AI assistant
ASCENT — Audit Report / Information 2022
Nov 10, 2022
51802_rns_2022-11-10_8a8dc706-f779-4832-a791-1095fb536c47.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
Parent Company Only Financial Statements and Independent Auditors’ Report
2022 and 2021 Stock code: 1439
Company Address: 19F, No. 557-1, Sec. 4, Zhongxiao E. Rd., Xinyi Dist., Taipei City
Tel. (02)2756-6777
~1~
ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent Company Only Financial Statements and Independent Auditors’ Report of 2022 and 2021
Table of Contents
| Items I. Cover Page II. Table of Contents III. Independent Auditors’ Report IV. Parent Company Only Balance Sheet V. Parent Company Only Statement of Comprehensive Income VI. Parent Company Only Statement of Changes in Individual Equity VII. Parent Company Only Statement of Cash Flow VIII. Notes to Parent Company Only Financial Statements (I) History (II) Dates and Procedures for Approval of Financial Reports (III) Application of New and Amended Standards and Interpretations (IV) Summary of Significant Accounting Policies (V) Major Sources of Uncertainty in Significant Accounting Judgments, Estimates, and Assumptions (VI) Description of Important Accounting Items (VII) Transactions with Related Parties (VIII) Mortgage (Pledge) Assets |
Page/No./Index 1 2 ~ 3 4 ~ 10 11 ~ 12 13 ~ 14 15 16 ~ 17 18 ~ 61 18 18 18 ~ 19 19 ~ 30 31 31 ~ 51 52 ~ 53 53 |
|---|---|
~2~
Items Page/No./Index
| (IX) Significant contingent liabilities and unrecognized contractual | |
|---|---|
| commitments | 53 |
| (X) Losses from Major Disasters | 53 |
| (XI) Material Subsequent Events | 53 |
| (XII) Others | 54 ~ 60 |
| (XIII) Disclosures in Notes | 61 |
| (XIV) Information on Operating Departments | 61 |
| IX. Significant Accounting Statements | |
| Statement of Cash and Cash Equivalents | Table 1 |
| Financial assets at amortized cost - Current Statement | Table 2 |
| Inventory statement | Table 3 |
| Statement of Changes in Land and Construction in Progress | Table 4 |
| Statement of Changes in Investment Using the Equity Method | Table 5 |
| Statement of Short-term Borrowings | Table 6 |
| Statement of Operating Income | Table 7 |
| Statement of Operating Costs | Table 8 |
| Statement of Sales and Marketing Expenses | Table 9 |
| Statement of Administrative Expenses | Table 10 |
| Summary table of employee benefits, depreciation, depletion, and | |
| amortization expenses incurred in the current period by function | Table 11 |
~3~
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 company 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
~4~
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 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
~5~
management and have a high degree of uncertainty, and the investment amount using the equity method is significant, the auditor adopts the Company’s relevant Impairment assessment of equity method investments is listed as one of the most important matters of the audit.
Audit procedure
The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:
-
Interview with the management level to understand the management's assessment of the signs of impairment of investments using the equity method and evaluate its rationality.
-
To obtain the equity value evaluation report issued by the external evaluation experts appointed by the management, the procedures performed by the auditor are as follows:
-
(1) Assess the suitability and objectivity of the external evaluation experts appointed by the management level.
-
(2) Assess the appropriateness of the evaluation methods adopted by the external evaluation experts appointed by the management level and the rationality of the relevant assumptions.
Investments (Subsidiaries) Using the Equity Method - Appropriateness of the Attribution Period of Real Estate Sales Revenue
Descriptions
Please refer to Note 4(27) of the consolidated financial statements for the accounting policy of operating revenue in the construction industry, and Note 6(20) to the consolidated financial statements for descriptions of accounting items.
The real estate sales revenue of the construction industry is recognized when the ownership transfer of the real estate is completed and the house inspection certificate is delivered to the customer. Due to the wide market range of real estate sales in the construction industry, it is necessary to review the ownership transfer and other information one by one before recognizing the sales revenue. Usually, a lot of manual works would be required to determine the correctness of the recognition time of the sales revenue. The appropriateness of the vesting period is listed as one of the most important matters in the audit.
Audit procedure
~6~
The auditor has implemented the following procedures to respond to the specific aspects described in the above key audit items:
-
Interview with management to understand and review the procedures for recognizing real estate sales revenue and adopt it consistently during the financial statement comparison period.
-
Assess and verify the appropriateness of the attribution period of real estate sales income for a certain period before and after the deadline at the end of the period, including checking the land and building ownership transfer information and relevant dates to support the correctness of the recognition time of real estate sales revenue.
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
~7~
assessing the ability of the Company to continue as a going concern, disclosing, as applicable, matters related to a going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.
The governance units (including the audit committee) of the Company are responsible for supervising the financial reporting process.
Responsibilities of Auditor to Audit Parent Company Only Financial Statements
The purpose of our audit of the parent company only financial statements is to obtain reasonable assurance as to whether there is any material misrepresentation in the parent company only financial statements as a whole resulting from fraud or error, and to issue an audit report. Reasonable certainty is of high degree of certainty, but there is no guarantee that the audit work performed in accordance with the auditing standards of the Republic of China will be able to detect material misstatement in the parent company only financial statements. Misstatements may result from fraud or error. Misstatement of individual amounts or aggregated amounts is considered material if it can reasonably be expected to affect economic decisions made by users of the parent company only financial statements.
As part of an audit in accordance with auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or overriding internal controls.
-
Obtain an understanding of the internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
~8~
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management level.
-
Conclude on the appropriateness of management level's use of the going concern basis of accounting and whether or not a material uncertainty exists related to events or conditions that may cast a significant doubt on the ASCENT DEVELOPMENT CO., LTD’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Assess the overall presentation, structure and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements properly represent relevant transactions and events.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
-
The planned scope and timing of the audit and significant audit findings, including any
-
significant deficiencies in internal controls that we identify during our audit.
We also provide the governance units with the statements that the personnel of the accounting firm that is subject to independence regulations have complied with the independence statement in the professional ethics code for CPAs of the Republic of China, and communicate with the governance units all relationships that may be considered to affect the independence of the auditors and other matters (including relevant protective measures).
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year 2022, and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
~9~
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
==> picture [90 x 10] intentionally omitted <==
Accountant
==> picture [57 x 10] intentionally omitted <==
Former Securities and Futures Bureau, Financial Supervisory Commission
Approval No.: Jin-Guan-Zheng-Liu-Zi No. 0960042326 Jin-Guan-Zheng-Liu-Zi No. 0960072936
March 27, 2023
~10~
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Parent company only balance sheet December 31, 2022 and 2021
| Expressed in thousands | of NTD | of NTD | |||||||
|---|---|---|---|---|---|---|---|---|---|
| December31,2022 | December31,2021 | ||||||||
| Assets | Notes | Amount |
% | Amount |
% | ||||
| Current assets | |||||||||
| 1100 | Cash and cash equivalents | VI(I) | $ | 265,162 | 8 | $ | 418,151 | 13 | |
| 1136 | Financial assets at amortized cost- | VI(II) | |||||||
| Current | 80,000 | 2 | 20,000 | 1 | |||||
| 1150 | Notes receivable, net | VI(III) | 2,210 | - | 260 | - | |||
| 1170 | Net accounts receivable | VI(III) | - | - | 2,615 | - | |||
| 1200 | Other receivables | 27 | - | 43 | - | ||||
| 1220 | Current income tax assets | - | - | 69 | - | ||||
| 130X | Inventory | VI(IV)(V) | 1,516,099 | 45 | 851,534 | 26 | |||
| 1410 | Prepayments | 3,142 | - | 2,134 | - | ||||
| 1470 | Other current assets | 51 | - | 6 | - | ||||
| 11XX | Total current assets | 1,866,691 | 55 | 1,294,812 | 40 | ||||
| Non-current assets | |||||||||
| 1517 | Financial assets at FVTOCI - non- | VI(VI) | |||||||
| current | 81,275 | 2 | 110,932 | 4 | |||||
| 1550 | Investments accounted for using | VI(VII) | |||||||
| equity method | 1,319,796 | 39 | 1,692,540 | 52 | |||||
| 1600 | Property, plants, and equipment | VI(VIII) | 167 | - | 192 | - | |||
| 1755 | Right-of-use assets | VI(IX) | 13 | - | 46 | - | |||
| 1760 | Investment property, net | VI(X) | 129,438 | 4 | 131,509 | 4 | |||
| 1840 | Deferred income tax assets | 338 | - | 395 | - | ||||
| 1920 | Deposits received | VII | 416 | - | 396 | - | |||
| 1990 | Other non-current assets - others | 3,790 | - | 3,790 | - | ||||
| 15XX | Total non-current assets | 1,535,233 | 45 | 1,939,800 | 60 | ||||
| 1XXX | Total assets | $ | 3,401,924 | 100 | $ | 3,234,612 | 100 |
(continued on next page)
~11~
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 December31,2022 December31,2021 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
~12~
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
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(V)(XVII) $ 17,776 100 $ 78,799 100 VI(IV) ( 17,601 ) ( 99)( 78,771)( 100) 175 1 28 - VI(V) and VII ( 1,476 ) ( 8) ( 579) - ( 33,502 ) ( 189) ( 27,433) ( 35) XII(II) - - 68 - ( 34,978 ) ( 197)( 27,944)( 35) ( 34,803 ) ( 196)( 27,916)( 35) 1,605 9 1,271 2 288 1 9,579 12 ( 43,570 ) ( 245) 2,651 3 ( 385 ) ( 2) ( 5) - VI(VII) 188,751 1062 162,489 206 146,689 825 175,985 223 111,886 629 148,069 188 ( 6,491 ) ( 36)( 6,867)( 9) $ 105,395 593 $ 141,202 179 |
| 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 Net operating loss Non-operating income and expense 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial cost 7070 Profit and loss share of subsidiaries, affiliated enterprises 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)
~13~
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. Chairman : Chia-Chi Hou Manager : Hsien-Wen Liu Accounting Officer : Chien-Chang Luo
~14~
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
~15~
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)
~16~
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 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 |
Expressed in thousands of NTD 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.
Chairman : Chia-Chi Hou
Manager : Hsien-Wen Liu Accounting Officer : Chien-Chang Luo
~17~
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:
| 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 |
~18~
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:
| Application of new/corrected/revised standards and interpretations | Effective date of IASB's announcement |
|---|---|
| Amendments to IAS 1 "Disclosure of Accounting Policies" Amendments to IAS 8 "Definition of Accounting Estimates" Amendments to IAS12regarding "Deferred Tax related to Assets and Liabilities arising from a Single Transaction" |
January 1 , 2023 January 1 , 2023 January 1 , 2023 |
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. |
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.
~19~
(I)Compliance statement
The parent company only financial statement has been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRSs), International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC.
(11)Compilation basis
-
Except for the financial assets at fair value through other comprehensive profit and loss which are at fair value, this parent company only financial statement is prepared at historical cost.
-
The compilation of financial statement in compliance with IFRSs requires the use of some important accounting estimates. In the process of adopting the Company's accounting policies, management also needs to adopt the judgments, which involve in highly judgmental or complex items, or major assumptions and estimated items in parent company only financial statements. For details, please refer to Note 5.
(12)Foreign currency conversion
The items listed in the Company's parent company only financial statement are all measured in the currency of the main economic environment in which the Company operates (the functional currency). The parent company only financial statement is presented in the Company's functional currency "NTD" as the presentation currency.
Foreign currency transactions and balances
-
Foreign currency transactions are converted into functional currency at the spot exchange rate on the transaction date or measurement date, and the conversion difference arising from the conversion of these transactions is recognized as current profit or loss.
-
The balance of foreign currency monetary assets and liabilities is evaluated and adjusted according to the spot exchange rate on the balance sheet date, and the translation difference arising from the adjustment is recognized as current profit or loss.
-
The balance of foreign currency non-monetary assets and liabilities, which are at FVTPL, shall be adjusted according to the spot exchange rate on the balance sheet date, and the exchange difference arising from the adjustment shall be recognized as current profit or loss; if it is at FVTOCI, it shall be adjusted at the spot exchange rate on the balance sheet date, and the exchange difference arising from the adjustment shall be recognized in other comprehensive profit or loss; if it is not at fair value, it shall be at the historical exchange rate on the initial transaction date.
-
All exchange gains and losses are listed in "Other Gains and Losses" in the Parent Company Only Income Statement.
~20~
(13)Classification criteria for current and non-current assets and liabilities
The Company is engaged in entrusting construction companies to construct buildings, and its business cycle is usually longer than one year. Assets and liabilities related to construction projects are classified as current or non-current based on the business cycle; and the standards for the classification of other items as current and non-current are as follows:
-
Assets that meet one of the following conditions are classified as current assets:
-
(1) The asset is expected to be realized, or it is intended to be sold or consumed in the normal business cycle.
-
(2) Mainly held for the purpose of trading.
-
(3) Those expected to be realized within 12 months after the balance sheet date.
-
(4) Cash or cash equivalents, except those that can be exchanged at least 12 months after the balance sheet date or used to settle liabilities are restricted.
The Company classifies all assets that do not meet the above conditions as non-current.
-
Liabilities that meet one of the following conditions are classified as current liabilities:
-
(1) Expected to be settled in the normal business cycle.
-
(2) Mainly held for the purpose of trading.
-
(3) Those expected to be paid off within 12 months after the balance sheet date.
-
(4) The repayment period cannot be unconditionally postponed to at least 12 months after the balance sheet date. The terms of the liabilities may be based on the choice of the counterparty, which may be settled by issuing equity instruments, and its classification is not affected.
The Company classifies all liabilities that do not meet the above conditions as non-current.
(14)Cash equivalents
Cash equivalents refer to short-term and highly liquid investments that can be converted into fixed amounts of cash at any time with little risk of changes in value. Time deposits that meet the definition above and are held to meet short-term cash commitments in operations are classified as cash equivalents.
(15)Financial assets at FVTPL
-
Refers to financial assets that are not at amortized cost or at FVTOCI.
-
The Company adopts transaction-day accounting for financial assets at FVTPL that conform to customary transactions.
-
The Company measures it at fair value at the time of initial recognition, and the relevant transaction costs are recognized in profit or loss, and subsequently at fair value, and its profits
~21~
or losses are recognized in profit or loss.
- When the right to receive dividends is established, the economic benefits related to dividends are likely to flow in, and the amount of dividends can be measured reliably, hence the Company recognizes dividend income in profit or loss.
(16)Financial assets at FVTOCI
-
Refers to an irrevocable choice made at the time of original recognition to present changes in the fair value of equity instrument investments not held for trading in other comprehensive income.
-
The Company adopts transaction-day accounting for financial assets at fair value through other comprehensive gains and losses that conform to transaction practices.
-
The Company measures at its fair value plus transaction costs at the time of original recognition, and subsequently at fair value:
Changes in the fair value of equity instruments are recognized in other comprehensive profit or loss. When delisting, the accumulated gains or losses previously recognized in other comprehensive profit or loss shall not be reclassified to profit or loss, and shall be transferred to retained earnings. When the right to receive dividends is established, the economic benefits related to dividends are likely to flow in, and the amount of dividends can be measured reliably, hence the Company recognizes dividend income in profit or loss.
(17)Financial assets at amortized cost
-
Refers to those who meet the following conditions at the same time:
-
(1) The financial asset is held under the business model for the purpose of collecting contractual cash flow.
-
(2) The contract terms of the financial asset generate cash flow on a specific date, which is entirely the payment of principal and interest on the outstanding principal amount.
-
The Company adopts transaction-day accounting for financial assets at cost after amortization that comply with transaction practices.
-
The Company measures its fair value plus transaction costs at the time of initial recognition, and then adopts the effective interest method to recognize interest income and impairment losses during the circulation period according to the amortization procedure, and when delisting, it will be recognized the gain or loss is recognized in profit or loss.
-
The time deposits held by the Company that are not categorized as cash equivalents are measured by the investment amount because the holding period is short and the impact of discounting is not significant.
~22~
(18)Accounts and Notes Receivable
-
Refers to accounts and notes that have the unconditional right to receive the consideration amount in exchange for the transfer of goods or services in accordance with the contract.
-
For unpaid short-term accounts and notes receivable, since discounting has little effect, the Company measures them based on the original invoiced amount.
(19)Impairment of financial assets
On each balance sheet date, for financial assets at amortized cost, after considering all reasonable and supportable information (including forward-looking information), the Company has no significant increase in credit risk since the original recognition , which measures the allowance loss by the amount of 12-month expected credit losses; for those whose credit risk has increased significantly since the original recognition, the allowance for loss shall be measured according to the amount of expected credit loss during the duration; for accounts receivable that do not include significant financial components, the allowance for loss shall be measured according to the amount of expected credit loss during the duration.
(20)Delisting of financial assets
Financial assets will be delisted when the Company's contractual rights to receive cash flows from the financial assets lapse.
(21)Lessor's lease transaction - Business lease
Lease income from business leases and net of any incentives given to the lessee will be amortized on a straight-line basis over the lease term and recognized as current profit or loss.
(22)Inventory
-
Including land for construction, premises under construction, and premises for sale, etc., the acquisition cost is adopted as the accounting basis, and the project profit and loss is recognized according to the completed contract method. The land for construction is listed as the premises under construction when it is actively developed, and the relevant interest is capitalized from the time of active development or construction to the completion of the work.
-
Inventory at the end of the period is measured by the lower of cost and net realizable value. When comparing the lower of cost and net realizable value, the item-by-item comparison method is adopted; and the net realizable value refers to the balance after deducting the estimated selling price in the normal course of business and the estimated cost to be invested in completion and related variable expenses.
~23~
(23)Investments/Subsidiaries and affiliates using the equity method
-
The subsidiary refers to an entity controlled by the Company, when the firm is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity, it shall be regarded that the Company is controlling the entity.
-
The unrealized gains and losses arising from transactions between the Company and its subsidiaries have been eliminated. The accounting policies of the subsidiaries have been adjusted as necessary to be consistent with the policies adopted by the Company.
-
The Company recognizes the share of profit and loss acquired by the affiliated enterprises as profit and loss of the current period, and the share of other comprehensive profit and loss acquired by the Company and its subsidiaries as other comprehensive profit or loss. If the share of losses recognized by the Company for a subsidiary is equal to or exceeds the equity in the subsidiary, the Company will continue to recognize losses in proportion to its shareholding.
-
If the change in the shareholding of the subsidiary does not result in a loss of control (transactions with non-controlling interests), it will be regarded as an equity transaction, which is being regarded as the transaction with the owner. Any difference between the adjusted amount of non-controlling interests and the fair value of the consideration paid or received is directly recognized in equity.
-
When the Company loses control over the subsidiary, the remaining investment in the former subsidiary is remeasured at fair value and adopted as the fair value of the originally recognized financial assets or the cost of the originally recognized investment in affiliated enterprises or joint ventures. The difference between the fair value and the carrying amount is recognized as profit or loss of the current period. For all amounts previously recognized in other comprehensive profit or loss related to the subsidiary, the accounting treatment is the same as if the Company directly disposes of the relevant assets or liabilities, that is, if the benefit or loss previously recognized as other comprehensive profit or loss will be reclassified as profit or loss when disposing of the relevant assets or liabilities, when control of the subsidiary is lost, the benefit or loss will be reclassified from equity to profit or loss.
-
Affiliated enterprises refer to all entities over which the Company has significant influence but no control, generally directly or indirectly holding more than 20% of their voting shares. The Company adopts the equity method to dispose of the investment in affiliated enterprises, and recognizes it at cost when acquired.
-
The Company recognizes the share of profit and loss acquired by the affiliated enterprises as profit and loss of the current period, and the share of other comprehensive profit and loss acquired by the Group as other comprehensive profit or loss. If the Company's share
~24~
of losses to any affiliated enterprise is equivalent to or exceeds its equity in the affiliated enterprise (including any other unsecured receivables), the Company will not recognize further losses unless the Company has any legal or constructive obligations to, or has paid on behalf of the affiliated enterprise.
-
When the affiliate has any non-profit or loss and other comprehensive profit or loss equity changes that do not affect the shareholding ratio, the Company will recognize all equity changes as "capital surplus" based on the shareholding ratio.
-
The unrealized gains and losses arising from transactions between the Company and affiliates have been eliminated in proportion to its equity in the affiliated enterprises; unless there is further evidence that the assets transferred in the transaction have been impaired, unrealized losses will also be eliminated. Necessary adjustments have been made to the accounting policies of the affiliate, which are consistent with the policies adopted by the Group.
-
In the event that an affiliate issues new shares, and the Company does not subscribe to the new shares in accordance with the proportion, resulting in a change in the investment ratio but still having a significant impact on it, the increase or decrease of the change in the net equity value is to adjust the "capital surplus" and "investments accounted for under the equity method". If the proportion of investment is reduced, in addition to the above-mentioned adjustments, the gains or losses related to the reduction of ownership interests that have been previously recognized in other comprehensive profit or loss, and the gains or losses must be reclassified to profit or loss when disposing of related assets or liabilities, it shall be reclassified to profit or loss according to the reduction ratio.
-
According to the Regulations Governing the Preparation of Financial Reports by Securities Issuers, the profit or loss and other comprehensive income or loss for the current period in the parent company only financial statement should be the same as the apportionment of profit or loss and other comprehensive income or loss attributable to the owners of the parent company in the financial statements prepared on a consolidated basis, and the owners' equity in the individual financial statements should be the same as the equity attributable to the owners of the parent company only financial statement prepared on the basis of consolidation.
(24)Joint Agreements
For the interests in joint operations, the Company recognizes the direct rights (and their shares) to the assets, liabilities, income and expenses of the joint operations, and has included them in the applicable items of the parent company only financial statement.
~25~
(25)Property, plants, and equipment
-
Real estate, plant and equipment are recorded on the basis of acquisition cost.
-
Subsequent costs are included in the book value of assets or recognized as a separate asset only when the future economic benefits related to the project are likely to flow into the Company and the cost of the project can be measured reliably. The book value of the replaced part shall be delisted. All other maintenance expenses are recognized as current profit or loss when incurred.
-
The subsequent measurement of property, plant and equipment adopts the cost model. Except for land, which is not listed for depreciation, the depreciation will be calculated using the straight-line method based on the estimated service life. If the composition of property, plant and equipment is significant, it will be depreciated separately.
-
The Company examines the residual value, service life and depreciation method of each asset at the end of each financial year. If the expected value of the residual value and service life is different from the previous estimate, or the future economic value contained in the asset If there is a significant change in the expected consumption pattern of benefits, it shall be handled in accordance with the accounting estimate change provisions of International Accounting Standard No. 8 "Accounting Policies, Changes in Accounting Estimates and Errors" from the date of the change.
The useful lives of each asset are as follows:
Houses and buildings 8 to 20 years Office equipment 5 to 23 years
(26)Lessee's lease transaction - right-of-use asset/lease liability
-
Lease assets are recognized as right-of-use assets and lease liabilities on the day they become available to the Company. When the lease contract is a short-term lease or a lease of a low-value underlying asset, the lease payment is recognized as an expense during the lease period using the straight-line method.
-
Lease liabilities are recognized at the present value of unpaid lease payments discounted at the Company's incremental borrowing rate on the lease commencement date. Lease payments are fixed payments, less any lease incentives that can be received.
-
Subsequent adoption of the interest method is measured by the amortized cost method, and interest expenses are provided during the lease period. When the lease term or lease payment changes due to non-contract modification, the lease liability will be reassessed, and the re-measurement amount will be adjusted to the right-of-use asset.
-
The right-of-use asset is recognized at cost on the lease commencement date, and the cost is the original measured amount of the lease liability. Subsequent measurement is made
~26~
using the cost model, and depreciation expenses are provided when the service life of the right-of-use asset expires or when the lease period expires, whichever is earlier. When the lease liability is reassessed, the right-of-use asset will adjust any remeasurement of the lease liabilities.
- For a lease modification that reduces the scope of the lease, the lessee will reduce the book amount of the right-of-use asset to reflect partial or complete termination of the lease, and recognize the difference between it and the remeasured amount of the lease liability in profit or loss.
(27)Investment property
Investment real estate is recognized at acquisition cost, and the subsequent measurement adopts the cost model. Except for land, depreciation is provided by the straight-line method according to the estimated service life which ranges from 8 to 60 years.
(28)Impairment of non-financial assets
On the date on the balance sheet, the Company will estimate the recoverable amount of assets which may be subject to impairment, and recognize the impairment loss when the recoverable amount is lower than its book value. The recoverable amount is the fair value of an asset less costs of disposal or its value in use, whichever is higher. When the asset impairment recognized in the previous year does not exist or decreases, the impairment loss shall be reversed. However, the increase in the book value of the asset due to the reversal of the impairment loss shall not exceed the book amount of the asset after deducting depreciation or amortization if no impairment loss is recognized.
(29)Borrowings
Refers to short-term borrowings from banks. The Company measured it at the fair value less transaction costs at the time of original recognition, and subsequently recognized any difference between the price after deducting transaction costs and the redemption value, and adopted the effective interest method and amortizing procedures to recognize interest expenses during the circulation period in profit and loss.
(30)Notes and Accounts Payable
-
Refers to the debts incurred due to the purchase of raw materials, commodities, or services on credit, and the notes payable incurred due to business and non-business matters.
-
For unpaid short-term accounts and notes payable, since discounting has little effect, the Company measures them based on the original invoiced amount.
~27~
(31)Delisting of financial liabilities
The Company delists financial liabilities when the obligations specified in the contract are performed, canceled or expired.
(32)Employee benefits
- Short-term employee benefits
Short-term employee benefits are at non-discounted amounts expected to be paid and are recognized as an expense when the related service is rendered.
-
Pension
-
For a definite contribution plan, the amount of the pension fund that shall be appropriated is recognized as the current pension cost on the basis of accruals. Advance payments are recognized as assets to the extent that they are refundable in cash or reduce future payments.
-
Severance benefits
-
Severance benefits are benefits provided when the employee's employment is terminated before the normal retirement date or when the employee decides to accept the company's welfare offer in exchange for the termination of employment. The Company recognizes an expense when it is no longer possible to withdraw the offer of termination benefits or when the related restructuring costs are recognized, whichever is earlier. Benefits that are not expected to be fully settled within 12 months after the balance sheet date will be discounted.
-
Employees and directors remuneration
-
Employee remuneration and directors' remuneration are recognized as expenses and liabilities when there is a legal or constructive obligation and the amount can be reasonably estimated. If there is a discrepancy between the actual distribution amount and the estimated amount in subsequent resolutions, it shall be treated as a change in accounting estimate. In addition, if employee remuneration is paid by stock, the basis for calculating the number of shares is the closing price on the day before the resolution of the board of directors.
(33)Income Tax
-
Income tax expense includes current and deferred income tax. Income taxes are recognized in profit or loss, except for income taxes that relate to items that are recognized in other comprehensive profit or loss or directly in equity, respectively.
-
The Company calculates current income tax based on the tax rate that has been enacted or substantively enacted on the balance sheet date in the country where the Group
~28~
operates and generates taxable income. The management level periodically assesses the status of income tax filings with respect to applicable income tax regulations and, where applicable, estimates income tax liabilities based on the expected tax payments to the taxation competent authorities. For undistributed earnings, additional income tax is levied in accordance with the Income Tax Law. In the year following the year in which the earnings are generated, the undistributed earnings income tax expense shall be recognized based on the distribution of the actual earnings after the shareholders' meeting approves the earnings distribution proposal.
-
The balance sheet method is adopted for deferred income tax, which is recognized according to the temporary difference between the tax basis of assets and liabilities and their carrying amount on the parent company only balance sheet. Deferred income tax liabilities arising from the original recognition of goodwill are not recognized if the deferred income tax arises from the original recognition of assets or liabilities in a transaction (excluding business combinations) and at the time of the transaction If it does not affect accounting profit or taxable income (tax loss), it will not be recognized. For temporary differences related to investment in subsidiaries and affiliated enterprises, if the Company can control the timing of the reversal of the temporary difference and it is highly likely that the temporary difference will not reverse in the foreseeable future, it will not be recognized. The deferred income tax is based on the tax rate (and taxation laws) that has been enacted or substantively enacted on the balance sheet date and is expected to be applicable when the relevant deferred income tax assets are realized or the deferred income tax liabilities are settled.
-
Deferred income tax assets are recognized within the scope of temporary differences, unused tax losses and unused income tax credits that are likely to be available in future taxable income, and are reassessed on each balance sheet date. Evaluate unrecognized and recognized deferred tax assets.
-
The later part of the unused income tax deduction due to the purchase of equipment or technology, research and development expenditure, and equity investment, etc., which is within the scope of future taxable income that is likely to be used for the unused income tax deduction. Recognize deferred income tax assets.
(34)Dividend distribution
The dividends distributed to the shareholders of the Company are recognized in the financial report when the shareholders' meeting of the Company resolves to distribute dividends, and the distribution of cash dividends is recognized as the liability.
(35)Revenue recognition
1. Product sales
~29~
The Company’s main commodities are wool tops, shrink-resistant wool tops and shrink-resistant loose wool, etc. Sales revenue is recognized when the goods are sold to customers, and revenue is recognized based on the price stated in the contracts.
- Lease revenue
A lease is classified as a finance lease when the terms of the lease transfer substantially all the risks and rewards of the leased asset to the lessee. The others are classified as operating leases. Under a finance lease, amounts due from the lessee are included as lease receivables. Financing income is apportioned to each accounting period to reflect the fixed rate of return available in each period. Lease income from operating leases is recognized as income on a straight-line basis over the term of the relevant lease.
(36)Organizational restructuring under joint control
-
According to the IFRS Q&A of "Accounting Concerns about Business Combinations under Joint Control" issued by the Accounting Research and Development Foundation on October 26, 2018, due to the International Financial Reporting Standard No. 3 "Business Combinations", there is no clear regulation on the merger of enterprises under joint control, so the accounting treatment of organizational reorganization within the group shall still apply the provisions of the relevant explanation letters issued in Taiwan. The book value method is adopted, and it is regarded as the restructuring of the previous financial statements from the beginning of the merger.
-
In the third quarter of 2022, the Company acquired 33% of the equities of Hanlin Development Co., Ltd. (hereinafter referred to as Hanlin Development), a subsidiary of Hanshen Asset Management Co., Ltd. (the ultimate parent company of the Group), and obtained more than half of seats of its board of directors. Because this equity transaction is an organizational reorganization under common control, according to the ARDF official letter (2012) Ji Mi Zi No. 301, the Company considers that Hanlin Development has been merged from the beginning, and when recompiling the financial statements of previous years, it shall attribute the share of the equity originally belonged to the shareholders of Hanlin Development (Hanshin Asset Management Co., Ltd.) to the "equity owned by the previous holder under the joint control", and the share of profits and losses originally belonged to the shareholders of Hanlin Development (Hanshin Asset Management Co., Ltd.) shall attributed to the "net profit (loss) owned by the previous holder under the joint control".
~30~
- V. Major sources of uncertainty in major accounting judgments, estimates and assumptions
When the Company prepared these parent company only financial statements, the management level has adopted its judgment to determine the accounting policies adopted, and made accounting estimates and assumptions based on the current situation at the balance sheet date and reasonable expectations of future events. The major accounting estimates and assumptions made may differ from the actual results, and will be continuously evaluated and adjusted taking into account historical experience and other factors. These estimates and assumptions have a risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Please explain in detail the following explanations on the uncertainty of major accounting judgments, estimates and assumptions:
(I)Important Judgments for Adoption of Accounting Policies
None.
(II) Important Accounting Estimates and Assumptions
Impairment testing of investment using the equity method
When there is an indication of impairment that an investment using the equity method may have been impaired so that the carrying amount cannot be recovered, the Company immediately assesses the impairment of the investment. The Company evaluates the recoverable amount based on the discounted present value of the expected future cash flow of the invested company, and analyzes the rationality of the relevant assumptions. On December 31, 2022, the Company's investment using the equity method after recognizing impairment losses was NT$1,319,796.
VI. Explanation of important accounting items
(I)Cash and cash equivalents
| Working capital Demand deposits Time deposits |
December 31, 2022 $ 30 235,132 30,000 $ 265,162 |
December 31, 2021 |
|---|---|---|
| $ 30 188,121 230,000 |
||
| $ 418,151 |
-
The credit quality of the financial institutions that the Company interacts with is good, and the Company interacts with a number of financial institutions to diversify the credit risk, and the risk of default is expected to be very low.
-
The Company does not pledge any cash or cash equivalents.
~31~
(11)Financial assets at amortized cost- Current
| Time deposits | December 31, 2022 $ 80,000 |
December 31, 2021 |
|---|---|---|
| $ 20,000 |
-
In 2022 and 2011, the Company's interest income recognized in profit or loss due to financial assets at amortized cost was NT$186 and NT$100 (tabled as "interest income") respectively.
-
Without regard to the collateral held or other credit enhancements, it is the most representative of the financial assets held by the Company at amortized cost. On December 31, 2022 and 2021, the amount of the maximum credit risk exposure was NT$80,000 and NT$20,000, respectively.
-
The Company has not provided financial assets at amortized cost as pledge guarantees.
(12)Notes receivable and net accounts
| Notes receivable Accounts receivable |
December 31, 2022 $ 2,210 $ - |
December 31, 2021 |
|---|---|---|
| $ 260 | ||
| $ 2,615 |
-
The Company's notes receivable and accounts receivable are not overdue.
-
The Company's notes receivable and accounts receivable balances on December 31, 2022 and 2021 were all due to customer contracts, and the balance of receivables from customer contracts on January 1, 2021 was NT$11,729.
-
The Company has not provided pledge guarantees for bills receivable and accounts.
-
Regardless of the collateral held or other credit enhancements, the amount of exposure that best represents the maximum credit risk of the Company's notes and accounts receivable on December 31, 2022 and 2021 were NT$2,210 and NT$2,875 respectively.
-
Please refer to Note 12 (2) for the credit risk information of relevant notes receivable and accounts receivable.
(13)Inventory
| Building and land under construction Project Kuo Yang Intercontinental (previously known as Project Neihu Jiuzong) Project Kuo Yang Digital (previously known as project Sanchong Chunghsing) Project Zhonghe Chungyuan Project Tucheng Zhongyi |
December 31,2022 $ 384,372 372,755 510,863 248,109 $ 1,516,099 |
December 31,2021 |
|---|---|---|
| $ 319,340 288,952 - 243,242 |
||
| $ 851,534 |
~32~
-
The inventories as of December 31, 2022 and 2021 were the percentage of shares held by the Company in joint operations. Please refer to Note 6(5) for details.
-
The cost of inventories recognized as expense losses by the Company in 2022 and 2021 were NT$17,601 and NT$78,771, respectively.
-
The capitalized amount of the inventory interest of the Company in 2022 and 2021 was NT$14,635 and NT$7,015, respectively, and the capitalized interest rate was 1.80%~3.00% and 1.80%~1.83%, respectively.
-
Please refer to Note 8 for details of the Company's provision of guarantees for inventories.
(14)Joint Operation
-
Part of the Company's development projects are joint operations. For the rights and interests of joint operations, the Company recognizes its direct interests (and their shares) in the assets, liabilities, income and expenses of joint operations, and has included them in the parent company only financial statement of the applicable items.
-
The information on the joint operation and development projects held by the Company is as follows:
| follows: | |||
|---|---|---|---|
| Shareholding | |||
| Project name | percentage | Co-builder | Description |
| Project Zhonghe Chungyuan |
40% | Chengli International Development Co., Ltd. and three other companies |
Zhonghe District, New Taipei City |
| Project Kuo Yang Digital |
15% | Kuo Yang Construction Co., Ltd. and three other companies |
Sanchong District, New Taipei City |
| (Original Sanchong | |||
| Zhongxing Project) | |||
| Project Kuo Yang Intercontinental |
10% | Kuo Yang Construction Co., Ltd. and four other companies |
NeihuDistrict, Taipei City |
| (Original Neihu Jiuzong | |||
| Project) | |||
| Project Tucheng Zhongyi |
10% | Kuo Yang Construction Co., Ltd. and three other companies |
Tucheng District, New Taipei City |
- The aggregate information on the shares of joint operation held by the Company is as follows:
| Balance Sheet Current assets Inventory Other current assets |
December 31,2022 |
|---|---|
| Project Kuo Yang Intercontinental Project Tucheng Zhongyi Project Kuo Yang Digital Project Zhonghe Chungyuan |
|
| $ 384,372 $ 248,109 $ 372,755 $ 510,863 9,532 1,801 15,521 18,267 |
|
| 393,904 249,910 388,276 529,130 |
~33~
| Non-current assets 20 - - - Total assets $ 393,924 $ 249,910 $ 388,276 $ 529,130 Current liabilities Short-term borrowings $ 261,178 $ 149,710 $ 267,900 $ 324,734 Other current liabilities 16,925 438 549 3,446 278,103 150,148 268,449 328,180 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 Intercontinental Project Tucheng Zhongyi Project Kuo Yang Digital Project Zhonghe 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 $ - |
Non-current assets 20 - - - Total assets $ 393,924 $ 249,910 $ 388,276 $ 529,130 Current liabilities Short-term borrowings $ 261,178 $ 149,710 $ 267,900 $ 324,734 Other current liabilities 16,925 438 549 3,446 278,103 150,148 268,449 328,180 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 Intercontinental Project Tucheng Zhongyi Project Kuo Yang Digital Project Zhonghe 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 $ - |
20 - - - |
|---|---|---|
| $ 393,924 $ 249,910 $ 388,276 $ 529,130 |
||
| $ 261,178 $ 149,710 $ 267,900 $ 324,734 16,925 438 549 3,446 |
||
| 278,103 150,148 268,449 328,180 |
||
| - 24 - 601 |
||
| $ 278,103 $ 150,172 $ 268,449 $ 328,781 |
||
| $ 286 $ 137 $ - $ 362 |
||
Income Income Costs Expenses BalanceSheet Current assets Inventory Other current assets Non-current assets Totalassets |
||
| $ - $ - $ - $ - |
||
| $ 255 $ 274 $ 237 $ 59 |
||
| December 31, 2021 | ||
| Project Kuo Yang Intercontinental Project Tucheng Zhongyi Project Kuo Yang Digital Project Zhonghe Chungyuan |
||
| $ 319,340 $ 243,242 $ 288,952 $ - 15,073 1,903 41,410 - |
||
| 334,413 245,145 330,362 - |
||
| - - - - |
||
| $ 334,413 $ 245,145 $ 330,362 $ - |
| Current liabilities Short-term borrowings Other current liabilities Non-current liabilities Total liabilities |
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 $ - |
Statement of
~34~
| Comprehensive Income Income Costs Expenses |
$ 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 $ 218,814 ( 137,539) $ 81,275 |
December 31, 2021 |
|---|---|---|
| $ 218,814 ( 107,882) |
||
| $ 110,932 |
-
The Company categorizes strategic investments and equity instrument investments for stable dividend collection as financial assets at fair value through other comprehensive profit and loss, and the fair values of these investments on December 31, 2022 and 2021 were NT$81,275 and NT$110,932, respectively.
-
The details of the financial assets at fair value through other comprehensive profit and loss recognized in profit or loss and comprehensive profit or loss are as follows:
| 2022 | 2021 | ||||
|---|---|---|---|---|---|
| Financial assets measured at fair value through | |||||
| other comprehensive income or loss | |||||
| Equity instruments measured at fair value | |||||
| Changes in fair value recognized in other | |||||
| comprehensive profit or loss | ($ | 29,657) ($ | 60,506) | ||
| Accumulated gain or loss due to | |||||
| derecognition | |||||
| Listed as retained earnings | $ | 76 $ | 42,041 | ||
| Dividend income recognized in profit or loss | |||||
| Held at the end of the current period | $ | - $ | 9,056 |
-
Regardless of the collateral held or other credit enhancements, the most representative of the financial assets held by the Company at fair value through other comprehensive profit and loss. On December 31, 2022 and 2021, the amount of risky exposure with the largest credit risk was NT$81,275 and NT$110,932, respectively.
-
The Company has not provided financial assets at FVTOCI as pledge guarantees.
~35~
(16)Investments accounted for using equity method
| January 1 Refund of capital reduction of investments under 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 Investee HCW Investment Co., Ltd. Hanlin Development Co., Ltd. Affiliate Hanshin Shopping Plaza Co., Ltd. Jollify Creative, Ltd. Jollify4ever Ltd. |
2022 | 2022 | 2021 | 2021 |
|---|---|---|---|---|
| $ 1,692,540 ( 299,330) 188,751 ( 147,000) ( 46,403) 7,372 ( 76,134) |
$ 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 $ 1,319,796 |
December 31, 2021 $ 483,370 347,601 753,975 40,268 67,326 $ 1,692,540 |
-
For information on subsidiaries, please refer to Note 4(3) of the Company's 2022 consolidated financial statements.
-
The Company acquired 33% of the equity of Hanlin Development Industry Co., Ltd. in the third quarter of 2022, and acquired more than half of the seats in the Board of Directors. Therefore, the equity transaction belongs to the organizational reorganization under common control, and it should be considered as acquired from the beginning. Therefore, the 2021 parent company only financial statements have been restated retrospectively. For information on the organizational reorganization, please refer to Note 6(26).
~36~
3. Affiliates
(1) Basic information of the major affiliates of the Company is as follows:
| Company name Principal place of business |
Shareholding percentage December 31, 2022 December 31, 2021 Nature of relationship Measurement method |
|---|---|
| Hanshin Shopping Plaza Co., Ltd. Taiwan |
16.00% 16.00% - Affiliate Equity method |
- (2) The summarized financial information of the major affiliates of the Company is as follows:
Balance Sheet
| Balance Sheet | ||
|---|---|---|
| Current assets Non-current assets Current liabilities Non-current liabilities Total netassets Shareholding in the affiliate's netassets Goodwill Book value of affiliated enterprises |
HanshinShoppingPlaza Co.,Ltd. | |
| December 31, 2022 $ 3,524,083 9,144,384 ( 3,398,127) ( 6,472,357) $ 2,797,983 $ 483,520 295,657 $ 779,177 |
December 31, 2021 | |
| $ 2,134,400 9,785,432 ( 2,344,037) ( 6,954,504) |
||
| $ 2,621,291 | ||
| $ 458,318 295,657 |
||
| $ 753,975 |
Statement of Comprehensive Income
| Statement of Comprehensive Income | ||
|---|---|---|
| Income Net income from continuing operations Other comprehensive income (net, after tax) Total comprehensive income of the current period |
Hanshin ShoppingPlaza 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$107,594, respectively. The share of the operating result is summarized as follows:
| Net loss from continuing operations Other comprehensive income (net, after tax) Total comprehensive income of the current period |
2022 | 2021 |
|---|---|---|
| ($ 10,594) ( 4,105) |
($ 40,851) 5,069 |
|
| ($ 14,699) | ($ 35,782) |
- In 2022, the Company assessed that the investment in Jollify4ever Ltd. using the equity
~37~
method had been impaired, so it recognized an impairment loss of NT$46,403 and listed it in "Other Gains and Losses".
-
Jollify Creative, Ltd. handled a cash capital increase in September 2022. The Company did not subscribe according to the shareholding ratio, and hence the shareholding ratio of Jollify Creative, Ltd. decreased from 46.83% to 37.46%. The Company is the largest single shareholder of that company. Since other shareholders (non-related persons) have signed a shareholder agreement, it shows that the company has no actual ability to lead relevant activities, so it is judged that it has no control over the company and only has a significant influence.
-
Jollify4ever Ltd. was split and reduced its capital by resolution of the extraordinary shareholders’ meeting in November 2021. Jollify4ever Ltd. split the business value of NT$80,000 to the newly established Jollify Creative, Ltd., and held it according to the shareholding ratio of the original shareholders. Therefore, the Company acquired 46.83% of equities of Jollify Creative, Ltd., making it the largest single shareholder of the company, because other shareholders (non-related parties) have signed a shareholder agreement, which shows that the Company has no actual ability to lead relevant activities, so it is deemed that it has no control over the company and only has a significant influence.
(17)Property, plants, and equipment
- 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 | Total $ 1,908 ( 1,716) $ 192 $ 192 ( 25) $ 167 $ 1,908 ( 1,741) $ 167 |
||
| 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 |
||
| $ 310 ( 296) |
||||
| $ 14 | ||||
| $ 14 - |
||||
| $ 14 | ||||
| $ 310 ( 296) |
||||
| $ 14 |
~38~
| January 1 Costs Accumulated depreciation and impairment January 1 Depreciation expense December 31 December 31 Costs Accumulated depreciation and impairment |
2021 | 2021 | Total $ 1,908 ( 1,692) $ 216 $ 216 ( 24) $ 192 $ 1,908 ( 1,716) $ 192 |
|
|---|---|---|---|---|
| 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 |
||
| $ 310 ( 296) |
||||
| $ 14 | ||||
| $ 14 - |
||||
| $ 14 | ||||
| $ 310 ( 296) |
||||
| $ 14 |
-
No guarantees are provided for the Company's property, plant and equipment.
-
Due to the trust contract entered into with the bank, the ownership of the Company's land, buildings and buildings is registered in the name of the bank.
(18)Lease transactions - Lessee
-
The underlying assets leased by the Company include office equipment and buildings, and the lease contract period is usually 1 to 5 years. Lease contracts are negotiated individually and contain various terms and conditions. Except that the leased assets may not be used as loan guarantees, no other restrictions are imposed.
-
The book value of the right-of-use assets and the information of recognized depreciation expenses are as follows:
| Office equipment Office equipment |
December 31, 2022 Book value $ 13 2022 Depreciation expense $ 33 |
December 31, 2021 |
|---|---|---|
| Book value | ||
| $ 46 | ||
| 2021 | ||
| Depreciation expense | ||
| $ 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:
| Items affecting current profit and loss Interest expense of lease liabilities Expenses of short-term lease contracts |
2022 $ - 2,257 |
2021 |
|---|---|---|
| $ 1 2,244 |
~39~
- The total cash outflow for leases of the Company in 2022 and 2021 amounted to NT$2,291 and NT$2,278, respectively.
(19)Investment property
- Investment property refers to the Company's own investment property. The Company signs commercial property lease contracts for its own investment properties. The lease contract term is usually 1~2 years, and the details are as follows:
| January 1 Depreciation expense December 31 January 1 Depreciation expense December 31 |
2022 | ||
|---|---|---|---|
| Land $ 72,160 - $ 72,160 |
Houses and buildings |
Total | |
| $ 59,349 ( 2,071) |
$ 131,509 ( 2,071) |
||
| $ 57,278 | $ 129,438 | ||
| 2021 | |||
| Land $ 72,160 - $ 72,160 |
Houses and buildings |
Total | |
| $ 61,420 ( 2,071) |
$ 133,580 ( 2,071) |
||
| $ 59,349 | $ 131,509 |
- 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 $ 2,212 $ 448 $ 2,530 |
2021 |
|---|---|---|
| $ 2,195 | ||
| $ 493 | ||
| $ 2,508 |
-
The fair value of the investment property held by the Company as of December 31, 2022 and 2021 were NT$248,060 and NT$209,880, respectively, which were taken into consideration of the According to the evaluation result of the experts, this evaluation adopts the income approach and belongs to Level 3 fair value. The main assumption is that the income capitalization rate is 1.20%~1.50%.
-
The Company does not provide any investment property as collateral.
~40~
(20)Short-term borrowings
| Nature of loan Bank loans Secured loans Credit loans Nature of loan Bank loans Secured loans |
December 31, 2022 $ 980,244 113,278 $ 1,093,522 December 31, 2021 $ 607,820 |
Interest rate range Collaterals |
|---|---|---|
| 2.425%~2.635% Please refer to Note 8 2.425%~2.525% None Interest rate range Collaterals |
||
| 1.8%~1.83% Please refer to Note 8 |
-
Guaranteed borrowings recognized in the book are the shares recognized by the Company for its participation in joint operations based on its percentage. Please refer to Note 6(5) for details.
-
The interest expenses recognized in profit or loss in 2022 and 2021 were NT$380 and NT$0, respectively.
(21)Pension
Since July 1, 2005, the Company has established a defined retirement contribution in accordance with the "Labor Pension Act", which is applicable to domestic employees. The Company shall contribute 6% of their monthly salaries into individual accounts held by the Bureau of Labor Insurance for employees who elect to apply the labor pension system under the "Labor Pension Act". Depending on the amount of the personal pension account and the accumulated income, the pension will be paid on a monthly basis or in lump sum.
In 2022 and 2021, the Company recognized pension cost amounting to NT$595 and NT$548, respectively, in accordance with the above regulations governing the recognition of pension fund.
(22)Share capital
As of December 31, 2022 and 2021, the Company's authorized capital was NT$1,100,000, which was divided into 110,000 thousand shares and issued in tranches. The paid-in capital was NT$920,000, and the par value was NT$10 per share. The payment for the shares issued by the Company has been received.
(23)Capital surplus
- According to the requirements of IFRS Questions and Answers, Letter (95) Ji-Mi-Zi No. 081 and Letter (100) Ji-Mi-Zi No. 390 published by the Accounting Research and Development Foundation on October 26, 2018, the acquisition of the Company's shares
~41~
in Hanlin Development, a subsidiary of the ultimate parent company, is considered an organizational reorganization under common control as described in Note 6, (26). The consideration paid by the Company exceeds the ultimate parent company's book value of the investment under the equity method, and capital surplus-issuance premium shall be adjusted. If the capital surplus-issuance premium is insufficient, the retained earnings shall be adjusted down.
- According to the Company Act, in addition to the surplus from the issuance of shares in excess of the par value and from the capital surplus from the receipt of gifts, which may be used to make up for losses, the Company shall pay dividends, in which case new shares or cash may be issued, in proportion to the original shares when the Company has no accumulated losses. new shares or cash. In addition, according to the relevant regulations of the Securities and Exchange Act, the total amount of the above-mentioned capital surplus to be appropriated as capital may not exceed 10% of the paid-in capital each year. The Company may not use the surplus reserve to supplement the capital deficit, except when there is insufficient surplus reserve to cover the capital deficit.
| Treasury stock trading Impact of organizational reorganization Disposal of equity instruments at FVTOCI by affiliates Changes in the net equity 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 |
(24)Retained earnings
-
According to the Articles of Incorporation, annual surpluses concluded by the Company are first subject to taxation and making up for previous losses, followed by a 10% provision for legal reserves; however, no further provision is needed when legal reserves have accumulated to the same amount as the Company's paid-in capital. Any surpluses remaining shall then be subject to provision or reversal of special reserves, as the laws. The residual balance (if any) can then be added to undistributed earnings carried from previous years per board resolution, and the shareholder meeting resolved to distribute shareholder bonus shares.
-
On June 23, 2022, the shareholders' meeting approved the amendment to the Company's Articles of Association. According to the surplus distribution policy of the Company's Articles of Association, profit distribution or loss compensation can be carried out after the end of each quarter in accordance with the Company Act. When distributing surplus,
~42~
it is necessary to estimate and retain tax payables, make up for losses according to law, set legal reserves, and transfer or reverse special reserves in accordance with relevant laws and regulations. When the distribution of earnings in this item is made by issuing new shares, it shall be subject to a resolution of the shareholders' meeting in accordance with Article 240 of the Company Act; if it is distributed in cash, it shall be subject to a resolution of the board of directors.
-
The Company's dividend distribution policy depends on factors such as the company's current and future investment environment, capital needs, domestic and foreign competition conditions, and capital budgets, taking into account the interests of shareholders, balancing dividends, and the company's long-term financial planning. Dividends shall be distributed in combination, of which cash dividends shall not be less than 20% of the total dividends.
-
According to the Company Act, the legal reserve shall be contributed until its total amount reaches the total capital. The legal reserve shall not be used except to make up for the company's losses and to issue new shares or cash in proportion to the shareholders' original shares. However, the issuance of new shares or cash shall be limited to the portion of the reserve exceeding 25% of the paid-in capital.
-
When the Company distributes surplus, according to the laws, the debit balance of other equity items on the balance sheet date of the current year shall be withdrawn as a special reserve for distribution. When the debit balance of other equity items is subsequently reversed, the reversed amount may be included in the distributable surplus.
-
When adopting IFRSs for the first time, the special surplus reserve was listed in the official letter Jin Guan Zheng Fa Zi No. 1010012865 issued on April 6, 2012. When the Company subsequently uses, disposes or reclassifies the relevant assets, it will reverse the original proportion of the special reserve.
-
On August 12, 2021, the shareholders’ meeting of the Company resolved not to distribute surplus for 2020. On June 23, 2022, the shareholders' meeting resolved to distribute surplus for 2021 as follows:
| Legal reserve Cash dividends |
2021 | 2021 |
|---|---|---|
| Amount $ 15,236 18,400 |
Dividend per share (NT$) |
|
$ 0.20 |
~43~
- 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 |
(25)Other equity items
| Other equity items | ||||
|---|---|---|---|---|
| 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 |
|||
| ($ ( ( ( ( |
117,229) 29,657) 11,708) 65,122) 76) 19,604 |
$ ( ( ( ( |
133,334 60,506) 119,146) 39,192) 42,041) 10,322 |
|
| ($ | 204,188) | ($ | 117,229) | |
| Lease | Total | |||
| $ 14,780 2,996 $ 17,776 |
||||
| $ 75,450 3,349 $ 78,799 |
(26)Revenue
~44~
-
The Company's revenue from contracts with customers comes from the transfer of goods at a certain point in time or the gradual transfer of services over time . The amount in 2022 and 2021 was NT$14,780 and NT$75,450, respectively.
-
The Company did not recognize contract assets and contract liabilities related to customer contract revenue as of December 31, 2022 and 2021.
(27)Interest income
| Interest on bank deposit Interest income from financialassetsat amortized cost her income Dividend income Other income - others |
2022 $ 1,419 186 $ 1,605 2022 $ - 288 $ 288 |
2021 $ 1,171 100 $ 1,271 2021 $ 9,056 523 $ 9,579 |
|---|---|---|
(28)Other income
(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
~45~
(31)Additional Information on Nature of Expenses
| Employee welfare expenses Depreciation expense Employee welfare expenses Depreciation expense Amortization expense |
2022 | ||
|---|---|---|---|
| Attributable to operating costs $ - 2,071 $ 2,071 |
Attributable to operating expenses $ 20,574 58 $ 20,632 |
Total | |
| $ 20,574 2,129 |
|||
| $ 22,703 | |||
| 2021 | |||
| Attributable to operating costs $ - 2,071 - $ 2,071 |
Attributable to operating expenses $ 20,941 57 6 $ 21,004 |
Total | |
| $ 20,941 2,128 6 |
|||
| $ 23,075 |
(32)Employee welfare expenses
| Salary expenses Labor and health insurance premiums Pension expense Director Compensation Other employee expenses |
2022 $ 10,068 1,046 595 8,129 736 $ 20,574 |
2021 |
|---|---|---|
| $ 10,238 1,050 548 8,303 802 |
||
| $ 20,941 |
-
According to the Company's Articles of Incorporation, the Company shall appropriate 0.5%~5% of the balance as the remuneration to employees, and no more than 0.2% to the remuneration to Directors, after deducting the accumulated losses based on the current profit status of the Company.
-
The remuneration to employees was estimated at NT$559 and NT$683 in 2022 and 2021, respectively; the remuneration to directors was estimated at NT$559 and NT$683 .
The remuneration to employees and directors of 2022 was estimated based on the profits of the year and the Articles of Incorporation.
The remuneration to employees and directors was approved by the Company's Board of Directors on March 23, the amounts were consistent with the recognized amounts in the 2021 financial report.
~46~
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: | ||
|---|---|---|
| Current income tax : Additional tax on undistributed earnings Underestimation of income tax in previous years Total income tax for the period Deferred income tax : The original generation and reversal of temporary difference Income tax expenses |
2022 $ 5,936 - 5,936 555 $ 6,491 |
2021 |
| $ - 6,834 6,834 |
||
| 33 $ 6,867 |
2. 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) Additional tax on undistributed earnings 5,936 Deferred income tax assets for unrecognized taxation losses 6,656 Overestimation/Underestimation of income tax in previous years - Income tax expenses $ 6,491 |
2022 | 2021 |
|---|---|---|
| $ 27,028 ( 32,231) - 5,236 6,834 |
||
| $ 6,491 | $ 6,867 |
- The amounts of deferred income tax assets or liabilities arising from temporary differences are as follows:
~47~
2022
| Deferred income tax assets Impairment loss of investment property Unrealized exchange loss Deferred income tax liabilities Valuation of financial assets Unrealized exchange gain |
January 1 | Recognized in profit or loss $ - ( 57) ($ 57) $ 13 ( 511) ($ 555) |
Recognized in other comprehensive net income |
December 31 |
|---|---|---|---|---|
| $ 338 57 |
$ - - |
$ 338 - |
||
| $ 395 | $ - | $ 338 | ||
| ($ 13) - |
$ - - |
$ - ( 511) |
||
| $ 382 | $ - | ($ 173) |
| Deferred income tax assets Impairment loss of investment property Unrealized exchange loss Deferred income tax liabilities Valuation of financial assets |
2021 | 2021 | ||
|---|---|---|---|---|
| January 1 | Recognized in profit or loss $ - ( 33) ($ 33) $ - ($ 33) |
Recognized in other comprehensive net income |
December 31 | |
| $ 338 90 |
$ - - |
$ 338 57 |
||
| $ 428 | $ - | $ 395 | ||
| ($ 13) | $ - | ($ 13) | ||
| $ 415 | $ - | $ 382 |
- 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 deferred income tax assets $ 24,080 37,594 26,178 33,276 $ 121,128 |
Last crediting year |
|---|---|---|---|---|
| 2028 2030 2031 2032 |
~48~
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 deferred income taxassets $ 24,080 37,594 26,178 $ 87,852 |
Last crediting year |
|---|---|---|---|---|
| 2028 2030 2031 |
- Deductible temporary differences not recognized as deferred income tax assets
December 31, 2022 December 31, 2021 Deductible temporary difference $ 121,221 $ 87,944
- The income tax for the profit-seeking business of the Company has been approved by the tax collection authority up to 2020.
(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 | 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 2022 |
||
| 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 |
~49~
| 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) 92,000 - $ 92,000 92,000 - 29 92,029 |
Earnings per share (NTD) |
|
| $ 1.39 0.14 |
|||
| $ 1.53 | |||
| $ 1.39 0.14 - |
|||
| $ 1.53 |
(35)Organizational reorganization
-
In order to integrate and enhance the development resources for the rental and sale business and real estate business, on August 10, 2022, the Board of Directors resolved to acquire a 33% equity of Hanlin Development from the ultimate parent company, Hanshen Asset Management Co., Ltd. The business scope is investment in real estate, residential building. On August 26, 2022, the Board of Directors of Hanlin Development was elected by the interim extraordinary meeting and obtained a majority of the seats, gained control.
-
Therefore, the equity transaction is a reorganization under common control, and the book value method was adopted for the accounting treatment. The consideration paid and the book value of the net assets acquired by Hanlin Development on the transaction base date are as follows:
| Acquisition cost Less: Book value of net assets acquired Difference: Adjusted additional paid-in capital |
$ 231,000 ( 261,461) |
|---|---|
| ($ 30,461) |
- The equity owned by the previous holder under the joint control recognized by the Company due to the organizational reorganization on December 31, 2022 and
~50~
December 31, 2021 was NT$0 and NT$347,601, respectively, based on the financial statements of investees audited by the CPAs for the same periods.
- As of August 26, 2022, the Company recognized a balance of NT$261,461 in "equity owned by the previous holder under the joint control" attributable to Hanshin Asset Management Co., Ltd. This amount was written off upon completion of the above transaction.
(36)Changes in liabilities from financing activities
| January 1 Changes in cash flow from financing December 31 January 1 Changes in cash flow from financing Interest expenses paid (Note) Other non-cash changes December 31 |
2022 | 2022 | ||
|---|---|---|---|---|
| Short-term borrowings $ 607,820 485,702 $ 1,093,522 |
Lease liabilities Deposits received $ 47 $ 623 ( 34) 405 $ 13 $ 1,028 2021 |
Total liabilities from financing activities |
||
| $ 608,490 486,073 |
||||
| $ 1,094,563 | ||||
| Short-term borrowings $ 157,000 450,820 - - $ 607,820 |
Lease liabilities $ 80 ( 33) ( 1) 1 $ 47 |
Deposits received $ 378 245 - - $ 623 |
Total liabilities from financing activities |
|
| $ 157,458 451,032 ( 1) 1 $ 608,490 |
Note: Cash flow from operating activities is presented in the table.
~51~
VII. Related party transactions
(I)Names of related parties and their relationship
| d party transactions f related parties and their relationship |
|
|---|---|
| Name of related party Hanshin Asset Management 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. 2. 3. |
Administrative expenses 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.
~52~
-
(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
| 2022 | 2021 | |||||
|---|---|---|---|---|---|---|
| Short-term employee benefits | $ | 10,331 | $ | 13,868 |
VIII. Assets collateralized (pledged)
The details of collateral for the Company's assets are as follows:
| Assets Inventory - building and land under construction |
Bookvalue December 31, 2022 December 31, 2021 $ 1,439,906 $ 797,906 |
Purpose of guarantee |
|---|---|---|
| December 31, 2022 $ 1,439,906 |
||
| 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.
~53~
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
December 31, 2022 December 31, 2021
| December 31, 2022 | December 31, 2021 | |
|---|---|---|
| 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 |
$ 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 |
$ 110,932 |
| $ 418,151 20,000 260 2,615 43 396 |
||
| $ 441,465 | ||
| $ 607,820 - 2,595 8,603 623 |
||
| $ 619,641 | ||
| $ 47 |
2. Risk management policies
(1) The Company's financial risk management objectives are mainly to manage market
~54~
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:
| fluctuations are as follows: | |||
|---|---|---|---|
| (Foreign currency : Functional currency) Financialassets Monetary items USD: NTD (Foreign currency : Functional currency) Financialassets Monetary items USD: NTD |
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 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:
~55~
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. The credit risk of the Company is the risk of financial loss of the Company 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.
~56~
-
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. 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):
~57~
| 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 1- 30 days $ - $ - $ $ |
Overdue 31- 60 days |
|---|---|---|---|
| $ $ | |||
| $ |
(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:
~58~
Non-derivative financial liabilities: December 31, 2022 Within 1 1-2 years 2 to 3 More than year years 3 years Short-term borrowings $ 115,147 $ 24,434 $ 285,612 $ 777,835 Lease liabilities 13 Non-derivative financial liabilities: December 31, 2021 Within 1 1-2 years 2 to 3 years More than 3 year years Short-term borrowings $ 10,984 $ 10,984 $248,884 $383,324 Lease liabilities 34 13
- D. The Company does not expect that the cash flow in the due date analysis will occur significantly earlier, or the actual amount will be significantly different.
(III) Fair Value Information
-
The definitions of the various levels of evaluation techniques adopted to measure the fair value of financial and non-financial instruments are as follows:
-
Level 1: Quoted prices (unadjusted) in an active market for the same assets or liabilities available to the enterprise on the measurement date. An active market is one in which transactions in assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the listed/OTC stock invested by the Company belongs to this category.
Level 2: Observable inputs, directly or indirectly, for assets or liabilities other than quoted prices included in Level 1.
Level 3: Unobservable inputs to assets or liabilities.
-
For information on the fair value of investment real estate at cost, please refer to Note 6(10).
-
Financial instruments not measured by fair value
The book value of the Company’s cash and cash equivalents, notes receivable, accounts receivable, other receivables, refundable deposits, short-term borrowings, notes payable, accounts payable, other payables (including related parties), and deposits received are reasonable approximations of fair values.
- Financial and non-financial instruments measured by fair value are classified by the 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:
~59~
- (1) The Company classifies them according to the nature of assets and liabilities, and the relevant information is as follows:
| December 31, 2022 | Level 1 $ 81,275 Level 1 $ 110,932 |
Level 2 $ - Level 2 $ - |
Level 3 $ - Level3 $ - |
Total $ 81,275 Total |
|---|---|---|---|---|
| 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 |
||||
| $ 110,932 |
- (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:
Listed ( OTC ) stock Market quotation Closing price
-
The Company did not have any transfer between the Levels 1 and 2 in 2022 and 2021.
-
There was no transfer in or out of Level 3 in 2022 and 2021.
-
The Company is responsible for verifying the fair value of financial instruments, using independent source data to make the evaluation results close to the market status, confirming that the data source is independent, reliable, and other data sources Consistent 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.
~60~
XIII. Other disclosures
(I) Information about important transactions
-
Loans to others: None.
-
Endorsements/guarantees provided for others: Table 1.
-
Marketable securities held at the end of the period (excluding investments in subsidiaries, affiliates, and jointly controlled companies): Please refer to Table 2.
-
Accumulated purchase or sale of the same marketable securities for an amount exceeding NT$300 million or 20% of the paid-in capital: None.
-
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 3.
-
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.
-
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Engagement in derivatives transactions: None.
-
The business relationship between the parent company and its subsidiaries, and the status and amount of important transactions between each subsidiary: None.
(II) Information on invested businesses
The name and location of the investee company and other relevant information (excluding mainland China investee companies): Please refer to Table 4.
(III) Investment information in Mainland China
-
Basic information: None.
-
Significant transactions with investee companies in Mainland China directly or indirectly through businesses in a third region: None.
(IV) Information of major shareholders
Information on major shareholders: Please refer to Table 5 for details.
XIV. Information on operating segment
Not applicable.
~61~
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Statement of Cash and Cash Equivalents December 31, 2022
Table 1
Expressed in thousands of NTD
| Items Summary Working capital Bank deposits Demand deposits Foreign currency demand deposits USD$944,836.75, exchange rate30.71 Cash equivalents Time deposits Thematurity date isJanuary2023 , and the annual interest rateis 0.91%. Thematurity date isJanuary2023 , and the annual interest rateis 1.035%. |
Amount |
|---|---|
| $ 30 206,116 29,016 20,000 10,000 |
|
| $ 265,162 |
Page1 Table 1
ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Financial assets at amortized cost - Current Statement December 31, 2022
Table 2
Expressed in thousands of NTD
| Name Summary Number |
Face value | Totalamount | Interestrate | Bookvalue | Accumulated impairment Note |
|---|---|---|---|---|---|
| Time deposits Land Bank of Taiwan Time deposit in NTD 1 Land Bank of Taiwan Time deposit in NTD 1 Land Bank of Taiwan Time deposit in NTD 1 Land Bank of Taiwan Time deposit in NTD 1 Land Bank of Taiwan Time deposit in NTD 1 Land Bank of Taiwan Time deposit in NTD 1 Land Bank of Taiwan Time deposit in NTD 1 O Bank Co., Ltd. Time deposit in NTD 1 O Bank Co., Ltd. Time deposit in NTD 1 |
$ 2,600 2,900 2,900 2,900 2,900 2,900 2,900 30,000 30,000 |
$ 2,600 2,900 2,900 2,900 2,900 2,900 2,900 30,000 30,000 |
1.085% 1.085% 1.085% 1.085% 1.085% 1.085% 1.085% 1.150% 1.180% |
$ 2,600 2,900 2,900 2,900 2,900 2,900 2,900 30,000 30,000 |
$ - - - - - - - - - $ - |
| $ 80,000 | $ 80,000 |
Page1 Table 2
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Inventory statement December 31, 2022
| Table 3 Items |
Expressed in thousands of NTD Amount Costs Marketprice(Note) Note 384,372 384,372 372,755 372,755 510,863 510,863 248,109 248,109 $ 1,516,099 $ 1,516,099 |
Expressed in thousands of NTD Amount Costs Marketprice(Note) Note 384,372 384,372 372,755 372,755 510,863 510,863 248,109 248,109 $ 1,516,099 $ 1,516,099 |
Expressed in thousands of NTD Amount Costs Marketprice(Note) Note 384,372 384,372 372,755 372,755 510,863 510,863 248,109 248,109 $ 1,516,099 $ 1,516,099 |
|---|---|---|---|
| Costs |
Marketprice(Note) | ||
| 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 Project Tucheng Zhongyi |
384,372 372,755 510,863 248,109 |
384,372 372,755 510,863 248,109 |
|
| $ 1,516,099 | $ 1,516,099 |
Note: Due to the characteristics of construction companies, the market price of land and buildings under construction is stated at the lower of cost or net realizable value .
Page 1 Table 3
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Statement of Changes in Land and Construction in Progress January 1 to December 31, 2022
| Statement of | Changes in Land and Construction in Progress January 1 to December 31, 2022 |
Changes in Land and Construction in Progress January 1 to December 31, 2022 |
||||
|---|---|---|---|---|---|---|
| Table 4 Project name Neihu Jiuzong Project Land Zhongyi Project Sanchong Zhongxing Project Project Zhonghe Chungyuan |
Balance at the beginning of period $ 319,340 243,242 288,952 - $ 851,534 |
Increase in the current period Input cost Capitalized interest $ 59,603 $ 5,429 1,708 3,159 78,855 4,948 509,764 1,099 $649,930 $ 14,635 |
Amount transferredinthe current period Transferred in from land to be built Sold in the current period Transfer- out upon completion $ - $ - $ - - - - - - - - - - $ - $ - $ - |
Expressed in thousands of NTD Balance at the end of period Note $ 384,372 Provided as collateral for borrowings 248,109 〃372,755 〃510,863 〃$ 1,516,099 |
||
| Input cost $ 59,603 1,708 78,855 509,764 $649,930 |
Transferred in from land to be built $ - - - - $ - |
Sold in the current period $ - - - - $ - |
||||
| Provided as collateral for borrowings 〃〃〃 |
Expressed in thousands of NTD
Page 1 Table 4
ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Statement of Changes in Investment Using the Equity Method January 1 to December 31, 2022
Table 5
Expressed in thousands of NTD
| Name | Balance at the beginning ofperiod Increase in the current period (Note1) Decreaseinthe current period (Note2) Balance at the end ofperiod Market price or |
Balance at the beginning ofperiod Increase in the current period (Note1) Decreaseinthe current period (Note2) Balance at the end ofperiod Market price or |
Balance at the beginning ofperiod Increase in the current period (Note1) Decreaseinthe current period (Note2) Balance at the end ofperiod Market price or |
equitynet value Guarantee or pledge Note Totalprice |
|---|---|---|---|---|
| Number of shares Amount Number of shares |
Amount Number of shares Amount Number of shares Ownership held by the Company |
Amount Unitprice |
||
| HCW Investment Co., Ltd. Hanlin Development Co., Ltd. Jollify4ever Ltd. Jollify Creative, Ltd. Hanshin Shopping Plaza Co., Ltd. |
40,000,000$ 483,370 1,001,000,000 347,601 9,997,574 67,326 3,746,163 40,268 8,000,000 753,975 $ 1,692,540 |
-$ 21,109( 20,000,000)($ 284,808) 20,000,000 100.00% - 18,814( 700,000,000)( 99,330) 301,000,000 33.00% - 1,375 -( 68,701) 9,997,574 46.83% - 19,076 -( 5,480) 3,746,163 37.46% - 159,423 -( 134,222) 8,000,000 16.00% $ 219,797 ($ 592,541) |
$ 219,671 $ 10.9 267,085 2.6 - 53,864 10.7 779,176 57.2 $ 1,319,796 |
8$ 219,671 None 9 267,085 〃- - 〃5 53,864 〃9 483,520 〃$ 1,024,140 |
Note 1: The increase for the current period includes NT$ 211,050 in the recognized investment gain, NT$ 7,372 in the recognized difference of new shares not subscribed in accordance with the shareholding, and NT$ 1,375 in other equality . Note 2: The decrease for the current period includes NT$22,299 in investment loss, NT$ 299,330 in cash deduction, NT$ 46,403 in impairment loss, NT $ 147,000 in cash dividends received, and NT$ 77,509 in other equality.
Page 1 Table 5
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Statement of Short-term Borrowings December 31, 2022
| Table 6 Type of loan Secured loans Credit loans |
Explanation |
Balance at the end of period |
Duration of contract |
Interest rate range | Expressed in thousands of NTD Financing limit Mortgage or guarantee $ 237,900 Building and land under construction 129,920 Building and land under construction 16,000 Building and land under construction 14,000 Building and land under construction 225,000 Building and land under construction 42,900 Building and land under construction 401,200 Building and land under construction 124,078 None 100,000 None $ 1,290,998 |
Expressed in thousands of NTD Financing limit Mortgage or guarantee $ 237,900 Building and land under construction 129,920 Building and land under construction 16,000 Building and land under construction 14,000 Building and land under construction 225,000 Building and land under construction 42,900 Building and land under construction 401,200 Building and land under construction 124,078 None 100,000 None $ 1,290,998 |
|---|---|---|---|---|---|---|
| Chang Hwa Commercial Bank Co., Ltd. The Bank of Taiwan The Bank of Taiwan The Bank of Taiwan First Commercial Bank Co., Ltd. First Commercial Bank Co., Ltd. First Commercial Bank Co., Ltd. Chang Hwa Commercial Bank Co., Ltd. The Bank of Taiwan |
$ 237,900 129,920 16,000 3,790 225,000 42,900 324,734 23,278 90,000 |
2022/7/1~2025/12/31 110/3/10~2026/3/10 110/8/24~2026/8/24 2022/7/20~2026/8/24 110/8/18~2026/8/18 2022/9/26~2026/8/18 2022/11/9~2029/11/9 2022/7/1~2025/12/31 2022/10/24~2023/4/21 |
2.425% 2.485% 2.485% 2.635% 2.425% 2.425% 2.425% 2.425%~2.525% 2.500% |
$ 237,900 129,920 16,000 14,000 225,000 42,900 401,200 124,078 100,000 |
Building and land under construction Building and land under construction Building and land under construction Building and land under construction Building and land under construction Building and land under construction Building and land under construction None None |
|
| $ 1,093,522 | $ 1,290,998 |
Page 1 Table 6
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Statement of Operating Income January 1 to December 31, 2022
| Table 7 Items |
Quantity (kg) | Expressed in thousands of NTD Amount Note $ 5,366 9,414 14,780 2,996 $ 17,776 |
|---|---|---|
| Sales revenue Tops Anti-shrink top Subtotal Lease revenue |
14,274.60 22,786.50 |
$ 5,366 9,414 |
| 14,780 2,996 |
||
| $ 17,776 |
Page 1 Table 7
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Statement of Operating Costs January 1 to December 31, 2022
| Table 8 | Expressed in thousands of NTD | Expressed in thousands of NTD |
|---|---|---|
| Items | Amount | |
| Inventory at beginning of period | ||
| Building and land under construction | $ | 851,534 |
| Add: Current purchases | 613,341 | |
| Expenses invested in construction in the current period | 51,213 | |
| Capitalization of interest | 14,635 | |
| Lease cost | 2,977 | |
| Less: Inventory at end of period | ||
| Building and land under construction | ( | 1,516,099) |
| Operating Costs | $ | 17,601 |
Page 1 Table 8
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Statement of Sales and Marketing Expenses January 1 to December 31, 2022
| Table 9 Items |
Summary | Expressed Amount |
in thousands of NTD Note |
|---|---|---|---|
| Entertainment expenses Advertising expenses |
$ 589 887 |
||
| $ 1,476 |
Page 1 Table 9
ASCENT DEVELOPMENT CO., LTD. (Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.) Statement of Administrative Expenses January 1 to December 31, 2022
| Table 10 Items |
Summary | Expressed in thousands of NTD Amount Note $ 10,663 8,129 2,257 4,699 7,754 $ 33,502 |
|---|---|---|
| Salary expenses Director Compensation Rent expenses Labor service expense Other expenses |
The balance of other items did not exceed 5% of the balance of the account |
$ 10,663 8,129 2,257 4,699 7,754 |
| $ 33,502 |
Page 1 Table 10
ASCENT DEVELOPMENT CO., LTD.
(Previous name: CHUWA WOOL INDUSTRY CO., (TAIWAN) LTD.)
Summary table of employee benefits, depreciation, depletion, and amortization expenses incurred in the current period by function January 1 to December 31, 2022
Table 11
Expressed in thousands of NTD
| By function By nature |
2022 | 2021 | ||||
|---|---|---|---|---|---|---|
| Attributable to operating costs |
Attributable to operating expenses |
Total | Attributable to operating costs |
Attributable to operating expenses |
Total | |
| Employee welfare expenses | ||||||
| Salary expenses | $ - | $ 10,068 | $ 10,068 | $ - | $ 10,238 | $ 10,238 |
| Labor and health insurance premiums | - | 1,046 | 1,046 | - | 10,050 | 10,050 |
| Pensionexpense | - | 595 | 595 | - | 548 | 548 |
| DirectorCompensation | - | 8,129 | 8,129 | - | 8,303 | 8,303 |
| Other employee benefit expenses | - | 736 | 736 | - | 550 | 550 |
| Depreciation expense | 2,071 | 58 | 2,129 | 2,071 | 57 | 2,128 |
| Amortization expense | - | - | - | - | 6 | 6 |
Note 1: As of December 31, 2022 and 2021, the Company had 19 and 15 employees, respectively, including 7 and 7 directors who did not concurrently serve as employees.
Note 2: The Company's average employee benefit expenses in 2022 and 2021 were NT$1,037 and NT$1,548, respectively; the average employee salary expenses in 2022 and 2021 were NT$839 and NT$1,280, respectively; the average adjusted change in employee salary expenses in 2022 was -34.45%.
Note 3: The remuneration of directors is authorized at board meetings based on their level of participation in and contribution to the Company's operation. The remuneration follows the standards among the industry peers. The amount of remuneration given to the managerial officers of the Company is based on their performance, contributions, the Company's annual operating performance, and the Company's operation risks, which shall be reviewed by the Remuneration Committee and submitted to the board of directors for resolution. The amount of remuneration given to employees is mainly based on their personal performance, the Company's performance, the industry standards, and the Company's operation risks, which shall be reviewed regularly every year, and year-end bonuses are given to employees based on the current year's profit status.
Page 1 Table 11