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BLG — Audit Report / Information 2022
Nov 9, 2022
51925_rns_2022-11-09_4ccdf443-5c50-474c-8958-4a8a5296669f.pdf
Audit Report / Information
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Stock Code: 1805
Better Life Group Co., Ltd.
Parent Company Only Financial Statements and Independent Auditors' Report
For the Years Ended December 31, 2022 and 2021
Address: 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City Tel.: (02)2791-5688
~1~
Table of Contents
| Item I. Cover II. Table of Contents III. Independent Auditors’ Report IV. Balance Sheets V. Statements of Comprehensive Income VI. Statements of Changes in Equity VII. Statements of Cash Flows VIII. Notes to Parent Company Only Financial Statements (I) Organization and Operations (II) The Authorization of Financial Statements (III) Application of New and Revised International Financial Reporting Standards (IV) Summary of Significant Accounting Policies (V) Critical Accounting Judgments and Key Sources of Estimation and Uncertainty (VI) Summary of Significant Accounting Items (VII) Related Party Transactions (VIII) Assets Pledged (IX) Significant Contingent Liabilities and Unrecognized Commitments (X) Major Disaster Loss (XI) Material Events After the Balance Sheet Date (XII) Others (XIII) Additional Disclosures 1. Information on significant transactions 2. Information on investees 3. Information on investments in mainland China 4. Information on major shareholders (XIV) Information on Operating Segments IX. Statements of Significant Accounting Items |
Page No. |
|---|---|
1 2 3 4 5 6 7 8 8 8 ~99 ~2121 21 ~4343 ~4546 46 ~4747 47 47 ~4848 ~4949 49 ~5050 50 51 ~55 |
~2~
Independent Auditors’ Report
To Better Life Group Co., Ltd.,
Audit opinion
We have audited the accompanying balance sheets of Better Life Group Co., Ltd., (the “Company”) for the years ended December 31, 2022 and 2021 and the relevant statements of comprehensive income, changes in equity and cash flows for the years then ended, and relevant notes, including a summary of significant accounting policies (collectively referred to as the “parent company only financial statements”).
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 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 of the Republic of China. Our responsibility under those standards are further described in the paragraph “Auditor's responsibilities for the audit of the parent company only financial statements”. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. 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 refer to the most vital matters in our audit of the parent company only financial statements of the Company for the year ended December 31, 2022, based on our professional judgment. These matters were addressed in our audit of the parent company only financial statements as a whole, and in forming our audit opinion. We do not express a separate opinion on these 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) “income recognition” to the parent company only financial statements for the accounting policy for the recognition of revenue; please refer to Note 6 (18) “income from costumer contracts” to the parent company only financial statements for the details of income. Description:
The main source of revenue from the Company’s operations in 2022 was revenue from the sale of property, and the risk of material misstatement lies in the authenticity of revenue recognition. Because the operating income is related to the Company’s operational performance, the management may recognize the revenue early or in a deferred manner in violation of the regulations to achieve the expected net income, resulting in a material misstatement of the operating income. Therefore, the test of income recognition is one of our key audit matters during the audit of the Company’s financial statements.
~3~
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 income recognition;
-
‧ Performed a cut-off test on income from the sale of property to assess whether the income in the preceding paragraph is recognized in an appropriate period.
-
‧ Performed a verification test on income recognition, randomly verified the relevant documents, such as property sales contracts and property transfer registration, and checked the sales system data with the general ledger entries to evaluate whether the Company’s income recognition policy was handled in accordance with the relevant bulletins of norms.
-
II. Inventory values
Please refer to Note 4 (7) “inventories” to parent company only financial statements for the accounting policy of the inventory values; please refer to Note 5 to the parent company only financial statements for the uncertainty of accounting estimates and assumptions for the inventory values; please refer to Note 6(5) to parent company only financial statements for details of inventories. Description:
The Company’s inventories are an important asset for operations, accounting for about 45% of its total assets; inventory values are handled in accordance with the International Accounting Standards (IAS) 2. As the net realizable value of the Company's inventory based on Management's estimates of future sales prices and construction costs are susceptible to political and economic circumstances. if the net realizable value is not properly appraised, the financial statements will be misstated. Therefore, the test of inventory values is one of our key audit matters during the audit of the Company’s financial statements.
Audit procedures
The audit procedures we have implemented for the specific aspects described in the above-mentioned key audit matters include: Obtained the assessment data of the net realizable value of the Company’s inventories and randomly examined the contracts related to property sold, referred to the latest property prices registered with the Ministry of the Interior or obtained the information on transactions of nearby property to evaluate the net realizable value of the property held for sale. In addition, for the net realizable value of the property under construction, obtained and randomly examined the Company's return of investment analysis, compared it with the market conditions, and obtained appraisal reports, if necessary, to evaluate whether the net realizable value of inventories was appropriate.
Responsibilities of the management and the governing bodies for the 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.
In preparing the parent company only financial statements, the management is responsible for assessing the ability of the Company in continuing as a going concern, disclosing relevant matters, and adopting the going concern basis of accounting unless the management intends to liquidate the Company or cease the operations without other viable alternatives.
The Company’s governing bodies (including the Audit Committee) are responsible for supervising the financial reporting process.
~3-1~
Auditor's responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance on whether the parent company only financial statements as a whole are free from material misstatement arising from fraud or error and to issue an independent auditors' report. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the auditing standards will always detect a material misstatement when it exists. Untruthful expressions might have been caused by frauds or errors. If the amounts of misstatements, either separately or in aggregate, could reasonably be expected to influence the economic decisions of the users of the parent company only financial statements, they are considered material.
We have utilized our professional judgment and professional doubt when performing the audit work in accordance with the auditing standards of the Republic of China. We also performed the following tasks:
-
Identified and assessed the risks of material misstatement arising from fraud or error within the parent company only financial statements; designed and executed countermeasures in response to said risks, and obtained sufficient and appropriate audit evidence 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.
-
Understood the internal control related to the audit in order to design appropriate audit procedures under the circumstances, while not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluated the adequacy of accounting policies adopted by the management and the legitimacy of accounting estimates and related disclosures made.
-
Concluded on the appropriateness of the management's adoption of the going concern basis of accounting based on the audit evidence obtained and whether a material uncertainty exists for events or conditions that may cast significant doubt over the Company's ability to continue as a going concern. If we are of the opinion that a material uncertainty exists, we shall remind users of the parent company only financial statements to pay attention to relevant disclosures in said statements within our audit report. If such disclosures are inadequate, we need 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 cause the Company to cease to continue as a going concern.
-
Evaluated the overall presentation, structure, and content of the parent company only financial statements (including relevant notes), and whether the parent company only financial statements adequately present the relevant transactions and events.
-
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 the Company.
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).
~3-2~
From the matters communicated with the governing bodies, we determined the key audit matters for the audit of the Company's parent company only financial statements for the year ended December 31, 2022. 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 Jin-Guan-Zheng-VI No. 0940100754 Approval Document No. : Jin-Guan-Zheng-VI No. 0940129108 March 16, 2023
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.
~3-3~
(English Translation of Balance Sheets Originally Issued in Chinese) Better Life Group Co., Ltd. Balance Sheets
For the Year Ended December 31, 2022 and 2021
Unit: In Thousand New Taiwan Dollars
| Assets Current assets: 1100 Cash and cash equivalents (Note 6(1)) 1150 Notes receivable, net (Notes 6(4) and (18)) 1170 Accounts receivable, net (Notes 6(4) and (18)) 1320 Inventories (for construction industry) (Notes 6(5), 7, 8, and 9) 1410 Prepayments (Notes 6(6) and 7) 1424 Excess business tax paid 1476 Other financial assets - current (Note 8) 1478 Construction deposits paid (Notes 7 and 9) 1480 Incremental cost of obtaining contracts - current (Note 7) Non-current assets: 1510 Financial assets at fair value through profit or loss - non-current (Notes 6(2) and 8) 1517 Financial assets at fair value through other comprehensive income - non-current (Note 6(3)) 1550 Investments using the equity method (Note 6(7)) 1600 Property, plant and equipment (Notes 6(8) and 7) 1755 Right-of-use assets (Note 6(10)) 1760 Net investment property (Notes 6(9), 8, and 9) 1780 Intangible assets 1980 Other financial assets - non-current (Note 7) Total assets |
2022.12.31 | % 4 - - 45 5 1 4 17 4 |
2021.12.31 Amount % 34,481 2 394 - 43,050 3 836,516 58 61,716 4 20,996 2 29,063 2 219,817 15 15,472 1 |
2021.12.31 Amount % 34,481 2 394 - 43,050 3 836,516 58 61,716 4 20,996 2 29,063 2 219,817 15 15,472 1 |
|---|---|---|---|---|
| Amount | Amount | |||
| $ 53,148 5,490 171 599,528 67,141 17,595 55,424 223,305 39,244 |
34,481 394 43,050 836,516 61,716 20,996 29,063 219,817 15,472 |
|||
1,061,046 |
80 |
1,261,505 |
87 |
|
87,780 19,718 57,200 4,056 10,590 84,464 107 1,617 |
7 2 4 - 1 6 - - |
- 17,944 53,686 196 13,549 83,047 163 1,154 |
- 2 4 - 1 6 - - |
|
265,532 |
20 |
169,739 |
13 |
|
$ 1,326,578 |
100 |
1,431,244 |
100 |
~4~
(English Translation of Balance Sheets Originally Issued in Chinese)
Better Life Group Co., Ltd.
Balance Sheets (Continued)
For the Year Ended December 31, 2022 and 2021
Unit: In Thousand New Taiwan Dollars
| Liabilities and equity Current liabilities: 2100 Short-term borrowings (Note 6(11)) 2130 Contract liabilities - current (Notes (18) and 9) 2150 Notes payable (Note 7) 2170 Accounts payable (Note 7) 2200 Other payables 2280 Lease liabilities - current (Notes 6 (14) and 7) 2305 Other financial liabilities - current 2322 Long-term borrowings due within one year or one operating cycle (Note 6(12)) 2399 Other current liabilities - other (Note 9) Non-current liabilities: 2530 Corporate bonds payable (Note 6 (13)) 2540 Long-term borrowings (Note 6(12)) 2580 Lease liabilities - non-current (Notes 6 (14) and 7) Total liabilities Equity (Note 6(16)): 3110 Common stock 3200 Capital surplus 3310 Legal reserve 3350 Undistributed earnings (or deficit to be compensated) 3400 Other equity interests Total equity Total liabilities and equity |
2022.12.31 Amount % $ 315,782 25 90,290 7 6,561 - 43,217 3 9,746 1 3,094 - 3 - 2,000 - 13,941 1 |
2021.12.31 Amount % 423,053 30 48,776 3 6,100 - 32,142 2 7,870 1 2,919 - 3 - - - 26,925 2 |
|---|---|---|
484,634 37 |
547,788 38 |
|
284,786 21 45,000 3 7,674 1 |
276,030 19 - - 11,100 1 |
|
822,094 62 |
834,918 58 |
|
1,002,654 76 22,097 2 4,320 - (513,769) (39) (10,818) (1) |
1,002,654 70 21,938 2 4,320 - (416,218) (29) (16,368) (1) |
|
504,484 38 |
596,326 42 |
|
$ 1,326,578 100 |
1,431,244 100 |
(Please refer to the notes to parent company only financial statements) Manager: Lin, Jui-Shan
Chairman: Chung, Hsi-Chi
Accounting Manager: Huang, Wen-Cheng
~ 4-1 ~
(English Translation of Statements of Comprehensive Income Originally Issued in Chinese)
Better Life Group Co., Ltd.
Statements of Comprehensive Income
For the Years Ended December 31, 2022 and 2021
Unit: NTD thousands
| 4000 Operating income (Note (18)) 5000 Operating costs(Note 6(5)) Gross profit 6000 Operating expenses(Notes 6 (14) and 7): 6100 Selling expenses 6200 General and administrative expenses Net operating loss Non-operating income and expenses(Notes 6(14), (20), and 7): 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial costs 7070 Share of profit or loss of subsidiaries, associates, and joint ventures recognized using equity method (Note 13) Total non-operating income and expenses 7900 Net loss before tax 7950 Less: Income tax expenses(Note 6(15) 8200 Net loss for the period 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 8349 Less: Income tax related to items not reclassified Total items that will not be reclassified subsequently to profit or 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 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 8300 Other comprehensive income for the current period Total comprehensive income for the current period Loss per share (Note 6(17)) 9750 Basic loss per share (NTD) 9850 Diluted loss per share (NTD) |
2022 | % 100 103 |
2021 | % 100 96 4 12 27 39 (35) 2 3 7 (11) 9 10 (25) 1 (26) 3 - 3 - - - 3 (23) (0.34) (0.34) |
|---|---|---|---|---|
| Amount $ 317,970 327,783 |
Amount 136,378 130,332 |
|||
(9,813) |
(3) 8 13 |
6,046 |
||
26,585 40,663 |
16,112 36,976 |
|||
67,248 |
21 53,088 |
|||
(77,061) |
(24) 1 2 (2) (5) 1 |
(47,042) |
||
3,667 5,051 (6,930) (17,221) 3,397 (12,036) |
3,197 4,301 9,611 (14,776) 12,154 |
|||
(3) (27) 2 |
14,487 |
|||
(89,097) 5,531 |
(32,555) 1,122 |
|||
(94,628) |
(29) | (33,677) |
||
2,510 - 2,510 |
1 - |
3,414 - |
||
| 1 | 3,414 | |||
117 - 117 |
- - |
(76) - |
||
| - | (76) | |||
| 2,627 | 1 | 3,338 |
||
$ (92,001) |
(28) | (30,339) |
||
$ |
(0.94) |
|||
| $ | (0.94) |
(Please refer to the notes to parent company only financial statements)
Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan
Accounting Manager: Huang, Wen-Cheng
~ 5 ~
(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, 2022 and 2021
Unit: In Thousand New Taiwan Dollars
| Balance on January 1, 2021 Net loss for the period Other comprehensive income for the current period Total comprehensive income for the current period Due to recognition of equity component- (warrants of convertible bonds (preference shares) issued Balance on December 31, 2021 Net loss for the period Other comprehensive income for the current period Total comprehensive income for the current period Changes in other capital surplus Disposal of equity instrument at fair value through other comprehensive income Balance on December 31, 2022 |
Share capital | Capital surplus | Retained | earnings | Other equity items | Other equity items | Total equity |
|---|---|---|---|---|---|---|---|
| Exchange difference on translation of financial statements of foreign operations |
Unrealized gain (loss) on financial assets at fair value through other comprehensive income |
||||||
| Common stock | Legal reserve | Undistributed earnings |
|||||
| $ 1,002,654 | 110 |
4,320 |
(382,541) |
90 |
(19,796) |
604,837 |
|
- - |
- - |
- - |
(33,677) - |
- (76) |
- 3,414 |
(33,677) 3,338 |
|
- |
- | - | (33,677) | (76) |
3,414 |
(30,339) |
|
| ) - |
21,828 | - |
- |
- |
- |
21,828 |
|
1,002,654 - - |
21,938 - - |
4,320 - - |
(416,218) (94,628) - |
14 - 117 |
(16,382) - 2,510 |
596,326 (94,628) 2,627 |
|
- |
- | - | (94,628) | 117 |
2,510 |
(92,001) |
|
| - - |
159 - |
- - |
- (2,923) |
- - |
- 2,923 |
159 - |
|
| $ 1,002,654 |
22,097 |
4,320 |
(513,769) |
131 |
(10,949) |
504,484 |
(Please refer to the notes to parent company only financial statements) Manager: Lin, Jui-Shan
Chairman: Chung, Hsi-Chi
Accounting Manager: Huang, Wen-Cheng
~ 6 ~
(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, 2022 and 2021
Unit: NTD thousands
| 2022 Cash flow from operating activities: Net loss before tax for the current period $ (89,097) Adjustments: Income and expenses Depreciation expense 4,263 Amortization expense 140 Net loss on financial assets and liabilities at fair value through profit or loss 6,930 Interest expense 17,221 Interest income (3,667) Dividend income (294) Share of profit of subsidiaries, associates, and joint ventures recognized using equity method (3,397) Loss on disposal and scrapping of property, plant and equipment - Gain on reversal of property, plant and equipment - Gain on lease modifications - Total income and expenses 21,196 Changes in assets/liabilities related to operating activities: Net change in assets related to operating activities: Financial assets at fair value through profit or loss (94,710) Notes receivable (5,096) Accounts receivable 42,879 Inventories 240,022 Prepayments (2,024) Other financial assets (29,845) Construction deposits paid (3,488) Incremental cost of obtaining contracts (23,772) Total net change in assets related to operating activities 123,966 Net change in liabilities related to operating activities: Contract liabilities 41,514 Notes payable 461 Accounts payable 11,075 Other payables 1,979 Non-current liabilities (12,984) Other financial liabilities - current - Total net change in liabilities related to operating activities 42,045 Total net change in assets and liabilities related to operating activities 166,011 Total adjustments 187,207 Cash generated (used) in operating activities 98,110 Interest received 3,667 Dividend received 294 Interest paid (11,602) Income tax paid (5,531) Net cash generated (used) in operating activities 84,938 |
2022 Cash flow from operating activities: Net loss before tax for the current period $ (89,097) Adjustments: Income and expenses Depreciation expense 4,263 Amortization expense 140 Net loss on financial assets and liabilities at fair value through profit or loss 6,930 Interest expense 17,221 Interest income (3,667) Dividend income (294) Share of profit of subsidiaries, associates, and joint ventures recognized using equity method (3,397) Loss on disposal and scrapping of property, plant and equipment - Gain on reversal of property, plant and equipment - Gain on lease modifications - Total income and expenses 21,196 Changes in assets/liabilities related to operating activities: Net change in assets related to operating activities: Financial assets at fair value through profit or loss (94,710) Notes receivable (5,096) Accounts receivable 42,879 Inventories 240,022 Prepayments (2,024) Other financial assets (29,845) Construction deposits paid (3,488) Incremental cost of obtaining contracts (23,772) Total net change in assets related to operating activities 123,966 Net change in liabilities related to operating activities: Contract liabilities 41,514 Notes payable 461 Accounts payable 11,075 Other payables 1,979 Non-current liabilities (12,984) Other financial liabilities - current - Total net change in liabilities related to operating activities 42,045 Total net change in assets and liabilities related to operating activities 166,011 Total adjustments 187,207 Cash generated (used) in operating activities 98,110 Interest received 3,667 Dividend received 294 Interest paid (11,602) Income tax paid (5,531) Net cash generated (used) in operating activities 84,938 |
2021 (32,555) 3,610 179 - 14,776 (3,197) - (12,154) 205 (11,787) (400) (8,768) - 875 (43,050) 55,329 13,184 (20,531) (27,647) (12,116) (33,956) 26,842 (4,037) (8,218) 765 6,342 3 21,697 (12,259) (21,027) (53,582) 3,197 - (13,087) (1,122) (64,594) |
|---|---|---|
| 21,196 | ||
(94,710) (5,096) 42,879 240,022 (2,024) (29,845) (3,488) (23,772) |
||
123,966 |
||
41,514 461 11,075 1,979 (12,984) - |
||
| 42,045 | ||
166,011 |
||
187,207 |
||
98,110 3,667 294 (11,602) (5,531) |
||
84,938 |
~7~
(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, 2022 and 2021
Unit: NTD thousands
| 2022 Cash flow from investing activities: Financial assets (payment returned due to capital reduction) at fair value through other comprehensive income - non-current 736 Acquisition of property, plant and equipment (4,910) Guarantee deposits paid (463) Acquisition of intangible assets (84) Acquisition of investment property (1,417) Other financial assets 3,484 Net cash generated (used) in investing activities (2,654) Cash flow from financing activities: Decrease in short-term borrowings (107,271) Increase (decrease) in short-term notes payable - Corporate bonds issued - New long-term borrowings 47,000 Lease principal repaid (3,505) Other financing activities 159 Net cash generated (used) in financing activities (63,617) Increase in cash and cash equivalents in the current period 18,667 Balance of cash and cash equivalents at the beginning of the period 34,481 Balance of cash and cash equivalents at the end of the period $ 53,148 |
2022 Cash flow from investing activities: Financial assets (payment returned due to capital reduction) at fair value through other comprehensive income - non-current 736 Acquisition of property, plant and equipment (4,910) Guarantee deposits paid (463) Acquisition of intangible assets (84) Acquisition of investment property (1,417) Other financial assets 3,484 Net cash generated (used) in investing activities (2,654) Cash flow from financing activities: Decrease in short-term borrowings (107,271) Increase (decrease) in short-term notes payable - Corporate bonds issued - New long-term borrowings 47,000 Lease principal repaid (3,505) Other financing activities 159 Net cash generated (used) in financing activities (63,617) Increase in cash and cash equivalents in the current period 18,667 Balance of cash and cash equivalents at the beginning of the period 34,481 Balance of cash and cash equivalents at the end of the period $ 53,148 |
2021 4,098 (205) 570 - - 3,147 |
|---|---|---|
(2,654) |
7,610 |
|
(107,271) - - 47,000 (3,505) 159 |
(183,631) (27,304) 295,000 - (3,032) - |
|
| (63,617) | 81,033 |
|
18,667 34,481 |
24,049 10,432 |
|
$ 53,148 |
34,481 |
(Please refer to the notes to parent company only financial statements) Chairman: Chung, Hsi-Chi Manager: Lin, Jui-Shan
Accounting Manager: Huang, Wen-Cheng
~ 7-1 ~
Better Life Group Co., Ltd. Notes to Parent Company Only Financial Statements For the Years Ended December 31, 2022 and 2021
(NTD thousands unless otherwise specified)
I. Organization and Operations
Better Life Group Co., Ltd. (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 on July 24.
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, 2023.
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, 2022, which has not caused a material impact on the standalone 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)
-
(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, 2023, which will not cause a material impact on the standalone financial statements.
-
‧Amendments to IAS 1, “Disclosure of Accounting Policies”
-
‧Amendments to IAS 8, “Definition of Accounting Estimates”
-
‧Amendments to IAS 12, “Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction”
~8~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(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 standards Amendments to IAS 1 (Classification of Liabilities as Current or Non-current) Amendments to IAS 1 “Non-current Liabilities with Covenants” |
Major revisions As per the existing IAS 1 requirements, companies classify a liability as current when they do not have an unconditional right to defer settlement for at least 12 months after the reporting date. In the amendments, the requirement for a right to be unconditional has been removed, and instead now IASB requires that a right to defer settlement must exist at the reporting date and have substance. The amendments also clarify how a company classifies a liability that can be settled in its own equity instruments (such as convertible corporate bonds). After certain aspects of the 2020 amendments to IAS 1 were reconsidered, the new amendments reconfirmed that only covenants with which a company must comply on or before the balance sheet date affect the classification of a liability as current or non-current. Covenants with which the company must comply after the balance sheet date (i.e. future covenants) do not affect a liability’s classification at that date. However, when non-current liabilities are subject to future covenants, companies will now need to disclose information to help users understand the risk that those liabilities could become repayable within 12 months after the balance sheet date. |
Effective date announced by IASB |
|---|---|---|
| January 1, 2024 January 1, 2024 |
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 below will have a material impact on the parent company only financial statements. ‧Amendments to IFRS 10 and IAS 28, “Sale or Contribution of Assets between an Investor and Its Associate or
Joint Venture”
‧IFRS 17, “Insurance Contracts” and Amendments to IFRS 17
‧Amendments to IFRS 16, “Lease Liability in a Sale and Leaseback”
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.
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Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
-
(II) Basis of preparation
-
Basis for measurement
The parent company only financial statements were prepared at historical cost except the important items in the balance sheet below:
-
(1) Financial assets at fair value through profit or loss that are measured at fair value;
-
(2) Financial assets at fair value through other comprehensive income that are measured at fair value.
-
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
-
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) Qualified cash flow hedge, which within the effective scope of hedging.
-
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 non-controlling 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.
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Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
- (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:
-
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;
-
Assets held primarily for the purpose of trading;
-
Assets expected to be realized within 12 months after the balance sheet date; or
-
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:
-
Liabilities expected to be settled in the ordinary course of business (usually longer than one year for the construction industry);
-
Liabilities held primarily for the purpose of trading;
-
Liabilities expected to be settled within 12 months after the balance sheet date; or
-
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.
- 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, financial assets at fair value through profit or loss, 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.
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Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
- (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
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.
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.
Dividend income from equity investments is recognized on the date when the Company is entitled
to receive dividends (usually the ex-dividend date).
- (3) Financial assets at fair value through profit or loss
Financial assets, which are not measured at amortized cost or are measured at fair value through other comprehensive income as above, are measured at fair value through profit or loss. Upon initial recognition, to eliminate or significantly reduce accounting mismatch, the Company may irrevocably designate the financial assets that meet the criteria for being measured at amortized cost or at fair value through other comprehensive income as at fair value through profit or loss.
Such assets are subsequently measured at fair value, and the gain or loss from remeasurement (including any dividend and interest income) is recognized in profit or loss.
- (4) Impairment of financial assets
The Company recognizes an allowance for losses on financial assets measured at amortized cost (including cash and cash equivalents), note receivables, accounts receivables, other receivables, refundable deposits and other financial assets) and expected credit losses on contract assets.
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Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
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.
When determining whether the credit risk has increased significantly since the initial recognition, the Company takes into account reasonable and corroborative information (obtainable without undue cost or effort), including qualitative and quantitative information, and analyzes it based on the Company's historical experience, credit assessments, and forward-looking information.
If the credit risk rating of a financial instrument is equivalent to the globally defined "investment grade" (BBB -in Standard & Poor's, Baa3 in Moody's, or twA in Taiwan Ratings, or higher than such levels), the Company regards that the credit risk of the debt securities is low.
If a contract payment is overdue for more than 30 days, the Company assumes that the credit risk of an financial asset has increased significantly.
If a contract payment is overdue for more than 360 days, or the borrower is unlikely to fulfill its credit obligations and pay the full amount to the Company, the Company will deem the financial asset 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 over which expected credit losses are measured is the maximum contract period over which the Company is exposed to credit risk.
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 all cash shortfalls, that is the difference between the cash flows that the Company can receive as per the contract and the cash flows that the Company expects to receive. Expected credit losses are discounted at the effective interest rate on the financial asset.
The Company assesses whether financial assets at amortized cost are credit-impaired on each balance sheet date. A financial asset is credit-impaired 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;
-
‧ 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.
~13~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
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.
- (5) 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.
-
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.
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Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(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:
-
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.
-
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.
-
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 standalone financial statements, the Company adopts the equity method 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 standalone 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 standalone 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 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 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.
~15~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(X) Property, plant and equipment
- 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.
2. Subsequent cost
Subsequent expenditures are capitalized only when it is probable that the future economic benefits will flow to the Company.
- 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.
- 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.
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Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
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 right-of-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.
- Lessor
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.
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Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(XII) Intangible assets
- 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.
- 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.
- 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.
- (13) 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 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 cash-generating unit.
An impairment loss is recognized when the recoverable amount of an individual asset or cash-generating 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.
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Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
- (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.
- (2) Significant financial components - advance receipts for property
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. 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. The Company evaluates whether the contract consideration is different from the current selling price and whether the aforementioned advance consideration received includes financing factors per contract. The advance consideration received by the Company is mainly to provide protection for contract performance by customers, thereby reducing the resale price risk and subsidy caused by any customer's non-performance of the contract to the Company. Therefore, it is not a significant financial component of obtaining financial financing from customers. Thus, the time value of money of the transaction consideration is not adjusted.
~19~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
-
Cost of customer contracts
-
(1) Incremental cost of obtaining contracts
If the Company expects to recover its incremental costs of obtaining customer contracts, it recognizes such costs in assets. 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 Company recognizes in assets the incremental costs incurred in obtaining customer contracts, which are expected to be recovered through the sale of property and amortizes them on a systematic basis consistent with that adopted for the transfer of pre-sale property to customers.
-
(XVI) Employee benefits
-
Defined contribution plan
Contribution obligations to the defined contribution plan are recognized in expenses in the period during which the employee provides service.
- Short-term employee benefits
Short-term employee benefits are recognized as expenses when the relevant services are provided. If the Company has a present legal or constructive payment obligation due to an employee's past services and the obligation can be estimated reliably, the amount of benefits is recognized in liabilities.
- (XVII) Income tax
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 base. Temporary differences arising from the circumstances below are not recognized in deferred tax:
-
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;
-
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
-
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.
~20~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
The Company will offset deferred tax assets and deferred tax liabilities only when the criteria below are met at the same time:
-
Has the statutory enforcement power to offset current income tax assets and current income tax liabilities; and
-
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. Critical Accounting Judgments and Key Sources of Estimation and Uncertainty
When preparing these parent company only financial statements, 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.
The accounting policies involve significant judgement, and the information with a material impact on the amounts recognized in this parent company only 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
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(5) for details of inventory valuation.
VI. Summary of Significant Accounting Items
- (I) Cash and cash equivalents
| ry of Significant Accounting Items sh and cash equivalents |
||
|---|---|---|
| Cash on hand Demand deposit Checking deposit Cash and cash equivalents listed in the statements of cash flows |
2022.12.31 | 2021.12.31 |
| $ 142 53,002 4 |
142 34,321 18 |
|
| $ 53,148 |
34,481 |
~21~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
Please refer to Note 6 (21) for interest rate risks and the sensitivity analysis of the Company’s financial assets and liabilities.
| (II) Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss: Non-derivative financial assets TWSE/TPEx listed stocks |
2022.12.31 $ 87,780 |
|---|---|
-
The Company participated in Falcon Machine Tools Co., Ltd.’s public offering to acquire 5.01% of its shares, or a total of 3,850,000 shares, in August 2022 in the amount of NT$94,710 thousand, and the transfer of shares was completed on August 19, 2022.
-
Please refer to Note 8 for details of the financial assets at fair value through profit or loss, which were pledged by the Company as collateral as of December 31, 2022.
(III) Financial assets at fair value through other comprehensive income (FVTOCI)
| Equity instrument at fair value through other comprehensive income: Domestic unlisted stock - Eastern Electronics Co., Ltd. Domestic unlisted stock - Technology Associates Corporation Domestic unlisted stock - Tech Alliance Corp. Domestic unlisted stock - Shin Kong Real Estate Management Co., Ltd. Foreign unlisted stock - World Join International Ltd. Total |
2022.12.31 $ 5,715 - - 1,890 12,113 |
2021.12.31 - 3,667 274 1,890 12,113 17,944 |
|---|---|---|
| $ 19,718 |
- 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 were dissolved and liquidated per resolution rendered by the annual shareholders meeting on November 9, 2021. Meanwhile, May 24, 2022 was set as the date of completion of the liquidation and distribution of residual property. As a result, the stock payments, NT$410 thousand and NT$326 thousand, were returned to the consolidated company, and the consolidated company received 391,000 shares allocated from Eastern Electronics Co., Ltd. The fair value of said liquidated and derecognized financial assets was measured as NT$6,451 thousand based on the cash and stocks as allocated. The accumulated liquidation losses totaled NT$2,923 thousand. Therefore, the liquidation losses have been transferred from other equity interests to retained earnings.
-
Please refer to Note 6 (21) for market risk information.
-
The Company’s above financial assets have not been pledged as collateral.
~22~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
| (IV) Notes and accounts receivable Notes receivable - from operations Accounts receivable at amortized cost Less: Allowance for losses |
2022.12.31 | 2021.12.31 394 47,262 (4,212) |
|---|---|---|
| $ 5,490 4,383 (4,212) |
||
$ 5,661 |
43,444 |
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 forward-looking information incorporated. The Company's expected credit loss analysis for the notes and accounts receivable is as follows:
| Not past due Overdue for more than 360 days Not past due Overdue for more than 360 days |
2022.12.31 | Allowance for lifetime expected credit losses - 4,212 |
|
|---|---|---|---|
| Carrying amounts of notes and accounts receivable $ 5,661 4,212 |
Weighted average expected credit loss rate - 100% 2021.12.31 |
||
$ 9,873 |
4,212 |
||
Allowance for lifetime expected credit losses - 4,212 |
|||
| Carrying amounts of notes and accounts receivable $ 43,444 4,212 |
Weighted average expected credit loss rate - 100% |
||
$ 47,656 |
4,212 |
The changes in allowances for losses on the Company’s notes and accounts receivable are as follows:
| Opening balance (ending balance) | 2022 $ 4,212 |
2021 4,212 |
|---|---|---|
None of the Company’s notes receivable and accounts receivables was pledged for collateral as of December 31, 2022 and 2021.
(V) Inventories
| Construction business: Buildings and land held for sale Construction in progress Inventory expected to be recovered after more than 12 months |
2022.12.31 | 2021.12.31 622,620 213,896 |
|---|---|---|
| $ 311,027 288,501 |
||
$ 599,528 |
836,516 |
|
$ 288,501 |
441,049 |
~23~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
The details of operating costs are as follows:
| etails of operating costs are as follows: | ||
|---|---|---|
| Buildings and land held for sale reclassified after sold Loss on inventory price decline |
2022 $ 315,267 12,516 |
2021 130,332 - |
$ 327,783 |
130,332 |
-
In 2022 and 2021, please refer to Note 6(20) for information on the Company’s interest capitalization.
-
Please refer to Note 8 for the Company’s pledges on inventory as collateral as of December 31, 2022 and 2021.
(VI) Prepayments
| Construction business - Sample house interior design cost Construction business - Pre-construction development costs Others |
2022.12.31 $ 8,124 57,249 1,768 |
2021.12.31 7,029 52,422 2,265 |
|---|---|---|
$ 67,141 |
61,716 |
- (VII) Investment using the equity method
The Company's investments using the equity method at the balance sheet date are listed below:
Subsidiaries
| 2022.12.31 $ 57,200 |
2021.12.31 53,686 |
|---|---|
-
Please refer to the 2022 consolidated financial statements for information on subsidiaries.
-
As of December 31, 2022 and 2021, the Company's investments using the equity method were not pledged as collateral.
(VIII) Property, plant and equipment
The details of the changes in cost, depreciation, and impairment losses of the Company’s property, plant and equipment in 2022 and 2021 are as follows:
| Cost or deemed cost: Balance on January 1, 2022 Addition Balance on December 31, 2022 |
Land $ 5,382 - $ 5,382 |
Leasehold improvements - 4,910 |
Other equipment 205 - |
Total | |
|---|---|---|---|---|---|
5,587 4,910 |
|||||
4,910 |
205 | 10,497 |
~24~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
| Land Balance on January 1, 2021 $ 82,029 Addition - Disposal - Reclassification to investment property (76,647) Balance on December 31, 2021 $ 5,382 Depreciation and impairment losses: Balance on January 1, 2022 $ 5,382 Depreciation for the current period - Balance on December 31, 2022 $ 5,382 Balance on January 1, 2021 $ 17,169 Depreciation for the current period - Impairment loss reversed (11,787) Disposal - Balance on December 31, 2021 $ 5,382 Book value: December 31, 2022 $ - December 31, 2021 $ - January 1, 2021 $ 64,860 |
Land $ 82,029 - - (76,647) |
Leasehold improvements 632 - (632) - |
Other equipment - 205 - - |
Total 82,661 205 (632) (76,647) |
|---|---|---|---|---|
$ 5,382 |
- | 205 | 5,587 |
|
- 982 |
9 68 |
5,391 1,050 |
||
| $ 5,382 |
982 | 77 | 6,441 |
|
$ 17,169 - (11,787) - |
323 104 - (427) |
- 9 - - |
17,492 113 (11,787) (427) |
|
| $ 5,382 |
- |
9 | 5,391 |
|
$ - |
3,928 |
128 |
4,056 |
|
| $ - |
- |
196 | 196 |
|
| $ 64,860 |
309 | - | 65,169 |
-
Please refer to Note 8 for details of the collateral for bank loans and financing facilities as of December 31, 2022 and 2021.
-
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.
-
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.
~25~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(IX) 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 change in the Company’s investment properties is as follows:
| Cost or deemed cost: Balance on January 1, 2022 Addition Balance on December 31, 2022 Balance on January 1, 2021 Transferred from property, plant and equipment Balance on December 31, 2021 Depreciation and impairment losses: Balance (i.e. opening balance) as at December 31, 2022 Balance (i.e. opening balance) as at December 31, 2021 Carrying amount: December 31, 2022 December 31, 2021 January 1, 2021 Fair value: December 31, 2022 December 31, 2021 |
Land and improvements $ 83,047 1,417 |
|---|---|
$ 84,464 |
|
$ - 83,047 |
|
$ 83,047 |
|
$ - |
|
| $ - |
|
$ 84,464 |
|
$ 83,047 |
|
$ - |
|
| $ 208,099 |
|
$ 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 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(8) 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.
~26~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(X) 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:
| Cost of right-of-use assets: Balance on January 1, 2022 Addition Balance on December 31, 2022 Balance on January 1, 2021 Addition Decrease Balance on December 31, 2021 Depreciation and impairment losses of right-of-use assets: Balance on January 1, 2022 Depreciation Balance on December 31, 2022 Balance on January 1, 2021 Depreciation for the current period Decrease Balance on December 31, 2021 Book value: December 31, 2022 December 31, 2021 January 1, 2021 |
Land $ - - |
Buildings 13,198 - |
Transportation equipment 1,107 254 |
Office equipment 225 - |
Total 14,530 254 |
|---|---|---|---|---|---|
| $ - |
13,198 | 1,361 | 225 | 14,784 | |
| $ 547 - (547) |
16,317 13,198 (16,317) |
1,107 - - |
225 - - |
18,196 13,198 (16,864) |
|
$ - |
13,198 |
1,107 | 225 | 14,530 |
|
| $ - - |
460 2,640 |
384 530 |
137 43 |
981 3,213 |
|
| $ - |
3,100 |
914 | 180 | 4,194 |
|
| $ 221 45 (266) |
7,310 3,038 (9,888) |
15 369 - |
92 45 - |
7,638 3,497 (10,154) |
|
$ - |
460 |
384 | 137 | 981 |
|
| $ - |
10,098 |
447 | 45 | 10,590 | |
| $ - |
12,738 |
723 | 88 | 13,549 |
|
| $ 326 |
9,007 |
1,092 | 133 | 10,558 |
(XI) Short-term borrowings
The details of the Company's short-term borrowings are as follows:
| Secured bank borrowings Facilities not yet drawn Interest rate range |
2022.12.31 $ 315,782 |
2022.12.31 $ 315,782 |
2021.12.31 423,053 |
|---|---|---|---|
$ 352,028 |
415,207 |
||
2.51%~2.94% |
1.85%~2.09% |
Please refer to Note 8 for the details of the Company's assets pledged for bank borrowings.
~27~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(XII) Long -term borrowings
The Company’s long-term borrowings are as follows:
| ng -term borrowings The Company’s long-term borrowings are as follows: |
||
|---|---|---|
| Secured bank loan- Due in August2025 Less: Current portion Total Facilities not yet drawn Interest rate range |
2022.12.31 | |
| $ 47,000 (2,000) |
||
$ 45,000 |
||
$ - |
||
| 2.03%~2.19% |
Please refer to Note 8 for the details of the Company's assets pledged for bank borrowings.
(XIII) Corporate bonds payable
The information on the Company’s corporate bonds payable is as follows:
| Amount of ordinary corporate bonds issued Unamortized balance of discounted corporate bonds payable Cumulative amount of redemption Cumulative amount of conversion Balance of corporate bonds payable at the end of the period |
2022.12.31 $ 300,000 (15,214) - - |
2021.12.31 300,000 (23,970) - - |
|---|---|---|
| $ 284,786 |
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:
| The main corporate bonds |
rights and obligations attached to the Company's issued and outstanding secured convertible are as follows: |
|---|---|
| Item | The first issue of secured convertible corporate bonds in 2021 |
| Total issue amount |
NT$300,000,000 |
| 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 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 |
~28~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(XIV) Lease liabilities
The Company's lease liabilities are as follows:
| Current Non-current |
2022.12.31 $ 3,094 |
2021.12.31 2,919 |
|---|---|---|
$ 7,674 |
11,100 |
Please refer to Note 6 (21) Financial Instruments for maturity analysis.
The amounts recognized in profit or loss are as follows:
| Please refer to Note 6 (21) Financial Instruments for maturity analysis. The amounts recognized in profit or loss are as follows: |
nalysis. | |
|---|---|---|
| 2022 Interest expense on lease liabilities $ 244 Expense on short-term leases $ 328 Amounts recognized in the statements of cash flows are as follows: 2022 Total cash outflow from leases $ 4,077 |
2022 $ 244 |
2021 |
| 329 | ||
| $ 328 |
412 | |
| 2021 3,773 |
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.
(XV) Income tax
1. Income tax expense
The details of the Company's income tax expenses for 2022 and 2021 are as follows:
| Current income tax expense Land value increment tax |
2022 $ 5,531 |
2021 |
|---|---|---|
| 1,122 |
The adjustments of the Company’s income tax expenses and earnings before tax for 2022 and 2021 are
| as follows: Net loss before tax Income tax calculated at the domestic tax rate where the Company is located Land value increment tax Book-tax difference Tax-exempt income Book-tax difference in capitalized interest Current tax losses on unrecognized deferred tax assets Changes in unrecognized temporary differences Total |
2022 | 2021 (32,555) |
|---|---|---|
| $ (89,097) (17,819) 5,531 748 (679) 947 12,788 4,015 $ 5,531 |
||
(6,735) 1,122 639 (2,431) 1,109 7,505 (87) |
||
1,122 |
~29~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
2. Deferred tax assets
Unrecognized deferred tax assets
Items not recognized in deferred tax assets by the Company are as follows:
| Deductible temporary differences Tax loss |
2022.12.31 $ 4,762 110,091 |
2021.12.31 747 95,464 |
|---|---|---|
$ 114,853 |
96,211 |
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, 2022, the deadlines for using the tax losses that the Company has not recognized in deferred tax assets are as follows:
| in deferred tax assets are as follows: | ||
|---|---|---|
| Year | Losses not yet used | Last valid year |
| Approved amount in 2013 Approved amount in 2014 Approved amount in 2015 Approved amount in 2016 Approved amount in 2018 Approved amount in 2019 Approved amount in 2020 Amount filed in 2021 Estimated amount in 2022 |
$ 62,773 2023 53,343 2024 78,675 2025 75,403 2026 80,915 2028 48,108 2029 40,580 2030 46,718 2031 63,942 2032 $ 550,457 |
3. The Company’s business income taxes were assessed by the tax authority up to the year 2020.
(XVI) Capital and other interests
The total amount of the Company's authorized capital as of December 31, 2022 and 2021 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.
~30~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
1. Issue of ordinary shares
On June 30, 2022, 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. Further, the shareholders’ meeting dated August 4, 2021 resolved that the amount of capital increase in cash through a private placement which has not yet been executed would not be executed any longer.
2. Capital surplus
he balance of the Company's capital surplus is as follows:
| Capital surplus he balance of the Company's capital surplus is as follows: |
||
|---|---|---|
| Gain on disposal of assets Stock options - issue of convertible corporate bonds Others |
2022.12.31 $ 110 21,828 159 |
2021.12.31 110 21,828 - |
| $ 22,097 |
21,938 |
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.
The Company recalled the stock dividends which shareholders failed to claim within the specific time limit and recognized the capital surplus, NT$159 thousand, in May 2022.
3. 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 June 30, 2022 and August 4, 2021 to offset the losses for 2021 and 2020, respectively.
~31~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
- Other interests (net of tax)
| Balance on January 1, 2022 Share of exchange difference on translation from subsidiaries using the equity method Unrealized profit or loss from financial assets measured at fair value through other comprehensive income Realized loss on disposal of equity instrument at fair value through other comprehensive income Balance on December 31, 2022 Balance on January 1, 2021 Share of exchange difference on translation from subsidiaries using the equity method Unrealized profit or loss from financial assets measured at fair value through other comprehensive income Balance on December 31, 2021 |
Exchange difference on translation of financial statements of foreign operations |
Unrealized gain (loss) on financial assets at fair value through other comprehensive income (16,382) - 2,510 2,923 |
Total (16,368) 117 2,510 2,923 |
|---|---|---|---|
| $ 14 117 - - |
|||
| $ 131 |
(10,949) |
(10,818) |
|
| $ 90 (76) - |
(19,796) - 3,414 |
(19,706) (76) 3,414 |
|
| $ 14 |
(16,382) |
(16,368) |
- (XVII) Loss per share
The Company’s basic loss per share in 2022 and 2021 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:
-
Basic loss per share
-
(1) Net loss attributable to equity holders of the Company’s ordinary shares
| Net loss attributable to equity holders of the Company’s ordinary shares for the current period (2) Weighted average number of outstanding ordinary shares Weighted average number of outstanding ordinary shares Basic loss per share (NTD) |
2022 2021 |
|---|---|
| $ (94,628) (33,677) |
|
2022 2021 |
|
| 100,265 100,265 |
|
$ (0.94) (0.34) |
~32~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
2. Diluted loss per share
The Company’s diluted loss per share in 2022 and 2021 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, 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)
| 2022 Net loss attributable to equity holders of the Company’s ordinary shares (basic) $ (94,628) Interest expense on convertible corporate bonds (Note) Net loss attributable to equity holders of the Company’s ordinary shares (diluted) $ (94,628) Weighted average number of outstanding ordinary shares (diluted) 2022 Weighted average number of outstanding ordinary shares (basic) 100,265 Effect of conversion of convertible corporate bonds (Note) Weighted average number of outstanding ordinary shares (diluted) 100,265 Diluted loss per share (NTD) $ (0.94) |
2021 (33,677) (Note) (33,677) |
|---|---|
2021 100,265 (Note) 100,265 |
|
(0.34) |
(2) Weighted average number of outstanding ordinary shares (diluted)
Note: It is not included in the calculation of diluted earnings per share due to its anti-dilution effect. (XVIII) Revenue from customer contracts
- Details of revenue
| Revenue from customer contracts recognized Rent income Details of revenue Main region/market: Taiwan Main product/service line: Product sales (sales of property) Contract type: Fixed-price contract Time point of revenue recognition: Goods and services transferred at a point in time |
2022 $ 317,353 617 |
2021 136,276 102 |
|---|---|---|
| $ 317,970 |
136,378 | |
2022 $ 317,353 |
2021 136,276 136,276 136,276 136,276 |
|
$ 317,353 |
||
$ 317,353 |
||
$ 317,353 |
- Details of revenue
~33~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
- Contract balance
| Notes receivable Accounts receivable Less: Allowance for losses Contract liabilities -Sales of property |
2022.12.31 $ 5,490 4,383 (4,212) |
2021.12.31 394 47,262 (4,212) |
2020.1.1 |
|---|---|---|---|
| 1,269 4,212 (4,212) |
|||
$ 5,661 |
43,444 |
1,269 |
|
$ 90,290 |
48,776 |
21,934 |
Please refer to Note 6(4) for the information on notes receivable, accounts receivable, and impairment thereof.
The opening balances of contract liabilities of NT$30,203 thousand and NT$0 at January 1, 2022 and 2021 were recognized as income in 2022 and 2021, respectively.
The change in contract liabilities is mainly due to the timing difference between the time of the Company's transfer of goods or services to customers to fulfill its contractual obligations (i.e., recognizing contract liabilities as revenue) and the time of payment made by the customers.
(XIX) Remuneration to employees, directors, and supervisors
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 2022 and 2021 and hence there was no need to distribute remunerations to employees or directors. Relevant information is available at the Market Observation Post System.
(XX) Non-operating income and expenses
1. Interest income
The details of the Company's interest income for 2022 and 2021 are as follows:
| Interest income Interest on bank deposits Imputed interest on security deposits Guarantee deposits paid Other interest income |
2022 $ 167 8 3,488 4 |
2021 11 9 3,147 30 |
|---|---|---|
| $ 3,667 |
3,197 |
2. Other income
The details of the Company's other income for 2022 and 2021 are as follows:
| Management fees income Dividend income Rent income Others |
2022 $ 3,714 294 - 1,043 |
2021 4,024 - 50 227 4,301 |
|---|---|---|
$ 5,051 |
~34~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
3. Other gains and losses
The details of the Company's other gains and losses for 2022 and 2021 are as follows:
| Foreign currency exchange gain Gain on lease modifications Net loss on financial assets at fair value through profit or loss Gain on reversal of impairment of property, plant and equipment Others |
2022 $ - - (6,930) - - |
2021 1 400 - 11,787 (2,577) |
|---|---|---|
| $ (6,930) |
9,611 |
4. Financial costs
The details of the Company's financial costs for 2022 and 2021 are as follows:
| Interest expense Interest on bank borrowings Interest on lease liabilities Financial costs Discounted and amortized convertible corporate bonds Less: Capitalized interest Capitalized interest rate |
2022 $ 7,576 244 3,679 8,756 (3,034) |
2022 $ 7,576 244 3,679 8,756 (3,034) |
2021 11,841 329 1,374 2,858 (1,626) |
|---|---|---|---|
$ 17,221 |
14,776 |
||
1.85%~2.78% |
1.85%~2.01% |
(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 Note 6 (4) for credit risk exposure of notes receivable and accounts receivable.
Other financial assets at amortized cost include other receivables (listed in other financial assets - current). Allowances for overdue receivables for 2022 and 2021 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).
~35~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
2. Liquidity risk
The table below shows the maturity dates of contractual financial liabilities, including estimated interest but excluding the effect of netting arrangement.
| December 31, 2022 Non-derivative financial liabilities Floating-rate instruments Fixed-rate instruments Non-interest bearing liabilities Lease liabilities December 31, 2021 Non-derivative financial liabilities Floating-rate instruments Fixed-rate instruments Non-interest bearing liabilities Lease liabilities |
Carrying amount |
Contractual cash flow |
Within 6 months |
6–12 months | 1–2years | 2–5years | More than 5 years |
|---|---|---|---|---|---|---|---|
$ 362,782 284,786 59,527 10,768 |
373,575 300,000 59,527 11,134 |
5,861 - 59,527 1,669 |
229,485 - - 1,602 |
94,649 300,000 - 2,779 |
43,580 - - 5,084 |
- - - - |
|
$ 717,863 |
744,236 |
67,057 |
231,087 |
397,428 |
48,664 |
- |
|
$ 423,053 276,030 46,115 14,019 |
434,835 300,000 46,115 14,625 |
139,195 - 46,115 1,523 |
2,736 - - 1,604 |
201,655 - - 3,193 |
91,249 300,000 - 8,305 |
- - - - |
|
$ 759,217 |
795,575 |
186,833 |
4,340 |
204,848 |
399,554 |
- |
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.
3. 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 2022 and 2021 would have decreased/increased by NT$2,553 thousand and NT$3,615 thousand, respectively, mainly due to the Company’s borrowings at variable interest rates.
4. Other price risks
If the price of equity securities changes on the reporting date (the same basis is adopted for the analysis of the two periods with an assumption that other factors remain unchanged), the impact on the comprehensive income items is as follows:
| Security price on the | 2022.12.31 | 2022.12.31 | 2021.12.31 | 2021.12.31 |
|---|---|---|---|---|
Other comprehensive income after tax |
Profit or loss after tax |
Other comprehensive income after tax |
Profit or loss after tax - |
|
reporting date Up by 1% Down by 1% |
||||
| $ 173 |
878 | 155 | ||
| $ (173) |
(878) |
(155) |
- |
~36~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
-
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 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 measures recurring fair values of the financial assets at fair value through profit or loss and at fair value through other comprehensive income. 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:
| isted below: | |||||
|---|---|---|---|---|---|
| Financial assets at fair value through profit or loss Non-derivative financial assets mandatorily at fair value through profit or loss Financial assets at fair value through other comprehensive income Domestic and foreign unlisted stocks Financial assets at fair value through other comprehensive income Domestic and foreign unlisted stocks |
2022.12.31 | Total 87,780 |
|||
| Carrying amount $ 87,780 |
Fair value | ||||
| Level 1 87,780 |
Level 2 - |
Level 3 - |
|||
$ 19,718 |
- |
- |
19,718 | 19,718 |
|
| 2021.12.31 | Total 17,944 |
||||
| Carrying amount $ 17,944 |
Fair value | ||||
| Level 1 - |
Level 2 - |
Level 3 17,944 |
~37~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
- (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.
If there is an active market for financial instruments held by the Company, their fair values are determined with reference to the quoted prices in the 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.
(5) Transfer between Levels 1 and 2: None.
~38~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(6) Details of changes in Level 3
| Details of changes in Level 3 | |
|---|---|
| January 31, 2022 Recognized in other comprehensive income Stocks allocated due to liquidation of investee Liquidation December 31, 2022 January 1, 2021 Recognized in other comprehensive income Capital refunded for capital reduction December 31, 2021 |
At fair value through other comprehensive income Equity instruments without quoted prices $ 17,944 2,510 5,715 (6,451) |
$ 19,718 |
|
$ 18,628 3,414 (4,098) |
|
$ 17,944 |
(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.
Quantitative information on significant unobservable inputs is listed as follows:
| Item Financial assets at FVTOCI – investments in equity instruments without active markets |
Valuation technique Asset method |
Significant unobservable input Significant unobservable input and relations with fairvalue ‧Discount on liquidity (32.30% on both December 31, 2022 and 2021) ‧Discount on non-controlling interests (6.45% on December 31, 2022 and 2021) ‧The higher the liquidity disco the lower the fair value ‧The higher the non-controllin interest discount, the lower the fair value |
Significant unobservable input and relations with **fairvalue ** |
|---|---|---|---|
~39~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(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:
| December 31, 2022 Financial assets at fair value through other comprehensive income Investment in equity instruments without active markets December 31, 2021 Financial assets at fair value through other comprehensive income Investment in equity instruments without active markets |
Input | Up/down movements |
Changes in fair value reflected in other comprehensive income Favorable change Unfavorable change - (2,108) 2,108 - - (2,913) 2,913 - - (1,870) 1,870 - - (2,583) 2,583 - |
|---|---|---|---|
| Favorable change | |||
| Non-controlling interest discount Non-controlling interest discount Liquidity discount Liquidity discount Non-controlling interest discount Non-controlling interest discount Liquidity discount Liquidity discount |
+10% -10% +10% -10% +10% -10% +10% -10% |
- 2,108 - 2,913 - 1,870 - 2,583 |
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.
2. 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.
~40~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
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.
3. 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 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 2022 and 2021, 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.
- 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.
~41~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
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.
5. 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 2022 was largely consistent with 2021: maintenance of the debt to capital ratio to ensure financing at a reasonable cost.
The debt-to-equity ratios as of December 31, 2022 and 2021 were as follows:
| Total liabilities Less: Cash and cash equivalents Net liability Total equity Adjusted capital Debt-to-equity ratio |
2022.12.31 $ 822,094 (53,148) |
2022.12.31 $ 822,094 (53,148) |
2021.12.31 834,918 (34,481) |
|---|---|---|---|
768,946 504,484 |
800,437 596,326 |
||
$ 1,273,430 |
1,396,763 |
||
60.38% |
57.31% |
~42~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(XXIV) Non-cash transactions and investments and financing activities
The Company's non-cash transactions and investments and financing activities in 2022 and 2021 are as follows:
-
Please refer to Note 6(10) for details of the right-of-use assets obtained through leases.
-
The reconciliation of liabilities from financing activities is as follows:
| Short-term borrowings Long -term borrowings Corporate bonds payable Lease liabilities Total amount of liabilities from financing |
2022.1.1 $ 423,053 - 276,030 14,019 $ 713,102 |
Cash flows (107,271) 47,000 - (3,505) (63,776) |
Non-cash movement Others - - (Note 1) 8,756 (Note 2) 254 |
2022.12.31 315,782 47,000 284,786 10,768 |
|---|---|---|---|---|
9,010 |
658,336 |
activities
| Short-term borrowings Short-term notes payable Corporate bonds payable Lease liabilities Total amount of liabilities from financing |
2021.1.1 $ 606,684 26,989 - 10,964 $ 644,637 |
Cash flows (183,631) (27,304) 295,000 (3,032) 81,033 |
Non-cash movement Others - (Note 3) 315 (Note 1) (18,970) (Note 4) 6,087 |
2021.12.31 423,053 - 276,030 14,019 |
|
|---|---|---|---|---|---|
(12,568) |
713,102 |
activities
Note 1: It refers to the stock options and discounting and amortization of convertible corporate bonds. Note 2: New lease liabilities arising from the period.
Note 3: It is the discounted amortized short-term notes payable.
Note 4: An increase of NT$13,198 thousand and a reduction in rents by NT$7,111 thousand.
VII. Related Party Transactions
- (I) Name of related party and relations
During the periods covered by the standalone financial statements, the Company’s subsidiaries and other
related parties with transactions with the Company are as follows:
Name of related party
Better Life Green Energy Technology Co., Ltd.
Better Life Real Estate Co., Ltd.
Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd.
Better Life Group Travel Service Co., Ltd.
Puyuan Development Co., Ltd.
Puyuan Advertising Co., Ltd.
Puqun Advertising Co., Ltd.
Relations with the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
Subsidiary of the Company
-
A supervisor at the company is a member of the key management personnel of the Company
-
A director at the company is a member of the key management personnel of the Company
-
A director at the company is a member of the key management personnel of the Company
~43~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
| Name of relatedparty | Relations with 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, 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
The amount of goods purchased by the Company from other related parties for contracting of projects is as follows:
| follows: | ||
|---|---|---|
| Pucheng Construction Co., Ltd. Belongs to other related parties |
Purchases 2022 2021 $ 67,945 28,108 1,572 2,286 |
|
$ 69,517 |
30,394 |
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 the engineering contracts entered into by the Company and related parties as of December 31, 2022 and 2021.
2. Payables to related parties
The details of the Company's payables to related parties are as follows:
| Account | Relatedparty category | 2022.12.31 $ 6,561 8,536 12,014 - 8,812 6,452 847 |
2021.12.31 6,100 - - 10,361 3,154 6,400 200 |
|---|---|---|---|
| Notes payable Accounts payable Accounts payable Accounts payable Accounts payable Accounts payable Accounts payable |
Pucheng Construction Co., Ltd. Pucheng Construction Co., Ltd. Puquan Advertising Co., Ltd. Puqun Advertising Co., Ltd. Subsidiary - Better Life Real Estate Co., Ltd. Subsidiary - Better Life Green Energy Technology Co., Ltd. Belongs to other related parties |
||
| $ 43,222 |
26,215 |
3. Leases
(1) Lease-out
The Company leased an office to its subsidiary in 2022 and 2021 and signed a two-year lease contract as per the rental market in nearby areas. The rental income in 2022 and 2021 was NT$100 thousand and NT$91 thousand, respectively.
~44~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
(2) Lease-in
The Company rented the headquarter office building from Puyuan Advertising Co., Ltd. and Puxu Advertising Co., Ltd. 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 2022 and 2021 were NT$0 and NT$215 thousand as well as NT$256 thousand and NT$40 thousand , respectively. As of December 31, 2022 and 2021, the balances of lease liabilities were NT$9,805 thousand and NT$12,612 thousand, respectively In addition, the guarantee deposits paid due to the above leases as of December 31, 2022 and 20201 were NT$463 thousand and NT$0, respectively.
4. Others
-
(1) The Company signed an marketing agency contract with its subsidiary Better Life Real Estate Co., Ltd. for the sale of the Kang ChiaoAsahi Villa project. See Note 9. During 2022 and 2021, the Company paid the marketing agency service fee to the subsidiary, in the amounts of NT$19,457 thousand and NT$7,993 thousand, respectively, recognized in operating expenses, and the incremental cost of obtaining contracts was recognized in the amounts of NT$8,392 thousand and NT$5,605 thousand, respectively.
-
(2) The Company signed an marketing agency contract with Puqun Advertising Co., Ltd. and Puquan Advertising Co., Ltd., respectively, for the sale of property. See Note 9. During 2022 and 2021, the Company paid the marketing agency service fee to the related parties, in the amount of NT$0 and NT$0, respectively, recognized in operating expenses, and the incremental cost of obtaining contracts was recognized in the amounts of NT$30,852 thousand and NT$9,867 thousand, respectively.
-
(3) The Company obtained from Pucheng Construction Co., Ltd. a guarantee check of NT$28,612 thousand as of December 31, 2022 and 2021 for construction and engineering works.
-
(4) The Company provided the related party Chang Chun-Kuei with interest subsidies of NT$3,261 thousand and NT$0 (recognized in prepayments), a guarantee deposits paid of NT$24,500 thousand, and guarantee notes submitted of NT$24,500 thousand, respectively, as of December 31, 2022 and 2021, for the joint development and separate sale of the project on the land at Guishan Hwa-Ya. In addition, it engaged in a joint investment in this construction project with Puyuan Development Co., Ltd. and Pushi Construction Co., Ltd.
-
(5) The Company and Puyuan Construction Co., Ltd. jointly invested in a construction project in the Mei-Ren section, Songshan District, and jointly integrated and developed an urban renewal project in the Shitan section, Neihu District.
-
(6) The company and its subsidiary, Better Life Green Energy Technology Co., Ltd., signed a solar power management contract in 2021. It is agreed that the Company has to pay a monthly management service fee of NT$60,000 to the subsidiary and the necessary costs for the construction of a solar power zone in a solar power project till a development permit is obtained and the category of land use is changed. As of December 31, 2022 and 2021, the estimated accounts payable amounted to NT$6,400 thousand and NT$6,400 thousand, respectively.
-
(7) The Company entered into a renovation contract with Puxu Advertising Co., Ltd., a related party, for office renovation, and the price was fully paid as of December 31, 2022. The leasehold improvements were recognized as $4,733 thousand.
-
(III) Transactions with key management personnel Key management personnel’s remuneration includes:
[Short-term employee benefits]
2022 2021 $ 9,824 9,824
~45~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
VIII. Assets Pledged
The details of the book value of the assets pledged by the Company as collateral are as follows:
| **Name of asset ** | **Asset pledged as collateral ** | 2022.12.31 | 2021.12.31 836,516 5,890 21,347 83,047 - |
|---|---|---|---|
| Inventories -Construction industry Other financial assets-current Other financial assets-current Investment property Financial assets at fair value through profit or loss -non-current |
Short-term borrowings and short-term notes payable Reserve account Trust account Short-term borrowings and corporate bonds payable Long -term borrowings |
$ 599,528 2,406 52,104 84,464 87,780 $ 826,282 |
|
946,800 |
IX. Significant Contingent Liabilities and Unrecognized Commitments
-
(I) Significant unrecognized commitments:
-
The information on the sales contracts signed between the Company and the customers for the projects launched is as follows:
| Total contract price Advance receipts |
2022.12.31 $ 756,113 |
2021.12.31 304,292 48,776 |
|---|---|---|
$ 90,290 |
| 2. The construction contracting contracts signed and payments made by the Company projects it invests are as follows: 2022.12.31 Payables not yet priced as per contract $ 206,703 Payables to related parties that have not been priced as per contract $ 204,362 |
2. The construction contracting contracts signed and payments made by the Company projects it invests are as follows: 2022.12.31 Payables not yet priced as per contract $ 206,703 Payables to related parties that have not been priced as per contract $ 204,362 |
for the construction 2021.12.31 225,247 221,999 |
|---|---|---|
$ 204,362 |
||
- The situation of joint construction contract and joint investment contract on construction projects signed by the Company and the landlords is as follows:
| Project name or land lot | Joint construction method | Joint construction deposits paid (construction deposits paid) |
Joint construction deposits paid (construction deposits paid) |
|---|---|---|---|
| 2022.12.31 $ 198,805 24,500 - - - |
2021.12.31 | ||
| Xinyi Section, Xinyi District Hwa-Ya Section, Guishan District Zhongshan Section, Zhongshan District Meiren Section, Songshan District Shitan Section, Neihu District |
Joint investment in construction and joint construction and allocation of housing units Joint investment in construction and joint construction and separate sale Joint investment in construction and joint construction and allocation of housing units Joint investment in construction and joint construction and allocation of housing units Urban renewal project |
195,317 24,500 - - - |
|
| $ 223,305 |
219,817 |
- The Company’s guarantee notes submitted amounted to NT$24,500 thousand and NT$24,500 thousand as of December 31, 2022 and 2021, respectively, for business requirements.
~46~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
-
The Company paid a net amount of NT$48,509 thousand and recognized this as prepayment as of December 31, 2022 and 2021, respectively, for authorizing third parties in the integration and disposal of projects under development as well as other relevant matters. In addition, the advance receipts were NT$20,000 thousand as of December 31, 2021, which were recognized as other current liabilities.
-
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. The aforesaid land was transferred from “property, plant and equipment” to “investment property”. Please refer to Note 6 (9).
X. Major Disaster Loss: None.
XI. Material Events After the Balance Sheet Date
The board of directors resolved a decision on March 16, 2023 to change the accounting policy for subsequent measurement of investment property from a cost model to a fair value model.
XII. Others
The statement of employee benefits, depreciation, depletion, and amortization expenses of the year by function is as follows:
| is as follows: | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| By function By nature |
2022 | 2021 | |||||||
| Operating costs |
Operating expenses |
Total | Operating costs |
Operating expenses |
Total | ||||
| Employee benefit expenses Salary and wages Labor and health insurance Pension Directors’ remuneration Other employee benefit expenses Depreciation expense Depletion expense Amortization expense |
- - - - - - - - |
20,837 1,517 820 3,960 777 4,263 - 140 |
20,837 1,517 820 3,960 777 4,263 - 140 |
- - - - - - - - |
18,764 1,358 698 3,960 634 3,610 - 179 |
18,764 1,358 698 3,960 634 3,610 - 179 |
|||
| Additional information on the Company’s number of employees and 2021 is as follows: Number of employees Number of directors who do not serve as employees concurrently Average employee benefit expenses Average employee salary and wages Average adjustment to employee salary and wages Supervisors’ remuneration |
employee benefit expenses for 2022 and 2022 2021 25 25 7 7 $ 1,331 1,192 $ 1,158 1,042 11.13% (13.67)% $ - - |
||||||||
| 25 | |||||||||
| 7 | 7 | ||||||||
| $ 1,331 |
1,192 | ||||||||
$ 1,158 |
1,042 |
||||||||
11.13% $ - |
11.13% |
(13.67)% |
|||||||
- |
~47~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
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
- (I) Information on significant transactions
In 2022, 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:
-
Loans to others: None.
-
Endorsements/Guarantees provided to others:
| In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
In 2022, 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. 2. Endorsements/Guarantees provided to others: |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unit: In Thousand New Taiwan Dollars | |||||||||||||
| Code | Endorser/ Guarantor |
Endorsed/ Guaranteed party |
Maximum endorsement/ guarantee amount to a single enterprise |
Maximum endorsement/ guarantee balance for the current period |
~~E~~ndorsement/ Guarantee balance at the end of the period |
Amount drawn |
~~E~~ndorsement/ Guarantee amount with assets pledged |
Ratio of cumulative endorsement/ guarantee to net worth as in the latest financial statements |
Maximum endorsement/ guarantee amount |
Endorsement/ guarantee form parent to subsidiary |
~~E~~ndorsement/ guarantee form subsidiary to parent |
~~E~~ndorsement/ guarantee to entity in mainland China |
|
Company name |
Relations | ||||||||||||
| 0 | The Company |
Yunpeng Construction Co., Ltd. |
5 |
504,484 | 388,800 | 388,800 | 242,177 | - | 77.07% | 1,008,968 | N | N | N |
| 0 | The Company |
Tianyi Construction Co., Ltd. |
5 |
504,484 | 453,600 | 453,600 | 282,541 | - | 89.91% | 1,008,968 | 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 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.
-
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 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.
~48~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
- Securities held at the end of the period (excluding investment in subsidiaries, associates, and joint ventures):
Unit: In Thousand New Taiwan Dollars
| Holding company |
Type and name of securities | Relations with holding company |
Account | End of period | End of period | End of period | End of period | Remarks |
|---|---|---|---|---|---|---|---|---|
| Number of shares |
Carrying amount |
Shareholding | Fair value | |||||
| The Company The Company The Company The Company The Company The Company |
Stock - Eastern Electronics Co., Ltd. Stock - Nexcell Battery Co., Ltd. Stock - Umay International Developmemt Co., Ltd Stock - World Join International Ltd. Stock -Shin Kong Real Estate Management Co., Ltd. Stock - Falcon Machine Tools Co., Ltd. |
- - - - - |
Financial assets at fair value through other comprehensive income - non-current 〃〃〃〃Financial assets at fair value through profit or loss -non-current |
390,921 200,000 15 547,103 500,000 3,850,000 |
5,715 - - 12,113 1,890 87,780 |
0.58 % 0.20 % - % 7.50 % 1.67 % 5.01 % |
5,715 - - 12,113 1,890 87,780 |
Pledge |
-
Securities acquired or sold amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: None.
-
Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital:
Unit: In Thousand New Taiwan Dollars
| Companies disposing of property |
Name of property |
Date of occurrence |
Initial date of acquisition |
Book value |
Amount of transaction |
Payment collection |
Gain or loss on **disposal ** |
Transaction counterparty |
Relations | Purpose of disposal |
Basis for price determination |
Other agreed matters |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company |
Inventories - Construction in progress |
2022.09.01 |
It is a presale property, so it does not apply. |
Note applicable |
431,769 (before tax) |
41,377 |
Note applicable |
Natural person N p |
on-related arty |
Profit gained |
Appraisal report |
-
Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.
-
Receivables from related parties amounting to at least NT$100 million or 20% of the paid-in capital: None.
-
Trading in derivative instruments: None.
-
(II) Information on investees:
Information on the Company’s investees in 2022 is as follows (excluding the investees in mainland China):
Unit: In Thousand New Taiwan Dollars
| Investor | Investee | Region | Principal business |
Initial investment amount |
Initial investment amount |
Holdings at the end of period | Holdings at the end of period | Holdings at the end of period | Profit or loss on investee for the current period |
Profit or loss recognized for the current period |
Remarks |
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the current period |
Last year | Number of shares |
Percentage | Carrying amount |
|||||||
| The Company The Company The Company |
Better Life Green Energy Technology Co., Ltd. Better Life Real Estate Co., Ltd. Better Life Group Travel Service Co., Ltd. |
Taiwan Taiwan Taiwan |
Trade Marketing agency for the sale of real estate Travel agency |
91,000 110,000 9,000 |
91,000 110,000 9,000 |
9,100,000 11,000,000 - |
100.00% 100.00% 100.00% |
9,503 39,129 1,730 |
(34) 7,664 (10) |
(34) 5,796 (10) |
Subsidiaries Subsidiaries Subsidiaries |
(III) Information on investments in mainland China
- 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 |
Investment method |
Cumulative investment remitted from Taiwan at the beginning of period |
Cumulative amount of investment remitted or recovered in current period |
Cumulative amount of investment remitted or recovered in current period |
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 |
Profit or loss recognized for the current period |
Carrying amount of investment at the end of period |
Cumulative repatriation of investment income at the end of current period |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward remitted |
Repatriated | |||||||||||
| Better Life Jinxia (Xiamen) Tourism Management Service Co., Ltd. s r l |
Tourism management ervice and eal estate easing |
32,246 (USD1,050) |
(Note 1) |
32,246 (Note 2) (USD1,050) |
- |
- | 32,246 (Note 2) (USD1,050) |
(2,355) (RMB538) |
100.00% | (2,355) (Note 3) (RMB538) |
6,838 (RMB1,551) |
- |
~49~
Notes to Parent Company Only Financial Statements of Better Life Group Co., Ltd. (Continued)
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 | 32,246 (USD1,050) |
275,622 (USD8,975) |
302,690 (Note 4) |
Note 4: Maximum amount: Net worth of equity for current period × 60% = NT$504,484 thousand × 60% = NT$302,690 thousand.
-
Significant transactions with investees in mainland China: None.
-
(IV) Information on major shareholders:
Unit: Shares
| nformation on major shareholders: | Unit: Shares | |
|---|---|---|
| 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 | 6,882,000 | 6.86% |
XIV. Information on Operating Segments
Please refer to the 2022 consolidated financial statements for information on subsidiaries.
~50~
Better Life Group Co., Ltd.
Statement of Cash and Cash Equivalents
Balance on December 31, 2022
Unit: In Thousand New Taiwan Dollars
| Item Cash on hand Demand deposit Checking deposit |
Summary | Amount $ 142 53,002 4 |
|---|---|---|
| $ 53,148 |
Statement of Inventories
| Remarks | ||||||
|---|---|---|---|---|---|---|
| Item | Summary | Amount | Net realizable value | (pledge) | ||
| Buildings and land | Qingpu BetterLife | $ | 34,997 | Short-term notes payable | ||
| held for sale | Garden | |||||
| Buildings and land | Kang ChiaoAsahi Villa | 288,546 | Bank borrowings | |||
| held for sale | ||||||
| Construction in | Song Yong | 146,234 | Bank borrowings | |||
| progress | ||||||
| Construction in | Pauian Pau-Garden | 142,267 | Bank borrowings | |||
| progress | ||||||
| Less: Allowance for | (12,516) | |||||
| inventory valuation | ||||||
| losses | ||||||
| Total | $ | 599,528 | 874,694 |
~51~
Better Life Group Co., Ltd.
Statement of Construction Deposits Paid
Balance on December 31, 2022
Unit: In Thousand New Taiwan Dollars
Please refer to Note 9(1) for relevant information.
Statement of Movement in Investment Property For the Years Ended December 31, 2022 and 2021
Please refer to Note 6(9) for relevant information.
~52~
Better Life Group Co., Ltd.
Statement of Movement in Investment Under Equity Method
For the Years Ended December 31, 2022 and 2021
Unit: In Thousand New Taiwan Dollars
| Name | Opening balance | Increase in c | urrentperiod | Decrease in c | urrentperiod | Ending balance | Ending balance | Market price or net worth of equity |
Market price or net worth of equity |
Collateral or **pledge ** |
Remarks | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares Amount |
Number of shares |
Amount - 5,796 - - |
Number of shares |
Amount (34) - (10) (2,238) |
Number of shares |
Shareholding | Amount 9,503 39,129 1,730 6,838 |
Unitprice | Totalprice | |||
9,503 44,236 1,730 6,838 |
||||||||||||
| 5,796 | (2,282) | 57,200 | 62,307 |
~53~
Better Life Group Co., Ltd. Statement of Short-Term Borrowings
Balance on December 31, 2022
Unit: In Thousand New Taiwan Dollars
==> picture [511 x 115] intentionally omitted <==
----- Start of picture text -----
Type of Ending Financing
borrowings Lender balance Contract period Interest rate range facility Mortgage or collateral Remarks
Secured bank Financial $ 90,000 2020.09.01~2024.09.01 2.51%~2.56% 239,810 Construction in progress and
borrowings institution A buildings and land held for sale
〃 Financial 225,782 107.09.18~112.08.09 2.84%~2.94% 378,000 Construction in progress
institution B
Unsecured Financial
borrowings institution C - 2022.05.29~2023.05.28 2.86% 50,000
Total $ 315,782 667,810
----- End of picture text -----
Statement of Corporate Bonds Payable
Please refer to Note 6(13) for relevant information.
Statement of Operating Income
For the Years Ended December 31, 2022 and 2021
Please refer to Note 6(18) for relevant information.
~54~
Better Life Group Co., Ltd.
Statement of Operating Costs
For the Years Ended December 31, 2022 and 2021
Unit: In Thousand New Taiwan Dollars
Please refer to Note 6(5) for relevant information.
Statement of Operating Expenses
| Item Salary and wages (including directors' remuneration and pensions) Commission expense Depreciation Advertisement Other expenses Total |
Selling expenses $ 96 10,008 - 14,329 2,152 |
General and administrative expenses 25,521 - 4,263 24 10,855 |
Remarks |
|---|---|---|---|
| Note | |||
$ 26,585 |
40,663 |
Note: Those who did not reach 10% or more of the amount
Statement of Non-Operating Income and Expenses
Please refer to Note 6(20) for relevant information.
~55~