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BLG Interim / Quarterly Report 2023

Dec 12, 2023

51925_rns_2023-12-12_f204927a-c8a1-4005-ad6d-6f886733fd41.pdf

Interim / Quarterly Report

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Stock Code: 1805

Better Life Group Co., LTD. and the Subsidiaries

Consolidated Financial Statements and Independent Auditors’ Review Report

Q1 2023 and 2022

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’ Review Report
IV. Consolidated Balance Sheet
V. Consolidated Income Statement
VI. Consolidated Statement of Changes in Equity
VII. Consolidated Statement of Cash Flows
VIII. Notes to Consolidated 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
Page No.

1
2
3
4
5
6
7
8
8
89
911
1112
1231
3233
34
3435
35
35
3536
3637
38
38
38
39

2

Independent Auditors’ Review Report

To Better Life Group Co., Ltd.,

Introduction

We have reviewed the accompanying consolidated balance sheets of Better Life Group Co., Ltd. and its subsidiaries as of March 31, 2023 and 2022, the related consolidated statements of comprehensive income, of changes in equity and of cash flows for the three months then ended and the related notes to the consolidated financial statements, including a summary of significant accounting policies. Management is responsible for the preparation and fair presentation of the consolidated financial statement in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 “Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Our responsibility is to express a conclusion on the consolidated financial statements based on our reviews.

Scope

We conducted our review in accordance with the International Standard on Review Engagements (ISRE) 2410 “Review of Financial Statement.” A review of consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that caused us to believe that the accompanying consolidated financial statements do not present fairly, in all material respects, the consolidated financial position of the Company as at March 31, 2023 and 2022, and its consolidated financial performance and its consolidated cash flows for the three months then ended March 31, 2023 and 2022 in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and International Accounting Standard 34 ‘Interim Financial Reporting” endorsed and issued into effect by the Financial Supervisory Commission.

3

Emphasis of matter

As stated in Notes 4 (3) and (5) to the consolidated financial report, Better Life Group Co., Ltd. and its subsidiaries have changed the subsequent measurement of investment property from the cost model to the fair value model since January 1, 2023, and retroactively restated the consolidated financial report for Q1 2022. We did not revise the review conclusion accordingly.

KPMG Taiwan

PAN JIUN MING

CPA: CHEN TZUNG JE

Competent Security Authority Approval Jin-Guan-Zheng-VI No. 1110333933 Document No. : Jin-Guan-Zheng-VI No. 1000011652

May 11, 2023

Notes to Readers

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

The independent auditor’s review report and the accompanying consolidated 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’ review report and consolidated financial statements, the Chinese version shall prevail.

3-1

(English Translation of Consolidated Balance Sheets Originally Issued in Chinese) Reviewed only, not audited in accordance with the Auditing Standards as of March 31, 2023 and 2022

Better Life Group Co., LTD. and the Subsidiaries

Consolidated Balance Sheet

March 31 2023, and December 31, March 31 and January 1, 2022

Unit: In Thousand New Taiwan Dollars

2023.3.31
Assets
Amount

Current assets:
1100
Cash and cash equivalents (Note 6(1))
$ 81,967
6
1150
Notes receivable, net (Notes 6(4) and (17))
-
-
1170
Accounts receivable, net (Notes 6(4) and (17))
229
-
1320
Inventories (for construction industry) (Notes
6(5), 7, 8, and 9)
615,149
44
1410
Pre-payments (Notes 6(6), 7 and 9)
76,075
5
1424
Excess business tax paid
21,302
1
1476
Other financial assets - current (Note 8)
77,336
5
1478
Construction deposits paid (Notes 7 and 9)
224,456
16
1480
Incremental cost of obtaining contracts -
current (Note 7)
33,242
2
1482
Costs to fulfill contracts, current
8,787
1

1,138,543
80
Non-current assets:
1510
Financial assets measured at fair value through
profit or loss – non-current (Notes 6 (2)
and (20) and 8)
71,995
5
1517
Financial assets measured at fair value through
other comprehensive income – non-current
(Notes 6 (3) and (20))
19,718
1
1600
Property, plant and equipment (Notes 6(7) and (7)
12,732
1
1755
Right-of-use assets (Note 6(9))
27,009
2
1760
Investment properties (Notes 6 (8) and 8)
161,638
11
1780
Intangible assets
75
-
1980
Other financial assets - non-current (Note 7)
2,246
-

295,413
20
Total assets
$ 1,433,956
100
2023.3.31 2022.12.31
(Restated)
Amount


94,705
7
6,038
-
656
-

599,528
42

67,141
5

21,445
2

56,798
4

223,305
16

33,850
2

8,787
1
2022.3.31
(Restated)
Amount


108,618
8
1,416
-
43,362
3

667,802
48

63,095
4

22,641
2

14,925
1

220,593
16

9,868
1

6,399
-
2022.1.1
(Restated)
Amount


58,289
4
5,760
-

58,156
4

836,516
54

61,716
4

25,470
2

29,281
2

219,817
14

12,069
1
2,957
-

1,310,031
85
-
-

17,944
1

11,266
1

34,877
2

174,450
11
163
-
1,775
-

240,475
15
1,550,506
100
Amount

$ 81,967
6
-
-
229
-
615,149
44
76,075
5
21,302
1
77,336
5
224,456
16
33,242
2
8,787
1

1,138,543
80

1,112,253
79


1,158,719
83

87,780
6

19,718
1

13,417
1

28,625
2

159,840
11
107
-
2,244
-


-
-

17,944
1

15,848
1

34,201
2

174,450
13
119
-
2,287
-

295,413
20

311,731
21


244,849
17

$ 1,433,956
100
1,423,984
100


1,403,568
100

4

(English Translation of Consolidated Balance Sheets Originally Issued in Chinese) Reviewed only, not audited in accordance with the Auditing Standards as of March 31, 2023 and 2022

Better Life Group Co., LTD. and the Subsidiaries Consolidated Balance Sheet (continued) March 31 2023, and December 31, March 31 and January 1, 2022 Unit: In Thousand New Taiwan Dollars

Liabilities and equity
Current liabilities:
2100
Short-term borrowings (Note 6(10))
2130
Contract liabilities – current (Notes 6 (17)
and (9)
2150
Notes payable (Note 7)
2170
Accounts payable (Note 7)
2200
Other payables
2280
Lease liabilities - current (Notes 6(13) and (7)
2305
Other financial liabilities - current
2322
Long-term borrowings due within one year
or one operating cycle (Note 6(11))
2399
Other current liabilities - other (Note 9)

Non-current liabilities:
2530
Corporate bonds payable (Note 6 (12))
2540
Long-term borrowings (Note 6(11))
2570
Deferred income tax liability (Note 6 (13)
and (7)
2580
Lease liabilities -- Non-current

Total liabilities
Equity attributable to owners of the parent
(Note 6 (15))
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
2023.3.31
Amount

$ 315,782
22
157,047
11
4,200
-
12,728
1
12,359
1

5,999
-
597
-
2,000
-
20,371
1
2022.12.31
(Restated)
Amount
%

315,782
23

97,290
7
6,561
-

35,433
2

10,250
1
6,728
-
711
-
2,000
-

15,451
1
2022.3.31
(Restated)
Amount


336,493
24

22,573
2
1,996
-

21,123
2

11,299
1
5,870
-
777
-
-
-

28,981
2
2022.1.1
(Restated)
Amount


423,053
28

52,776
3
6,100
-

25,801
2

13,923
1
5,957
-
829
-
-
-

27,408
2

531,083
36


490,206
34


429,112
31


555,847
36

287,018
20
44,000
3
25,591
2
22,617
2

284,786
21
45,000
3
25,591
2
24,132
2

278,194
20
-
-
25,591
2
29,414
2

276,030
18
-
-
25,591
2
30,900
2
332,521
22
888,368
58
1,002,654
65
21,938
1
4,320
-
(350,406) (23)
(16,368)
(1)
662,138
42
1,550,506
100

379,226
27

379,509
28

333,199
24

910,309
63

869,715
62

762,311
55

1,002,654
70
22,097
2
4,320
-
(494,640) (34)
(10,784)
(1)

1,002,654
70
22,097
2
4,320
-
(463,984) (33)
(10,818)
(1)

1,002,654
70
21,938
2
4,320
-
(371,613) (26)
(16,042)
(1)


523,647
37


554,269
38


641,257
45

$ 1,433,956
100

1,423,984
100

1,403,568
100

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

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

4-1

(English Translation of Consolidated Statements of Comprehensive Income Originally Issued in Chinese) Reviewed only, not audited in accordance with the generally accepted auditing standards

Better Life Group Co., LTD. and the Subsidiaries Consolidated Statements of Comprehensive Income For the three months ended March 31, 2023 and 2022

Unit: NTD thousands

4000
Operating Revenues (Note 6 (17))
5000
Operating costs (Notes 6 (5) and 7)
Gross profit (loss)
6000
Operating expenses (Notes 6 (13) and 7):
6100
Selling expenses
6200
General and administrative expenses
6900
Operating losses
Non-operating Income and expenses (Notes 6 (13), (19) and 7):
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Financial costs
Total non-operating income and expenses
7900
Net loss before tax
7950
Less: income taxes (Note 6 (14))
8200
Net loss for the period
8300
Other comprehensive income (Note 6 (15))
8360
Items that may subsequently be reclassified to profit or loss
8361
Exchange difference on translation of financial statements of
foreign operations
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
Net income attributable to
8610
Owners of the parent
Other comprehensive income attributable to:
8710
Owners of the parent
Loss per share (Note 6 (16))
9750
Basic loss per share (NTD)
9850
Diluted loss per share (NTD)
January to March of
2023
Amount

$ 1,709
100
1,775
104
January to March of
2023
Amount

$ 1,709
100
1,775
104
January to March
of 2022
Amount


198,401
100

190,054
96
January to March
of 2022
Amount


198,401
100

190,054
96
Amount
$ 1,709
1,775
Amount

198,401

190,054

(66)


(4)


8,347


4

1,680
11,366



98

666



11,625

11,234


6

6

13,046


764


22,859


12

(13,112)


(768)


(14,512)


(8)

1,154
1,889
(15,785)
(4,802)



68

111

(924)

(281)



782

1,224

-

(5,287)



-

1
-

(2)

(17,544)



(1,026)



(3,281)



(1)

(30,656)
-


(1,794)
-



(17,793)
3,414



(9)

2
(30,656)
(1,794)


(21,207)


(11)

34
-



2
-



326
-



-
-
34
2

326

-
34
2

326

-
$
(30,622)

(1,792)

(20,881)

(11)

$
(30,656)



(1,794)



(21,207)



(11)

$
(30,622)



(1,792)



(20,881)



(11)

$


(0.31)




(0.21)
$
(0.31)


(0.21)

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

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

Accounting Manager: Huang,Wen-Cheng

5

(English Translation of Consolidated Statement of Changes in Equity Originally Issued in Chinese) Reviewed only, not audited in accordance with the generally accepted auditing standards

Better Life Group Co., LTD. and the Subsidiaries Consolidated Statement of Changes in Equity For the three months ended March 31, 2023 and 2022

Unit: In Thousand New Taiwan Dollars

Balance on January 1, 2022
Effects of retrospective restatements
Balance on January 1, 2022 after restatement
Net loss for the period
Other comprehensive income for the current period
Total comprehensive income for the current period
Balance on March 31, 2022 after restatement
Balance on January 1, 2023 after restatement
Net loss for the period
Other comprehensive income for the current period
Total comprehensive income for the current period
Balance on March 31, 2023
Share capital Equityattributable to owners of the Equityattributable to owners of the Equityattributable to owners of the Equityattributable to owners of the parent parent parent
Total equity
attributable to
shareholders
of the parent
company
Total equity
Total equity
Capital
surplus
21,938
-
Retained earnings Other equityitems
Common share
capital
Legal reserve Undistributed
earnings
(416,218)
65,812

Exchange
differences
arising on
translation of
foreign
operations
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income
$ 1,002,654
-
1,002,654
-

-
-
$
1,002,654
$ 1,002,654
-

-
-
$
1,002,654
4,320
-
4,320
-
-
-
4,320
4,320
-
-
-
4,320

14
(16,382)
-
-

596,326
65,812

596,326

65,812

662,138

(21,207)

326

(20,881)
641,257

554,269

(30,656)

34

(30,622)
523,647
21,938
(350,406)

14
(16,382)


662,138

-
-

(21,207)
-


-
-
326
-


(21,207)
326
- (21,207) 326
-
(20,881)
21,938
(371,613)

340
(16,382)


641,257

22,097


(463,984)


131
(10,949)



554,269

-
-

(30,656)
-


-
-
34
-


(30,656)
34
- (30,656) 34
-
(30,622)
22,097
(494,640)

165
(10,949)


523,647

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

Manager: Lin, Jui-Shan

Accounting Manager: Huang, Wen-Cheng

Chairman: Chung, Hsi-Chi

6

(English Translation of Consolidated Statement of Cash Flows Originally Issued in Chinese) Reviewed only, not audited in accordance with the generally accepted auditing standards

Better Life Group Co., LTD. and the Subsidiaries Consolidated Statement of Cash Flows For the three months ended March 31, 2023 and 2022

Unit: NTD thousands

Cash flow from operating activities:
Net loss before tax for the current period
Adjustments:
Income and expenses
Depreciation expense
Amortization expense
Net loss on financial assets and liabilities at fair value through
profit or loss
Interest expense
Interest income
Total income and expenses
Changes in assets/liabilities related to operating activities:
Net change in assets related to operating activities:
Notes receivable
Accounts receivable
Inventories
Pre-payments
Other financial assets
Construction deposits paid
Incremental cost of obtaining contracts
Costs to fulfill contracts
Total net change in assets related to operating activities
Net change in liabilities related to operating activities:
Contract liabilities
Notes payable
Accounts payable
Other payables
Non-current liabilities
Other financial liabilities - current
Total net change in liabilities related to operating activities
Total net change in assets and liabilities related to operating
activities
Total adjustments
Cash generated from (used in) operating activities
Interest received
Interest paid
Income tax paid
Net cash flow generated from (used in) operating activities
January to
March of 2023
$ (30,656)
2,440
32
15,785
4,802
(1,154)
January to
March of 2022

(17,793)

2,440

44

-

5,287

(782)

21,905



6,989

6,038
427
(14,631)
(8,791)
(21,688)
(1,151)
608
-



4,344

14,795

169,300

1,450

13,588

(776)

2,201
(3,442)
(39,188)

201,460

59,757
(2,361)
(22,707)
946
4,919
(117)



(30,203)

(4,104)

(4,708)

(2,490)

1,563

(81)

40,437



(40,023)


1,249



161,437


23,154



168,426

(7,502)
1,154
(3,599)
-



150,633

782

(3,851)
(3,414)
(9,947)

144,150

7

(English Translation of Consolidated Statement of Cash Flows Originally Issued in Chinese) Reviewed only, not audited in accordance with the generally accepted auditing standards Better Life Group Co., LTD. and the Subsidiaries

Consolidated statement of cash flow (continued) For the three months ended March 31, 2023 and 2022

Unit: NTD thousands

Cash flow from investing activities:
Acquisition of property, plant and equipment
Acquisition of investment property
Other financial assets
Net cash inflows (outflows) from investing activities
Cash flow from financing activities:
Decrease in short-term borrowings
Repayment of long-term borrowings
Lease principal repaid
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents in the current period
Balance of cash and cash equivalents at the beginning of the period
Balance of cash and cash equivalents at the end of the period
January to
March of 2023
-
(598)
1,151
January to
March of 2022
(4,910)
-
278


553

(4,632)
-
(1,000)
(2,347)


(86,560)
-
(2,664)

(3,347)


(89,224)

3
(12,738)
94,705




35
50,329
58,289
$

81,967


108,618

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

Accounting Manager: Huang, Wen-Cheng

7-1

Reviewed only, not audited in accordance with the generally accepted auditing standards Better Life Group Co., LTD. and the Subsidiaries Notes to Consolidated Financial Statements Q1 2023 and 2022

(NTD thousands unless otherwise specified)

I. Organization and Operations

Better Life Group Co., Ltd. (hereinafter referred to as the “Company”) was established on June 30, 1978 after approved by the Ministry of Economic Affairs. Its registered address is 4F, No. 303, Xinhu 1st Road, Neihu District, Taipei City. In October 1989, its stock was approved for being listed on the Taiwan Stock Exchange for trading. The Company's original name was Kaiju Co., Ltd. and it was renamed Better Life Group Co., Ltd. as approved by the shareholders' meeting on June 26, 2009, referenced Letter Shou-Shang No. 09801153160 from the Ministry of Economic Affairs on July 24.

The primary business of the consolidated company is the commissioned construction of public housing and sales/leasing of commercial buildings.

II. The Authorization of Financial Statements

These consolidated financial statements were approved and published by the board of directors on May 11, 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 adoption of the following amended International Financial Reporting Standards by the consolidated company starting on January 1, 2023 does not have a material influence on the consolidated 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”

(II) New and revised standards and interpretations not yet endorsed by the FSC

The standards and interpretations published and amended by the International Accounting Standards Board (IASB) but yet to be recognized by the Financial Supervisory Commission that may be relevant to the consolidating company are as follows:

New and revised
standards
Amendments to IAS
1 (Classification of
Liabilities as Current
or Non-current)
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).
Effective date
announced by IASB
January 1, 2024

8

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

New and revised
standards
Amendments to
IAS 1 “Non-current
Liabilities with
Covenants”
Major revisions
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

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

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

(I) Statement of compliance

The consolidated financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” (hereinafter referred to as the Regulations) and IAS 34, “Interim Financial Reporting” endorsed by the FSC. The consolidated financial statements do not include all of the information required by International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations and SIC Interpretations endorsed and issued into effect by the FSC (hereinafter referred to IFRS endorsed by the FSC) for a complete set of the annual consolidated financial statements.

Except the following descriptions, the significant accounting policies adopted in the consolidated financial statements are the same as those in the consolidated financial statement for the year ended 31, 2022. For the related information, please refer to note 4 of the consolidated financial statements for the year ended December 31, 2022.

9

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

  • (II) Basis of consolidation

  • Subsidiaries included in the consolidated financial statements

Subsidiaries included in these consolidated financial statements:

Company
name
Name of the subsidiary
Nature of
business
Ownership in the investee%
2023.3.31
2022.12.31
**2022.3.31 **
The Company
Better Life Green Energy
Technology Co., Ltd.
Solar energy
applications
The Company
Bao Lai Real Estate Co., Ltd. Marketing
agency for the
sale of real estate
The Company
Better Life Jinxia (Xiamen)
Tourism Management Service
Co., Ltd.
Tourism
management
service and real
estate leasing
The Company
Better Life Group Travel
Service Co., Ltd.
Travel agency
100%
100%
100%

100%
100%
100%
100%
100%
100%
100%
100%
100%
  1. Subsidiaries not included in consolidated financial statements: none

(III) Investment property

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. Please refer to Note 4 (5) for details on the changes in accounting policies.

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 initially measured at cost and subsequently measured at fair value, and any changes are recognized in profit or loss.

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 straightline basis over the lease term.

  • (IV) Income taxes

The income tax expenses have been prepared and disclosed in accordance with paragraph B12 of International Financial Reporting Standards 34 “Interim Reporting” by the consolidated company.

Income tax expenses for the period are best estimated by multiplying pre-tax income for the interim reporting period by the effective annual tax rate as forecasted by management, and they are all recognized as current Income tax expense

Income tax expense recognized directly in equity or other comprehensive income is measured as the temporary difference between the carrying amount of the related assets and liabilities for financial reporting purposes and their tax basis by using the tax rates that are expected to apply when those taxes are realized or paid.

  • (V) Reasons and effects of accounting changes

The management of the consolidated company evaluated that in order to more reasonably reflect the value and performance of investment properties, so that financial statements provide reliable and more relevant information on the impact of relevant transactions on the Company's financial position, financial performance or cash flow, it is proposed that starting January 1, 2023, the consolidated company changed the subsequent measurement of investment property from the cost model to the fair value model.

10

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

According to provisions of the IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, this accounting policy should be applied retrospectively. The comparative information after the restatement and the impact of changes in accounting policies on the consolidated financial report of the consolidated company is explained as follows:

2022.1.1 Balance Sheets
Before
restatement
Carrying
amount
Investment property
$ 83,047
Deferred income tax liabilities
-
Retained earnings
(416,218)
2022.3.31 Consolidated
Balance Sheet
Before
restatement
Carrying
amount
Investment property
$ 83,047
Deferred income tax liabilities
-
Retained earnings
(437,425)
2022.12.31 Consolidated
Balance Sheet
Before
restatement
Carrying
amount
Investment property
$ 84,464
Deferred income tax liabilities
-
Retained earnings
(513,769)
Impact of
changes in
accounting
policies
91,403
25,591
65,812
Impact of
changes in
accounting
policies
91,403
25,591
65,812
Impact of
changes in
accounting
policies
75,376
25,591
49,785
Restated
Carrying
amount

174,450

25,591

(350,406)
Restated
Carrying
amount

174,450

25,591

(371,613)
Restated
Carrying
amount

159,840

25,591

(463,984)

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

When preparing these consolidated financial statements according to the Regulations Governing the Preparation of Financial Reports and IAS 34, “Interim Financial Reporting,” endorsed and issued into effect by the Financial Supervisory Commission, management must make judgments, estimates and assumptions. Such judgments, 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.

Regarding the preparation of the consolidated financial statements, significant judgments made by the management when adopting the accounting policies of the consolidated company and the main sources of estimated uncertainty are consistent with Note 5 of the consolidated financial statements of 2022.

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: ‧Fair value of investment property

The subsequent measurement of the investment properties of the consolidated company is evaluated by the discounted cash flow analysis method under the income approach, and Level 3 inputs are used in the fair value valuation technique.

Valuation process

The consolidated company’s accounting policies and disclosure include financial and non-financial assets and liabilities measured at fair value. Among them, the Finance Department is 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.

11

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

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

  • Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

  • Level 2: 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 that are not based on observable inputs (unobservable inputs) for the asset or liability.

Transfer policy between levels

If there is a transfer event or situation between the levels of fair value, the consolidated company will recognize the transfer on the reporting date.

Further information on assumptions adopted to measure fair value

Please refer to the following notes for relevant information on the assumptions adopted to measure the fair value:

  • (I) Note 6 (8) Investment properties

  • (II) Note 6 (20) Financial instruments

VI. Summary of Significant Accounting Items

Except for the following descriptions, there is no material discrepancy between the explanation of the significant accounting items in the consolidated financial statements and those in the consolidated financial statement for the year ended December 31, 2022. For the related information, please refer to note 6 of the consolidated financial statements for the year ended December 31, 2022.

(I) Cash and cash equivalents

Cash on hand
Demand deposit
Checking deposit
2023.3.31
$ 192
81,757
18
2022.12.31

192

94,495

18
2022.3.31

372

108,216

30
$
81,967

94,705

108,618

Please refer to Note 6 (20) for interest rate risks and the sensitivity analysis of the consolidated 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:
TWSE/TPEx-listed stocks
2023.3.31
$
71,995
2022.12.31
87,780
2022.3.31

-

Please refer to Note 8 for details of the financial assets at fair value through profit or loss, which were pledged by the consolidated company as collateral as of March 31, 2023 and December 31 and March 31, 2022.

12

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries

(continued)

(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
2023.3.31
$ 5,715
-
-
1,890
12,113
$
19,718
2022.12.31
5,715
-
-
1,890
12,113
2022.3.31

-
3,667
274

1,890
12,113

17,944
19,718
  1. The consolidated company holds the equity instruments as a long-term strategic investment, not for trading purposes. Hence, these instruments have been designated at fair value through other comprehensive income.

  2. Please refer to Note 6 (20) for market risk information.

  3. None of the consolidated company’s financial assets abovementioned has been pledged as collateral.

  4. (IV) Notes and accounts receivable

Notes receivable - from operations
Accounts receivable at amortized cost
Less: Allowance for losses
2023.3.31
$ -
8,509
(8,280)
2022.12.31
6,038

8,936

(8,280)
2022.3.31

1,416

52,051

(8,689)

$
229



6,694



44,778

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

Not past due
Overdue for more than 360 days
2023.3.31 Allowance for
lifetime
expected
credit losses
-
8,280
8,280
Carrying
amounts of
notes and
accounts
receivable
$ 229
8,280
Weighted
average
expected
credit loss
rate
-
100%

$
8,509

13

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

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
-
8,280
8,280
Allowance for
lifetime
expected
credit losses
-
8,689
8,689
Carrying
amounts of
notes and
accounts
receivable
$ 6,694
8,280
Weighted
average
expected
credit loss
rate
-
100%
2022.3.31

$
14,974
Carrying
amounts of
notes and
accounts
receivable
$ 44,778
8,689
Weighted
average
expected
credit loss
rate
-
100%

$
53,467

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

receivable is as follows:
Opening balance (ending balance) January to
March of 2023
January to
March of 2022

8,689
$
8,280

None of the consolidating company’s notes receivable and accounts receivables was pledged for collateral as of March 31, 2023, December 31, 2022 and March 31 2022.

  • (V) Inventories
Construction business:
Buildings and land held for sale
Construction in progress
Inventory expected to be recovered
after more than 12 months
2023.3.31
$ 311,027
304,122
$
615,149
$
304,122
2022.12.31

311,027

288,501
2022.3.31

436,384

231,418

667,802

400,197



599,528



288,501

Cost of goods sold is detailed below:

Buildings and land held for sale reclassified after sold
Cost related to real estate agency services
Others
January to
March of 2023
January to
March of 2022
186,236
2,111

1,707
$ -
-
1,775

$
1,775



190,054
  1. Please refer to Note 6 (19) for the interest capitalization of the consolidated company.

  2. For the consolidating company’s inventory pledged for collateral as of March 31, 2023, December 31, 2022, and March 31 2022. Please refer to Note 8.

14

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

(VI) Pre-payments

Construction business - Sample house
interior design cost
Construction business - Pre-
construction development costs
Others
2023.3.31
$ 12,932
58,341
4,802
2022.12.31

8,124

57,249

1,768
2022.3.31
9,543
52,441
1,111
63,095

$
76,075



67,141

(VII) Property, plant and equipment

Details of the changes in property, plant and equipment of the consolidated company are as follows:

Cost or deemed cost:
Balance on January 1, 2023
Effects of changes in foreign
exchange rates
Balance on March 31, 2023
Balance on January 1, 2022
Addition
Effects of changes in foreign
exchange rates
Balance on March 31, 2022
Depreciation and impairment
losses:
Balance on January 1, 2023
Depreciation
Effects of changes in foreign
exchange rates
Balance on March 31, 2023
Balance on January 1, 2022
Depreciation
Effects of changes in foreign
exchange rates
Balance on March 31, 2022
Book value:
January 1, 2023
March 31, 2023
January 31, 2022
March 31, 2022
Land Leasehold
improvements
Other
equipment
Constructi
on work in
progress
-
-
Total
$ 5,382
-
$
5,382
$ 5,382
-
-
$
5,382
$ 5,382
-
-
$
5,382
$ 5,382
-
-
$
5,382
$
-
$
-
$
-
$
-
18,483
71
18,554
13,376
4,910
499
18,785
5,194
715
24
5,933
2,306
715
95
3,116
13,289
12,621
11,070
15,669
243
-
24,108
71
243 - 24,179
243
-
-
-
-
-

19,001
4,910
499
243 - 24,410
115
17
-
-
-
-

10,691
732
24
132 - 11,447
47
17
-
-
-
-

7,735
732
95
64 - 8,562
128
111
196
179
-
13,417
-
12,732
-
11,266
-
15,848

None of the consolidating company’s PP&E was pledged for collateral as of March 31, 2023, December 31, 2022 and March 31 2022.

15

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

(VIII) Investment property

Investment properties include the land the consolidated company rents out to the lessee via an operating lease. The initial period of the leased investment property is 24 years. At the end of a lease term, the Company will negotiate subsequent lease terms with a lessee.

The change in the consolidated company’s investment properties is as follows:

Book value:
Balance on January 1, 2023 after restatement
Addition
Balance on March 31, 2023
Balance on January 1, 2022 after restatement
Balance on March 31, 2022 after restatement
Land and
improvements
$ 159,840
1,798
$
161,638
$
174,450
$
174,450

Level 3 inputs are used in the valuation technique of subsequent measurement of the fair value of the investment properties of the consolidated company. For the reconciliation between the opening and ending carrying amounts in Level 3, please see the table of changes shown above. There are circumstances of transfer in or out of the Level 3 fair value hierarchy in the period.

The subsequent measurement of the investment properties of the consolidated company is evaluated by the discounted cash flow analysis method under the income approach, and the relevant important contract terms and valuation information are as follows:

  1. December 31, 2022
Property
Important contract
terms
Current status
Discount rate
External or in-house
appraisal
Appraisal company
Name of appraiser
Date of appraisal
Fair value of external
appraisal
Land in Toufen City in Miaoli County

1. Rent:
Construction period: NT$500 thousand/year
Operation period (1 to 10 years): 2% of the total electricity
sales revenue
Operation period (11 to 20 years): 6% of the total electricity
sales revenue
2. Lease period: 24 years
Development in progress
3.595%
External appraisal
DTZ Cushman and Wakefield Real Estate Appraiser Office
Chun-Chun Hu, Chang-Da Yang
January 1, 2023
$159,840

16

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

2. January 1, 2022
Property
Important contract
terms
Current status
Discount rate
External or in-house
appraisal
Appraisal company
Name of appraiser
Date of appraisal
Fair value of external
appraisal
Land in Toufen City in Miaoli County

1. Rent:
Construction period: NT$500 thousand/year
Operation period (1 to 10 years): 2% of the total electricity
sales revenue
Operation period (11 to 20 years): 6% of the total electricity
sales revenue
2. Lease period: 24 years
Development in progress
2.97%
External appraisal
DTZ Cushman and Wakefield Real Estate Appraiser Office
Chun-Chun Hu, Chang-Da Yang
January 1, 2023
$174,450

The valuation of the fair value of the investment properties and the changes and decisions of cash inflow and cash outflow in each period in the future are based on the principles of the contract related to the signing of the lease above, and the relevant information is as follows:

(1) Actual rent and the annual growth rate of rent

During the construction period, the income is based on the rent specified in the contract. During the operating period, we apply to Taiwan Power Corporation for the installed capacity of 10MW on the appraised property, based on the average annual power generation of 1,191 kWh from power generation equipment in Miaoli County in 2022, and the 2023 average bulk purchase rate at NT$3.935/kWh for ground-mounted solar equipment announced by the Bureau of Energy of the Ministry of Economic Affairs, added 15% for the subsidies in regions north of Miaoli to calculate the total electricity sales revenue.

With respect to the increase in revenue from electricity sales, the bulk purchase rate of the appraised property adopts the ceiling rate for the establishment permit of the power generation operators based on the "2023 Renewable Energy Electricity Bulk Purchase Rate and the Calculation Formula" and the rate is for the bulk purchase for 20 years, so there is no increase in electricity price.

(2) Estimation of discount rate

The discount rate is determined by the risk premium method, which takes into account factors such as banks' time deposit interest rates, the government's bond interest rates, risks of real estate investments, currency changes and trends of price changes in real properties to select the investment rate of return for general financial instruments, adjusted by the differences in the investment instruments and individual characteristics of the properties. The discount rate is based on Chunghwa Post's two-year postal time deposit variable rate plus excess-3 interest rate of 2.22%, and takes into account the property's income, liquidity, risk, value appreciation and the degree of difficulty in terms of management. The risk premium was added on December 31 and January 1, 2022, respectively, to determine the discount rates of 3.595% and 2.97%, respectively.

17

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries

(continued)

  • (3) Estimation of ending disposal value

The proceeds of real property disposal at the end of the period on December 31 and January 1, 2022 were both NT$5,390 thousand per year, and the calculated ending real property disposal prices on December 31 and January 1, 2022 were both NT$276,394 thousand.

  • (4) The abovementioned fair value valuation techniques and significant unobservable inputs are explained in the following table:

Interrelationships between significant unobservable Significant inputs and fair value Fair value valuation technique unobservable input measurements The discounted cash flow analysis * Risk-adjusted discount The estimated fair value would (DCF) using the income approach is rate on increase (or decrease) if: adopted to evaluate the contractual rent 2022.12.31: 3.595% *The risk-adjusted discount provided by the consolidated company. 2022.1.1: 2.97% rate decreases (increases). Discounted cash flow analysis using the income approach: refers to the method of estimating the price of the appraised property by summing up the net income of each period and ending value of future discounted cash flow after discounting at an appropriate discount rate. The method is applicable to valuation of real properties for investment purpose.

  1. There is no significant difference between the fair value of the investment properties of the consolidated company on March 31, 2023 and that on December 31 and January 1, 2022.

  2. Please refer to Note 8 for the pledged on the consolidated company’s investment properties as collateral.

  3. Ownership transfer and acquisition of certain agricultural land is only possible after the change of land use according to law. Hence, some land was registered under personal names. An authorization agreement and a trust contrast have been signed with the nominee account holder for the land registration. The land will be transferred to the consolidated company at the right time.

  4. (IX) Right-of-use assets

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

Cost of right-of-use assets:
Balance on January 1, 2023
Effects of changes in foreign
exchange rates
Balance on March 31, 2023
Balance on January 1, 2022
Addition
Effects of changes in foreign
exchange rates
Balance on March 31, 2022
Houses
and buildings
Transportation
equipment
Office
equipment
225
-
Total

43,641
150
$ 42,056
150
$
42,206
$ 41,637
-
1,060
$
42,697
1,360
-
1,360 225 43,791

1,106
254
-
225
-
-


42,968
254
1,060
1,360 225
44,282

18

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

Depreciation and impairment losses of
right-of-use assets:
Balance on January 1, 2023
Depreciation
Effects of changes in foreign
exchange rates
Balance on March 31, 2023
Balance on January 1, 2022
Depreciation
Effects of changes in foreign
exchange rates
Balance on March 31, 2022
Book value:
January 1, 2023
March 31, 2023
January 1, 2022
March 31, 2022
Houses
and buildings
Transportation
equipment
Office
equipment
180
11
-
Total

15,016

1,708
58
$ 13,923
1,565
58
$
15,546
$ 7,571
1,565
282
$
9,418
$
28,133
$
26,660
$
34,066
$
33,279
913
132
-
1,045
383
132
-
515
447
315
723
845
191 16,782
137
11
-


8,091

1,708
282
148 10,081
45
28,625
34
27,009
88
34,877
77
34,201

(X) Short-term borrowings

The consolidated company’s short-term loans are as follows:

Secured bank borrowings
Facilities not yet drawn
Interest rate range
2023.3.31
$
315,782
2023.3.31
$
315,782
2022.12.31

315,782
2022.3.31

336,493

367,737
1.91%~2.36%

$
352,028


352,028

2.63%~3.08%

2.51%~2.94%

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

(XI) Long-term loans

The consolidated company’s long-term loans are as follows:

Secured bank loan: due in August 2025
Less: Current portion
Total
Facilities not yet drawn
Interest rate range
2023.3.31
$ 46,000
(2,000)
2023.3.31
$ 46,000
(2,000)
2022.12.31
47,000
(2,000)

$
44,000

45,000

$
-

-
2.19%~2.29% 2.03%~2.19%

Please refer to Note 8 for the pledge on the consolidated company’s assets as collateral for bank loans.

19

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

(XII) Corporate bonds payable

The information on the consolidated 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
2023.3.31
$ 300,000
(12,982)
-
-
2022.12.31

300,000

(15,214)
-
-
2022.3.31

300,000

(21,806)
-
-
$
287,018

284,786

278,194


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

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

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

**Item ** The first issue of secured convertible corporate bonds in 2021
Total
issue
amount

NT$300,000,000
Issue date 2021.9.24
Issueperiod 2021.9.24~2024.9.24
Coupon rate 0%
Trustee Land Bank of TaiwanCo.,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 buy back through securities firms and cancel them,
theCompany will redeem the bonds in cash in a lumpsum 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 ordinarysharesper the conversion method.
Conversion
price
NT$15.8

(XIII) Lease liabilities

The consolidated company’s lease liabilities are as follows:

Current
Non-current
2023.3.31
$
5,999
2022.12.31
6,728
2022.3.31
5,870

$
22,617

24,132

29,414

Please refer to Note 6 (20) Financial Instruments for maturity analysis.

20

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

The amounts recognized in profit or loss are as follows:

January to
March of 2023
Interest expense on lease liabilities
$
291
Gains from sub-lease of right-of-use assets
$
1,580
Expense on short-term leases
$
103
Amounts recognized in the statements of cash flow are as follows:
January to
March of 2023
Total cash outflow from leases
$
2,741
January to
March of 2023
January to
March of 2022

350

1,746



359
January to
March of 2022

3,373
$
2,741

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

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

  • (XIV) Income taxes

  • The consolidated company’s Income tax expenses are detailed as follows:

Current income tax expense
Land value increment tax
January to
March of 2023
$
-
January to
March of 2022
3,414

2. Income tax assessments

  • (1) The Company’s business income taxes were assessed by the tax authority up to the year 2020.

  • (2) The business income tax filings from the Company’s subsidies in Taiwan were

assessed by the tax authority for the following years:

Assessment years
2020
2020
2020
Company name
Better Life Green Energy Technology Co., Ltd.
Bao Lai Real Estate Co., Ltd.
Better Life Group Travel Service Co., Ltd.
  • (3) The subsidiaries in China have filed income taxes to the local tax authorities for the years up to 2021.

21

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

(XV) Capital and other equity

Except as described below, there were no material changes in the consolidating company's capital and other equity from January 1 to March 31, 2023 and 2022. Please refer to Note 6 (15) of the 2022 consolidated financial statements for the relevant information.

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.

2. Capital surplus

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

Gain on disposal of assets
Stock options - issue of convertible
corporate bonds
Others
2023.3.31
$ 110
21,828
159
2022.12.31

110

21,828

159
2022.3.31

110

21,828

-
$
22,097

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 for the deficit first. The realized capital surplus referred to in the preceding paragraph includes the premium from the shares issued over 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 for each calender year.

The Company recalled the 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 first be 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 operating 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 board proposed the 2022 loss appropriation at the meeting held on March 16, 2023, and the 2021 loss appropriation was resolved at the annual general meeting of shareholders held on June 30, 2022.

22

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

4. Other interests (net of tax)

Balance on January 1, 2023
Exchange differences in translation of net assets of
foreign operations
Balance on March 31, 2023
Balance on January 1, 2022
Exchange differences in translation of net assets of
foreign operations
Balance on March 31, 2022
Exchange
differences
arising on
translation of
foreign
operations
$ 131
34
Unrealized gains or
losses on financial
assets at fair value
through other
comprehensive
income

(10,949)

-
Total

(10,818)
34
(10,784)

(16,368)
326
(16,042)
$
165
(10,949)
$ 14
326


(16,382)

-
$
340
(16,382)

(XVI) Loss per share

1. Basic loss per share

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

  • (1) 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
January to
March of 2023
$
(30,656)
January to
March of 2022

(21,207)

  • (2) Weighted average number of outstanding ordinary shares
Weighted average number of outstanding ordinary
shares
Basic loss per share (NTD)
January to
March of 2023
January to
March of 2022
100,265
100,265

$
(0.31)



(0.21)

2. Diluted loss per share

The Company’s diluted loss per share was 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)

Net loss attributable to equity holders of the
Company’s ordinary shares (basic)
Interest expense on convertible corporate bonds
Net loss attributable to equity holders of the
Company’s ordinary shares (diluted)
January to
March of 2023
$ (30,656)
(Note)
$
(30,656)
January to
March of 2022

(21,207)
(Note)
(21,207)

23

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

  • (2) Weighted average number of outstanding ordinary shares (diluted)
Weighted average number of outstanding ordinary
shares (basic)
Effect of conversion of convertible corporate bonds
Weighted average number of outstanding ordinary
shares (diluted)
Diluted loss per share (NTD)
January to
March of 2023
January to
March of 2023

January to
March of 2022
100,265
(Note)
100,265
100,265

(Note)
100,265
$
(0.31)
100,265
(Note)

100,265


(0.21)

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

  • (XVII) Income from contracts with customers

  • Details of revenue

The consolidated company’s income breakdown is as follows:

Revenue from customer contracts recognized
Rental Income (Note)
January to
March of 2023
$ -
1,709
January to
March of 2022
196,526

1,875

198,401

$
1,709

Note: International Financial Reporting Standards No. 16 is applicable to the consolidating

company’s rental Income from January to March of 2023 and 2022.

  1. Details of revenue
Main region/market:
Taiwan
Main product/service line:
Housing and land sales
Service income
Contract type:
Fixed-price contract
Time point of revenue recognition:
Transfer of goods or services at a certain time point
January to
March of 2023
$
-
January to
March of 2022
196,526
191,150
5,376
196,526
196,526
196,526
$ -
-
$
-
$
-
$
-

24

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

3. Contract balance
Notes receivable
Accounts receivable
Less: Allowance for losses
Contract liabilityhousing and
land sales
Contract liabilitypre-paid
income
Total
2023.3.31
$ -
8,509
(8,280)
2022.12.31
6,038

8,936

(8,280)
2022.3.31

1,416

52,051

(8,689)

$
229



6,694



44,778
$ 150,047
7,000


90,290

7,000



18,573

4,000

$
157,047



97,290



22,573

Please refer to Note 6(4) for the information on notes receivable, accounts receivable and impairment thereof.

The opening balances of contract liabilities on January 1, 2023 and 2022 were recognized in income in the amounts of NT$0 and NT$30,203 thousand, from January to March of 2023 and 2022, respectively.

The change in contract liabilities is mainly due to the timing difference between the time of the consolidated 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.

(XVIII) Remunerations to employees and directors

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

The Company had pre-tax losses from January 1 to March 31, 2023 and 2022; therefore, there is no need to estimate remuneration to the employees and directors.

The Company reported accumulated losses 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.

(XIX) Non-operating Income and expenses

1. Interest income

The consolidated company’s interest income is detailed as follows:

Interest on bank deposits
Imputed interest on security deposits
Guarantee deposits paid
Other interest income
January to
March of 2023
January to
March of 2022
1

2

776
3
$ -
3
1,151
-
$
1,154

782

25

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

2. Other income

The consolidated company’s other Income are detailed below:

Management fees income
Other income
January to
March of 2023
January to
March of 2022

929

295
$ 929
960
$
1,889

1,224

3. Other gains and losses

The consolidated company’s other Income and losses are detailed as follows:

Net loss on financial assets at fair value through profit
or loss
January to
March of 2023
January to
March of 2022

-
$
(15,785)

4. Financial costs

The consolidated company’s financial costs are detailed below:

Interest on bank borrowings
Interest on lease liabilities
Financial costs
Discounted and amortized convertible corporate bonds
Less: Capitalized interest
Capitalized interest rate
January to
March of 2023
$ 2,365
291
904
2,232
(990)
January to
March of 2023
$ 2,365
291
904
2,232
(990)
January to
March of 2022
1,854
350
1,505
2,164
(586)





$
4,802


5,287

2.19%~2.95%

1.85%~2.01%

(XX) Financial instruments

Except as described below, there is no significant change in the consolidated company’s

financial instruments and the exposure to credit risk, liquidity risk and market risk caused by financial instruments. Please refer to Note 6 (20) of the 2022 consolidated financial statements

for related information.

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

No significant difference. Please refer to Note 6 (20) of the 2022 consolidated financial statements for relevant information.

(3) Credit risk of receivables and debt securities

Please refer to Note 6 (4) for credit risk exposure of notes receivable and accounts receivable.

26

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

Other financial assets measured at amortized cost include other receivables (other financial assets – current). All the aforesaid financial risks have low credit risks and hence the loss allowance is measured with the 12-month expected credit loss. (Please refer to Note 4 (7) of the 2022 consolidated financial statements for how the consolidated company determines low credit risks.)

2. Liquidity risk

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

March 31, 2023
Non-derivative financial liabilities
Floating-rate instruments
Fixed-rate instruments
Non-interest bearing liabilities
Lease liabilities
December 31, 2022
Non-derivative financial liabilities
Floating-rate instruments
Fixed-rate instruments
Non-interest bearing liabilities
Lease liabilities
March 31, 2022
Non-derivative financial liabilities
Floating-rate instruments
Fixed-rate instruments
Non-interest bearing liabilities
Lease liabilities
Carrying
amount
Contractual
Cash flows
370,463
300,000
29,884
31,224
731,571
373,575
300,000
52,955
33,748
760,278
347,056
300,000
35,195
39,200
721,451
Within 6
months
6–12
months
1–2years 2–5years
More than
5years

42,366
-

-
-
-
-

16,891
-
$ 361,782
287,018
29,884
28,616
$
707,300
$ 362,782
284,786
52,955
30,860
$
731,383
$ 336,493
278,194
35,195
35,284
$
685,166
231,227
-
29,884
3,254

2,695
-

-

3,754

94,175
300,000
-

7,325

264,365



6,449



401,500



59,257
-

5,861
-
52,955
3,931



229,485
-

-

3,863



94,649
300,000
-

7,302



43,580
-

-
-
-
-

18,652
-

62,747



233,348



401,951



62,232
-

44,273
-
35,195
3,158



2,979
-

-

3,996



208,859
-
-

7,762



90,945
-
300,000
-
-
-

20,817
3,467

82,626



6,975



216,621




411,762
3,467

The consolidated company does not expect the timing of cash flows to be significantly early or the amount to be significantly different from the maturity analysis. 3. Interest rate risk

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

The sensitivity analysis below is based on the exposure of derivative and nonderivative 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 consolidated company’s internal reporting to management regarding interest rates is based on 1% increase or decrease. It also represents the management’s assessment of the possible and reasonable range of changes in interest rates.

All other variables being equal, any 1% increase (decrease) in interest rates would result in a decrease (increase) by NT$511 thousand and NT$537 thousand in the consolidating company's earnings before tax from January 1 to March 31, 2023 and 2022, respectively. This would be primarily due to the consolidation of company loans in variable interest rates.

27

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

4. Information on fair value

(1) Types and fair values of financial instruments

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

Financial assets at fair value through
profit or loss
Non-derivative financial assets 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
profit or loss
Non-derivative financial assets 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
2023.3.31 2023.3.31 2023.3.31 Total
71,995
Carrying
amount
$
71,995
Fairvalue
Level 1
71,995
Level 2
-
Level 3
-

$
19,718

-
- 19,718
19,718
**2022.12.31 **
Total
87,780
Carrying
amount
$
87,780
Fairvalue
Level 1
87,780
Level 2
-
Level 3
-

$
19,718

-
- 19,718
19,718
**2022.3.31 **
Total
17,944
Carrying
amount
$
17,944
Fairvalue
Level 1
-
Level 2
-
Level 3
17,944

28

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries

(continued)

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

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

(3.1) Financial assets and liabilities at amortized cost

If there is information on quoted prices from transactions or market makers, the latest transaction price and quoted price should be adopted as the basis for evaluating 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.

(3) Fair value valuation techniques for financial instruments at fair value

  • (4.1) Non-derivative financial instruments

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

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

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

(4) Transfer between Levels 1 and 2: None

  • (5) Details of changes in Level 3
January 1, 2023
March 31, 2023
January 1, 2022
March 31, 2022
Unquoted equity
instruments measured at
fair value through other
comprehensive income
$
19,718
$
19,718
$
17,944
$
17,944

29

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

(6) Quantitative information on measurement of significant unobservable fair value input (Level 3) The consolidated company’s level 3 fair value measurements are primarily for financial assets measured at fair value through other comprehensive income – equity securities investment.

Most of the fair values classified as level 3 by the consolidated company only contain single, material and unobservable inputs. Only the equity instruments without an active market depend on multiple material and unobservable inputs. Significant unobservable inputs for investments in equity instruments with no active market are independent of each other and therefore do not correlate.

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
inputs
Discount on liquidity (32.30%
on 2023.3.31 and 2022.12.31
and 2022.3.31)
Discount on non-controlling
interests (6.45% on 2023.3.31
and 2022.12.31 and
2022.3.31)
Relationship between
significant
unobservable inputs
and fair value input
‧The higher the liquidity
discount, the lower the
fair value
‧The higher the non-
controlling interest
discount, the lower the
fair value

(7) Analysis of sensitivity of Level 3 fair value to reasonably possible alternative assumptions The consolidated company’s fair value measurements of financial instruments are reasonable. However, the use of different valuation models or parameters may result in different valuation outcomes. For financial instruments classified as Level 3, if the valuation parameters change, the effect on the current profit or loss or other comprehensive income is as follows:

March 31, 2023
Financial assets at fair value through other
comprehensive income
Investment in equity instruments without active
markets
December 31, 2022
Financial assets at fair value through other
comprehensive income
Investment in equity instruments without active
markets
March 31, 2022
Financial assets at fair value through other
comprehensive income
Investment in equity instruments without active
markets
Input Increase or
decrease
Change
Changes in fair value reflected in other
comprehensive income
Favorable change
Unfavorable
change
-
(2,108)
2,108
-
-
(2,913)
2,913
-
-
(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
Non-controlling
interest discount
Non-controlling
interest discount
Liquidity
discount
Liquidity
discount
+10%
-10%
+10%
-10%
+10%
-10%
+10%
-10%
+10%
-10%
+10%
-10%
-
2,108
-
2,913
-
2,108
-
2,913
-
1,870
-
2,583

30

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

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

(21) Financial risk management

There were no significant changes between the consolidated company's financial risk management objectives and policies and those disclosed in Note 6 (21) of the 2022 Consolidated Financial Statements.

(22) Capital management

The consolidated company's capital management objectives, policies and procedures are consistent with those disclosed in the 2022 consolidated financial statements, and there are no significant changes between the aggregated quantitative information of the capital management items and those disclosed in the 2022 consolidated financial statements. Please refer to Note 6 (22) of the 2022 consolidated financial statements for relevant information.

(23) Financing activities with non-cash transactions

The consolidating company's financing activities through non-cash transactions from January 1 to March 31, 2023 and 2022 are as follows.

  1. Please refer to Note 6(9) for details of the right-of-use assets obtained through leases.

  2. 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 activities
Short-term borrowings
Corporate bonds payable
Lease liabilities
Total amount of liabilities
from financing activities
2023.1.1
$ 315,782
47,000
284,786
30,860
Cash
flows

-

(1,000)

-

(2,347)
Cash
flows

-

(1,000)

-

(2,347)
Non-cash movement
Exchange
rate
change
Others
-
-

-
-
-
(Note 1)
2,232

103
-
Non-cash movement
Exchange
rate
change
Others
-
-

-
-
-
(Note 1)
2,232

103
-
2023.3.31
315,782
46,000

287,018
28,616
677,416
2022.3.31
336,493


278,194

35,284
649,971
Exchange
rate
change
-

-
-


103

$
678,428


(3,347)

103
2,232

2022.1.1
$ 423,053
276,030
36,857

Cash
flows

Non-cash movement
Exchange
rate
change

-
-

837
Others
-
(Note 1)
2,164
(Note 2) 254

$
735,940


(89,224)

837

2,418

Note 1: Discounted and amortized convertible corporate bonds Note 2: New lease liabilities arising from the period.

31

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

VII. Related Party Transactions

  • (I) Name of related party and relations

The related parties who transacted with the consolidated company during the periods covered by these consolidated financial statements are as follows:

Name of related party Relation with the consolidated company Puyuan Advertising Co., Ltd. A director at the company is a member of the key management personnel of the Company Puqun Advertising Co., Ltd. A director at the company is a member of the key management personnel of the Company Puyuan Construction Co., Ltd. A director at the company is a member of the key management personnel of the Company 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 First degree relative with the Company’s director

  • (II) Significant transactions with related parties

  • Purchase of goods from related parties

The consolidated company’s purchases from other related parties are as follows:

nificant transactions with related parties
. Purchase of goods from related parties
The consolidated company’s purchases from other
related parties are as follows:
Puyuan Advertising Co., Ltd.
Pucheng Construction Co., Ltd.
Belongs to other related parties
January to
March of 2023
$ -
13,739
786
January to
March of 2022
1,920

16,835

-

18,755
$
14,525

The consolidated company’s purchase prices from related parties are based on price comparisons and negotiations from both parties and payments according to contract terms and conditions. Please refer to Note 9 for the engineering contracts entered into by the consolidating company and related parties as of March 31, 2023, December 31, 2022 and March 31, 2022.

  1. Payables to related parties
Account Related party category March 31, 2023
$ 4,200
826
2,098
2,379
1,054
December 31,
2022

6,561

8,536

12,014

5,193

847
March 31,
2022

1,996

5,936

-

6,180

-

14,112
Notes
payable
Accounts
payable
Accounts
payable
Accounts
payable
Accounts
payable
Pucheng Construction
Co., Ltd.
Pucheng Construction
Co., Ltd.
Puquan Advertising Co.,
Ltd.
Puyuan Advertising Co.,
Ltd.
Belongs to other related
parties

$
10,557


33,151

32

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

3. Leases

The consolidated company rented from the related party, Puxu Advertising, in the headquarter office building in November 2021 by signing a five-year lease contract with reference to rentals for offices in the neighborhood area. The interest expenses recognized from January 1 to March 31, 2023 and 2022 were NT$46,000 thousand and NT$59,000 thousand, respectively. As of March 31, 2023, December 31, 2022 and March 31, 2022, the balance of lease liabilities was NT$8,528 thousand, NT$9,805 thousand and NT$10,973 thousand, respectively In addition, the guarantee deposits paid due to the above leases as of March 31, 2023, December 31, 2022, and March 31, 2022 were all NT$463 thousand.

4. Others

  • (1) The consolidating company signed real estate agency contracts with Pu-Qun Advertising, Pu-Yuan Advertising and Pu-Quan Advertising for marketing of development projects from January 1 to March 31 of 2023 and 2022. The agency service fees were recognized as an operating expense for NT$0 and NT$4,285 thousand, respectively. The incremental cost for contract acquisitions recognized on March 31, 2023, December 31, 2022, and March 31,2022 was NT$33,242 thousand, NT$33,850 thousand and NT$9,868 thousand, respectively.

  • (2) The consolidating company obtained from Pu-Chen Construction a guarantee check of NT$28,612 thousand as of March 31, 2023, December 31, 2022, and March 31, 2022 for construction and engineering works.

  • (3) The consolidated company provided the related party Chang Chun-Kuei with interest subsidies of NT$4,315 thousand, NT$3,261 thousand and NT$0 (recognized in prepayments), a guarantee deposits paid of NT$24,500 thousand and NT$24,500 thousand and guarantee notes submitted of NT$24,500 thousand and NT$24,500 thousand, respectively, as of March 31, 2023 and December 31 and March 31, 2022, 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.

  • (4) The consolidated 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.

  • (5) The consolidated 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 Q1 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 January to
March of 2023
January to
March of 2022

2,459
$
2,459

33

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

VIII. Assets Pledged

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

Name of asset Asset pledged
as collateral
Short-term
borrowings and
short-term notes
payable
Reserve account
Trust account
Corporate bonds
payable
Long -term
borrowings
2023.3.31 2022.12.31
2022.3.31
Inventory – construction
industry
Other financial assets -
current
Other financial assets -
current
Investment property
Financial assets at fair
value through profit or
loss - non-current
$ 615,149
1,255
74,567
161,638
71,995
599,528
667,802
2,406
5,114
52,104
8,510
159,840
174,450
87,780
-
901,658
855,876
$
**924,604 **

IX. Significant Contingent Liabilities and Unrecognized Commitments

  • (I) Significant unrecognized commitments:

  • The contracts and commitments not recognized by the consolidated company are as follows:

Signed contracts 2023.3.31
$ 756,113
17,500
150,047
13,250
2022.12.31

756,113

17,500

90,290

13,250
2022.3.31

191,335

15,000

18,573

4,000
Housing and land sales
Contracts on solar installations and
change of land use and relevant
development projects
Proceeds received
Housing and land sales
Contracts on solar installations and
change of land use and relevant
development projects
  1. The contracting by the consolidated company for engineering works of development projects is as follows:
Payables not yet priced per
contract
Non-related party
Related party
2023.3.31 2022.12.31
2022.3.31
$ 20,305
189,837

19,206
33,614

204,362
224,047

$
210,142




223,568
257,661

34

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries

(continued)

  1. The joint development contracts and joint investment and construction contracts signed by the consolidated company and landowners are as follows:
Project name or land lot Joint construction method Joint construction deposits paid
(construction deposits paid)
2023.3.31
2022.12.31
2022.3.31
$ 199,956
198,805
196,093
24,500
24,500
24,500
-
-
-
-
-
-
-
-
-
$
224,456
223,305
220,593
Joint construction deposits paid
(construction deposits paid)
2023.3.31
2022.12.31
2022.3.31
$ 199,956
198,805
196,093
24,500
24,500
24,500
-
-
-
-
-
-
-
-
-
$
224,456
223,305
220,593
Joint construction deposits paid
(construction deposits paid)
2023.3.31
2022.12.31
2022.3.31
$ 199,956
198,805
196,093
24,500
24,500
24,500
-
-
-
-
-
-
-
-
-
$
224,456
223,305
220,593
2023.3.31
$ 199,956
24,500
-
-
-
2022.12.31
198,805
24,500
-
-
-
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
$
224,456
223,305
  1. The consolidating company provided guarantee checks for NT$24,500 thousand as of March 31, 2023, December 31, 2022, and March 31, 2022 for business requirements.

  2. The consolidated company leased a parcel of land in Miaoli to a non-related party on November 25, 2021 to install a solar power system. Per the contract, the consolidated 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 upon rate.

  3. The consolidated company paid a net amount of NT$48,509 thousand and recognized this as prepayment as of March 31, 2023, December 31, 2022 and March 31, 2022, respectively, for authorizing third parties in the integration and disposal of projects under development as well as other relevant matters. The advance receipts were NT$0, NT$0 and NT$20,000 thousand, which were recognized under other current liabilities.

X. Major Disaster Loss: none.

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

XII. Others

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

By function
By nature
January to March of 2023 January to March of 2023 January to March of 2023 January to March of 2022 January to March of 2022 January to March of 2022
Operating
costs
Operating
expenses
Total Operating
costs
Operating
expenses

Total
Employee benefit
expenses
Salary and wages - 6,375 6,375
-
6,203 6,203
Labor and health
insurance
- 447 447
-
422 422
Pension - 280 280
-
283 283
Directors’
remuneration
- 990 990
-
990 990
Other employee benefit
expenses

-
187 187
-
277 277
Depreciation expense 1,374 1,066 2,440
1,375

1,065
2,440
Amortization expense - 32 32
-
44 44

35

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries

(continued)

(II) Seasonality of operation.

The consolidating company's operations are affected by the periodic factors of the timing of the completion and handover of construction projects.

XIII. Additional Disclosures

  • (1) Information on significant transactions

The material transactions to be disclosed by the consolidating company from January 1, 2023 to March 31, 2023 according to the Regulations Governing the Preparation of Financial Reports by Securities Issuers are as follows:

  1. Loans to others: none.

  2. Endorsements/Guarantees provided to others:

Unit: In Thousand New Taiwan Dollars

Code
Company
name
Endorsed/Guaranteed
party
Endorsed/Guaranteed
party
Limit on
endorsements/
guarantees
provided for a
single party

Maximum
balance of
the period
Ending
balance of
endorsement
guarantee

Actual
amount
drawn down

Amount of
endorsements/
guarantees
secured with
collateral

Percentage of
accumulated
endorsement/
guarantee
amount to net
asset value of the
endorser/
guarantor
company
Ceiling on
total amount
of
endorsements/
guarantees
provided

Provision of
endorsements/
guarantees by
parent
company to
subsidiary

Provision of
endorsements
/guarantees
by subsidiary
to parent
company

Provision of
endorsements/
guarantees to
the party in
China
Company
name
Relations
0 The
Company

Yunpeng
Construction
Co., Ltd.
5 523,647 388,800 388,800 253,878 - 74.25% 1,047,294 N N N
0 The
Company

Tianyi
Construction
Co., Ltd.
5 523,647 453,600 453,600 296,190 - 86.62% 1,047,294 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 per the contracts; mutual endorsements and guarantees are required for contracting of construction projects per the contracts; however, for a joint-andseveral 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 do not apply.

36

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

  1. Securities held at the end of the period (excluding investment in subsidiaries, associates and joint ventures):

Unit: In Thousand New Taiwan Dollars

Company name
of the
shareholding

Type and name of
securities
Relationship
with securities
issuer

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 - Nexcell Battery
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

71,995

0.58 %
0.20 %
-
%

7.50 %

1.67 %

5.01 %
5,715
-
-
12,113
1,890
71,995



Pledge
  1. Securities acquired or sold amounting to at least NT$300 million or 20% of the paid-in capital: none.

  2. Acquisition of real estate amounting to at least NT$300 million or 20% of the paid-in capital: none.

  3. Disposal of real estate amounting to at least NT$300 million or 20% of the paid-in capital: none.

  4. Total purchases from or sales to related parties amounting to at least NT$100 million or 20% of the paid-in capital: none.

  5. Receivables from related parties amounting to at least NT$100 million or 20% of the paidin capital: none.

  6. Trading in derivative instruments: none.

  7. Business dealings and important transactions between the parent company and subsidiaries:

Code Name of the
counterparty

Counterparty
Relationship between
transaction company
Transactions in First Quarter of 2023 Transactions in First Quarter of 2023 Transactions in First Quarter of 2023 Transactions in First Quarter of 2023
Item Amount Transaction terms
and conditions
As % of total
revenues or total
assets
0
0
1
1
The Company
The Company
Better Life Real
Estate Co., Ltd.
Better Life
Green Energy
Technology Co.,
Ltd.
Better Life Real Estate
Co., Ltd.
Better Life Green Energy
Technology Co., Ltd.
The Company
The Company
1
1
2
2
Incremental cost of
obtaining contracts
Accounts payable
Other income
Other receivables
6,003
6,400
608
6,400

Comparable to the
industry level

Comparable to the
industry level

Comparable to the
industry level

Comparable to the
industry level
0.42%
0.45%
35.58%
0.45%

Note 1: indication by numbers

  • 1.0: the parent company

  • Subsidies numbered from 1

  • Note 2: indication of the relations with counterparties

  • Parent company to a subsidiary

  • Subsidiary to the parent company

  • Subsidiary to a subsidiary

Note 3: offset for the preparation of consolidated financial statements

37

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

(2) Information on investees:

The consolidating company’s investees (excluding the investees in China) from January 1 to March 31, 2023 were as follows:

Unit: In Thousand New Taiwan Dollars

Investor
name
Investee
name
Location Main business
activities
Initial investment
amount
Initial investment
amount
Holdings at the end of period Holdings at the end of period Holdings at the end of period Investee

Profit(loss)
for the period
Investment income
recognized by the
Company 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
Solar energy
applications
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%
9,373
38,799
1,724
(130)
278
(6)
(130)
(330)
(6)
Subsidiaries
Subsidiaries
Subsidiaries

Note: offset for the preparation of consolidated financial statements

(3) Information on investments in mainland China

  1. The name of the investee in mainland China, principal business and other relevant information:

Unit: In Thousand New Taiwan Dollars

Investee in
China
Company name
Main business
activities
Item
Paid-in
Capital
Capital
Investm
ent
Accumulated
amount of
remittance
from Taiwan
to China at
the beginning
of the period

Amount remitted
from Taiwan to
China/Amount
remitted to Taiwan
for the period

Amount remitted
from Taiwan to
China/Amount
remitted to Taiwan
for the period
Accumulated
amount of
remittance
from Taiwan
to China at
the end of the
period


Net profit
(loss) of the
investee for
the current
period
Profit(loss)
for theperiod
Ownership
held by the
Company
(direct or
indirect)
Investment
income
recognized by
the Company for
the current
period

Carrying
amount as of
the end of the
period


Accumulated
amount of
investment
income
remitted
back to
Taiwan
Outward
remitted
Repatria
ted
etter Life Jinxia
Xiamen)
ourism
anagement
ervice Co.,Ltd.
Tourism
management
service and real
estate leasing
31,973
(USD1,050)
(Note 1)
31,973
(Note 2)
(USD1,050)



-
- 31,973
(Note 2)
(USD1,050)
(820)
(RMB186)


100.00%
(820)
(Note 3)
(RMB186)
6,051
(RMB1,365)
-

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 reviewed by CPAs appointed by the parent company in Taiwan.

Note 4: offset for the preparation of consolidated financial statements

2. Maximum investment amount in mainland China:

Accumulated amount of remittance
from Taiwan to China as of the end
of the period
Investment amount authorized
by Investment Commission,
MOEA

Ceiling on investments in China
imposed by the Investment
Commission of MOEA
31,973
(USD1,050)
273,289
(USD8,975)
314,188
(Note 5)

Note 5: Maximum amount: Net worth of equity for current period × 60% = NT$523,647 thousand × 60% = NT$314,188 thousand.

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

(4) Information on major shareholders:

formation on major shareholders:
Unit: Shares
Shares
Name of major shareholder
Number of shares
held
Shareholdings
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
6,923,000
6.90%

38

Notes to the consolidated financial statements of Better Life Group Co., LTD. and the Subsidiaries (continued)

XIV. Information on Operating Segments

The information and adjustment of the consolidated company’s operating segments are as follows:

Income
Income from external
customers
Inter-department Income
Total income
Earnings before tax of
reporting segments
**January to March of ** **January to March of ** **January to March of ** **January to March of ** 2023 Total
1,709
-
1,709
(30,656)
Construction
Department
Real estate
agency
services
Others
segments

Adjustments
and write-
offs
$ 129
29
$
158
$
(30,656)
-
-
-
278
1,580
180
-
(209)
(209)
678
1,760

(956)

Income
Income from external
customers
Inter-department Income
Total income
Earnings before tax of
reporting segments
January January to March of to March of 2022
Total
198,401
-
Construction
segment
Real estate
agency
services
Other
segment

Adjustments
and write-
offs
$ 191,279
23
$
191,302
$
(17,793)
5,376
5,843
11,219
3,674
1,746
180
-
(6,046)
(6,046)
(2,833)
1,926 198,401

(841)


(17,793)

39