |
|---|---|
| ASCENT DEVELOPMENT CO., LTD. HCW INVESTMENT CO., LTD. Taiwan General investment ASCENT DEVELOPMENT CO., LTD. Hanlin Development Co., Ltd. Taiwan Real estate investment development, construction, lease of residential, and building development, rental and leasing ASCENT DEVELOPMENT CO., LTD. Jollify International Co., Ltd. Taiwan Retail sale of unclassified other garments, wholesale of watches, clocks and related components, whole sale of kitchen cabinets, wholesale of unclassified other garments ASCENT DEVELOPMENT CO., LTD. Jollify Venture Co., Ltd. Taiwan Retail sale of unclassified other garments, wholesale of watches, clocks and related components, whole sale of kitchen cabinets, wholesale of unclassified other garments ASCENT DEVELOPMENT CO., LTD. Hanshin Shopping Plaza Co., Ltd. Taiwan Operation of department store, rental and leasing, retail sale, restaurants and supermarket business. HCW INVESTMENT CO., LTD. Hanshin Shopping Plaza Co., Ltd. Taiwan Operation of department store, rental and leasing, retail sale, restaurants and supermarket business. |
$ 200,000$ 200,000 20,000,000 100.00$ 219,671 $ 21,109 $ 21,109 Investee 231,000 - 301,000,000 33.00 267,085 17,041 5,624 Investee 265,013 265,013 9,997,574 46.83 - ( 47,618) ( 22,299)- Affiliate 27,462 27,462 3,746,163 37.46 23,864 20,036 11,704- Affiliate 480,000 280,000 8,000,000 16.00 279,176 1,092,767 159,423- Affiliate 27,443 27,443 902,250 1.80 106,598 1,092,767 17,790- Affiliate |
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ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
Information of major shareholders December 31, 2022
Table 5
| Names of major shareholders | Shares (Note) |
|---|---|
| No. of Shares Held Ownership held by the Company |
|
| Han Yang Global Co., Ltd. | 49,139,065 53.41 |
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