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Chateau — Annual Report 2020
May 14, 2021
52188_rns_2021-05-14_946b4bb0-9a35-4e1a-a2ef-7ed8a3de3a99.pdf
Annual Report
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Annex I
2020 Business Report
Dear Sir or Madam Shareholders:
According to the statistics from the Tourism Bureau, Ministry of Transportation and Communications, the number of national overseas and inbound tourists declined by 86.34% and 88.39% in 2020 compared to the same period, and international tourism was put on hold due to the epidemic. The occupancy rate of the hotel declined by 32.39%, the average room rate decreased by NT$155, and the total operating revenue declined by 32.39%. With the concerted efforts of all staff, our consolidated annual room occupancy rate decreased slightly by 2%, the average room rate increased by NT$229, and the total operating revenue decreased by 2.17%.
With the epidemic in Taiwan under tight control, our company has been carefully monitoring every detail of epidemic prevention and carefully taking care of consumers’ needs for hygiene and safety in order to provide a safe and secure resting environment for our guests, hoping that the epidemic can be effectively and steadily controlled in a limited tourism market. All colleagues are working together to strive for stable growth.
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I. We would like to report our business results for the year 2020 as follows:
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(I) Business Plan Implementation Results
1.Guest rooms:
The Company’s consolidated guest room division received 306,718 visitors in the year 2020, an increase of 15,313 visitors or 5.25% over the year 2019. The room occupancy rate was 78.92% for Château Beach Resort, 59.24% for Hotel Château Anping and 45.02% for Château Rich Hotel, a subsidiary of the Company. Total revenue for the Rooms Division was NT$529,973 thousand, an increase of NT$8,954 thousand or 1.72% over the year 2019.
2.Restaurants:
The Company’s consolidated restaurant division reported revenue of NT$196,200 thousand in the year 2020, a decrease of NT$24,502 thousand or 11.10% from the year 2019.
3.Operating Revenue:
The Company’s consolidated annual revenue for the year 2020 totaled NT$736,669 thousand, a decrease of NT$16,337 thousand or 2.17% compared to 2019.
- (II) Budget Performance Report:
There are no public financial predictions for the year 2020, therefore, they are not applicable.
(III) Financial Reporting
- 1.Net Assets and Liabilities:
As of December 31, 2020, the Company had total consolidated assets of NT$2,570,800 thousand, total consolidated liabilities of NT$597,976 thousand, or 23.26% of total assets, and total consolidated equity of NT$1,972,824 thousand, or 76.74% of total consolidated assets.
- Profit and Loss:
In 2020, the Company’s consolidated operating and non-operating revenues amounted to NT$765,698 thousand, consolidated operating and non-operating expenses amounted to NT$662,318 thousand, and consolidated net income
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before tax amounted to NT$103,380 thousand.
(IV)Financial Income and Expenses and Profitability
| Item | 2020 | 2019 |
|---|---|---|
| Operatingrevenue | 736,669 | 753,006 |
| Operatingmargin | 327,347 | 300,426 |
| Netprofit or loss | 85,030 | 36,140 |
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(V) Research Development Status: Not applicable.
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II. Outline of 2021 business plan and future development strategy
Starting from the blue brimless ocean of Kenting, the bright sunshine has nurtured the friendly character of Château Hotels & Resorts conveying a touching feel. In 2018, the company launched a new brand “Hotel Chateau”, with the main axis of “roaming around the new city with you”, providing all travelers with a “comfortable, enjoyable and friendly” accommodation experience. The first stop is located in Tainan Castle Town, which is full of history, culture and humanity. The hotel combines the leisure atmosphere of the Château Hotels & Resorts with the cultural and scenic features of Castle Town to create 104 comfortable rooms, diversified dining spaces and new living complexes, fusing humanity and fashion, and sensing the new experience of multi-level energy-saving and carbon-reducing green energy.
In addition to adding the ancient city of Tainan and culinary tours to provide more diversified choices for our guests, our company continues to make efforts to combine the local characteristics of culture and natural resources by participating in the special activities in Kenting organized by the Kenting National Park Administration and cooperating with various community development associations in Hengchun to promote eco-tourism itineraries; we also actively cooperate with the Pingtung Forestry Administration of the Pingtung County Forestry Bureau to promote the special ecology of the Hengchun Peninsula and In the promotion of eco-education policy. Through the Shuangliu Nature Education Center of the Forestry Bureau, we integrate the ecological and humanistic environment, conduct eco-tourism study activities, train internal lecturers, and promote environmental and ecological conservation; actively use “tourism” as an “integration platform”, and strengthen the results of cross-region and crossindustry integration links through cross-region, integration, linkage, and alliance, and develop in-depth value-added tourism.
The subsidiary, Château Rich Hotel, is planning a renovation project in 2021, mainly for the renovation of the guest rooms, addition of the bakery department, the coffee bar and the recreation room (gym). The number of rooms has been increased from 54 to 93 and 61 beds have been added for backpackers, offering a wide range of rooms at low, medium and high prices. In order to increase the added value of the hotel and the source of revenue from food and beverage, a bakery department, a coffee bar and a recreation room (gym) are planned to be added, hoping that the hotel will become the first choice when left off at Tainan Railway Station (Tainan Chihkan Cultural Zone) in the future.
- III. The effect on the company from external competitive environment, regulatory environment and overall business environment
According to the latest forecast released by the Taiwan Economic Research Institute (TEI) in January 2021, the domestic economic growth rate in 2021 was 4.30%. Due to the impact of the epidemic, some production lines have been relocated back to Taiwan; emerging technology demand has been greatly
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influenced; semiconductor manufacturers continue to invest in advanced processes and benefit from global supply chain restructuring. These factors have attracted foreign investment to Taiwan, making Taiwan’s export performance grow significantly and helping to drive domestic demand performance. The COVID-19 epidemic has extended to the year of 2021 with more than 100 million confirmed cases. With the virus mutating faster than the vaccine, it is difficult for Taiwan to reopen its borders immediately and resume business exchanges and international travel, so people continue to shift their spending abroad domestically.
IV. Future Development Strategy
Looking ahead, our management team is actively responding to the situation and has strengthened the prevention of epidemics. In addition to self-managed inspections to provide a safe working environment for employees, we also provide a comfortable and secure resting place for visitors. In the future, while striving to generate greater profits, the company will continue to uphold the spirit of giving back to the community by participating in community development and charityrelated activities. We believe that with the efforts of our management team, we will be able to achieve our goals. Once again, we thank our shareholders for their long-term support and guidance.
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Chateau International Development Co., Ltd.
Supervisors’ Report
Hereby
The Board of Directors has prepared the Financial Statements (including individual financial statements and consolidated financial statements), Business Reports, and Schedule of Earnings Distribution for the year of 2020, of which the Financial Statements for the year of 2020 has been duly audited by the two accountants, YANG, CHAO CHIN and LI, CHI CHEN from Deloitte & Touche with audit report issued. The supervisors have duly audited the Financial Statements, Business Reports, and Schedule of Earnings Distribution for the year of 2020, and found the same to be true and correct. Therefore, the Supervisors’ Report is hereby issued in accordance with Article 219 of Company Act.
Regards,
General Meeting of Shareholders as of year 2021
Supervisor:
CHEN, MI-JYUAN DU, CIOU-PING
CHEN, RUEI-SEN
Feb. 26, 2021
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Chateau International Development Co., Ltd.
Procedures for Ethical Management and Guidelines for Conduct
Article 1 (Purpose of adoption and scope of application)
This Corporation engages in commercial activities following the principles of fairness, honesty, faithfulness, and transparency, and in order to fully implement a policy of ethical management and actively prevent unethical conduct, these Procedures for Ethical Management and Guidelines for Conduct (hereinafter, “Procedures and Guidelines”) are adopted pursuant to the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and the applicable laws and regulations of the places where this Corporation and its business groups and organizations operate, with a view to providing all personnel of this Corporation with clear directions for the performance of their duties.
The scope of application of these Procedures and Guidelines includes the subsidiaries of this Corporation, any incorporated foundation in which this Corporation’s accumulated contributions, direct or indirect, exceed 50 percent of the total funds of the foundation, and other group enterprises and organizations, such as institutions or juristic persons, substantially controlled by this Corporation.
Article 2 (Applicable subjects)
For the purposes of these Procedures and Guidelines, the term “personnel of this Corporation” refers to any director, supervisor, managerial officer, employee, mandatary or person having substantial control, of this Corporation or its group enterprises and organizations.
Any provision, promise, request, or acceptance of improper benefits by any personnel of this Corporation through a third party will be presumed to be an act by the personnel of this Corporation.
Article 3 (Unethical conduct)
For the purposes of these Procedures and Guidelines, “unethical conduct” means that any personnel of this Corporation, in the course of their duties, directly or indirectly provides, promises, requests, or accepts improper benefits or commits a breach of ethics, unlawful act, or breach of fiduciary duty for purposes of acquiring or maintaining benefits.
The counterparties of the unethical conduct under the preceding paragraph include public officials, political candidates, political parties or their staffs, and governmentowned or private-owned enterprises or institutions and their directors, supervisors, managerial officers, employees, persons having substantial control, or other interested parties.
Article 4 (Types of benefits)
For the purposes of these Procedures and Guidelines, the term “benefits” means any money, gratuity, gift, commission, position, service, preferential treatment, rebate, facilitating payment, entertainment, dining, or any other item of value in whatever form or name.
Article 5 (Responsible unit and duties)
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The Company shall abide by the operational philosophies of honesty, transparency and responsibility, base policies on the principle of good faith and obtain approval from the board of directors, and establish good corporate governance and risk control and management mechanism so as to create an operational environment for sustainable development.
To achieve sound ethical corporate management, the General Directors’ Office shall coordinate with relevant departments to conduct the formulation of these Procedures and Guidelines, and establish “Corporate Ethical Management and Social Responsibility Committee” responsible for establishing and supervising the implementation (hereinafter, “responsible unit”) and be in charge of the amendment, implementation, interpretation, and advisory services with respect to these Procedures and Guidelines, the recording and filing of reports, and the monitoring of implementation. The responsible unit shall be in charge of the following matters and also submit regular reports (at least once a year) to the board of directors:
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Assisting in incorporating ethics and moral values into this Corporation’s business strategy and adopting appropriate prevention measures against corruption and malfeasance to ensure ethical management in compliance with the requirements of laws and regulations.
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Analyzing and assessing the risks of unethical conduct within the business scope on a regular basis and accordingly adopting programs to prevent unethical conduct and setting out in each program the standard operating procedures and conduct guidelines with respect to this Corporation’s operations and business.
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Planning the internal organization, structure, and allocation of responsibilities and setting up check-and-balance mechanisms for mutual supervision of the business activities within the business scope which are possibly at a higher risk for unethical conduct.
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Promoting and coordinating awareness and educational activities with respect
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to ethics policy.
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Developing a whistle-blowing system and ensuring its operating effectiveness.
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Assisting the board of directors and management in auditing and assessing whether the prevention measures taken for the purpose of implementing ethical management are effectively operating, and preparing reports on the regular assessment of compliance with ethical management in operating procedures.
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Preparing and retaining properly documented information such as ethical management policy and compliance statements, situations concerning the performance of undertakings and enforcement etc.
Article 6 (Prohibition against providing or accepting improper benefits)
Except under one of the following circumstances, when providing, accepting, promising, or requesting, directly or indirectly, any benefits as specified in Article 4, the conduct of the given personnel of this Corporation shall comply with the provisions of the Ethical Corporate Management Best Practice Principles for TWSE/GTSM-Listed Companies and these Procedures and Guidelines, and the relevant procedures shall have been carried out:
- The conduct is undertaken to meet business needs and is in accordance with local courtesy, convention, or custom during domestic (or foreign) visits, reception of guests, promotion of business, and communication and coordination.
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The conduct has its basis in ordinary social activities that are attended or others are invited to hold in line with accepted social custom, commercial purposes, or developing relationships.
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Invitations to guests or attendance at commercial activities or factory visits in relation to business needs, when the method of fee payment, number of participants, class of accommodations, and the time period for the event or visit have been specified in advance.
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Attendance at folk festivals that are open to and invite the attendance of the general public.
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Rewards, emergency assistance, condolence payments, or honorariums from the management.
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Money, property, or other benefits offered to or accepted from a person other than relatives or friends; or gifts of property given by another party to the majority of the personnel of this Corporation, provided that they are within the scope of general social norms or normal etiquette.
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Property received due to engagement, marriage, maternity, relocation, assumption of a position, promotion or transfer, retirement, resignation, or severance, or the injury, illness, or death of the recipient or the recipient’s spouse or lineal relative, provided that its market value shall not exceed the reasonable value of normal social customs and traditions.
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Other conduct that complies with the rules of this Corporation.
Article 7 (Procedures for handling the acceptance of improper benefits)
Except under any of the circumstances set forth in the preceding article, when any personnel of this Corporation are provided with or are promised, either directly or indirectly, any benefits as specified in Article 4 by a third party, the matter shall be handled in accordance with the following procedures:
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If there is no relationship of interest between the party providing or offering the benefit and the official duties of this Corporation’s personnel, the personnel shall report to their immediate supervisor, and the responsible unit shall be notified if necessary.
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If a relationship of interest does exist between the party providing or offering the benefit and the official duties of this Corporation’s personnel, the personnel shall return or refuse the benefit, and shall report to his or her immediate supervisor and notify the responsible unit. When the benefit cannot be returned, then the personnel shall refer the matter to the responsible unit for handling.
“A relationship of interest between the party providing or offering the benefit and the official duties of this Corporation’s personnel,” as referred to in the preceding paragraph, refers to one of the following circumstances:
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When the two parties have commercial dealings, a relationship of direction and supervision, or subsidies (or rewards) for expenses.
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When a contracting, trading, or other contractual relationship is being sought, is in progress, or has been established.
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Other circumstances in which a decision regarding this Corporation’s business, or the execution or non-execution of business, will result in a beneficial or adverse impact.
The responsible unit of this Corporation shall make a proposal, based on the nature and value of the benefit under paragraph 1, that it be returned, accepted on payment,
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given to the public, donated to charity, or handled in another appropriate manner. The proposal shall be implemented after being reported and approved.
Article 8 (Prohibition of and handling procedure for facilitating payments)
This Corporation shall neither provide nor promise any facilitating payment.
If any personnel of this Corporation provides or promises a facilitating payment under threat or intimidation, they shall submit a report to their immediate supervisor stating the facts and shall notify the responsible unit.
Upon receipt of the report under the preceding paragraph, the responsible unit shall take immediate action and undertake a review of relevant matters in order to minimize the risk of recurrence. In a case involving alleged illegality, the responsible unit shall also immediately report to the relevant judicial agency.
Article 9 (Procedures for handling political contributions)
When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, personnel of this Corporation shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall not make such donations in exchange for commercial gains or business advantages.
When directly or indirectly offering a donation to political parties or organizations or individuals participating in political activities, personnel of this Corporation shall comply with the Political Donations Act and their own relevant internal operational procedures, and shall be made in accordance with the following provisions, reported to the supervisor in charge for approval, and a notification given to the responsible unit:
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It shall be ascertained that the political contribution is in compliance with the laws and regulations governing political contributions in the country in which the recipient is located, including the maximum amount and the form in which a contribution may be made.
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A written record of the decision-making process shall be kept.
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Account entries shall be made for all political contributions in accordance with applicable laws and regulations and relevant procedures for accounting treatment.
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In making political contributions, commercial dealings, applications for permits, or carrying out other matters involving the interests of this Corporation with the related government agencies shall be avoided.
Article 10 (Procedures for handling charitable donations or sponsorships)
Charitable donations or sponsorships by this Corporation shall be provided in accordance with relevant laws and regulations and relevant internal operation procedure of this Corporation and the following provisions and reported to the supervisor in charge for approval, and a notification shall be given to the responsible unit:
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It shall be ascertained that the donation or sponsorship is in compliance with the laws and regulations of the country where this Corporation is doing business.
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A written record of the decision making process shall be kept.
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A charitable donation shall be given to a valid charitable institution and may not be a disguised form of bribery.
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The returns received as a result of any sponsorship shall be specific and reasonable, and the subject of the sponsorship may not be a counterparty of this Corporation’s commercial dealings or a party with which any personnel of this Corporation has a relationship of interest.
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After a charitable donation or sponsorship has been given, it shall be ascertained that the destination to which the money flows is consistent with the purpose of the contribution.
Article 11 (Recusal)
When a director , supervisor, officer or other stakeholder of this Corporation attending or present at a board meeting, or the juristic person represented thereby, has a stake in a matter under discussion in the meeting , that director, supervisor, officer or stakeholder shall state the important aspects of the stake in the meeting and, where there is a likelihood that the interests of this Corporation would be prejudiced, may not participate in the discussion or vote on that proposal, shall recuse himself or herself from any discussion and voting, and may not exercise voting rights as proxy on behalf of another director. The directors shall exercise discipline among themselves, and may not support each other in an inappropriate manner.
Where the spouse, a blood relative within the second degree of kinship of a director, or any company which has a controlling or subordinate relation with a director has interests in the matters under discussion in the meeting of the preceding paragraph, such director shall be deemed to have a personal interest in the matter.
If in the course of conducting company business, any personnel of this Corporation discovers that a potential conflict of interest exists involving themselves or the juristic person that they represent, or that they or their spouse, parents, children, or a person with whom they have a relationship of interest is likely to obtain improper benefits, the personnel shall report the relevant matters to both his or her immediate supervisor and the responsible unit, and the immediate supervisor shall provide the personnel with proper instructions.
No personnel of this Corporation may use company resources on commercial activities other than those of this Corporation, nor may any personnel’s job performance be affected by his or her involvement in the commercial activities other than those of this Corporation.
Article 12 (Special unit in charge of confidentiality regime and its responsibilities)
This Corporation shall set up a special unit charged with formulating and implementing procedures for managing, preserving, and maintaining the confidentiality of this Corporation’s trade secrets, trademarks, patents, works and other intellectual properties and it shall also conduct periodical reviews on the results of implementation to ensure the sustained effectiveness of the confidentiality procedures.
All personnel of this Corporation shall faithfully follow the operational directions pertaining to intellectual properties as mentioned in the preceding paragraph and may not disclose to any other party any trade secrets, trademarks, patents, works, and other intellectual properties of this Corporation of which they have learned, nor may they
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inquire about or collect any trade secrets, trademarks, patents, and other intellectual properties of this Corporation unrelated to their individual duties.
Article 13 (Prohibition against unfair competition)
This Corporation shall follow the Fair Trade Act and applicable competition laws and regulations when engaging in business activities, and may not fix prices, make rigged bids, establish output restrictions or quotas, or share or divide markets by allocating customers, suppliers, territories, or lines of commerce.
Article 14 (Prevention of damage caused by products and services to stakeholders)
This Corporation shall collect and understand the applicable laws and regulations and international standards governing its products and services which it shall observe and gather and publish all guidelines to cause personnel of this Corporation to ensure the transparency of information about, and safety of, the products and services in the course of their research and development, procurement, manufacture, provision, or sale of products and services.
This Corporation shall adopt and publish on its website a policy on the protection of the rights and interests of consumers or other stakeholders to prevent its products and services from directly or indirectly damaging the rights and interests, health, and safety of consumers or other stakeholders.
Where there are media reports, or sufficient facts to determine, that this Corporation’s products or services are likely to pose any hazard to the safety and health of consumers or other stakeholders, this Corporation shall immediately recall those products or suspend the services, verify the facts and present a review and improvement plan.
The responsible unit of this Corporation shall report the event as in the preceding paragraph, actions taken, and subsequent reviews and corrective measures taken to the board of directors.
Article 15 (Prohibition against insider trading and non-disclosure agreement)
All personnel of this Corporation shall adhere to the provisions of the Securities and Exchange Act, and may not take advantage of undisclosed information of which they have learned to engage in insider trading. Personnel are also prohibited from divulging undisclosed information to any other party, in order to prevent other party from using such information to engage in insider trading.
Any organization or person outside of this Corporation that is involved in any merger, demerger, acquisition and share transfer, major memorandum of understanding, strategic alliance, other business partnership plan, or the signing of a major contract by this Corporation shall be required to sign a non-disclosure agreement in which they undertake not to disclose to any other party any trade secret or other material information of this Corporation acquired as a result, and that they may not use such information without the prior consent of this Corporation.
Article 16 (Compliance and announcement of policy of ethical management)
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This Corporation shall request its directors and senior management to issue a statement of compliance with the ethical management policy and require in the terms of employment that employees comply with such policy.
This Corporation shall disclose its policy of ethical management in its internal rules, annual reports, on the company’s websites, and in other promotional materials, and shall make timely announcements of the policy in events held for outside parties such as product launches and investor press conferences, in order to make its suppliers, customers, and other business-related institutions and personnel fully aware of its principles and rules with respect to ethical management.
Article 17 (Ethical management evaluation prior to development of commercial relationships)
Before developing a commercial relationship with another party, such as an agent, supplier, customer, or other counterparty in commercial dealings, this Corporation shall evaluate the legality and ethical management policy of the party and ascertain whether the party has a record of involvement in unethical conduct, in order to ensure that the party conducts business in a fair and transparent manner and will not request, offer, or take bribes.
When this Corporation carries out the evaluation under the preceding paragraph, it may adopt appropriate audit procedures for a review of the counterparty with which it will have commercial dealings with respect to the following matters, in order to gain a comprehensive knowledge of its ethical management:
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The enterprise’s nationality, location of business operations, organizational structure, and management policy, and place where it will make payment.
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Whether the enterprise has adopted an ethical management policy, and the status of its implementation.
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Whether enterprise’s business operations are located in a country with a high risk of corruption.
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Whether the business operated by the enterprise is in an industry with a high risk of bribery.
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The long-term business condition and degree of goodwill of the enterprise.
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Consultation with the enterprise’s business partners on their opinion of the enterprise.
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Whether the enterprise has a record of involvement in unethical conduct such as bribery or illegal political contributions.
Article 18 (Statement of ethical management policy to counterparties in commercial dealings)
Any personnel of this Corporation, when engaging in commercial activities, shall make a statement to the trading counterparty about this Corporation’s ethical management policy and related rules, and shall clearly refuse to provide, promise, request, or accept, directly or indirectly, any improper benefit in whatever form or name.
Article 19 (Avoidance of commercial dealings with unethical operators)
All personnel of this Corporation shall avoid business transactions with an agent, supplier, customer, or other counterparty in commercial interactions that is involved in unethical conduct. When the counterparty or partner in cooperation is found to have
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engaged in unethical conduct, the personnel shall immediately cease dealing with the counterparty and blacklist it for any further business interaction in order to effectively implement this Corporation’s ethical management policy.
Article 20 (Stipulation of terms of ethical management in contracts)
Before entering into a contract with another party, this Corporation shall gain a thorough knowledge of the status of the other party’s ethical management, and shall make observance of the ethical management policy of this Corporation part of the terms and conditions of the contract, stipulating at the least the following matters:
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When a party to the contract becomes aware that any personnel has violated the terms and conditions pertaining to prohibition of acceptance of commissions, rebates, or other improper benefits, the party shall immediately notify the other party of the violator’s identity, the manner in which the provision, promise, request, or acceptance was made, and the monetary amount or other improper benefit that was provided, promised, requested, or accepted. The party shall also provide the other party with pertinent evidence and cooperate fully with the investigation. If there has been resultant damage to either party, the party may claim from the other party as damages, and may also deduct the full amount of the damages from the contract price payable.
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Where a party is discovered to be engaged in unethical conduct in its commercial activities, the other party may terminate or rescind the contract unconditionally at any time.
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Specific and reasonable payment terms, including the place and method of payment and the requirement for compliance with related tax laws and regulations.
Article 21 (Handling of unethical conduct by personnel of this Corporation)
As an incentive to insiders and outsiders for informing of unethical or unseemly conduct, this Corporation will grant a reward depending the seriousness of the circumstance concerned. Insiders having made a false report or malicious accusation shall be subject to disciplinary action and be removed from office if the circumstance concerned is material.
This Corporation shall internally establish and publicly announce on its website and the intranet, or provide through an independent external institution, an independent mailbox or hotline, for insiders and outsiders of this Corporation to submit reports. A whistleblower shall at least furnish the following information:
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the whistleblower’s name and I.D. number (whistleblowing reports may be submitted anonymously), and an address, telephone number and e-mail address where it can be reached.
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the informed party’s name or other information sufficient to distinguish its identifying features.
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specific facts available for investigation.
Personnel of this Corporation handling whistle-blowing matters shall represent in writing they will keep the whistleblowers’ identity and contents of information confidential. This Corporation also undertakes to protect the whistleblowers from improper treatment due to their whistleblowing.
The responsible unit of this Corporation shall observe the following procedure in handling whistleblowing matters:
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An information shall be reported to the department head if involving the rank and file and to an independent director or supervisor if involving a director or a senior executive.
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The responsible unit of this Corporation and the department head or personnel being reported to in the preceding subparagraph shall immediately verify the facts and, where necessary, with the assistance of the legal compliance or other related department.
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If a person being informed of is confirmed to have indeed violated the applicable laws and regulations or this Corporation’s policy and regulations of ethical management, this Corporation shall immediately require the violator to cease the conduct and shall make an appropriate disposition. When necessary, this Corporation will report to the competent authority, refer said person to judicial authority for investigation, or institute legal proceedings and seek damages to safeguard its reputation and its rights and interests.
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Documentation of case acceptance, investigation processes and investigation results shall be retained for five years and may be retained electronically. In the event of a suit in respect of the whistleblowing case before the retention period expires, the relevant information shall continue to be retained until the conclusion of the litigation.
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With respect to a confirmed information, this Corporation shall charge relevant units with the task of reviewing the internal control system and relevant procedures and proposing corrective measures to prevent recurrence.
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The responsible unit of this Corporation shall submit to the board of directors a report on the whistleblowing case, actions taken, and subsequent reviews and corrective measures.
Article 22 (Actions upon event of unethical conduct by others towards this Corporation)
If any personnel of this Corporation discovers that another party has engaged in unethical conduct towards this Corporation, and such unethical conduct involves alleged illegality, this Corporation shall report the relevant facts to the judicial and prosecutorial authorities; where a public service agency or public official is involved, this Corporation shall additionally notify the governmental anti-corruption agency.
Article 23 (Internal awareness sessions and establishment of a system for rewards, penalties, and complaints, and related disciplinary measures)
The responsible unit of this Corporation shall organize 1 awareness session each year and arrange for the chairperson, general manager, or senior management to communicate the importance of ethics to its directors, employees, and mandataries.
This Corporation shall link ethical management to employee performance evaluations and human resources policy, and establish clear and effective systems for rewards, penalties, and complaints.
If any personnel of this Corporation seriously violates ethical conduct, this Corporation shall dismiss the personnel from his or her position or terminate his or her employment in accordance with applicable laws and regulations or the personnel policy and procedures of this Corporation.
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This Corporation shall disclose on its intranet information the name and title of the violator, the date and details of the violation, and the actions taken in response.
Article 24 (Enforcement)
These Procedures and Guidelines, and any amendments hereto, shall be implemented after adoption by resolution of the board of directors, and shall be delivered to each supervisor and reported to the shareholders meeting.
When these Procedures and Guidelines are submitted to the board of directors for discussion, each independent director’s opinions shall be taken into full consideration, and their objections and reservations expressed shall be recorded in the minutes of the board of directors meeting. An independent director that is unable to attend a board meeting in person to express objection or reservation shall provide a written opinion before the board meeting unless there is a legitimate reason to do otherwise, and the opinion shall be recorded in the minutes of the board of directors meeting.
This Procedure was established on May 12, 2020.
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Chateau International Development Co., Ltd.
Comparison Table of Amended Codes of Ethical Conduct
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| Article 2: (Content of the code) 1. Prevention of conflicts of interest: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, or relatives within the second degree of kinship. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The company shall establish a policy aimed at preventing conflicts of interest, and shall offer |
Article 2: (Content of the code) 1. Prevention of conflicts of interest: Conflicts of interest occur when personal interest intervenes or is likely to intervene in the overall interest of the company, as for example when a director, supervisor, or managerial officer of the company is unable to perform their duties in an objective and efficient manner, or when a person in such a position takes advantage of their position in the company to obtain improper benefits for either themselves or their spouse, parents, children, or relatives within the second degree of kinship. The company shall pay special attention to loans of funds, provisions of guarantees, and major asset transactions or the purchase (or sale) of goods involving the affiliated enterprise at which a director, supervisor, or managerial officer works. The company shall establish a policy aimed at preventing conflicts of interest, and shall |
1. Considering that parents and children are relatives within the second degree of kinship, hence, the text is simplified. |
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| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company. (Paragraphs 2 to 6 are omitted) 7. Encouraging reporting on illegal or unethical activities: The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the company shall establish a concrete whistle-blowing system,allow anonymous reporting, and make employees aware that the company will use its best efforts to ensure the safety of informants and protect them from reprisals. |
offer appropriate means for directors, supervisors, and managerial officers to voluntarily explain whether there is any potential conflict between them and the company. (Paragraphs 2 to 6 are omitted) 7. Encouraging reporting on illegal or unethical activities: The company shall raise awareness of ethics internally and encourage employees to report to a company supervisor, managerial officer, chief internal auditor, or other appropriate individual upon suspicion or discovery of any activity in violation of a law or regulation or the code of ethical conduct. To encourage employees to report illegal conduct, the company shall establish a concrete whistle-blowing system, and make employees aware that the company will use its best efforts to ensure the safety of informants and protect them from reprisals. |
2. Revise relevant text by referencing anonymous reporting in Article 23 of Ethical Corporate Management Best Practice Principles for TWSE/GTS M Listed Companies. |
|
| Article 5: The code of ethical conduct, and any amendments to it, shall enter into force after it |
Article 5: The code of ethical conduct, and any amendments to it, shall enter into force after it |
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| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting. The code of ethical conduct was established in the board of directors’ meeting on May 21, 2010 and submitted to a special Shareholders’ Meeting on August 10, 2010. The code of ethical conduct was established in the board of directors’meeting on Aug. 10, 2020 and submitted to a Shareholders’Meeting on month/day, 2021. |
has been adopted by the board of directors, delivered to each supervisor, and submitted to a shareholders meeting. The code of ethical conduct was established in the board of directors’ meeting on May 21, 2010 and submitted to a special Shareholders’ Meeting on August 10, 2010. |
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Independent Auditors’ Report (Consolidated Financial Statements)
The Board of Directors and Shareholders Chateau International Development Company Limited
Opinion
The Consolidated balance sheet of Chateau International Development Company Limited and its subsidiaries (Château Hotels & Resorts) on December 31, 2019 and 2020, Consolidated statement of comprehensive income, statement of comprehensive income, Consolidated Statement of changes in equity, Consolidated Cash flow statement, and Consolidated Financial Statements or Notes (include a summary of significant policies of accounting) on January 1 to December 31, 2019 and 2020, were audited and completed by the accountant.
According to the opinion of the accountant, the said Consolidated Financial Statements, in all major aspects, was in accordance with the regulations governing the preparation of financial reports by securities issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the consolidated financial status of Château Hotels & Resorts on December 31, 2019 and 2020 , and consolidated financial performance and consolidated cash flow on January 1 to December 31, 2019 and 2020.
Basis of Opinion
The accountant performed the audit work in accordance with Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and Auditing standards generally accepted in the Republic of China. The accountant’s responsibilities under these standards will be further explained in the accountant’s responsibility section for review of the consolidated financial statements. The personnel of the accountant's subordinate affairs subject to independence regulations have maintained aloof independence from Château Hotels & Resorts in accordance with the accountant's professional ethics and fulfilled other responsibilities under the regulations. The accountant believes that sufficient and appropriate verification evidence has been obtained as a basis for expressing audit opinions.
Key Audit Matter
Key audit matter refers to the most important matters in the audit of Château Hotels & Resorts Consolidated Financial Statements in 2020 according to the professional judgment of the accountant. These matters have been dealt with in the process of reviewing the consolidated financial statements as a whole and forming an audit opinion. The accountant does not express an independent opinion on these matters.
The key audit matter of Château Hotels & Resorts' consolidated financial statements in 2020 is stated as follows:
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As stated in Note 23 of the consolidated financial statements, the revenue from guest rooms and catering was 529,973 and 196,200 (In Thousands of NTD) in 2020, accounting for 72% and 27% of total operating revenue respectively. They are significant to the consolidated financial statements. The room income and food and beverage income generated by the reservation of the travel agent usually involves a lot of manual operations due to the different transaction conditions of the travel agent. Therefore, the accountant lists the authenticity of the room income and food and beverage income generated by the travel agent as the key audit matter.
Corresponding audit procedures
The accountant has executed the corresponding procedures for the said key audit matter listed as follows:
-
To understand and test the effectiveness of the main internal control design and implementation for the authenticity of revenue.
-
Obtain details of room revenue and catering revenue generated by bookings from travel agencies, and check relevant transaction documents, including passenger registration cards, counter bills, reconciliation calculations of travel agency and contract terms, etc., to test the authenticity of the revenue.
-
Audit the subsequent records of payment received from the travel industry after the review period.
Other items
Chateau International Development Company Limited has prepared individual financial reports for the year 2020 and 2019, and the accountant has issued an unqualified audit report for reference.
Responsibilities of Management and Governing body for consolidated financial statements
The responsibility of management was in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the consolidated financial statements, and maintain the necessary internal control related to the preparation of the consolidated financial statements to ensure that the consolidated financial statements do not contain any material misrepresentation due to fraud or errors.
When preparing the consolidated financial statements, the responsibilities of management also include assessing Château Hotels & Resorts’ ability to continue operations, disclosure of related matters, and the adoption of the accounting basis for continued operations, unless the management intends to liquidate Château Hotels & Resorts or cease operations, or there is no practical and feasible plan other than liquidation or suspension of business.
The governing body (including supervisors) of Château Hotels & Resorts is responsible for supervising the financial reporting process.
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The accountant's responsibility for auditing the consolidated financial statements
The purpose of this accountant's audit of the consolidated financial statements is to obtain reasonable conviction as to whether the consolidated financial statements as a whole contain any material misrepresentation due to fraud or errors, and to issue an audit report. Reasonable assurance is a high degree of certainty, but the audit work performed in accordance with the generally accepted auditing standards cannot guarantee that material misrepresentation in the consolidated financial statements will be detected. Misrepresentation may result from fraud or errors. If the untruthful individual amounts or aggregate can be reasonably expected to affect the economic decisions made by the users of the consolidated financial statements, they are considered significant.
The accountant uses professional judgment and maintains professional suspicion when conducting audits in accordance with the auditing standards generally accepted in the Republic of China. The accountant also performs the following tasks:
-
Identify and evaluate the risks of material misrepresentation in the consolidated financial statements due to fraud or errors; design and implement appropriate countermeasures for the assessed risks; and obtain sufficient and appropriate audit evidence as the basis for audit opinion. Because fraud may involve collusion, forgery, deliberate omission, false statement or violation of internal control, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by errors.
-
Obtain the necessary understanding of the internal control relevant to the audit in order to design an appropriate audit procedure under the circumstances, but its purpose is not to express an opinion on the effectiveness of the internal control of Château Hotels & Resorts.
-
Evaluate the appropriateness of the accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures.
-
Based on the obtained audit evidence, make a conclusion on the appropriateness of the management's use of the continuing operations of the accounting basis and whether there is significant uncertainty in the event or situation that may cause major doubts about the ability of Château Hotels & Resorts to continue operations. If the accountant believes that there are significant uncertainties in these events or circumstances, he must remind the users of the financial statements in the audit report to pay attention to the relevant disclosures in the consolidated financial statements, or amend the audit opinion when such disclosures are inappropriate. The accountant’s conclusion is based on the audit evidence obtained as of the audit report date, but future events or circumstances may cause Château Hotels & Resorts to no longer have the ability to continue operations.
-
Evaluate the overall expression, structure and content of the consolidated financial statements (including relevant notes), and whether the consolidated financial statements are appropriate to express relevant transactions and events.
-
Obtain sufficient and appropriate audit evidence for the financial information of the constituent entities in Château Hotels & Resorts to express opinions on the consolidated financial statement. The accountant is responsible for the guidance, supervision and execution of the group's audit cases, and is responsible for forming
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the group's audit opinion.
- The matters communicated between the accountant and the governing body include the planned audit scope and time, as well as major audit findings (including significant deficiencies in internal control identified during the audit process).
The accountant also provides the governing body with a statement that the personnel of the accountant’s affairs subject to independence regulations have complied with the independence of code of professional ethics, and communicates with the governance unit all relationships and other matters that may be considered to affect the independence of the accountant (including relevant protective measures).
The accountant decided to audit the key audit matter of Château Hotels & Resorts' 2020 financial statements from the matters communicated with the governing body. The accountant states these matters in the audit report, unless the law does not allow specific matters to be disclosed publicly, or in very rare cases, the accountant decides not to communicate specific matters in the audit report because it can be reasonably expected that the negative impact of this communication will be greater than the public interest promoted.
Deloitte & Touche
Accountant YANG, CHAO-CHIN
Accountant LEE, CHI-CHEN
No. approved by Financial Supervisory Commission
No. approved by Securities and Futures Commission
No. Financial-Supervisory-SecuritiesAuditing-No.1060023872
No. Taiwan-Financial-Securities- No.0920123784
February 26, 2021
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Chateau International Development Company Limited and Subsidiaries Consolidated Balance Sheet December 31, 2020 and 2019
( Unit: Thousands of New Taiwan Dollars )
| Code 1100 1120 1136 1170 1200 130X 1410 1470 11XX 1535 1550 1600 1755 1760 1780 1840 1952 1990 15XX 1XXX Code 2100 2110 2130 2150 2170 2200 2230 2280 2320 2399 21XX 2540 2570 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 31XX 36XX 3XXX |
Assets Current assets Cash and cash equivalents(Notes 4 and 6) Current financial assets at fair value through other comprehensive income(Notes 4 and 7) Current financial assets at amortized cost(Notes 4, 8 and 30) Accounts receivable, net(Notes 4, 9 and 29) Other receivables Current inventories(Notes 4 and 10) Prepayments Other current assets (Note 18) Total current assets Non-current assets Non-current financial assets at amortized cost(Notes 4, 8 and 30) Investments accounted for using equity method(Notes 4 and 12) Property, plant and equipment(Notes 4, 13, 29 and 30) Right-of-use assets (Notes 4 and 14) Investment property(Note 4、15 and 30) Intangible assets (Notes 4 and 16) Deferred tax assets (Notes 4 and 25) Fund for improvements and expansions(note 17) Other non-current assets (Notes 18 and 28) Total non-current assets Total assets Liabilities and equity Current liabilities Short-term loans (Notes 4, 19 and 30) Short-term notes and bills payable(Notes 4, 19 and 30) Current contract liabilities(notes 4 and 23) Notes payable Accounts payable (note 29) Other payables (Notes 20 and 29) Current tax liabilities (Notes 4 and 25) Current lease liabilities(notes 4 and 14) Long-term liabilities, current portion(Notes 4, 19 and 30) Other current liabilities, others(Notes 20 and 29) Total current liabilities Non-current liabilities Non-current portion of non-current borrowings(Notes 4, 19 and 30) Deferred tax liabilities (Notes 4 and 25) Non-current lease liabilities(notes 4 and 14) Net defined benefit liability, non-current(Note 4 and 21) Guarantee deposits received Total non-current liabilities Total liabilities Equity attributable to the owners of the parent (Note 22) Share capital Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings (accumulated deficit) Total retained earnings Total other equity interest Total equity attributable to owners of parent Non-controlling interests Total equity Total liabilities and equity |
December 31, 2020 Amount % $ 161,178 6 178,724 7 18,522 1 13,935 1 6 - 11,092 - 12,916 - 127 - 396,500 15 11,000 1 4,482 - 1,179,382 46 72,631 3 548,143 22 339,391 13 3,749 - 8,002 - 7,520 - 2,174,300 85 $ 2,570,800 100 $ 30,000 1 60,774 2 28,223 1 - - 26,017 1 78,553 3 26,766 1 14,058 1 93,768 4 55,637 2 413,796 16 122,033 5 1,118 - 51,572 2 9,036 - 421 - 184,180 7 597,976 23 1,115,229 43 170,663 7 148,136 6 236,201 9 127,852 5 512,189 20 40,673 2 1,838,754 72 134,070 5 1,972,824 77 $ 2,570,800 100 |
December 31, 2020 Amount % $ 161,178 6 178,724 7 18,522 1 13,935 1 6 - 11,092 - 12,916 - 127 - 396,500 15 11,000 1 4,482 - 1,179,382 46 72,631 3 548,143 22 339,391 13 3,749 - 8,002 - 7,520 - 2,174,300 85 $ 2,570,800 100 $ 30,000 1 60,774 2 28,223 1 - - 26,017 1 78,553 3 26,766 1 14,058 1 93,768 4 55,637 2 413,796 16 122,033 5 1,118 - 51,572 2 9,036 - 421 - 184,180 7 597,976 23 1,115,229 43 170,663 7 148,136 6 236,201 9 127,852 5 512,189 20 40,673 2 1,838,754 72 134,070 5 1,972,824 77 $ 2,570,800 100 |
December 31, 2019 | December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|---|---|
| Amount $ 161,178 178,724 18,522 13,935 6 11,092 12,916 127 396,500 11,000 4,482 1,179,382 72,631 548,143 339,391 3,749 8,002 7,520 2,174,300 $ 2,570,800 $ 30,000 60,774 28,223 - 26,017 78,553 26,766 14,058 93,768 55,637 413,796 122,033 1,118 51,572 9,036 421 184,180 597,976 1,115,229 170,663 148,136 236,201 127,852 512,189 40,673 1,838,754 134,070 1,972,824 $ 2,570,800 |
Amount $ 94,958 110,851 31,268 10,372 944 10,799 13,552 2,932 275,676 11,000 - 1,214,104 91,091 541,153 385,915 3,588 2 4,314 2,251,167 $ 2,526,843 $ 30,000 28,965 20,219 24 27,414 90,000 8,494 18,584 121,925 66,117 411,742 195,806 1,118 66,468 8,519 300 272,211 683,953 1,115,229 170,663 144,136 212,747 90,683 447,566 ( 27,200) 1,706,258 136,632 1,842,890 $ 2,526,843 |
% | ||||
( |
( |
4 4 1 - - 1 1 - 11 1 - 48 4 21 15 - - - 89 100 1 1 1 - 1 3 - 1 5 3 16 8 - 3 - - 11 27 44 7 6 8 4 18 1) 68 5 73 100 |
The attached notes are part of this consolidated financial statement.
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Chateau International Development Company Limited and subsidiaries Consolidated Statement of Comprehensive Income January 1 to December 31, 2020 and 2019
( Unit: Thousands of New Taiwan Dollars )
( However, the earnings per share are New Taiwan Dollars )
| Code 4000 Total operating revenue(Note 4, 23 and 29) 5000 Total operating costs(Note 10, 24 and 29) 5900 Gross profit (loss) from operations Operating expenses(Notes 24 and 29) 6100 Selling expenses 6200 Administrative expenses 6000 Total operating expenses 6510 Other income(Note 24) 6900 Net operating income (loss) Non-operating income and expenses(Note 12, 24 and 29) 7100 Interest income 7010 Other income 7030 Other gains and losses 7050 Financial costs 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method, net 7590 Miscellaneous disbursements 7000 Total non-operating income and expenses 7900 Profit (loss) from continuing operations before tax 7950 Total tax expense (income)(Notes 4 and 25) |
Year 2020 | Year 2020 | |
|---|---|---|---|
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(Continued from the previous page)
| Code 8200 Profit (loss) from continuing operations Other comprehensive income Items not reclassified to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans(Note 21) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit loss (Note 25) 8300 Other comprehensive income of the year, net of income tax 8500 Total comprehensive income Profit (loss),attributed to: 8610 Shareholders of the parent 8620 Non-controlling interests 8600 Comprehensive income attributable to: 8710 Shareholders of the parent 8720 Non-controlling interests 8700 Earnings per Share(NT$,Note 26) 9750 Basic earnings per share 9850 Diluted earnings per share |
Year 2020 | Year 2020 | % 12 - 9 - 9 21 12 - 12 21 - 21 |
Year 2019 | Year 2019 | |||
|---|---|---|---|---|---|---|---|---|
| % | ||||||||
5 - ( 2 ) - ( 2) 3 5 - 5 3 - 3 |
The attached notes are part of this consolidated financial statement.
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| Chateau International Development Company Limited and subsidiaries Consolidated Statement of Changes In Equity January 1 to December 31, 2020 and 2019 (Unit: Thousands of New Taiwan Dollars) |
Equity attributable to Shareholders of parent Retained earnings Other equity Code Ordinary share Capital surplus Legal reserve Special reserve Unappropriated retained earnings (accumulated deficit) Unrealized gains (losses) on financial assets measured at fair value through other comprehensive income Total equity attributable to owners of parent Non-controlling interests Total Equity A1 Balance as of January 1, 2019 $ 1,115,229 $ 170,663 $ 142,023 $ 196,776 $ 91,365 ( $ 11,746 ) $ 1,704,310 $ 140,493 $ 1,844,803 Earnings Appropriation and Distribution in 2018 (Note 22) B1 Legal reserveappropriated - - 2,113 - ( 2,113 ) - - - - B3 Special reserveappropriated - - - 15,971 ( 15,971 ) - - - - B5 Cash dividends of ordinary share - - - - ( 22,305 ) - ( 22,305 ) - ( 22,305 ) D1 Profit (loss) in 2019 - - - - 40,001 - 40,001 ( 3,861 ) 36,140 D3 Other comprehensive income in 2019 - - - - ( 294 ) ( 15,454 ) ( 15,748 ) - ( 15,748 ) D5 Total comprehensive income in 2019 - - - - 39,707 ( 15,454 ) 24,253 ( 3,861 ) 20,392 Z1 Balance as of December 31, 2019 1,115,229 170,663 144,136 212,747 90,683 ( 27,200 ) 1,706,258 136,632 1,842,890 Earnings Appropriation and Distribution in 2019 (Note 22) B1 Legal reserve appropriated - - 4,000 - ( 4,000 ) - - - - B3 Special reserve appropriated - - - 23,454 ( 23,454 ) - - - - B5 Cash dividends of ordinary share - - - - ( 22,305 ) - ( 22,305 ) - ( 22,305 ) D1 Profit (loss) in 2020 - - - - 87,592 - 87,592 ( 2,562 ) 85,030 D3 Other comprehensive income in 2020 - - - - ( 664 ) 67,873 67,209 - 67,209 D5 Total comprehensive income in 2020 - - - - 86,928 67,873 154,801 ( 2,562 ) 152,239 Z1 Balance as of December 31, 2020 $ 1,115,229 $ 170,663 $ 148,136 $ 236,201 $ 127,852 $ 40,673 $ 1,838,754 $ 134,070 $ 1,972,824 |
|---|---|
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Chateau International Development Company Limited and subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2020 and 2019 (Unit: Thousands of New Taiwan Dollars)
| Code Cash flows from (used in) operating activities, indirect method A10000 Profit (loss) before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20900 Interest expense A21200 Interest income A21300 Dividend income A22500 Loss (gain) on disposal of property, plan and equipment A22800 Loss (gain) on disposal of intangible assets A22400 Share of loss (profit) of associates and joint ventures accounted for using equity method A29900 Other adjustments to reconcile profit (loss) A30000 Changes in operating assets and liabilities A31130 Decrease (increase) in notes receivable A31150 Decrease (increase) in accounts receivable A31180 Decrease (increase) in other receivable A31200 Adjustments for decrease (increase) in inventories A31230 Decrease (increase) in prepayments A31240 Adjustments for decrease (increase) in other current assets A32125 Increase (decrease) in contract liabilities A32130 Increase (decrease) in notes payable A32150 Increase (decrease) in accounts liabilities A32180 Increase (decrease) in other payable A32230 Adjustments for increase (decrease) in other current liabilities A32240 Increase (decrease) in net defined benefit liability A33000 Cash inflow (outflow) generated from operations A33500 Income tax paid AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B00040 Acquisition of financial assets at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss B01800 Acquisition of investments accounted for using equity method B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment |
Year 2020 $ 103,380 79,155 50,089 6,067 79 ) - 7 67 18 2 ) - 3,563 ) 938 293 ) 636 2,805 8,004 24 ) 1,397 ) 1,625 ) 10,480 ) 313) 233,390 73) 233,317 12,746 - 4,500 ) 40,759 ) 110 |
Year 2019 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 40,087 82,927 54,638 6,311 120 ) 4,727 ) 1,611 ) 769 - - 4 8,699 11,454 1,215 ) 169 1,837 ) 4,972 ) 379 ) 2,886 ) 6,992 2,035 ) 1,026) 191,242 1,402) 189,840 7,327 30,000 ) - 46,986 ) 2,520 |
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(Continued from the previous page)
| Code B04500 Acquisition of intangible assets B05350 Acquisition of use-of-right assets B06700 Increase in other non-current assets B06800 Decrease in other non-current assets B07100 Increase in prepayments for business facilities B07500 Interest received B07600 Dividends received B09900 Other investing activities BBBB Net cash flows from (used in) investing activities Cash flows from (used in) financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01600 Proceeds from long-term debt C01700 Repayments of long-term debt C04020 Payments of lease liabilities C04300 Increase in other non-current liabilities C04400 Decrease in other non-current liabilities C04500 Cash dividends C05600 Interest paid CCCC Net cash flows from (used in) financing activities EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period |
Year 2020 $ 3,632 ) 3,233 ) - 315 3,521 ) 79 - 8,000) 50,395) 70,000 70,000 ) 326,000 294,000 ) 290,000 391,930 ) 18,215 ) 121 - 22,305 ) 6,373) 116,702) 66,220 94,958 $ 161,178 |
Year 2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 7,753 ) 9,361 ) 630 ) - - 119 4,727 4,225) 84,262) 120,000 150,000 ) 229,000 240,000 ) 150,000 177,432 ) 15,199 ) - 50 ) 22,305 ) 6,343) 112,329) 6,751 ) 101,709 $ 94,958 |
The attached notes are part of this consolidated financial statement.
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Independent Auditors’ Report (Parent Company Only Financial Statements)
The Board of Directors and Shareholders Chateau International Development Company Limited:
Opinion
The individual balance sheet of Chateau International Development Company Limited (Château Hotels & Resorts) on December 31, 2019 and 2020, individual statement of comprehensive income, statement of comprehensive income, individual Statement of changes in equity, individual Cash flow statement, and individual Financial Statements or Notes (including a summary of significant policies of accounting) on January 1 to December 31, 2019 and 2020, were audited and completed by the accountant.
According to the opinion of the accountant, individual Financial Statements, in all major aspects, was in accordance with the regulations governing the preparation of financial reports by securities issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the individual financial status of Château Hotels & Resorts on December 31, 2019 and 2020 , and individual financial performance and individual cash flow on January 1 to December 31, 2019 and 2020.
Basis of Opinion
The accountant performed the audit work in accordance with Attestation of Financial Statements by Certified Public Accountants. The accountant’s responsibilities under these standards will be further explained in the accountant’s responsibility section for review of the individual financial statements. The personnel of the accountant's subordinate affairs subject to independence regulations have maintained aloof independence from Château Hotels & Resorts in accordance with the accountant's professional ethics and fulfilled other responsibilities under the regulations. The accountant believes that sufficient and appropriate verification evidence has been obtained as a basis for expressing audit opinions.
Key Audit Matters
Key audit matter refers to the most important matters in the audit of Château Hotels & Resorts individual Financial Statements in 2020 according to the professional judgment of the accountant. These matters have been dealt with in the process of reviewing the individual financial statements as a whole and forming an audit opinion. The accountant
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does not express an independent opinion on these matters.
The key audit matter of Château Hotels & Resorts' individual financial statements in 2020 is stated as follows:
As stated in Note 22 of the individual financial statements, the revenue from guest rooms and catering was 511,868 and 193,666 (In Thousands of NTD) in 2020, accounting for 71% and 27% of total operating revenue respectively. They are significant to the individual financial statements. The room income and food and beverage income generated by the reservation of the travel agent usually involves a lot of manual operations due to the different transaction conditions of the travel agent. Therefore, the accountant lists the authenticity of the room income and food and beverage income generated by the travel agent as the key audit matter.
Corresponding audit procedures
The accountant has executed the corresponding procedures for the said key audit matter listed as follows:
-
To understand and test the effectiveness of the main internal control design and implementation for the authenticity of revenue.
-
Obtain details of room revenue and catering revenue generated by bookings from travel agencies, and check relevant transaction documents, including passenger registration cards, counter bills, reconciliation calculations of travel agency and contract terms, etc., to test the authenticity of the revenue.
-
Audit the subsequent records of payment received from the travel industry after the review period.
Responsibilities of management and governing body for individual financial statements
The responsibility of management was in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and approved by the Financial Supervisory Commission, and issued effective IFRS, IAS, IFRIC Interpretations, and SIC Interpretations, which were able to express the individual financial statements, and maintain the necessary internal control related to the preparation of the individual financial statements to ensure that the individual financial statements do not contain any material misrepresentation due to fraud or errors.
When preparing the individual financial statements, the responsibilities of management also include assessing Château Hotels & Resorts’ ability to continue operations, disclosure of related matters, and the adoption of the accounting basis for continued operations, unless the management intends to liquidate Château Hotels & Resorts or cease operations, or there is no practical and feasible plan other than liquidation or suspension of business.
Governing body (including supervisors) of Château Hotels & Resorts is responsible for supervising the financial reporting process.
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The accountant's responsibility for auditing the individual financial statements
The purpose of this accountant's audit of the individual financial statements is to obtain reasonable conviction as to whether the individual financial statements as a whole contain any material misrepresentation due to fraud or errors, and to issue an audit report. Reasonable assurance is a high degree of certainty, but the audit work performed in accordance with the generally accepted auditing standards cannot guarantee that material misrepresentation in the individual financial statements will be detected. Misrepresentation may result from fraud or errors. If the untruthful individual amounts or aggregate can be reasonably expected to affect the economic decisions made by the users of the individual financial statements, they are considered significant.
The accountant uses professional judgment and maintains professional suspicion when conducting audits in accordance with the auditing standards generally accepted in the Republic of China. The accountant also performs the following tasks:
-
Identify and evaluate the risks of material misrepresentation in the individual financial statements due to fraud or errors; design and implement appropriate countermeasures for the assessed risks; and obtain sufficient and appropriate audit evidence as the basis for audit opinion. Because fraud may involve collusion, forgery, deliberate omission, false statement or violation of internal control, the risk of not detecting material misrepresentation caused by fraud is higher than that caused by errors.
-
Obtain the necessary understanding of the internal control relevant to the audit in order to design an appropriate audit procedure under the circumstances, but its purpose is not to express an opinion on the effectiveness of the internal control of Château Hotels & Resorts.
-
Evaluate the appropriateness of the accounting policies adopted by the management and the reasonableness of accounting estimates and related disclosures.
-
Based on the obtained audit evidence, make a conclusion on the appropriateness of the management's use of the continuing operations of the accounting basis and whether there is significant uncertainty in the event or situation that may cause major doubts about the ability of Château Hotels & Resorts to continue operations. If the accountant believes that there are significant uncertainties in these events or circumstances, he must remind the users of the financial statements in the audit report to pay attention to the relevant disclosures in the individual financial statements, or amend the audit opinion when such disclosures are inappropriate. The accountant’s conclusion is based on the audit evidence obtained as of the audit report date, but future events or circumstances may cause Château Hotels & Resorts to no longer have the ability to continue operations.
-
Evaluate the overall expression, structure and content of the individual financial statements (including relevant notes), and whether the individual financial statements are appropriate to express relevant transactions and events.
-
Obtain sufficient and appropriate audit evidence for the financial information of the constituent entities in Château Hotels & Resorts to express opinions on the individual financial statement. The accountant is responsible for the guidance,
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supervision and execution of the group's audit cases, and is responsible for forming the group's audit opinion.
The matters communicated between the accountant and the governing body include the planned audit scope and time, as well as major audit findings (including significant deficiencies in internal control identified during the audit process).
The accountant also provides the governing body with a statement that the personnel of the accountant’s affairs subject to independence regulations have complied with the independence of code of professional ethics, and communicates with the governing body all relationships and other matters that may be considered to affect the independence of the accountant (including relevant protective measures).
The accountant decided to audit the key audit matter of Château Hotels & Resorts' 2020 financial statements from the matters communicated with the governing body. The accountant states these matters in the audit report, unless the law does not allow specific matters to be disclosed publicly, or in very rare cases, the accountant decides not to communicate specific matters in the audit report because it can be reasonably expected that the negative impact of this communication will be greater than the public interest promoted.
Deloitte & Touche
Accountant YANG, CHAO-CHIN
Accountant LEE, CHI-CHEN
No. approved by Financial Supervisory Commission
No. approved by Securities and Futures Commission
No. Financial-Supervisory-Securities-AuditingNo.1060023872
No. Taiwan-Financial-Securities- No.0920123784
February 26, 2021
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Annex V
Chateau International Development Company Limited Individual Balance Sheet December 31, 2020 and 2019
(Unit: Thousands of New Taiwan Dollars)
| Code 1100 1120 1136 1170 1200 130X 1410 1470 11XX 1535 1550 1600 1755 1760 1780 1840 1952 1990 15XX 1XXX Code 2130 2170 2200 2230 2280 2320 2399 21XX 2540 2580 2640 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3XXX |
Assets Current assets Cash and cash equivalents (Notes 4 and 6) Current financial assets at fair value through other comprehensive income (Notes 4 and 7) Current financial assets at amortized cost (Notes 4, 8 and 29) Accounts receivable, net (Notes 4, 9 and 28) Other receivables Current inventories (Notes 4 and 10) Prepayments Other current assets (Note 17) Total current assets Non-current assets Non-current financial assets at amortized cost (Notes 4, 8 and 30) Investments accounted for using equity method (Notes 4 and 11) Property, plant and equipment(Notes 4, 12, 28 and 29) Right-of-use assets (Notes 4 and 13) Investment property, net (Notes 4, 14 and 29) Intangible assets (Notes 4 and 15) Deferred tax assets (Notes 4 and 24) Fund for improvements and expansions (note 16) Other non-current assets (Notes 17 and 28) Total non-current assets Total assets Liabilities and equity Current liabilities Current contract liabilities (notes 4 and 22) Accounts payable (note 28) Other payables (Notes 19 and 28) Current tax liabilities (Notes 4 and 24) Current lease liabilities (notes 4 and 13) Long-term liabilities, current portion (Notes 4, 18 and 29) Other current liabilities, others (Notes190 and 28) Total current liabilities Non-current liabilities Non-current portion of non-current borrowings(Notes 4, 18 and 29) Non-current lease liabilities Net defined benefit liability, non-current (notes 4 and 13) Guarantee deposits received (Note 4 and 20) Total non-current liabilities Total liabilities Equity (Note 21) Share capital Ordinary share Capital surplus Retained earnings Legal reserve Special reserve Unappropriated retained earnings (accumulated deficit) Total retained earnings Total other equity interest Total equity Total liabilities and equity |
December 31, 2020 | December 31, 2020 | % 6 8 1 1 - - - - 16 1 5 37 3 23 15 - - - 84 100 1 1 3 1 1 4 2 13 5 2 1 - 8 21 48 7 6 10 6 22 2 79 100 |
December 31, 2019 | December 31, 2019 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 140,252 178,724 18,522 13,209 6 10,957 6,930 127 368,727 11,000 123,485 874,545 66,603 541,153 339,391 3,749 8,002 3,921 1,971,849 $ 2,340,576 $ 28,223 25,146 75,556 26,766 14,058 93,768 55,564 319,081 122,033 51,572 9,036 100 182,741 501,822 1,115,229 170,663 148,136 236,201 127,852 512,189 40,673 1,838,754 $ 2,340,576 |
Amount $ 88,629 110,851 31,268 9,879 900 10,724 6,719 2,955 261,925 11,000 125,757 906,306 84,729 541,153 385,915 3,588 2 4,241 2,062,691 $ 2,324,616 $ 20,219 25,073 87,346 8,494 18,584 121,925 65,824 347,465 195,806 66,468 8,519 100 270,893 618,358 1,115,229 170,663 144,136 212,747 90,683 447,566 27,200) 1,706,258 $ 2,324,616 |
% | |||||||
( |
( |
4 5 1 - - 1 - - 11 1 5 39 4 23 17 - - - 89 100 1 1 4 - 1 5 3 15 9 3 - - 12 27 48 7 6 9 4 19 1) 73 100 |
The attached notes are part of this individual financial statement.
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Annex V
Chateau International Development Company Limited Individual Statement Of Comprehensive Income January 1 to December 31, 2020 and 2019 (Unit: Thousands of New Taiwan Dollars) (However, the earnings per share are New Taiwan Dollars)
| Code 4000 Total operating revenue(Note 4, 22 and 28) 5000 Total operating costs(Note 10, 23 and 28) 5900 Gross profit (loss) from operations Operating expenses(Notes 23 and 28) 6100 Selling expenses 6200 Administrative expenses 6000 Total Operating expenses 6510 Other income(Note 23) 6900 Net operating income (loss) Non-operating income and expenses(Note 23 and 28) 7100 Interest income 7010 Other income 7030 Other gains and losses, net 7050 Financial costs 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method, net 7590 Miscellaneous disbursements 7000 Total non-operating income and expenses |
Year 2020 | Year 2020 | |
|---|---|---|---|
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Annex V
(Continued from the previous page)
| Code 7900 Profit (loss) from continuing operations before tax 7950 Total tax expense (income)(Notes 4 and 24) 8200 Profit (loss) from continuing operations Other comprehensive income Items not reclassified to profit or loss: 8311 Gains (losses) on remeasurements of defined benefit plans(Note 20) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8349 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss (Note 24) 8300 Total other comprehensive income 8500 Total comprehensive income Earnings per Share (NT$, Note 25) 9750 Basic earnings per share 9850 Diluted earnings per share |
Year 2020 | Year 2020 | % 15 3 12 - 10 - 10 22 |
Year 2019 | Year 2019 | |||
|---|---|---|---|---|---|---|---|---|
| % | ||||||||
6 1 5 - ( 2 ) - ( 2) 3 |
The attached notes are part of this individual financial statement.
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Annex V
| Total equity | $ 1,704,310 | - | - | ( 22,305 ) |
40,001 | ( 15,748 ) |
( 15,748 ) |
24,253 | 1,706,258 | - | - | ( 22,305 ) |
87,592 | 67,209 | 154,801 | $ 1,838,754 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other equity interest | Unrealized gains | (losses) on financial | assets measured at fair |
value through other | comprehensive income | ( $ 11,746 ) | - | - | - | - | ( 15,454 ) | ( 15,454 ) | ( 27,200 ) | - | - | - | - | 67,873 | 67,873 | $ 40,673 | ||||||||
| Unappropriated | retained earnings | (accumulated | deficit)earnings | $ 91,365 | ( 2,113 ) |
( 15,971 ) |
( 22,305 ) |
40,001 | ( 294 ) |
39,707 | 90,683 | ( 4,000 ) |
( 23,454 ) |
( 22,305 ) |
87,592 | ( 664 ) |
86,928 | $ 127,852 | ||||||||||
| **Retained earnings ** | Special reserve | $ 196,776 | - | 15,971 | - | - | - | - | 212,747 | - | 23,454 | - | - | - | - | $ 236,201 | ||||||||||||
| Legal reserve | $ 142,023 | 2,113 | - | - | - | - | - | 144,136 | 4,000 | - | - | - | - | - | $ 148,136 | |||||||||||||
| Capital surplus | $ 170,663 | - | - | - | - | - | - | 170,663 | - | - | - | - | - | - | $ 170,663 | |||||||||||||
| Ordinary share | $ 1,115,229 | - | - | - | - | - | - | 1,115,229 | - | - | - | - | - | - | $ 1,115,229 | |||||||||||||
| Code | A1 Balance as of January 1, 2019 |
Earnings Appropriation and Distribution in 2018 (Note 21) | B1 Legal reserve appropriated |
B3 Special reserve appropriated |
B5 Cash dividends of ordinary share |
D1 Profit (loss) in 2019 |
D3 Other comprehensive income in 2019 |
D5 Total comprehensive income in 2019 |
Z1 Balance as of December 31, 2019 |
Earnings Appropriation and Distribution in 2019 (Note 21) | B1 Legal reserve appropriated |
B3 Special reserve appropriated |
B5 Cash dividends of ordinary share |
D1 Profit (loss) in 2020 |
D3 Other comprehensive income in 2020 |
D5 Total comprehensive income in 2020 |
Z1 Balance as of December 31, 2020 |
The attached notes are part of this individual financial statement. |
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Annex V
Chateau International Development Company Limited Individual Cash Flow Statement January 1 to December 31, 2020 and 2019 (Unit: Thousands of New Taiwan Dollars)
| Code Cash flows from (used in) operating activities, indirect method A10000 Profit (loss) before tax A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expense A20200 Amortization expense A20900 Interest expense A21200 Interest income A21300 Dividend income A22500 Loss (gain) on disposal of property, plant and equipment A22800 Loss (gain) on disposal of intangible assets A22400 Share of loss (profit) of associates and joint ventures accounted for using equity method A29900 Other adjustments to reconcile profit (loss) A30000 Changes in operating assets and liabilities A31130 Decrease (increase) in notes receivable A31150 Decrease (increase) in accounts receivable A31180 Decrease (increase) in other receivable A31200 Adjustments for decrease (increase) in inventories A31230 Decrease (increase) in prepayments A31240 Adjustments for decrease (increase) in other current assets A32125 Increase (decrease) in contract liabilities A32150 Increase (decrease) inaccountsliabilities A32180 Increase (decrease) in other payable A32230 Adjustments for increase (decrease) in other current liabilities A32240 Increase (decrease) in net defined benefit liability A33000 Cash inflow (outflow) generated from operations A33500 Income taxes paid AAAA Net cash flows from (used in) operating activities Cash flows from (used in) investing activities B00050 Proceeds from financial assets at amortized cost B00100 Acquisition of financial assets at fair value through profit or loss |
Year 2020 $ 105,942 73,201 50,089 5,100 77 ) - - 67 2,272 2 ) - 3,330 ) 893 233 ) 211 ) 2,828 8,004 73 1,969 ) 10,260 ) 313) 232,074 73) 232,001 12,746 - |
Year 2019 | ||
|---|---|---|---|---|
( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( |
$ 43,948 75,887 54,573 5,791 118 ) 4,727 ) 1,611 ) 769 3,423 - 4 8,756 11,371 1,195 ) 87 1,950 ) 4,972 ) 4,953 ) 6,850 1,349 ) 1,025) 189,559 1,402) 188,157 7,327 30,000 ) |
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Annex V
(Continued from the previous page)
| Code B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B04500 Acquisition of intangible assets B05350 Acquisition of use-of-right assets B06700 Increase in other non-current assets B06800 Decrease in other non-current assets B07500 Interest received B07600 Dividends received B09900 Other investing activities BBBB Net cash flows from (used in) investing activities Cash flows from (used in) financing activities C00100 Increase in short-term loans C00200 Decrease in short-term loans C00500 Increase in short-term notes and bills payable C00600 Decrease in short-term notes and bills payable C01600 Proceeds from long-term debt C01700 Repayments of long-term debt C04020 Payments of lease liabilities C04400 Decrease in other non-current liabilities C04500 Cash dividends paid C05600 Interest paid CCCC Net cash flows from (used in) financing activities EEEE Net increase (decrease) in cash and cash equivalents E00100 Cash and cash equivalents at beginning of period E00200 Cash and cash equivalents at end of period |
Year 2020 $ 30,992 ) - 3,632 ) 3,233 ) - 320 78 - 8,000) 32,713) 70,000 70,000 ) 110,000 110,000 ) 290,000 391,930 ) 18,216 ) - 22,305 ) 5,214) 147,665) 51,623 88,629 $ 140,252 |
Year 2019 | ||
|---|---|---|---|---|
| ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 36,998 ) 2,520 7,753 ) 2,693 ) 688 ) - 118 4,727 4,225) 67,665) 60,000 120,000 ) 110,000 110,000 ) 150,000 177,433 ) 15,199 ) 50 ) 22,305 ) 5,846) 130,833) 10,341 ) 98,970 $ 88,629 |
The attached notes are part of this individual financial statement.
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Annex VI
Chateau International Development Co., Ltd. 2020 Profit Distribution List
| Unit: New Taiwan Dollar (NT$) Amount Item |
Unit: New Taiwan Dollar (NT$) Amount Item |
|---|---|
| Actuarial profit or loss accounted to retained earnings Beginning retained earnings 2020 Net profit after tax Distributable items for current period: Bonus for Shareholders Appropriation - Stock (NT0.00/share) Bonus for Shareholders Appropriation - Cash (NT0.50/share) 2020 Unappropriated retained earnings Plus:Set Aside Special Surplus Reserve Marketable Notes Reversal Loss by Law Minus: Set Aside Legal Reserve Self Set Aside Special Reserve 2020 Earnings for Distribution |
40,923,646 (663,959) 87,591,172 |
| 127,850,859 27,199,796 8,692,721 17,385,443 |
|
| 128,972,491 0 55,761,481 |
|
| 73,211,010 |
-
Note 1: The Company passed the Amendment to the Articles of Incorporation Proposal in the interim shareholders meeting on February 3, 2012, where since 2001 to 2048, the year that the Company is operated in a single operating base, in case of earnings indicated from the annual accounts, there shall be twenty percent (20%) of Special reserve retained as the Fund for Expansion.
-
Note 2: The Company has issued a total of 111,522,961 shares. Note 3: The actual outstanding number of shares of the Company is 111,522,961 shares, and the bonus proposed to appropriate to shareholders in current period is NT$55,761,481.00, with cash dividend NT0.50 per share; for cash dividend appropriated less than NT$1.00 called odd lots, the President is Authorized to take care of it.
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Annex VII
Chateau International Development Co., Ltd.
Comparison Table of Amended Rules of Procedure for Shareholders Meetings
| Articles after Amendment | Articles before Amendment | Description | ||
|---|---|---|---|---|
| Article 3: (Convening shareholders meetings and shareholders meeting notices) Paragraph 1, 2, and 3 are omitted. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1, Article 26-1, Article 43-6 of Securities and Exchange Act, Article 56-1 and Article 60-2 of Regulations Governing the Offering and Issuance of Securities by Securities Issuers, shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters maybe |
Article 3: (Convening shareholders meetings and shareholders meeting notices) Paragraph 1, 2, and 3 are omitted. Election or dismissal of directors or supervisors, amendments to the articles of incorporation, reduction of capital, application for the approval of ceasing its status as a public company, approval of competing with the company by directors, surplus profit distributed in the form of new shares, reserve distributed in the form of new shares, the dissolution, merger, or demerger of the corporation, or any matter under Article 185, paragraph 1 shall be set out and the essential contents explained in the notice of the reasons for convening the shareholders meeting. None of the above matters may be raised by an extraordinary motion;the essential contents may be posted on the website designated by the competent authority in charge of securities affairs or the |
1. To avoid the misunderstanding by listed companies that all extraordinary motions can be made except for the matters in Article 185, Paragraph 1 of the Company Act, it is proposed to include the provisions of the Company Act other than those listed in the original Article before the amendment that cannot be made by way of extraordinary motions. 2. Comply with the announced method of description to make the adjustment on the specifications of the articles. |
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Annex VII
| Articles after Amendment | Articles before Amendment | Description | ||
|---|---|---|---|---|
| raised by an extraordinary motion. Paragraph 5 is omitted. A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation a proposal for discussion at a regular shareholders meeting. The number of items so proposed, however, is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Shareholders may submit a proposal for urging the corporation to promote public interests or fulfill its social responsibilities, however, in terms of procedure, the number of items so proposed is limited to one only in accordance with the relevant |
corporation, and such website shall be indicated in the above notice. Paragraph 5 is omitted. A shareholder holding one percent or more of the total number of issued shares may submit to this Corporation awrittenproposal for discussion at a regular shareholders meeting. The number of items so proposed, however,is limited to one only, and no proposal containing more than one item will be included in the meeting agenda. In addition, when the circumstances of any subparagraph of Article 172-1, paragraph 4 of the Company Act apply to a proposal put forward by a shareholder, the board of directors may exclude it from the agenda. Provided a shareholder proposal for urging the corporation to promote public interests or fulfill its social responsibilities may still be included in the agenda by the board of directors. |
3. Revise Paragraph 6 of this Article in accordance with the amendment to Article 172, Paragraph 5 of the Company Act and the official document Reference No. MOEA Department of Commerce No. 10700105410. |
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Annex VII
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| regulations in Article 172-1 of the Company Act, and no proposal containing more than one item will be included in the meeting agenda. (Paragraphs hereunder are omitted) |
(Paragraphs hereunder are omitted) |
||
| Article 7: (Calculation on the number of shares in attendance and call the meeting) Paragraph 1 is omitted. The chair shall call the meeting to order at the appointed meeting time,and announce relevant information of the number of attendence without voting rights and the number of shares in attendance, etc. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meetingadjourned. |
Article 7: (Calculation on the number of shares in attendance and call the meeting) Paragraph 1 is omitted. The chair shall call the meeting to order at the appointed meeting time. However, when the attending shareholders do not represent a majority of the total number of issued shares, the chair may announce a postponement, provided that no more than two such postponements, for a combined total of no more than one hour, may be made. If the quorum is not met after two postponements and the attending shareholders still represent less than one third of the total number of issued shares, the chair shall declare the meeting adjourned. (Paragraphs hereunder are omitted) |
Paragraph 2 is revised to enhance corporate governance and protect shareholders’ equities. |
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Annex VII
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| (Paragraphs hereunder are omitted) |
|||
| Article 12 The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately,including the names of those elected as directors and supervisors and the numbers of votes with which they were elected. (Paragraphs hereunder are omitted) |
Article 12 The election of directors or supervisors at a shareholders meeting shall be held in accordance with the applicable election and appointment rules adopted by this Corporation, and the voting results shall be announced on-site immediately. (Paragraphs hereunder are omitted) |
Paragraph 1 is revised to enhance corporate governance and protect shareholders’ equities. |
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Annex VIII
Chateau International Development Co., Ltd.
Comparison Table of Amended Rules of Procedure for Board of Directors Meetings
Articles after Amendment
Articles before Amendment Description
Article 6
Where a meeting of the board of directors is called by the chairperson of the board, the meeting shall be chaired by the chairperson. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders’ meeting in which the directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting.
Where a meeting of the board of directors is called by a majority of directors on their own initiative in accordance with Article 203, paragraph 4 or Article 203-1, paragraph 3 of the Company Act, the
Article 6
Where a meeting of the board of directors is called by the chairperson of the board, the meeting shall be chaired by the chairperson. However, where the first meeting of each newly elected board of directors is called by the director who received votes representing the largest portion of voting rights at the shareholders’ meeting in which the
directors were elected, the meeting shall be chaired by that director; if there are two or more directors so entitled to call the meeting, they shall choose one person by and from among themselves to chair the meeting.
-
Adjust the test in Paragraph 1 in in accordance with Article 10 of Regulations Governing Procedure for Board of Directors Meetings of Public Companies.
-
Revise, adjust and add Paragraph 2 in accordance with Article 203, Paragraph 4 and Article 203-1 of the Company Act to state that where a meeting of the board of directors is called by a majority of directors on their own initiative (including the case of the first meeting of the board of directors
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Annex VIII
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| directors shall choose one person by and from among themselves to chair the meeting. When the chairperson of the board is on leave or for any reason is unable to exercise the powers of the chairperson, the vice chairperson shall do so in place of the chairperson, or, if there is no vice chairperson or the vice chairperson also is on leave or for any reason is unable to act, by a managing director designated by the chairperson, or, if there is no managing director, by a director designated thereby, or, if the chairperson does not make such a designation, by a managing director or director elected by and from amongthemselves. |
When the chairperson of the board is on leave or for any reason is unable to exercise the powers of the chairperson, the vice chairperson shall do so in place of the chairperson, or, if there is no vice chairperson or the vice chairperson also is on leave or for any reason is unable to act, by a managing director designated by the chairperson, or, if there is no managing director, by a director designated thereby, or, if the chairperson does not make such a designation, by a managing director or director elected by and from among themselves. |
is called by a majority of elected directors on their own initiative), the directors shall choose one person by and from among themselves to chair the meeting. 3. Adjust paragraph order. |
|
| Article 10 Paragraph 1 and 2 are omitted. If at any time during the proceeding of a board of directors meeting the directors sitting at the meeting are not more than half of the directors |
Article 10 Paragraph 1, and 2 are omitted. If at any time during the proceeding of a board of directors meeting the directors sitting at the meeting are not more than half of the directorspresent |
Adjust paragraph order. |
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Annex VIII
| Articles after Amendment | Articles before Amendment | Description | ||
|---|---|---|---|---|
| present at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which case paragraph 5 of Article 7 shall apply mutatis mutandis. |
at the meeting, then upon motion by the directors sitting at the meeting, the chair shall declare a suspension of meeting, in which caseparagraph 4 of Article 7 shall apply mutatis mutandis. |
|||
| Article 11 The following items shall be submitted for discussion by the board of directors: 1. Business plan of the Company. 2. Annual financial reports and second quarter financial reports required to be certified by an accountant. (Omitted) |
Article 11 The following items shall be submitted for discussion by the board of directors: 1. Business plan of the Company. 2. Annual and semi-annual financial reports. With the exception of semi-annual financial reports which, under relevant laws and regulations, need not be audited and attested by a certified public accountant (CPA). (Paragraphs hereunder are omitted) |
Adjust Paragraph 1, Subparagraph 2 in accordance with the amendment to Article 14-5 of Securities and Exchange Act. |
||
| Article 14 Paragraph 1 is omitted. Where the spouse or a blood relative within the second degree of kinship of a director, or a company which has a controlling or subordinate relation with a director, is |
Article 14 Paragraph 1 is omitted. |
Add Paragraph 2, adjust the original Paragraph 2 as Paragraph 3, and revise the text in accordance with Article 206, Paragraph 3 of the CompanyAct. |
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Annex VIII
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| an interested party with respect to an agenda item as described in the preceding paragraph, such director shall be deemed to be an interested party with respect to that agenda item. The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph4of that Act, apply to resolutions of board of directors meetings when a director is prohibited by the preceding two paragraphs from exercising voting rights. |
The provisions of Article 180, paragraph 2 of the Company Act, as applied mutatis mutandis under Article 206, paragraph3of that Act, apply to resolutions of board of directors meetings when a director is prohibited by the preceding two paragraphs from exercising voting rights. |
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Annex IX
Chateau International Development Co., Ltd.
Comparison Table of Amended Procedures for Election of Directors
| Articles after Amendment | Articles before Amendment | Description |
|---|---|---|
| Chateau International Development Co., Ltd. Procedures for Election of Directors |
Chateau International Development Co., Ltd. Procedures for Election of Directorsand Supervisors |
In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby adjust the title of the sample template. |
| Article 1 To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies. |
Article 1 To ensure a just, fair, and open election of directorsand supervisors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies. |
In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby delete the section on supervisors. |
| Article 2 Except as otherwise provided by law and regulation or by this Corporation’s Articles of |
Article 2 Except as otherwise provided by law and regulation or by this Corporation’s articles of |
In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated |
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Annex IX
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| Incorporation, elections of directors shall be conducted in accordance with these Procedures. |
incorporation, elections of directorsand supervisors shall be conducted in accordance with these Procedures. |
December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby delete the section on supervisors. |
|
| Article 4 This Article was removed. |
Article 4 Supervisors of this Corporation shall meet the following qualifications: 1. Integrity and a practical attitude. 2. Impartial judgment. 3. Professional knowledge. 4. Broad experience. 5. Ability to read financial statements. In addition to the requirements of the preceding paragraph, at least one among the supervisors of this Corporation must be an accounting or finance professional. Appointments of supervisors shall be made with reference to the provisions on independence contained in the Regulations Governing Appointment of Independent Directors and |
In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby delete the section on supervisors. |
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Annex IX
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| Compliance Matters for Public Companies, in order to select appropriate supervisors to help strengthen the corporation’s risk management and control of finance and operations. At least one supervisor position must be held by a person having neither a spousal relationship nor a relationship within the second degree of kinship with any other supervisor or with any director. A supervisor may not serve concurrently as the director, managerial officer, or any other employee of this Corporation, and at least one of the supervisors must be domiciled in the Republic of China to be able to promptly fulfill the functions of supervisor. |
|||
| Article 4 (Omitted) |
Article 5 (Omitted) |
In compliance with the removal of Article 4, hereby adjust the Article number. |
|
| Article 5 Elections of directors at this Corporation shall be conducted in accordance with the candidate nomination system andprocedures set |
Article 6 Elections of both directorsand supervisors at this Corporation shall be conducted in accordance with the candidate nomination system and |
In compliance with the amendment to Article 192- 1 of the Company Act to simplify the procedures for nominating directors, hence,herebyamend |
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Annex IX
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| out in Article 192-1 of the Company Act. Paragraph 2 is omitted. When the number of independent directors falls below that required under the proviso of Article 14- 2, paragraph 1 of the Securities and Exchange Act, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders |
procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters set forth in Article 30 of the Company Act with respect to nominee directors and supervisors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors and supervisors will be elected. Paragraph 2 is omitted. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act,or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for |
Paragraph 1. In compliance with FSC’s official document Reference No. FSC SFI 1070345233 dated December 19, 2018, issued by the Financial Supervisory Commission of the R.O.C. requesting listed companies to fully establish independent |
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Annex IX
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. Paragraph 4 is omitted. |
Determining Unsuitability for GTSM Listing under Article 10, Paragraph 1 of the GreTai Securities Market Rules Governing the Review of Securities for Trading on the GTSM,a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of supervisors falls below that prescribed in this Corporation’s articles of incorporation due to the dismissal of a supervisor for any reason, a by- election to fill the vacancy should ideally be held at the next shareholders meeting. When the supervisors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies. |
directors, hence, hereby adjust Paragraph 3. In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby delete the section on supervisors. |
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Annex IX
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| Article 6 The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates. |
Article 7 The cumulative voting method shall be used for election of the directorsand supervisorsat this Corporation. Each share will have voting rights in number equal to the directorsor supervisors to be elected, and may be cast for a single candidate or split among multiple candidates. |
In compliance with the removal of Article 4, hereby adjust the Article number. In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby delete the section on supervisors. |
|
| Article 7 The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recordingthe names of |
Article 8 The board of directors shall prepare separate ballots for directorsand supervisors in numbers corresponding to the directors or supervisors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording |
In compliance with the removal of Article 4, hereby adjust the Article number. In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby delete the section on supervisors. |
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Annex IX
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| voting shareholders. | the names of voting shareholders. |
||
| Article 8 The number of directors will be as specified in this Corporation’s articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. |
Article 9 The number of directors and supervisors will be as specified in this Corporation’s articles of incorporation, with voting rights separately calculated for independent and non- independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance. |
In compliance with the removal of Article 4, hereby adjust the Article number. In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby delete the section on supervisors. |
|
| Article 9 (Omitted) |
Article 10 (Omitted) |
In compliance with the removal of Article 4, hereby adjust the Article number. |
|
| Article 11 If a candidate is a |
In compliance with the |
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Annex IX
| Articles after Amendment | Articles before Amendment | Description | ||
|---|---|---|---|---|
| shareholder, a voter must enter the candidate’s account name and shareholder account number in the“candidate”column of the ballot; for a non- shareholder, the voter shall enter the candidate’s full name and identity card number. However, when the candidate is a governmental organization or juristic- person shareholder, the name of the governmental organization or juristic- person shareholder shall be entered in the column for the candidate’s account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered. |
removal of Article 4, hereby adjust the Article number. In compliance with the FSC’s official document Reference No. FSC TWSE 1080311451 dated April 25, 2019, the election of directors and supervisors of listed (over-the-counter) companies shall adopt a candidate nomination system starting from 2021, and shareholders shall elect candidates for directorship from the list of candidates. Shareholders will be able to know the name and academic history of each candidate from the candidate list before the shareholders’ meeting. The use of the shareholder’s account number or ID card number as a means of identifying a candidate is unnecessary, hence, hereby remove this section. |
|||
| Article 10 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared bya person with the right to convene. 2. A blank ballot is |
Article 12 A ballot is invalid under any of the following circumstances: 1. The ballot was not prepared by the board of directors. 2. A blank ballot isplaced |
In compliance with the removal of Article 4 and Article 11, hereby adjust the Article number. In compliance with Article 173 of the CompanyAct,shareholders |
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Annex IX
| Articles after Amendment | Articles before Amendment | Articles before Amendment | Description |
|---|---|---|---|
| placed in the ballot box. 3. The writing is unclear and indecipherable or has been altered. 4. The candidate whose name is entered in the ballot does not conform to the director candidate list. 5. Other words or marks are entered in addition to the number of voting rights allotted. |
3. 4. 5. 6. |
in the ballot box. The writing is unclear and indecipherable or has been altered. The candidate whose name is entered in the ballotis a shareholder, but the candidate’s account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non- shareholder, and a cross-check shows that the candidate’s name and identity card number do not match. Other words or marks are entered in addition to the candidate’s account name or shareholder account number (or identity card number)and the number of voting rights allotted. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account |
may, under certain circumstances (e.g., when the Board of Directors is not to be convened), report to the competent authority for permission to convene the meeting on their own, with the intention of adjusting Subparagraph 1 of this Article. In compliance with the FSC’s official document Reference No. FSC TWSE 1080311451 dated April 25, 2019, the election of directors and supervisors of listed (over-the-counter) companies shall adopt a candidate nomination system starting from 2021, and shareholders shall elect candidates for directorship from the list of candidates. Hence, hereby adjust Subparagraph 4 and 5 of this Article and remove Subparagraph 6. |
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Annex IX
| Articles after Amendment | Articles before Amendment | Articles before Amendment | Description | |
|---|---|---|---|---|
| number or identity card number is provided in the ballot to identify such individual. |
||||
| Article 11 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors and the numbers of votes with which they were elected,shall be announced by the chair on the site. |
Article 13 The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directorsor directors and the numbers of votes with which they were elected, shall be announced by the chair on the site. |
In compliance with the removal of Article 4 and Article 11, hereby adjust the Article number. In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of the current directors and supervisors, hence, hereby delete the section on supervisors. |
||
| Article 12 The board of directors of this Corporation shall issue notifications to the persons elected as directors. |
In compliance with the removal of Article 4 and Article 11, hereby adjust the Article number. In compliance with the FSC’s official document Reference No. FSC SFI 10703452331 dated December 19, 2018, which requires all listed companies to establish an audit committee to replace the supervisors upon the expiration of the terms of |
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Annex IX
| Articles after Amendment | Articles before Amendment | Description |
|---|---|---|
| the current directors and supervisors. |
||
| Article 13 (Omitted) |
Article 14 (Omitted) |
In compliance with the removal of Article 4 and Article 11, hereby adjust the Article number. |
| Article 14 (Omitted) |
Article 15 (Omitted) |
In compliance with the removal of Article 4 and Article 11, hereby adjust the Article number. |
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Annex X
Chateau International Development Co., Ltd. Comparison Table of Amended Rules Governing the Scope of Powers of Supervisors
| of Supervisors | of Supervisors | |||
|---|---|---|---|---|
| Articles after Amendment | Articles before Amendment | Description | ||
| Article 10 A supervisor should supervise the execution of company business and may at any time investigate the financial and business conditions of this Company,audit, copy, or photocopy books and documents,and the relevant departments in this Company shall provide the books and documents that may be required by the investigation. (Omitted) |
Article 10 A supervisor may at any time investigate the financial and business conditions of this Company, and the relevant departments in this Company shall provide the books and documents that may be required by the investigation. (Omitted) |
Adjust the text in the first paragraph in accordance with Article 218 of the Company Act |
||
| Article 12 The Company should take out liability insurance for all directors and supervisors with respect to liabilities resulting from the performance of duties during their terms of office. |
Article 12 It is advisable that this Company, in accordance with the articles of incorporation or the resolution of a shareholders meeting, take out liability insurance for the supervisors with respect to liabilities resulting from the performance of duties during their terms of office, so as to reduce and spread the risk of material damage to the rights and interests of this Company and the shareholders as a result of |
This article is amended in accordance with the amendment to Article 16 of Directions for Compliance with the Establishment of Board of Directors by TWSE Listed Companies and the Board’s Exercise of Powers, which stated that the Company should take out liability insurance for all directors and supervisors with respect to liabilities resulting from theperformance of |
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Annex X
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| error or negligence on the part of a supervisor. |
duties during their terms of office. |
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Annex XI
Comparison Table for the Amendment to the Articles of Incorporation of Chateau International Development Co., Ltd.
| Articles after Amendment | Articles before Amendment | Description | ||
|---|---|---|---|---|
| Article 15: The Company shall have 9to 13 Directors and 3 Supervisor(s) to be elected at the shareholders meeting from among the individuals of legal capacity, with the term of three years. All Directors and Supervisor(s) shall be eligible for re-election. A candidate nomination system is used for the election of all directors and supervisors of the Company. The Company may establish independent directors among the aforementioned quota. The number of independent directors shall not be less than three and shall not be less than one-fifth of the number of directors. A candidate nomination system shall be adopted for the election and they shall be elected by the shareholders from the list of candidate independent directors. The professional qualifications, shareholdings, restrictions on concurrent positions, nominations and other matters to be followed by independent directors are in accordance with the relevant regulations of the competent securities authorities. The Company has established an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committee is composed of independent directorsand its number shall not be less than three, one of whom shall be the convener. The |
Article 15: The Company shall have9 Directors and 3 Supervisor(s) to be elected at the shareholders meeting from among the individuals of legal capacity, with the term of three years. All Directors and Supervisor(s) shall be eligible for re-election. A candidate nomination system is used for the election of all directors and supervisors of the Company. The Company may establish independent directors among the aforementioned quota. The number of independent directors shall not be less than two and shall not be less than one-fifth of the number of directors. A candidate nomination system shall be adopted for the election and they shall be elected by the shareholders from the list of candidate independent directors. The professional qualifications, shareholdings, restrictions on concurrent positions, nominations and other matters to be followed by independent directors are in accordance with the relevant regulations of the competent securities authorities. The Company has established an audit committee in accordance with Article 14-4 of the Securities and Exchange Act. The audit committeeshallbe composed of independent directorswho shall perform the duties of supervisors in accordance with the law. The |
The number of seats of directors was revised in conjunction with the establishment of Audit Committee on 2022. |
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Annex XI
| Articles after Amendment | Articles before Amendment | Description | |
|---|---|---|---|
| exercise of its powers and functions and related matters shall be governed by the relevant laws and regulations, and its organizational procedures shall be separately determined by the Board of Directors. The Company will dismiss and abolish the duties of the supervisors when the Audit Committee is established. |
Company will dismiss and abolish the duties of the supervisors when the Audit Committee is established. |
||
| Article 27: The Articles of Incorporation are established on Sep. 8, 1995. (Omitted) 27th amendment was made on mm/dd, 2021. |
Article 27: The Articles of Incorporation are established on Sep. 8, 1995. (Omitted) |
Add amendment date |
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