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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

2

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

    1. 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.

    2. 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

3

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.

4

  • (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

5

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.

6

  • 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.

7

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.”

8

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

9

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.

10

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.

11

  • 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 -

12

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

















13

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 -

14

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.

  1. 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:

  1. 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:

  1. Financial position:

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

  3. (2)Long-term Fund to Property, Plant and Equipment Ratio = (Shareholders’ Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment.

  4. Liquidity:

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

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

  7. (3)Times Interest Earned = Earnings before Interest and Taxes / Interest Expenses.

  8. Operating performance:

  9. (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).

  10. (2)Days sales outstanding = 365 / receivables turnover.

  11. (3)Inventory turnover = cost of sales / average inventory.

  12. (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).

  13. (5)Days sales in inventory = 365 / inventory turnover.

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

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

  16. Profitability:

  17. (1)Return on total assets = [net income + interest expenses * (1 - tax rate)] / average total assets.

  18. (2)ROE = PAT / Average net equity.

  19. (3)Net profit margin = net profit / net sales.

  20. (4)Earnings per share = (net profit attributable to shareholders of the Parent - preferred stock dividend) / weighted average number of shares outstanding.

  21. Cash flow:

  22. (1)Cash flow ratio = net cash provided by operating activities / current liabilities.

  23. (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).

  1. 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

  1. 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:

  1. 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.

  2. 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.

  3. 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

  4. 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.

  5. 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).

  6. Leverage:

    • (1) Operating leverage = (net sales - variable cost) / operating income

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

  7. III. Supervisor or Audit Committee’s Review Report for the Most Recent Year: Please refer page 117.

  8. IV. Annual financial statements for the most recent year: Please refer pages 117 to 181.

  9. V. The CPA audited Parent company only financial statements of the most recent year: Please refer pages 182 to 245.

  10. 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
Net cash flows from
operating activities for
the whole year

Net cash flow from
investing and
financing activities
for the whole year
(including exchange
rate effects)
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:

  1. 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.

  2. 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:

  3. (1) Assess the suitability and objectivity of the external evaluation experts appointed by the management level.

  4. (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:

  1. 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.

  2. 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:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and

~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.

  1. 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’ .

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

  3. 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.

  4. 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.

  5. 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)

~122~

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)

~124~

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

~126~

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

~127~

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"

~129~

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

  1. Except for financial assets at FVTPL and financial assets at FVTOCI, the financial statement is prepared based on historical costs.

  2. 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

  1. Basis for preparation of consolidated financial statements

  2. (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.

~130~

  • (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.

  1. Subsidiaries not included in the consolidated financial statements: None.

  2. Different adjustments and treatments in the accounting period of subsidiaries: None.

  3. Major restrictions: None.

  4. 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

~131~

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

~132~

(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

  1. 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.

  2. 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.

  3. 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.

  4. 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:

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

  2. (1) The asset is expected to be realized, or it is intended to be sold or consumed in the normal business cycle.

  3. (2) Mainly held for the purpose of trading.

  4. (3) Those expected to be realized within 12 months after the balance sheet date.

  5. (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.

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

  2. (1) Expected to be settled in the normal business cycle.

  3. (2) Mainly held for the purpose of trading.

  4. (3) Those expected to be paid off within 12 months after the balance sheet date.

  5. (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

  1. Refers to financial assets that are not at amortized cost or at FVTOCI.

  2. The Group adopts transaction-day accounting for financial assets at FVTPL that conform to customary transactions.

  3. 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.

  4. 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

  1. 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.

  2. The Group adopts transaction-day accounting for financial assets at fair value through other comprehensive gains and losses that conform to transaction practices.

  3. 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

  1. Refers to those who meet the following conditions at the same time:

  2. (1) The financial asset is held under the business model for the purpose of collecting contractual cash flow.

  3. (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.

  4. The Group adopts transaction-day accounting for financial assets at cost after amortization that comply with transaction practices.

  5. 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.

  6. 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

  1. 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.

  2. 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

  1. 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.

  2. 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

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  1. 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.

  2. 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

  1. 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.

  2. 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

  1. Real estate, plant and equipment are recorded on the basis of acquisition cost.

  2. 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.

  3. 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.

  4. 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

  1. 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.

  2. 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.

  1. 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.

  2. 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

  1. 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.

  2. 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

  1. 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.

  1. 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

  1. 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.

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  1. Real estate sales for land development

  2. (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.

  3. (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.

  4. (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.

  5. 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

  1. 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.

  2. 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.

  1. 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
  1. 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.

  2. 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~

  1. The Group's financial assets at FVTPL had a net income (loss) of $0 recognized in profit or loss in both 2022 and 2021.

  2. The Group did not provide financial assets at FVTPL as pledge guarantees.

  3. 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
  1. 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.

  2. 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
  1. 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.

  2. 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
  1. 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.

  2. 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.

  1. 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
  1. The Group's notes receivable and accounts receivable are not overdue.

  2. 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.

  3. The Group has not provided pledge guarantees for bills receivable and accounts.

  4. 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.

  5. 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
  1. 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.

  2. 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.

  1. Inventory costs recognized as expenses in 2022 and 2021 by the Group were NT$446,013 and NT$505,266, respectively.

  2. 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.

  3. Please refer to Note 8 for details of the Group’s provision of guarantees for inventories.

Joint Operation

  1. 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.

  2. 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
  1. 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
  1. Affiliated enterprises

  2. (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)
  1. 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".

  2. 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.

  3. 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
  1. No guarantees are provided for the Group's property, plant and equipment.

  2. 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

  1. 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.

  2. 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
  1. The increase in the Group's right-of-use assets in 2022 and 2021 both amounted to NT$0.

  2. 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
  1. 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).

  1. 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
  1. 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%.

  2. Please refer to Note 8 for details of the guarantee provided by the Group with investment real estate.

  3. Short-term loans

  4. (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

  1. 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.

  2. 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

  1. 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.

  2. 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.

  1. 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.

  2. 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.

  3. 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.

  1. 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
  1. 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
  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.

  2. 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
  1. 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.

  2. 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

  1. 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~

  1. 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
  1. 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)
$ -
-
-
$ -
-
$ -
  1. 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
  1. Deductible temporary differences not recognized as deferred income tax assets

  2. 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

  1. 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.

  1. 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)

  1. 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.

  2. 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

  1. 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.

  1. 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

~172~

information.

  1. The Group did not have any transfer between the Levels 1 and 2 in 2022 and 2021.

  2. 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
  1. 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.

  2. 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

~173~

XIII. Other disclosures

(I) Information about important transactions

  1. Loans to others: None.

  2. Endorsements/guarantees provided for others: Please refer to Table 1.

  3. Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates, and jointly controlled companies): Please refer to Table 2.

  4. Accumulated purchase or sale of the same marketable securities for an amount exceeding NT$300 million or 20% of the paid-in capital: None.

  5. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 3.

  6. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  7. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  8. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  9. Engagement in derivatives transactions: None.

  10. 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

  1. Basic information: None.

  2. 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.

~174~

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:

  1. Sales segment: Responsible for the sales of wool-related products.

  2. Real estate segment: Responsible for real estate lease and sale business.

(II) Measurement of departmental information

  1. 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
  1. 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.

~175~

(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

~176~

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:

  1. Issuer: "0"

  2. The investees are numbered sequentially starting from 1 based on each company.

  3. 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:

  4. Having business dealings.

  5. A company in which the company directly and indirectly holds more than 50% of the voting shares.

  6. A company that directly and indirectly holds more than 50% of the voting shares in the company.

  7. Companies in which the public company holds, directly or indirectly, 90% or more of the voting shares.

  8. 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.

  9. Where all capital contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding ratios.

  10. 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.

  11. 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:

  12. 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.

  13. 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:

  1. 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.

  2. 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:

  3. (1) Assess the suitability and objectivity of the external evaluation experts appointed by the management level.

  4. (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:

  1. 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.

  2. 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.

~183~

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:

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

  2. 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.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

~184~

estimates and related disclosures made by management level.

  1. 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.

  2. 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.

  3. 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

~185~

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)

~186~

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

~187~

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)

~188~

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

~189~

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

~190~

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)

~191~

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

~192~

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

~193~

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.

~194~

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

  1. 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.

  2. 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

  1. 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.

  2. 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.

  3. 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

~195~

rate on the initial transaction date.

  1. 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:

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

  2. (1) The asset is expected to be realized, or it is intended to be sold or consumed in the normal business cycle.

  3. (2) Mainly held for the purpose of trading.

  4. (3) Those expected to be realized within 12 months after the balance sheet date.

  5. (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.

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

  2. (1) Expected to be settled in the normal business cycle.

  3. (2) Mainly held for the purpose of trading.

  4. (3) Those expected to be paid off within 12 months after the balance sheet date.

  5. (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

  1. Refers to financial assets that are not at amortized cost or at FVTOCI.

  2. The Company adopts transaction-day accounting for financial assets at FVTPL that conform

~196~

to customary transactions.

  1. 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.

  2. 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

  1. 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.

  2. The Company adopts transaction-day accounting for financial assets at fair value through other comprehensive gains and losses that conform to transaction practices.

  3. 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

  1. Refers to those who meet the following conditions at the same time:

  2. (1) The financial asset is held under the business model for the purpose of collecting contractual cash flow.

  3. (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.

  4. The Company adopts transaction-day accounting for financial assets at cost after amortization that comply with transaction practices.

  5. 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.

  6. The time deposits held by the Company that are not categorized as cash equivalents are

~197~

measured by the investment amount because the holding period is short and the impact of discounting is not significant.

(18)Accounts and Notes Receivable

  1. 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.

  2. 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

  1. 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.

  2. 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

~198~

invested in completion and related variable expenses.

(23)Investments/Subsidiaries and affiliates using the equity method

  1. 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.

  2. 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.

  3. 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.

  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 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.

  6. 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.

  7. 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

~199~

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.

  1. 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.

  2. 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.

  3. 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.

  4. 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.

~200~

(25)Property, plants, and equipment

  1. Real estate, plant and equipment are recorded on the basis of acquisition cost.

  2. 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.

  3. 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.

  4. 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

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  1. 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

  1. 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.

  2. For unpaid short-term accounts and notes payable, since discounting has little effect, the Company measures them based on the original invoiced amount.

~202~

(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

  1. 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.

  1. Pension

  2. 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

  4. 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.

  5. Employees and directors remuneration

  6. 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

  1. 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.

  2. 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.

  1. 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.

  2. 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.

  3. 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

  1. Product sales

~204~

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.

  1. 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

  1. 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.

  2. 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
  1. 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.

  2. 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
  1. 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.

  2. 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.

  3. 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
  1. The Company's notes receivable and accounts receivable are not overdue.

  2. 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.

  3. The Company has not provided pledge guarantees for bills receivable and accounts.

  4. 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.

  5. 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
  1. 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.

  2. The cost of inventories recognized as expense losses by the Company in 2022 and 2021 were NT$17,601 and NT$78,771, respectively.

  3. 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.

  4. Please refer to Note 8 for details of the Company's provision of guarantees for inventories.

  5. (14)Joint Operation

  6. 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.

  7. 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
  1. The aggregate information on the shares of joint operation held by the Company is as follows:

December 31, 2022

~208~

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
  1. 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.

  2. 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
  1. 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.

  2. 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

~211~

Jollify4ever Ltd. $ 1,319,796 67,326
$ 1,692,540
  1. For information on subsidiaries, please refer to Note 4(3) of the Company's 2022 consolidated financial statements.

  2. 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).

  3. Affiliates

  4. (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)
  1. 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".

  2. 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.

  3. 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.

~213~

(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
  1. No guarantees are provided for the Company's property, plant and equipment.

  2. 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

  1. 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.

  2. 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
  1. The increase in the Company's right-of-use assets in 2022 and 2021 was NT$0.

  2. The information of income items related to lease contracts is as follows:

  3. 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

  1. 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~

  1. 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
  1. 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%.

  2. The Company does not provide any investment property as collateral.

  3. (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
  1. 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.

  2. 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

  1. 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.

  2. 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

  1. 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.

  2. 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.

  3. 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.

  4. 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.

  1. 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.

  2. 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.

  3. 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
  1. 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
  1. 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.

  2. 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
  1. 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.

  2. 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

  1. 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~

  1. 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
  1. Deductible temporary differences not recognized as deferred income tax assets

December 31, 2022 December 31, 2021 Deductible temporary difference $ 121,221 $ 87,944

  1. 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

  1. 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.

  2. 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)
  1. 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.

  2. 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.

~230~

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

~231~

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

~232~

  • 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

~233~

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):

~234~

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:

~235~

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

  1. The definitions of the various levels of evaluation techniques adopted to measure the fair value of financial and non-financial instruments are as follows:

  2. 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.

  3. 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.

  1. For information on the fair value of investment real estate at cost, please refer to Note 6(10).

  2. Financial instruments not measured by fair value

  3. 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.

  4. Financial and non-financial instruments measured by fair value are classified by the

~236~

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
  1. The Company did not have any transfer between the Levels 1 and 2 in 2022 and 2021.

  2. There was no transfer in or out of Level 3 in 2022 and 2021.

  3. 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

~237~

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

  1. Loans to others: None.

  2. Endorsements/guarantees provided for others: Table 1.

  3. Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates, and jointly controlled companies): Please refer to Table 2.

  4. Accumulated purchase or sale of the same marketable securities for an amount exceeding NT$300 million or 20% of the paid-in capital: None.

  5. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 3.

  6. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  7. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  8. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  9. Engagement in derivatives transactions: None.

  10. 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

  1. Basic information: None.

  2. 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.

~238~

XIV. Information on operating segment

Not applicable.

~239~

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 .

~240~

  • 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 .

  1. 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.

~241~

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

~242~

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

~243~

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

~244~

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

~245~