BLG — Annual Report 2021

Jul 7, 2022

CORT 2021 ANUAL R

Better Life Group Co., Ltd.

Printed on May 5, 2022

The contents of this annual report and relevant information regarding the Company are available on the following websites. Market Observation Post System.

I. Name, title, phone number, and e-mail address of the spokesperson and acting spokesperson: Spokesperson: CFO Huang, Wen-Cheng Phone: (02) 2791-5688 E-mail: vincent@blgroup.com.tw Acting spokesperson:Assistant General Manager Hsu, Tzu-Fang Phone: (02) 2791-5688

E-mail: nikitahsu@blgroup.com.tw

• II. Address and phone number of the company's head office and branch offices; The Company: 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City 114 Phone: (02) 2791-5688
• III. Name, address, website, and phone number of the agent handling shares transfer; Name: Agency division of The Capital Securities Co., Ltd. Address: B2F., No. 97, Sec. 2, Dunhua S. Rd., Da'an Dist., Taipei City 106 Website: www.capital.com.tw Phone: (02) 2702-3999
• IV. Name of the certified public accountant who audited the company's annual financial report for the most recent fiscal year, and the name, address and phone number of the accounting firm:

Names of the certified public accountants: Chang,Shu-Ying, Tzeng,Guo-Yang Name of CPA firm: KPMG Taiwan Address: 68F., No. 7, Sec. 5, Xinyi Rd., Taipei City 110 Website: www.kpmg.com.tw Phone: (02) 8101-6666

• V. Name of any exchanges where the company's securities are traded offshore, and the method by which to access information on said offshore securities: nil
• VI. Company Website: https://blgroup.com.tw/

Page No.

	One. Letter to Shareholders 1
	Two. Company Profile
I.	Date of incorporation. 4
II.	Company's history 4
	Three. Corporate governance report
I.	Organizational system 13
II.	Information on the company's directors, general manager, assistant general
	managers, and the managers of all the Company's divisions and branch units 15
III.	Remuneration paid during the most recent fiscal year to directors, the general
	manager, and assistant general managers 23
IV.	State of the Company's implementation of corporate governance: 26
V.	Information on the professional fees of the attesting CPAs 45
VI.	Information on replacement of CPAs 46
	VII. Where the company's chairperson, general manager, or any managerial officer in
	charge of finance or accounting matters has in the most recent year held a position
	at the accounting firm of its certified public accountant or at an affiliated
	enterprise of such accounting firm 46 VIII. Any transfer of equity interests and pledge of or change in equity interests by a
	director, supervisor, managerial officer, or shareholder with a stake of more than
	10 percent during the most recent fiscal year or during the current fiscal year up to
	the date of publication of the annual report. 46
IX.	Relationship information among the Company's 10 largest shareholders 47
X.	Total number of shares and total equity stake held in any single enterprise by the
	Company, its directors and supervisors, managerial officers, and any companies
	controlled either directly or indirectly by the Company 48
	Four. Information on capital raising activities
I.	Source of capital stock 49
II.	Shareholder structure 50
III.	Diffusion of ownership 51
IV.	Name list of major shareholders: 51
V.	Market price per share, net worth per share, earnings per share, dividends per
	share for the past 2 fiscal years, and related information. 52

VI.	Company's dividend policy and implementation thereof 52
	VII. Effect upon business performance and earnings per share of any stock dividend
	distribution proposed or adopted at the most recent shareholders' meeting. 53
	VIII. Remunerations to employees and directors 54
IX.	The Company's share repurchase 54
X.	Issuance of Corporate Bonds 55
XI.	Status of implementation of preferred shares, global depository receipts, employee
	stock warrants, issuance of new shares in connection with mergers or acquisitions
	or with acquisitions of shares of other companies 55
XII.	Status of implementation of capital allocation plans. 55
	Five. Overview of operations.
I.	Description of the business 56
II.	Market, production and sales overview 59
III.	Information on employees for the 2 most recent fiscal years, and during the
	current fiscal year up to the date of publication of the annual report 62
IV.	Disbursements for environmental protection 63
V.	Labor relations 63
VI.	Important contracts 65
	Six. Financial information
I.	Condensed balance sheets and statements of comprehensive income for the past 5
	fiscal years 66
II.	Financial analysis for the past 5 fiscal years 70
III.	Audit committee's report for the most recent year's financial statements. 73
IV.	Financial statements (Consolidated) for the most recent fiscal year 74
V.	Parent company only financial statements for the most recent fiscal year, certified
	by CPAs, 74
VI.	When the company or its affiliates have experienced financial difficulties, such
	difficulties' effect on the Company's financial position. 74
	Seven. Review and analysis of the financial position, financial performance, and risks.
I.	Financial position 75
II.	Financial performance 76

III. Cash flow ............................................................................................................... 77 IV. Effect upon financial operations of any major capital expenditures during the most recent fiscal year .................................................................................................... 78

V.	The company's reinvestment policy for the most recent fiscal year, the main
	reasons for the profits/losses generated thereby, the plan for improving
	re-investment profitability, and investment plans for the coming year. 78
VI.	Risks 79
	VII. Other important matters 80
	Eight. Special items to be included
I.	Information related to the company's affiliates 81
II.	Private placement of securities during the most recent fiscal year or during the
	current fiscal year up to the date of publication of the annual report 82

III.	Holding or disposal of shares in the Company by the Company's subsidiaries
	during the most recent fiscal year or during the current fiscal year up to the date of
	publication of the annual report 82
IV.	Other matters that require additional description. 82
V.	Any matter which has had a significant impact on shareholders rights or the price

for the securities" referred to Article 36, paragraph 3, subparagraph 2 of the
Securities and Exchange Act during the most recent year or during the current
year up to the date of publication of the annual report. 82

One. Letter to Shareholders

Dear Shareholders:

Thank you to all shareholders for the support! We will operate under the philosophy of creating the best interests of our customers, employees and shareholders, and look forward to having a better performance. The following is a summary of the Company's results of operations and future operating plans for the year ended December 31, 2021.

I. 2021 Operating Result

(I) 2021 Operating Result

The 2021 consolidated operating revenue of the Company is NT\$185,474 thousand, a decrease of NT\$34,288 thousand from the last year's consolidated operating revenue of NT\$219,762 thousand. The 2021 parent-only operating revenue is NT\$136,378 thousand, a decrease of NT\$68,900 thousand from the last year's parent-only uprating revenue of NT\$205,278 thousand.

The 2021 consolidated comprehensive income (loss) for the year is at a loss of NT\$30,339 thousand, and the consolidated net loss for the period is NT\$33,677 thousand, and the loss per share is NT\$0.34.

• (II) Budget Implementation Status: Not applicable.
• (III) Financial Revenue/Expenditure and Profitability Analysis

The consolidated financial revenue/expenditure and profitability analysis of the Company in the last two years are as follows:

Item	Year	2021	2020
Financial	Net operating income	185,474	219,762
revenue/exp	Gross profit	31,983	20,774
enditure	Net loss for the period	(33,677)	(61,775)
	Return on assets (ROA) (%)	(1.47)	(3.50)
	Return on shareholders' equity (%)	(5.61)	(9.72)
	Operating income to paid-in capital ratio (%)	(3.38)	(5.29)
Profitability	Net income before tax to paid-in capital ratio (%)	(3.25)	(6.16)
	Net profit margin (%)	(18.16)	(28.11)
	Earnings per share (EPS) (NT\$)	(0.34)	(0.62)

Unit: NT\$ thousand, %

(IV) Research and Development

To thoroughly understand the real estate market, the Company has actively collected various land and real estate market information, in order to plan and design the most quality product and to satisfy consumer demands. In addition, the Company also implements rigorous control on the construction quality, project progress and cost, in order to achieve both profit and quality at the same time.

II. 2022 Business Plan Overview

(I) Operational Directives

The Company will continue to uphold the philosophy of "Commitment, Style, Perfection" and establish professional team with extensive construction experience, in order to achieve the corporation mission of sustainable operation.

(II) Important Production and Sales Policies

"Qingpu-Better Life Garden" store units will continue to be sold in 2022.

"Mountain in the Cloud" (Kang ChiaoAsahi Villa) located at Huacheng area of Xindian District, New Taipei City, will continue to be sold in 2022.

"Song Yong" project, located in Xinyi District, Taipei City, is currently under construction, and its house units are expected to be sold in 2022.

"Pauian Pau-Garden" project, located in Songshan District, Taipei City, will continue its pre-sale and start of construction in 2022.

"Yongjing Park" project, located at Zhongshan District, Taipei City, is currently under the review of urban renewal business plan.

"Hwa Ya" project, located in Guishan District, Taoyuan City, is current under the preliminary land category change related operation.

• III. Impacts of External Competitive Environment, Legal Environment and Overall Operating Environment on Company's Future Development Strategy:

• (I) Future Development Strategy:

  • (1) Through in-depth study of individual project characteristics, the Company will focus on the construction quality and after-sale service, in order to improve product differentiation and elaboration, thereby achieving irreplaceability of products.
  • (2) Strengthen the Company's brand value and competitiveness, in order to increase profit margin and to achieve maximum profit for the Company.
  • (3) Cooperate with the asset revitalization policy of the Company along with the consideration of the industrial development trend, the Company will continue to evaluate the feasibility for investing in green energy industry and tourism business.

• (II) Analysis of Impacts of External Competitive Environment, Legal Environment and Overall Operating Environment:

• (1) In response to the government's promotion in urban renewal policy, the Company will continue to actively launch urban renewal projects.
• (2) Pay attention to industrial latest news, any changes to regulations and overall political and economic environment.
• (3) Focus on construction quality, enhance customer service, in order to improve customer satisfaction. In addition, the Company expects to establish quality brand image and provide high quality products in order to achieve win-win situation for both customers and the Company.

Thank you to all shareholders for the support.We will strive for high-quality growth in the industry and diversified operation in order to enhance the Company's competitiveness. and aim to generate maximum profit. Maximizing profits is our goal, and we look forward to the continued support of our shareholders.

Wish you all good health and all the best!

Chairman: CHUNG, HSI-CHI

Two. Company Profile

• I. Date of incorporation: The Company was established on May 2, 1978 and was approved for registration on June 30, 1978.
• II. Company's history:

1978:

● The three companies, i. e. Kuo Hua Ceramic Company, Pi Yu Electronic Industry Company, and Shan Chu Company, as well as the directors and supervisors of each company, i. e. Pan, Chih-Chia, Chen, Han-Chun, and Lu, Chih-Chao initiated the preparation and formulated a share subscription plan for the construction of a factory and production and sales, which were approved by the Ministry of Economic Affairs on June 30. The registered capital was NT\$ 50,000,000

1980:

● In April, our products were exported to Japan, which is Taiwanese tile industry's first export to Japan and is proof that the quality of our products has reached international standards. In May, the equity increased by \$10,000,000 and the capital amounted to \$60,000,000.

1981:

● In May, the equity increased by \$70,000,000 and the capital amounted to \$130,000,000.

1983:

● In March, the Company was awarded as a grade A quality control factory by the Ministry of Economic Affairs, and its products were approved to be labeled with the CNS Mark for magnetic, stone wall tiles and floor tiles. It is the only factory in Taiwan that met the national standards for magnetic, stone, wall tiles and floor tiles at that time.

1984:

● In February, the location of the company was changed to Zhunan Township, Miaoli County due to business needs. In September, a computer center was established in order to actively develop computerization. In November, the Company donated to establish the Chih Yuan Research and Development Foundation

1988:

• On January 1, the capital was increased to NT\$195,007,200 by officially merging with Kuo Hua Ceramic Company, On October 31, the equity increased by \$58,502,160. On December 21, the Company was approved by the FSC of the Ministry of Finance for public offering. 1989:
• In February, the Ministry of Economic Affairs approved the registration of alteration. The

capital was \$253,509,360. In August, the equity increased and the capital was \$600,000,000. The Ministry of Economic Affairs approved the registration of alteration in October. The shares started to be listed on October 20.

1990:

● On November 1, the Ministry of Economic Affairs approved the registration of alteration, and the capital was \$810,000,000.

1991:

• In August, the FSC of the Ministry of Finance approved —letter of Tai-Tsai (1) no. 0197—the Company to issue 8,100,000 new shares, and the capital reached \$891,000,000. 1992:
• On July 3, the Ministry of Economic Affairs approved the registration of alteration, and the capital was \$891,000,000. In October 27, the FSC of the Ministry of Finance approved letter of Tai-Tsai (1) no. 02748—the Company to issue 8,910,000 new preferred shares and common shares from cash of \$300,000,000 and capital surplus of \$89,100,000. The par value of each share is NT\$10, totaling NT\$389,100,000. On December 10 — the ex-dividend basis date — the Company issued \$300,000,000 of preferred shares for cash and issued \$89,100,000 of shares by capital surplus.

1993:

● On February 19, the Ministry of Economic Affairs approved the registration of alteration, and the capital was \$906,760,480. The Ministry of Economic Affairs approved the registration of alteration, and the capital was \$1,295,860,480.

1994:

● On February 25, the Ministry of Economic Affairs approved the registration of alteration, and the paid-in capital was \$1,295,918,050. \$57,570 of common shares were exchanged from the certificates of conversion to shares of 1993.

1995:

● On February 11, the Ministry of Economic Affairs approved the registration of alteration, and the paid-in capital was \$1,717,200,710. In 1994, the certificates of conversion to shares was \$35,028,130, the certificates of right to re-issue was \$13,123,270, the gains of common shares transferred to shares was \$219,101,960, the capital surplus of common shares transferred to shares was \$99,591,800, the earnings of preferred shares transferred to common shares was \$24,437,500, and the capital surplus of preferred shares transferred to common shares was \$30,000,000.

● On August 17, the Ministry of Economic Affairs approved the registration of alteration, and the paid-in capital was \$2,661,956,010. The gains of common shares transferred to shares was \$623,568,310, employee share subscription was \$11,934,890, the capital surplus of common shares transferred to shares was \$226,752,100, the earnings of preferred shares transferred to common shares was \$34,500,000, and the capital surplus of preferred shares transferred to common shares was \$48,000,000.

1996:

● On January 17, the Ministry of Economic Affairs approved the registration of alteration, and the paid-in capital was \$2,679,092,750.

1997:

● On October 14, the 8th board of directors and supervisors were elected, and Fu, Chao-Lin was elected as the chairperson of the board, and Hu, Hsiang-Chi was reappointed as president.

1998:

● On April 8, the Taipei liaison office was moved to 14F., No. 51, Sec. 2, Keelung Rd., Xinyi Dist., Taipei City

1999:

● On May 15, the Ministry of Economic Affairs approved the registration of alteration, and the paid-in capital was \$3,500,000,000.

2000:

● On September 28, the 9th directors and supervisors were elected in the annual shareholders meeting, and Fu Liu, Man-Lan was elected as the chairperson and Fu, Chao-Lin was elected as the vice chairperson in the board meeting held on the same day.

2001:

● On October 24, the company completed a capital reduction from NT\$3.5 billion to NT\$1.75 billion.

2003:

● On June 30, the 10th directors and supervisors were elected in the shareholders meeting, and Fu, Hsien-Kuei was elected as the chairman and Fu, Chao-Lin was elected as the vice chairman in the board meeting held on the same day.

2004:

● On September 21, the board of directors approved to replace the Company's chairperson from Fu, Hsien-Kuei to Fu, Chao-Lin .

● On December 15, the Company stopped trading its securities on the centralized securities exchange market.

2005:

• On January 10, the Company's restarted trading its securities on the centralized securities exchange market.
• On May 16, the board of directors approved to replace the Company's chairperson from Fu, Chao-Lini to Kao, Che-Hsiung.
• On October 14, the directors and supervisors were elected in the special meeting of shareholders, and Yang, Ke-Cheng was elected as chairman by the board of directors on the same day.
• On November 22, the Ministry of Economic Affairs approved the registration of alteration, and the paid-in capital was \$4,250,000,000.

2006:

• On October 18, the Ministry of Economic Affairs approved the registration of alteration, and the paid-in capital was \$531,250,000 after capital reduction.
• On June 30, 2012, Medtecs Co., Ltd. changed its director delegate from Liu, Pi-Liang to Tseng, Wen-Kuei and elected Liu, Pi-Liang as vice chairperson of the board.

2008:

• On February 5, the Ministry of Economic Affairs approved—letter of Shou-Shang-Zih No. 09701032660—the addresses to be change to 5-6, Dapuding, Zhunan Township, Miaoli County.
• On June 25, the 12th directors and supervisors were elected in the shareholders meeting. Directors: delegates of Medtecs Co., Ltd.:Yang, Ke-Cheng, Liu, Pi-Liang, Li, I-Jen, and Kao, Che-Hsiung, and delegate of Sant Lui International Co., Ltd.: Chen ,Kun-Wei. Supervisors: delegates of Chung Yu Investment Co., Ltd.: Lin, Yao-Peng and Chen, Chien-He
• On June 30, the first private placement of shares issuance of 2008 for cash was completed. Besides, on August 6, with the approval—letter of Shou-Shang-Zih No. 09701194110— the paid-in capital changed to NT\$602,750,000.
• On August 29, the board of directors approved to replace the chairperson from Yang, Ke-Cheng to Li, Tso-Chun.
• On October 24, the 13th directors and supervisors were elected in the shareholders meeting. Directors:Li, Tso-Chun, Tsai, Hung-Chien; delegates of Sant Lui International Corporation: Kang, Yen-Chiang, Yeh, Wen-Kuang, Hsu, Yu-Shan. Supervisers: Li, Yu-Chun, and Huang, Chung-Kai.

2009:

• On July 24, the Ministry of Economic Affairs approved—letter of Shou-Shang-Zih No. 09801153160— the Company to change its name to Better Life Group Co., Ltd., and the business address was changed to 27F.-3, No. 508, Sec. 5, Zhongxiao E. Rd., Xinyi Dist., Taipei City.
• On September 23, the Company invested in the establishment of Kai Chu Co., Ltd., which was approved by the Taipei City Government and registered on October 7 with a total capital of NT\$1,000,000.
• On December 28, the first private placement of shares issuance of 2009 for cash was completed. Besides, on January 18, 2010, with the approval—letter of Shou-Shang-Zih No. 09901011040— the paid-in capital changed to NT\$948,750,000.

2010:

• On February 26, the Ministry of Economic Affairs approved—letter of Shou-Shang-Zih No. 09901357770—the Company to change its business address to 17F., No. 167, Dunhua N. Rd., Songshan Dist., Taipei City.
• On March 3, the registration of share issuance for cash of Kai Chu Co., Ltd. were approved by Taipei City Government, and the paid-in capital reached \$28,000,000 after the capital increase.
• On March 31, the Board of Directors approved the appointment of Mr. Chen, Chien-Hung as the Manager, and he assumed the position on April 1.
• On June 30, the registration of alteration of capital reduction was completed, and the Company's paid-in capital decreased from NT\$948,750,000 to NT\$500,000,000.

2011:

• On March 3, the first private placement of shares issuance of 2010 for cash was completed. Besides, on March 18, 2011, with the approval—letter of Shou-Shang-Zih No. 10001052430— the paid-in capital changed to NT\$602,654,000.
• On July 25, registration of alteration of capital reduction was completed, and the Company's capital decreased to NT\$502,654,000.

2012:

● On November 9, the Financial Supervisory Commission approved—letter of Chin-Kuan-Cheng-Fa-Tzu No.1010047576— to issue 30,000,000 common shares for cash.

2013:

• On February 27, after the the approval—letter of Shou-Shang-Zih No. 10201029380— t of Ministry of Economic Affairs, the capital increase was completed, and paid-in capital reached NT\$802,654,000.
• On July 16, the registration of distributing share dividends by cash of Kai Chu Co., Ltd. were approved by Taipei City Government. 650,000 new shares were issued, and the paid-in capital reached \$34,500,000 after the capital increase.

2014:

• On June 24, the 15th directors and supervisors were elected in the shareholders meeting. Directors: Tsai, Hung-Chien; delegates of Sant Lui International Corporation: Li, Tso-Chun; Nien Mei Investment Co., Ltd.: Chen, Chien-Hung, Wan, Chia-Chun. Supervisors: Huang, Chung-Kai and Chen, Hsing-Fu.
• On July 1, the Board of Directors approved the replacement of the president from Mr. Chen, Chien-Hung to Mr. Tsai, Hung-Chien and the replacement became effective from that date.

2015:

• On July 15, the Company invested in the establishment of Better Life Real Estate Co., Ltd., which was approved by the Taipei City Government and registered on July 23 with a total capital of NT\$80,000,000.
• On August 7, the Board of Directors approved to appoint Director Chen, Chien-Hung as the vice chairman of the Company.
• On September 18, the board of directors approved the disposal of land and factory buildings in Zhunan Township, Miaoli County.
• On September 21, upon the approval of Taipei City Government, the registration of alteration of issuing shares for cash of Kai Chu Co., Ltd. was completed. two million new shares were issued, and the paid-in capital reached \$54,500,000 after the capital increase.
• On December 23, upon the approval of Taipei City Government, the registration of alteration of issuing shares for cash of Kai Chu Co., Ltd. was completed. Seven million five hundred fifty thousand new shares were issued, and the paid-in capital reached \$7,550,000 after the capital increase.

2016:

● On September 26, the Financial Supervisory Commission approved—letter of Chin-Kuan-Cheng-Fa-Tzu No.1050038794— to issue 26,913,827 common shares through private placement and conduct supplementary public offering afterwards.

2017:

• On June 27, the 16th directors and supervisors were elected in the shareholders meeting. Juristic person director: delegates of Nien Mei Investment Co., Ltd.: Li, Tso-Chun, Chung Hsi-Chi, Yao ,Kuo-An, Chang, Yuan-Chun, Shih, Hao-Chi; independent directors: Huang, Kuo-Shih, Li, Pei-Chang; supervisors: Kuo, Yen-Chun, delegate of Sant Lui International Corporation: Chang, Yu-Ching. On the same day, Director Li, Tso-Chun was elected as chairperson and Director Chung Hsi-Chi, was elected as vice chairperson in the board meeting.
• On October 23, The Company invested and established Better Life Jinxia (Xiamen) Trading Service Co., Ltd. in China.
• On October 30, Li, Tso-Chun, resigned his Chairman position; nevertheless, he was still a director.
• On November 7, the Board of Directors approved the appointment of Vice Chairman Chung Hsi-Chi as the Chairman of the Company and Director Shih, Hao-Chi as the Vice Chairman of the Company.

2018:

• On January 3, Director Li, Tso-Chun resigned. the juristic person director—Nien Mei Investment Co., Ltd.— reappointed Director Lai, Ta-Wei as its delegate.
• On February 27, Supervisor Kuo, Yen-Chun resigned, which became effective on February 28.
• On March 15, the Company invested in the establishment of Better Life Group Travel Service Co., Ltd. which was approved by the Ministry of Economic Affairs and registered on March 28 with a total capital of NT\$1,000,000.
• On March 23, Investment Commission of the Ministry of Economic Affairs approved the Company to invest and establish Better Life Jinxia (Xiamen) Trading Service Co., Ltd. in China.
• On March 30, General Manager Tsai, Hung-Chien resigned, which became effective from April 1.
• On May 10, juristic person supervisor—delegate of Sant Lui International Corporation: Chang, Yu-Ching and juristic person director—delegates of Nien Mei Investment Co., Ltd.: Yao ,Kuo-An and Lai, Ta-Wei resigned.
• On May 18, the Board of Directors approved the appointment of Lin, Jui-Shan as the manager.
• On June 27, two directors and two supervisors were elected in the shareholders' meeting—juristic person directors: delegates of Sant Lui International Corporation: Lin, Jui-Shan and Chen, Chun-Liang; supervisors: Chang, Yu-Ching and Su, Li-Yu.
• On July 5, Better Life Jinxia (Xiamen) Trading Service Co., Ltd. was approved to change its name to Better Life Jinxia (Xiamen) Tourism Management Service Co.,

Ltd.

• On July 6, Better Life Group Travel Service Co., Ltd. was approved by the Ministry of Economic Affairs to register a capital increase in cash of NT\$3,000,000, resulting in a total capital of NT\$4,000,000.
• On July 17, the Ministry of Economic Affairs approved—letter of Shou-Shang-Zih No. 10701080820—the Company to change its business address to No. 218, Xinhu 1st Rd., Neihu Dist., Taipei City. Kai Chu Co., Ltd. and Better Life Real Estate Co., Ltd. have also been relocated to the aforesaid address and the alteration of address has been registered.
• On July 23, Kai Chu Co., Ltd. was approved by the Taipei City Government to complete the change of registration for the capital reduction and return of share capital of NT\$49,000,000, which reduced the capital of the Company to NT\$81,000,000.

2019

• On February 22, Kai Chu Co., Ltd. changed its name to Better Life Green Energy Technology Co., Ltd. after approval from Taipei City Government.
• On April 25, Supervisor Su, Li-Yu resigned, which became effective when the new supervisor was elected.
• On June 28, the new juristic person supervisor—delegate of Puchuan Advertising Co., Ltd.: Su, Li-Yu—was elected at the shareholders' meeting.
• On December 25, the first issuance of private placement of common shares of 2009 was fully paid up in cash in the amount of NT\$144,000,000 at a price of NT\$7.2 per share, and 20,000,000 shares (par value of NT\$10 per share) were issued.

2020

• On January 8, The Company's first private placement of common shares for cash in 2019 was approved by the Ministry of Economic Affairs through letter of Shou-Shang-Zih No. 10901000730, and the registration of alteration in the issuance of shares for cash was completed. The paid-in capital was increased to NT\$1,002,654,000.
• On January 9, Better Life Group Travel Service Co., Ltd. was approved by the Ministry of Economic Affairs to register a capital increase in cash of NT\$1,000,000, resulting in a total capital of NT\$5,000,000.
• On April 24, the Company's juristic person director Nien Mei Investment Co., Ltd. changed its delegate, and Director Liao, Yu-Hsin assumed the position immediately(The former delegate was Director Chang, Yuan-Chun).
• On April 29, Better Life Real Estate Co., Ltd. was approved by Taipei City Government to register a capital increase in cash of NT\$30,000,000, resulting in a

total capital of NT\$110,000,000.

• On June 18, nine of the 17th directors and supervisors were elected in the shareholders meeting. Juristic person director: delegates of Nien Mei Investment Co., Ltd.: Chung, Hsi-Chi, Shih, Hao-Chi, and Liao, Yu-Hsin;delegates of Puchuan Advertising Co., Ltd.: Lin, Jui-Shan, Chen, Chun-Liang, and Su, Li-Yu; independent director: Huang, Kuo-Shih, Li, Pei-Chang, and Kuo, Yu-Hsin. On the same day, Director Chung, Hsi-Chi was elected as the board chairperson, and Director Shih, Hao-Chi was elected as the board vice chairperson. In addition, the fourth remuneration committee and the first audit committee were formed by the three independent directors.
• On December 9, Better Life Group Travel Service Co., Ltd. was approved by the Ministry of Economic Affairs to register a capital increase in cash of NT\$4,000,000, resulting in a total capital of NT\$9,000,000.
• On December 11, Better Life Green Energy Technology Co., Ltd. was approved by Taipei City Government to register a capital increase in cash of NT\$10,000,000, resulting in a total capital of NT\$91,000,000.

2021:

• On April 29, the Financial Supervisory Commission approved —letter of Chin-Kuan-Cheng-Fa-Tzu No. 1100338191—the Company to issue its first secured convertible bonds; On September 24, 2009, the Company issued 3,000 bonds with a par value of NT\$100,000 each and a coupon rate of 0% for a period of 3 years (2021.9.24–2024.9.24). The issue price was equivalent to the par value and, the total amount raised was NT\$300,000,000.
• On November 25, the Ministry of Economic Affairs approved—letter of Shou-Shang-Zih No. 11001219080—the Company to change its business address to 4F, No. 303, Xinhu 1st Rd., Neihu Dist., Taipei City. Better Life Green Energy Technology Co., Ltd. and Better Life Real Estate Co., Ltd. have also been relocated to the aforesaid address and the alteration of address has been registered.

Three. Corporate governance report

• I. Organizational system
• (I) Organizational structure of the Company.

(II) Businesses of each major unit

Units	Main Duties
Audit Office	The Audit Office is responsible for assisting the board of directors in reviewing the effectiveness of the internal control system and the self-assessment process, inspecting and improving the operation, and following up on the matters.
Chairman's Office	Chairman's Office is responsible for the formulation and administration of the management goals, policies and strategies of the Company.
Vice Chairman's Office	The Vice Chairman's Office assists in the implementation of the company's business goals and policies.
General Manager's Office	The General Manager's Office implements the company's operating goals and coordinates the business of each department.
Legal Office	The Legal Office is responsible for the Company's legal affairs.
Administration Division	The Administration Division is responsible for human resources requirements, recruitment, assessment, general affairs, information management and maintenance.
Finance and Accounting Division	The Finance and Accounting Division is responsible for accounting, taxation, treasury, fund management, investment and operation analysis, financial analysis, annual budgeting and share affairs.
Construction Division	The Construction Division is responsible for sales-related operations, customer consultation services, architectural design, planning and construction supervision, etc.
Investment Department	Investment Department is responsible of business regarding the Subsidiaries

II. Information on the company's directors, general manager, assistant general managers, and the managers of all the Company's divisions and branch units

(I) Directors and independent directors

1. Information on all directors

May 2, 2022

Remarks
Executives, directors or Spouses or within Two supervisors who are	Title Name Relations		-	-	-
Degrees of Kinship			-	-	-
			-	-	-
Position held in	other companies		The Person in charge Life Real Estate, and subsidiaries—Better Person in charge of Technology, Better Investment Co. Ltd. Travel Service/ the Life Green Energy Better Life Group Tsui Chih of the	President of Taiwan Investment Co., Ltd. branch of Initiators /board chairperson Asia Capital Co., of Nien Mei Ltd.(HK)	CEO of Ying Wang UK/Chairperson of Wan Hsin Pao Co., Real Property, Manchester, Ltd.
Experience(education)			Graduate of department representative of China of labor relations, Airlines in China Chinese Culture College / chief	management)/ associate markets department of Taiwan Angel Capital Securities; director of KGI Securities; OTC Engineering, Taiwan Taiwan University; department of KGI manager of capital Master of finance, Association, etc. Engineering and Trader of dealer Master of Civil (Construction University	Bachelor of Economics, University of Warwick; Company and founder Property, Manchester, University of Oxford/ Master of Business, of Ying Wang Real CB-CERATIZIT Sales person of UK.
nominee arrangement Shareholding by	Shareholding		- -	- -	- -
	Number shares of
minor shareholding Current spouse &	Shareholding		0.06	-	-
	Number shares of		- 65,000	-	-
Current shareholdings	Shareholding	4.11		-	3.13
	Number shares of	4.11 4,122,000	-	2,000	- 3,137,000
Shareholding when Elected	Shareholding		-	-
	Number shares of		-	-	-
Date	elected	years 2014.06.24 4,122,000	2017.06.27	2017.06.27	2020.04.24
Term of	office	3	years 3	years 3	years 3
Date	elected	2020.06.18	2020.06.18	2020.06.18	2020.06.18
Gender and	age		71~80 Male years old	41~50 Male years old	31~40 Male years old
Name		Investment Co., Nien Mei Ltd.	Chung, Hsi-Chi	Shih, Hao-Chi	Liao, Yu-Hsin
Nationality or place of	registration	R.O.C.	R.O.C.	R.O.C.	R.O.C.
Title		Juristic person director	juristic person Delegate of chairperson board	vice-chairperson juristic person Delegate of board	juristic person Delegate of director

Remarks
Executives, directors or Spouses or within Two supervisors who are Degrees of Kinship	Title Name Relations	-	-	-	-	-	-	-
		-	-	-	-	-	-	-
		-	-	-	-	-	-	-
Position held in	other companies		the Company, Yung General manager of Co., Ltd., and Vice Hsin Construction Chairman	The person in charge Investment Co., Ltd. Ltd. and Pu Cheng of Pu Cheng Co.,	manager of Pu Yuan Shih Construction, Development, Pu Assistant general finance division Construction's and Pu Yuan	Partner of Kang Chu Independent director Optoelectronics Co., Trust-Search Co., of Hao Hsin Co., Ltd., G-TECH CPA Firm/ Ltd., and Ltd.	Leading attorney and New Hope Law partner Firm	Board chairperson of Wiser Co., Ltd. and Viewec Co., Ltd.
Experience(education)			- China University of Technology	Times, and president of University/ manager of department of business of United Daily News, Master of Business president of Taipei National Chengchi Administration, Liberty Times	Pu Yuan Construction's Yuan Development, Pu Shih Construction, and general manager of Pu Department of public University/ assistant finance division finance, Taipei	Master of Accounting, University/partner of Baker Tilly Clock & National Taiwan CO	University / Director of Master of Law, Taipei Taiwan Trust Association	Engineering, University MINIWIZ Sustainable of Southern California Tayih Optical Energy Energy Development Executive director of Executive director of Master of Electrical of Tayih Group
nominee arrangement Shareholding by	Shareholding		-	- -	- -	- -	- -	- -
	Number shares of		-	-	-	-	-	-
minor shareholding Current spouse &	Shareholding
	Number shares of		-	-	-	-	-	-
Current shareholdings	Shareholding	9.04	-	-	-	-	-	-
	Number shares of	9.04 9,067,200	-	-	-	-	-	-
Shareholding when Elected	Shareholding		-	-	-	-	-	-
	Number shares of		-	-	-	-	-	-
Date	elected	years 2019.06.28 9,067,200	2018.05.18	2018.06.27	2018.06.27	2017.06.27	2017.06.27	2020.06.18
Term of	office	3	years 3	years 3	years 3	years 3	years 3	years 3
Date	elected	2020.06.18	2020.06.18	2020.06.18	2020.06.18	2020.06.18	2020.06.18	2020.06.18
Gender and	age		51~60 Male years old	61~70 Male years old	Female 51~60 years old	51~60 Male years old	51~60 Male years old	51~60 Male years old
Name		Advertising Co., Puchuan Ltd.	Lin, Jui-Shan	Chen,Chun-Liang	Su, Li-Yu	Huang, Kuo-Shih	Li, Pei-Chang	Kuo, Yu-Hsin
Nationality or place of	registration	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.
Title		Juristic person director	juristic person Delegate of director	juristic person Delegate of director	juristic person Delegate of director	Independent director	Independent director	Independent director

me of juristic person shareholders (note 1) Na	Major shareholders of juristic person shareholders (note2)
ment Co., Ltd. Mei Invest Nien	ment Co. Ltd. Tsui Chih Invest	% 100
	ment Co., Ltd. Meng Invest Pu	% 19.96
	ment Co., Ltd. Chun Fu Invest	% 12.39
	ment Co., Ltd. Pu Jui Invest	% 11.09
	ment Co., Ltd. Yang Che Invest	% 8.42
	ment Co., Ltd. Kuan Invest Pu	% 11.38
Advertising Co., Ltd. Puchuan	ment Co., Ltd. Ho Chung Invest	% 6.12
	ment Co., Ltd. Ying Invest Pu	% 10.45
	ment Co., Ltd. Kuan Invest Pu	% 3.71
	ment Co., Ltd. Hsiang Invest Ching	% 4.61
	ment Co., Ltd. Pu Ching Invest	% 2.88
For directors and supervisors acting as the delegate of juristic person shareholders, the section shall indicate the names of the juristic person shareholders Note1:

1. Major shareholders of juristic person shareholders (Table 1)

Note2: The section shall further indicate the names of the juristic persons' 10 largest shareholders and the holding percentage of each. If the major shareholders are juristic

persons, the following table 2 shall be filled in.

me of juristic person (note 1) Na	Major shareholders of juristic person (note2)
ment Co. Ltd. Tsui Chih Invest	Hsi-Chi Chung,	% 100.00
ment Co., Ltd. Meng Invest Pu	Li, Chung-Shu Wan-Lin Lin,	% % 80.00 20.00
ment Co., Ltd. Chun Fu Invest	Kuei Hao Yen Wu, Ling-Chun Huang- Hsuan- Chang, Fei- Chang, Chang,	% % % % 73.60 03.60 1.40 1.40
ment Co., Ltd. Pu Jui Invest	Lin, Jui-Shan	% 100
ment Co., Ltd. Yang Che Invest	D. O.,LT OT C O ABBIT F Seychelles R	% 100
ment Co., Ltd. Kuan Invest Pu	ment Co., Ltd. ment Co., Ltd. Meng Invest Ying Invest Li, Chung-Shu Pu Pu	% % % 80.00 15.00 5.00
ment Co., Ltd. Ho Chung Invest	Hao-Lin Li, Chun-Shu Li, I-Chen Yang,	% % % 49.00 17.00 34.00
ment Co., Ltd. Ying Invest Pu	Hui Li, Chung-Shu Mei- Yuan,	% % 90.00 10.00
ment Co., Ltd. Kuan Invest Pu	Kuan Lo, Li-	% 25.00
ment Co., Ltd. Hsiang Invest Ching	Chang, Chia-Sheng	% 25.00
ment Co., Ltd. Pu Ching Invest	Chiang, Ching-Ching	% 35.00

1. If the major shareholders in Table 1 are juristic persons, their major shareholders (Table 2)

Note 1: If the major shareholders in Table 1 above are juristic persons, the names of the juristic persons shall be filled in. Note 2: The section shall further indicate the names of the juristic person's 10 largest shareholders and the holding percentage of each.

			May 5, 2022
Qualifications			mpanies mber of other public co Nu
	Professional qualifications and experience	Independence	concurrently serving as an in which the individual is
me Na			independent director
Chung, Hsi-Chi	Not a person as described in each paragraph of Article 30 of the Practical work experience in the industry	Not a spouse or a relative within the second degree of kinship	-
	mpany Act. Co	with the directors.
	Practical work experience in the industry	Not a spouse or a relative within
Shih, Hao-Chi	Not a person as described in each paragraph of Article 30 of the mpany Act. Co	the second degree of kinship with the directors.	-
	Practical work experience in the industry	Not a spouse or a relative within
Liao, Yu-Hsin	Not a person as described in each paragraph of Article 30 of the mpany Act. Co	the second degree of kinship with the directors.	-
	Practical work experience in the industry	Not a spouse or a relative within
Lin, Jui-Shan	Not a person as described in each paragraph of Article 30 of the	the second degree of kinship	-
	mpany Act. Co	with the directors.
	Practical work experience in the industry	Not a spouse or a relative within
Chen,Chun-Liang	Not a person as described in each paragraph of Article 30 of the	the second degree of kinship	-
	mpany Act. Co	with the directors.
	Practical work experience in the industry	Not a spouse or a relative within
Su, Li-Yu	Not a person as described in each paragraph of Article 30 of the	the second degree of kinship	-
	mpany Act. Co	with the directors.
	Certified Public Accountants	ments The independence require
Huang, Kuo-Shih	Not a person as described in each paragraph of Article 30 of the	of an independent director have	3
	mpany Act. Co	met. been
	Practicing attorney	ments The independence require
Li, Pei-Chang	Not a person as described in each paragraph of Article 30 of the	of an independent director have	-
	mpany Act. Co	met. been
	Practical work experience in the industry	ments The independence require
Kuo, Yu-Hsin	Not a person as described in each paragraph of Article 30 of the	of an independent director have	-
	mpany Act. Co	met. been

1. Disclosure of professional qualifications of directors and independence of independent directors

directors concurrently serving as co 5. Diversity and Independence of the Board of Directors Diversity of the Board of Directors: The co Diversity Policy: (1)	mined by taking diversity into consideration. It is advisable that mbers, and that ment mics, and develop me mber of the board mpany's business operations, operating dyna mpany officers not exceed one-third of the total nu mposition of the board of directors shall be deter an appropriate policy on diversity based on the co
mulated and include, needs be for	wo general standards: wing t mited to, the follo without being li

• I. Basic requirements and values: Gender, age, nationality, and culture.
• II. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

All members of the board shall have the knowledge, skills, and experience necessary to perform their duties. To achieve the ideal goal of corporate governance, the board of directors shall possess the following skills:

• I. Operational judgement skills
• II. Accounting and financial analysis skills
• III. Operational management skills
• IV. Crisis management skills
• V. Industry knowledge
• VI. Global market insight
• VII. Leadership skills
• VIII. Decision making skills

	Background in sales or technology	V				V				V
	Background in construction		V	V	V
	Background in accounting or finance		V	V			V	V
	Background in law								V
	Concurrently serving as company manger				V
	Decision making skills	V	V	V	V	V	V	V	V	V
	Leadership skills	V	V	V	V	V	V	V	V	V
	Global market insight	V	V	V	V	V	V	V	V	V
	Industry knowledge	V	V	V	V	V	V	V	V	V
	Crisis management skills	V	V	V	V	V	V	V	V	V
	Operational management skills	V	V	V	V	V	V	V	V	V
	Accounting and financial analysis skills	V	V	V	V	V	V	V	V	V
	Operational judgement skills	V	V	V	V	V	V	V	V	V
	Gender	Male	Male	Male	Male	Male	male Fe	Male	Male	Male
mentation of Diversity Policy	me Na	Chung, Hsi-Chi	Shih, Hao-Chi	Liao, Yu-Hsin	Lin, Jui-Shan	Chen,Chun-Liang	Su, Li-Yu	Huang, Kuo-Shih	Li, Pei-Chang	Kuo, Yu-Hsin
mple I	Title	man Chair	man chair Vice	Director	Director	Director	Director	Independent director	Independent director	Independent director

(2) Independence of the Board of Directors:

Currently, there are no spouses or relatives within the second degree of kinship among the directors of the Company, and the three independent directors have met the qualification of independence as independent directors. (II) Information on the general manager, assistant general managers, and the managers of all the Company's divisions and branch units

May 2, 2022

Remarks
	nships Relatio	-	-	-	-	-
spouses or within two Managers who are degrees of kinship	Name	-	-	-	-	-
	Title	-	-	-	-	-
Position held in other	companies	Director of the Company, Yung Hsin Construction Co., Ltd., and Vice Chairman	-	-	-	-
Experience (education)		China University of Technology	Law department, Chung Hsing University/ Vice president of Medtecs Company	CFO of Jsl Construction & University/ Practicing CPA Development Co., Ltd. of Bai Chun CPA Firm Master of Accounting, National Chengchi	assistant general manager Architecture, Hwa Hsia College of Technology/ of Pu Pao Construction Construction Co., Ltd. Co., Ltd. and Puyuan Department of	Department of Accounting University / vice president of Cheng Te Construction and Statistics, Ling Tung Co., Ltd.
	Shareh olding	-	-	-	-	-
Shareholding by nominee arrangement	Number of shares	-	-	-	-	-
	Shareh olding	-	-	-	-	-
Spouse & minor shareholding	Number of shares	-	-	-	-	-
	Shareh olding	-	-	-	-	-
Shareholding	Number of shares	-	-	-	-	-
Date elected		2018.05.18	2009.07.06	2018.12.05	2022.02.11	2017.11.07
Gender		Male	Male	Male	Male	Female
Name		Lin, Jui-Shan	Chang, Pan	Wen-Cheng Huang,	Hsiung, Yu-Yu	Tzu-Fang Hsu,
Nationality		R.O.C.	R.O.C.	R.O.C.	R.O.C.	R.O.C.
Title		manager General	Chief legal officer	Chief financial (concurrent governance corporate officer) officer	Assistant manager general	Assistant manager general

III. Remuneration paid during the most recent fiscal year to directors, the general manager, and assistant general managers

(I) Remuneration to directors and independent directors

2021 Unit: thousand dollars/share/%

						Directors' remuneration					Ratio of total remuneration				Remuneration to part-time employees						Ratio of total
			Base remuneration(A)		Pension(B)		Directors remuneration(C)	Business execution expenses(D)			(A+B+C+D) to net income after tax (%)		Salary, bonuses, and allowances (E)		Pension(B)		Employee remuneration(G)				remuneration(A+B+C+D+E+F+ G) to net income after tax (%)	Remuneration from ventures
Title	Name(note)	The	Companies in	The	Companies in	The	Companies in		Companies in		Companies in		Companies in the	The	Companies in	The Company		Companies in the financial statements		The	Companies in the	from the parent subsidiaries or other than
		Company	the financial statements	Company	the financial statements	Company	the financial statements	The Company	the financial statements	The Company	the financial statements	The Company	statements financial	Company	the financial statements	amount Cash	amount Share	amount Cash	amount Share	Company	statements financial	company
Chairman	- Nien Mei Investment Co., Ltd. Delegate of juristic person: Chung, Hsi-Chi		-	-	-	-	-	360	360	1.07	1.07	2,867	2,867	-	-	-	-	-	-	9.58	9.58	-
chairman Vice	- Delegate of juristic person: Shih, Nien Mei Investment Co., Ltd. Hao-Chi		-	-	-	-	-	720	720	2.14	2.14	-	-	-	-	-	-	-	-	2.14	2.14	-
Director	- Delegate of juristic person: Liao, Nien Mei Investment Co., Ltd. Yu-Hsin		-	-	-	-	-	360	360	1.07	1.07	-	-	-	-	-	-	-	-	1.07	1.07	-
Director	- Delegate of juristic person: Lin, Puchuan Advertising Co., Ltd. Jui-Shan		-	-	-	-	-	360	360	1.07	1.07	2,997	2,997	-	-	-	-	-	-	9.97	9.97	-
Director	- Puchuan Advertising Co., Ltd. Delegate of juristic person: Chen,Chun-Liang		-	-	-	-	-	360	360	1.07	1.07	-	-	-	-	-	-	-	-	1.07	1.07	-
Director	- Delegate of juristic person: Su, Puchuan Advertising Co., Ltd. Li-Yu		-	-	-	-	-	360	360	1.07	1.07	-	-	-	-	-	-	-	-	1.07	1.07	-
Independent director	- Huang, Kuo-Shih		-	-	-	-	-	480	480	1.43	1.43	-	-	-	-	-	-	-	-	1.43	1.43	-
Independent director	- Li, Pei-Chang		-	-	-	-	-	480	480	1.43	1.43	-	-	-	-	-	-	-	-	1.43	1.43	-
Independent director	- Kuo, Yu-Hsin		-	-	-	-	-	480	480	1.43	1.43	-	-	-	-	-	-	-	-	1.43	- 1.43
	(1) According to the Company's articles of incorporation, when directors of the Company are performing duties of the Company, regardless whether the Company is operating at a loss or profit, the Company may pay remuneration to directors, and the board of directors is authorized to handle the remuneration according to the common standard adopted in the same industry and relevant laws. 1. Please specify the policy, system, criteria and structure for the payment of remuneration to independent directors, and the relationship between the amount of remuneration paid and the responsibilities, risks and time commitment of the directors. 2. Except as disclosed in the table above, the remuneration received by the directors of the Company for services(such as serving as non-employee consultants, etc.) rendered to all companies in the financial statements in the most recent year: nil. (2) The remuneration of the Company's directors only includes transportation allowance and fixed remuneration, and no variable remuneration is paid; therefore,the directors' remuneration is not related to their performance.

(II) Remuneration to the general manager and assistant general managers

2021 Unit: thousand dollars/share/%

-	8.90	8.90	-	-	-	-	237	237	- -		2,760	2,760	Lin, Jui-Shan	General manager
company				Cash amount Share amount Cash amount Share amount							statements
from the parent subsidiaries or other than	financial statements Companies in the	The Company	Companies in the financial statements		The Company		financial statements Companies in the	The Company	financial statements Companies in the	The Company	Companies in the financial	The Company	Name	Title
Remuneration from ventures	to Net Income after tax (%)	Ratio of Total remuneration(A+B+C+D)		Employee remuneration (D)			Bonuses, allowances, etc. (C)		Pension(B)		Remuneration(A)

(III) Managerial officers with the top five highest remuneration amounts

2021 Unit: thousand dollars/share/%

		Remuneration(A)		Pension(B) (Note)		Bonuses, allowances, etc. (C)			Employee remuneration (D)			Ratio of total remuneration (A+B+C+D) to net income after tax (%)		Remuneration
Title	Name		Companies in the		Companies in the		Companies in the	The Company		financial statements Companies in the		The	Companies in the	from ventures subsidiaries other than
		The Company	statements financial	The Company	statements financial	The Company	statements financial	amount Cash	amount Share	amount Cash	amount Share	Company	statements financial
General manager	Lin, Jui-Shan	2,760	2,760	-	-	237	237	-	-	-	-	8.90	8.90	-
Chief legal officer	Chang, Pan	1,206	1,206	-	-	126	126	-	-	-	-	3.96	3.96	-
corporate governance officer(concurrent Chief financial officer)	Wen-Cheng Huang,	2,154	2,154	-	-	386	386	-	-	-	-	7.54	7.54	-
Assistant general manager	Tzu-Fang Hsu,	1,200	1,200	-	-	156	156	-	-	-	-	4.03	4.03	-

• (IV) Total remuneration, as a percentage of net income stated in the parent company only financial reports during the past 2 fiscal years to directors, supervisors, general managers, and assistant general managers, and analyze and describe remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure.
• 1. An analysis of the proportion of the aggregate amount of remuneration paid to the directors, general manager and assistant general managers, of the Company and all companies in the consolidated financial statements for the last two years to the net income after tax of the parent company only financial statements:

			Unit: thousand/%
		2021	2020
	Total remuneration	9,824	9,559
The Company	Proportion of net income after tax	29.17	15.47
All companies in the	Total remuneration	9,824	9,559
consolidated financial statements	Proportion of net income after tax	29.17	15.47

The proportion of the aggregate amount of remuneration paid to the directors, general manager and assistant general managers, of the Company and all companies in the consolidated financial statements to the net income/loss after tax of the parent company only or individual financial statements:They are all 15.47% in 2020 and 29.17% in 2021. The difference in directors' remuneration between the two years is not significant; however, the increase in the ratio in 2021 is reasonable due to the net loss after tax of \$33,677 thousand and \$61,775 thousand in 2021 and 2020, respectively.

• 1. Remuneration policies, standards, and packages, the procedure for determining remuneration, and its linkage to operating performance and future risk exposure:
• (1) Article 24 of the Company's articles of incorporation: When directors of the Company are performing duties of the Company, regardless whether the Company is operating at a loss or profit, the Company may pay remuneration to directors, and the board of directors is authorized to handle the remuneration according to the common standard adopted in the same industry and relevant laws.
• (2) Article 28 of the Company's articles of incorporation: The Company installs managerial officers according to the provisions of the Company Act, and the appointment, dismissal and the remuneration of the managerial officers shall be handled in accordance with Article 29 of the Company Act and relevant laws and regulations. For the rest of the employees, the general manager determines the employment or dismissal of the employees based on the negotiation with the chairman.
• (3) The remuneration of the Company's directors only includes transportation allowance and fixed remuneration, and no variable remuneration is paid. therefore, the directors' remuneration is not related to their performance. Although performance is evaluated annually, the directors' remuneration is not related to performance.

IV. State of the Company's implementation of corporate governance:

• (I) Operations of the board of directors
• (1) Information on operations of the board of directors

During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, eight (A) meetings of the board of directors were held, and the attendance of the directors was as follows:

					May 5, 2022
Title	Name	Attendance in person	Attendance by proxy	Attendance rate (%)【B/A】	Remarks
Juristic person director	Nien Mei Investment Co., Ltd.
Delegate of juristic person board chairperson	Chung, Hsi-Chi	8	-	100.00
Delegate of juristic person board vice-chairperson	Shih, Hao-Chi	8	-	100.00
Delegate of juristic person director	Liao, Yu-Hsin	5	1	62.50
Juristic person director	Puchuan Advertising Co., Ltd.
Delegate of juristic person director	Lin, Jui-Shan	8	-	100.00
Delegate of juristic person director	Chen,Chun-Liang	8	-	100.00
Delegate of juristic person director	Su, Li-Yu	7	1	87.50
Independent director	Huang, Kuo-Shih	8	-	100.00
Independent director	Li, Pei-Chang	8	-	100.00
Independent director	Kuo, Yu-Hsin	7	1	87.50

Other mentionable items:

I. Matters referred to in Article 14-3 of the Securities and Exchange Act, and if matters involving objections or expressed reservations by independent directors that were recorded or stated in writing that require a resolution by the board of directors occur, the dates of the meetings, sessions, contents of motion, all independent directors' opinions and the company's response shall be specified: no such matter.

• II. If directors recuse themselves from the motion that involve conflict of interest, the names of the directors, contents of motions, the reason for recusal, and actual participation in the voting process shall be clearly stated:
• (I) On March 3, 2021, the board of directors approved to sign the joint construction contract—seven pieces of land on Hwa Ya Section, Guishan District— Since the land owner is the direct relative of Director Liao, Yu-Hsin, Mr. Liao, Yu-Hsin recused himself from the discussion and voting. Besides, except for Mr. Liao, Yu-Hsin, who recused himself from voting, the motion was passed without objection after the Chairperson consulted all directors present.
• (II) On December 29, 2021, the Board of Directors approved the 2022 estimated remuneration to directors and managers. all directors recused themselves one by one for their motion, and the motions were approved without any objection after the chairperson and the acting chairperson consulted all directors present.
• III. TWSE/GTSM Listed Companies shall disclose information on the frequency and period of evaluation, the scope, manner and content of evaluation of the self-(or peer) evaluation of the board of directors, and shall fill in the "Table 2(2) Implementation status of the board of directors evaluation": The Company has conducted its 2021 Board of Directors' self-(or peer) evaluation in 2022, and the results of the evaluation rated as Excellent.
• IV. Objectives(e.g. to establish an audit committee, to enhance information transparency, etc.) and performance evaluation of the enhancement of the board of directors' functions for the current and most recent years: The Company has established an audit committee in 2020; to enhance information transparency, a dedicated staff is responsible for the disclosure of monthly revenue and material information, and the information is uploaded to the Market Observation Post System in accordance with the regulations.

Evaluation frequency	Evaluation period	Evaluation scope	Evaluation method	Content of evaluation
		Board of directors	Self evaluation of the performance of board of directors, "Questionnaire of self evaluation of the performance of board of directors "	1. The degree of participation in the company's operations 2. Improvement of board decision quality 3. The composition and structure of the board of directors 4. The selection and continuing education of directors 5. Internal control
Annually	December 1, 2020 to November 30, 2021	Board members	Self evaluation of each board member "Questionnaire of self evaluation of the performance of board members"	1. Understanding of the Company's goals and mission 2. Awareness of directors' duties 3. The degree of participation in the company's operations 4. Internal relationship management and communication 5. Continuing education of directors 6 Internal control
		Functional committees (Audit Committee and Remuneration Committee)	Members' self-assessment "Questionnaire of self evaluation of performance of functional committees"	1. The degree of participation in the company's operations 2. Awareness of the functional committees' responsibilities 3. Improvement of board decision quality 4. Functional committee composition and member selection. 5. Internal control

(2) Implementation status of the board of directors evaluation

(II) Audit Committee Operations

• (1) The matters discussed and reviewed by the Company's audit committee mainly include:
• 1.To establish or amend the internal control system and the assessment of the effectiveness of the internal control system.
• 1. To establish or amend procedures for handling significant financial transactions involving the acquisition or disposal of assets, derivative transactions, lending money to others, or endorsements or guarantees for others.
• 1. Matters involving the director's own interests.
• 1. Major asset or derivative transactions.
• 1. Significant monetary loans, endorsements or guarantees.
• 1. To raise, issue or private placement of equity securities
• 1. Appointment, termination or payment of the attesting CPAs and evaluation of their independence.
• 1. Appointment and termination of the head of finance, accounting or internal audit.
• 1. Financial statements
• 1. Other significant matters stipulated by the Company or the competent authorities.
• (2) During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, seven (A) meetings of the audit committee were held, and the attendance of the directors was as follows:

Title	Name	Number of attendance in person (B)	Attendance by proxy	Percentage of attendance in person(%) (B/A)	Remarks
Independent director	Huang, Kuo-Shih	7	-	100.00
Independent director	Li, Pei-Chang	7	-	100.00
Independent director	Kuo, Yu-Hsin	7	-	100.00

Other mentionable items:

I. For matters listed in article 14-5 of the Securities and Exchange Act, and matters not approved by the audit committee but approved by at least two-thirds of all the directors, the meeting date, sessions, contents of motion, all independent directors' adverse opinions or qualified opinion, content of major deliberation, resolutions of the audit committee and the company's response to audit committee's opinions shall be specified:

Meeting date	Contents of motion	Opinions of all the independent directors and the Company's response to the independents directors' opinions
2021.03.03	1. Motion of 2020 business report and financial statement 2. Motion of the 2020 effectiveness assessment of internal control system and the statement of the internal control system. 3. Motion of 2020 deficit compensation 4. Proposal of the first issuance of the domestic secured convertible bonds 5. Proposal to sing the contract of join construction (7 pieces of land of lot 259-1、260、260-1、261、261-2、263 and 263-1, Hwa Ya Section, Guishan District)with the related party	Approved by all the attending independent directors.
2021.05.06	1. Motion of the Q1 2021 consolidated financial statements 2. For the issuance of common shares by private placement in 2020, the outstanding amount by the date of the shareholders meeting in 2021 is proposed to not be executed. 3. Amendment of part of the internal regulations such as "regulation of election of directors," "corporate governance best practice principles," and "Corporate Social Responsibility Best Practice Principles." 4. Proposal to issue common shares for cash by private placement.	Approved by all the attending independent directors.
2021.08.04	1. Motion of the Q2 2021 consolidated financial statements	Approved by all the attending independent directors.
2021.11.04	1. Motion of evaluation on independence of attesting CPAs of 2021 2. Motion of the Q3 2021 consolidated financial statements 3. Proposal to acquire right-of-use assets from the related party	Approved by all the attending independent directors.
2021.12.29	1. Motion to formulate 2022 internal audit plans 2. Proposal to enlarge the internal control system of "information security policy and risk management procedures." 3. Proposal to entrust a related party to conduct the Company's construction project— "Pauian Pau-Garden." 4. Proposal to sign the contract of the join development on ten of the lots including 254 Zhengda Section, Wenshan Dist., Taipei City.	Approved by all the attending independent directors.
2022.02.11	1. The board chairperson is proposed to be authorized by the board of directors to sign a joint construction contract of Taipei City and to purchase land within a certain amount.	Approved by all the attending independent directors.
2022.03.16	1. Motion of 2021 business report and financial statement 2. Motion of the 2021 effectiveness assessment of internal control system and the statement of the internal control system. 3. Motion of 2021 deficit compensation 4. Motion to amend the "articles of incorporation" and the "procedures for acquisition and disposal of assets" 5. Proposal to Additional Agreements to contract with the related party on the "Song Yong" project	Approved by all the attending independent directors.

II. If independent directors recuse themselves from the motion that involve conflict of interest, the names of the independent directors, contents of motions, the reason for recusal, and actual participation in the voting process shall be clearly stated: nil

III. Communication among the independent directors and the internal auditors and the CPAs(significant matters, manner and results of communication regarding the Company's financial and business status shall be included):

(I) Meetings of the audit committee are held regularly, and the audit supervisor and other officers or CPAs are invited to attend the meetings based on the conditions. During the meetings, the independent directors conduct communication and discussion on the Company's financial and business conditions.

(II) In addition to sending audit reports and follow-up reports to the independent directors for review on a regular basis, the audit supervisor also attends the audit committee meetings on a regular basis to report on the implementation status of the audit plan and the improvement of deficiencies, and to respond to the directors' questions regarding the audit operations in a timely manner. If there is a need to consult or report on matters in the daily business, the independent directors are available to be communicated with by letter, telephone or other electronic means; in addition, the independent directors are able to inspect or evaluate the implementation of the Company's internal control at any time.

(III) In addition to regular communication with the attesting CPAs on the audit results of the annual financial report and key audit matters, the independent directors also discuss the Company's financial and operational conditions from time to time; the audit committee also conducts regular audits (at least once a year) on the independence of the CPAs.

			Implementation status(note1)	Difference from Coporate
Assessment items	Yes	No	Description	M Governance Best Practice WSE/GTS Principles for
				Listed Companies and reasons
Does the Company set and disclose corporate governance I.	V		The Company has formulated its "corporate governance best
M-Listed companies? code of practice according to corporate governance WSE/GTS practice principles for T			Market practice principles," which has been upload to the Observation Post System.	No difference
II. Equity structure and shareholder rights.
Has the Company set internal operating procedures to (I)		V	been yet not have procedures operating Internal (I)
deal with shareholder proposals, doubts,disputes and			Company has spokespersons, affairs and stockholders' established; however, the
litigation matters,and does it implement these in			personnel to handle shareholders' suggestions, questions, disputes and personnel legal
accordance with its procedures?			litigation.
Does the Company have a list of those who ultimately (II)	V
control the major shareholders of the Company?			of keeps track division accounting and finance The (II)
Does the Company establish its risk management (III)	V		major shareholders and insiders and reports on the shareholdings in accordance changes in the shareholdings of
mechanism and firewalls involving related enterprises?			with the law.	No difference
Has the Company set internal standards to prohibit the (IV)			The regulations on management of transactions with (III)
use of undisclosed insider information to trade securities	V		related parties and information security policy and risk
on the market?			management procedures have been established in the
			internal control system.
			and of insider trading prevention on The regulations (IV)
			information security policy and procedures of significant
			internal information have been established in the internal

control system.

(III) Difference between the Company's corporate governance operation and the Corporate governance Best Practice Principles for TWSE/GTSM Listed Companies and reasons

principles has stipulated that the composition of the board of practice diversity into consideration. Currently, the Company's board of directors consists of CPAs, lawyers, and professionals from various industries, and is progressively working toward the goal of diversity; please refer to pages 20-21 for details of the current diversity policy of the board of directors and its The Company currently has only a remuneration committee methods for the board the assessments are conducted on an annual basis. Besides, the performance assessment of the board of directors for was reported to the An election of all directors of the Company will be held in 2023, and the results of the performance evaluation of be taken into between the audit committee and the board of directors on of the for independence. Please refer to page 45 for details of the Although performance is evaluated annually, the directors' (IV) The Company evaluates the independence and suitability of After discussion directors' remuneration is not related to their performance. includes transportation allowance and fixed remuneration, are qualified and no variable remuneration is paid. therefore,the The remuneration of the Company's directors only CPAs best and remuneration is not related to performance. by taking attesting governance formulated, planned to be CPAs on an annual basis. March 16, 2022. consideration for their reappointment. was completed in 2022 and to Performance assessment rules and Implementation status(note1) 2021, the two Description determined considered corporate been been and an audit committee. board of directors on have have be were Company's implementation. 04, directors directors shall directors the attesting assessment. November Company 2021 the The of (III) (II) (I) No V Yes V V V III. Organization and responsibilities of the board of directors individual director's remuneration and nomination for perform this evaluation every year? Are the results of committees besides the remuneration committee and Has the Company set performance assessment rules the performance evaluation reported to the board of Has the Company established a diversity policy for the composition of its board of directors and has it and methods for the board of directors and does it directors and take them into consideration for Has the Company establish other functional (IV) Does regularly evaluate the its attesting CPAs? Assessment items been implemented accordingly? audit committee? reappointment? (III) (II) (I)	Difference from Coporate	Listed Companies and reasons M Governance Best Practice WSE/GTS Principles for		No difference	No difference
					Directors approved to Board of December 29, 2021, the On
					V
					Does the Company appoint competent and appropriate IV.

				Implementation status(note1)	Difference from Coporate
	Assessment items	Yes	No	Description	Listed Companies and reasons M Governance Best Practice WSE/GTS Principles for
	minutes of board meetings and shareholders' meetings)? shareholders' meetings according to law, and recording furnishing information required for business execution by directors, assisting directors' compliance of law, governance affairs (including but not limited to handling matters related to board meetings and governance officer to be in charge of corporate corporate governance personnel and corporate			—the officer of the finance and governance. on the formulation and of corporate details officer Wen-Cheng 40 for —as the page division Huang Please refer to Mr. accounting operation. appoint
V.	Does the Company establish communication channels and dedicate section for stakeholder on its website to respond to important issues of corporate social responsibility concerns? ?	V		The Company has set a section for stakeholder on its website.	No difference
VI.	Has the company appointed a professional stock affairs agency for shareholders affairs?	V		The Company authorized The Capital Group Co., Ltd. as stock service agency to handle shareholder transactions.	No difference
(II) (I)	Does the Company set up website to disclose financial English website, a designated person responsible for entities announcements uploaded to website, etc.) to implementation of the spokesman system, the legal Has the Company adopted other measures (such as operations and corporate governance information? the collection and disclosure of information, VII. Disclosure of information disclose information?	V V		dedicated personnel responsible for information collection and disclosure, and has implemented Information regarding finance, operations and corporate a spokesperson system in accordance with regulations. Company website: https://blgroup.com.tw/ governance has been disclosed. has Company The (II) (I)	No difference
(III)	second, and third quarter financial statements as well financial statements within two months after the end of the fiscal year, and announce and report the first, Does the Company announce and report the annual as the operating status of each month before the prescribed deadline?	V		within the due date in accordance with the regulations. However, whether or not to announce and report the annual financial months after the end of the fiscal The Company announces the relevant information year is still under planning and evaluation. within two statements (III)
	execution of risk management policies and risk measuring and rights of employees, care for employees, relation with VIII. Does the Company have other important information for governance system (including but not limited to interests investors, relation with suppliers and stakeholders, continuing education of directors and supervisors, better understanding the Company's corporate	V		1. Interest and rights of employees and care for employees: The Company has established rules and regulations for personnel management regarding rewards and penalties for attendance, employee benefits, and employee attendance and leave, and has established relevant rules and regulations as basis to matters of the Company. The above rules and regulations are formulated based on the Labor Standards y standards with consideration of the industr Act, together govern the	No difference

				Implementation status(note1)	Difference from Coporate
	Assessment items	Yes	No	Description	Listed Companies and reasons M Governance Best Practice WSE/GTS Principles for
	insurance for the Company's directors and supervisors)? standards, execution of customer policies, liability			7. Liability insurance for the Company's directors: The renewal managers or employees, the transactions with customers and regulations in order to reduce and avoid any possible risks. 5. Execution of risk management policies and risk measuring laws and regulations, and provides contact information on shareholders, and acts in accordance with the law, thereby investors, the Company honestly discloses information on product-related problems in order to provide good service suppliers, and the dealing with competitors, the Company protection of the maximum interests of all employees and been carried out in accordance with the relevant laws and 3. Relation with suppliers and stakeholders: For the conduct 6. Execution of customer policies: The company has a sales Market Observation Post System in accordance with related to stakeholders, the execution of business by our management procedures" was approved by the board of directors on December 29, 2021, and the promotion has 2. Relation with investors: In order to protect the rights of the Company's website so as to maintain a healthy and of insurance was completed on July 13, 2021, and was harmonious relationship between the Company and its always requires the upholding of its reputation and the reported to the board of directors on August 04, 2021. ensuring the highest ethical standards in its business. 4. Continuing education of directors: All directors have standards: The "information security policy and risk department available for customer inquiries or completed their continuing education in 2021. and solve various issues. and social norms. shareholders. the
IX.	WSE Corporate Governance Center: carried out by the T			Please specify adopted improvement and planned measures for prioritized areas requiring improvement as identified in the most recent corporate governance evaluation
				Corporate governance information has been updated and posted on the Company's website for the shareholders and stakeholders, and the Company's website in English has been set up at the end of April 2022. In order to improve the transparency of the Company's information, the Company plans to provide information in English, including the notice of the 2022 annual shareholders meeting, the handbook and the annual report, as well as the financial statements for the1st to 4th quarters.

(IV) If the Company has a remuneration committee, its composition, duties and operation shall be disclosed.

					May 5, 2022
Title (Note 1)	Qualifications Name	Professional qualifications and experience(note2)	Independence (note 3)	Concurrent remuneration committee position in other publicly listed companies	Remarks
Independent director (Convener)	Huang, Kuo-Shih	Work experience: more than 10 years Practicing CPA. Please refer to the tables on page 16 and 19 for information regarding independent directors.	The independence requirements of an independent director have been met.	2
Independent director	Li, Pei-Chang	Work experience: more than 10 years Practicing lawyer. Please refer to the tables on page 16 and 19 for information regarding independent directors.	The independence requirements of an independent director have been met.	-
Independent director	Kuo, Yu-Hsin	Work experience: more than 10 years Please refer to the tables on page 16 and 19 for information regarding independent directors.	The independence requirements of an independent director have been met.	-

1. Information on members of remuneration committee

Note 1: Please specify the length of relevant work experience, professional qualifications and experience, and independence of each member of the remuneration committee in the form. For independent directors, a note i.e. please refer to Table 1 on page OO for relevant information on directors and supervisors (1)—may be added Please indicate whether the identity is independent director or the others (if the title is convener, please add a note).

Note 2: Professional qualifications and experience: Specify the professional qualifications and experience of each remuneration committee member.

Note3: Compliance to independence requirements: Specify the remuneration committee members' compliance to independence requirements, Including, but not limited to, whether they, their spouse, their relatives within the second degree of kinships, etc. are directors, supervisors or employees of the Company or its affiliates; the number and proportion of shares of the Company held by themselves, their spouse, their relatives, etc. (or nominee arrangement); whether they are directors, supervisors or employees of companies with which the Company has a specific relationship(consulting subparagraph 5 to 8, paragraph 1 article 6 of Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Taiwan Stock Exchange or the Taipei Exchange); the amount of remuneration for providing commercial, legal, financial and accounting services to the Company or its affiliates for the last two years.

2. Information on the operation of the remuneration committee

• (1) The Company's remuneration committee consists of three members.
• (2) The term of office of the current committee members: June 18, 2020 to June 17, 2023.During the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, three(A) meetings of the remuneration committee were held, and the attendance of the directors was as follows:

		Number of	Attendance	Attendance rate (%)
Title	Name	attendance in person	by proxy	【B/A】	Remarks
Cnvener	Huang, Kuo-Shih	3	-	100.00
Member	Li, Pei-Chang	3	-	100.00
Member	Kuo, Yu-Hsin	3	-	100.00

Other mentionable items:

I. If the board rejects or revise suggestions submitted by the remuneration committee, the date of the board meeting, the session, content of the motion, the board resolution, and the response by the Company to opinions of the remuneration committee members shall be specified(if remunerations and compensations approved by the board are higher than those suggested by the committee, the actual discrepancies and reasons shall be stated clearly): nil

II. If objections or reservations to resolutions by committee members are recorded or declared in writing, the dates of committee meetings, sessions, contents of motions, the opinions of all committee members and responses to such opinions by the Company shall be specified: nil

year or during the current fiscal year up to the date of publication of the annual report.

(3) Significant resolutions and implementation of the remuneration committee during the most recent fiscal

Remuneration committee	Motion content and follow-up	Resolution	The Company's responses to opinions of the remuneration committee
The 4th session The 4th meeting (2021.11.04)	1. Amendment part of the articles of "remuneration committee organizational procedures"	Passed by all committee members	Passed by all the attending directors
The 4th session The 5th meeting (2021.12.29)	1. Motion of the estimated remuneration to the directors and managers of 2022.	Passed by all committee members	Passed by all the attending directors
The 4th session The 6th meeting (2022.02.11)	1.Motion for the remuneration of the assistant general manager of the construction management department of the company's construction division.	Passed by all committee members	Passed by all the attending directors

	Difference from Sustainable	development Best Practice Principles M Listed Companies and reasons WSE/GTS for T	No difference	No difference	No difference	No difference	Under planning.
	Implementation status (note1)	Description	best practice principles" operational guidelines are planned to be reported to the responsibility best practice principles," and will change its In 2021, it had not yet been operated. The goals and concurrently responsible for promoting sustainable At present, the Legal Office of the Company is The Company has formulated its "corporate social board of directors on a regular basis In 2022, pursuant to the regulations in the near future. name to "sustainable development development. (1) (2)	launched various construction projects in accordance with the relevant construction regulations. In addition, the projects are The Company's board of directors approved the "information contracted out to construction companies; therefore, the risk security policy and risk management procedures" on December 29, 2021, and the Company designed and is relatively low.	classification, recycling and reduction activities, and using building, we have been continuously implementing waste The Company is located in an office building, and in line recycled paper to reduce the burden on the environment. with government policies and the administration of the	classification, recycling and reduction activities, and using recycled paper to reduce the burden on the environment. We have been continuously implementing waste	Climate change currently has no significant impact on the Company's operations.
		No					V
		Yes	V	V	V	V
mpanies and reasons: Co		Promotional items	Has the company established a governance structure matters? How is the board of directors' supervision? development? Has the board of directors authorized dedicated ( concurrent ) unit to promote sustainable to promote sustainable development and set up a senior management to handle and supervise the How did the board of directors supervise the matters? I.	Does the Company conducts risk assessments on formulates relevant risk management policies or environmental, social and corporate governance accordance with the materiality principle, and issues related to the company's operations in strategies? (note2) II.	management systems based on the characteristics of Does the Company establish proper environmental Environment issues their industries? III. (I)	more efficiently and use renewable materials which Does the company endeavor to utilize all energy have low impact on the environment? (II)	opportunities of climate change on its present and future operation, and take measures to respond to (III) Does the Company assess the potential risks and climate-related issues?

(V) Performance of sustainable development, and differences to the Sustainable development Best Practice Principles for TWSE/GTSM Listed

			Implementation status (note1)	Difference from Sustainable
Promotional items	Yes	No	Description	development Best Practice Principles M Listed Companies and reasons WSE/GTS for T
the last two years, and establish company policy for greenhouse gas reduction, water saving and waste greenhouse gas, water consumption and waste for energy conservation and carbon reduction, (IV) Does the company conduct assessment on management?		V	No relevant management policy has been established.	Under planning.
management policies and procedures according to relevant regulations and the International Bill of Does the Company formulate appropriate Human Rights? Social Issues IV. (I)	V		insurance for employees, and allocated labor pensions so as The Company has already followed the labor-related laws and regulations, applied for labor insurance and health to ensure labor rights.	No difference
remuneration, vacation and other benefits, etc.), and reasonable employee benefits measures (including appropriately reflect operating performance or Does the Company formulate and implement results in employee remuneration? (II)	V		accordance with the law to process various employee welfare the employees. In addition, the employee evaluation is based affairs in order to protect the physical and mental health of Welfare Committee has been established in on the performance of each employee. The Employee	No difference
health and safety for its employees on a regular working environment and organize training on (III) Does the company provide a healthy and safe basis?	V		The company is located in an office building with a safe and comfortable working environment, and has taken out group insurance to provide employees with adequate protection.	No difference
effective career development and training sessions? (IV) Does the company provide its employees with	V		The Company encourages its employees to undertake further education and improve their own capabilities in order to facilitate their career development.	No difference
relevant policies and procedures to protect consumer Does the company comply with relevant regulations and international standards on the health and safety labeling of products and services, and formulates of customers, customer privacy, marketing and rights and handling complaints? (V)	V		with construction-related laws and regulations, therefore less protect the consumer's rights and interests, and the Company communicate or solve product-related problems in order to The sales department is available for customers to consult, has designed and launched various projects in accordance grievance procedure has been shown on the Company's website. Moreover, the disputes.	No difference

			Implementation status (note1)	Difference from Sustainable
Promotional items	Yes	No	Description	development Best Practice Principles M Listed Companies and reasons WSE/GTS for T
(VI) Does the Company establish a supplier management protection, occupational safety and health, or labor policy that requires suppliers to follow and implement related issues on environmental rights? How is it implemented?	V		do not currently include provisions related to environmental The contracts between the Company and its major suppliers A contractor protection, occupational safety and health, or labor human management process has been established in the internal rights compliance; however,there are provisions for control system in order to select suitable suppliers. restrictions and termination of the contracts.	No difference
social responsibility or non-financial related reports? standards or guidelines for preparing corporate Has the aforementioned report been verified or Does the company comply with international certified by a third party? V.		V	Observation Post System, the Company has not yet prepared Although the Company has established the best practice Market policies, which has been disclosed on the a corporate social responsibility report.	Under planning.
Companies," please describe any discrepancy between the Principles and their implementation:			principles" pursuant to the regulations in the near future. The principles are planed to be followed by the Company , and there is no significant difference yet. VI. If the Company has established the corporate social responsibility principles based on "the Sustainable development Best-Practice Principles for T The Company has formulated its "corporate social responsibility best practice principles," and will change its name to "sustainable development	WSE/TPEx Listed best practice
VII. Other important information to facilitate better understanding of the company's corporate social responsibility practices: nil
the "differences to the Sustainable development Best Practice Principles for T			Note 1: If "Yes" is checked for the status of implementation, please specify the important policies, strategies and measures adopted and the status of implementation; if "No" is checked for the status of implementation, please explain the circumstances and reasons for the differences, and explain the relevant policies to be adopted in the future on M Listed Companies and reasons" section. WSE/GTS

Note 2: Materiality principles refer to that environmental, social and corporate governance issues have a significant impact on the Company's investors and other stakeholders.

Note 3: Please refer to the best practice examples on the website of the corporate governance center of the TWSE for disclosure methods.

mpanies and reasons:
			Implementation status	Difference from Ethical
Evaluation items	No Yes		for Description	Management Best Practice Principles M Listed Companies and reasons WSE/GTS Corporate
management policy approved by its board of directors, and bylaws and publicly available documents addressing its corporate conduct measures, and commitment regarding implementation of such policy from the board of directors and Establishment of corporate conduct and ethics policy and Does the Company have a clear ethical corporate implementation measures and ethics policy and	V	(I)	The Company has established the "procedures for ethical management" which has been approved by the Board of Directors.
arising from unethical conducts, regularly analyze and assess operating activities with higher risk of unethical conduct within its business, and formulate preventive schemes accordingly, which at least contain preventive measures for conducts set forth mechanism for risk Company establish assessment the supreme management?	V	(II)	management" established by Company have set up a plan to prevent dishonest grievance provided procedures on the Company's website. has Company The "procedures for ethical and the behavior, the	No difference
Company have clear statements regarding relevant and compliant system in the schemes to prevent unethical conduct, and Management WSE/TPEx Listed Companies"? accordingly measures in Paragraph 2, Article 7 of the "Ethical Corporate disciplinary Company implement them guidelines, regularly review those schemes? Best Practice Principles for T conduct does the	V		management" established by measures. Besides, the auditors conduct regular inspections and report any abnormal conditions to management immediately. the Company have set up prevention (III)The "procedures for ethical
party's history of ethical conduct and include the compliance of business ethics as a clause (I) Does the Company review the counter II. Implementation of ethical management in the business contract?	V	(I)	with a contractor, an evaluation and will be conducted qualification review of the contractor to minimize risk. Prior to dealing
(II) Has the Company established a dedicated department under the board to promote ethical conducts and report regularly (at least once every year) its ethics policies and preventive schemes for unethical conducts as well as implementation status to the board	V	(II)	Office is the dedicated (concurrent) unit to management; the implementation on directors of board reported to the promote the ethical December 29, 2021. was The Legal status	No difference
and Has the Company established policies to prevent conflicts of channels communication thoroughly implement the policies? appropriate provide	V	(III)	The "procedures for ethical management" formulated by the Company has already stipulated the matters.
(IV) Has the Company established effective accounting and internal control systems for the implementation of ethics policies and had the internal audit unit formulating relevant audit plans	V		been Company, and the internal auditors has management" also conduct audit in a regular basis. ethical "procedures for formulated by the (IV) the

(VI) Difference between the implementation of ethical corporate management and the Ethical Corporate Management Best Practice

				Implementation status	Difference from Ethical
	Evaluation items	Yes	No	Description	Management Best Practice Principles M Listed Companies and reasons WSE/GTS Corporate for
	with Has the Company then performed audits with the preventive schemes for unethical CPAs to conduct the (V) Has the Company regularly held internal and external training outcome of risk associated conducts accordingly, or entrust the sessions on business ethics? based on the assessment unethical conducts? on the compliance audits?	V		Company organizes education training or conducts various presentations at its internal was conducted Trading Presentation" on —0.5 hours / 11 participants in total. meetings; an internal education training with the theme of "Internal (V) From time to time, the December 29, 2021
	Has the Company established standard operating procedures for channels, and designated responsible personnel to handle the Has the Company established specific whistleblowing and reward systems, set up conveniently accessible complaint III. Implementation of whistleblowing system complaint received? (II) (I)	V V		management" formulated by the matters, and grievance procedures have been set up on the website. . Company has already stipulated the The "procedures for ethical	No difference
	investigating the complaints received, actions to be taken upon the completion of investigation, and mechanisms for (III) Has the Company established measures to protect whistleblowers from retaliation? confidentiality?	V
	Does the Company disclose its principles of business ethics and information about implementation of such guidelines on its IV. Enhancement on Information disclosure MOPS? website and	V		Company have been disclosed on the Company's website and Market Observation Post System, and the Implementation The "procedures for ethical management" formulated by the status (education and training) is also disclosed on the Company's website. the	No difference
V.	The Company has established its "procedures for ethical management." Currently these procedures are effective and reported to the board of directors on a regular basis (at If the Company has established ethical conduct policies based on "Ethical Corporate specify any discrepancy between the policies and their implementation least once a year). There is no material differences.			Management Best Practice Principles for T	WSE/TPEx-Listed Companies", please
VI.	Other important information to facilitate better understanding of the Company's ethical conduct practices (e.g., the Company reviews and revises its Principles of Business Ethics, etc.):
	The Company regularly reviews its "procedures for ethical management." Since 2021, the implementation status has been reported to the board of directors on a regular basis, and relevant awareness-raising courses are held from time to time.

(VII) If the Company has established Corporate Governance Best Practice Principles and related regulations, the ways of inquiry shall be disclosed.

The "corporate governance best practice principles," "corporate social responsibility best practice principles," and "procedures for ethical management" formulated by the Company were disclosed on the Company's website and the Market Observation Post System.

(VIII) Other important information that may enhance the understanding of the operation of corporate governance may be disclosed as well.

The Company has appointed a "corporate governance officer" at the end of 2021, the appointment, responsibilities and training of which are as follows:

● Appointment

On December 29, 2021, Mr. Huang Wen-Cheng—the officer of the finance and accounting division— was appointed as the officer of corporate governance at the 10th meeting of the 17th board of directors.

● Scope of responsibilities:

The responsibilities include conducting meetings of the board of directors and shareholders' meetings, preparing minutes of board of directors and shareholders' meetings, assisting directors in their appointment and continuing education, providing information necessary for directors to perform their duties, assisting directors in complying with laws and regulations, and promoting corporate governance in accordance with the law, etc.

● Continuing education

Since the initial term of service has not yet reached one year, no continuing education has been provided up to the date of publication of the annual report. However, the education will be completed within one year of taking office and the hours will be reported in accordance with the regulations.

(IX) Status of Implementation of Internal Control System

1. Statement of Internal Control System

Better Life Group Co., Ltd.

Statement of Internal Control System

Date: March 16, 2022

Based on the findings of a self-assessment, the Company states the following with regard to its internal control system during the year 2021:

• I. The Company's board of directors and management understand their responsibilities of developing, implementing and maintaining the Company's internal control system, and such system has been established by the Company. Our internal control is designed to provide reasonable assurance over the effectiveness, and efficiency of our operation(including profitability, performance and safeguard of asset), reliability, timeliness, transparency of our reporting and compliance with applicable laws and regulations.
• II. An internal control system has inherent limitation. No matter how perfectly designed, an effective internal control system can only provide a reasonable assessment of its stated objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to extenuating circumstances beyond our control. Nevertheless, our internal control system contains self-monitoring mechanisms, and the Company takes immediate remedial actions in response to any identified deficiencies.
• III. The evaluation of effectiveness of the internal control system design and implementation is made in accordance with the "Regulations Governing Establishment of Internal Control Systems by Public Companies" (the Regulations). The Regulations are made to examine the following five factors during the management and control process: 1. control environment, 2. risk assessment, 3. control activities, 4. information and communication, and 5. monitoring. Each factor also includes several items. Please refer to the regulations for details of the aforesaid items.
• IV. The Company has evaluated the design and operating effectiveness of its internal control system according to the aforesaid regulations.
• V. Based on the findings of the aforesaid evaluation, the Company believes that, on December 31, 2021, it has maintained a effective internal control system(that includes the supervision and management of its subsidiaries) to provide reasonable assurance over our operational effectiveness and efficiency, reliability, timeliest, transparency of reporting, and compliance with applicable laws and regulations.
• VI. This statement is an integral part of the Company's annual report and prospectus available to the general public. If it contains false information or omits any material content, the Company is in violation of Article 20, Article 32, Article 171 and Article 174 set forth in the Securities and Exchange Act.
• VII This statement was passed by the board of directors in their meeting held on March 16, 2022 with none of the 9 attending director expressing dissenting opinion, and the reminder all affirming the content of this statement.

Better Life Group Co., Ltd.

Chairman: Chung, Hsi-Chi General Manager: Lin, Jui-Shan

• 1. If the Company hire an CPAs to audit the Company's internal control system the audit report made by the CPAs shall be disclosed: nil
• (X) Lawful punishment inflicted on the Company, or disciplinary action taken by the Company against its employees for violating internal regulations during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report. ; punishments that may materially affect shareholder rights of share prices, and correction and improvement procedures: nil
• (XI) Significant resolutions of the shareholders meeting and the board of directors meeting during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.

Meeting date	Meeting type	Significant resolutions	Implementation status
		1. Motion of the2020 business report and financial statements	The 2020 business report and financial statements, in which the net loss after tax was \$61,775 thousand and the basic loss per share was \$0.62 were adopted
		2. Motion of 2020deficit compensation	The 2020Deficit Compensation and that the undistributed earnings at the end of the period amounted to a loss of \$382,540,215 were adopted
2021.08.04	Annual shareholders meeting	3. For the issuance of common shares by private placement in 2020, the outstanding amount by the date of the shareholders meeting in 2021 will not be executed.	The motion was passed and the 2020 private placement did not proceed.
		4. Amendment of the "regulation of election of directors"	The amendment was passed and has been executed in accordance with the resolution of the shareholders' meeting.
		5. Proposal to issue common shares for cash by private placement.	The proposal was passed; however, it had not been conducted up to the date of publication of the annual report.

"Shareholders meeting "

"Board of directors"

Meeting date	Meeting type	Significant resolutions
2021.03.03	Board of directors	1. Motion of 2020 business report and financial statement 2. Motion of the 2020 effectiveness assessment of internal control system and the statement of the internal control system. 3. Motion of 2020 deficit compensation 4. Proposal of the first issuance of the domestic secured convertible bonds 5. Proposal to sing the contract of join construction (7 pieces of land of lot 259-1、260、260-1、261、261-2、263 and 263-1, Hwa Ya Section, Guishan District)with the related party 6. Setting the affairs related to the Company's 2021 shareholders meeting.
2021.05.06	Board of directors	1. Motion of the Q1 2021 consolidated financial statements 2. For the issuance of common shares by private placement in 2020, the outstanding amount by the date of the shareholders meeting in 2021 is proposed to not be executed 3. Amendment of part of the internal regulations such as "regulation of election of directors," "corporate governance best practice principles," and "Corporate Social Responsibility Best Practice Principles." 4. Motion to extend the loan with Far Eastern Commercial Bank by the completed buildings of the Mountain in the Cloud(Kang ChiaoAsahi Villa) project 5. Motion to issue common shares for cash by private placement 6. New motions for the 2021 shareholders meeting
2021.07.08	Board of directors	1. Motion to reset the date of 2021 shareholders meeting. 2. Motion to apply for a loan from Mega International Commercial Bank.
2021.08.04	Board of directors	1. Motion of the Q2 2021 consolidated financial statements
2021.11.04	Board of directors	1. Motion of evaluation on independence of attesting CPAs of 2021 2. Motion of the Q3 2021 consolidated financial statements 3. Amendment of part of the articles of "remuneration committee organizational procedures" 4. Motion to change the registration of the Company's office address operating address 5. Motion to acquire right-of-use assets from the related party
2021.12.29	Board of directors	1. Motion to set up the Company's 2022 business plan 2. Motion to set up the 2022 internal audit plans 3. Motion to appoint the corporate governance officer 4. Motion to estimate the 2022 remuneration to the directors and managers 5. Motion to enlarge the internal control system of the "information security policy and risk management procedures" 6. Motion to entrust a related party to conduct the Company's construction project— "Pauian Pau-Garden." 7. Motion to sign the contract of the join development on ten of the lots including 254 Zhengda Section, Wenshan Dist., Taipei City.

Meeting date	Meeting type	Significant resolutions
2022.02.11	Board of directors	1. Motion to authorize the board chairperson by the board of directors to sign a joint construction contract of Taipei City and to purchase land within a certain amount. 2. Motion for the remuneration of the assistant general manager of the construction management department of the company's construction division.
2022.03.16	Board of directors	1. Motion of 2021 business report and financial statement 2. Motion of the 2021 effectiveness assessment of internal control system and the statement of the internal control system. 3. Motion of 2021 deficit compensation 4. Motion to amend the "articles of incorporation" and the "procedures for acquisition and disposal of assets" 5. Motion to extend the loan with Far Eastern Commercial Bank by the completed buildings of the Mountain in the Cloud(Kang ChiaoAsahi Villa) project 6. Motion to extend the loan by the stores and parking space of the Qingpu-Better Life Garden project 7. Motion to contract with the related party on the "Song Yong" project 8. Setting the affairs related to the Company's 2022 shareholders meeting

• (XII) Where, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, a director or supervisor has expressed a dissenting opinion with respect to a material resolution passed by the board of directors, and said dissenting opinion has been recorded or prepared as a written declaration, disclose the principal content thereof: nil
• (XIII) A summary of resignations and dismissals, during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, of the company's chairperson, general manager, chief accounting officer, chief financial officer, chief internal auditor, chief corporate governance officer, and chief research and development officer: nil

V. Information on the professional fees of the attesting CPAs

Name of CPA firm	Name of CPA	Audit period		Audit fee Non-audit Fee (Note)	Total	Remarks
	Chang, Shu-Ying	January 1, 2021–December 31, 2021
KPMG Taiwan	Tzeng, Guo-Yang	January 1, 2021–December 31, 2021	2,340	106	2,446

Information on the professional fees of the attesting CPAs

Unit: NT\$ thousand

(Note) non-audit fees: This is primarily the CPA review on the issuance of convertible bonds in 2021 and related expenses totaling \$106,000.

• (I) When the Company changes its accounting firm and the audit fees paid for the financial year in which the change took place are lower than those paid for the financial year immediately preceding the change, the amount of the audit fees before and after the change and the reason shall be disclosed: nil
• (II) When the audit fees paid for the current financial year are lower than those paid for the preceding financial year by 10 percent or more, the amount and percentage of and reason for the reduction in audit fees shall be disclosed: nil
• (III) Evaluation on independence of attesting CPAs
• (1) The Company evaluates the independence and suitability of the two CPAs on an annual basis. For 2021, the evaluation has been discussed and approved by the Audit Committee and the Board of Directors on November 04, 2021.
• (2) As a result of the following evaluation, the CPAs, Chang, Shu-Ying and Tseng, Kuo-Yang, are considered to meet the independence and suitability standards to serve as the Company's attesting CPAs

Evaluation items	Evaluation Results	Compliance with independence
1. The CPAs have no direct or indirect major financial stake in the Company.	Yes	Yes
2. The CPAs have no actual or potential litigation with the Company.	Yes	Yes
3. The CPAs do not have any potential employment relationship with the Company.	Yes	Yes
4. The CPAs do not hold any shares of the Company.	Yes	Yes
5. The CPAs do not have any borrowings with the Company.	Yes	Yes
6. The CPAs have not provided audit services to the Company for seven consecutive years.	Yes	Yes
7. The CPAs did not hold any positions as directors, managers, or persons with significant influence over the audit case during the audit period or within the last two years.	Yes	Yes
8. The " statement of Independence " issued by the CPAs has been obtained.	Yes	Yes

• VI. Information on replacement of CPAs: nil
• VII. Where the company's chairperson, general manager, or any managerial officer in charge of finance or accounting matters has in the most recent year held a position at the accounting firm of its certified public accountant or at an affiliated enterprise of such accounting firm: nil
• VIII. Any transfer of equity interests and pledge of or change in equity interests by a director, supervisor, managerial officer, or shareholder with a stake of more than 10 percent during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report.
• (I) Change of shareholding of the directors, supervisors, managers, or shareholder(major shareholder) holding a stake of greater than 10 percent:

					Unit: Shares
		2021		Up to May 02, in 2022
Title	Name	Increase (decrease) of shareholding	Increase (decrease) of pledged shares	Increase (decrease) of shareholding	Increase (decrease) of pledged shares
Juristic person director	Nien Mei Investment Co., Ltd.	-	-	-	100,000
Delegate of juristic person director	Chung, Hsi-Chi	-	-	-	-
Delegate of juristic person director	Shih, Hao-Chi	-	-	-	-
Delegate of juristic person director	Liao, Yu-Hsin	3,013,000	-	84,000	-
Juristic person director	Puchuan Advertising Co., Ltd.	-	-	-	-
Delegate of juristic person director	Lin, Jui-Shan	-	-	-	-
Delegate of juristic person director	Chen,Chun-Liang	-	-	-	-
Delegate of juristic person director	Su, Li-Yu	-	-	-	-
Independent director	Huang, Kuo-Shih	-	-	-	-
Independent director	Li, Pei-Chang	-	-	-	-
Independent director	Kuo, Yu-Hsin	-	-	-	-
Chief legal officer	Chang, Pan	-	-	-	-
Treasurer	Huang, Wen-Cheng	-	-	-	-
Assistant general manager	Hsu, Tzu-Fang	-	-	-	-

(II) Information on where the counterparty in the transfer of equity is a related party: nil

(III) Information on where the counterparty in the pledge of equity is a related party: nil

IX. Relationship information among the Company's 10 largest shareholders

							May 2, 2022		Unit: Share
Name		Shareholding		Spouse & minor shareholding		Shareholding by nominee arrangement	Names and relationship Company's 10 largest shareholders any one is a related party or a relative within the second degree of kinship of another)	information. (if among the	Remarks
	Number of shares	Shareholding	Number of shares	Shareho lding	Number of shares	Shareho lding	Name	Relations
Puchuan Advertising Co., Ltd.	9,067,200	9.04%	-	-	-	-	-	-
Delegate Li, Chung-Shu	-	-	-	-	-	-	-	-
Sant Lui International Corporation	8,626,910	8.60%	-	-	-	-	-	-
Delegate Li, Chung-Shu	-	-	-	-	-	-	-	-
Tsai, Hung-Chien	8,458,744	8.44%	-	-	-	-	-	-
Liao, Heng-I	6,766,000	6.75%	-	-	-	-	-	-
Li, Pin-I	4,260,000	4.25%	-	-	-	-	-	-
Nien Mei Investment Co., Ltd.	4,122,000	4.11%	-	-	-	-	-	-
Delegate Shih, Hao-Chi	2,000	-	-	-	-	-	-	-
Chun Hsin Construction Co., Ltd.	3,965,000	3.96%	-	-	-	-	-	-
Delegate Chang, Chun-Kuei	1,800,000	1.80%	-	-	-	-	Liao, Yu-Hsin	Mother-son
Yuan, Mei-Hui	3,145,400	3.14%	-	-	-	-	-	-
Liao, Yu-Hsin	3,137,000	3.13%	-	-	-	-	Chang, Chun-Kuei	Mother-son
Hsieh, Kai-Yuan	3,036,600	3.03%	-	-	-	-	-	-

X. Total number of shares and total equity stake held in any single enterprise by the Company, its directors and supervisors, managerial officers, and any companies controlled either directly or indirectly by the Company:

						Unit: Shares
Reinvested enterprises (Note 1)	The Company's investment			Investment on the enterprises directly or indirectly controlled by the directors, or managers	Combined investment
	Number of shares (note2)	Shareholding Number of	shares	Shareholding	Number of shares (note2)	Shareholding
Better Life Green Energy Technology Co., Ltd.	9,100,000	100%	0	0%	9,100,000	100%
Better Life Real Estate Co., Ltd.	11,000,000	100%	0	0%	11,000,000	100%
Better Life Group Travel Service Co., Ltd.	Note applicable	100%	0	0%	Note applicable	100%
Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd.	Note applicable	100%	0	0%	Note applicable	100%

Note 1: Long-term equity investment of the Company calculated according to the equity method

Note 2: The number of shares matches the number listed in the 2021 financial report audited by the CPAs.

Four. Information on capital raising activities

I. Source of capital stock

			Authorized capital stock		Paid-in capital		Remarks
Year	Month Issue price	Number of shares	Amount	Number of shares	Amount	Source of capital stock	Property other than cash offset by the number of shares	Others
July 1991	10		120,000,000 1,200,000,000	81,000,000	810,000,000	Issuance by cash upon listing 195,007,200 Capital increase by cash 156,358,620 Capital increase by earnings 274,769,322 Capital surplus \$183,864,858	None	Approval letter of the Securities and Futures Commission—(80)Tai-T sai-Cheng(I) No. 00359 on February 2, 1991
October 1991	10		120,000,000 1,200,000,000	89,100,000		891,000,000 Capital surplus 81,000,000	None	Approval letter of the Securities and Futures Commission—(80)Tai-T sai-Cheng(I) No. 01973 on July 25, 1991
February 1993	10		120,000,000 1,200,000,000	90,676,048	906,760,480	Common shares converted from convertible securities 15,760,480	None	Approval letter of the Securities and Futures Commission—(82)Tai-T sai-Cheng(I) No. 84318 on January 8, 1993
March 1993	10		150,000,000 1,500,000,000 129,586,048		1,295,860,480	Capital increase by cash 300,000,000 Capital surplus 89,100,000	None	Approval letter of the Securities and Futures Commission—(81)Tai-T sai-Cheng(I) No. 02748 on October 27, 1992
February 1994	10		150,000,000 1,500,000,000 129,591,805		1,295,918,050	Common shares converted from convertible securities 57,570	None	Approval letter of the Securities and Futures Commission—(83)Tai-T sai-Cheng(I) No. 50101 on January 11, 1994
February 1995	10		250,000,000 2,500,000,000 171,720,071		1,717,200,710	Common shares converted from convertible securities 48,151,400 Capital increase by earnings 243,539,460 Capital surplus 129,591,800	None	Approval letter of the Securities and Futures Commission—(84)Tai-T sai-Cheng(I) No. 55353 on January 10, 1995 Approval letter of the Securities and Futures Commission—(84)Tai-T sai-Cheng(I) No. 12389 on January 21, 1995 Approval letter of the Securities and Futures Commission—(83)Tai-T sai-Cheng(I) No. 46957 on December 23, 1994
August 1995	10		350,000,000 3,500,000,000 266,195,601		2,661,956,010	Allotment of shares to employees 11,934,890 Capital increase by earnings 658,068,310 Capital surplus 274,752,100	None	Approval letter of the Securities and Futures Commission—(84)Tai-T sai-Cheng(I) No. 29188 on May 22, 1995
January 1996	10		350,000,000 3,500,000,000 267,909,275		2,679,092,750	Common shares converted from convertible securities 17,136,740	None	Approval letter of the Securities and Futures Commission—(85)Tai-T sai-Cheng(I) No. 67267 on January 5, 1996
May 1999	10		350,000,000 3,500,000,000 350,000,000			3,500,000,000 Capital increase by cash 820,907,250	None	Approval letter of the Securities and Futures Commission—(88)Tai-T sai-Cheng(I) No. 16322 on February 10, 1999
October 2001	10		175,000,000 1,750,000,000 175,000,000			1,750,000,000 Capital reduction 175,000,000	None	Approval letter of the Securities and Futures Commission—(90)Tai-T sai-Cheng(I) No. 144625 on August 13, 2001

			Authorized capital stock		Paid-in capital		Remarks
Month Issue Year	price	Number of shares	Amount	Number of shares	Amount	Source of capital stock	Property other than cash offset by the number of shares	Others
September 2005	1		675,000,000 6,750,000,000 425,000,000		4,250,000,000	Private placement Capital increase by cash 2,500,000,000	None	Private placement of 250 million shares at NT\$1 per share
October 2006	10		675,000,000 6,750,000,000	53,125,000		531,250,000 Capital reduction 3,718,750,000	None	Approval letter of the Financial Supervisory Commission—Chin-Kua n-Cheng(I) No. 0950138035 on September 28, 2006
August 2008	7		675,000,000 6,750,000,000	60,275,000	602,750,000	Private placement Capital increase by cash 71,500,000	None	Private placement of 7.15 million shares at NT\$7 per share
December 2009	5.5		675,000,000 6,750,000,000	94,875,000	948,750,000	Private placement Capital increase by cash 346,000,000	None	Private placement of 34.60 million shares at NT\$5.5 per share
June 2010	10		675,000,000 6,750,000,000	50,000,000		500,000,000 Capital reduction 448,750,000	None	Approved by FSC—letter of Chin-Kuan-Cheng-Fa-T zuNo.0990029642—on June 15, 2010
March 2011	13.3		675,000,000 6,750,000,000	60,265,400	602,654,000	Private placement Capital increase by cash 102,654,000	None	Private placement of 10.2654 million shares at NT\$13.3 per share
July 2011	10		675,000,000 6,750,000,000	50,265,400		502,654,000 Capital reduction 100,000,000	None	Approved by FSC—letter of Chin-Kuan-Cheng-Fa-T zu No.1000030508—on July 8, 2011
November 2012	10.5		675,000,000 6,750,000,000	80,265,400		802,654,000 Capital increase by cash 300,000,000	None	Approved by FSC—letter of Chin-Kuan-Cheng-Fa-T zuNo.1010047576—on November 9, 2012
December 2019	7.2		675,000,000 6,750,000,000 100,265,400		1,002,654,000	Private placement Capital increase by cash 20,000,000	None	Private placement of 20 million shares at NT\$7.2 per share

May 5, 2022; Unit: Share

		Authorized capital stock
Share type	Shares outstanding	Unissued shares	Total	Remarks
Common share	100,265,400 (note)	574,734,600	675,000,000	Listed company shares

(Note) 20,000,000 shares are issued by private placement.

Relevant information on shelf registration: n/a

II. Shareholder structure

				May 5, 2022;		Unit: person; share
Shareholder structure Number	Governments	Financial institutions	Other institutions	Individuals	Foreign Institutions & Individuals	Total
Number of persons	0	2	30	13,196	19	13,247
Number of shareholding	0	30	31,012,714	69,084,918	167,738	100,265,400
Percentage of shareholding	0.00%	0.00%	30.93%	68.90%	0.17%	100%

III. Diffusion of ownership

		May 5, 2022;	Unit: person; share
Shareholding range	Number of Shareholders	Number of shares held	Percentage of shareholding (%)
1 to 999	11,023	1,107,010	1.10%
1,000 to 5,000	1,659	3,305,271	3.30%
5,001 to 10,000	226	1,793,891	1.79%
10,001 to 15,000	69	902,071	0.90%
15,001 to 20,000	74	1,394,513	1.39%
20,001 to 30,000	46	1,177,517	1.17%
30,001 to 40,000	26	915,521	0.91%
40,001 to 50,000	20	919,859	0.92%
50,001 to 100,000	38	2,637,295	2.63%
100,001 to 200,000	25	3,569,923	3.56%
200,001 to 400,000	14	3,790,275	3.78%
400,001 to 600,000	2	991,000	0.99%
600,001 to 800,000	1	800,000	0.80%
800,001 to 1,000,000	3	2,784,000	2.78%
Above 1,000,001	21	74,177,254	63.98%
Total	13,247	100,265,400	100.00%

Diffusion status of ownership

Note: The Company does not issue preferred stocks

IV. List of Major Shareholders(Shareholders with more than 5% of the shares or the top 10 shareholders)

		May 2, 2022; Unit: Share%
Shares Name of major shareholder	Number of shareholding	Percentage of shareholding
Puchuan Advertising Co., Ltd.	9,067,200	9.04%
Sant Lui International Corporation	8,626,910	8.60%
Tsai, Hung-Chien	8,458,744	8.44%
Liao, Heng-I	6,766,000	6.75%
Li, Pin-I	4,260,000	4.25%
Nien Mei Investment Co., Ltd.	4,122,000	4.11%
Chun Hsin Construction Co., Ltd.	3,965,000	3.96%
Yuan, Mei-Hui	3,145,400	3.14%
Liao, Yu-Hsin	3,137,000	3.13%
Hsieh, Kai-Yuan	3,036,600	3.03%

Item		Year	2020	2021	Up to May 5, in 2022
Market	Highest		11.10	18.20	14.70
price per	Lowest		7.47	9.50	12.60
share	Average		9.36	13.98	13.56
Net value	Before distribution		6.03	5.95	-
per share(dollar)	After distribution		6.03	5.95	-
Earnings per share	(thousand shares)	Weighted average shares	100,265	100,265	-
	Earnings per share		(0.62)	(0.34)	-
	Cash dividend		-	-	-
Dividends per share	Stock dividends	Stock dividends appropriated from earnings	-	-	-
		Stock dividends appropriated from capital surplus	-	-	-
	dividends	Accumulated unappropriated	-	-	-
Investment		Price-to-earnings ratio	-	-	-
return	Price-dividend ratio		-	-	-
analyses	Cash dividend yield		-	-	-

V. Market price per share, net worth per share, earnings per share, dividends per share for the past 2 fiscal years, and related information.

Unit: NTD

Note1: Price-to-earnings ratio = Average closing price per share for the year/earnings per share

Note2: Price-dividend ratio= Average closing price per share for the year/cash dividend per share

Note3: Cash dividend yield= cash dividend per share/average closing price per share for the year

Note4: For net value per share, earnings per share, the information audited(reviewed)by the CPAs during the most recent season during the current year up to the date of publication of the annual report shall be listed; for the remaining column, the information during the current year up to the date of publication of the annual report shall be listed.

VI. Company's dividend policy and implementation thereof

(I) Company's dividend policy

In accordance with the provisions of the Company's Articles of Incorporation.

Regarding the determination on the proposal of earnings distribution, the board of directors of the Company shall consider the future capital expense budget and demand of fund of the Company and shall also evaluate the necessity to fulfill the demand of fund with the surplus earnings in order to determine the amount of earnings to be reserved or distributed as well as the amount of distribution of dividends or bonuses in cash or stock to shareholders.

For the net profit before tax of the current period before deduction of the remuneration of employees and remuneration of directors of the Company, not less than 4% of such profit shall be appropriated as the remuneration of employees, and no higher than 4% of such profit shall be appropriated as the remuneration of directors and supervisors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first. The subjects for the issuance of remunerations may include employees of a holding or subordinate company satisfy certain criteria, and the board of directors is authorized to specify such criteria.

Where the Company has a net profit after tax in the final accounts of the current year, amount shall be appropriated to compensate accumulated losses (including adjustment of undistributed earnings amount) first, followed by appropriating 10% of such profit as the legal reserve; provided that the aggregate of the legal reserve has reached the paid-in capital of the Company, such requirement shall not be applied. In addition, special reserve may be set aside or reversed depending upon the business needs or according to the regulations of the competent authority. For the remaining earnings together with the initial undistributed earnings (including adjustment of undistributed earnings amount), the board of directors may establish the proposal for distribution of earnings, and when it is performed via the method of issuance of new shares, it shall be reported to the shareholders' meeting for resolution before the distribution thereof.

When all or a portion of the dividends and bonuses or legal reserve and capital reserve distributed by the Company are made in the form of cash, the board of directors may be authorized to execute the distribution in accordance with the resolution of the board of directors' meeting attended by more than two thirds of the directors and the consents of a majority of the attending directors. In addition, report to the shareholders' meeting shall also be made.

• (II) Distribution status of dividends proposed at the shareholders' meeting: n/a ( as resolved by the board of directors, the Company does not intend to distribute the dividends).
• VII. Effect upon business performance and earnings per share of any stock dividend distribution proposed or adopted at the most recent shareholders' meeting: n/a(no stock dividends motion at the shareholders' meeting)

VIII. Remunerations to employees and directors

(I) The percentages or ranges of remuneration to employees and directors as set forth in the articles of incorporation are as follows.

For the net profit before tax of the current period before deduction of the remuneration of employees and remuneration of directors of the Company, not less than 4% of such profit shall be appropriated as the remuneration of employees, and no higher than 4% of such profit shall be appropriated as the remuneration of directors and supervisors. However, if the Company still has accumulated losses (including adjustment of undistributed earnings amount), an amount shall be reserved for making up the accumulated loss first. The subjects for the issuance of remunerations may include employees of a holding or subordinate company satisfy certain criteria, and the board of directors is authorized to specify such criteria.

• (II) The allocation of employees', directors' and supervisors' remuneration of this period, the calculation basis for the employee's remuneration by stock and the accounting handlings if there is discrepancy between the allocation amount and distributed amount: Since the Company had a loss in 2021, the above remuneration has not been estimated.
• (III) Information on the remuneration for distribution approved by the board of directors
• 1. Distribution of cash bonus and stock bonus for employees and remuneration for directors and supervisors: nil
• 1. Employees' remuneration by stock and ratio of this accounted for the net profit after tax in the individual or financial statement during the period and the ratio of the total employees' remuneration: nil
• (IV) The actual distribution of employees', directors' and supervisors' remuneration for the preceding year: nil
• IX. The Company's share repurchase: nil

	Corporate bond type	2021 first issuance of domestic secured convertible bonds
	Issuance (processing) date	September 24, 2021
	Par value	Par value of NT\$100 thousand
	Issuance and transaction place (Note)	Note applicable
	Issuance price	Issue in full at par value
Total		Total par value of NT\$300 million
	Interest rate	Face interest rate 0%
Period		Three years, Maturity date: September 24, 2024
	Guaranteed institution	Taichung Commercial Bank Co., Ltd.
Trustor		Land Bank of Taiwan Co., Ltd.
	Underwriting Institution	Taichung Bank Securities Co., Ltd.
	Certified Attorney	Attorney-at-law Yang-Wen Chiu
	Certified Public Accountant	CPA Shu-Ying Chang and CPA Guo-Yang Tzeng
	Repayment method	In addition to the conversion into the Company's common shares applied by the secures holder according to the conversion method of the Company, or early redemption by the Company according to the conversion method, or retirement after the Company's buy back from the over-the-counter market, within ten business days after the maturity of the convertible bonds, the Company may redeem all at once according to the face value of the bond at that time.
	Outstanding Principle	NT\$300 million
Terms of redemption or early settlement		For the period from the next day (December 25, 2021) of three months after the issuance of convertible bond to the date of forty days (August 15, 2024) before the maturity of the issuance period, if the common stock closing price of the Company continues to reach 30% (inclusive) of the conversion price for thirty business days ; or the balance of the outstanding convertible bond is lower than 10% of the total original issuance amount, the Company may redeem the bond.
	Restrictive clause	None
	Name of credit rating agency, rating date,
	rating result of corporate bonds	Note applicable
Other rights	Converted amount of (exchanged or subscribed) ordinary shares, GDRs or other securities up to the date of publication of the annual report.	The aggregate converted ordinary shares is 0 shares up to the date of publication of the annual report(Many 5, 2022).
attached	Methods of issuance and conversion (exchange or share subscription)	Please refer to the Prospectus.
	Issuance and conversion, exchange or subscription method, issuing condition dilution on equity and impact on existing shareholders' equity	Please refer to the Prospectus.
	Name of transfer agent for the transfer subject matter	Note applicable

X. Issuance of Corporate Bonds:

Note: It is for information of overseas corporate bonds.

XI. Status of implementation of preferred shares, global depository receipts, employee stock warrants, issuance of new shares in connection with mergers or acquisitions or with acquisitions of shares of other companies: nil

XII. Status of implementation of capital allocation plans:nil

Five. Overview of operations.

• I. Description of the business
• (I) Description of the business
  • 1. The Company's principal business: to contract construction companies to build public housing projects and commercial buildings for lease out and sales.
  • 1. The Subsidiaries' principal business

Better Life Green Energy Technology Co., Ltd.: solar energy application business.

Better Life Real Estate Co., Ltd.: Real estate agency.

Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd.: Travel management and rental services, etc.

Better Life Group Travel Service Co., Ltd.: Travel agency, etc.

1. Current products and the relative weight of each

Year	2021
Products	Consolidated amount(thousand dollars)	Proportion(%)
Construction revenue	136,276	73.47
Other income	49,198	26.53
Total	185,474	100.00

1. New products or services planned for development: Land development, solar energy application business, travel agency, travel management and rental services, etc.

(II) Industry Overview

• 1. Current status and development of the industry,
• Construction business

"Qingpu-Better Life Garden" store units will continue to be sold in 2022.

"Mountain in the Cloud" (Kang ChiaoAsahi Villa) "located at Huacheng area of Xindian District, New Taipei City, will continue to be sold in 2022.

"Song Yong" project, located in Xinyi District, Taipei City, is currently under construction, and its house units are expected to be sold in 2022.

"Pauian Pau-Garden" project, located in Songshan District, Taipei City, will continue its pre-sale and start of construction in 2022.

"Yongjing Park" project, located at Zhongshan District, Taipei City, is currently under the review of urban renewal business plan.

"Hwa Ya" project, located in Guishan District, Taoyuan City, is current under the preliminary land category change related operation.

• Real estate agency services Currently, the main focus is on the sales of "Mountain in the Cloud" (Kang ChiaoAsahi Villa) project.
• Travel agency, management and rental services Currently, the rental service business duties are mainly in Xiamen.
• Solar energy applications business Regarding the motion to construct solar energy facilities on the Company's land in Miaoli County, the planning process is still underway.
• 1. Links between the upstream, midstream, and downstream segments of the industry:

The upstream of the real estate market is mainly about land and building materials. Land is mainly supplied by private landowners, which is released through sale or joint construction, and by redeveloping land in old areas through urban renewal. Regarding building materials, with the development of new technologies, such as nano-technology building materials, green buildings, and the internet of things, the proportion of applications will gradually increase. The downstream is mainly composed of agencies and brokers.

• 1. Development trends and competition for the products.
• Construction--As home buyers pay more and more attention to the quality of living, the design and construction quality of our projects have become an important consideration for home buyers. Therefore, the Company is actively working on the design of each project in order to maintain its competitive edge and gain the approval of consumers in the industry.
• (1) Keen strategies for land acquisition development

The Company's management team members have keen abilities to develop land, and they pay close attention to public preferences and trends. Before purchasing land, they conducted thorough market assessment and developed in the local area; they collect buyers' opinions, budgets and preferences in order to understand the market demand, consider the development of the surrounding areas and the cultural characteristics. Furthermore, they actively plan for the development and construction after the purchase is made.

(2) Construction management and rigorous quality

Prior to launching a project, the company has gone through prudent planning, perfect estimation of funds, and has maintained good credit with the bank. In order to control the quality of the construction, the company has chosen contractors that have professional technique and excellent construction equipment, and strictly controls the construction progress and product quality; therefore the company is able to meet the customer's expectations for timely completion and quality, thus creating stable profits.

• Agency sales Being relatively conservative, the Sales are still focused on remaining houses currently.
• Travel agency, management and rental servicesCurrently, the focus is on rental services business.
• Solar energy applications business--It is still in the planning stage currently.
• (III) Overview of the technologies, research and development work: During 2021 or during current year up the publication date of the annual report, the Company has invested \$0 in research and development, and has no future research and development plans.
• (IV) Long- and short-term business development plans
• 1. Short-term development plans:

Considering the current scope, the return on investment and the capital turnover efficiency of each project, the company will continue to invest in the construction and sell its projects in the Greater Taipei area in the short term, so that it can achieve the best operating efficiency and accumulate capital quickly through profits from each project, thus enabling the Company to grow continuously.

• 1. Long-term development plans:
• (1) In the future, through in-depth exploration of project characteristics, we will create product value, enhance product differentiation and irreplaceability, improve the Company's brand value, and strengthen product quality and after-sales service, in order to achieve the Company's competitiveness in the construction market and further increase gross profit, thereby creating maximum profitability for the Company.
• (2) Regarding the development of travel and rental service business, the main objective is to stabilize the company's income in the long term.

• (3) Regarding the development of solar energy application business, in addition to the revitalization of the Company's assets, it can also lead the Company to the goal of business diversification.

• II. Market, production and sales overview

• (I) Analysis of the market
  • 1. Areas where the main products are provided
  • Construction business

We mainly sell houses in the Greater Taipei and Taoyuan areas.

Real estate agency services

Currently, the main focus is on the sales of "Mountain in the Cloud" (Kang ChiaoAsahi Villa) project.

• Travel agency, management and rental services Currently, the rental service business duties are mainly in Xiamen.
• Solar energy applications business It is still in the planning stage.
• 1. Market share, demand and supply conditions for the market in the future
• Construction and real estate agency business In terms of brand, product quality and after-sales service, the Company has stringent requirements, and the market acceptance is quite high. In an era of low interest rates, it is expected to bring the demand for real estate.

Travel agency, management and rental services Currently, the main focus is on the continuous and stable rental service business.

Solar energy applications business

It is still in the planning stage.

• 1. The Company's competitive niche, positive and negative factors for future development, and the Company's response to such factors.
• Construction and real estate agency business

First-time homebuyers and the Inelastic demand for home replacement are the favorable factors for the development; the difficulty in obtaining the prime areas, limited developable land, rising raw materials and wages are the unfavorable factors for the development of real estate. The response strategy of the Company is to choose the location of the project carefully and to plan the project in a way that better meets the needs of the consumers. Besides, the Company has never hoarded land and will continue to pursue the business strategy of reducing the inventory of remaining houses in order to reduce the impact of government policies and market fluctuations.

Travel agency, management and rental services

The tourism and travel business has been affected by Covid-19 in recent years,

which has severely hurt the tourism industry, and therefore currently the focus is on the Xiamen rental business.

• Solar energy applications business It is still in the planning stage.
• (II) Usage and manufacturing processes for the main products.

Construction and real estate agency business

Market research→Land development→Planning and design→Marketing planning→ Sales promotion→Construction →Completion and handover of the houses→ Building management→After-sales service→Asset management

Travel agency, management and rental services

It belongs to the service industry, not the production business; therefore, there is no production procedure.

Solar energy applications business

It is still in the planning stage.

(III) Supply situation for the major raw materials

Construction and real estate agency business

• Land: The Company is actively engaged in land development in order to maintain the supply of land.
• Construction: The Company controls the quality and progress of the project by strict contracting regulations and construction rules.

Material: Contracting prices are adjusted in accordance with market price fluctuations.

Travel agency, management and rental services

It belongs to the service industry, not the production business; therefore, there is no raw material supply status.

Solar energy applications business

It is still in the planning stage.

(IV) List of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the 2 most recent fiscal years(consolidated information):

							Unit: thousand dollars
		2020				2021
Name	Amount	%〕 purchases of the year〔 Proportion of net	Relationship with the issuer	Name	Amount	%〕 Proportion of net purchases of the year〔	Relationship with the issuer
O-Sheng Chang,	130,800	66.35	Substantive related party	Pucheng Construction Co., Ltd.	28,108	35.38	Substantive related party
Pucheng Construction Co., Ltd.	22,640	11.49	Substantive related party	Puyuan Advertising Co., Ltd.	14,190	17.86	Substantive related party
Others	43,671	22.16		In Situ Interior Design	10,314	12.98	None
				Others	26,823	33.78
Net purchase	197,111	100.00		Net purchase	79,435	100.00

Information on major suppliers in the 2 most recent years

Reason for the change: This is mainly due to the purchase of land in 2020 and the decoration and design of the "Mountain in the Cloud "(Kang ChiaoAsahi Villa) project in 2021, which resulted in a change of main suppliers.

most recent years
mer in the 2
major custo
mation on
Infor

Unit: thousand dollars

	2020				2021
Amount	Proportion of net sales of %〕 the year〔	Relationship with the issuer	Name	Amount	Proportion of net sales of %〕 the year〔	Relationship with the issuer
	26.99	None	Wen O- Chang,		30.95	None
	23.76	None	O-Hua Wang,		21.58	None
	23.10	None	O-Fen Hsieh,		20.95	None
	18.84	None	Construction Co., Ltd. Sing Hong Yang		10.82	None
	7.31		Others	29,138	15.70
	100.00		Net sales		100.00
O-Feng O-Sheng O-Hung O-Ju Net sales		50,762 59,305 52,226 41,404 16,065 219,762			38,852 20,060 185,474	57,400 40,024

Reason for the change: Since the construction project "Mountain in the Cloud "(Kang ChiaoAsahi Villa) was handed over, and the revenue is recognized, the main counter party of sales was changed.

• (V) Table of production value in the 2 most recent years(consolidated information): it is not applicable, since the Company does not belong to production industry. n/a
• (VI) Table of sales value in the 2 most recent years(consolidated information):

								Unit: property, thousand/%
Year			2020					2021
Sales value		Domestic sales		Export			Domestic sales		Export
Major project	Buildings Parking	spaces	Value			Quantity Value Buildings Parking	spaces	Value	Quantity Value
Qingpu-Better Life Garden	-	1	1,444	-	-	-	-	-	-	-
"Mountain in the Cloud" (Kang ChiaoAsahi Villa) (note)	4	-	203,697	-	-	3	-	136,276	-	-
Others	-	-	14,621	-	-	-	-	49,198	-	-
Total			219,762	-	-			185,474

Table of sales value in the 2 most recent years

Note: The "Mountain in the Cloud"(Kang ChiaoAsahi Villa) project is about detached villas with landscape and an elevator, and no separate parking space is available for sale.

III. Information on employees for the 2 most recent fiscal years, and during the current fiscal year up to the date of publication of the annual report(consolidated information)

				May 5, 2022
	Year	2020	2021	Up to May 05, 2022
	Managers	10	9	8
Number of employees	staff	11	11	12
	Total	21	20	20
	Average age	49.00	48.30	48.67
	Average seniority	4.56	4.84	4.70
	PhD degree	0	0	0
Education	Master degree	2	2	2
distribution	College	17	16	16
ration	High school	2	2	2
	Below high school	0	0	0

IV. Disbursements for environmental protection

• (I) The loss caused by environmental pollution during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: \$0
• (II) Estimate of possible expenses that could be incurred currently and in the future and measures being or to be taken

The construction projects launched are contracted to the construction enterprises, and the maintenance of the worksite environment and waste disposal are undertaken by the enterprises, and the Company is responsible for supervising them; hence no significant environmental expenses are expected for the future.

V. Labor relations

• (I) The Company's and the subsidiaries' employee benefit plans, continuing education, training, retirement systems, and the status of their implementation, and the status of labor-management agreements and measures for preserving employees' rights and interests.
• 1. Welfare measures for employees:
  2. (1) Group Insurance

The labor insurance, the national health insurance and the employee group insurance, etc.

(2) Emphasis on employee benefits

An employee welfare committee has been established to organize and manage employee welfare. The employee welfare committee has made great efforts to promote various welfare measures and activities, such as subsidies for weddings, funerals, emergency relief, annual gifts and gratuities, etc.

(3) Work environment and personal safety

The Company is located in the office building, the whole building has security guards around 24 hours a day to strengthen management, and the Company regularly conducts the fire inspection and drill measures for the whole building; therefore, the employees have a reasonable protection of personal safety.

(4) Others

The Company provides a leave management system and working conditions in accordance with the laws and regulations, and the Company also specifies work rules so that the Company's employees can follow the rules and understand their rights and responsibilities.

1. Continuing education and training:

In order to improve the quality of human resources and enhance the working knowledge and skills of our employees, the Company conducts training for new employees, on-the-job training, and external education and training from time to time according to the employees' conditions and job requirements so as to ensure that they can meet the relevant requirements and maintain their ability.

The company conducted internal education promotion for employees in 2021, and the promotional information is as follows:

Promotion date	Course topics	Hours	Attendance
2021.12.29	Dissemination of insider trading	Half hour	11 persons

The company's management staff or professional staff at all levels maintain proficiency in fundamental professional skills. Professional trainings are conducted every year in accordance with the regulations to improve personal qualifications and work skills, and the details of the training are listed below ( only those required to be reported).

Name	Trainings in 2021	Organization that hold the course Accounting Research and Development Foundation The institute of internal auditors Securities and Future Institute	Hours	Report
				or not
Huang, Wen-Cheng	Accounting Officers'
( Finance and	Continuing Education Course		12	Yes
Accounting Officer )
Chen, Pi-Chen (Audit officer)	Annual Operating Plan and Budgeting Audit Practice Seminar.		12	Yes
	How to Prevent Major
	Financial Malpractice
	How Auditor Interpreted
	Financial Information and
	Insight into Fraud Analysis of
Huang, Chiung-Hui	Financial Statements			Yes
(Acting audit officer)	The legal compliance audit		12
	regarding the competent
	authority's request for the
	establishment of statutory
	officers and personnel

1. Retirement system.

The Company adheres to the regulations stipulated by the Labor Pension Act in Taiwan and the Pension Law in China by contributing certain percentages of monthly wages to labor pension personal accounts operated by the Bureau of Labor Insurance and the Social Security Agency, respectively.

1. Other important agreements: nil

(II) Losses suffered by the company in the most recent fiscal year and up to the annual report publication date due to labor disputes and estimate of possible expenses that could be incurred in the future and measures being or to be taken:

The Company and its subsidiaries have always valued the welfare of their employees and have a harmonious labor relations; therefore, no significant labor disputes have occurred. In the future, we will continue to uphold the consistent principle of maintaining harmonious labor relations; therefore, there is probably no possibility of labor disputes and losses.

VI. Important contracts

				May 5, 2022
Nature of	The contracting	Commencement dates and	Major content	Restrictive
contract	parties	expiration dates		clauses
Secured loan	Taipei Fubon Bank	2018.9.18~2023.8.09	Song Yong project	None
Secured loan	Far Eastern International Bank	2010.9.01~2024.9.01	Pauian Pau-Garden project	None
Secured loan	Mega Bill Co., Ltd.	2022.3.23~2023.3.22	Qingpu project	None
Secured loan	Far Eastern International Bank	2022.4.25~2023.4.25	Mountain in the Cloud(Kang ChiaoAsahi Villa)project	None
Short-term borrowings	Mega Bank	2021.5.29~2022.5.28	Credit loan	None
Project outsourcing	Pucheng Construction Co., Ltd.	Signed on 2020.06.11	Song Yong project	None
Project outsourcing	Pucheng Construction Co., Ltd.	Signed on 2022.03.10	Pauian Pau-Garden project	None
Agency contract	Puchuan Advertising Co., Ltd.	Signed on 2020.11.23	Song Yong project	None
Agency contract	Puqun Advertising Co., Ltd.	Signed on 2021.01.07	Pauian Pau-Garden project	None
Agency contract (Note)	Puyuan Advertising Co., Ltd.	2022.01.01~2022.12.31	Mountain in the Cloud(Kang ChiaoAsahi Villa) project	None

(Note) Signed by the subsidiaries—Better Life Real Estate Co., Ltd. and Puyuan Advertising Co., Ltd.

Six. Financial information

• I. Condensed balance sheets and statements of comprehensive income for the past 5 fiscal years:

• (I) Under International Financial Reporting Standards (IFRS):

• Consolidated balance sheet-Consolidated

Unit: NT\$ thousand

	Year		Financial information for the last five years (Note 1)
Item		2017	2018	2019	2020	2021
Current assets		1,394,193	1,349,664	1,363,502	1,235,140	1,310,031
Financial assets at amortized cost-non-current		35,514	-	-	-	-
Financial assets at fair value through other comprehensive income - non-current		-	21,448	21,448	18,628	17,944
Property, plant and equipment		66,305	66,868	71,858	84,582	11,266
Right-of-use assets		-	-	18,232	35,629	34,877
Investment property		-	-	-	-	83,047
Intangible assets		-	-	210	342	163
Other assets		5,313	7,048	4,733	3,450	1,775
Total assets		1,501,325	1,445,028	1,479,983	1,377,771	1,459,103
Current	Before distribution	758,172	849,680	800,940	742,110	555,847
liabilities	After distribution	758,172	849,680	800,940	742,110	Note 2
Non-current liabilities		-	-	12,956	30,824	306,930
	Total liabilities Before distribution	758,172	849,680	813,896	772,934	862,777
	After distribution	758,172	849,680	813,896	772,934	Note 2
parent	Equity attributable to owners of the	743,153	595,348	666,087	604,837	596,326
Share capital		802,654	802,654	1,002,654	1,002,654	1,002,654
Capital surplus		11,481	11,481	110	110	21,938
Legal reserve		4,320	4,320	4,320	4,320	4,320
Undistributed earnings (or	Before distribution	(75,315)	(203,145)	(320,766)	(382,541)	(416,218)
deficit to be compensated)	After distribution	(75,315)	(203,145)	(320,766)	(382,541)	Note 2
Other equity interests		13	(19,962)	(20,231)	(19,706)	(16,368)
	Before distribution	743,153	595,348	666,087	604,837	596,326
Total equity	After distribution	743,153	595,348	666,087	604,837	Note 2

Note 1: The financial information in each year has been audited by CPAs .

Note 2: The Motion of 2021 deficit compensation hasn't been approved at the shareholders meeting.

Year			Financial information for the last five years (Note)
Item	2017	2018	2019	2020	2021
Operating revenue	258,606	79,876	127,168	219,762	185,474
Gross profit(loss)	35,350	12,668	20,486	20,774	31,983
Operating profit(loss)	(65,281)	(88,133)	(60,379)	(53,074)	(33,902)
Non-operating revenues and expenses	62,886	(5,391)	(11,297)	(8,701)	1,347
Net profit (loss) before income tax	(2,395)	(93,524)	(71,676)	(61,775)	(32,555)
Net profit (Loss) from Continuing Operations for the period	(2,395)	(93,524)	(72,992)	(61,775)	(33,677)
Net income(loss) for the period	(2,395)	(93,524)	(72,992)	(61,775)	(33,677)
Other comprehensive income for the current period(net value after tax)	13	(1,238)	(269)	525	3,338
Total comprehensive income for the current period	(2,382)	(94,762)	(73,261)	(61,250)	(30,339)
Net profit attributable to owners of the parent	(2,395)	(93,524)	(72,992)	(61,775)	(33,677)
Equity attributable to owners of the parent	(2,382)	(94,762)	(73,261)	(61,250)	(30,339)
Earnings per share (EPS) (NT\$)	(0.03)	(1.17)	(0.91)	(0.62)	(0.34)

2. Condensed comprehensive Income Statement- consolidated

Unit: NT\$ thousand

Note: The financial information in each year has been audited by CPAs .

3. Consolidated balance sheet (parent company only)

Unit: NT\$ thousand

	Year			Financial information for the last five years (Note 1)
Item		2017	2018	2019	2020	2021
Current assets		1,280,969	1,337,250	1,372,496	1,205,022	1,261,505
Financial assets at amortized cost-non-current		35,514	-	-	-	-
other comprehensive income - non-current	Financial assets at fair value through	-	21,448	21,448	18,628	17,944
	Investment using the equity method	111,678	11,911	3,014	41,608	53,686
Property, plant and equipment		66,305	66,868	65,297	65,169	196
Right-of-use assets		-	-	18,197	10,558	13,549
Investment property		-	-	-	-	83,047
Intangible assets		-	-	210	342	163
Other assets		4,607	5,427	3,482	1,724	1,154
Total assets		1,499,073	1,442,904	1,484,144	1,343,051	1,431,244
Current	Before distribution	755,920	847,556	795,415	730,777	547,788
liabilities	After distribution	755,920	847,556	795,415	730,777	Note 2
Non-current liabilities		-	-	22,642	7,437	287,130
	Before distribution	755,920	847,556	818,057	738,214	834,918
Total liabilities	After distribution	755,920	847,556	818,057	738,214	Note 2
Share capital		802,654	802,654	1,002,654	1,002,654	1,002,654
Capital surplus		11,481	11,481	110	110	21,938
Legal reserve		4,320	4,320	4,320	4,320	4,320
Undistributed earnings	Before distribution	(75,315)	(203,145)	(320,766)	(382,541)	(416,218)
(or accumulated deficit)	After distribution	(75,315)	(203,145)	(320,766)	(382,541)	Note 2
Other equity interests		13	(19,962)	(20,231)	(19,706)	(16,368)
Total equity	Before distribution	743,153	595,348	666,087	604,837	596,326
	After distribution	743,153	595,348	666,087	604,837	Note 2

Note 1: The financial information in each year has been audited by CPAs .

Note 2: The Motion of 2021 deficit compensation hasn't been approved at the shareholders meeting.

Year	Financial information for the last five years (Note)
Item	2017	2018	2019	2020	2021
Operating revenue	246,788	79,979	127,259	205,278	136,378
Gross profit(loss)	34,893	12,771	20,577	15,176	6,046
Operating profit(loss)	(49,490)	(71,909)	(36,550)	(40,957)	(47,042)
Non-operating revenues and expenses	47,095	(21,615)	(35,126)	(20,818)	14,487
Net profit (loss) before income tax	(2,395)	(93,524)	(71,676)	(61,775)	(32,555)
Net profit (Loss) from Continuing Operations for the period	(2,395)	(93,524)	(72,992)	(61,775)	(33,677)
Net income(loss) for the period	(2,395)	(93,524)	(72,992)	(61,775)	(33,677)
Other comprehensive income for the current period(net value after tax)	13	(1,238)	(269)	525	3,338
Total comprehensive income for the current period	(2,382)	(94,762)	(73,261)	(61,250)	(30,339)
Earnings per share (EPS) (NT\$)	(0.03)	(1.17)	(0.91)	(0.62)	(0.34)

1. Condensed comprehensive Income Statement- parent company only

Unit: NT\$ thousand

Note: The financial information in each year has been audited by CPAs .

(II) Name and audit opinion of the CPAs for the 5 most recent years

Year	Name of firm	Name of CPA	Audit opinion
2017	KPMG Taiwan	Chang, Shu-Ying, Tseng, Kuo-Yang	Unqualified opinion
2018	KPMG Taiwan	Chang, Shu-Ying, Tseng, Kuo-Yang	Unqualified opinion
2019	KPMG Taiwan	Chang, Shu-Ying, Tseng, Kuo-Yang	Unqualified opinion
2020	KPMG Taiwan	Chang, Shu-Ying, Tseng, Kuo-Yang	Unqualified opinion
2021	KPMG Taiwan	Chang, Shu-Ying, Tseng, Kuo-Yang	Unqualified opinion

II. Financial analyses for the past 5 fiscal years

Under International Financial Reporting Standards (IFRS):

1. Consolidated

	Year	Financial analysis for the past 5 years
Analysis Items		2017	2018	2019	2020	2021
	Debt ratio	50.50	58.80	54.99	56.10	59.13
Financial structure(%)	Long-term capital to Property, plant, and equipment ratio	1,120.81	890.33	944.98	751.53	8,017.54
	Current ratio	183.89	158.84	170.24	166.44	235.68
Debt-paying ability%	Quick ratio	42.61	32.74	46.39	32.83	69.50
	Times interest earned	0.31	(8.23)	(2.61)	(3.21)	(1.04)
	Receivables turnover(times)	25.19	23.26	90.87	107.57	5.63
	Average collection days	14.48	15.69	4.01	3.39	64.83
	Inventory turnover(times)	0.27	0.07	0.11	0.22	0.18
Operating capacity	Payables turnover(times)	1.90	1.02	3.67	4.60	3.89
	Days' sales in inventory	1,351.85	5,214.28	3,318.18	1,659.09	2,027.77
	Property, plant and equipment turnover(times)	3.90	1.20	1.83	2.81	3.87
	Total asset turnover(times)	0.17	0.05	0.09	0.15	0.13
	Return on assets (%)	0.03	(5.80)	(3.90)	(3.50)	(1.47)
Profitability	Return on equity (%)	(0.32)	(13.97)	(11.57)	(9.72)	(5.61)
	Net profit margin (%)	(0.93)	(117.09)	(57.40)	(28.11)	(18.16)
	Earnings per share (EPS) (NT\$)	(0.03)	(1.17)	(0.91)	(0.62)	(0.34)
	Cash flow ratio(%)	(39.19)	(27.27)	(0.98)	(3.11)	(11.00)
Cash flows	Cash flow adequacy ratio(%)	15.23	(116.14)	(150.18)	(130.08)	(255.25)
	Cash re-investment ratio(%)	(39.07)	(37.83)	(1.12)	(3.53)	(6.71)
Degree of	Degree of operating leverage	(0.14)	0.06	0.06	0.06	(0.43)
leverage	Degree of financial leverage	0.95	0.90	0.75	0.78	0.68

Please explain changes in financial ratios over the past 2 fiscal years(If the change is less than 20%, the analysis can be exempted):

(1) Long-term capital to property, plant, and equipment ratio: This is mainly due to the increase in non-current liabilities caused by the issuance of convertible bonds in 2021.

• (2) Current ratio and quick ratio: This is mainly due to the decrease in current liabilities as a result of the issuance of convertible bonds, the repayment of bank loans in 2021, and the slight increase in cash and cash equivalents compared to the same period last year; in addition, receivables on buildings from customers of Mountain in the Cloud(Kang ChiaoAsahi Villa) project at the end of 2021 increased the closing receivables, as well as the increased current assets compared to the same period last year; as a result, both current ratio and quick ratio increased compared to last year.
• (3) Times interest earned: The difference in interest expense between the two years was not significant, which was mainly due to the decrease in loss before tax in fiscal 2021 compared to fiscal 2020
• (4) Receivables turnover(times) and Average collection days: This is mainly due to the increase in receivables at the end of the period due to the handover of properties to customers of Mountain in the Cloud(Kang ChiaoAsahi Villa) project and the sales service fee of the subsidiary at the end of 2021.
• (5) Property, plant and equipment turnover(times):This is mainly due to the fact that some of the land was leased for the development of solar photovoltaic in 2021 and reclassified as investment property, resulting in a decrease in the amount of property, plant and equipment at the end of 2021.
• (6) Return on assets and return on equity: This is mainly due to the decrease in loss in 2021 compared to 2020
• (7) profit margin and EPS: This is mainly due to the increase in sales revenue recognized by the subsidiary in 2021 compared to 2020, resulting in higher gross profit in 2021 compared to the previous period, and lower operating expenses in 2021, resulting in a lower loss in 2021 compared to 2020.
• (8) Cash flow ratio, cash flow adequacy ratio, and cash re-investment ratio: This is mainly due to the increase in net cash outflow from operating activities as compared to the same period last year caused by the increase in receivables on housing transactions from customers of the Mountain in the Cloud(Kang ChiaoAsahi Villa) project and the sales service fee of the subsidiary in 2021.
• (9) Degree of operating leverage: This is mainly due to the increase in sales revenue recognized by the subsidiary in 2021 compared to 2020, resulting in higher gross profit in 2021 compared to the previous period, and lower operating expenses in 2021, resulting in a lower operation loss in 2021 compared to 2020.

2. Parent company only

Year
Analysis Items	2017	2018	2019	2020	2021
Debt ratio	50.43	58.74	55.12		58.34
Long-term capital to Property, plant, and structure(%) equipment ratio	1,120.81	890.33	1,054.76		939.51 450,742.86
Current ratio	169.46	157.78	172.55		230.29
Quick ratio	34.84	31.86	48.51		62.48
Times interest earned	0.31	(8.23)	(2.61)		(1.20)
Receivables turnover(times)	75.38	25.72	90.93		6.10
Average collection days	4.84	14.19	4.01		59.83
Inventory turnover(times)	0.26	0.07	0.11		0.15
Payables turnover(times)	1.82	1.03	3.74		3.17
Days' sales in inventory	1,403.84	5,214.28	3,318.18		2,433.33
Property, plant and equipment turnover(times)	3.72	1.20	1.93		4.17
Total asset turnover(times)	0.16	0.05	0.09		0.10
Return on assets (%)	0.03	(5.81)	(3.90)		(1.58)
Return on equity (%) Profitability	(0.32)	(13.97)	(11.57)		(5.61)
Net profit margin (%)	(0.97)	(116.94)	(57.36)		(24.69)
Earnings per share (EPS) (NT\$)	(0.03)	(1.17)	(0.91)		(0.34)
Cash flow ratio(%)	(40.66)	(25.68)	1.88		(11.79)
Cash flows Cash flow adequacy ratio(%)	26.10	(97.88)	126.85		(238.17)
Cash re-investment ratio(%)	(40.42)	(35.54)	2.12		(7.27)
Degree of operating leverage	(0.38)	0.01	(0.29)		0.21
Degree of financial leverage	0.93	0.88	0.65		0.76
	Debt-paying				Financial analysis for the past 5 years 54.97 164.90 29.96 (3.64) 121.18 3.01 0.21 4.74 1,738.09 3.15 0.15 (3.62) (9.72) (30.09) (0.62) (2.31) (115.29) (2.68) 0.04 0.75

Please explain changes in financial ratios over the past 2 fiscal years(If the change is less than 20%, the analysis can be exempted)

(1) Long-term capital to property, plant, and equipment ratio: This is mainly due to the increase in non-current liabilities caused by the issuance of convertible bonds in 2021.

(2) Current ratio and quick ratio: This is mainly due to the decrease in current liabilities as a result of the issuance of convertible bonds, the repayment of bank loans in 2021, and the slight increase in cash and cash equivalents compared to the same period last year; in addition, receivables on buildings from customers of Mountain in the Cloud(Kang ChiaoAsahi Villa) project at the end of 2021 increased the closing receivables, as well as the increased current assets compared to the same period last year; as a result, both current ratio and quick ratio increased compared to last year.

(3) Times interest earned: The difference in interest expense between the two years was not significant, which was mainly due to the decrease in loss before tax in fiscal 2021 compared to fiscal 2020

(4) Receivables turnover(times) and Average collection days: This is mainly due to the increase in receivables at the end of the period due to the handover of properties to customers of Mountain in the Cloud(Kang ChiaoAsahi Villa) project at the end of 2021.

(5) Inventory turnover(times) and Days' sales in inventory: This is mainly due to the decrease in operating costs in 2021 compared to the same period last year.

(6) Payables turnover(times): This is mainly due to the decrease in operating costs in 2021 compared to the same period last year.

(7) Property, plant and equipment turnover(times):This is mainly due to the fact that some of the land was leased for the development of solar photovoltaic in 2021 and reclassified as investment property, resulting in a decrease in the amount of property, plant and equipment at the end of 2021.

(8) Total assets turnover(times): This is mainly due to the decrease in operating revenue in 2021 compared to the same period last year.

(9) Return on assets and return on equity: This is mainly due to the decrease in loss in 2021 compared to 2020

(10) Earnings per share: This is mainly due to the increase in sales revenue recognized by the subsidiary in 2021

compared to 2020, and lower operating expenses in 2021, resulting in a lower loss in 2021 compared to 2020. (11) Cash flow ratio, cash flow adequacy ratio, and cash re-investment ratio: This is mainly due to the increase in net cash outflow from operating activities as compared to the same period last year caused by the increase in receivables on housing transactions from customers of the Mountain in the Cloud(Kang ChiaoAsahi Villa) project in 2021.

(12) Degree of operating leverage: This is mainly due to the decrease in gross profit in 2021 compared to the previous period, resulting in an increase in operating loss in 2021 compared to 2020.

Financial analysis calculation methods

• 1. Financial structure
• (1) Debt ratio = total liabilities / total assets
• (2) Long-term capital to Property, plant, and equipment ratio = (total equity + non-current liabilities) / net property, plant and equipment `
• 1. Debt-paying capacity
• (1) Current ratio =current assets / current liabilities
• (2) Quick ratio= (current inventory- prepaid expenses) / current liabilities
• (3) Times interest earned = net income before tax and interest expense / interest expense
• 1. Operating capacity
• (1) Account receivable turnover (including accounts receivable and notes receivable resulted from business operation) = net sales / average balance of account receivable (including accounts receivable and notes receivable resulted from business operation)
• (2) Average collection days = = 365 / account receivable turnover
• (3) Inventory turnover = cost of goods sold / average inventory
• (4) Account payable turnover (including accounts payable and notes payable resulted from business operation) = operating costs / average balance of account payable (including accounts payable and notes payable resulted from business operation)
• (5) Average days in sales = 365 / inventory turnover
• (6) Property, plant and equipment turnover = net sales / average net property, plant and equipment
• (7) Total assets turnover = net sales / average total assets
• 1. Profitability
• (1) Ratio or return on total assets = [net income + interest expense × (1- tax rate)] / average total assets
• (2) Return on equity = net income / average net equity
• (3) Net profit ratio = net income / net sales
• (4) Earnings per share = (profit or loss attributable to owners of the parent company preferred stock dividend) / weighted average stock shares issued
• 1. Cash flows
• (1) Cash flow ratio = net cash flow from operating activity / current liabilities
• (2) Cash flow adequacy ratio = (net cash flow from operating activities within five year / (capital expenditure + inventory increase + cash dividend) within five year
• (3) Cash reinvestment ratio = (net cash flow from operating activity cash dividend) / (total fixed assets + long term investment + other non-current assets + working capital)
• 1. Degree of leverage
• (1) Degree of operating leverage = (net operating income operating variable cost and expense) / operating income
• (2) Degree of financial Leverage = operating income / (operating income interest expense).

III. Audit committee's report for the most recent year's financial statements.

Audit Committee's Review Report

The Board of Directors has prepared the Company's 2021 Parent Only and Consolidated Financial Statements (including Balance Sheets, Statement of Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows), which have been audited by KPMG Taiwan CPA Shu-Ying Chang and CPA Kuo-Yang Tseng, and the review report is hereby issued. The aforementioned Financial Statements, Business Report and Business Report, Financial Statements and Loss Make-up Proposal have been reviewed and considered to be complied with relevant rules by the undersigned, the Audit Committee of the Company. Pursuant to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report for review.

To:

Better Life Group Co., Ltd. 2022 Annual General Shareholders' Meeting

Audit Committee

Convener: Huang, Kuo-Shih

March 16, 2022

• IV. Financial report(consolidated) for the most recent year: Please refer to pages 83 to 137
• V. Parent company only financial statements for the most recent fiscal year, certified by CPAs: please refer to pages 138 to 189.
• VI. If the Company or its affiliates have experienced financial difficulties in the most recent year and during the current year up to the date of publication of the annual report, how the said difficulties affect the company's financial situation shall be explained: nil

Seven. Review of the financial position and financial performance Analysis and Risk Items

I. Financial position

Analysis of significant changes in assets, liabilities and equity in the most recent two years:

				Unit: NT\$ thousand
Year			Difference
Item	2021	2020	Amount	%
Current assets	1,310,031	1,235,140	74,891	6.06
Financial assets at fair value through other comprehensive income - non-current	17,944	18,628	(684)	(3.67)
Property, plant and equipment	11,266	84,582	(73,316)	(86.68)
Right-of-use assets	34,877	35,629	(752)	(2.11)
Investment property	83,047	-	83,047	100.00
Intangible assets	163	342	(179)	(52.34)
Other financial assets - non-current	1,775	3,450	(1,675)	(48.55)
Total assets	1,459,103	1,377,771	81,332	5.90
Current liabilities	555,847	742,110	(186,263)	(25.10)
Non-current liabilities	306,930	30,824	276,106	895.75
Total liabilities	862,777	772,934	89,843	11.62
Capital	1,002,654	1,002,654	-	-
Capital surplus	21,938	110	21,828	19,843.64
Legal reserve	4,320	4,320	-	-
Undistributed earnings (or deficit to be compensated)	(416,218)	(382,541)	(33,677)	8.80
Other equity interests	(16,368)	(19,706)	3,338	(16.94)
Total shareholder's equity	596,326	604,837	(8,511)	(1.41)

● Explanation of significant changes (increase or decrease of 20% or more and amount exceeding \$10 million). If the impact is significant, the future response plan shall be explained.

1. Decrease in property, plant and equipment: This is mainly due to the fact that part of the land was leased for the development of solar power in 2021 and reclassified to investment property.

2. Increase in investment property: This is mainly due to the fact that part of the land was leased for the development of solar power in 2021 and reclassified to investment property.

3. Decrease in current liabilities: This is mainly due to the issuance of convertible bonds in 2021 and partial repayment of bank loans.

4. Increase in non-current liabilities: This is mainly due to the issuance of convertible bonds in 2021.

5. Capital surplus: This is due to recognition of equity component (warrants) of- convertible bonds issued in 2021

● If the impact is significant, the future response plan shall be stated: There is no significant impact on the Company's financial operations.

II. Financial performance

Analysis of the significant changes in operating revenue, net operating income and net income before tax for the 2 most recent years, the possible impact on the Company's future financial operations and the corresponding plans:

				Unit: NT\$ thousand
Year			Difference
Item	2021	2020	Amount	%
Operating revenue	185,474	219,762	(34,288)	(15.60)
Operating costs	153,491	198,988	(45,497)	(22.86)
Gross profit(loss)	31,983	20,774	11,209	53.96
Operating expenses	65,885	73,962	(8,077)	(10.92)
Other Income and expenses, net	-	114	(114)	(100.00)
Net operating profit (loss)	(33,902)	(53,074)	19,172	(36.12)
Non-operating revenues and expenses	1,347	(8,701)	10,048	(115.48)
Net profit (loss) before income tax	(32,555)	(61,775)	29,220	(47.30)
Income tax benefit (expense)	(1,122)	-	(1,122)	100.00
Net income (loss) for the period	(33,677)	(61,775)	28,098	(45.48)
Total comprehensive income for the current period	(30,339)	(61,250)	30,911	(50.47)
Net profit attributable to owners of the parent	(33,677)	(61,775)	28,098	(45.48)
Equity attributable to owners of the parent	(30,339)	(61,250)	30,911	(50.47)

● The analysis of the changes of 20% or more between the two periods, and the changes amounting to NT\$10 million, are as follows

1. Operating costs, gross profit (loss) and net profit (loss) for the year:

This is mainly due to the increase in sales revenue of real estate agency recognized by the subsidiaries in 2021 compared to 2020, resulting in higher gross profit in 2021 compared to the previous period.

1. Non-operating income and expenses

This is mainly due to the recovery of impairment loss on property, plant and equipment recognized in 2021.

● Potential impact on the Company's future financial operations and its response plan: The Company will continue to develop and carry out construction projects to ensure the steady growth of its operations.

III. Cash flow

Beginning cash balance	Net cash flow from operating	Cash inflow (outflow) for	Cash surplus (deficiency)	Remedial measures for cash deficiency
	activities	the year	amount	Investment Plan	Financial Plan
32,973	(61,152)	25,316	58,289	-	None

(I) Cash flow of the year:

(II) Analysis of changes in cash flows during the current year:

Year				Increase (decrease) ratio and explanation
Item	2021	2020	%	Explanation
Operating activities	(61,152)	(23,077)	164.99	This is mainly due to the increase in receivables on building from the customer of the Mountain in the Cloud(Kang ChiaoAsahi Villa) project and the sales and service fees of the subsidiary in 2021.
Investment activities	8,711	(9,125)	(195.46)	This is mainly due to the renovation cost of the property rented by the subsidiary for use in the rental business in 2020.
Financing activities	77,773	(89,521)	(186.88)	This is mainly due to the issuance of convertible bonds in 2021 and partial repayment of bank loans.
Effects of changes in foreign exchange rates	(16)	457	(103.50)	Effect of changes in exchange rates of subsidiaries.
Net cash flows	25,316	(121,266)	(120.88)	The changes are as described above

(III) Improvement plan for lack of liquidity: n/a

(IV) Cash flow analysis for the coming year:

Beginning cash	Net cash flow from operating	Cash inflow (outflow) for	Cash surplus (deficiency)	Remedial measures for cash deficiency
balance	activities	the year	amount	Investment Plan	Financial Plan
58,289	341,447	229,423	287,712	None

Explanation:

1. Analysis of changes in cash flows during the for the coming year

2. (1) Operating activities: This is mainly due to the net cash inflow from the expected increase in operating income.

3. (2) Investment activities: This is mainly due to the expenditure on office equipment, which resulted in a net cash outflow.

4. (3) Financing activities: This is mainly attributable to the net cash outflow from the expected repayment of banking loans.

5. 1. Remedial measures for estimated cash shortage and liquidity analysis: nil
6. IV. Effect upon financial operations of any major capital expenditures during the most recent fiscal year: nil
7. V. The company's reinvestment policy for the most recent fiscal year, the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:
8. 1. the company's reinvestment policy

At this stage, the Company is still focusing on its own business. In order to improve its business and enhance operational performance, in addition to continuous planning and development of new projects to increase profitability, the Company is also investing in tourism, property leasing and developing businesses related to solar energy applications in order to diversify its operation and enhance its competitiveness.

1. the company's reinvestment policy for the most recent fiscal year (2021), the main reasons for the profits/losses generated thereby, the plan for improving re-investment profitability, and investment plans for the coming year:

			Reasons for the profits/losses
Reinvested enterprises	Shareholding	Profit or loss of invested company of 2021	Explanation	Plan for improvement
Better Life Green Energy Technology Co., Ltd.	100%	(17)	Currently, the main business is the integration, development and planning of solar power generation sites, which is still in the start-up phase, and therefore a small loss is incurred.	For the future, the main business is to plan and evaluate the solar power plants for the land development of the parent company in Miaoli, to plan and evaluate the work, and to undertake the planning, evaluation and supervision duties of the solar power equipment for other companies in order to reach the aim of turning the loss into profit.
Better Life Real Estate Co., Ltd.	100%	15,372	The principal business activity of Better Life Real Estate is real estate agency In 2021, the Company focused on the sales of the completed houses of Mountain in the Cloud(Kang ChiaoAsahi Villa) project. Since the sales of the year were excellent, a profit was made.	It is expected that customers will continue to visit the houses, return to the market, and the transaction status will keep booming. Besides the sales trend is on the rise recently. Looking ahead to sales of Mountain in the Cloud(Kang ChiaoAsahi Villa) project in 2022, the company is also expected to show profitability

Unit: NT\$ thousand

			Reasons for the profits/losses
Reinvested enterprises	Shareholding	Profit or loss of invested company of 2021	Explanation	Plan for improvement
Better Life Group Travel Service Co., Ltd.	100%	(1,337)	Better Life Group Travel Service Co., Ltd was originally established to focus on the development of tourism-related businesses of the mini three links among Kinmen and Xiamen; however, due to the impact of cross-strait government policy adjustments and the Covid 19 pandemic, the revenue from the escrowed hotels decreased and resulted in losses.	It is expected that there will be a turnaround in operation after the second phase of the construction of the "Victoria Star Hotel" begins.
Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd.	100%	(1,864) (RMB 427)	Better Life Jinxi's housing rental business was affected by Covid-19 and the rental situation was not as expected; therefore, a loss was incurred.	It is expected that after the pandemic subsides in the second half of 2022, the rental rate of the company's properties will increase, and the break even point will be reached.

VI. Risks

• (I) The effect upon the Company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future: The short-term borrowings of the Company and its subsidiaries are floating-rate debt. Therefore, fluctuations in market interest rates will cause the effective interest rates on short-term borrowings to change accordingly, which will result in fluctuations in future cash flows.
• (II) The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:

The Company and its subsidiaries did not engage in high-risk, highly leveraged investments and derivative transactions in the recent year, and the Company has established "regulations governing loaning of funds" and "regulations governing endorsements/guarantees" for the Company's members to follow.

• (III) Research and development work to be carried out in the future, and further expenditures expected for research and development work: no research and development plans and expenditures

• (IV) Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response: nil

• (V) Effect on the company's financial operations of developments in science and technology: nil

• (VI) Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response: nil
• (VII) Expected benefits and possible risks associated with any merger and acquisitions, and mitigation measures being or to be taken: nil
• (VIII) Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken.n: nil
• (IX) Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken: nil
• (X) Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the Company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: nil
• (XI) Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: nil
• (XII) Litigious and non-litigious matters. List major litigious, non-litigious or administrative disputes that: (1) involve the company and/or any company director, any company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report: nil

(XIII) Other important risks, and mitigation measures being or to be taken: nil

VII. Other important matters: nil

Eight. Special items to be included

• I. Information related to the company's affiliates
• (1) Organizational Chart of Affiliates

(2) Information of each affiliated company

				Unit: NT\$ thousand
Company Name	Date of incorporation.	Address	Paid-in capital (contributed amount)	Main business or products
Better Life Green Energy Technology Co., Ltd.		October 2009 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City	91,000	Trading and solar energy business, etc.
Better Life Real Estate Co., Ltd.	July 2015	4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City	110,000	Marketing agency for the sale of real estate
Better Life Group Travel Service Co., Ltd.		March 2018 1F., No. 2-2, Guqu, Jincheng Township, Kinmen County		9,000 Travel agency
Better Life Jinxia (Xiamen) Travel Management Services Co., Ltd.		October 2017 Unit 2101, No.69, Tainan Road, Siming District, Xiamen	29,064 (USD1,050)	Travel management services and leasing business

(3) Companies presumed to have a relationship of control and subordination

(4) The industries covered by the business operated by the affiliates overall:

The Company's entire affiliates' businesses cover industries such as real estate agency, land development, urban renewal, sales and leasing of land and buildings, solar energyrelated businesses, travel agency, management services, etc.

(5) Information on directors, supervisors and general managers of the affiliates.

				Unit: share; dollar; %
			Shareholding
Company Name	Title	Name or delegate	Number of shares (contributed amount)	Shareholding (contribution) ratio
Better Life Green Energy Technology Co., Ltd.	Chairman	Better Life Group Co., Ltd. Delegate: Chung, Hsi-Chi	9,100,000 share	100%
Better Life Real Estate Co., Ltd.	Chairman	Better Life Group Co., Ltd. Delegate: Chung, Hsi-Chi	11,000,000 shares	100%
Better Life Group Travel Service Co., Ltd.	Chairman	Better Life Group Co., Ltd. Delegate: Chung, Hsi-Chi	\$9,000,000	100%
Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd.	Delegate	Chen, Hsueh-Chien	\$ 29,064,000 (USD 1,050,000)	100%

(6) Overview of the operations of each affiliated company

								Unit: NT\$ thousand
Company Name	Capital	Total assets	Total liabilities	Net value	Operating revenue	Operating profit	Profit(loss) for the period (After tax)	Earnings per share (\$) after tax
Better Life Green Energy Technology Co., Ltd.	91,000	14,133	4,596	9,537	1,000	(17)	(17)	(0.0019)
Better Life Real Estate Co., Ltd.	110,000	44,138	7,565	36,573	48,608	16,740	16,741	1.52
Better Life Group Travel Service Co., Ltd.	9,000	1,823	83	1,740	1,050	(1,337)	(1,337)
Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd.	29,064 (USD1,050)	34,244	25,168	9,076 (RM2,089)	8,772	(877)	(1,864)

(7) Affiliate's Consolidated Financial Statements: Please refer to the statement on page 83.

• II. Private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report Regarding 2021 private placement of common stock, it has not been executed up to the date of publication of the annual report (2022.05.05).
• III. Holding or disposal of shares in the Company by the Company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: nil
• IV. Other matters that require additional description: nil
• V. Any matter which has had a significant impact on shareholders rights or the price for the securities" referred to Article 36, paragraph 3, subparagraph 2 of the Securities and Exchange Act during the most recent year or during the current year up to the date of publication of the annual report:nil

Statement

The entities to be included in the consolidated financial statements of our company and affiliates for 2021 (from January 1, 2021 to December 31, 2021) in accordance with the Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises are the same with the entities to be included for the consolidated financial statement of the parent company and subsidiaries in accordance with International Financial Reporting Standards No. 10 endorsed and issued into effect by the Financial Supervisory Commission. As the relevant information to be disclosed for the consolidated financial statements with affiliates is disclosed in the aforesaid consolidated financial statement of the parent company and subsidiaries, the consolidated financial statements with affiliates are hence not prepared separately.

Declared as above

Company: Better Life Group Co., LTD.

Chairman: Chung Hsi-Chi

Date: March 3, 2022

Independent Auditors' Report

To Better Life Group Co., Ltd.,

Audit opinion

We have audited the accompanying financial statements of Better Life Group Co., LTD. and the subsidiaries (Better Life Group), which comprise the consolidated balance sheet as of December 31, 2021 and 2020, and the consolidated Statements of Comprehensive Income , the consolidated statement of changes in equity and the consolidated statement of cash flows from January 1, 2021 to December 31, 2021 and from January 1, 2020 to December 31, 2020, as well as the notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Better Life Group as of December 31, 2021 and 2020, and its consolidated financial performance and consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission.

Basis for the audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. We explain further our responsibility under the standards in the section concerning the auditor's responsibility in the audit of consolidated financial statements. The personnel in our firm, subject to independence requirements, maintains independence from Better Life Group and fulfills other responsibilities in accordance with the Norm of Professional Ethics for Certified Public Accountant and under the norms. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key audit matters

Key audit matters are the matters of most significance based on our professional judgement and audits of Better Life Group's consolidated financial statements for 2021. These matters have been dealt with in the audit of the consolidated financial statements as a whole and during the process of forming the audit opinion. Hence, we do not issue opinions separately on such matters. Key audit matters of the parent company only financial statements of the Company are stated as follows:

I. Revenue recognition

Please refer to Note 4 (15) to the consolidated financial statements regarding the accounting policy of revenue recognition. Please refer to Note 6 (17) for the detailed breakdown of contract revenue.

Description:

The primary operating revenue for Better Life Group in 2021 were from the sale of real estate. The risk of material misstatement lies in the truthfulness of revenue. As operating revenue are concerned with the operating performance of management, it is possible that management seeks to achieve expected net profits with early or deferred operating revenue recognition and causes material misstatement of operating revenue. Hence, the testing of revenue recognition was one of the significant assessments for our audits of Better Life Group's financial statements.

Audit procedures

The audit procedures we have implemented for the specific aspects described in the abovementioned key audit matters include:

• Performed a control test on sales and payment collection cycles to evaluate how the control prevents and detects errors and fraud in revenue recognition;
• Performed a cut-off test on revenue from the sale of property to assess whether the revenue in the preceding paragraph is recognized in an appropriate period.
• Substantive tests on revenue recognition by sampling and cross referencing the documents in relation to real estate sale contracts and property ownership registrations and by inspecting the sale system data and general ledger entries, in order to assess whether Better Life Group recognized revenue according to relevant standards and regulations.
• II. Inventory valuation

Please refer to Note 4 (8) to the consolidated financial statements for the accounting policy of inventory valuation. Please refer to Note 5 to the consolidated financial statements for the uncertainties in relation to the accounting estimates and assumptions of inventory valuation and to Note 6 (4) to the consolidated financial statements for inventory details.

Description:

Inventory is an important operating asset for Better Life Group. It accounted for approximately 58% of the total assets. Inventory valuation is based on International Financial Reporting Standards No. 2. The net realizable value of Better Life Group's inventory is based on future selling prices and construction costs estimated by management and subject to the influence of the political and economic environments. Inappropriate estimates of the net realizable value will result in a misstatement of financial reports. Hence, the testing of inventory valuation was one of the significant assessments for our audits of Better Life Group's financial statements. Audit procedures:

Our main inspection procedures on the above key audit matter include the acquisition of Better Life Group's data for estimates of the net realizable value of inventory, sampling of such data to check against the contracts sold, reference to the Ministry of Interior's most recently published actual transaction prices of real estate or the transaction prices in the same proximity so as to evaluate the next realizable value of properties available for sale. To assess whether the net realizable value of buildings under construction is reasonable, we sampled and inspected the returnon-investment analysis by the Company, compared the return-on-investment data and market prices and, where necessary, obtained the appraisal reports.

Other matters

Better Life Group Co., LTD. has prepared its parent company only financial statements for 2021 and 2020 and for which we have issued an audit report and an unqualified opinion.

Responsibility of management and those charged with governance for consolidated financial statements

Management is responsible for the preparation of consolidated financial statements for fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission. Management is also responsible for the maintenance of necessary internal control in relation to the preparation of consolidated financial statements, to ensure no material misstatement in consolidated financial statements due to frauds or errors.

When preparing the consolidated financial statements, management is also responsible for the assessment of Better Life Group's ability to continue as a going concern, disclosure of relevant matters and the adoption of the going concern basis of accounting unless management either intends to liquidate Better Life Group or cease operations or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) in Better Life Group are responsible for overseeing the financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted will always detect a material misstatement when it exists. Untruthful expressions might have been caused by frauds or errors. Misstatements individually or in aggregate are considered material, if they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We also performed the following tasks:

• 1. Identify and assess the risks of material misstatement of the consolidated financial statements 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. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
• 1. Obtain a necessary understanding of internal control relevant to the audit in order to design audit procedures appropriate to the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Better Life Group's internal control.
• 1. Evaluated the adequacy of accounting policies adopted by the management and the reasonability of accounting estimates and related disclosures made.
• 1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Better Life Group's ability to continue as a going concern. If we conclude that a material uncertainty exists with such events or conditions, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inappropriate, to modify our opinion. Conclusions made by the CPAs are based on the audit findings obtained as of the date of audit report. However, future events or conditions may render Better Life Group unable to continue as a going concern.
• 1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the notes, and whether the consolidated financial statements fairly represent the underlying transactions and events.
• 1. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit and for the forming of our audit opinion.

The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any material defects in internal control identified during the audit).

We also provided the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

We determined the key audit matters for Better Life Group's 2021 consolidated financial statements based on our communication with those charged with governance. We have clearly indicated such matters in the auditors' report. unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate over specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

KPMG Taiwan

CHANG SHU YING CPA: TZENG GUO YANG

Competent Security Authority Approval Document No. March 16, 2022

: Jin-Guan-Zheng-VI No. 0940100754 Jin-Guan-Zheng-VI No. 0940129108

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditor's audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and uesd in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and consolidated financial statements, the Chinese version shall prevail.

(English Translation of Consolidated Balance Sheets Originally Issued in Chinese)

Better Life Group Co., LTD. and the Subsidiaries

Consolidated Balance Sheets

For the Year Ended December 31, 2021 and 2020

Unit: In Thousand New Taiwan Dollars

		2021.12.31		2020.12.31
	Assets	Amount	%	Amount	%
	Current assets:
1100	Cash and cash equivalents (Note 6(1))	\$ 58,289	4	32,973	2
1150	Notes receivable, net (Note 6 (3) and (17))	5,760	-	1,269	-
1170	Accounts receivable, net (Note 6 (3) and (17))	58,156	4	698	-
1320	Inventories (for construction industry) (Notes 6(4), 7, 8, and 9)	836,516	58	890,219	65
1410	Prepayments (Note 6(5))	61,716	4	76,467	6
1424	Excess business tax paid	25,470	2	24,853	2
1476	Other financial assets - current (Note 8)	29,281	2	11,832	1
1478	Construction deposits paid (Notes 7 and 9)	219,817	15	192,170	14
1480	Incremental cost of obtaining contracts - current (Note 7)	12,069	1	1,398	-
1482	Costs to fulfil contracts, current	2,957	-	3,261	-
		1,310,031	90	1,235,140	90
	Non-current assets:
1517	Financial assets measured at fair value through other comprehensive income – non-current (Note 6 (2))	17,944	1	18,628	1
1600	Property, plant and equipment (Notes 6 (6) and 8)	11,266	1	84,582	6
1755	Right-of-use assets (Note 6 (8))	34,877	2	35,629	3
1760	Investment property (Notes 6 (7), 8 and 9)	83,047	6	-	-
1780	Intangible assets	163	-	342	-
1980	Other financial assets - non-current (Note 7)	1,775	-	3,450	-
		149,072	10	142,631	10
	Total assets	\$ 1,459,103	100	1,377,771	100

(English Translation of Consolidated Balance Sheets Originally Issued in Chinese)

Better Life Group Co., LTD. and the Subsidiaries

Consolidated Balance Sheets (continued)

For the Year Ended December 31, 2021 and 2020

Unit: In Thousand New Taiwan Dollars

		2021.12.31	2020.12.31
	Liabilities and equity	Amount	%	Amount	%
	Current liabilities:
2100	Short-term loans (Note 6 (9))	\$ 423,053	29	606,684	44
2110	Short-term notes and bills payable (Note 6 (10))	-	-	26,989	2
2130	Contract liabilities – current (Notes 6 (17) and 9)	52,776	4	22,434	2
2150	Notes payable (Note 7)	6,100	-	10,137	1
2170	Accounts payable (Note 7)	25,801	2	36,907	3
2200	Other payables	13,923	1	10,896	-
2280	Lease liabilities - current (Notes 6 (12) 7)	5,957	-	6,424	-
2305	Other financial liabilities - current	829	-	572	-
2399	Other current liabilities (Notes 7 and 9)	27,408	2	21,067	2
		555,847	38	742,110	54
	Non-current liabilities:
2530	Corporate bonds payable (Note 6 (11))	276,030	19	-	-
2580	Lease liabilities – non-current (Notes 6 (12) and 7)	30,900	2	30,824	2
	Total liabilities	862,777	59	772,934	56
	Equity attributable to owners of the parent (Note 6 (15))
3110	Common stock	1,002,654	69	1,002,654	73
3200	Capital surplus	21,938	2	110	-
3310	Legal reserve	4,320	-	4,320	-
3350	Undistributed earnings (or deficit to be compensated)	(416,218)	(29)	(382,541)	(28)
3400	Other equity interests	(16,368)	(1)	(19,706)	(1)
	Total equity	596,326	41	604,837	44
	Total liabilities and equity	\$ 1,459,103	100	1,377,771	100

(Please refer to the notes to the consolidated financial statements.) Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

(English Translation of Consolidated Statements of Comprehensive Income Originally Issued in Chinese)

Better Life Group Co., LTD. and the Subsidiaries Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2021 and 2020

Unit: NTD thousands

		2021		2020
		Amount	%	Amount	%
4000	Operating income (Note 6 (17))	\$ 185,474	100	219,762	100
5000	Operating costs (Notes 6 (4) and 7)	153,491	83	198,988	91
	Gross profit	31,983	17	20,774	9
6000	Operating expenses (Notes 6 (12), (13) and 7)
6100	Selling expenses	23,051	12	25,985	12
6200	General and administrative expenses	42,834	23	47,977	22
		65,885	35	73,962	34
6500	Other Income and expenses, net	-	-	114	-
6900	Operating losses	(33,902)	(18)	(53,074)	(25)
	Non-operating Income and expenses (Notes 6 (12), (19) and 7)
7100	Interest income	3,202	2	3,465	2
7010	Other income	4,616	2	2,727	1
7020	Other gains and losses (Note 6 (6))	9,520	5	(220)	-
7050	Financial costs	(15,991)	(9)	(14,673)	(7)
	Total non-operating income and expenses	1,347	-	(8,701)	(4)
7900	Net loss before tax	(32,555)	(18)	(61,775)	(29)
7950	Less: income taxes (Note 6 (14))	1,122	1	-	-
8200	Net loss for the period	(33,677)	(19)	(61,775)	(29)
8300	Other comprehensive income (Note 6 (15))
8310	Items that will not be reclassified subsequently to profit or
	loss
8316	Unrealized gains or losses on equity instrument investments	3,414	2	-	-
	at fair value through other comprehensive income
8349	Less: Income tax related to items not reclassified	-	-	-	-
	Total items that will not be reclassified subsequently to	3,414	2	-	-
	profit or loss
8360	Items that may subsequently be reclassified to profit or loss
8361	Exchange difference on translation of financial statements of foreign operations	(76)	-	525	-
8399	Less: Income tax related to items that may be reclassified to	-	-	-	-
	profit or loss
	Total items that may subsequently be reclassified to	(76)	-	525	-
	profit or loss
8300	Other comprehensive income for the current period	3,338	2	525	-
	Total comprehensive income for the current period	\$ (30,339)	(17)	(61,250)	(29)
	Net income attributable to
8610	Owners of the parent	\$ (33,677)	(19)	(61,775)	(29)
	Other comprehensive income attributable to
8710	Owners of the parent	\$ (30,339)	(17)	(61,250)	(29)
	Loss per share (Note 6 (16))
9750	Basic loss per share (NTD)	\$	(0.34)		(0.62)
9850	Diluted loss per share (NTD)	\$	(0.34)		(0.62)

(Please refer to the notes to the consolidated financial statements.) Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

(English Translation of Consolidated Statements of Changes in Equity Originally Issued in Chinese)

Better Life Group Co., LTD. and the Subsidiaries Consolidated Statement of Changes in Equity For the Years Ended December 31, 2021 and 2020 Unit: In Thousand New Taiwan Dollars

				Equity attributable to owners of the parent
						Other equity items
						Unrealized gain
	Share capital		Retained earnings		Exchange	(loss) on
					differences in	financial assets at
					translation of	fair value	Equity
					foreign	through other	attributable to
		Capital		Undistributed	financial	comprehensive	owners of the
	Common stock	surplus	Legal reserve	earnings	statements	income	parent	Total equity
Balance on January 1, 2020	1,002,654 \$	110	4,320	(320,766)	(435)	(19,796)	666,087	666,087
Net loss for the period	-	-	-	(61,775)	-	-	(61,775)	(61,775)
Other comprehensive income for the current period	-	-	-	-	525	-	525	525
Total comprehensive income for the current period	-	-	-	(61,775)	525	-	(61,250)	(61,250)
Balance on December 31, 2020	1,002,654	110	4,320	(382,541)	90	(19,796)	604,837	604,837
Net loss for the period	-	-	-	(33,677)	-	-	(33,677)	(33,677)
Other comprehensive income for the current period	-	-	-	-	(76)	3,414	3,338	3,338
Total comprehensive income for the current period	-	-	-	(33,677)	(76)	3,414	(30,339)	(30,339)
Due to recognition of equity component	-	21,828	-	-	-	-	21,828	21,828
(warrants) of convertible bonds issued
Balance on December 31, 2021	1,002,654 \$	21,938	4,320	(416,218)	14	(16,382)	596,326	596,326

(Please refer to the notes to the consolidated financial statements.)

Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

(English Translation of Consolidated Statement of Cash Flows Originally Issued in Chinese)

Better Life Group Co., LTD. and the Subsidiaries Consolidated Statement of Cash Flows For the Years Ended December 31, 2021 and 2020

Unit: NTD thousands

	2021	2020
Cash flow from operating activities:
Net loss before tax for the current period	\$ (32,555)	(61,775)
Adjustments:
Income and expenses Depreciation expense	9,030	9,378
Amortization expense	179	135
Interest expense	15,991	14,673
Interest income	(3,202)	(3,465)
Loss on disposal and scrapping of property, plant and equipment	205	-
Gain on reversal of property, plant and equipment	(11,787)	-
Gain on lease modifications	(400)	(1)
Total income and expenses	10,016	20,720
Changes in assets/liabilities related to operating activities:
Net change in assets related to operating activities: Notes receivable	(4,491)	850
Accounts receivable	(57,458)	(698)
Inventories	55,329	16,811
Prepayments	14,133	(16,397)
Other financial assets	(20,597)	4,468
Construction deposits paid	(27,647)	(3,308)
Incremental cost of obtaining contracts Costs to fulfil contracts	(10,671) 304	1,409 670
Total net change in assets related to operating activities	(51,098)	3,805
Net change in liabilities related to operating activities: Contract liabilities	30,342	6,635
Notes payable	(4,037)	10,137
Accounts payable	(11,091)	3,145
Other payables	2,887	906
Non-current liabilities	6,344	20,742
Other financial liabilities - current	262	(18,274)
Total net change in liabilities related to operating activities	24,707	23,291
Total net change in assets and liabilities related to operating	(26,391)	27,096
activities
Total adjustments	(16,375)	47,816
Cash outflow from operations	(48,930)	(13,959)
Interest received	3,202	3,465
Interest paid	(14,302)	(12,583)
Income tax paid	(1,122)	-
Net cash outflow from operating activities	(61,152)	(23,077)

(English Translation of Consolidated Statement of Cash Flows Originally Issued in Chinese) Better Life Group Co., LTD. and the Subsidiaries Consolidated statement of cash flows (continued) For the Years Ended December 31, 2021 and 2020

Unit: NTD thousands

	2021	2020
Cash flow from investing activities:
Financial assets (payment returned due to capital reduction) at fair value through other comprehensive income - non-current	4,098	2,820
Acquisition of property, plant and equipment	(205)	(16,268)
Guarantee deposits paid	1,671	1,283
Acquisition of intangible assets	-	(267)
Other financial assets	3,147	3,307
Net cash inflows (outflows) from investing activities	8,711	(9,125)
Cash flow from financing activities:
Increase (decrease) of short-term loans	(183,631)	377,424
Increase (decrease) in short-term notes payable	(27,304)	(459,594)
Corporate bonds issued	295,000	-
Lease principal repaid	(6,292)	(7,351)
Net cash inflows (outflows) from financing activities	77,773	(89,521)
Effect of exchange rate changes on cash and cash equivalents	(16)	457
Increase (decrease) in cash and cash equivalents in the current period	25,316	(121,266)
Balance of cash and cash equivalents at the beginning of the period	32,973	154,239
Balance of cash and cash equivalents at the end of the period	\$ 58,289	32,973

(Please refer to the notes to the consolidated financial statements.) Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

Better Life Group Co., LTD. and the Subsidiaries Notes to Consolidated Financial Statements For the Years Ended December 31, 2021 and 2020 (NTD thousands unless otherwise specified)

I. Organization and Operations

Better Life Group Co., Ltd. (hereinafter referred to as the "Company") was established on June 30, 1978 after approved by the Ministry of Economic Affairs. Its registered address is 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City. In October 1989, its stock was approved for being listed on the Taiwan Stock Exchange for trading. The Company's original name was Kaiju Co., Ltd. and it was renamed Better Life Group Co., Ltd. as approved by the shareholders' meeting on June 26, 2009, referenced Letter Shou-Shang No. 09801153160 from the Ministry of Economic Affairs. The primary business of the consolidated company is entrusting construction companies to build public residences and commercial buildings for sale and rent, and the related businesses.

II. The Authorization of Financial Statements

These consolidated financial statements were approved and published by the board of directors on March 16, 2022.

III. Application of New and Revised International Financial Reporting Standards

• (I) Impact of adoption of new and revised standards and interpretations endorsed by the FSC The adoption of the following amended International Financial Reporting Standards by the consolidating company starting on January 1, 2021 does not have a material influence on the consolidated financial statements.
• Amendments to IFRS 4 (Deferral of effective date of IFRS 9)
• Interest Rate Benchmark Reform—Phase 2—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16

The adoption of the following amended International Financial Reporting Standards by the consolidating company starting on April 1, 2021 does not have a material influence on the consolidated financial statements.

• Amendment to IFRS 16 (COVID-19-Related Rent Concessions After June 30, 2021)
• (II) Impact of not adopting the IFRSs endorsed by the FSC The consolidating company assesses that its adoption of the following amended International Financial Reporting Standards, effective on January 1, 2022 will not have a material influence on the consolidated financial statements.
• Amendments to IAS 16 (Property, Plant and Equipment Proceeds before Intended Use)
• Amendments to IAS 37 (Onerous Contracts Cost of Fulfilling a Contract)
• Annual Improvements to IFRSs 2018-2020 Cycle
• Amendments to IFRS 3 (Reference to the Conceptual Framework)

(III) New and revised standards and interpretations not yet endorsed by the FSC The standards and interpretations published and amended by the International Accounting Standards Board (IASB) but yet to be recognized by the Financial Supervisory Commission that may be relevant to the consolidating company are as follows:

New and revised		Effective date
standards	Major revisions	announced by IASB
Amendments to IAS 1	The amendments aim to improve consistency in	January 1, 2023
(Classification of	the application of the standard to assist
Liabilities as Current or	companies in determining whether debts or
Non-current)	other liabilities with uncertain settlement dates
	shall be classified as current (or likely to be due
	within one year) or non-current on the balance
	sheet.
	The amendments also clarify the requirement
	for classification of debts that may be settled by
	an enterprise through conversion into equity.

The consolidating company is continuing to assess the impact of the above standards and interpretations on its financial status and operating results and will disclose relevant influence once the assessment has been completed.

The consolidating company expects no material influence on the consolidated financial statements due to other newly published and amended standards yet to be recognized.

IV. Summary of Significant Accounting Policies

The material accounting policies adopted for these consolidated financial statements are as follows. Except for the accounting changes explained in Note 3, the following accounting policies have been consistently applied to all the reporting periods in these consolidated financial statements.

(I) Statement of compliance

These consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers ("Regulations Governing the Preparation of Financial Reports) and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission ("international financial reporting standards recognized by the Financial Supervisory Commission").

(II) Basis of preparation

• 1. Basis for measurement Except for the financial assets measured at fair value through other comprehensive income, these consolidated financial statements are based on historical costs.
• 1. Functional currency and currency presented Each entity within the consolidating company uses the currency of the primary economic environment where operations are located as the functional currency. These consolidated financial statements are expressed in NT dollars, the functional currency of the Company. All financial information presented in NTD is in the unit of thousands of NTD.
• (III) Basis of consolidation

1. Principles of consolidated financial statements preparation

These consolidated financial reports cover the Company and the entities controlled by the Company (i.e., the subsidiaries). When the Company is exposed to the variable returns due to participation in the investee or has a claim to such variable returns and the Company can influence such returns by exercising power over the investee, the Company controls the entity.

The financials of a subsidiary are included in the consolidated financial statements from the day the control is obtained until the day the control is lost. The transactions, outstanding balances and any unrealized Income and expenses between and among consolidated companies are completely canceled out in the preparation of consolidated financial statements. The profits and losses of subsidiaries are accounted for the equity attributable to the owners of the parent and to the non-controlling interest. Even the non-controlling interest becomes negative as a result.

The financial statements of subsidiaries are appropriately adjusted so that the accounting policies are consistent with those adopted by the consolidating company.

The change of the consolidating company's ownership in any subsidiary not resulting in a loss of control in that subsidiary is recognized as equity transactions with the owners. The difference between the adjustment to non-controlling interest and the fair value paid or received is directly recognized as equity and attributable to the owner of the Company.

1. Subsidiaries included in the consolidated financial statements

Subsidiaries included in these consolidated financial statements: Ownership in the

investee			%
Company name	Name of the subsidiary	Nature of business	2021.12.31	2020.12.31
The Company	Better Life Green Energy Technology	Solar energy	100%	100%
	Co., Ltd.	applications
The Company	Better Life Real Estate Co., Ltd.	Marketing agency	100%	100%
		for the sale of real
		estate
The Company	Better Life Jinxia (Xiamen) Tourism	Wholesale of metal	100%	100%
	Management Service Co., Ltd.	(non-metal)
		products and travel
		management
		services
The Company	Better Life Group Travel Service Co.,	Travel agency	100%	100%
	Ltd.

1. Subsidiaries not included in consolidated financial statements: none

(IV) Foreign currencies

1. Foreign currency transactions

Foreign currency transactions are translated into functional currency at the exchange rate prevailing on the transaction date. Foreign currency monetary items are translated into the functional currency according to the exchange rates on the final day of each reporting period ("the reporting day"). Non-monetary items measured at fair value are converted into the functional currency with the exchange rates on the day when the fair value is measured. Non-monetary items measured at historical costs are converted into the functional currency with the exchange rates on transaction day.

Foreign currency translation differences arising from those translations are normally recognized in profit or loss, except for the circumstances below where such differences are recognized in other comprehensive income:

• (1) Equity instrument designated to be measured at fair value through other comprehensive income;
• (2) Financial liabilities designated as net investment hedge for foreign operations, which are within the effective scope of hedging; or
• (3) Qualified cash flow hedge, which within the effective scope of hedging.
• 1. Foreign operations

Assets and liabilities of foreign operations, including goodwill arising from acquisition and fair value adjustments, are translated into NTD at the exchange rate prevailing on the balance sheet date; income and expense items are translated into NTD at the average exchange rate of the current period. Resulting exchange differences are recognized in other comprehensive income.

When the disposal of a foreign operation results in the loss of control, joint control, or material impact, the cumulative exchange differences related to the foreign operation are fully reclassified to profit or loss. In the event of a partial disposal of a subsidiary with foreign operations, the relevant cumulative exchange differences are re-attributed to noncontrolling interests on a pro-rata basis. In the event of a partial disposal of an investment involving an associate or a joint venture of a foreign operation, the relevant cumulative exchange differences are reclassified to profit or loss on a pro rata basis.

If there is no repayment plan for the monetary receivables or payables of an foreign operation and it is impossible to settle the receivables or payables in the foreseeable future, the foreign exchange gains and losses incurred shall be regarded as a part of the net investment in the foreign operation and recognized in other comprehensive income.

(V) Classification of current and non-current assets and liabilities

Assets that meet one of the following criteria are classified as current assets; all other assets that are not current assets are classified as non-current assets:

• 1. Assets expected to be realized or intended for sale or consumption within the normal business cycle (typically longer than one year for the construction business)
• 1. Assets held primarily for the purpose of trading;
• 1. Assets expected to be realized within 12 months after the balance sheet date; or
• 1. Cash or cash equivalents unless to be exchanged or used to repay liabilities or restricted in other ways in twelve months(at least) after the reporting period

Liabilities that meet one of the following criteria are classified as current liabilities; all other liabilities that are not current liabilities are classified as non-current liabilities:

• 1. Expected to be repaid within the normal business cycle (typically longer than one year for the construction business)
• 1. Liabilities held primarily for the purpose of trading;
• 1. Liabilities expected to be settled within 12 months after the balance sheet date; or
• 1. Liabilities with a repayment deadline that cannot be unconditionally deferred for at least 12 months after the balance sheet date. However, the terms of a liability that could, at the option of the counterparty, result in its settlement by issue of equity instruments do not affect its classification.
• (VI) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents refer to short-term and highly liquid investments that can be converted into a certain amount of cash at any time and the risk of value changes is very small. Time deposits that meet the aforementioned definition and whose purpose is to satisfy short-term cash commitments in operations are classified as cash equivalents.

(VII)Financial instruments

Accounts receivable and debt securities issued are initially recognized when incurred. Any other financial assets and financial liabilities are initially recognized when the consolidating company becomes one of the contract parties for the financial instruments Financial assets (except receivables that do not contain significant financial components) or financial liabilities that are not measured at fair value through profit or loss are initially measured at fair value plus transaction costs directly attributable to the acquisition or issuance. Accounts receivable that do not contain significant financial components are initially measured at transaction prices.

1. Financial assets

For the buying an selling transactions meet common trading practice. The consolidating company adopts consistent accounting treatments based on transaction days or settlement days for all the financial assets classified in the same way.

Financial assets are classified as financial assets at amortized cost and equity instrument investments at fair value through other comprehensive income upon initial recognition. The consolidating company only reclassifies the financial assets affected by the change of the way of managing the financial assets starting on the first day of the next reporting period. (1) Financial assets at amortized cost

If the financial assets are in alignment with the following criteria and not designated as at fair value through profit or loss, such assets are measured at amortized cost:

• Held under a certain business model, of which the objective is to collect contractual cash flows by holding the financial assets.
• The cash flows on specific dates specified in the contractual terms are solely payments for the principal and interest on the principal amount outstanding.

Such assets are subsequently measured at amortized cost by the initially recognized amount,plus or less the amortization by the effective interest method using the effective interest method,and adjusted for the allowance for losses. Interest income, foreign exchange gains or losses, and impairment losses are recognized in profit or loss. Upon derecognition, the gain or loss is included in profit or loss.

(2) Financial assets at fair value through other comprehensive income

The investment in debt instruments meeting the following conditions and not designated at fair value through profit or loss are measured at fair value through other comprehensive income.

• Financial assets are held for the purpose of collecting contracted cash flows and for sale.
• The cash flows on specific dates specified in the contractual terms are solely payments for the principal and interest on the principal amount outstanding.

The consolidating company may make an irrecoverable choice at the original recognition to designate the equity investment instruments not for trading to subsequently measure at fair value through other comprehensive income.The foregoing selection is made by per each instrument.

The equity investment instruments are subsequently measured at fair value. Dividend income (unless it clearly represents a recovery of part of the investment) is recognized in profit or loss. The remaining net gain or loss is recognized in other comprehensive income and is not to be reclassified to profit or loss.

Dividend Income of equity investments are recognized when the day the consolidating company becomes entitled to the dividends (usually the ex-dividend dates).

(3) Impairment of financial assets

The consolidating company recognizes allowance for losses for expected credit losses of financial assets measured at amortized cost (including cash and cash equivalents), note receivables, accounts receivables, other receivables, refundable deposits and other financial assets), debt investment instruments measured at fair value through other comprehensive income and contract assets.

The allowance for losses for the financial assets below are measured at 12-month expected credit losses, and the allowance for losses for the rest are measured at the lifetime expected credit losses:

• Debt securities are judged to be of low credit risk on the balance sheet date; and
• The credit risk of other debt securities and bank deposits (i.e. the risk of default during the expected duration of the financial instruments) has not increased significantly since the initial recognition.

Allowance for losses on accounts receivable and contract assets are measured at lifetime expected credit losses.

In determining whether credit risks have significantly increased after initial recognition, the consolidating company takes into consideration reasonable and supportable information (available without excess risks or inputs), including qualitative and quantitative information, and the consolidating company's own experience, credit assessments and forward-looking information.

If the credit rating of a financial asset is equivalent to the investment grade globally designed (BBB- by S&P, Baa3 by Moody's or twA by Taiwan Ratings or better), the consolidating company considers the credit risk of the fixed income security is low.

If a contract payment is overdue for more than 30 days, the consolidating company assumes the credit risk of this financial asset has significantly increased.

If a contract payment is overdue for more than 360 days or the borrower is unlikely to honor the credit obligation to pay the full amount to the consolidating company, the consolidating company considers the financial asset is in default.

Lifetime expected credit losses refer to the expected credit losses arising from all possible default events during the expected duration of a financial instrument.

Twelve-month expected credit losses are expected credit losses on a financial instrument arising from possible default events within 12 months after the balance sheet date (or a shorter period if the expected duration of the financial instrument is less than 12 months).

The maximum period for measuring expected credit losses is the maximum contract period when the consolidating company is exposed to credit risks.

Expected credit losses are an estimate of weighted probability of credit losses over the expected lifetime of a financial instrument. Credit losses are measured at the present value of cash flow shortages, i.e., the difference between the cash flows collectable by the consolidating company according to contracts and the cash flows expected to be collected by the consolidating company. Expected credit losses are discounted at the effective interest rate on the financial asset.

The consolidating company assesses whether there are credit losses with the financial assets measured at amortized cost on each reporting day. A financial asset is creditimpaired when one or more events have occurred with an adverse effect on the estimated future cash flows of the financial asset. Evidence that indicates a financial asset is credit-impaired includes the observable information below:

• The borrower or issuer encountered significant financial difficulties;
• Default, such as delayed or overdue payment for more than 360 days;
• Concessions previously not considered but granted by the consolidating company to the borrower due to the borrower's economic or contractual reason caused by financial difficulties
• The borrower is likely to file for bankruptcy or other financial restructuring; or
• The active market for the financial asset disappears due to financial difficulties.

The allowance for losses for a financial asset measured at amortized cost is deducted from the carrying amount of the asset. The allowance for losses on investment in debt instruments at fair value through other comprehensive income is with profit or loss adjusted and recognized in other comprehensive income (without reducing the carrying amount of the asset)

The consolidating company directly reduces the total carrying amount value of a financial asset when the recoverable amount of the financial asset in all or in part cannot be reasonably expected. Based on the experience of recovering similar assets, the consolidating company's policy with private customers is to write-off the entire carrying amount value of the financial asset overdue for more than 360 days. The consolidating company determines the timing and the amount of write-offs for corporate customers according to the individual analysis of reasonably expected recoverability. The consolidating company does not expect material reversals of written-off amounts. However, compulsory execution may still be sought for writtenoff financial assets, in line with the consolidating company's procedures in recovering overdue amounts.

(4) Derecognition of financial assets

The consolidating company can only derecognize a financial asset when the right to contracted cash flows from the asset terminates; or the financial asset has been transferred and almost full risks and returns of financial asset ownership have been transferred to other companies; or the asset has not been transferred but almost full risks and returns of ownership are not retained and the control over financial asset is not retained.

In the signing of a contract to transfer a financial asset, if all or almost full risks and returns of ownership of the transferred asset are retained, the asset will continue to be recognized on the balance sheet.

• 1. Financial liabilities and equity instruments
• (1) Classification of liabilities and equity

The debts and equity instruments issued by the consolidating company are recognized as financial liabilities or equity according to the substance of contracts and the definitions of financial liabilities and equity instruments.

(2) Equity transactions

Equity instruments refer to any contract that represents the remaining equity of the consolidating company after assets are deducted from liabilities. Equity instruments issued by the consolidating company are recognized at the amount of proceeds less direct issuance costs.

(3) Financial liabilities

Financial liabilities are classified as those at amortized cost or at fair value through profit or loss. Financial liabilities are classified at fair value through profit or loss if they are held for trading, derivatives, or designated upon initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value and the relevant net gain and loss, including any interest expense, is recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and exchange gains or losses are recognized in profit or loss. Any gain or loss is also recognized in profit or loss upon derecognition.

(4) Derecognition of financial liabilities

Financial liabilities are recognized when the consolidating company's contractual obligations have been performed, canceled or expired. When the terms of financial liabilities are revised and the cash flow of the revised liabilities is significantly different, the initial financial liabilities are derecognized, and new financial liabilities are recognized at fair value as per the revised terms.

When a financial liability is derecognized, the difference between its carrying amount and the total consideration paid or payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

(5) Offset of financial assets and liabilities

Financial assets and financial liabilities can only be recognized on the balance sheet with the net value after netting off when the consolidating company has the legal right to exercise the netting off, and has the intention to deliver at the net value or concurrently realizes the asset to pay off the liabilities.

(VIII) Inventory

The initial cost of inventories is the expenditure necessary to bring inventories to a condition and location ready for sale or construction. Development costs of property include construction, land, borrowing, and project costs incurred during the development period. Upon completion, the construction in progress will be reclassified to the buildings and land held for sale, and the operating costs will be reclassified as per the proportion of sales to the development costs of the property. Subsequently, it will be measured at the lower of cost or net realizable value. When the cost of inventory is higher than the net realizable value, the cost should be written down to the net realizable value, and the amount written down should be recognized in cost of sales in the current period. The methods for determining the net realizable value are as follows:

• 1. Construction land: Net realizable value is calculated based on replacement cost or estimated selling price (as per the market condition at the time) less estimated selling expenses.
• 1. Construction in progress: The net realizable value is calculated based on the estimated selling price (according to the market condition at the time) less the costs and selling expenses required till completion.
• 1. Buildings and land held for sale: Net realizable value is calculated based on estimated selling price (as per the market condition at the time) less estimated selling expenses.

(IX) Investment property

Investment property refers to property held for earning rents or asset appreciation or both, but not for sale, production, provision of goods or services, or for administrative purposes in normal business activities. Investment properties are measured initially at costs and subsequently with costs less accumulated depreciation and accumulated impairments.The depreciation methods, service lives and residuals are accounted for in the same way as for property, plant and equipment.

Gains or losses from disposal of investment properties are recognized as profits or losses (at the difference between the net proceeds and the carrying amounts of the properties).

Rent income from investment property is recognized in operating income on a straight-line basis over the lease term. The lease incentives are recognized as part of the rent income over the lease term.

• (X) Property, plant and equipment
• 1. Recognition and measurement

Property, plant and equipment are measured at cost (including capitalized borrowing costs) less accumulated depreciation and any accumulated impairment.

When the useful lives of material components of property, plant and equipment are different, they are treated as separate items (major components) of property, plant and equipment.

Gain or loss on disposal of property, plant and equipment is recognized as profit or loss.

• 1. Subsequent cost Subsequent expenses are only capitalized when future economic benefits are likely to flow into the consolidating company.
• 1. Depreciation

Depreciation is calculated at the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful life of each component. Land is not depreciated.

The estimated useful life for the current and comparative periods are as follows: Leasehold improvement 5 years

The consolidating company reviews depreciation methods, service lives and residual values on each reporting day and makes appropriate adjustments when necessary.

1. Reclassification to investment property

When the property for self-use is changed into investment property, the property is reclassified as investment property at the carrying amount upon the change of use.

(XI) Lease

The consolidating company assesses whether a contract is about or including leasing on the day when the contract is established. If the contract entails the transfer of the control for use of the identifiable asset over a period of time for specific compensation, the contract is about or including leasing.

1. Lessee

The consolidating company recognizes right-of-use assets and lease liabilities on the day when the lease commences. Right-of-use assets are measured initially at costs. The costs include the original measured value of the lease liabilities. These are adjusted with any lease payments at or before the commencement of the lease, added with any initial direct cost incurred and the estimated cost in dismantling and removing the underlying asset, restoring the site it is located or restoring the underlying asset and less any lease incentive received.

The right-of-use asset is subsequently depreciated on a straight-line basis from the lease commencement date to the end of the useful life of the right-of-use asset or the end of the lease term, whichever is earlier. Meanwhile, the consolidating company periodically assesses whether the right-of-use assets are impaired and handles any impairment losses already incurred. Adjustments to the right-of-use assets are made when the lease liabilities are remeasured.

The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. If it is easy to ascertain the interest rate implicit in the lease, the discount rate shall be that interest rate. If it is not easy to ascertain the interest rate, the consolidating company's incremental borrowing rate shall be used. In general, the consolidating company uses the incremental borrowing rate as the discount rate. Lease payments included in the lease liability measurement include:

• (1) Fixed payments, including substantive fixed payments;
• (2) The lease payment depends on the change in an index or rate, and the index or rate on the lease commencement date is adopted for the initial measurement;
• (3) The residual value guarantee amount expected to be paid; and
• (4) The exercise price or penalty to be paid when it is reasonably ascertain that the purchase or lease termination will be executed.

Interest on lease liabilities is subsequently accrued using the effective interest method, and the amount is re-measured under each of the circumstances below:

• (1) Changes in the index or rate used to determine lease payments result in changes in future lease payments;
• (2) There is a change in the residual value guarantee amount expected to be paid;
• (3) There is a change in the evaluation of the option of purchasing the asset;
• (4) A change in the evaluation of whether to extend or terminate a lease has resulted in a change in the evaluation of the lease term;
• (5) The subject leased, scope of lease, or other terms are modified.

When the lease liability is re-measured due to the aforementioned changes in the index or rate used to determine the lease payment, changes in the residual value guarantee amount, and changes in the evaluation of the purchase, extension, or termination, the carrying amount of the right-of-use asset is adjusted accordingly. When the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount is recognized in profit or loss.

For lease modifications with a reduced scope of the lease, the carrying amount of the rightof-use asset is reduced to reflect the partial or full termination of the lease, and the difference between said amount and the remeasured amount of the lease liability is recognized in profit or loss.

The consolidating companies present the right-of-use assets and lease liabilities not meeting the definition for investment properties separately on the balance sheet.

The consolidating companies choose not to recognize the short-term leases of houses, buildings and transportation equipment and low-value underlying assets as right-of-use assets and lease liabilities. Payments for such leases are expensed with the straight line method during the lease periods.

1. Lessor

If the consolidating company is the lessor, the lease contract will be classified on the lease inception date according to whether almost full risks and returns of the underlying asset ownership are transferred. If yes, it is classified as a finance lease. If not, it is an operating lease. During assessments, the consolidating company should take into consideration metrics such as whether the lease period covers the main part of the economic lives of underlying assets.

If the consolidating company is an intermediate lessor, the head lease and the sublease are accounted for separately. The right-of-use asset created by the head lease is used for the classification of the sublease. If a headlease is a short-term lease to which recognition exemption applies, the sublease transaction derived therefrom should be classified as an operating lease.

For those contracts contains lease and nonlease components,the consolidating company adopts International Financial Reporting Standards No. 15 for the separation of a contract into lease and nonlease components.

(XII) Intangible assets

1. Recognition and measurement

Other intangible assets (including computer software) the consolidating company acquires with a definite service life

are measured at costs less accumulated depreciation and accumulated impairments.

1. Subsequent expenditure

Subsequent expenditure is capitalized only to the extent that the future economic benefits of a specific asset will increase. All other expenditures are recognized in profit or loss as incurred.

1. Amortization

Amortization is calculated at the cost of the asset less the estimated residual value and is recognized in profit or loss using the straight-line method over the estimated useful life from when an intangible asset becomes available for use.

The estimated useful life for the current and comparative periods are as follows:

Computer software 3 years

The consolidating company reviews amortization methods, service lives and residual values on each reporting day and makes appropriate adjustments when necessary.

(XIII) Impairment of non-financial assets

The consolidating company assesses on each reporting day where there is an indication of impairments to the carrying amount of non-financial assets. The Company estimates the recoverable amount of such assets with a sign of impairment. Impairment tests are conducted on goodwill each year.

Impairment testing aims at the smallest identifiable group of assets that

generates cash inflows that are largely independent of the cash inflows

from other assets or groups of assets. Goodwill acquired in a business combination is allocated to each cash-generating unit or group of cash-generating units that is expected to benefit from the synergies of the combination.

The recoverable amount is the higher of the fair value of the individual asset or cash-generating unit less cost of disposal and its value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects present market assessments of the time value of money and the risks specific to the asset or cashgenerating unit.

An impairment loss is recognized when the recoverable amount of an individual asset or cashgenerating unit is lower than the carrying amount thereof.

An impairment loss is recognized immediately in profit or loss. The carrying amount of goodwill allocated for the cash-generating unit is reduced first. Then the carrying amounts of other assets in the cash-generating unit are reduced pro rata.

Goodwill impairment losses are not reversed. Non-financial assets other than goodwill are reversed only when it does not exceed the carrying amount (less depreciation or amortization) that would have been determined if such assets had not been recognized for impairment losses in prior years.

(XIV) Provision for warranty liability

Liability reserves are recognized for present obligations due to past events. In this instance, the consolidating company is likely to be required to repay the obligation with an outflow of assets with economic benefits and the amount of the obligation can be reliably estimated. The

provision is discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability, and the amortization of the discount is recognized in interest expense.

Provision for warranty liability is recognized when goods or services are sold and is measured based on historical warranty information and all probable outcomes weighted by respective probabilities.

(XV) Revenue recognition

1. Revenue from customer contracts

Revenue is measured as the consideration to which the transfer of goods or services is expected to be entitled. Income are recognized by the consolidating company when the control of products or services is transferred to customers and the contractual obligation is performed. The consolidating company's primary Income are as follows:

(1) Land development and property sales

The consolidating company develops and sells residential properties and often performs pre-sale during or before construction.The consolidating company recognizes Income when the control of properties is transferred. Due to contracted restrictions, such properties typically serve no other purposes to the consolidating company. However, only after the legal ownership of properties has been transferred to customers can the consolidating company access the funds for the completed contracts. Hence, the consolidating company recognizes Income when the legal ownership of properties is transferred to customers or the properties are handed over. Revenue is measured at the transaction price in the contractual agreement. If it is a sale of a finished property project, the consideration, in most cases, can be collected when the legal ownership of property is transferred. In a few cases, the payment can be deferred as per the contractual agreement but cannot be deferred for over 12 months. Thus, transaction prices are not adjusted to reflect the effect of significant financial components. In the case of a pre-sale property project, the payment is usually collected in installments during the period from when the contract is signed to when the property is transferred to a customer. If the contract contains a significant financial component, the transaction price is adjusted as per the borrowing rate for the project during said period to reflect the effect of time value of money. Advance receipts are recognized in contract liabilities, and interest expenses and contract liabilities are recognized when it is determined that the effect of the time value of money needs to be adjusted. The cumulative contract liabilities are reclassified to revenue when the property is transferred to a customer.

Some contracts include multiple items to be delivered, such as the sale of residential property and interior design services, which are regarded as a separate performance obligation and the transaction price is amortized on a stand-alone selling price basis. If no directly observable price is available, the stand-alone selling price is estimated based on expected cost plus margin. The interior design service is recognized in revenue when the service is completed.

(2) Real estate agency services

The consolidating company serves as a real estate agency to sell properties for external parties. Relevant Income are recognized during the financial reporting period when the service is rendered. Service Income under fixed-price contacts are recognized according to services actually provided as of the reporting date. Contracts include fixed and variable prices. Customers pay fixed amounts according to contracted schedules. Certain variable fees (such as bonuses above the threshold) are estimated

with the most likely amounts. The consolidating company only recognizes Income within the range where the accumulated Income are highly unlikely to be significantly reversed. If the income recognized is not yet invoiced, a corresponding contract asset is recognized. When there is an unconditional right to the amount, the contract asset is transferred to the account receivable.

Customers pay the fixed amounts according to agreed schedules. When the service rendered exceeds the paid amount, a contract asset is recognized. When the paid amount exceeds the service rendered, a contract liability is recognized.

When the consolidating company expects the unavoidable cost for performing the obligation of a service contract exceeds the economic benefit from the contract, a liability reserve is recognized for the loss-making contract.

(3) Construction supervision services

The consolidating company provides construction supervision services for the construction of solar generation equipment and recognizes relevant Income for such services during the reporting periods. Income recognition under fixed-price contracts is based on the services rendered and the contract performance obligation met already as of the reporting date or based on the services already rendered as a percentage of total services expected.

If the circumstance changes, the estimates of Income, costs and degrees of completion will be modified and the resulting increase/decrease will be reflected in profit or loss during the period when management becomes aware of circumstance changes.

Under the fixed price contracts, customers pay fixed amounts according to agreed schedules. When the service rendered exceeds the paid amount, a contract asset is recognized. When the paid amount exceeds the service rendered, a contract liability is recognized.

(4) Management services

The consolidating company offers hotel management services. Profit or loss and fixed management fees are recognized each quarter according to contracts during the period of hotel management. If the income recognized is not yet invoiced, a corresponding contract asset is recognized. When there is an unconditional right to the amount, the contract asset is transferred to the account receivable.

Customers pay the fixed amounts according to agreed schedules. When the service rendered exceeds the paid amount, a contract asset is recognized. When the paid amount exceeds the service rendered, a contract liability is recognized.

• (5) Significant financing component Advance real estate receipts
• Revenue is measured at the transaction price in the contractual agreement. If it is a sale of a finished property project, the consideration, in most cases, can be collected when the legal ownership of property is transferred. In a few cases, the payment can be deferred as per the contractual agreement but cannot be deferred for over 12 months. The payments for pre-sale real estate projects are typically collected in installments during the period from contract signing to property transfer to customers. The consolidating company assesses whether the promised price is different from the sold price for each contract and whether the prepayment collected contains financing elements. Prepayments are collected by the consolidating company to provide guarantee in contract performance by customers. As the purpose is for the consolidating company to mitigate the risks and compensations required for reselling in case of the customer's not fulfilling the contract, it is not a significant financing

component obtained mainly from customers. Thus, the time value of money of the transaction consideration is not adjusted.

• 1. Cost of customer contracts
• (1) Incremental cost of obtaining contracts

If the consolidating company expects to recover the incremental cost of obtaining contracts, the cost is recognized as an asset. Incremental costs of obtaining a contract are costs incurred when a customer contract is obtained that would not have been incurred if the contract had not been obtained. Costs of obtaining a contract that will be incurred regardless of whether the contract is obtained are recognized in expenses when incurred, unless such costs are clearly chargeable to customers regardless of whether a contract has been obtained.

The consolidating company recognizes the incremental cost of obtaining contracts expected to recover through real estate marketing activities as an asset and applies systematic amortization consistent with transfer of pre-sale properties to customers.

(2) Cost of fulfilling contracts

If the cost of fulfilling the contract is not covered by standards such as International Accounting Standards (IAS) 2 Inventories, IAS 16 Property, Plant and Equipment, or IAS 38 Intangible Assets, the consolidating company only recognizes such cost as an asset when the cost is directly related to a contract or a specific identifiable expected contract, may generate or enhance the resource to be used in fulfilling (or continuing to fulfill) contract obligations and is expected to be recovered. General and administrative costs; raw materials, labor or other resource costs wasted for contract fulfillment but not reflected on contract prices; costs related to performed (or partially performed) contract obligations; and costs not identifiable as to contract obligations not yet performed or performed (or partially performed) are recognized as expenses when incurred.

(XVI) Government subsidies

When relevant government subsidies can be received without terms attached, the consolidating company recognizes the subsidies as other gains. When government subsidies in relation to assets can be received with the attached terms the consolidating company can reasonably believe it will adhere to, the subsidies are recognized at fair value as deferred Income and systematically converted to other gains within the service life of the assets. The government subsidies in compensation for the expense or loss incurred by the consolidating company are systematically recognized in profit and loss in conjunction with the corresponding expenses.

(XVII) Employees' benefits

• 1. Defined contribution plan Contribution obligations to the defined contribution plan are recognized in expenses in the period during which the employee provides service.
• 1. Short-term employee benefits Short-term employee benefits are recognized as expenses when the relevant services are provided. If the services already provided by employees constitute the consolidating company a current statutory or presumed payment obligation and such obligation can be reliably estimated, the amount is recognized as a liability.

(XVIII) Income taxes

Income tax includes current income and deferred taxes. Current income tax and deferred tax are recognized in profit or loss, except in relation to business combinations or items directly recognized in equity or other comprehensive income.

Current income tax includes the expected income tax payable or tax refund receivable based on the taxable income (loss) for the year and any adjustments to income tax payable or tax refund receivable in prior years. The amount is the best estimate of the amount expected to be paid or received based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

Deferred tax is recognized based on the temporary differences between the carrying amounts of an asset and liability for financial reporting purposes and its tax bases. Temporary differences arising from the circumstances below are not recognized in deferred tax:

• 1. Assets or liabilities are initially recognized for a transaction that is not a business combination, and such assets or liabilities does not affect accounting profit and taxable income (loss) at the time of the transaction;
• 1. Temporary differences due to investments in subsidiaries, associates and joint ventures, the timing of reversal of such temporary differences controlled by the consolidating company and the reversal unlikely to be in the foreseeable future; and
• 1. Taxable temporary differences arises from the initial recognition of goodwill.

Deferred tax is measured at the tax rate at which the temporary difference is expected to reverse, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date, with tax-related uncertainties reflected.

The consolidating company only offsets deferred income tax assets and deferred income tax liabilities when the following conditions are met at the same time:

• 1. Has the statutory enforcement power to offset current income tax assets and current income tax liabilities; and
• 1. Deferred tax assets and deferred tax liabilities are related to one of the following taxpayers with income tax levied by the same tax authority:
• (1) The same taxpayer; or
• (2) Different taxpayers but each taxpayer intends to settle the current tax liabilities and assets on a net basis or to realize both in each future period, in which significant amounts of deferred tax assets are expected to be recovered and deferred tax liabilities are expected to be settled.

Unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized, as well as deductible temporary differences are recognized in deferred tax assets. It is reassessed at each balance sheet date to reduce the relevant income tax benefits to the extent that it is not probable that they will be realized; or to reverse the previously reduced amount to the extent that it becomes probable that sufficient taxable income will be available.

(XIX) Earnings per share

The consolidating company presents the basic earnings per share and the diluted earnings per share attributable to shareholders of its common stocks. The basic earnings per share of the consolidating company are calculated with the profit or loss attributable to holders of the company's common shares divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by having the profit or loss attributable to the equity holders of the Company's common shares and the weighted average number of common shares outstanding adjusted for the effect of all potential dilutive common shares. The potential dilutive common shares of the consolidating company include convertible corporate bonds.

(XX) Department information

Operating departments as the segments of the consolidating company are engaged in operating activities that generate Income and incur expenses (including the Income and expenses with

the consolidating company's other segments). The operating results of all operating departments are reviewed periodically by key decision-makers of the consolidating company, in order to formulate decisions on resource allocations and evaluate the performance of individual departments. All operating departments have independent financial information.

V. Critical Accounting Judgements and Key Sources of Estimation and Uncertainty

When preparing these consolidated financial statements according to the Regulations Governing the Preparation of Financial Reports and the International Financial Reporting Standards endorsed and issued into effect by the Financial Supervisory Commission, management must make judgements, estimates and assumptions. Such judgements, estimates and assumptions have influence on the adoption of accounting policies and the reported numbers of assets, liabilities, Income and expenses. Actual results may differ from estimates.

The management continues to review estimates and basic assumptions, and changes in accounting estimates are recognized in the period in which they are changed and future periods affected.

Accounting policy involved material judgements and significant influence on recognized numbers in these consolidated financial statements: none

The uncertainties in the following assumptions and estimates with significant risks of causing the carrying amount of assets and liabilities to be adjusted significantly in the next fiscal year and the impact of the COVID-19 pandemic has been reflected. The relevant information is as follows:

Inventory valuation

Inventory is recognized at the lower of costs or net realizable values. The consolidating company evaluates the net realizable value of inventory on the reporting date based on estimates of future selling prices and construction costs, subject to the influence of political and economic environments. Therefore, the net realizable value may experience material changes. Please refer to Note 6(4) for details of inventory valuation.

VI. Summary of Significant Accounting Items

(I) Cash and cash equivalents

	2021.12.31	2020.12.31
Cash on hand	\$ 371	423
Checking deposit	32	6,008
Demand deposit	57,886	26,542
	\$ 58,289	32,973

Please refer to Note 6 (20) for interest rate risks and the sensitivity analysis of the consolidating company's financial assets and liabilities.

	2021.12.31	2020.12.31
Equity instrument at fair value through other comprehensive income:
Domestic unlisted stock - Tech Alliance Corp.	\$ 3,667	3,784
Domestic unlisted stock - Technology Associates Corporation	274	612
Domestic unlisted stock - Shin Kong Real Estate Management Co., Ltd.	1,890	2,300
Foreign unlisted stock - World Join International Ltd.	12,113	11,932
Total	\$ 17,944	18,628

(II) Financial assets at fair value through other comprehensive income (FVTOCI)

1. Equity instrument investments at fair value through other comprehensive income:

The consolidating company holds the equity instruments as a long-term strategic investment, not for trading purposes. Hence, these instruments have been designated at fair value through other comprehensive income.

The annual shareholders' meetings of Teh An Venture Investment Co., Ltd. and Technology Associates Corp. (the consolidating company's investees) approved capital reductions on July 6, 2021 and June 30, 2020, respectively, and set up the capital reduction basis dates on August 2, 2021 and September 1, 2020, respectively, to return capital by NT\$4,098 thousand and NT\$2,820 thousand, respectively.

The consolidating company did not dispose any strategic investment in 2021 or 2020. There was no transfer within equity for accumulated profit or loss during these periods.

• 1. Please refer to Note 6 (20) for market risk information.
• 1. None of the consolidating company's financial assets abovementioned has been pledged as collateral.
• (III) Notes and accounts receivable

	2021.12.31	2020.12.31
Notes receivable - from operations	\$ 5,760	1,269
Accounts receivable at amortized cost	66,845	9,387
Less: Allowance for losses	(8,689)	(8,689)
	\$ 63,916	1,967

The consolidating company adopts the simplified approach for the estimates of expected credit losses for all notes receivable and accounts receivables. This approach measures lifetime expected losses. To achieve the measurement purposes, notes receivable and accounts receivable are categorized on the basis of similar credit risk characteristics in terms of customers' ability to pay all due amounts according to contract terms and conditions. Forwardlooking information is incorporated. The expected credit loss analysis on the consolidating company's notes receivable and accounts receivable is as follows:

		2021.12.31
	Carrying amounts	Weighted average	Allowance for
	of notes and	expected credit loss	lifetime expected
	accounts receivable	rate	credit losses
Not past due	\$ 63,916	-	-
Overdue for more than 360 days	8,689	100%	8,689
	\$ 72,605		8,689
		2020.12.31
	Carrying amounts
	of notes and	Weighted	Allowance for
	accounts receivable	average expected credit loss rate	lifetime expected credit losses
Not past due	\$ 1,967	-	-
Overdue for more than 360 days	8,689	100%	8,689
	\$ 10,656		8,689

Change in loss allowance for the consolidating company's notes receivable and accounts receivable is as follows:

	2021	2020
Opening balance (ending balance)	\$ 8,689	8,689

None of the consolidating company's notes receivable and accounts receivables was pledged for collateral as of December 31, 2021 and 2020.

(IV) Inventories

	2021.12.31	2020.12.31
Construction business:
Buildings and land held for sale	\$ 622,620	709,920
Construction in progress	213,896	49,296
Land held for construction site	-	131,003
	\$ 836,516	890,219
Inventory expected to be recovered after more than 12 months	\$ 441,049	559,943

Cost of goods sold is detailed below:

	2021	2020
Buildings and land held for sale reclassified after sold	\$ 130,332	190,102
Cost related to real estate agency services	15,778	6,295
Others	7,381	2,591
	\$ 153,491	198,988

• 1. Please refer to Note 6 (19) for the interest capitalization of the consolidating company.
• 1. Please refer to Note 8 for the consolidating company's pledges on inventory as collateral as of December 31, 2021 and 2020.
• (V) Prepayments

	2021.12.31	2020.12.31
Construction business - Sample house interior design and decoration cost	\$ 7,029	21,746
Construction business - Pre-construction development costs	52,422	53,993
Others	2,265	728
	\$ 61,716	76,467

(VI) Property, plant and equipment

The change in the consolidating company's property, plant and equipment in 2021 and 2020 is as follows:

	Land	Leasehold improvements	Other equipment	Construction work in progress	Total
Cost or deemed cost:
Balance on January 1, 2021 \$	82,029	14,673	38	6,400	103,140
Addition	-	-	205	-	205
Reclassification to investment property	(76,647)	-	-	(6,400)	(83,047)
Disposal	-	(1,191)	-	-	(1,191)
Effects of changes in foreign exchange rates	-	(106)	-	-	(106)
Balance on December 31, 2021\$	5,382	13,376	243	-	19,001
Balance on January 1, 2020 \$	82,029	1,185	38	6,400	89,652
Addition	-	13,368	-	-	13,368
Effects of changes in foreign exchange rates	-	120	-	-	120
Balance on December 31, 2020\$	82,029	14,673	38	6,400	103,140
Depreciation and impairment losses:
Balance on January 1, 2021 \$	17,169	1,351	38	-	18,558
Depreciation during the year	-	1,956	9	-	1,965
Impairment loss reversed	(11,787)	-	-	-	(11,787)
Disposal	-	(986)	-	-	(986)

	Land	Leasehold improvements	Other equipment	Construction work in progress	Total
Effects of changes in foreign	-	(15)	-	-	(15)
exchange rates
Balance on December 31, 2021\$	5,382	2,306	47	-	7,735
Balance on January 1, 2020 \$	17,169	587	38	-	17,794
Depreciation during the year	-	752	-	-	752
Effects of changes in foreign	-	12	-	-	12
exchange rates
Balance on December 31, 2020\$	17,169	1,351	38	-	18,558
Book value:
December 31, 2021 \$	-	11,070	196	-	11,266
January 1, 2020 \$	64,860	598	-	6,400	71,858
December 31, 2020 \$	64,860	13,322	-	6,400	84,582

• 1. Please refer to Note 8 for details of the collateral for bank loans and financing facilities as of December 31, 2021 and 2020.
• 1. Ownership transfer and acquisition of certain agricultural land is only possible after the change of land use according to law. Hence, some land was registered under personal names. An authorization agreement and a trust contrast have been signed with the nominee account holder for the land registration. The land will be transferred to the consolidating company at the right time. Said agricultural land has been partially reclassified to investment property.
• 1. Reclassification to investment property

The consolidating company entered a land lease contract with the lessee on November 25, 2021 for the development of a solar farm. Upon the change of this property use, the carrying amount was reclassified into an investment property. As the fair value was higher than the carrying amount on the day of land use change, the previously recognized impairment was reversed for NT\$11,787 thousand. The fair value was estimated primarily with the comparison method and supported by the analysis of land development. Based on the prices of underlying properties for the comparison, analysis and adjustment were made. This is a Level 3 fair value.

(VII)Investment property

Investment properties include the land the consolidating company rents out to the lessee via an operating lease. The initial period of the leased investment property is 20 years. At the end of a lease term, the Company will negotiate subsequent lease terms with a lessee.

The change in the consolidating company's investment properties in 2021 is as follows:

	Land and improvements	Total
Cost or deemed cost:
Balance on January 1, 2021	\$ -	-
Transferred from property, plant and equipment	83,047	83,047
Balance on December 31, 2021	\$ 83,047	83,047
Depreciation and impairment losses:
Balance on January 1, 2021	\$ -	-
Balance on December 31, 2021	\$ -	-
Carrying amount:
December 31, 2021	\$ 83,047	83,047
Fair value:
December 31, 2021	\$	208,099

The fair value of investment property is based on independent appraisers' valuation (who possess relevant recognized professional qualifications and recent experience related to the investment property valuated in terms of location and type). The input used in the fair value valuation technique is level 3 input.

To enhance the benefits of land use, the consolidating company decided to rent out the land for the installation of solar generation systems. Hence, this property was transferred from "property, plant and equipment" into "investment property" (Note 6 (6)). Said lease contract includes the initial lease term, and the subsequent lease term is negotiated with the lessee, and no contingent rent is charged.

Please refer to Note 8 for the pledged on the consolidating company's investment properties as collateral.

(VIII) Right-of-use assets

The costs and depreciation of the consolidating company's rented land, houses and buildings, machinery and transportation equipment are detailed as follows:

	Land	Buildings	Transportation	Office equipment	Total
Cost of right-of-use assets:			equipment
Balance on January 1, 2021	\$ 547	45,040	1,106	225	46,918
Addition	-	13,198	-	-	13,198
Less	(547)	(16,386)	-	-	(16,933)
Effects of changes in foreign exchange	-	(215)	-	-	(215)
rates
Balance on December 31, 2021	\$ -	41,637	1,106	225	42,968
Balance on January 1, 2020	\$ 681	19,973	3,162	234	24,050
Addition	-	28,418	1,106	-	29,524
Less	-	-	(3,162)	-	(3,162)
Lease modification	(134)	(3,587)	-	(9)	(3,730)
Effects of changes in foreign exchange	-	236	-	-	236
rates
Balance on December 31, 2020	\$ 547	45,040	1,106	225	46,918
Depreciation and impairment losses of
right-of-use assets:
Balance on January 1, 2021	\$ 221	10,961	15	92	11,289
Depreciation	46	6,606	368	45	7,065
Less	(267)	(9,956)	-	-	(10,223)
Effects of changes in foreign exchange	-	(40)	-	-	(40)
rates
Balance on December 31, 2021	\$ -	7,571	383	137	8,091
Balance on January 1, 2020	\$ 136	4,015	1,620	47	5,818
Depreciation	108	6,916	1,557	45	8,626
Less	-	-	(3,162)	-	(3,162)
Lease modification	(23)	-	-	-	(23)
Effects of changes in foreign exchange	-	30	-	-	30
rates
Balance on December 31, 2020	\$ 221	10,961	15	92	11,289
Book value:
December 31, 2021	\$ -	34,066	723	88	34,877
January 1, 2020	\$ 545	15,958	1,542	187	18,232
December 31, 2020	\$ 326	34,079	1,091	133	35,629

(IX) Short-term loans

The consolidating company's short-term loans are as follows:

	2021.12.31		2020.12.31
Unsecured bank borrowings	\$	-	10,000
Secured bank borrowings		423,053	596,684
Total	\$	423,053	606,684
Facilities not yet drawn	\$	415,207	290,576
Interest rate range		1.85%~2.09%	1.85%~2.12%

Please refer to Note 8 for the pledged on the consolidating company's assets as collateral for bank loans.

(X) Short-term notes and bills payable

The consolidating company's short-term notes and bills payable are as follows:

		2020.12.31
	Guarantee or acceptance institution	Interest rate range	Amount
Commercial papers payable Less: Discounted short-term notes	Bills Company A	1.94%	\$ 27,000 (11)
payable Total			\$ 26,989

Please refer to Note 8 for the pledged on the consolidating company's assets as collateral for short-term notes and bills.

(XI) Corporate bonds payable

The information on the consolidating company's corporate bonds payable is as follows:

	2021.12.31
Amount of ordinary corporate bonds issued	\$ 300,000
Unamortized balance of discounted corporate bonds payable	(23,970)
Cumulative amount of redemption	-
Cumulative amount of conversion	-
Balance of corporate bonds payable at the end of the period	\$ 276,030

Equity components — conversion rights (under capital reserve — subscription rights): Please refer to Note 6 (15).

Interest expenses: Please refer to Note 6 (19).

The primary rights and obligations of the company's secured convertible bonds outstanding are as follows:

Item	The first issue of secured convertible corporate bonds in 2021
Total issue	NT\$300,000,000
amount
Issue date	2021.9.24
Issue period	2021.9.24~2024.9.24
Coupon rate	0%
Trustee	Land Bank of Taiwan Co., Ltd.
Repayment method	Unless the bondholders apply for conversion into the Company's ordinary shares as per the Company's conversion method, or the Company redeems them in advance as per the conversion method, or the Company buy them back through securities firms and cancel them, the Company will redeem the bonds in cash in a lump sum upon maturity.
Redemption method	From the day following the full three months after the issue of the convertible corporate bonds (December 25, 2021) to 40 days before the end of the issue period (August 15, 2024), if the closing price of the Company's ordinary shares exceeds the current conversion price by 30% or higher for 30 consecutive business days, or when the balance of the outstanding convertible corporate bonds is lower than 10% of the initial total issue amount, the Company may redeem the bonds in advance.
Conversion method	Conversion period From the day following the full three months after the issue date of the convertible corporate bonds (December 25, 2021) to the maturity date (September 24, 2024), the bondholders shall convert the bonds into the Company's ordinary shares as per the conversion method.
Conversion price	NT\$15.8

(XII)Lease liabilities

The consolidating company's lease liabilities are as follows:

	2021.12.31	2020.12.31
Current	\$ 5,957	6,424
Non-current	\$ 30,900	30,824

Please refer to Note 6 (20) Financial Instruments for maturity analysis. The amounts recognized in profit or loss are as follows:

	2021	2020
Interest expense on lease liabilities	\$ 1,544	1,859
Gains from sublease of right-of-use assets	\$ 8,772	1,121
Expense on short-term leases	\$ 882	746

Amounts recognized in the statements of cash flows are as follows:

	2021		2020
Total cash outflow from leases	\$	8,718		9,956

The consolidating company rents houses and buildings for office spaces and business premises. The leases for office spaces are between one and five years. The leases for business premises are eight years. Meanwhile, the consolidating company's leases for car parking spaces and transportation equipment are between one and three years.

Part of the aforesaid lease agreements are accompanied with the option of lease extensions. Such rights are only exercisable by the consolidating company, not by lessors. When it is not reasonably certain that an option to extend the lease term will be exercised, payments related to the period covered by the option are not included in the lease liabilities.

In addition, some of the transportation equipment leased by the consolidating company is for three years. As this is short-term lease, the consolidating company applies for recognition exemption without recognizing the relevant right-of-use assets and lease liabilities.

(XIII) Employees' benefits

Defined contribution plan

The consolidating company's defined contribution plans adhere to the regulations stipulated by the Labor Pension Act in Taiwan and the Pension Law in China by contributing certain percentages of monthly wages to labor pension personal accounts operated by the Bureau of Labor Insurance and the Social Security Agency, respectively. The consolidating company has no additional statutory or presumed obligations for additional contributions under this plan after contributing the fixed amounts to the Bureau of Labor Insurance or the Social Security Agency.

The consolidating company recognized pension expenses of NT\$1,067 thousand and NT\$1,021 thousand for defined contributions in 2021 and 2020, respectively. The contributions were made to the accounts designated by local laws.

(XIV) Income taxes

1. Income tax expense

The consolidating company's income tax expenses for 2021 and 2021 are detailed as follows:

	2021		2020
Current income tax expense	\$	-	-
Land value increment tax		1,122	-
Deferred tax expense		-	-
	\$	1,122	-

The adjustments of the consolidating company's income tax expenses and earnings before tax for 2021 and 2021 are as follows:

	2021	2020
Net loss before tax \$	(32,555)	(61,775)
Income tax calculated at the domestic tax rate where the Company \$ is located	(6,735)	(12,355)
Effects of tax rate differences in foreign jurisdictions	(93)	(423)
Land value increment tax	1,122	-
Book-tax difference	639	410
Book-tax difference in capitalized interest	1,109	1,347
Current tax losses on unrecognized deferred tax assets	9,283	9,384
Changes in unrecognized temporary differences	(4,920)	(108)
Others	717	1,745
Total \$	1,122	-

2. Deferred income tax assets and liabilities

Unrecognized deferred tax assets

The consolidating company's unrecognized deferred income tax assets are as follows:

		2020.12.31
\$	10,832	3,536
		108,990
\$	129,370	112,526
		2021.12.31 118,538

Taxable losses are determined in accordance with the Income Tax Act, and the losses for the previous ten years may be deducted from the net income for the year after being approved by the tax authority before the income is taxed. The item is not recognized as a deferred income tax asset because the consolidating company is not very likely to generate sufficient taxable Income for deduction of the temporary difference.

As of December 31, 2021, the deduction deadline for the tax loss of deferred income tax assets yet to be recognized by the consolidating company is as follows:

	Losses yet to be	Losses yet to be	Last valid year
Year	deducted by the Company	deducted by subsidiaries
Approved amount in 2013	\$ 62,773	323	2023
Approved amount in 2014	53,343	2,482	2024
Approved amount in 2015	78,675	9,850	2025
Approved amount in 2016	75,403	56,763	2026
Tax assessed for 2017	-	15,169	2027
Approved amount in 2018	80,915	8,434	2028
Approved amount in 2019	48,108	5,796	2029
Amount filed in 2020	40,580	7,773	2030
Estimated amount in 2021	37,524	8,778	2031
	\$ 477,321	115,368

3. Income tax assessments

• (1) The Company's business income taxes were assessed by the tax authority up to the year 2019.
• (2) The business income tax filings from the Company's subsidies in Taiwan were assessed by the tax authority for the following years:

Assessment years	Company name
2019	Better Life Green Energy Technology Co., Ltd.
2019	Bao Lai Real Estate Co., Ltd.
2019	Better Life Group Travel Service Co., Ltd.

(3) The subsidiaries in China have filed income taxes to the local tax authorities for the years up to 2020.

(XV) Capital and other equity

The total amount of the Company's authorized capital as of December 31, 2021 and 2020 was both NT\$6,750,000 thousand, divided into 675,000 thousand shares in both years, with a par value of NT\$10 per share. The paid-in capital is NT\$1,002,654 thousand, with a par value of NT\$10 per share, and all the capital funds for the outstanding shares have been received.

1. Issue of ordinary shares

On August 4, 2021, the shareholders' meeting of the consolidating company resolved and approved a rights issue via private placement to boost working capital and future developments. The board of directors was authorized to issue no more than 30,000 thousand ordinary shares within one year after the resolution from the shareholders' meeting, at one or two tranches via private placement.

1. Capital surplus

The balance of the Company's capital surplus is as follows:

	2021.12.31	2020.12.31
Gain on disposal of assets	\$ 110	110
Stock options - issue of convertible corporate bonds	21,828	-
	\$ 21,938	110

Pursuant to the Company Act, the Company shall issue new shares or pay out cash in proportion to the existing shareholders' shares from the realized capital surplus after the capital surplus is used to compensate the deficit first. The realized capital surplus referred to in the preceding paragraph includes the premium from the shares issued at par and the income from gifts. Pursuant to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the total amount of capital surplus to be used as capital shall not exceed 10% of the paid-in capital.

1. Retained earnings

Under the earnings distribution policy as set forth in the Company's Articles of Incorporation, where the Company made a profit in a fiscal year, the profit shall be first used for paying taxes, offsetting the cumulative deficit, setting aside 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company's paid-in capital, setting aside an amount for or reversing a special reserve in accordance with operational needs and the laws and regulations, and then any remaining profit, together with any undistributed retained earnings at the beginning of the period, shall be adopted by the Company's Board of Directors as the basis for making a distribution proposal, which shall then be submitted to the shareholders' meeting for a resolved before distribution.

(1) Legal reserve

When the Company suffers no losses, it may, upon a resolution by the shareholders' meeting, issue new shares or pay out cash from the legal reserve, but only to the extent that such reserve exceeds 25% of the paid-in capital.

(2) Earnings distribution

The shareholders' meeting of the Company was resolved on August 4, 2021 and June 18, 2020 to offset the losses for 2020 and 2019, respectively.

1. Other interests (net of tax)

	Exchange difference on translation of financial statements of foreign operations	Unrealized valuation profit or loss from financial assets measured at fair value through other comprehensive income	Total
Balance on January 1, 2021	\$ 90	(19,796)	(19,706)
Exchange differences in translation of net assets of foreign operations	(76)	-	(76)
Unrealized gain (loss) on financial assets at fair value through other comprehensive income	-	3,414	3,414
Balance on December 31, 2021	\$ 14	(16,382)	(16,368)
Balance on January 1, 2020 Exchange differences in translation of net assets of	\$ (435) 525	(19,796) -	(20,231) 525
foreign operations Balance on December 31, 2020	\$ 90	(19,796)	(19,706)

(XVI) Loss per share

The Company's basic earnings per share in 2021 and 2020 were calculated based on the net loss attributable to the equity holders of the Company's ordinary shares and the weighted average number of outstanding ordinary shares. The relevant numbers are as follows:

• 1. Basic loss per share
• (1) Net loss attributable to equity holders of the Company's ordinary shares

2021 2020 Net loss attributable to equity holders of the Company's ordinary shares for the current period \$ (33,677) (61,775)

(2) Weighted average number of outstanding ordinary shares

	2021	2020
Weighted average number of outstanding ordinary shares	100,265	100,265
Basic loss per share (NTD)	\$ (0.34)	(0.62)

2. Diluted loss per share

The Company's diluted earnings per share in 2021 and 2020 were calculated based on the net income attributable to the equity holders of the Company's ordinary shares and the weighted average number of outstanding ordinary shares, adjusted for the effect of all potential dilutive ordinary shares. The relevant numbers are as follows:

(1) Net loss attributable to equity holders of the Company's ordinary shares (diluted)

	2021	2020
Net loss attributable to equity holders of the Company's ordinary shares (basic)	\$ (33,677)	(61,775)
Interest expense on convertible corporate bonds	(Note)	-
Net loss attributable to equity holders of the Company's	\$ (33,677)	(61,775)
ordinary shares (diluted)

(2) Weighted average number of outstanding ordinary shares (diluted)

	2021	2020
Weighted average number of outstanding ordinary shares (basic)	100,265	100,265
Effect of conversion of convertible corporate bonds	(Note)	-
Weighted average number of outstanding ordinary shares	100,265	100,265
(diluted)
Loss per share (NTD)	\$ (0.34)	(0.62)

Note: It is not included in the calculation of diluted earnings per share due to its antidilution effect.

(XVII) Income from contracts with customers

1. Details of revenue

The consolidating company's income breakdown is as follows:

	2021	2020
Revenue from customer contracts recognized	\$ 176,692	218,596
Rental Income (Note)	8,782	1,166
	\$ 185,474	219,762

Note: International Financial Reporting Standards No. 16 are applicable to the consolidating company's rental Income in 2021 and 2020.

1. Details of revenue

	2021	2020
Main region/market:
Taiwan	\$ 176,692	218,596
Main product/service line:
Housing and land sales	\$ 136,276	205,141
Service income	40,416	13,455
	\$ 176,692	218,596
Contract type:
Fixed-price contract	\$ 176,692	218,596
Time point of revenue recognition:
Transfer of goods or services at a certain time point	\$ 176,692	218,596

1. Contract balance

	2021.12.31	2020.12.31	2020.1.1
Notes receivable	\$ 5,760	1,269	2,119
Accounts receivable	66,845	9,387	8,689
Less: Allowance for losses	(8,689)	(8,689)	(8,689)

\$ 63,916 1,967 2,119

	2021.12.31	2020.12.31	2020.1.1
Contract liability -housing and land	\$ 48,776	21,934	15,799
sales Contract liability -prepaid Income	4,000	500	-
Total	\$ 52,776	22,434	15,799

Please refer to Note 6(3) for the information on notes receivable, accounts receivable, and impairment thereof.

NT\$500 thousand and NT\$6,565 thousand were recognized as Income for 2021 and 2020, respectively,

from the opening balance of contract liabilities on January 1, 2021 and 2020.

The change in contract liabilities is primarily due to the timing difference between the consolidating company's transfer of goods or services to customers to fulfill contract obligations (i.e. recognition of Income from contract liabilities) and the payment from customers. The refunds were NT\$0 and NT\$2,576 thousand and the transfer into default penalty Income was NT\$0 and NT\$765 thousand in 2021 and 2020, respectively, due to the cancelation of contracts by customers and the resulting change in contract liabilities.

(XVIII) Remunerations to employees and directors

According to the Company's Articles of Incorporation, no less than 4% and no more than 4% of any profits for the year should be distributed as employees' remuneration and directors' remuneration, respectively. However, when the Company still has a cumulative deficit, it shall reserve an amount in advance to compensate it. The subjects for the issuance of remunerations may include employees of a holding or subordinate company satisfy certain criteria, and the board of directors is authorized to specify such criteria.

The Company reported losses before tax in both 2021 and 2020 and hence there was no need to distribute remunerations to employees or directors. Relevant information is available at the Market Observation Post System.

(XIX) Non-operating Income and expenses

1. Interest income

The consolidating company's interest income is detailed as follows:

	2021	2020
Interest income
Interest on bank deposits	\$ 16	38
Imputed interest on security deposits	9	25
Guarantee deposits paid	3,147	3,340
Other interest income	30	62
	\$ 3,202	3,465

1. Other income

The consolidating company's other Income are detailed below:

	2021	2020
Management fees income	\$ 4,024	929
Rent income	50	614
Income of liquidated damages	-	765
Other income	542	419
	\$ 4,616	2,727

3. Other gains and losses

The consolidating company's other Income and losses are detailed as follows:

	2021	2020
Exchange loss	\$ (23)	(202)
Gain on lease modifications	400	1
Gain on reversal of impairment of property, plant and equipment	11,787	-
Others	(2,644)	(19)
	\$ 9,520	(220)

1. Financial costs

The consolidating company's financial costs are detailed below:

	2021	2020
Interest on bank borrowings and bills and notes	\$ 11,841	9,022
Interest on lease liabilities	1,544	1,859
Financial costs	1,374	3,800
Discounted and amortized convertible corporate bonds	2,858	-
Less: Capitalized interest	(1,626)	(8)
	\$ 15,991	14,673
Capitalized interest rate	1.85%~2.01%	1.91%~2%

(XX) Financial instruments

• 1. Credit risk
• (1) Maximum exposure to credit risk

The carrying amount of financial assets represents the maximum exposure to credit risk.

(2) Credit concentration risk

The consolidating company has a wide clientele, without trading significantly concentrated with a single customer. Hence, the credit risk of accounts receivable is not significantly concentrated.

(3) Credit risk of receivables and debt securities

Please refer to Note 6 (3) for credit risk exposure of notes receivable and accounts receivable.

Other financial assets measured at amortized cost include other receivables (other financial assets – current). All the aforesaid financial risks have low credit risks and hence the loss allowance is measured with the 12-month expected credit loss. (Please refer to Note 4 (7) for how the consolidating company determines low credit risks.)

1. Liquidity risk

The table below shows the maturity dates of contractual financial liabilities, including estimated interest but excluding the effect of netting arrangement.

	Carrying amount	Contractual cash flow	Within 6 months	6–12 months	1–2 years	2–5 years	More than 5 years
December 31, 2021
Non-derivative financial liabilities
Floating-rate instruments	\$ 423,053	434,835	139,195	2,736	201,655	91,249	-
Fixed-rate instruments	276,030	300,000	-	-	-	300,000	-
Non-interest bearing liabilities	46,653	46,653	46,653	-	-	-	-
Lease liabilities	36,857	40,995	3,380	3,833	7,650	21,675	4,457
	\$ 782,593	822,483	189,228	6,569	209,305	412,924	4,457
December 31, 2020
Non-derivative financial liabilities
Floating-rate instruments	\$ 606,684	623,887	350,246	2,473	179,919	91,249	-
Fixed-rate instruments	26,989	27,436	262	27,174	-	-	-
Non-interest bearing liabilities	58,512	58,512	58,512	-	-	-	-
Lease liabilities	37,248	42,609	3,795	4,173	8,347	17,312	8,982
	\$ 729,433	752,444	412,815	33,820	188,266	108,561	8,982

The consolidating company does not expect the timing of cash flows to be significantly early or the amount to be significantly different from the maturity analysis.

1. Interest rate analysis

Interest rate exposure of the consolidating company's financial assets and financial liabilities is explained in this note on liquidity risk management.

The sensitivity analysis below is based on the exposure of derivative and non-derivative instruments to interest rate risk at the balance sheet date. For floating-rate liabilities, the analysis is based on an assumption that the amount of a liability outstanding at the balance sheet date is outstanding throughout the year. The consolidating company's internal reporting to management regarding interest rates is based on 1% increase or decrease. It also represents the management's assessment of the possible and reasonable range of changes in interest rates.

All other variables being equal, any 1% increase (decrease) in interest rates would result in a decrease (increase) by NT\$3,379 thousand and NT\$5,711 thousand in the consolidating company's earnings before tax in 2021 and 2020, respectively. This would be primarily due to the consolidation of company loans in variable interest rates.

• 1. Information on fair value
• (1) Valuation process of fair value of financial instruments

The consolidating company's accounting policies and disclosure include financial and non-financial assets and liabilities measured at fair value. The consolidating company establishes relevant internal control systems for the measurement of fair values. Of them, a valuation team has been established to be responsible for reviewing all significant fair value measurements (including Level 3 fair value) and reporting directly to the Chief Financial Officer. The team regularly reviews significant unobservable inputs and adjustments. If an input used to measure fair value is based on external third-party information (such as a broker or pricing service institution),

the valuation team will assess the evidence provided by the third party in support of the input to confirm that the valuation and its fair value level are aligned with the requirements of IFRS.

In the measurement of assets and liabilities, the consolidating company uses inputs observable from the market as much as possible. The fair value levels are based on the inputsused in the valuation techniques and are classified as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
• Level 3 inputs are not based on observable inputs (unobservable inputs) for the asset or liability.
• (2) Types and fair values of financial instruments

The consolidating company measures recurring fair values of the financial assets at fair value through other comprehensive Income. The carrying amounts and the fair values of all types of financial assets and financial liabilities are listed below: (including fair value levels) (It is not necessary to disclose fair value information if the carrying amount of a financial instrument is not measured at fair value is a reasonable approximation of fair value and if it is a lease liability.)

	2021.12.31
		Fair value
	Carrying amount	Level 1	Level 2	Level 3	Total
Financial assets at fair value through other comprehensive income
Domestic and foreign unlisted stocks	\$ 17,944	-	-	17,944	17,944
			2020.12.31
				Fair value
	Carrying amount	Level 1	Level 2	Level 3	Total
Financial assets at fair value through other comprehensive income
Domestic and foreign unlisted stocks	\$ 18,628	-	-	18,628	18,628

(3) Fair value valuation techniques for financial instruments not at fair value

The methods and assumptions used by the consolidating company for the instruments not measured at fair value are as follows:

(3.1) Financial assets and liabilities at amortized cost

If there is information on quoted prices from transactions or market makers, the latest transaction price and quoted price should be adopted as the basis for valuating the fair value. If there is no information on market prices for reference, the valuation method is adopted for estimation. The estimates and assumptions used in the valuation method are the discounted value of cash flows to estimate the fair value.

• (4) Fair value valuation techniques for financial instruments at fair value
• (4.1) Non-derivative financial instruments

When a financial instrument is quoted in an active market, the quoted price in the active market is the fair value. Market prices of liquid securities on major exchanges and the prices published by the trading center of central government bonds are the basis for fair values of equity instruments listed on TWSE/TPEx and fixed income instruments with active markets and open quotes.

A financial instrument is deemed to be with quoted prices in the active markets if its quoted prices can be obtained from exchanges, brokers, underwriters, industry associations, pricing services institutions, or competent authorities in a timely and regular manner, and the prices represent the prices in actual fair market transactions that occur frequently. If the above criteria are not met, the market is deemed inactive. Generally speaking, a large bid-ask spread, a significant increase in the bid-ask spread, or a low trading volume are all indicators of an inactive market.

Except for the above financial instruments with active markets, the fair values of other financial instruments are obtained through valuation techniques or with reference to the quoted prices by counterparties. The fair value obtained through valuation techniques may be calculated and obtained with reference to the present fair value of other financial instruments with substantively similar criteria and characteristics, discounted cash flow method, or other valuation techniques, including the use of models based on market information available at the balance sheet date.

If there is no active market for the financial instruments held by the consolidating company, the asset-based approach is used for the estimation of fair values of equity instruments without open quoted prices according to different categories and characteristics. The primary assumptions are based on the balance sheet of investees. The estimate has been adjusted for the effect of the discount on the control premium and liquidity of the equity securities.

• (5) Transfer between Levels 1 and 2: None.
• (6) Details of changes in Level 3

	At fair value through other comprehensive income
	Equity instruments without quoted prices
January 1, 2021	\$ 18,628
Total gain or loss
Recognized in other comprehensive income	3,414
Capital refunded for capital reduction	(4,098)
December 31, 2021	\$ 17,944
January 1, 2020	\$ 21,448
Capital refunded for capital reduction	(2,820)
December 31, 2020	\$ 18,628

(7) Quantitative information on measurement of significant unobservable fair value input (Level 3)

The consolidating company's level 3 fair value measurements are primarily for financial assets measured at fair value through other comprehensive income – equity securities investment.

Most of the fair values classified as level 3 by the consolidating company only contain single, material and unobservable inputs. Only the equity instruments without an active market depend on multiple material and unobservable inputs. Significant

unobservable inputs for investments in equity instruments with no active market are independent of each other and therefore do not correlate.

Significant

Quantitative information on significant unobservable inputs is listed as follows:

	Valuation		Significant unobservable		unobservable input and relations with fair
Item	technique		input		value
Financial assets at FVTOCI – investments in equity instruments without active markets	Asset method	• •	Discount on liquidity (32.30% on both December 31, 2021 and 2020) Discount on non controlling interests (6.45% on December 31, 2021 and 17.87% on December 31, 2020)	• •	The higher the liquidity discount, the lower the fair value The higher the non controlling interest discount, the lower the fair value

(8) Analysis of sensitivity of Level 3 fair value to reasonably possible alternative assumptions

The consolidating company's fair value measurements of financial instruments are reasonable. However, the use of different valuation models or parameters may result in different valuation outcomes. For financial instruments classified as Level 3, if the valuation parameters change, the effect on the current profit or loss or other comprehensive income is as follows:

			Changes in fair value reflected in other comprehensive income
	Input	Up/down movements	Favorable change	Unfavorable change
December 31, 2021
Financial assets at fair value through other comprehensive income
Investment in equity instruments without	Non-controlling	+10%	-	(1,870)
active markets	interest discount
	Non-controlling	-10%	1,870	-
	interest discount
	Liquidity	+10%	-	(2,583)
	discount
	Liquidity discount	-10%	2,583	-
December 31, 2020
Financial assets at fair value through other comprehensive income
Investment in equity instruments without active markets	Non-controlling interest discount	+10%	-	(2,186)
	Non-controlling interest discount	-10%	2,186	-
	Liquidity discount	+10%	-	(2,652)
	Liquidity discount	-10%	2,652	-

The favorable and unfavorable movements referred to by the consolidating company indicate the volatility of fair values. Fair values are calculated with valuation techniques with different levels of unobservable inputs. If the fair value of a financial instrument is affected by more than one input, the above table only reflects the effect of changes in a single input without taking into account the correlation and variability between the inputs.

(XXI) Financial risk management

1. Summary

The consolidating company is exposed to the following risks due to the use of financial instruments:

• (1) Credit risk
• (2) Liquidity risk

(3) Market risk

This note represents the consolidating company's exposure to the aforesaid risks, as well as its target, policy and procedures for measuring and managing these risks. Please refer to individual notes to the consolidated financial statements for further quantitative disclosure.

1. Risk management framework

The board of directors is fully responsible for the establishment and supervision of the consolidated company's risk management structure. The board of directors has fully authorized the management of the development and control of the consolidating company's risk management policy. Management is required to report periodically to the board accordingly.

The consolidating company's risk management policies are put in place to identify and analyze the risks the consolidating company is faced with, set up appropriate risk limits and control, monitor risks and supervise the compliance with risk limits. Risk management policies and systems are periodically reviewed, to reflect market conditions and the change in the consolidating company's operation. The consolidating company develops a disciplined and constructive control environment through training, management guidelines and operational procedures, so that all employees understand their roles and obligations.

The Audit Committee of the consolidating company oversees how management monitors the compliance of risk management policies and procedures and reviews the appropriateness of the consolidating company's risk management structure in relation to risks it faces. Internal auditors assist the Audit Committee of the consolidating company in the oversight. These personnel conduct regular and exception reviews of risk management controls and procedures and report the review results to the Board and Audit Committee.

1. Credit risk

Credit risks are the risks of financial losses due to customers or counterparties in financial instrument transactions unable to fulfill contractual obligations and mainly come from the consolidating company's accounts receivable.

(1) Accounts receivable and other receivables

The internal control system of the consolidating company has established a credit policy. The consolidating company adheres to this policy by individually analyzing new customers and assigning credit ratings before providing standard terms and conditions in payments and delivery. The review and control mechanism of the consolidating company consists of the record of customers' transactions and communication with banks regarding external ratings. Maximum procurement amounts are set on a customer-by-customer basis and represent the maximum outstanding amount that does not require the management team's approval. Such maximum amounts are under regular review.

The consolidating company has a wide clientele and a diversified geographic market for its construction business. There is no significant concentration in transactions with a single customer. Credit risks of accounts receivable are not significantly

concentrated either. Most of the dealings for real estate development and sales are for private individuals. Payment collections are primarily via remittances, checks and mortgage loans. Therefore, relevant credit risks are relatively low.

Meanwhile, the consolidating company adheres to the internal regulations on engineering contracting construction works. The contractors are all reputable companies meeting the requirements for construction techniques. Therefore, the consolidating company can stay on top of construction quality and progress. If necessary, contractors are required to deposit guarantees to ensure construction quality. Other receivables are mainly from land owners and other joint developers. Debtors are assessed to have the repayment capability. Hence, there are no material credit risks with the consolidating company's other receivables.

(2) Investment

The credit risks associated with bank deposits, fixed income investments and other financial instruments are measured and monitored by the finance department of the consolidating company. For transactions and contract performance, the consolidating company deals with reputable banks, financial institutions and companies rated as investment grade and government agencies. Hence, there are no material risks in contract performance or credit risks.

(3) Guarantee

Please refer to Note 13 for the mutual endorsements and guarantees in 2021 and 2020 as required by the contracts between the consolidating company and joint builders for joint investment, construction or development.

1. Liquidity risk

Liquidity risks refer to the risks of the consolidating company being unable to pay in cash or with other financial assets to repay financial liabilities or fulfill relevant obligations. The consolidating company manages liquidity in order to ensure, as much as possible, sufficient and liquid capital to fund debts due in general and stressed circumstances, so that there will be no unacceptable loss or reputation risks to the consolidating company.

For each development project, the consolidating company calculates the cost and the capital required, installment payments from customers before delivery, and construction financing from banks, in order to properly plan for payments and receipts and ensure adequate working capital to fund the debts due. The funding required for project development and construction is partially reliant on bank loans. Upon the ownership transfer to customers, most of the payments are from mortgage loans. Hence, the consolidating company is unlikely to incur material losses or reputation risks.

1. Market risk

Market risks refer to the risks of price changes (e.g., exchange rates, interest rates, prices of equity instruments) that may affect the consolidating company's Income or values of financial instruments held. The purpose of market risk management is to control the exposure to market risks within a range of tolerance and optimize return on investment. The consolidating company does not engage in transactions of financial instruments (including derivatives) for the purpose of speculation.

(1) Exchange rate risk

The Group's functional currency is mainly in NTD. The Company's main business transactions (including receivables, payables, loans, or financing) are mainly denominated in NTD, so there is no risk of significant fluctuations in foreign exchange rates.

(2) Interest rate risk

The consolidating company's management reviews and controls the optimal blended interest rate of financial liabilities, in order to manage the risks of interest rate fluctuations.

The consolidating company's interest rate risks are mainly from its bank loans. According to the consolidating company's assessment of its business environment, the interest rates over recent years have been relatively stable. Hence, material interest rate risks are unlikely.

(XXII) Capital management

The objective of capital management by the consolidating company is to ensure operations as a going concern, in order to continue to create returns for shareholders and benefits to other stakeholders, maintain the optimal capital structure and lower the cost of capital.

To maintain or modify its capital structure, the consolidating company may adjust dividends to shareholders, make payments to shareholders to reduce share capital, issue new shares or sell assets to repay debts.

The consolidating company manages and control capital based on the debt to capital ratio. The ratio is calculated with net debt divided by total capital. Net debt is the total debt on the balance sheet less cash and cash equivalents. Total capital refers to all components of equity (i.e. share capital, capital surplus, retained earnings, and other equity) plus net debt.

The consolidating company's capital management strategy in 2021 was largely consistent with 2020: maintenance of the debt to capital ratio to ensure financing at a reasonable cost.

	The debt-to-equity ratios as of December 31, 2021 and 2020 were as follows:

	2021.12.31	2020.12.31
Total liabilities	\$ 862,777	772,934
Less: Cash and cash equivalents	(58,289)	(32,973)
Net liability	\$ 804,488	739,961
Total equity	596,326	604,837
Adjusted capital	\$ 1,400,814	1,344,798
Debt-to-equity ratio	57.43%	55.02%

(XXIII) Financing activities with non-cash transactions

The consolidating company's financing activities with non-cash transactions in 2021 and 2020 are as follows:

• 1. Please refer to Note 6 (8) for acquisition of right-of-use assets via leases.
• 1. The reconciliation of liabilities from financing activities is as follows:

				Non-cash movement
		Cash	Exchange
	2021.1.1	flows	rate change	Others	2021.12.31
Short-term borrowings	\$ 606,684	(183,631)	-	-	423,053
Short-term notes payable	26,989	(27,304)	-	(Note 1) 315	-
Corporate bonds payable	-	295,000	-	(Note 4)(18,970)	276,030
Lease liabilities	37,248	(6,292)		(187)(Note 2) 6,088	36,857
Total amount of liabilities from	\$ 670,921	77,773	(187)	(12,567)	735,940
financing activities

				Non-cash movement
		Cash	Exchange
	2020.1.1	flows	rate change	Others	2020.12.31
Short-term borrowings	\$ 229,260	377,424	-	-	606,684
Short-term notes payable	484,485	(459,594)	-	(Note 1) 2,098	26,989
Lease liabilities	18,567	(7,351)	216	(Note 3) 25,816	37,248
Total amount of liabilities from	\$ 732,312	(89,521)	216	27,914	670,921
financing activities

Note 1: It is the discounted amortized short-term notes payable.

• Note 2: An increase of NT\$13,198 thousand and a reduction in rent by NT\$7,110 thousand.
• Note 3: An increase of NT\$29,524 thousand and a reduction in rents by NT\$3,708 thousand.
• Note 4: It is the stock options for convertible corporate bonds recognized in the amount of NT\$21,828 thousand less discount amortization of NT\$2,858 thousand.

VII. Related Party Transactions

• (I) Name of related party and relations
• The related parties who transacted with the consolidating company during the periods covered by these consolidated financial statements are as follows:

Name of related party	Relation with the consolidating company
Puyuan Development Co., Ltd.	A supervisor at the company is a member of the
	key management personnel of the Company
Puyuan Advertising Co., Ltd.	A director at the company is a member of the key
	management personnel of the Company
Puqun Advertising Co., Ltd.	A director at the company is a member of the key
	management personnel of the Company
Puyuan Construction Co., Ltd.	A director at the company is a member of the key
	management personnel of the Company
Puyi Indoor Decoration Co., Ltd.	A director at the company is a member of the key
	management personnel of the Company
Puxu Advertising Co., Ltd.	A director at the company is a member of the key
	management personnel of the Company
Pushi Construction Co., Ltd.	A director at the company is a member of the key
	management personnel of the Company
Puquan Advertising Co., Ltd.	A director at the Company
Pucheng Construction Co., Ltd.	Substantive related party
Chang, Chia-Sheng	Substantive related party
Chang, Chun-Kuei	First degree relative with the Company's director

• (II) Significant transactions with related parties
• 1. Purchase of goods from related parties
  2. (1) The consolidating company's purchases from other related parties are as follows:

	2021	2020
Puyuan Advertising Co., Ltd.	\$ 14,190	5,909
Pucheng Construction Co., Ltd.	28,108	22,640
Belongs to other related parties	2,285	1,739
	\$ 44,583	30,288

The consolidating company's purchase prices from related parties are based on price comparisons and negotiations from both parties and payments according to contract terms and conditions. Please refer to Note 9 for the engineering contracts entered into by the consolidating company and related parties as of December 31, 2021 and 2021.

• (2) The consolidating company purchased land from other related parties in June 2020 for its development business. The contract price was NT\$130,800 thousand. Ownership transfer was completed on November 30, 2020. The property was recognized as construction in progress. Said acquisition price is based on a real property appraisal report.
• 1. Payables to related parties

Account	Related party category	2021.12.31	2020.12.31
Notes payable	Pucheng Construction Co., Ltd.	\$ 6,100	8,871
Accounts payable	Puqun Advertising Co., Ltd.	10,361	-
Accounts payable	Pucheng Construction Co., Ltd.	-	8,872
Accounts payable	Puyuan Advertising Co., Ltd.	4,605	1,672
Accounts payable	Belongs to other related parties	200	200
		\$ 21,266	19,615

1. Leases

The consolidating company rented from related parties in the headquarter office building in June 2018 and November 2021 by signing a two-year lease contract and a five-year lease contract, respectively and in reference to rentals for offices in the neighborhood area. The interest expenses recognized for 2021 and 2020 were NT\$256,000 and NT\$40,000 as well as NT\$448,000 and NT\$0, respectively. As of December 31, 2021 and 2020, the balance of lease liabilities was NT\$12,612,000 and NT\$9,401,000, respectively In addition, the guarantee deposits paid due to the above leases as of December 31, 2021 and 2020 were NT\$0 and NT\$579,000, respectively.

• 1. Others
• (1) The consolidating company signed real estate agency contracts with Puqun Advertising Co.,Ltd.and Puyuan Advertising Co.,Ltd. for marketing of development projects in 2021 and 2020. The agency service fees were recognized as an operating expense for NT\$2,922 thousand and NT\$5,040 thousand,respectively. The incremental cost for contract acquisitions recognized on December 31, 2021 and 2020 was NT\$12,069 thousand and NT\$1,398 thousand, respectively.

• (2) The consolidating company obtained from Pucheng Construction Co.,Ltd. a guarantee check of NT\$28,612 thousand as of December 31, 2021 and 2020 for construction and engineering works.

• (3) The consolidating company provided the related party Chang, Chun-Kuei with a guarantee deposit of NT\$24,500 thousand and a guarantee check of NT\$24,500 thousand as of December 31, 2021, for the joint development and separate sale of the project on the land at Guishan Hwa-Ya Section In addition, it engaged in a joint investment in a construction project with Puyuan Development Co., Ltd. and Pushi Construction Co., Ltd.

• (4) The consolidating company and Puyuan Construction Co., Ltd. jointly invested in the development of the project at Mei-Ren section, Songshan District.
• (III) Transactions with key management personnel Key management personnel's remuneration includes:

	2021	2020
Short-term employee benefits	\$ 9,824	9,559

VIII. Assets Pledged

The carrying amounts of the assets pledged by the consolidating company as collateral are detailed below:

Name of asset	Asset pledged as collateral	2021.12.31	2020.12.31
Inventory – construction industry	Bank borrowings and short-term notes payable \$	836,516	890,219
Other financial assets -current	Reserve account	5,890	9,037
Other financial assets -current	Trust account	21,347	-
Investment property (previously	Bank deposits and corporate bonds payable	83,047	-
recognized as
Property, plant and equipment)
	\$	946,800	899,256

IX. Significant Contingent Liabilities and Unrecognized Commitments

• (I) Significant unrecognized commitments:
• 1. The contracts and commitments not recognized by the consolidating company are as follows:

	2021.12.31	2020.12.31
Signed contracts
Housing and land sales	\$ 304,292	68,248
Contract for solar installations and change of land use	15,000	-
Payments collected or priced
Housing and land sales	48,776	21,934
Contract for solar installations and change of land use	4,000	-

1. The contracting by the consolidating company for engineering works of development projects is as follows:

	2021.12.31	2020.12.31
Payables not yet priced as per contract	\$ 225,247	277,474
Payables to related parties that have not been priced as per	\$ 221,999	257,917
contract

1. The joint development contracts and joint investment and construction contracts signed by the consolidating company and landowners are as follows:

		Joint construction deposits paid (construction deposits paid)
Project name or land	Joint construction method	2021.12.31	2020.12.31
lot
Xinyi Section, Xinyi	Joint investment in construction and	\$ 195,317	192,170
District	joint construction and allocation of housing units
Huaya Section, Guishan	Joint investment in construction and	24,500	-
District	joint construction and separate sale
Zhongshan Section,	Joint investment in construction and	-	-
Zhongshan District	joint construction and allocation of housing units
Meiren Section,	Joint investment in construction and	-	-
Songshan District	joint construction and allocation of
	housing units
		\$ 219,817	192,170

• 1. The consolidating company provided guarantee checks for NT\$24,500 thousand and NT\$0 as of December 31, 2021 and 2020 for business requirements.
• 1. The consolidating company rented out its land in Miaoli to a non-related party on November 25, 2021 for solar system installations. According to the contract, the consolidating company will collect a special service fee of NT\$36,000 thousand upon the project completion and subsequently monthly rentals at the agreed percentage. Meanwhile, a contract was signed with the non-related party for the planning, development and installation of solar systems. The total contract price was NT\$35,000 thousand. As of December 31, 2021, NT\$6,400 thousand was paid. The aforesaid land was transferred from "property, plant and equipment" to "investment property". Please refer to Note 6 (7).
• 1. The consolidating company collected a prepayment of NT\$20,000 thousand and recognized this as part of other current liabilities as of December 31, 2021 for authorizing third parties in the integration and disposal of projects under development.
• X. Major Disaster Loss: None.

XI. Material Events After the Balance Sheet Date: None.

XII. Others

The statement of employee benefits, depreciation, depletion, and amortization expenses of the year by function is as follows:

By function		2021		2020
	Operating	Operating	Total	Operating	Operating	Total
By nature	costs	expenses		costs	expenses
Employee benefit expenses
Salary and wages	-	23,083	23,083	285	24,976	25,261
Labor and health	-	1,591	1,591	34	1,651	1,685
insurance
Pension	-	1,067	1,067	17	1,004	1,021
Directors' remuneration	-	3,960	3,960	-	3,695	3,695
Other employee benefit	-	847	847	22	846	868
expenses
Depreciation expense	5,420	3,610	9,030	1,941	7,437	9,378
Amortization expense	-	179	179	-	135	135

XIII. Additional Disclosures

(I) Information on significant transactions

The material transactions to be disclosed by the consolidating company in 2021 according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers are as follows:

• 1. Loans to others: None.
• 1. Endorsements/Guarantees provided to others:

Unit: In Thousand New Taiwan Dollars

Code	Endorser / Guarantor	Endorsed / Guaranteed party Company name Relations		Maximum endorsement/ guarantee amount to a single enterprise	Maximum endorsement/ guarantee balance for the current period	Endorsement/ Guarantee balance at the end of the period	Amount drawn	Dndorsement/ Guarantee amount with assets pledged	Ratio of cumulative endorsement/ guarantee to net worth as in the latest financial statements	Maximum limit of endorsement/gu arantee amount	Endorsement/ guarantee form parent to subsidiary	Endorsement/ guarantee form subsidiary to parent	Endorsement/ guarantee to entity in mainland China
0	The Company	Yunpeng Construction Co., Ltd.	5	596,326	388,800	388,800	203,094	-	65.20%	1,192,652	N	N	N
0	The Company	Tianyi Construction Co., Ltd.	5	596,326	453,600	453,600	236,943	-	76.07%	1,192,652	N	N	N

Note 1: The Company is coded "0".

Note 2: There are 7 types of relations between the endorser/guarantor and the endorsed/guaranteed party as follows; just indicate the type:

• (1) Companies with business dealings.
• (2) A company in which the Company directly or indirectly holds more than 50% of the voting shares.
• (3) A company directly or indirectly holds more than 50% of the voting shares of the Company.
• (4) A company in which the Company directly or indirectly holds more than 90% of the voting shares.
• (5) Companies that need to endorse and guarantee for each other in the same industry or as cobuilders in accordance with contractual provisions based on the needs for contracting construction projects.
• (6) A company that is endorsed and guaranteed by all shareholders of the Company based on their ownership percentage due to a joint investment relationship.
• (7) The companies that are engaged in joint and several guarantees for the performance of a presale property contract in accordance with the Consumer Protection Act.

Note 3: The maximum amount of all endorsements/guarantees shall not exceed 40% of the net worth as in the most recent financial statements; the maximum amount of the endorsement/guarantee to a single enterprise shall not exceed 10% of the net worth as in the most recent financial statements except for subsidiaries that directly hold more than 90% of the Company's ordinary shares, to which the maximum amount of the endorsement/guarantee shall not exceed 20% of the net worth of the net

worth as in the most recent financial statements. The net worth in the most recent financial statements audited or reviewed by the CPAs shall prevail.

• Note 4: For joint investment in construction or joint construction, the Company and co-builders should provide endorsements and guarantees to each other as per contracts; mutual endorsements and guarantees are required for contracting of construction projects as per contracts; however, for a jointand-several guarantor engaging in the performance of a pre-sale housing project contract with a partner as per the Consumer Protection Act, when the total amount of endorsement/guarantee may not exceed 200% of the net worth in the current period and the total amount of endorsement/guarantee to a single enterprise may not exceed 100% of the net worth in the current period, the restrictions in the preceding paragraph does not apply.
• 1. Securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures):

Holding		Relations with			End of period			Highest holding or
company	Type and name of securities	holding company	Account	Number of	Carrying amount Shareholding		Fair value	investment during	Remarks
				shares				the period
The Company	Stock - Technology Associates	-	Financial assets at fair value	482,505	3,667	4.95 %	3,667	4.95%
	Corporation		through other comprehensive
			income - non-current
The Company	Stock - Tech Alliance Corp.	-	〃	100,000	274	2.50 %	274	2.50%
The Company	Stock - Nexcell Battery Co., Ltd.	-	〃	200,000	-	0.20 %	-	0.20%
The Company	Stock -Umay International	-	〃	15	-	- %	-	- %
	Developmemt Co., Ltd.
The Company	Stock - World Join International Ltd.	-	〃	547,103	12,113	7.50 %	12,113	7.50%
The Company	Stock -Shin Kong Real Estate	-	〃	500,000	1,890	1.67 %	1,890	1.67%
	Management Co., Ltd.

Unit: In Thousand New Taiwan Dollars

• 1. Securities acquired or sold amounting to at least NT\$300 million or 20% of the paid-in capital: None.
• 1. Acquisition of real estate amounting to at least NT\$300 million or 20% of the paid-in capital: None.
• 1. Disposal of real estate amounting to at least NT\$300 million or 20% of the paid-in capital: None.
• 1. Total purchases from or sales to related parties amounting to at least NT\$100 million or 20% of the paid-in capital: None.
• 1. Receivables from related parties amounting to at least NT\$100 million or 20% of the paid-in capital: None.
• 1. Trading in derivative instruments: None.
• 1. Business dealings and important transactions between the parent company and subsidiaries:

			Relation with the	Transactions in 2021
Code	Name of the counterparty	Counterparty	counterparty	Item	Amount	Transaction terms and conditions	As % of total revenues or total assets
0	The Company	Better Life Real Estate	1	Incremental cost of		3,403 Comparable to the industry	0.23%
		Co., Ltd.		obtaining contracts		level
0	The Company	Better Life Real Estate	1	Operating expenses		5,073 Comparable to the industry	2.74%
		Co., Ltd.				level
0	The Company	Better Life Green Energy	1	Accounts payable		6,400 Comparable to the industry	-%
		Technology Co., Ltd.				level
1	Better Life Real Estate Co.,	The Company	2	Operating revenue		10,246 Comparable to the industry	5.52%
	Ltd.					level
1	Better Life Real Estate Co.,	The Company	2	Operating costs		3,727 Comparable to the industry	2.01%
	Ltd.					level
1	Better Life Green Energy	The Company	2	Other receivables		6,400 Comparable to the industry	-%
	Technology Co., Ltd.					level

Note 1: indication by numbers

• 1. 0: the parent company
• 1. Subsidies numbered from 1
• Note 2: indication of the relations with counterparties
• 1. Parent company to a subsidiary
• 1. Subsidiary to the parent company
• 1. Subsidiary to a subsidiary
• Note 3: offset for the preparation of consolidated financial statements

(II) Information on investees:

The consolidating company's investees (excluding the investees in China) in 2021 were as follows:

	Unit: In Thousand New Taiwan Dollars
Investor	Investee		Region Principal		Initial investment amount		Holdings at the end of period		Highest holding	Profit or	Profit or
			business	End of the	Last year	Number of	Percentage	Carrying	or investment	loss on	loss	Remarks
				current		shares		amount	during the period	investee for	recognized
				period						the current	for the
										period	current
											period
The	Better Life Green	Taiwan Trade		91,000	91,000	9,100,000	100.00%	9,537	100.00%	(17)		(17) Subsidiaries
Company	Energy Technology
	Co., Ltd.
The	Better Life Real		Taiwan Marketing	110,000	110,000	11,000,000	100.00%	33,333	100.00%	16,741		15,372 Subsidiaries
Company	Estate		agency for
	Co., Ltd.		the sale of
			real estate
The	Better Life Group	Taiwan Travel		9,000	9,000	-	100.00%	1,740	100.00%	(1,337)		(1,337) Subsidiaries
Company	Travel Service		agency
	Co., Ltd.

Note: offset for the preparation of consolidated financial statements

• (III) Information on investments in mainland China
• 1. The name of the investee in mainland China, principal business, and other relevant information:

Unit: In Thousand New Taiwan Dollars

Investee	Principal business	Paid-in capital	Investm ent method	Cumulative investment remitted from Taiwan at the beginning of period	Cumulative amount of investment remitted or recovered in current period Outward remitted	Repatria ted	Cumulative outward remittance from Taiwan at the end of current period	Profit or loss on investee for the current period	Shareholding in direct or indirect investment	Highest holding or investmen t during the period	Investment profit or loss for the period	Carrying amount of investment at the end of period	Cumulative repatriatio n of investment income at the end of current period
Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd.	Metal (non metal) product wholesale and tourism management services	29,064 (USD1,050)	(Note 1)	29,064 (Note 2) (USD1,050)	-	-	29,064 (Note 2) (USD1,050)	(1,864) (RMB427)	100.00%	100.00%	(1,864) (Note 3) (RMB427)	9,076 (RMB2,089)	-

Note 1: The investment method used is direct investment in Mainland China.

• Note 2: It is translated with the investment amount in subsidiary in the original currency multiplied by the exchange rate at the end of the period.
• Note 3: The basis for recognition of investment income and losses is the financial statements audited by CPAs appointed by the parent company in Taiwan.
• 1. Maximum investment amount in mainland China:

	Company name Cumulative outward remittance for investment in mainland China at the end of current period	Investment amount authorized by Investment Commission, MOEA	Maximum investment amount stipulated by Investment Commission, MOEA
The Company	29,064	248,428	357,796
	(USD1,050)	(USD8,975)	(Note 4)

Note 4: Maximum amount: Net worth of equity for current period × 60% = NT\$596,326,000 × 60% = NT\$357,796,000.

1. Significant transactions with investees in mainland China: None.

(IV) Information on major shareholders:

Shares Name of major shareholder	Number of shares held	Shareholding
Puquan Advertising Co., Ltd.	9,067,200	9.04%
Sant Law International Corporation	8,626,910	8.60%
Tsai, Hung-Chien	8,458,744	8.43%
Liao, Heng-I	6,496,000	6.47%

XIV. Information on Operating Segments

(I) General information

The consolidating company has three reporting segments described below. These segments are the consolidating company's strategic and operating units. Each strategic and operating unit provides different products and services. They are managed separately because of different techniques and marketing strategies required. The key decision-makers of the consolidating company review the internal management reports of each strategic and operating unit at least on a quarterly basis. The operations of the consolidating company's reporting segments are summarized below:

• 1. Construction Department: development, construction, letting and sale of residential and other properties
• 1. Real Estate Agency Department: third-party marketing service for leasing and sale of residential properties

The information and adjustment of the consolidating company's operating segments are as follows:

			2021
		Real Estate		Adjustment
	Construction	Agency	Other	and
	Department	Department	departments	elimination	Total
Income
Income from external customers	\$ 136,286	38,366	10,822	-	185,474
Inter-department Income	92	10,242	-	(10,334)	-
Interest income	3,197	1	4	-	3,202
Total income	\$ 139,575	48,609	10,826	(10,334)	188,676
Interest expense	\$ 14,776	-	1,215	-	15,991
Depreciation and amortization	\$ 3,789	-	5,420	-	9,209
Share of profit or loss of associates and joint	\$ 12,155	-	-	(12,155)	-
ventures under the equity method
Earnings before tax of reporting segments \$	(32,555)	16,741	(3,218)	(13,523)	(32,555)

			2020
	Construction	Real Estate Agency	Other	Adjustment and
	Department	Department	departments	elimination	Total
Income
Income from external customers	\$ 205,186	13,429	1,147	-	219,762
Inter-department Income	91	8,099	-	(8,190)	-
Interest income	3,864	-	3	(402)	3,465
Total income	\$ 209,141	21,528	1,150	(8,592)	223,227
Interest expense	\$ 13,311	170	1,594	(402)	14,673
Depreciation and amortization	\$ 5,302	-	4,211	-	9,513
Share of profit or loss of associates and joint	\$ (14,071)	-	-	14,071	-
ventures under the equity method
Earnings before tax of reporting segments \$	(61,775)	(4,249)	(11,718)	15,967	(61,775)

(II) Products and services

Please refer to Note 6 (17) for the consolidating company's products and services that generate income from external customers.

(III) Region

The consolidating company's region information is as follows:

By region	2021	2020
Income from external customers
Taiwan	\$ 176,702	218,641
China	8,772	1,121
Total	\$ 185,474	219,762
By region	2021.12.31	2020.12.31
Non-current assets:
Taiwan	\$ 116,302	104,071
China	32,770	38,560
Total	\$ 149,072	142,631
(IV) Major customers
	2021.12.31	2020.12.31
Customer A of Construction Department	\$ 57,400	-
Customer B of Construction Department	40,024	-
Customer C of Construction Department	38,852	-
Customer D of Construction Department	-	59,305
Customer E of Construction Department	-	52,226
Customer F of Construction Department	-	50,762
Customer G of Construction Department	-	41,404
Total	\$ 136,276	203,697

Independent Auditors' Report

To Better Life Group Co., Ltd.,

Audit opinion

We have audited the accompanying financial statements of Better Life Group Co., LTD., which comprise the balance sheet as of December 31, 2021 and 2020, and the Statements of Comprehensive Income, the statement of changes in equity and the statement of cash flows from January 1, 2021 to December 31, 2021 and from January 1, 2020 to December 31, 2020, as well as the notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Better Life Group Co., LTD. as of December 31, 2021 and 2020 and for the years then ended, and its financial performance and cash flows for the years then ended in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for the audit opinion

We conducted our audits in accordance with the Regulations Governing the Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. We explain further our responsibility under the standards in the section concerning the auditor's responsibility in the audit of parent company only financial statements. The personnel in our firm, subject to independence requirements, maintains independence from Better Life Group Co., LTD, and fulfills other responsibilities in accordance with the Norm of Professional Ethics for Certified Public Accountant and under the norms. We are convinced that we have acquired enough and appropriate audit evidence to serve as the basis of audit opinion.

Key audit matters

Key audit matters are the matters of most significance based on our professional judgement and audits of parent company only financial statements for 2021. These matters have been dealt with in the audit of the parent company only financial statements as a whole and during the process of forming the audit opinion. Hence, we do not issue opinions separately on such matters. Key audit matters of the parent company only financial statements of the Company are stated as follows:

Revenue recognition $\mathbf{L}$

Please refer to Note 4 (15) to the parent company only financial statements regarding the accounting policy of revenue recognition. Please refer to Note 6 (18) for the detailed breakdown of contract revenue.

Description:

The primary operating revenue for Better Life Group Co., LTD. in 2021 were from the sale of real estate. The risk of material misstatement lies in the truthfulness of revenue. As operating revenue are concerned with the operating performance of management, it is possible that management seeks to achieve expected net profits with early or deferred operating revenue recognition and causes material misstatement of operating revenue. Hence, the testing of revenue recognition was one of the significant assessments for our audits of Better Life Group Co., LTD.'s financial statements. Audit procedures

The audit procedures we have implemented for the specific aspects described in the above-

mentioned key audit matters include:

• Performed a control test on sales and payment collection cycles to evaluate how the control prevents and detects errors and fraud in revenue recognition;
• Performed a cut-off test on revenue from the sale of property to assess whether the revenue in the preceding paragraph is recognized in an appropriate period.
• Substantive tests on revenue recognition by sampling and cross referencing the documents in relation to real estate sale contracts and property ownership registrations and by inspecting the sale system data and general ledger entries, in order to assess whether Better Life Group Co., LTD. recognized revenue according to relevant standards and regulations.
• II. Inventory valuation

Please refer to Note 4 (7) to the parent company only financial statements for the accounting policy of inventory valuation. Please refer to Note 5 to the parent company only financial statements for the uncertainties in relation to the accounting estimates and assumptions of inventory valuation and to Note $6(4)$ to the parent company only financial statements for inventory details. Description:

Inventory is an important operating asset for Better Life Group Co., LTD. It accounted for approximately 58% of the total assets. Inventory valuation is based on International Financial Reporting Standards No. 2. The net realizable value of Better Life Group Co., LTD.'s inventory is based on future selling prices and construction costs estimated by management and subject to the influence of the political and economic environments. Inappropriate estimates of the net realizable value will result in a misstatement of financial reports. Hence, the testing of inventory valuation was one of the significant assessments for our audits of Better Life Group Co., LTD.'s financial statements.

Audit procedures:

Our main inspection procedures on the above key audit matter include the acquisition of Better Life Group Co., LTD.'s data for estimates of the net realizable value of inventory, sampling of such data to check against the contracts sold, reference to the Ministry of Interior's most recently published actual transaction prices of real estate or the transaction prices in the same proximity so as to evaluate the next realizable value of properties available for sale. To assess whether the net realizable value of buildings under construction is reasonable, we sampled and inspected the return-on-investment analysis by the Company, compared the return-on-investment data and market prices and, where necessary, obtained the appraisal reports.

Responsibility of management and those charged with governance for parent company only financial statements

The responsibilities of the management are to prepare the parent company only financial statements with fair presentation in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and to maintain necessary internal control associated with the preparation in order to ensure that the financial statements are free from material misstatement arising from fraud or error.

When preparing the parent company only financial statements, management is also responsible for the assessment of Better Life Group Co., LTD.'s ability to continue as a going concern, disclosure of relevant matters and the adoption of the going concern basis of accounting unless management either intends to liquidate Better Life Group Co., LTD. or cease operations or has no realistic alternative but to do so.

Those charged with governance (including the Audit Committee) in Better Life Group Co., LTD. are responsible for overseeing the financial reporting process.

Auditors' responsibilities for the audit of the parent company only financial statements

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

We have utilized our professional judgment and maintained professional doubt when performing the audit work in accordance with the auditing standards generally accepted in the Republic of China. We also performed the following tasks:

• 1. Identify and assess the risks of material misstatement of the parent company only financial statements 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. Fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Therefore, the risk of not detecting a material misstatement resulting from fraud is higher than the one resulting from error.
• 1. Obtain a necessary understanding of internal control relevant to the audit in order to design audit procedures appropriate to the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Better Life Group Co., LTD.'s internal control.
• 1. Evaluated the adequacy of accounting policies adopted by the management and the reasonability of accounting estimates and related disclosures made.
• 1. Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Better Life Group Co., LTD.'s ability to continue as a going concern. If we conclude that a material uncertainty exists with such events or conditions, we are required to draw attention in our auditors' report to the related disclosures in the parent company only financial statements or, if such disclosures are inappropriate, to modify our opinion. Conclusions made by the CPAs are based on the audit findings obtained as of the date of audit report. However, future events or conditions may render Better Life Group Co., LTD. unable to continue as a going concern.
• 1. Evaluate the overall presentation, structure and content of the parent company only financial statements, including the notes, and whether the parent company only financial statements fairly represent the underlying transactions and events.
• 1. Obtained sufficient and appropriate audit evidence concerning the financial information of investees using the equity method, to express an opinion on the parent company only financial statements. We were responsible for guiding, supervising, and performing the audit and forming an audit opinion about Better Life Group Co., LTD.

The matters communicated between us and the governing bodies included the planned scope and times of the audit and material audit findings (including any material defects in internal control identified during the audit).

We also provided the governing bodies with a declaration that we have complied with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China regarding independence and communicated with them all relations and other matters that may possibly be regarded as detrimental to our independence (including relevant protective measures).

We determined the key audit matters for Better Life Group Co., LTD.'s 2021 parent company only financial statements based on our communication with those charged with governance. We have clearly indicated such matters in the auditors' report. unless legal regulations prohibit the public disclosure of specific matters, or in extremely rare cases, where we decided not to communicate over specific items in the auditors' report for it could be reasonably anticipated that the negative effects of such disclosure would be greater than the public interest it brings forth.

KPMG Taiwan

CHANG SHU YING $CPA$ : TZENG GUO YANG

Competent Security Authority : Approval Document No. March 16, 2022

Jin-Guan-Zheng-VI No. 0940100754 Jin-Guan-Zheng-VI No. 0940129108

Notes to Readers

The accompanying parent company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such parent company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors' audit report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors' audit report and parent company only financial statements, the Chinese version shall prevail.

(English Translation of Balance Sheets Originally Issued in Chinese)

Better Life Group Co., Ltd.

Balance Sheets

For the Year Ended December 31, 2021 and 2020

Unit: In Thousand New Taiwan Dollars

		2021.12.31		2020.12.31
	Assets	Amount	%	Amount	%
	Current assets:
1100	Cash and cash equivalents (Note $6(1)$ )	\$ 34,481	$\overline{2}$	10,432	$\overline{1}$
1150	Notes receivable, net (Notes 6(3) and (18))	394		1,269
1170	Accounts receivable, net (Notes $6(3)$ and $(18)$ )	43,050	3
1320	Inventories (for construction industry) (Notes $6(4)$ , 7, 8, and 9)	836,516	58	890,219	66
1410	Prepayments (Note $6(5)$ )	61,716	$\overline{4}$	76,467	6
1424	Excess business tax paid	20,996	2	19,430	2
1476	Other financial assets - current (Note 8)	29,063	$\overline{2}$	11,679	$\overline{1}$
1478	Construction deposits paid (Notes 7 and 9)	219,817	15	192,170	14
1480	Incremental cost of obtaining contracts - current (Note 7)	15,472		3,356
		1,261,505	87	1,205,022	90
	Non-current assets:
1517	Financial assets at fair value through other comprehensive income - non-current (Note $6(2)$ )	17,944	$\overline{2}$	18,628	-1
1550	Investments using the equity method (Note $6(6)$ )	53,686	4	41,608	3
1600	Property, plant and equipment (Notes 6(7) and 8)	196		65,169	5
1755	Right-of-use assets (Note $6(9)$ )	13,549	1	10,558	1
1760	Net investment property (Notes $6(8)$ and 8)	83,047	6
1780	Intangible assets	163	$\overline{a}$	342
1980	Other financial assets - non-current (Note 7)	1,154	$\blacksquare$	1,724
		169,739	13	138,029	10
	Total assets	1,431,244	100	1,343,051	100

(English Translation of Balance Sheets Originally Issued in Chinese)

Better Life Group Co., Ltd.

Balance Sheets (Continued)

For the Year Ended December 31, 2021 and 2020

Unit: In Thousand New Taiwan Dollars

		2021.12.31		2020.12.31
	Liabilities and equity	Amount	%	Amount	%
	Current liabilities:
2100	Short-term borrowings (Note $6(10)$ )	\$ 423,053	30	606,684	45
2110	Short-term notes payable (Note $6(11)$ )			26,989	$\overline{2}$
2130	Contract liabilities - current (Notes 6(18) and 9)	48,776	3	21,934	$\overline{2}$
2150	Notes payable (Note 7)	6,100		10,137
2170	Accounts payable (Note 7)	32,142	2	33,960	$\overline{3}$
2200	Other payables (Note 7)	7,870	$\mathbf{1}$	6,963
2280	Lease liabilities - current (Notes $6(13)$ and 7)	2,919		3,527
2305	Other financial liabilities - current	3
2399	Other current liabilities - other (Note 9)	26,925	2	20,583	$\overline{2}$
		547,788	38	730,777	54
	Non-current liabilities:
2530	Corporate bonds payable (Notes $6(12)$ and 7)	276,030	19
2580	Lease liabilities - non-current (Notes $6(13)$ and 7)	11,100	1	7,437
	Total liabilities	834,918	58	738,214	54
	Equity (Note $6(16)$ ):
3110	Common stock	1,002,654	70	1,002,654	75
3200	Capital surplus	21,938	2	110
3310	Legal reserve	4,320		4,320
3350	Undistributed earnings (or deficit to be compensated)	(416,218)	(29)	(382, 541)	(28)
3400	Other equity interests	(16,368)	(1)	(19,706)	(1)
	Total equity	596,326	42	604,837	46
	Total liabilities and equity	1,431,244	100	1,343,051	100

(Please refer to the notes to parent company only financial statements) Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

Better Life Group Co., Ltd.

Statements of Comprehensive Income

For the Years Ended December 31, 2021 and 2020

Unit: NTD thousands

		2021		2020
		Amount	%	Amount	%
4000	Operating income (Note 6(18))	\$ 136,378	100	205,278	100
5000	Operating costs (Note 6(4))	130,332	96	190,102	93
	Gross profit	6.046	$\overline{4}$	15.176	$\overline{7}$
6000	Operating expenses (Notes 6(13), (14), and 7):
6100	Selling expenses	16,112	12	17,169	8
6200	General and administrative expenses	36,976	27	38,964	19
		53,088	39	56,133	$\overline{27}$
	Net operating loss	(47, 042)	(35)	(40, 957)	(20)
	Non-operating income and expenses (Notes 6(13), (20), and 7):
7100	Interest income	3,197	2	3,864	2
7010	Other income	4,301	3	2,703	1
7020	Other gains and losses	9,611	7	(3)
7050	Financial costs	(14,776)	(11)	(13,311)	(6)
7070	Share of profit or loss of subsidiaries, associates, and joint ventures recognized using equity method	12,154	9	(14,071)
	(Note $13$ )				(7)
	Total non-operating income and expenses	14,487	10	(20, 818)	(10)
7900	Net loss before tax	(32, 555)	(25)	(61, 775)	(30)
7950	Less: Income tax expenses (Note 6(15)	1,122	1
8200	Net loss for the period	(33,677)	(26)	(61, 775)	(30)
8300	Other comprehensive income (Note 6(16))
8310	Items that will not be reclassified subsequently to profit or loss
8316	Unrealized gains or losses on equity instrument investments at fair value through other comprehensive income	3,414	3
8349	Less: Income tax related to items not reclassified
	Total items that will not be reclassified subsequently to profit or	3,414	3
	loss
8360	Items that may subsequently be reclassified to profit or loss
8380	Share of other comprehensive income of subsidiaries, associates, and joint ventures recognized using equity method - items that may be	(76)		525
	reclassified to profit or loss
8399	Less: Income tax related to items that may be reclassified to profit or
	loss
	Total items that may subsequently be reclassified to profit or loss	(76)	$\overline{\phantom{a}}$	525
8300	Other comprehensive income for the current period	3,338	3	525
	Total comprehensive income for the current period	\$ (30, 339)	(23)	(61,250)	(30)
	Loss per share (Note $6(17)$ )
9750	Basic loss per share (NTD)	\$	(0.34)		(0.62)
9850	Diluted loss per share (NTD)	\$	(0.34)		(0.62)

(Please refer to the notes to parent company only financial statements) Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

	Share capital			Retained earnings	Exchange	Unrealized gain
					translation of statements of difference on financial	(loss) on financial value through assets at fair other
	Common stock	Capital surplus	Legal reserve	Undistributed earnings	operations foreign	comprehensive income	Total equity
Balance on January 1, 2020	1,002,654 ↮		4,320 $\subseteq$	(320, 766)	(435)	(19.796)	666,087
Net loss for the period				(61, 775)			(61, 775)
Other comprehensive income for the current					525		525
Total comprehensive income for the current period				(61, 775)	525		(61,250)
period
Balance on December 31, 2020 Net loss for the period	1,002,654		4,320 110	(33, 677) (382, 541)	$\delta$	(19, 796)	604,837 (33,677)
Other comprehensive income for the current					$\widetilde{\mathcal{O}}$	3.414	3,338
period
Total comprehensive income for the current				(33, 677)	(76)	3.414	(30, 339)
Items recognized as equity components due period		21,828					21,828
to the issuance of convertible bonds - from stock options
Balance on December 31, 2021	.002.654	21.938	320	416,218)		16.382	596.326

Accounting Manager: Huang, Wen-Cheng

Manager: Lin, Jui-Shan

Chairman: Chung, Hsi-Chi

(English Translation of Statements of Changes in Equity Originally Issued in Chinese)

Better Life Group Co., Ltd.

Statements of Changes in Equity

For the Years Ended December 31, 2021 and 2020

Unit: In Thousand New Taiwan Dollars

(English Translation of Statements of Cash Flows Originally Issued in Chinese)

Better Life Group Co., Ltd.

Statements of Cash Flows

For the Years Ended December 31, 2021 and 2020

Unit: NTD thousands

	2021	2020
Cash flow from operating activities:
Net loss before tax for the current period	\$ (32, 555)	(61, 775)
Adjustments:
Income and expenses
Depreciation expense	3,610	5,167
Amortization expense	179	135
Interest expense	14,776	13,311
Interest income	(3,197)	(3,864)
Share of (profit) loss of subsidiaries, associates, and joint ventures	(12, 154)	14,071
recognized using equity method
Loss on disposal and scrapping of property, plant and equipment	205
Gain on reversal of property, plant and equipment	(11, 787)
Gain on lease modifications	(400)	(1)
Total income and expenses	(8,768)	28,819
Changes in assets/liabilities related to operating activities:
Net change in assets related to operating activities:
Notes receivable	875	850
Accounts receivable	(43,050)
Inventories	55,329	16,811
Prepayments	13,184	(16,305)
Other financial assets	(20, 531)	4,503
Construction deposits paid	(27, 647)	(3,308)
Incremental cost of obtaining contracts	(12, 116)	3,381
Total net change in assets related to operating activities	(33,956)	5,932
Net change in liabilities related to operating activities:
Contract liabilities	26,842	6,135
Notes payable	(4,037)	10,137
Accounts payable	(8,218)	(2,141)
Other payables	765	1,803
Non-current liabilities	6,342	20,395
Other financial liabilities - current	3	(18, 846)
Total net change in liabilities related to operating activities	21,697	17,483
Total net change in assets and liabilities related to operating	(12, 259)	23,415
activities
Total adjustments	(21, 027)	52,234
Cash outflow from operations	(53, 582)	(9, 541)
Interest received	3,197	3,864
Interest paid	(13,087)	(11,221)
Income tax paid	(1,122)
Net cash outflow from operating activities	(64, 594)	(16,898)

(English Translation of Statements of Cash Flows Originally Issued in Chinese) Better Life Group Co., Ltd.

Statements of Cash Flows (Continued)

For the Years Ended December 31, 2021 and 2020

Unit: NTD thousands

	2021	2020
Cash flow from investing activities:
Financial assets (payment returned due to capital reduction) at fair value through other comprehensive income - non-current	4,098	2,820
Acquisition of investment using the equity method		(61, 826)
Acquisition of property, plant and equipment	(205)
Guarantee deposits paid	570	1,758
Other receivables - related parties		18,193
Acquisition of intangible assets		(267)
Other financial assets	3,147	3,307
Net cash inflows (outflows) from investing activities	7,610	(36,015)
Cash flow from financing activities:
Increase (decrease) in short-term borrowings	(183, 631)	377,424
Increase (decrease) in short-term notes payable	(27, 304)	(459, 594)
Lease principal repaid	(3,032)	(4,967)
Corporate bonds issued	295,000
Net cash inflows (outflows) from financing activities	81,033	(87, 137)
Increase (decrease) in cash and cash equivalents in the current period	24,049	(140, 050)
Balance of cash and cash equivalents at the beginning of the period	10,432	150,482
Balance of cash and cash equivalents at the end of the period	34,481	10,432

(Please refer to the notes to parent company only financial statements) Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan Accounting Manager: Huang, Wen-Cheng

Better Life Group Co., Ltd. Notes to parent company only Financial Statements For the Years Ended December 31, 2021 and 2020 (NTD thousands unless otherwise specified)

L. Organization and Operations

Better Life Group Co., Ltd. (hereinafter referred to as the "Company") was established on June 30, 1978 after approved by the Ministry of Economic Affairs. Its registered address is 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City. In October 1989, its stock was approved for being listed on the Taiwan Stock Exchange for trading. The Company's original name was Kaiju Co., Ltd. and it was renamed Better Life Group Co., Ltd. as approved by the shareholders' meeting on June 26, 2009, referenced Letter Shou-Shang No. 09801153160 from the Ministry of Economic Affairs.

The Company's principal business is to contract construction companies to build public housing projects and commercial buildings for lease out and sales.

II. The Authorization of Financial Statements

The parent company only financial statements have been approved and released by the Board of Directors on March 16, 2022.

III. Application of New and Revised International Financial Reporting Standards

• (I) Impact of adoption of new and revised standards and interpretations endorsed by the FSC The Company has adopted the new and revised IFRS since January 1, 2021, which has not caused a material impact on the parent company only financial statements.
• Amendments to IFRS 4 (Deferral of effective date of IFRS 9)
• Interest Rate Benchmark Reform—Phase 2—Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16

The Company has adopted the new and revised IFRS since April 1, 2021, which has not caused a material impact on the parent company only financial statements.

• Amendment to IFRS 16 (COVID-19-Related Rent Concessions After June 30, 2021)
• (II) Impact of not adopting the IFRSs endorsed by the FSC

The Company has assessed the application of the newly revised IFRS that have taken effect on January 1, 2022, which will not cause a material impact on the parent company only financial statements.

• Amendments to IAS 16 (Property, Plant and Equipment Proceeds before Intended Use)
• Amendments to IAS 37 (Onerous Contracts Cost of Fulfilling a Contract)
• Annual Improvements to IFRSs 2018-2020 Cycle
• Amendments to IFRS 3 (Reference to the Conceptual Framework)

(III) New and revised standards and interpretations not yet endorsed by the FSC

The standards and interpretations that have been issued and revised by the International Accounting Standards Board (IASB) but have not yet been endorsed by the FSC and may be relevant to the Company are as follows:

New and revised		Effective date
standards	Major revisions	announced by IASB
	Amendments to IAS The amendments aim to improve consistency January 1, 2023
	1 (Classification of in the application of the standard to assist
	Liabilities as Current companies in determining whether debts or
or Non-current)	other liabilities with uncertain settlement
	dates shall be classified as current (or likely
	to be due within one year) or non-current on
	the balance sheet.
	The amendments also clarify the requirement
	for classification of debts that may be settled
	by an enterprise through conversion into
	equity.

The Company is currently evaluating the impact of the above standards and interpretations on the Company's financial position and operating results and will disclose relevant impacts when completing the evaluation.

The Company does not expect that other new and revised standards that have not yet been endorsed will have a material impact on the parent company only financial statements.

IV. Summary of Significant Accounting Policies

A summary of the significant accounting policies adopted in the parent company only financial statements is as follows. Except for the description of accounting changes in Note 3, the accounting policies below have been applied consistently throughout the reporting period presented in the parent company only financial statements.

(I) Statement of compliance

The parent company only financial statements have been prepared in accordance with the Regulations

Governing the Preparation of Financial Reports by Securities Issuers.

• (II) Basis of preparation
• 1. Basis for measurement

Except for financial assets at fair value through other comprehensive income, the parent company only financial statements has been prepared at historical cost:

1. Functional currency and currency presented

The Company adopts the currency used in the main economic environment in which it operates as its functional currency. The parent company only financial statements are presented in the Company's functional currency, namely New Taiwan dollars (NTD). All financial information presented in NTD is in the unit of thousands of NTD.

(III) Foreign currency

1. Foreign currency transactions

Foreign currency transactions are translated into functional currency at the exchange rate prevailing on the transaction date. On the end date of each reporting period (hereinafter referred to as the "balance sheet date"), foreign currency monetary items are translated into the functional currency at the exchange rate prevailing on the balance sheet date, and foreign currency non-monetary items measured at fair value are translated into the functional currency at the exchange rate prevailing on the day of measurement. Foreign currency non-monetary items measured at historical cost are translated at the exchange rate prevailing on the transaction date.

Foreign currency translation differences arising from a translation are normally recognized in profit or loss, except for the circumstances below where such differences are recognized in other comprehensive income:

• (1) Equity instrument designated at fair value through other comprehensive income;
• (2) Financial liabilities designated as net investment hedge for foreign operations,
• which are within the effective scope of hedging; or
• (3) Oualified cash flow hedge, which within the effective scope of hedging.
• 1. Foreign operations

Assets and liabilities of foreign operations, including goodwill arising from acquisition and fair value adjustments, are translated into NTD at the exchange rate prevailing on the balance sheet date; income and expense items are translated into NTD at the average exchange rate in the current period. Resulting exchange differences are recognized in other comprehensive income

When the disposal of a foreign operation results in the loss of control, joint control, or material impact, the cumulative exchange differences related to the foreign operation are fully reclassified to profit or loss. In the event of a partial disposal of a subsidiary with foreign operations, the relevant cumulative exchange differences are re-attributed to noncontrolling interests on a pro-rata basis. In the event of a partial disposal of an investment involving an associate or a joint venture of a foreign operation, the relevant cumulative exchange differences are reclassified to profit or loss on a pro rata basis.

If there is no repayment plan for the monetary receivables or payables of an foreign operation and it is impossible to settle the receivables or payables in the foreseeable future, the foreign exchange gains and losses incurred shall be regarded as a part of the net investment in the foreign operation and recognized in other comprehensive income.

(IV) Criteria for classification of current and non-current assets and liabilities

Assets that meet one of the following criteria are classified as current assets; all other assets that are not current assets are classified as non-current assets:

• 1. Assets expected to be realized in the ordinary course of business (usually longer than one year for the construction industry), or intended to be sold or consumed;
• 1. Assets held primarily for the purpose of trading;
• 1. Assets expected to be realized within 12 months after the balance sheet date; or
• 1. Assets that are cash or cash equivalents, excluding assets restricted from being exchanged or used to settle a liability for at least 12 months after the balance sheet date.

Liabilities that meet one of the following criteria are classified as current liabilities; all other liabilities that are not current liabilities are classified as non-current liabilities:

• 1. Liabilities expected to be settled in the ordinary course of business (usually longer than one vear for the construction industry):
• 1. Liabilities held primarily for the purpose of trading;
• 1. Liabilities expected to be settled within 12 months after the balance sheet date; or
• 1. Liabilities with a repayment deadline that cannot be unconditionally deferred for at least 12 months after the balance sheet date. However, the terms of a liability that could, at the option of the counterparty, result in its settlement by issue of equity instruments do not affect its classification.
• (V) Cash and cash equivalents

Cash includes cash on hand and demand deposits. Cash equivalents refer to short-term and highly liquid investments that can be converted into a certain amount of cash at any time and the risk of value changes is very small. Time deposits that meet the aforementioned definition and whose purpose is to satisfy short-term cash commitments in operations are classified as cash equivalents.

(VI) Financial instruments

Accounts receivable and debt securities issued are initially recognized when incurred. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual terms of the financial instruments. Financial assets (except receivables that do not contain significant financial components) or financial liabilities that are not measured at fair value through profit or loss are initially measured at fair value plus transaction costs directly attributable to the acquisition or issuance. Accounts receivable that do not contain significant financial components are initially measured at transaction prices.

1. Financial assets

If the purchase or sale of financial assets conforms to the regular way purchase or sale, the Company shall adopt trade date accounting or settlement date accounting consistently to recognize the purchase or sale of the financial assets in the same category.

Financial assets are classified as financial assets at amortized cost and equity instrument investments at fair value through other comprehensive income upon initial recognition. The Company only reclassifies all affected financial assets from the first day of next reporting period when changing the financial assets management model.

(1) Financial assets at amortized cost

If the financial assets are in alignment with the following criteria and not designated as at fair value through profit or loss, such assets are measured at amortized cost:

• Held under a certain business model, of which the objective is to collect contractual cash flows by holding the financial assets3
• The cash flows on specific dates specified in the contractual terms are solely payments for the principal and interest on the principal amount outstanding.

Such assets are subsequently amortized by the effective interest method plus or less the initially recognized amount using the effective interest method, adjusted for the allowance for losses measured at amortized cost. Interest income, foreign exchange gains or losses, and impairment losses are recognized in profit or loss. Upon derecognition, the gain or loss is included in profit or loss.

(2) Financial assets at fair value through other comprehensive income Upon initial recognition, the Company may make an irrevocable election to recognize subsequent changes in fair value of equity instrument investments not held for trading in other comprehensive income. The foregoing election is made as per each instrument.

Equity instrument investments are subsequently measured at fair value. Dividend income (unless it clearly represents a recovery of part of the investment) is recognized in profit or loss. The remaining net gain or loss is recognized in other comprehensive income and is not reclassified to profit or loss.

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financial asset. Evidence that indicates a financial asset is credit-impaired includes the observable information below:

• The borrower or issuer encountered significant financial difficulties;
• Default, such as delayed or overdue payment for more than 360 days;
• $\bullet$ The Company, for financial or contractual reasons related to the borrower's financial difficulties, grants the borrower a concession that the borrower would not otherwise consider
• The borrower is likely to file for bankruptcy or other financial restructuring; or
• The active market for the financial asset disappears due to financial difficulties.

The allowance for losses for a financial asset measured at amortized cost is deducted from the carrying amount of the asset. The allowance for losses on investment in debt instruments at fair value through other comprehensive income is with profit or loss adjusted and recognized in other comprehensive income (without reducing the carrying amount of the asset)

When the Company cannot reasonably expect to recover the whole or part of an financial asset, it directly reduces the total carrying amount of the financial asset. For individuals, the Company's policy is to write off the total carrying amount of an financial asset when it is overdue for more than 360 days based on the past experience of similar assets. For companies, the Company analyzes the timing and amount of write-off for each company on the basis of whether it can reasonably expect to recover the financial asset. The Company does not expect a material reversal of an amount written off. However, financial assets that have been written off are still enforceable to be aligned with the Company's procedures for recovering overdue amounts.

(4) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash inflow from the financial asset expire, when it transfers the financial assets and substantially all the risks and rewards of ownership of the asset to another party, or when it has not transferred, retained substantially all the risks and rewards of ownership, and retained control over the financial asset

For transfer of transfer financial assets, if the Company has retained all or substantially all the risks and rewards of ownership of the asset to be transferred, it continues to recognize the asset on the balance sheet.

• 1. Financial liabilities and equity instruments
• (1) Classification of liabilities and equity

Debt and equity instruments issued by the Company are classified as financial liabilities or equity as per the substance of a contractual agreement and the definition of financial liabilities and equity instruments.

(2) Equity transactions

Equity instrument refers to any contract that demonstrates the Company's remaining interest in assets less all of its liabilities. Equity instruments issued by the Company are recognized at the acquisition price less direct issue costs.

(3) Financial liabilities

Financial liabilities are classified as those at amortized cost or at fair value through profit or loss. Financial liabilities are classified at fair value through profit or loss if they are held for trading, derivatives, or designated upon initial recognition. Financial liabilities at fair value through profit or loss are measured at fair value and the

relevant net gain and loss, including any interest expense, is recognized in profit or $loss.$

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and exchange gains or losses are recognized in profit or loss. Any gain or loss is also recognized in profit or loss upon derecognition.

(4) Derecognition of financial liabilities

The Company derecognizes financial liabilities when contractual obligations have been fulfilled, cancelled, or expired. When the terms of financial liabilities are revised and the cash flow of the revised liabilities is significantly different, the initial financial liabilities are derecognized, and new financial liabilities are recognized at fair value as per the revised terms.

When a financial liability is derecognized, the difference between its carrying amount and the total consideration paid or payable (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

(5) Offset of financial assets and liabilities

Financial assets and financial liabilities are offset and presented in an net amount on the balance sheet only when the Company has legally enforceable rights to offset financial assets and financial liabilities and intends to settle on a net basis or to realize assets and settle liabilities simultaneously.

(VII) Inventories

The initial cost of inventories is the expenditure necessary to bring inventories to a condition and location ready for sale or construction. Development costs of property include construction, land, borrowing, and project costs incurred during the development period. Upon completion, the construction in progress will be reclassified to the buildings and land held for sale, and the operating costs will be reclassified as per the proportion of sales to the development costs of the property. Subsequently, it will be measured at the lower of cost or net realizable value. When the cost of inventory is higher than the net realizable value, the cost should be written down to the net realizable value, and the amount written down should be recognized in cost of sales in the current period. The methods for determining the net realizable value are as follows:

• 1. Construction land: Net realizable value is calculated based on replacement cost or estimated selling price (as per the market condition at the time) less estimated selling expenses.
• 1. Construction in progress: The net realizable value is calculated based on the estimated selling price (according to the market condition at the time) less the costs and selling expenses required till completion.
• 1. Buildings and land held for sale: Net realizable value is calculated based on estimated selling price (as per the market condition at the time) less estimated selling expenses.
• (VIII) Investment in subsidiaries

When preparing the parent company only financial statements, the Company adopts the equity mthod to valuate the investees over which the Company has control. With the equity method, the current profit or loss and other comprehensive income in the parent company only financial statements are the same as the current profit or loss and other comprehensive income attributable to the owners of the parent company in the consolidated financial statements. The owner's equity in the parent company only financial statements is the same as the equity attributable to the owners of the parent company in the consolidated financial statements. Changes in the Company's ownership interests in subsidiaries that do not result in the loss of its control over them are treated as equity transactions with the owners.

(IX) Investment property

Investment property refers to property held for earning rents or asset appreciation or both, but not for sale in normal business activities, production, provision of goods or services, or for administrative purposes. Investment property is initially measured at cost, and subsequently measured at cost less accumulated depreciation and accumulated impairment. The depreciation method, useful life, and residual value are handled in accordance with the rules of property, plant and equipment.

Gains or losses on the disposal of investment property (calculated as the difference between the net proceed from the disposal and the carrying amount of the property) are recognized in profit or loss.

Rent income from investment property is recognized in operating income on a straight-line basis over the lease term. The lease incentives are recognized as part of the rent income over the lease term.

• (X) Property, plant and equipment
• 1. Recognition and measurement

Property, plant and equipment are measured at cost (including capitalized borrowing costs) less accumulated depreciation and any accumulated impairment.

When the useful lives of material components of property, plant and equipment are different, they are treated as separate items (major components) of property, plant and equipment.

Gain or loss on disposal of property, plant and equipment is recognized in profit or loss.

• 1. Subsequent cost Subsequent expenditures are capitalized only when it is probable that the future economic benefits will flow to the Company.
• 1. Depreciation

Depreciation is calculated at the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful life of each component. Land is not depreciated.

The estimated useful life for the current and comparative periods are as follows:

Leasehold improvement 5 years

The Company reviews the depreciation method, useful life, and residual value on each balance sheet date and makes appropriate adjustments if necessary.

1. Reclassification to investment property

When the property for self-use is changed into investment property, the property is reclassified as investment property at the carrying amount upon the change of use.

$(XI)$ Lease

The Company assesses whether a contract is or contains a lease on the date of the establishment the contract and determines a contract is or contains a lease if the contract transfers control over the use of the identified asset for a period of time in exchange for consideration.

1. Lessee

The Company recognizes the right-of-use asset and lease liability on the lease commencement date. The right-of-use asset is initially measured at cost, which includes the initially measured amount of the lease liability, adjusted for any lease payments paid on or before the lease commencement date, plus the initial direct costs incurred and the estimated costs for dismantling, removing the asset, or restoring its location or the asset, and less any lease incentives received.

The right-of-use asset is subsequently depreciated on a straight-line basis from the lease commencement date to the end of the useful life of the right-of-use asset or the end of the lease term, whichever is earlier. In addition, the Company regularly assesses whether the right-of-use asset is impaired and accounts for any impairment loss that has occurred, and adjusts the right-of-use asset if the lease liability is remeasured.

The lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. If the interest rate implicit in a lease is easy to be determined, the discount rate is said rate; if it is not easy to determine such a rate, the Company's incremental borrowing rate is adopted. Generally speaking, the Company adopts its incremental borrowing rate as the discount rate.

• Lease payments included in the lease liability measurement include:
• (1) Fixed payments, including substantive fixed payments;
• (2) The lease payment depends on the change in an index or rate, and the index or rate on the lease commencement date is adopted for the initial measurement:
• (3) The residual value guarantee amount expected to be paid; and
• (4) The exercise price or penalty to be paid when it is reasonably ascertain that the purchase or lease termination will be executed.

Interest on lease liabilities is subsequently accrued using the effective interest method, and the amount is re-measured under each of the circumstances below:

• (1) Changes in the index or rate used to determine lease payments result in changes in future lease payments;
• (2) There is a change in the residual value guarantee amount expected to be paid:
• (3) There is a change in the evaluation of the option of purchasing the asset;
• (4) A change in the evaluation of whether to extend or terminate a lease has resulted in a change in the evaluation of the lease term;
• (5) The subject leased, scope of lease, or other terms are modified.

When the lease liability is re-measured due to the aforementioned changes in the index or rate used to determine the lease payment, changes in the residual value guarantee amount, and changes in the evaluation of the purchase, extension, or termination, the carrying amount of the right-of-use asset is adjusted accordingly. When the carrying amount of the right-of-use asset has been reduced to zero, the remaining remeasured amount is recognized in profit or loss.

For lease modifications with a reduced scope of the lease, the carrying amount of the rightof-use asset is reduced to reflect the partial or full termination of the lease, and the difference between said amount and the remeasured amount of the lease liability is recognized in profit or loss.

The Company presents right-of-use assets and lease liabilities not in alignment with the definition of investment property on a separate line in the balance sheet.

For short-term leases of buildings and transportation equipment and leases of low-value assets, the Company elects not to recognize right-of-use assets and lease liabilities and recognizes relevant lease payments in expenses on a straight-line basis over the lease term instead

$2 \text{ I essor}$

Transactions in which the Company is the lessor are classified on the lease commencement date as per whether a lease contract is with substantially all risks and rewards attached to the ownership of the asset transferred; if so, such a contract is classified as a finance lease, otherwise it is classified as an operating lease. During

evaluation, the Company considers relevant specific indicators, including whether the lease term covers a major part of the economic life of the asset.

If the Company is a sublessor, it accounts for headlease and sublease transactions separately and classifies sublease transactions based on the right-of-use assets derived from a headlease. If a headlease is a short-term lease to which recognition exemption applies, the sublease transaction derived therefrom should be classified as an operating lease.

If an agreement contains lease and non-lease components, the Company allocates the consideration in the agreement as per IFRS 15.

(XII) Intangible assets

1. Recognition and measurement

The Company acquires other intangible assets with finite useful life, including computer software, which are measured at the cost less accumulated amortization and accumulated impairment.

1. Subsequent expenditure

Subsequent expenditure is capitalized only to the extent that the future economic benefits of a specific asset will increase. All other expenditures are recognized in profit or loss as incurred.

1. Amortization

Amortization is calculated at the cost of the asset less the estimated residual value and is recognized in profit or loss using the straight-line method over the estimated useful life from when an intangible asset becomes available for use.

The estimated useful life for the current and comparative periods are as follows:

Computer software 3 years

The Company reviews the amortization method, useful life, and residual value of intangible assets on each balance sheet date and makes appropriate adjustments if necessary.

(XIII) Impairment of non-financial assets

The Company evaluates if there is any sign of impairment of non-financial assets at the balance sheet date. The Company estimates the recoverable amount of such assets with a sign of impairment. The Company test the impairment of good will.

Impairment testing aims at the smallest identifiable group of assets that

generates cash inflows that are largely independent of the cash inflows

from other assets or groups of assets. Goodwill acquired in a business combination is allocated to each cash-generating unit or group of cash-generating units that is expected to benefit from the synergies of the combination.

The recoverable amount is the higher of the individual asset or the air value of the cashgenerating unit less cost of disposal and its value in use. In assessing value in use, estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects present market assessments of the time value of money and the risks specific to the asset or cash-generating unit.

An impairment loss is recognized when the recoverable amount of an individual asset or cashgenerating unit is lower than the carrying amount thereof.

Impairment losses are recognized immediately in current profit or loss with the carrying amount of the cash-generating unit's amortized goodwill reduced first; then the carrying amount of each asset in proportion to the carrying amount thereof in the unit reduced.

Goodwill impairment losses are not reversed. Non-financial assets other than goodwill are reversed only when it does not exceed the carrying amount (less depreciation or amortization)

that would have been determined if such assets had not been recognized for impairment losses in prior years.

(XIV) Provision for warranty liability

The recognition of provision is a present obligation due to past events, which makes it probable that the economic resources may flow out from the Company to settle the obligation in the future and the amount of the obligation can be estimated reliably. The provision is discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability, and the amortization of the discount is recognized in interest expense.

Provision for warranty liability is recognized when goods or services are sold and is measured based on historical warranty information and all probable outcomes weighted by respective probabilities.

• (XV) Revenue recognition
• 1. Revenue from customer contracts

Revenue is measured as the consideration to which the transfer of goods or services is expected to be entitled. The Company recognizes revenue when the control over goods or services is transferred to customers and its performance obligations are fulfilled. The Company's main revenue items are described as follows:

(1) Land development and property sales

The Company develops and sells residential property and often launches pre-sale property projects during or before construction. The Company recognizes revenue when control over property is transferred. Due to contractual restrictions, property usually has no other uses for the Company. However, after the legal ownership of property is transferred to a customer, the Company has an enforceable right to receive a payment for the contract performed so far. Therefore, the Company recognizes revenue when the legal ownership of property is transferred or handed over to a customer.

Revenue is measured at the transaction price in the contractual agreement. If it is a sale of a finished property project, the consideration, in most cases, can be collected when the legal ownership of property is transferred. In a few cases, the payment can be deferred as per the contractual agreement but cannot be deferred for over 12 months. Thus, transaction prices are not adjusted to reflect the effect of significant financial components. In the case of a pre-sale property project, the payment is usually collected in installments during the period from when the contract is signed to when the property is transferred to a customer. If the contract contains a significant financial component, the transaction price is adjusted as per the borrowing rate for the project during said period to reflect the effect of time value of money. Advance receipts are recognized in contract liabilities, and interest expenses and contract liabilities are recognized when it is determined that the effect of the time value of money needs to be adjusted. The cumulative contract liabilities are reclassified to revenue when the property is transferred to a customer.

Some contracts include multiple items to be delivered, such as the sale of residential property and interior design services, which are regarded as a separate performance obligation and the transaction price is amortized on a stand-alone selling price basis. If no directly observable price is available, the stand-alone selling price is estimated based on expected cost plus margin. The interior design service is recognized in revenue when the service is completed.

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Deferred tax is recognized based on the temporary differences between the carrying amounts of an asset and liability for financial reporting purposes and its tax base. Temporary differences arising from the circumstances below are not recognized in deferred tax:

• 1. Assets or liabilities are initially recognized for a transaction that is not a business combination, and such assets or liabilities does not affect accounting profit and taxable income (loss) at the time of the transaction:
• 1. For temporary differences arising from investments in subsidiaries, associates, and joint venture interests, the Company can control the timing of the reversal of such temporary differences and it is likely that they will not be reversed in the foreseeable future; and
• 1. Taxable temporary differences arises from the initial recognition of goodwill. Unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized, as well as deductible temporary differences are recognized in deferred tax assets. It is reassessed at each balance sheet date to reduce the relevant income tax benefits to the extent that it is not probable that they will be realized; or to reverse the previously reduced amount to the extent that it becomes probable that sufficient taxable income will be available.

Deferred tax is measured at the tax rate at which the temporary difference is expected to reverse, based on tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date, with tax-related uncertainties reflected.

The Company will offset deferred tax assets and deferred tax liabilities only when the criteria below are met at the same time:

• 1. Has the statutory enforcement power to offset current income tax assets and current income tax liabilities; and
• 1. Deferred tax assets and deferred tax liabilities are related to one of the following taxpayers with income tax levied by the same tax authority:
• (1) The same taxpayer; or
• (2) Different taxpayers but each taxpayer intends to settle the current tax liabilities and assets on a net basis or to realize both in each future period, in which significant amounts of deferred tax assets are expected to be recovered and deferred tax liabilities are expected to be settled.
• (XVIII) Earnings per share

The Company presents basic and diluted earnings per share attributable to holders of the Company's ordinary shares. The Company's basic earnings per share is calculated by dividing the profit or loss attributable to the equity holders of the Company's ordinary shares by the weighted average number of ordinary shares outstanding in the current period. Diluted earnings per share is calculated by having the profit or loss attributable to the equity holders of the Company's ordinary shares and the weighted average number of ordinary shares outstanding adjusted for the effect of all potential dilutive ordinary shares.

(XIX) Segment information

The Company has disclosed segment information in the consolidated financial statements, so does not disclose such information in the parent company only financial statements.

$V_{\cdot}$ Critical Accounting Judgements and Key Sources of Estimation and Uncertainty

When the management prepares the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, it shall make judgments, estimates, and assumptions, which will affect the accounting policies adopted and the amounts of assets, liabilities, income, and expenses presented. Actual results may differ from estimates.

The management continues to review estimates and basic assumptions, and changes in accounting estimates are recognized in the period in which they are changed and future periods affected.

The accounting policies involve significant judgement, and the information with a material impact on the amounts recognized in this parent company only financial statements is as follows: None.

The uncertainties in the following assumptions and estimates with significant risks of causing the carrying amount of assets and liabilities to be adjusted significantly in the next fiscal year and the impact of the COVID-19 pandemic has been reflected. The relevant information is as follows: Inventory valuation

As inventories should be measured at the lower of cost or net realizable value, the Company's assessment of the net realizable value of inventories on the balance sheet date is an estimate based on future selling prices in the market and construction costs. Being susceptible to political and economic environments, the net realizable value may undergo significant changes. Please refer to Note 6(4) for details of inventory valuation.

VI. Summary of Significant Accounting Items

(I) Cash and cash equivalents

	2021.12.31	2020.12.31
Cash on hand	142	167
Demand deposit	34,321	4,271
Checking deposit		5.994
Cash and cash equivalents listed in the statements of cash flows	34.481	10.432

Please refer to Note $6(21)$ for the information on the interest rate risk and sensitivity analysis of the Company's financial assets and liabilities.

(II) Financial assets at fair value through other comprehensive income (FVTOCI)

	2021.12.31	2020.12.31
Equity instrument at fair value through other comprehensive income:
Domestic unlisted stock - Tech Alliance Corp.	3.667	3,784
Domestic unlisted stock - Technology Associates Corporation	274	612
Domestic unlisted stock - Shin Kong Real Estate Management Co.,	1.890	2.300
Ltd.
Foreign unlisted stock - World Join International Ltd.	12,113	11.932
Total	17 944	18.628

1. Equity instrument investments at fair value through other comprehensive income:

These equity instrument investments held by the Company are for long-term strategic investment and are not held for trading purposes, so they have been designated as measured at fair value through other comprehensive income.

Tech Alliance Corp. and Technology Associates Corporation invested by the Company had the cash capital reduction proposals passed at their general meeting of shareholders on July 6, 2021 and June 30, 2020, respectively, and set August 2, 2021 and September 1, 2020 as the record date of capital reduction, respectively; the capital refunded for the capital reduction was NT\$4,098,000 and NT\$2,820,000, respectively. As of December 31, 2021, all the capital refund receivable had been recovered.

The Company did not dispose of its strategic investments in 2021 and 2020, and the cumulative profits or losses during these periods were not reclassified in equity.

1. Please refer to Note $6(21)$ for market risk information.

2. The Company's above financial assets have not been pledged as collateral.

(III) Notes and accounts receivable

	2021.12.31	2020.12.31
Notes receivable - from operations	394	1,269
Accounts receivable at amortized cost	47.262	4.212
Less: Allowance for losses	(4.212)	(4.212)
	43.444	.269

The Company adopts a simplified approach to estimate expected credit losses for all notes and accounts receivables, which are measured at lifetime expected credit losses. To this end, such notes and accounts receivables are grouped by common credit risk characteristics that represent a customer's ability to pay all amounts due as per the contract terms with forwardlooking information incorporated. The Company's expected credit loss analysis for the notes and accounts receivable is as follows:

		2021.12.31
	Carrying amounts of notes and accounts receivable	Weighted average expected credit loss rate	Allowance for lifetime expected credit losses
Not past due	\$ 43,444
Overdue for more than 360 days	4,212	100%	4,212
	47.656		4.212
		2020.12.31
	Carrying amounts of notes and accounts receivable	Weighted average expected credit loss rate	Allowance for lifetime expected credit losses
Not past due	\$ 1,269
Overdue for more than 360 days	4,212	100%	4,212
	\$ 5.481		4.212

The changes in allowances for losses on the Company's notes and accounts receivable are as follows: $\frac{1}{2}$ $\frac{1}{2}$

	202	2020
Opening balance (ending balance)

As of December 31, 2021 and 2020, the Company's notes and accounts receivable were not pledge as collateral.

$(IV)$ Inventories

	2021.12.31	2020.12.31
Construction business:
Buildings and land held for sale	\$ 622,620	709,920
Construction in progress	213,896	49,296
L and held for construction site		131,003
	836,516	890,219
Inventory expected to be recovered after more than 12 months	441,049	559,943
The details of operating costs are as follows:
	2021	2020
Buildings and land held for sale reclassified after sold	130,332	190.1

• 1. In 2021 and 2020, please refer to Note 6(20) for information on the Company's interest capitalization.
• 1. As of December 31, 2021 and 2020, the Company's inventories were not pledge as collateral. See Note 8.

(V) Prepayments

	2021.12.31	2020.12.31
Construction business - Sample house interior design cost	7.029	21,746
Construction business - Pre-construction development costs	52,422	53.993
Others	2.265	728
	61.716	76.467

(VI) Investment using the equity method

			The Company's investments using the equity method at the balance sheet date are listed below:

		2021.12.31	2020.12.31
Subsidiaries	١D	686 --	508

1. Please refer to the 2021 consolidated financial statements for information on subsidiaries.

2. As of December 31, 2021 and 2020, the Company's investments using the equity method were not pledged as collateral.

(VII) Property, plant and equipment

The details of the changes in cost, depreciation, and impairment losses of the Company's property, plant and equipment in 2021 and 2020 are as follows:

	Land	Leasehold improvements	Other equipment	Total
Cost or deemed cost:
Balance on January 1, 2021	\$ 82,029	632		82,661
Addition			205	205
Reclassification to investment property	(76, 647)			(76, 647)
Disposal		(632)		(632)
Balance on December 31, 2021	5,382		205	5,587
Balance on January 1, 2020	82,029	632		82,661
Balance on December 31, 2020	82,029	632		82,661
Depreciation and impairment losses:
Balance on January 1, 2021	\$ 17,169	323		17,492
Depreciation for the current period		104	9	113
Impairment loss reversed	(11, 787)			(11,787)
Disposal		(427)		(427)
Balance on December 31, 2021	5.382			5,391
Balance on January 1, 2020	\$ 17,169	195		17,364
Depreciation for the current period		128		128

	Land	Leasehold improvements	Other equipment	Total
Balance on December 31, 2020	17.169	323		7.492
Book value:
December 31, 2021			196	196
December 31, 2020	64.860	309		65.169
January 1, 2020	64,860			65,297

• 1. Please refer to Note 8 for details of the collateral for bank loans and financing facilities as of December 31, 2021 and 2020.
• 1. As part of the land is agricultural land, and the land use should be changed before the ownership can be obtained, such a part of the land was registered in the name of an individual. At present, the protection measures, including an entrustment contract and a trust deed have been signed with said individual, and the land parcel will be transferred to the Company at an appropriate time. Said agricultural land has been reclassified to investment property.
• 1. Reclassification to investment property

The Company signed a land lease agreement with the lessee on November 25, 2021 to establish a solar power zone, and reclassified the property as investment property at the carrying amount upon change of use. As the fair value was higher than the book value on the date of change of use, the initially recognized impairment loss reversed amounted to NT\$11,787,000. The comparative method was mainly adopted, supplemented by the land development analysis method, to compare the price and analyze and adjust the fair value, which belongs to Level 3.

(VIII) Investment property

Investment property includes land leased out by the Company to lessees under operating leases. The initial period of the leased investment property is 20 years. At the end of a lease term, the Company will negotiate subsequent lease terms with a lessee.

The details of the changes in the Company's investment property in 2021 are as follows:

	Land and improvements	Total
Cost or deemed cost:
Balance on January 1, 2021	\$
Addition	6,400	6,400
Reclassified from property, plant and equipment	76,647	76,647
Balance on December 31, 2021	83,047	83,047
Depreciation and impairment losses:
Balance on January 1, 2021
Balance on December 31, 2021
Carrying amount:
December 31, 2021	83,047	83,047
Fair value:
December 31, 2021		208.09

The fair value of investment property is based on independent appraisers' valuation (who possess relevant recognized professional qualifications and recent experience related to the investment property valuated in terms of location and type). The input used in the fair value valuation technique is level 3 input.

To improve the use efficiency of land, the Company decided to lease the land to others to set up solar power system facilities, so it was reclassified from property, plant and equipment to investment property (please refer to Note 6(7) for details). Said lease contract includes the initial lease term, and the subsequent lease term is negotiated with the lessee, and no contingent rent is charged.

Please refer to Note 8 for details of the Company's investment property pledged as collateral. $(IX)$ Right-of-use assets

The details of cost and depreciation of the Company's leased land, buildings, machinery and equipment, and transportation equipment are as follows: Office $\mathbf{T}$ and a set of $\mathbf{A}$ and $\mathbf{A}$

	Land	Buildings	1 ransportation equipment	equipment	Total
Cost of right-of-use assets:
Balance on January 1, 2021	\$ 547	16,317	1,107	225	18,196
Addition		13,198			13,198
Decrease	(547)	(16,317)			(16, 864)
Balance on December 31, 2021	\$	13,198	1,107	225	14,530
Balance on January 1, 2020	\$ 681	19,904	3,162	234	23,981
Addition			1,107		1,107
Decrease			(3,162)		(3,162)
Rent modification	(134)	(3,587)		(9)	(3,730)
Balance on December 31, 2020	547	16,317	1,107	225	18,196
Depreciation and impairment losses of right-of-use assets:
Balance on January 1, 2021	\$ 221	7,310	15	92	7,638
Depreciation	45	3,038	369	45	3,497
Decrease	(266)	(9,888)			(10, 154)
Balance on December 31, 2021	\$	460	384	137	981
Balance on January 1, 2020	\$ 136	3,981	1,620	47	5,784
Depreciation for the current period	108	3,329	1,557	45	5,039
Decrease			(3,162)		(3,162)
Rent modification	(23)				(23)
Balance on December 31, 2020	221	7.310	15	92	7,638
Book value:
December 31, 2021		12,738	723	88	13,549
December 31, 2020	326	9.007	1.092	133	10,558
January 1, 2020	545	15,923	1.542	187	18,197

$(X)$ Short-term borrowings

The details of the Company's short-term borrowings are as follows:

	2021.12.31	2020.12.31
Unsecured bank borrowings		10.000
Secured bank borrowings	423,053	596,684
Total	423,053	606,684
Facilities not yet drawn	415,207	290.576
Interest rate range	$1.85\%$ $-2.09\%$	$1.85\% \sim 2.12\%$

Please refer to Note 8 for the details of the Company's assets pledged for bank borrowings.

(XI) Short-term notes payable

The details of the Company's short-term notes payable are as follows: $0.0001000$

		2020.12.31
	Guarantee or acceptance
	institution	Interest rate range	Amount
	Bills Company A	$1.94\%$	27,000
Less: Discounted short-term
notes payable
Total			26,989

Please refer to Note 8 for the details of the Company's short-term notes payable pledged for bank borrowings.

(XII) Corporate bonds payable

The information on the Company's corporate bonds payable is as follows:

	2021.12.31
Amount of ordinary corporate bonds issued	300,000
Unamortized balance of discounted corporate bonds payable	(23,970)
Cumulative amount of redemption
Cumulative amount of conversion
Balance of corporate bonds payable at the end of the period	276.030

Equity components - conversion right (recognized in capital surplus- stock options): Please refer to Note $6(16)$ for details.

Interest expenses: Please refer to Note 6(20) for details.

The main rights and obligations attached to the Company's issued and outstanding secured convertible corporate bonds are as follows:

Item	The first issue of secured convertible corporate bonds in 2021
Total issue	NT\$300,000,000
lamount
Issue date	2021.9.24
Issue period	2021.9.24~2024.9.24
Coupon rate	$0\%$
Trustee	Land Bank of Taiwan Co., Ltd.

Item	The first issue of secured convertible corporate bonds in 2021
Repayment method	Unless the bondholders apply for conversion into the Company's ordinary shares as per the Company's conversion method, or the Company redeems them in advance as per the conversion method, or securities firms buy back and cancel them, the Company will redeem the bonds in cash in a lump sum upon maturity.
Redemption method	From the day following the full three months after the issue of the convertible corporate bonds (December 25, 2021) to 40 days before the end of the issue period (August 15, 2024), if the closing price of the Company's ordinary shares exceeds the current conversion price by 30% or higher for 30 consecutive business days, or when the balance of the outstanding convertible corporate bonds is lower than 10% of the initial total issue amount, the Company may redeem the bonds in advance.
Conversion method	Conversion period From the day following the full three months after the issue date of the convertible corporate bonds (December 25, 2021) to the maturity date (September 24, 2024), the bondholders shall convert the bonds into the Company's ordinary shares as per the conversion method.
Conversion price	NT\$15.8

(XIII) Lease liabilities

The Company's lease liabilities are as follows:

	2021.12.31	2020.12.31
Current	2 Q10	3,527
Non-current	100	7,437

Please refer to Note $6(21)$ on financial instruments for maturity analysis, The amounts recognized in profit or loss are as follows: $2021$

	ZUZI	ZUZU
Interest expense on lease liabilities
Expense on short-term leases

$2020$

Amounts recognized in the statements of cash flows are as follows:

	2021	2020
Total cash outflow from leases	2772

The Company leases in buildings as offices, and the lease terms of the offices range from one to five years. In addition, the Company leases in parking space, machinery, and transportation equipment, with the lease terms ranging from one to three years.

The above lease contracts contain an option for lease extension, which is only enforceable by the Company and not by the lessor. When it is not reasonably certain that an option to extend the lease term will be exercised, payments related to the period covered by the option are not included in the lease liabilities.

Also, the lease term of some transportation equipment leased by the Company is three years, and these leases are short-term leases. The Company elects to apply the exemption from

recognition and does not recognize the relevant right-of-use assets and lease liabilities.

(XIV) Employee benefits

Defined contribution plan

The Company's defined contribution plan is as per the Labor Pension Act, and the Company makes a contribution equal to 6% of each employee's monthly salary to employees' individual pension accounts under the Bureau of Labor Insurance. Under this plan, after the Company has provided a fixed amount to the Bureau of Labor Insurance, it has no legal or constructive obligation to pay additional amounts.

The Company's pension expenses under the defined contribution plan in 2021 and 2020 were NT\$698,000 and NT\$780,000, respectively, which have been contributed to the Bureau of Labor Insurance.

• $(XV)$ Income tax
• 1. Income tax expense

The details of the Company's income tax expenses for 2021 and 2020 are as follows:

ZUZ I	ZUZU
	-
	-
	$\overline{\phantom{a}}$

The reconciliation between the Company's income tax expense and net loss before tax in $2021$ and $2020$ is as follows: . . . . .

	2021	2020
Net loss before tax	(32, 555)	(61, 775)
Income tax calculated at the domestic tax rate where the	(6,735)	(12,355)
Company is located
Land value increment tax	1,122
Book-tax difference	639	410
Unrealized investment (income) loss	(2, 431)	2,814
Book-tax difference in capitalized interest	1,109	1,347
Current tax losses on unrecognized deferred tax assets	7,505	7,852
Changes in unrecognized temporary differences	187	(68)
Total	1.122

• 1. Deferred tax assets
• Unrecognized deferred tax assets

Items not recognized in deferred tax assets by the Company are as follows: لأمرج ولماه

	2021.12.31	2020.12.31
Deductible temporary differences	747	833
Tax loss	95.464	87.695
	96.211	88.528

Taxable losses are determined in accordance with the Income Tax Act, and the losses for the previous ten years may be deducted from the net income for the year after being approved by the tax authority before the income is taxed. Such an item is not recognized in deferred tax assets because it is not highly probable that the Company will have sufficient taxable income in the future for the temporary differences.

As of December 31, 2021, the deadlines for using the tax losses that the Company has not recognized in deferred tax assets are as follows:

Losses not yet used	Last valid year
62,773 S	2023
53,343	2024
78,675	2025
75,403	2026
80,915	2028
48,108	2029
40,580	2030
37,524	2031
477,321

1. The Company's profit-seeking enterprise income tax returns filed have been approved by the tax authority up to the year 2019.

(XVI) Capital and other interests

The total amount of the Company's authorized capital as of December 31, 2021 and 2020 was both NT\$6,750,000,000, divided into 675,000,000 shares in both years, with a par value of NT\$10 per share. The paid-in capital is NT\$1,002,654,000, with a par value of NT\$10 per share, and all the capital funds for the outstanding shares have been received.

1. Issue of ordinary shares

On August 4, 2021, the Company's shareholders' meeting passed a resolution to conduct capital increase in cash through a private placement to increase its working capital and enhance future development and authorized the Board of Directors, within a scope of not more than 30,000,000 shares, to conduct capital increase in cash by issuing ordinary shares in one or two tranches through private placement within one year after the resolution was adopted by the shareholders' meeting.

1. Capital surplus

he balance of the Company's capital surplus is as follows:

	2021.12.31	2020.12.31
Gain on disposal of assets
Stock options - issue of convertible corporate bonds	21.828	$\overline{\phantom{0}}$
	21.938	110

Pursuant to the Company Act, the Company shall issue new shares or pay out cash in proportion to the existing shareholders' shares from the realized capital surplus after the capital surplus is used to compensate the deficit first. The realized capital surplus referred to in the preceding paragraph includes the premium from the shares issued at par and the income from gifts. Pursuant to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, the total amount of capital surplus to be used as capital shall not exceed 10% of the paid-in capital.

1. Retained earnings

Under the earnings distribution policy as set forth in the Company's Articles of Incorporation, where the Company made a profit in a fiscal year, the profit shall be first used for paying taxes, offsetting the cumulative deficit, setting aside 10% of the remaining profit as a legal reserve unless it has reached the total amount of the Company's paid-in capital, setting aside an amount for or reversing a special reserve in accordance with operational needs and the laws and regulations, and then any remaining profit, together with any undistributed retained earnings at the beginning of the period, shall be adopted by the Company's Board of Directors as the basis for making a distribution proposal, which shall then be submitted to the shareholders' meeting for a resolved before distribution.

$(1)$ Legal reserve

When the Company suffers no losses, it may, upon a resolution by the shareholders' meeting, issue new shares or pay out cash from the legal reserve, but only to the extent that such reserve exceeds 25% of the paid-in capital.

(2) Earnings distribution

The Company's shareholders' meeting passed a resolution on August 4, 2021 and June 18, 2020 to compensate the 2020 and 2019 losses.

1. Other interests (net of tax)

		Exchange difference on translation of financial statements of foreign operations	Unrealized gain (loss) on financial assets at fair value through other comprehensive income	Total
Balance on January 1, 2021	S	90	(19,796)	(19,706)
Share of exchange difference on translation from subsidiaries using the equity method		(76)		(76)
Unrealized gain (loss) on financial assets at fair value through other comprehensive income			3,414	3,414
Balance on December 31, 2021			(16.382)	(16.368)
Balance on January 1, 2020 Share of exchange difference on translation	S	(435) 525	(19,796)	(20, 231) 525
from subsidiaries using the equity method
Balance on December 31, 2020		90	(19.796)	(19.706)

(XVII) Loss per share

The Company's basic earnings per share in 2021 and 2020 were calculated based on the net loss attributable to the equity holders of the Company's ordinary shares and the weighted average number of outstanding ordinary shares. The relevant numbers are as follows:

• 1. Basic loss per share
• (1) Net loss attributable to equity holders of the Company's ordinary shares $2021$

	$\overline{ }$	ZVZV
Net loss attributable to equity holders of the Company's	(33,677)	(61,775)
ordinary shares for the current period

$2020$

(2) Weighted average number of outstanding ordinary shares
	2021	2020
Weighted average number of outstanding ordinary shares	100.265	100,265
Basic loss per share (NTD)	(0.34)	(0.62)

1. Diluted loss per share

The Company's diluted earnings per share in 2021 and 2020 were calculated based on the net income attributable to the equity holders of the Company's ordinary shares and the weighted average number of outstanding ordinary shares, adjusted for the effect of all potential dilutive ordinary shares. The relevant numbers are as follows:

(1) Net loss attributable to equity holders of the Company's ordinary shares (diluted) $\begin{array}{c} \n\text{1} \
\text{1} \
\text{1} \
\text{1} \
\text{1}\n\end{array}$ $\mathbf{a} \mathbf{b} \mathbf{c}$

	4V4 L	ZUZU
Net loss attributable to equity holders of the Company's	(33,677)	(61,775)
ordinary shares (basic)
Interest expense on convertible corporate bonds	(Note)
Net loss attributable to equity holders of the Company's	(33.677)	(61,775)
ordinary shares (diluted)

(2) Weighted average number of outstanding ordinary shares (diluted)

	20Z I	ZUZU
Weighted average number of outstanding ordinary shares	100,265	100,265
(basic)
Effect of conversion of convertible corporate bonds	(Note)
Weighted average number of outstanding ordinary shares	100,265	100,265
(diluted)
Loss per share (NTD)	(0.34)	(0.62)

$2020$

$\overline{2021}$

Note: It is not included in the calculation of diluted earnings per share due to its antidilution effect.

(XVIII) Revenue from customer contracts $1$ Details of revenue

1. DUCANS UI IUVUNUU
	2021	2020
Revenue from customer contracts recognized	\$ 136,276	205,141
Rent income	102	137
	136,378	205,278
Details of revenue 2.	2021	2020
Main region/market:
Taiwan	136,276	205,141
Main product/service line:
Product sales (sales of property)	136,276	205.141
Contract type:
Fixed-price contract	136,276	205,141

Time point of revenue recognition:
Goods and services transferred at a point in time		136,276	205,141
Contract balance 3.	2021.12.31	2020.12.31	2020.1.1
Notes receivable	394	1,269	2,119
Accounts receivable	47,262	4,212	4,212
Less: Allowance for losses	(4,212)	(4,212)	(4,212)
	43.444	1.269	2.119
Contract liabilities - Sales of property	48,776	21,934	15.799

Please refer to Note 6(3) for the information on notes receivable, accounts receivable, and impairment thereof.

The opening balances of contract liabilities on January 1, 2021 and 2020 were recognized in income in the amounts of NT\$0 and NT\$6,565,000 in 2021 and 2020, respectively.

Changes in contract liabilities are mainly from the difference between the time when the Company transfers goods or services to customers to meet performance obligations (that is, when contract liabilities are recognized in revenue) and the time when customers make a payment. The amounts of refunds due to changes in contract liabilities as a result of contract cancellation by customers were NT\$0 and NT\$2,576,000, respectively, and the amounts reclassified to income of liquidated damages were NT\$0 and NT\$765,000.

(XIX) Remuneration to employees, directors, and supervisors

As per the Company's Articles of Incorporation, where it makes a profit in a year, it shall distribute no less than 4% of the balance as employees' remuneration and no more than 4% as directors' and supervisor's remuneration. However, when the Company still has a cumulative deficit, it shall reserve an amount in advance to compensate it.

The Company suffered pre-tax losses in 2021 and 2020, so there was no need to estimate the remuneration to employees, directors, and supervisors. Relevant information is available on the Market Observation Post System (MOPS).

(XX) Non-operating income and expenses

1. Interest income

The details of the Company's interest income for 2021 and 2020 are as follows:

	2021	2020
Interest income
Interest on bank deposits	\$	34
Imputed interest on security deposits	9	26
Borrowings - related parties		402
Guarantee deposits paid	3,147	3,340
Other interest income	30	62
	3.197	3.864

1. Other income

The details of the Company's other income for 2021 and 2020 are as follows:

	2021	2020
Management fees income	4,024	929
Rent income	50	614
Income of liquidated damages		765
Others	227	395
	4 301	2 703

3. Other gains and losses

The details of the Company's other gains and losses for 2021 and 2020 are as follows:

	2021	2020
Foreign currency exchange gain		$\overline{\phantom{0}}$
Gain on lease modifications	400
Gain on reversal of impairment of property, plant and equipment	11,787
Others	(2.577
	9.611

4. Financial costs

The details of the Company's financial costs for 2021 and 2020 are as follows:

		2021	2020
Interest expense
Interest on bank borrowings and bills and notes	S	11,841	9,022
Interest on lease liabilities		329	497
Financial costs		1,374	3,800
Discounted and amortized convertible corporate bonds		2,858
Less: Capitalized interest		(1,626)	(8)
		14.776	13.311
Capitalized interest rate		$1.85\%$ $-2.01\%$	.91%~2%

(XXI) Financial instruments

• 1. Credit risk
• (1) Maximum exposure to credit risk

The carrying amount of financial assets represents the maximum exposure to credit risk.

(2) Credit concentration risk

As the Company has a large customer base and does not have significant customer concentration in transactions, there is no significant credit concentration risk of accounts receivable.

(3) Credit risk of receivables and debt securities

Please refer to Appendix $6(3)$ for the information on credit risk exposure of notes and accounts receivable.

Other financial assets at amortized cost include other receivables (listed in other financial assets - current). Allowances for overdue receivables for 2021 and 2020 have been provided.

Said financial assets are with low credit risk, so the allowance for losses for the periods was measured at the amount of 12-month expected credit loss (please refer to Note $4(6)$ for information on how the Company determines the credit risk as low).

1. Liquidity risk

The table below shows the maturity dates of contractual financial liabilities, including estimated interest but excluding the effect of netting arrangement.

	Carrying amount	Contractua I cash flow	Within 6 months	$6 - 12$ months	$1-2$ years	$2-5$ years	More than 5 years
December 31, 2021
Non-derivative financial liabilities
Floating-rate instruments	\$ 423,053	434,835	139,195	2,736	201,655	91,249	$\qquad \qquad \blacksquare$
Fixed-rate instruments	276,030	300,000	$\overline{\phantom{a}}$			300,000
Non-interest bearing liabilities	46,115	46,115	46,115	$\overline{a}$
Lease liabilities	14,019	14,625	1,523	1,604	3,193	8,305
	759.217	795.575	186.833	4.340	204.848	399.554
December 31, 2020
Non-derivative financial liabilities
Floating-rate instruments	\$ 606,684	623,887	350,246	2,473	179,919	91,249
Fixed-rate instruments	26,989	27,436	262	27,174
Non-interest bearing liabilities	51,060	51,060	51,060
Lease liabilities	10,964	11,547	1,924	1,928	3,855	3,840
	695.697	713.930	403.492	31.575	183,774	95.089

The Company does not expect that the timing of the cash flows for the maturity analysis will occur significantly earlier or that the actual amounts will be significantly different.

1. Interest rate analysis

The exposure of the Company's financial assets and financial liabilities to interest rate risk is described in liquidity risk management in this note.

The sensitivity analysis below is based on the exposure of derivative and non-derivative instruments to interest rate risk at the balance sheet date. For floating-rate liabilities, the analysis is based on an assumption that the amount of a liability outstanding at the balance sheet date is outstanding throughout the year. The sensitivity to a 1% change in interest rate is used when reporting the interest rate risk internally to key management personnel and also represents the management's assessment of the reasonably possible change in interest rates.

If the interest rate increased/decreased by 1% and all other variables remain unchanged, the Company's net income before tax for 2021 and 2020 would have decreased/increased by NT\$3,615,000 and NT\$5,934,000, respectively, mainly due to the Company's borrowings at variable interest rates.

• 1. Information on fair value
• (1) Valuation process of fair value of financial instruments

The Company's accounting policies and disclosures include the adoption of fair value to measure its financial and non-financial assets and liabilities. The Company has established relevant internal control systems for fair value measurement. Of them, a valuation team has been established to be responsible for reviewing all significant fair value measurements (including Level $\overline{3}$ fair value) and reporting directly to the Chief Financial Officer. The team regularly reviews significant unobservable inputs and adjustments. If an input used to measure fair value is based on external third-party information (such as a broker or pricing service institution), the valuation team will assess the evidence provided by the third party in support of the input to confirm that the valuation and its fair value level are aligned with the requirements of IFRS.

The Company adopts observable inputs in the market wherever possible when measuring its assets and liabilities. The fair value levels are based on the inputsused in the valuation techniques and are classified as follows:

• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
• Level 3 inputs are not based on observable inputs (unobservable inputs) for the asset or liability.
• (2) Types and fair values of financial instruments

The Company's financial assets at FVTOCI are measured at fair value on a recurring basis. The carrying amounts and fair values of various types of financial assets and financial liabilities (including fair value level information, but the carrying amounts of financial instruments not measured by fair value is a reasonable approximation of fair value, and the fair values of lease liabilities, as per regulations, are not required to be disclosed) are listed below: $0.021, 12.21$

	2021.12.31
				Fair value
	Carrying amount	Level 1	Level 2	Level 3	Total
Financial assets at fair value through other comprehensive income
Domestic and foreign unlisted stocks	17,944			17.944	17.944
			2020.12.31
				Fair value
	Carrying amount	Level 1	Level 2	Level 3	Total
Financial assets at fair value through other comprehensive income
Domestic and foreign unlisted stocks	18.628			18.628	18.628

(3) Fair value valuation techniques for financial instruments not at fair value The methods and assumptions adopted by the Company to estimate instruments not at fair value are as follows:

(3.1) Financial assets and liabilities at amortized cost

If there is information on quoted prices from transactions or market makers, the latest transaction price and quoted price should be adopted as the basis for valuating the fair value. If there is no information on market prices for reference, the valuation method is adopted for estimation. The estimates and assumptions used in the valuation method are the discounted value of cash flows to estimate the fair value.

• (4) Fair value valuation techniques for financial instruments at fair value
• (4.1) Non-derivative financial instruments

When a financial instrument is quoted in an active market, the quoted price in the active market is the fair value. The market prices announced by major exchanges and Taipei Exchange that sells popular bonds are the basis for the fair value of listed equity instruments and debt instruments with quoted prices in the active markets.

A financial instrument is deemed to be with quoted prices in the active markets if its quoted prices can be obtained from exchanges, brokers, underwriters, industry associations, pricing services institutions, or competent authorities in a timely and regular manner, and the prices represent the prices in actual fair market transactions that occur frequently. If the above criteria are not met, the market is deemed inactive. Generally speaking, a large bid-ask spread, a significant increase in the bid-ask spread, or a low trading volume are all indicators of an inactive market. Except for the above financial instruments with active markets, the fair values of other financial instruments are obtained through valuation techniques or with reference to the quoted prices by counterparties. The fair value obtained through valuation techniques may be calculated and obtained with reference to the present fair value of other financial instruments with substantively similar criteria and characteristics, discounted cash flow method, or other valuation techniques, including the use of models based on market information available at the balance sheet date.

If a financial instrument held by the Company is with no active market and its fair value is in the category of equity instruments without quoted prices based on the type and attribute, its fair value is measured using the asset method with the main assumption based on the balance sheet of the investee. The estimate has been adjusted for the effect of the discount on the control premium and liquidity of the equity securities.

$\mathbf{r}$

• (5) Transfer between Levels 1 and 2: None.
• (6) Details of changes in Level 3

	At fair value through other comprehensive income
		Equity instruments without quoted prices
January 1, 2021		18,628
Total gain or loss
Recognized in other comprehensive income		3,414
Capital refunded for capital reduction		(4,098)
December 31, 2021		17.944
January 1, 2020	S	21,448
Capital refunded for capital reduction		(2,820)
December 31, 2020		18.628

(7) Quantitative information on measurement of significant unobservable fair value input $(Level 3)$

The Company's fair value classified as Level 3 mainly includes financial assets at FVTOCI - equity securities investment.

Most of the Company's fair values are classified as Level 3 (with only a single significant unobservable input), and there are multiple, significant unobservable inputs only in investments in equity instruments without active markets. Significant unobservable inputs for investments in equity instruments with no active market are independent of each other and therefore do not correlate.

Ouantitative information on significant unobservable inputs is listed as follows:

			Significant unopservable input and relations with fair
Item	Valuation technique	Significant unobservable input	value
Financial assets at FVTOCI-	Asset method	Discount on liquidity (32.30% on both	∙The liquidity higher the
investments in equity instruments		December 31, 2021 and 2020)	discount, the lower the fair
without active markets		Discount on non-controlling interests	value
		$(6.45\%$ on December 31, 2021 and	The higher the non-controlling
		17.87% on December 31, 2020)	interest discount, the lower
			the fair value

(8) Analysis of sensitivity of Level 3 fair value to reasonably possible alternative assumptions

The measurement of fair values of financial instruments by the Company is reasonable, but the use of different valuation models or valuation parameters may result in different valuation results. For financial instruments classified as Level 3, if the valuation parameters change, the effect on the current profit or loss or other comprehensive income is as follows:

		Increase or decrease	Changes in fair value reflected in other comprehensive income
	Input	Change	Favorable change	Unfavorable change
December 31, 2021
Financial assets at fair value through other comprehensive income
Investment in equity instruments without active Non-controlling		$+10%$		(1,870)
markets	interest discount
	Non-controlling	$-10\%$	1,870
	interest discount
	Liquidity	$+10%$		(2, 583)
	discount
	Liquidity discount	$-10\%$	2,583
December 31, 2020
Financial assets at fair value through other
comprehensive income
Investment in equity instruments without active Non-controlling		$+10%$		(2,186)
markets	interest discount
	Non-controlling	$-10%$	2,186
	interest discount
	Liquidity	$+10%$		(2,652)
	discount
	Liquidity	$-10\%$	2,652
	discount

The Company's favorable and unfavorable changes refer to the fluctuations of fair values, and fair values are calculated with the valuation techniques based on different unobservable inputs. If the fair value of a financial instrument is affected by more than one input, the above table only reflects the effect of changes in a single input without taking into account the correlation and variability between the inputs

(XXII) Financial risk management

1. Summary

The Company is exposed to the risks below due to the use of financial instruments:

• (1) Credit risk
• (2) Liquidity risk
• (3) Market risk

This note indicates the Company's exposure to each of the above risks and its objectives, policies, and procedures for risk measurement and management. Please refer to the notes to the parent company only financial statements for more quantitative information.

1. Risk management framework

The Board of Directors is responsible for establishing and supervising the Company's risk management structure at its discretion. The Board of Directors has fully delegated the management to be responsible for the development and management of the Company's risk management policy, and it shall regularly report on the operations to the Board of Directors. The formulation of the Company's risk management policy aims to identify and analyze the risks faced by the Company, set appropriate risk limits and control, and monitor risks and observance of risk limits. The risk management policy and system are regularly reviewed to reflect changes in market conditions and the Company's operations. The Company develops a disciplined and constructive control environment through training, management guidelines, and operating procedures, enabling all employees to understand their roles and responsibilities.

The Company's Audit Committee supervises how the management monitors compliance with the Company's risk management policy and procedures and reviews the appropriateness of the Company's risk management framework governing the risks faced. Internal auditors assist the Company's Audit Committee with its supervisory role. These personnel conduct regular and exception reviews of risk management controls and procedures and report the review results to the Board and Audit Committee.

1. Credit risk

The Company's credit risk is the risk of financial loss suffered by the Company arising from the failure of customers or counterparties of financial instruments to fulfill contractual obligations, mainly from the Company's accounts receivable from customers.

(1) Accounts receivable and other receivables

The a credit policy has been established in the Company's internal control system, according to which the Company should analyze the credit rating of each new customer before making a standard payment or formulating shipping terms and conditions. The Company's review and control mechanism includes customers' historical transaction records and external credit ratings. Maximum procurement amounts are set on a customer-by-customer basis and represent the maximum outstanding amount that does not require the management team's approval. Such maximum amounts are under regular review.

As the Company has a large customer base for the construction business with customers distributed over different areas, there is no significant customer concentration and the credit concentration risk of accounts receivable is not likely to be significant. As most of the counterparties engaging in real estate development and sales business are generally individuals, the funds received are mainly paid by remittance, bills or notes, and mortgage, so the relevant credit risk is relatively low.

In addition, the Company's construction projects are based on its operating regulations on project contracting. Its contracting and construction technology conforms to the regulations with a positive reputation. Therefore, it can ensure the quality and progress of its construction projects. When necessary, it requires the construction companies to make a security deposit to ensure the construction quality. Other receivables are mainly from landowners, other joint construction partners, and subsidiaries. After assessment, the debtors should be able to repay the debts, so the credit risk of the Company's other receivables is not significant.

(2) Investment

The credit risk of bank deposits, fixed-income investments, and other financial instruments is measured and monitored by the Company's finance department. As the Company's transaction counterparties and contract counterparties are all creditworthy banks, financial institutions rated at investment grade and above, corporate organizations, and government agencies, there is no significant doubts over contract performance, hence no significant credit risk.

(3) Guarantee

As of the end of 2021 and 2020, the Company and other co-builders, in joint investment in construction projects or joint construction projects, provide endorsements and guarantees to each other. Please refer to Note 13 for details of such endorsements and guarantees.

1. Liquidity risk

Liquidity risk is the risk arising when the Company cannot deliver cash or other financial assets to settle financial liabilities and fails to fulfill relevant obligations. The Company's approach to managing liquidity is to ensure, as much as possible, that the Company, under normal circumstances and pressure, has sufficient liquidity to cover its liabilities as they fall due, without resulting in a risk of incurring unacceptable losses or causing damage to the Company's reputation.

The Company calculates the funds required for the cost of each development and construction project, payments that can be collected from customers during the sales period, and the construction loans from banks and properly plans the times of receipts of funds to ensure that it has sufficient working capital to cover the liabilities that are due. As part of the funds required for the development and construction projects can be financed by banks, and customers can also obtain mortgages from banks to cover most of the payment when housing units are handed over to customers; thus, the Company is not susceptible to the risk of material losses or reputational damage.

1. Market risk

Market risk refers to the risk that affects the Company's revenue or the value of financial instruments held due to changes in market prices, such as changes in exchange rates, interest rates, or equity instrument prices. The purpose of market risk management is to control the exposure to market risks within a range of tolerance and optimize return on investment. The Company does not engage in transactions in financial instruments (including derivative financial instruments) for the main purpose of speculation.

(1) Exchange rate risk

The Group's functional currency is mainly in NTD. The Company's main business transactions (including receivables, payables, loans, or financing) are mainly denominated in NTD, so there is no risk of significant fluctuations in foreign exchange rates

(2) Interest rate risk

The Company's policy is to have the management review and control the optimal interest rate portfolio of financial liabilities, in order to control the risk of interest rate fluctuations in the Company's finance.

The Company's interest rate risk mainly comes from bank borrowings. As per the Company's assessment, the interest rate level is stable in its operating environment in recent years, and there should not be significant interest rate risk.

(XXIII) Capital management

The Company's capital management aims to ensure the ability to continue as a going concern, continue to provide bonuses to shareholders and interests to other stakeholders, and maintain an optimal capital structure to reduce capital costs.

To maintain or adjust the capital structure, the Company may adjust the dividends paid to shareholders, reduce capital and refund capital to shareholders, issue new shares, or sell assets to settle liabilities.

The Company controls capital based on the debt-to-equity ratio. The ratio is calculated with net debt divided by total capital. Net debt is the total debt on the balance sheet less cash and cash equivalents. Total capital refers to all components of equity (i.e. share capital, capital surplus, retained earnings, and other equity) plus net debt.

The Company's capital management strategy in 2021 was the same as in 2020, that is, to maintain the debt-to-equity ratio at a certain level to ensure financing at a reasonable cost.

The debt-to-equity ratios as of December 31, 2021 and 2020 were as follows:

2021.12.31	2020.12.31
Total liabilities 834.918	738.214
Less: Cash and cash equivalents (34, 481)	(10, 432)
Net liability 800,437	727,782
596,326 Total equity	604,837
Adjusted capital 1.396.763	1.332.619
Debt-to-equity ratio 57.31%	$54.61\%$

(XXIII) Non-cash transactions and investments and financing activities

The Company's non-cash transactions and investments and financing activities in 2021 and 2020 are as follows:

• 1. Please refer to Note 6(9) for details of the right-of-use assets obtained through leases.
• 1. The reconciliation of liabilities from financing activities is as follows: Non-cash

				movement
		2021.1.1	Cash flows	Others	2021.12.31
Short-term borrowings	S	606.684	(183, 631)		423,053
Short-term notes payable		26,989	(27, 304)	(Note 1) 315
Corporate bonds payable			295,000	(Note 4) $(18,970)$	276,030
Lease liabilities		10.964	(3,032)	(Note 2) 6,087	14,019
Total amount of liabilities from		644,637	81.033	(12.568)	713,102
financing activities
Short-term borrowings	\$	229,260	377,424		606,684
Short-term notes payable		484.485	(459, 594)	(Note 1) 2,098	26,989
Lease liabilities		18,532	(4,967)	(Note 3) $(2,601)$	10,964
Total amount of liabilities from		732,277	(87, 137)	(503)	644.637
financing activities

• Note 1: It is the discounted amortized short-term notes payable.
• Note 2: It is an increase of NT\$13,198,000 and a decrease of NT\$7,111,000 in rent.
• Note 3: It is an increase of NT\$1,107,000 and a decrease of NT\$3,708,000 in rent.
• Note 4: It is the stock options for convertible corporate bonds recognized in the amount of NT\$21,828,000 less discount amortization of NT\$2,858,000.

VII. Related Party Transactions

Name of related party and relations $(I)$ During the periods covered by the parent company only financial statements, the Company's subsidiaries and other related parties with transactions with the Company are as follows:

Name of related party	Relations with the Company
Better Life Green Energy Technology Co., Ltd.	Subsidiary of the Company
Better Life Real Estate Co., Ltd.	Subsidiary of the Company
Better Life Jinxia (Xiamen) Tourism Management Subsidiary of the Company Service Co., Ltd.
Better Life Group Travel Service Co., Ltd.	Subsidiary of the Company
Puyuan Development Co., Ltd.	A supervisor at the company is a member of the key management personnel of the Company
Puyuan Advertising Co., Ltd.	A director at the company is a member of the key management personnel of the Company
Puqun Advertising Co., Ltd.	A director at the company is a member of the key management personnel of the Company
Puyi Interior Design Co., Ltd.	A director at the company is a member of the key management personnel of the Company
Puyuan Construction Co., Ltd.	A director at the company is a member of the key management personnel of the Company
Puxu Advertising Co., Ltd.	A director at the company is a member of the key management personnel of the Company
Pushi Construction Co., Ltd.	A director at the company is a member of the key management personnel of the Company
Puquan Advertising Co., Ltd.	A director at the Company
Pucheng Construction Co., Ltd.	Substantive related party
Chang, Chia-Sheng	Substantive related party
Chang, Chun-Kuei	A relative within first degree of kinship of a director at the Company

• (II) Significant transactions with related parties
• 1. Purchase of goods from related parties
  2. (1) The amount of goods purchased by the Company from other related parties for contracting of projects is as follows: $\mathbf{n}$ and $\mathbf{n}$ and $\mathbf{n}$

	r urchases
		2021	2020
Pucheng Construction Co., Ltd.		28,108	22,640
Belongs to other related parties		2.286
		30.394	24.379

The price of a project outsourced by the Company to a related party is determined through price comparison and negotiation between both parties, and the payment is made as per the agreed payment terms. Please refer to Note 9 for details of the construction contracts signed by the Company and related parties as of December 31, 2021 and 2020.

• (2) The Company purchased land from a related party, Chang, Chia-Sheng, in June 2020 to facilitate the construction and development business. The total contract price was NT\$130,800,000, and the ownership transfer was completed on November 30, 2020. This transaction was recognized in construction in progress. Said acquisition price is based on a real property appraisal report.
• 1. Payables to related parties
• The details of the Company's payables to related parties are as follows:

Account	Related party category	2021.12.31	2020.12.31
Notes payable	Pucheng Construction Co., Ltd. \$	6,100	8,871
Accounts payable	Pucheng Construction Co., Ltd.		8,872
Accounts payable	Puqun Advertising Co., Ltd.	10,361
Accounts payable	Subsidiaries	9.554	745
Accounts payable	Belongs to other related parties	200	200
Other payables	Subsidiaries		1,429
		26,215	20.117

3. Leases

$(1)$ Lease-out

The Company leased an office to its subsidiary in 2021 and 2020 and signed a twoyear lease contract as per the rental market in nearby areas. The rental income in 2021 and 2020 was both NT\$91,000.

$(2)$ Lease-in

In June 2018 and November 2021, the Company leased in office buildings as the headquarters from a related party and signed two-year and five-year lease contracts with reference to the office rental market in nearby areas. The interest expenses recognized for 2021 and 2020 were NT\$256,000 and NT\$40,000 as well as NT\$448,000 and NT\$0, respectively. As of December 31, 2021 and 2020, the balance of lease liabilities was NT\$12,612,000 and NT\$9,401,000, respectively In addition, the guarantee deposits paid due to the above leases as of December 31, 2021 and 2020 were NT\$0 and NT\$579,000, respectively.

1. Others

(1) The Company signed an marketing agency contract with its subsidiary Better Life Real Estate Co., Ltd. for the sale of the Kang Chiao Villa project. See Note 9. In 2021 and 2020, the Company paid the marketing agency service fee to the subsidiary, in the

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IX. Significant Contingent Liabilities and Unrecognized Commitments

(I) Significant unrecognized commitments:

1. The information on the sales contracts signed between the Company and the customers for the projects launched is as follows:

	2021.12.31	2020.12.31
Total contract price	304.292	68,248
Advance receipts		-1.934

1. The construction contracting contracts signed and payments made by the Company for the construction projects it invests are as follows: $\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) \left( \frac{1}{2} \right)$ $\frac{1}{2} \left( \frac{1}{2} \left( \frac{1}{2} \left( \frac{1}{2} \left( \frac{1}{2} \right) - \frac{1}{2} \left( \frac{1}{2} \right) \right) \right) + \frac{1}{2} \left( \frac{1}{2} \left( \frac{1}{2} \left( \frac{1}{2} \right) - \frac{1}{2} \left( \frac{1}{2} \right) \right) \right) + \frac{1}{2} \left( \frac{1}{2} \left( \frac{1}{2} \left( \frac{1}{2} \right) - \frac{1}{2} \left( \frac{1}{2} \right) \right) \right) + \frac{1}{2$

	2021.12.31	2020.12.31
Payables not yet priced as per contract	224,335	277,474
Payables to related parties that have not been priced as per	221.990	257,917
contract

1. The situation of joint construction contract and joint investment contract on construction projects signed by the Company and the landlords is as follows:

			Joint construction deposits paid (construction deposits paid)
Project name or land lot	Joint construction method		2021.12.31	2020.12.31
Xinyi Section, Xinyi District	Joint investment in construction and joint construction and allocation of housing units	S	195,317	192,170
Zhongshan Section, Zhongshan District	Joint investment in construction and joint construction and allocation of housing units
Meiren Section, Songshan District Joint investment in construction	and joint construction and allocation of housing units
Huaya Section, Guishan District	Joint investment in construction and joint construction and separate sale		24,500
		S	219.817	192.170

• 1. The Company paid the guarantee notes for business needs as of December 31, 2021 and 2020 in the amounts of NT\$24,500,000 and NT\$0, respectively.
• 1. The Company signed an marketing agency contract with its subsidiary Better Life Real Estate Co., Ltd. for the sale of the Kang Chiao Villa project from November 17, 2017 to December 31, 2021.
• 1. As of December 31, 2021, the Company's advance receipts for the authorization of a third party to integrate and dispose of a project under development amounted to NT\$20,000,000, recognized in other current liabilities.
• 1. The Company signed a contract with other related parties to assist with the sale of the Puyuan project from January 15, 2021.
• 1. The Company leased a parcel of land in Miaoli to a non-related party on November 25, 2021 to install a solar power system. As per the contract, the Company will charge a special business commission fee of NT\$36,000,000 when the project is completed and will charge a monthly rent at the agreed rate. Said land has been reclassified from property, plant and equipment to investment property. See Note $6(8)$ .
• $\mathbf{X}$ . Major Disaster Loss: None.
• XI. Material Events After the Balance Sheet Date: None.

XII. Others

The statement of employee benefits, depreciation, depletion, and amortization expenses of the year by function is as follows:

By function		2021		2020
By nature	Operating costs	Operating expenses	Total	Operating costs	Operating expenses	Total
Employee benefit expenses
Salary and wages		18,764	18,764		20,517	20,517
Labor and health		1,358	1,358		1,407	1,407
insurance
Pension		698	698		780	780
Directors' remuneration		3,960	3,960		3,695	3,695
Other employee benefit		634	634		608	608
expenses
Depreciation expense		3,610	3,610		5,167	5,167
Depletion expense
Amortization expense		179	179		135	135

Additional information on the Company's number of employees and employee benefit expenses for $2021$ and $2020$ is as follows: $2021$ $2020$

	404 L	ZUZU
Number of employees
Number of directors who do not serve as employees concurrently
Average employee benefit expenses	.192	.371
Average employee salary and wages	1.042	1.207
Average adjustment to employee salary and wages	$(13.67)\%$	$(0.41)\%$
Supervisors' remuneration

The Company's remuneration policy (including directors, supervisors, managers, and employees) information is as follows:

• (I) The Company's remuneration policy for directors and supervisors is that when directors and supervisors perform their duties at the Company, the Company may pay them remuneration when either making a profit or suffering a loss. Please refer to Note $6(19)$ for the rules of the remuneration to directors and supervisors.
• (II) The employees' salary and remuneration is determined based on their regular performance evaluation results, which serve as the basis for the amounts of their salaries, bonuses, and annual salary adjustments or promotions. Please refer to Note $6(19)$ for the rules of the remuneration to employees.

XIII. Additional Disclosures

Information on significant transactions (I)

In 2021, the relevant information on significant transactions that the Company shall disclose in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers is as follows:

• 1. Loans to others: None.
• 1. Endorsements/Guarantees provided to others:

								Unit. In Thousand New Talwan Donars
	Endorser	Endorsed / Guaranteed	Maximum	Maximum	Endorsement/	Amount	Dndorsement /	Ratio of cumulative	Maximum		Endorsement / Endorsement / Endorsement /
	Guarantor	party	endorsement	endorsement /	Guarantee	drawn	Guarantee	endorsement / guarantee	endorsement /		guarantee form guarantee form	guarantee to
Code		Company name Relations	guarantee amount to a single enterprise	guarantee balance for the current period	balance at the end of the period		amount with assets pledged	to net worth as in the latest financial statements	guarantee amount	parent to subsidiary	subsidiary to parent	entity in mainland China
	The Company	Yunpeng Construction Co., Ltd.	596,326	388,800	388,800	203,094		65.20%	1.196.652
	The Company	Tianvi Construction Co., Ltd.	596,326	453,600	453,600	236,943		76.07%	1.196.652

Note 1: The Company is coded "0".

There are 7 types of relations between the endorser/guarantor and the Note 2: endorsed/guaranteed party as follows; just indicate the type:

• (1) Companies with business dealings.
• (2) A company in which the Company directly or indirectly holds more than 50% of the voting shares.

$\mathbf{H}^{\dagger}$ is $\mathbf{H}^{\dagger}$ in $\mathbf{H}^{\dagger}$ in $\mathbf{H}^{\dagger}$ in $\mathbf{H}^{\dagger}$

• (3) A company directly or indirectly holds more than 50% of the voting shares of the Company.
• (4) A company in which the Company directly or indirectly holds more than 90% of the voting shares.
• (5) Companies that need to purchase insurance for each other in the same industry or as co-builders in accordance with contractual provisions based on the needs for contracting construction projects.
• (6) A company that is endorsed and guaranteed by all shareholders of the Company based on their ownership percentage due to a joint investment relationship.
• (7) The companies that are engaged in joint and several guarantees for the performance of a pre-sale property contract in accordance with the Consumer Protection Act.
• The maximum amount of all endorsements/guarantees shall not exceed 40% of the net Note $3$ : worth as in the most recent financial statements; the maximum amount of the endorsement/guarantee to a single enterprise shall not exceed 10% of the net worth as in the most recent financial statements except for subsidiaries that directly hold more than 90% of the Company's ordinary shares, to which the maximum amount of the endorsement/guarantee shall not exceed 20% of the net worth of the net worth as in the most recent financial statements. The net worth in the most recent financial statements audited or reviewed by the CPAs shall prevail.

• Note 4: For joint investment in construction or joint construction, the Company and co-builders should provide endorsements and guarantees to each other as per contracts; mutual endorsements and guarantees are required for contracting of construction projects as per contracts; however, for a joint-and-several guarantor engaging in the performance of a pre-sale housing project contract with a partner as per the Consumer Protection Act, when the total amount of endorsement/guarantee may not exceed 200% of the net worth in the current period and the total amount of endorsement/guarantee to a single enterprise may not exceed 100% of the net worth in the current period, the restrictions in the preceding paragraph does not apply.

• Securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures): Unit: In Thousand New Taiwan Dollars

Holding		Relations with			End of period
company	Type and name of securities	holding company	Account	Number of shares	Carrying amount	Shareholding	Fair value	Remarks
	The Company Stock - Technology Associates Corporation		Financial assets at fair value through other comprehensive income - non- current	482,505	3,667	4.95%	3,667
	The Company Stock - Tech Alliance Corp.		$^{\prime\prime}$	100,000	274	$2.50\%$	274
	The Company Stock - Nexcell Battery Co., Ltd.		$^{\prime\prime}$	200,000		0.20%
	The Company Stock - Nexcell Battery Co., Ltd.		$^{\prime\prime}$	15		$\frac{0}{0}$
	The Company Stock - World Join International Ltd.		Financial assets at fair value through other comprehensive income - non- current	547,103	12,113	7.50%	12,113
	The Company Stock -Shin Kong Real Estate Management Co., Ltd.		$^{\prime\prime}$	500,000	1,890	1.67%	1,890

• 1. Securities acquired or sold amounting to at least NT\$300 million or 20% of the paid-in capital: None.
• 1. Acquisition of real estate amounting to at least NT\$300 million or 20% of the paid-in capital: None.
• 1. Disposal of real estate amounting to at least NT\$300 million or 20% of the paid-in capital: None.
• 1. Total purchases from or sales to related parties amounting to at least NT\$100 million or 20% of the paid-in capital: None.
• 1. Receivables from related parties amounting to at least NT\$100 million or 20% of the paid-in capital: None.
• 1. Trading in derivative instruments: None.
• (II) Information on investees: Information on the Company's investees in 2021 is as follows (excluding the investees in mainland China):

								$\sim$		$\sim$ 1 G $\sim$ 1 V G $\sim$ 1 L $\sim$ 1 I G $\sim$
Investor	Investee	Region	Principal	Initial investment amount			Holdings at the end of period		Profit or loss	Profit or loss	Remarks
			business	End of the	Last vear	Number of	Percentage	Carrying	on investee	recognized for
				current		shares		amount	for the	the current
				period					current	period
									period
The Company	Better Life Green Energy Technology Co., Ltd.	Taiwan	Trade	91,000	91.000	9,100,000	100.00%	9,537	(17)		(17) Subsidiaries
The Company	Better Life Real Estate Co., Ltd.	Taiwan	Marketing agency for the sale of real estate	110,000	110,000	11,000,000	100.00%	33,333	16,741		15.372 Subsidiaries
The Company	Better Life Group Travel Service Co., Ltd.	Taiwan	Travel agency	9,000	9,000		100.00%	1,740	(1, 337)		(1,337) Subsidiaries

(III) Information on investments in mainland China

1. The name of the investee in mainland China, principal business, and other relevant information:

Unit: In Thousand New Taiwan Dollars

Investee	Principal business	Paid-in capital	Investm ent	Cumulative investment method remitted from Taiwan at the recovered in current beginning of period	Cumulative amount of investment remitted or period Outward Repatria remitted	ted	Cumulative outward remittance from Taiwan at the end of current period	on investee for the current period	Profit or loss Shareholding Profit or loss in direct or indirect investment	recognized for the current period	Carrying amount of investment at the end of period	Cumulativ repatriatio n of investmen income at the end of current period
Better Life Jinxia (Xiamen) Tourism Management Service and tourism Co., Ltd.	Metal (non-metal) product wholesale management services	(USD1.050)	29,064 (Note 1)	29,064 (Note 2) (USD1.050)			29,064 (Note 2) (USD1.050)	(1, 864) (RMB427)	100.00%	(1, 864) (Note 3) (RMB427)	9.076 (RMB2.089)

Note 1: The investment method used is direct investment in Mainland China.

• Note 2: It is translated with the investment amount in subsidiary in the original currency multiplied by the exchange rate at the end of the period.
• Note 3: The basis for recognition of investment income and losses is the financial statements audited by CPAs appointed by the parent company in Taiwan.

2. Maximum investment amount in mainland China:

Company name	Cumulative outward remittance for investment in mainland China at the end of current period	Investment amount authorized by Investment Commission, MOEA	Maximum investment amount stipulated by Investment Commission, MOEA
The Company	29,064	248,428	357,796
	(USD1.050)	(USD8.975)	(Note 4)

Note 4: Maximum amount: Net worth of equity for current period $\times$ 60% = NT\$596,326,000 $\times$ 60% = NT\$357,796,000.

• 1. Significant transactions with investees in mainland China: None.
• (IV) Information on major shareholders:

		Unit: Shares
Name of major shareholder	Shares Number of shares held	Shareholding
Puquan Advertising Co., Ltd.	9,067,200	9.04%
Sant Law International Corporation	8,626,910	8.60%
Tsai, Hung-Chien	8,458,744	8.43%
Liao, Heng-I	6,496,000	6.47%

XIV. Information on Operating Segments

Please refer to the 2021 consolidated financial statements for information on subsidiaries.

Better Life Group Co., Ltd.

Chairman: Chung, Hsi-Chi