HG — Annual Report 2020

Nov 11, 2021

【股票代碼：2702】

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Holiday Garden Hotel Co., Ltd

2020 Annual Report

Published: May 18,2021

https://mops.twse.com.tw

The Company's Website: https://www.hotelhg.com.tw/

1. Company Spokesperson: Ching-Sheng Tu Job Title: Audit Supervisor

Tel: (07) 241-0123

Email: mark.tu@hotelhg.com.tw

Acting Spokesperson: Su-Ling Yu Job Title: Finance Supervisor

Contact Number: (07) 241-0123

Email: weny.yu @hotelhg.com.tw

1. Company Address: No. 279, Liuhe 2nd Rd., Qianjin Dist., Kaohsiung City

Tel: (07) 241-0123

Taipei Office: 9F., No. 22, Ln. 187, Sec. 1, Dunhua S. Rd., Songshan Dist., Taipei City

Tel: (02) 2778-2992

1. Share Transfer Institutions: Department of Stock Affairs Agent, IBF Securities CO LTD

2. Add: 4F., No. 199, Sec. 3, Chongqing N. Rd., Datong Dist., Taipei City

Web: https:// www.ibfs.com.tw

Service Line: (02) 2593-6666

1. Certified Public Accountants : Wu,Chien-chih, Wang,Kuo-hua

2. CPA Firm: PwC Taiwan

Add: 22F., No. 95, Minzu 2nd Rd., Xinxing Dist., Kaohsiung City

Web: https://www.pwc.tw/

Tel: (07) 237-3116

1. Name of trading place where overseas marketable securities are listed for trading:

None

Information on overseas marketable securities: None

1. Company's Website: https://www.hotelhg.com.tw/

Table of Contents

Chapter 1. Report to Shareholders...............................Page 1-5 Chapter 2. Company Profile.........................................Page 6-8 Chapter 3. Corporate Governance Report....................Page 9-57 Chapter 4. Funding Status…........................................Page 58-62 Chapter 5. Operation Overview…...............................Page 63-68 Chapter 6. Financial Overview....................................Page 79-210 Chapter 7. Review Analysis and Risk Assessment of Financial Position and Operating Results..................................Page 211-217 Chapter 8. Special Notes…........................................Page 218 Chapter 9. Matters that Have a Material Impact on The Shareholders' Equity or the Securities Price as Provided for in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act………………………………..……..Page 218

Holiday Garden Hotel Co., Ltd. Business Report

Dear Shareholders ：

I would like to thank all shareholders for coming and participating in the annual general meeting of shareholders in 2021. I would also like to thank all shareholders for their support and trust in the company over the past year.

Under the impact of the environment and the fierce competition, thank you to all the directors and staff for your concerted efforts.

This year, the company continues to adhere to the high quality of service as the foundation, enhance the software and hardware facilities, actively promote various marketing activities, and through various sales channels to develop a variety of products, to dig and develop the market to create better performance.

Last year's hotel operations were not as expected due to the impact of the general environment and COVID-19. However, I and the senior management of the company will actively lead all employees to work together to continue to create greater profits for the company to benefit shareholders.

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1.Business results

(1) Guest rooms

The room department received 89,363 passengers from January to December of 2020, compared the same period in 2019, a decrease of 64,189 from 153,552,a decline rate 41.80%;The Taiwanese accounted for 83.48% of all the guests, and guests from China accounted for 0.95%,guests from other regions accounted for 15.57%,Room occupancy rate is 38%,the revenue from room department is NT 62,141 thousand dollars, compared to the same period in 2019,NT107,910 thousand dollars,a decline of NT 45,769 thousand dollars, the decline was 42.41%.

(2) Food and beverage

The revenue from the food and beverage department for January to December 2020 was NT 33,726 thousand dollars, compared to the same period in 2019, NT 45,747 thousand dollar, a decline of 12,021 thousand dollars, a decline of 26.28%.

(3) Subsidiary

1. The revenue from the guest room of the US subsidiary for January to December, 2020 was US 20,740 thousand dollars, compared to the same period in 2019, US 43,051 thousand dollars, a decline of US 22,311 thousand dollars, a decline of 51.82%.

2. The revenue received from January to December, 2020 from Hua Yuan Development, the subsidiary in Taiwan, was NT 32,970 thousand dollars,compared to the same period in 2019,NT35,886 thousand dollars,the decline of NT2,916 thousand dollars,the decline of 8.13%.

(4) The Group

The consolidated business revenue was NT741,703 thousand dollars, compared to the same period in 2019, NT1,520,242 thousands dollars, a decline of NT778,539 thousand dollars, a decline of 51.21%.

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2. Consolidated financial statements

• (1) The net asset liabilities

As of December 31, 2020, the total assets of the Group were NT7,032,760 thousand dollars, out of which the total liabilities is 6,070,809 thousand dollars, accounted for 86.32%, the total net worth is 961,951 thousand dollars, which accounted for 13.68% of the total assets.

(2) Profits and losses:

The revenue received for the period of January to December, 2020 was NT741,703 thousand dollars, compared to the same period in 2019, NT1,520,242 thousand dollars, a decline of NT778,539 thousand dollars,a decrease of 51.21%. The operation cost was NT228,018 thousand dollars,operation expenses of NT713,111 thousand dollars, operating loss of NT199,426 thousand dollars. The net income from non-operating activities and expenses was NT294,434 thousand dollars, and the net loss before tax for the period was NT493,860 thousand dollars compared to the same period in 2019, NT28,292 thousand dollars, a decline of NT522,152 thousand dollars, decline by 1,845.58%.

3. Budget and execution

The annual operating income in 2020 was NT741,703 thousand dollars, and the budget being NT1,670,217 thousand dollars; the net loss before tax is NT493,860 thousand dollars,budget net profit before tax being NT171,080 thousand dollars.

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IV. Analysis of Financial revenue and profitability

Unit: NT thousand

			Unit: NT thousand	Unit: NT thousand
			dollars
The year Items analyzed			2020	2019
Financial Revenue and expense	Net operating revenue		741,703	1,520,242
	Gross profit		513,685	1,287,691
	Net profit		(270,309)	(4,692)
Profitability	Return of assets(%)		(5.21)	2.28
	Return of equity (%)		(24.01)	(0.36)
	Operating Income to Capital Stock to pre- tax income to capital(%)	Operating profit	(18.05)	19.88
		Income before tax	(44.70)	2.56
	Net profit margin(%)		(36.44)	(0.31)
	Earnings per share (dollar)		(2.45)	(0.04)

V.Status of R&D: Not applicable

VI. Summary of business plan for the current year

• (1) Annual business policy

  • 1.Affordable food, and changes the image of the existing guest rooms

  • Cultivate marketing talents and increase exposure

  • Expand the company's business and develop new customers.

  • 4.Expand the overseas revenues,and flexible allocation of funds to stabilize the financial structure of the company.

  • 。

  • 1. Changes mode of purchase, reduction of operation cost

• (2) Expected sales volume and data

In 2021, the tourism industry is affected by the epidemic, and although the international epidemic has not yet fully subsided, the government encourages domestic tourism. Therefore, in order to match the national tourism policy, to deeply understand and experience the local culture and cuisine, and to provide

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vitality and momentum to the national tourism market, the Company continues to face the uncertainty of the future epidemic with a strict epidemic prevention attitude, and to provide the best service to inbound tourists. As the epidemic develops, the Company will continue to adjust its future operations to diversify its sales and offer many benefits to travelers. With the epidemic under control in the U.S. and a high vaccination rate, the five hotels in the U.S. will gradually stabilize, contributing to the Company's room revenue and food and beverage revenue, and sales targets are expected to be met.

Translated with www.DeepL.com/Translator (free version)

• (3) Important sales strategy and future development strategy

• To establish a talent cultivation system and to improve the quality of service.

• In response to the continuous increasing international customers, the quality of catering services is to be raised to attract consumer groups, so as to increase the income sources of the company.

• Upgrade the existing rooms with advanced facilities and services, and expand business clients.

• Use on-line marketing to enhance advertising efficiency.

• (4) Influenced by external competitive environment, regulations,overall business environment and COVID-19.

Considering the tourism market in 2020 , it is expected that the overall tourism industry will be very tough. The company upholds the principle of pragmatic stability and continuously adjust the business policy to respond to future market demand.

Chairperson of the Board: Chen Hai-ni Manager: Chen Hai-ni Accounting Director: Yu Su-ling

• VII . The Audit Committee shall check the Company's 2020 annual financial statement and report, please kindly verify.

Note: the 2020 financial statement of the Company is reviewed and concluded by the Audit Committee, and the audit report is issued. Please refer to Page 80 of this manual

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Chapter 2. Company Profile

I . Registration Date of Incorporation: July 29, 1959

Company License Number: Business Administration NO.75560601 II . Business Activities:

1. International tourist hotel rooms rental with Chinese and Western restaurants, nightclubs and swimming pools.

2. General import and export business (except licensing business).

3. Except for permitted business, the company may engage in business not prohibited or restricted by law

III . Company History ：

In 1956, the First President, Chiang Kai-Shek, called on overseas Chinese to return home to invest in tourism. Mr. Chih-Chin Chen, the former Chairman of the Board of the company, first responded and returned from Thailand. Together with Mr. Chih-Pei Chen, the current founder of the Company, they found a land with more than 1,500 Pings at No. 279, Liuhe 2nd Rd., Qianjin Dist., Kaohsiung City, and built the first overseas Chinese funded tourist hotel.

The construction began in January 1957. The first phase of the project was completed in two and a half years. There were 34 guest rooms, one Chinese and one western restaurant, as well as a bar. It opened its business on January 9, 1959, providing services, cooperating with the development of export processing zones, increasing the nation's foreign exchange earnings and international diplomacy. The Company was listed in 1965.

In 1967, the company began the second phase of the expansion to combine with the overall economic prosperity of the country, from 34 rooms to 120 rooms, completed in 1969 and reopened. In 1973, the Company joined the world's largest hotel chain, the American Holiday Inn, becoming a veritable international tourist hotel. Due to the rapid development of national economy, the increasingly developed international transportation and the real peace between countries and between people through tourism, the Company not only made full use of the performance of smokestack-free factory, but also developed the substantial national diplomacy.

The third phase of the expansion began in 1976 and was completed

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in the early summer of 1979. It now has 269 guest rooms and 210 guest rooms, a conference hall and opened on June 30, 1979. It is now a very famous tourist hotel. The Ritz nightclub officially opened in February 1981, which is the first international sightseeing hotel with night club in southern Taiwan. Our Company was renovated again in 1992, and it was completed and restarted in April 1995 after three years. With Jiangsu and Zhejiang Cuisine, Cantonese cuisine, American restaurants, Ritz night club and bars and other catering facilities, and the health club established in October 1997, it was completed and put into operation in April 1998. In view of the increasing attention paid by tourists to fitness recently, the health club was formally established in March 1998 with the addition of fitness equipment in the basement gym and the establishment of three sauna facilities in conjunction with the swimming pool equipment. The health club was officially established in March 1998 and began to operate. After the transformation of the catering market, the marketability of western restaurants has gradually declined. In 2003, Mr. Hai-Ni Chen took over as the Chairman of the Board. In order to meet the market demand of young people, he changed the western restaurant into a tea restaurant, which is operated in the form of catering to the consumption demand of young people. Also, in 2004, the furniture and equipment of guest rooms were gradually upgraded due to the market demand. In 2007, we renovate the external hall, dining hall, and housekeeping works. In 2012, we renovated and decorated more than 200 restaurants and guest rooms to reach the standard of international tourist hotels. In 2013, the land use zoning of the company was changed from government land to commercial land.

In 1997, the Company invested in the first Hotel, Clementine Hotel & Suites Anaheim, in California, with 200 rooms. In 2015, we invested in Towneplace Suites in Silicon Valley, California, with 125 rooms, and the Embassy Suites hotel with 156 rooms in Magic Mountain, California. In 2016, we invested in Holiday Inn Express Walnut Creek hotel in East Bay, California, with 164 rooms and 100% operation rights 。 In 2019,the company was investing hotel Hyatt Place Emeryvile which is located at San Francisco Bay Area, California and included 175 rooms,the company also owned 100 percent of management right.

In September 2020, Holiday Inn's mascot "Leo " was used to design the

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brand. By conveying the spirit of fun and good food, the brand offers a wide range of dining options such as classic and famous Hong Kongstyle boiled rice, a variety of Hong Kong-style steamed dim sum, Hong Kong-style toast and nostalgic Hong Kong-style beverages, providing an enjoyable dining experience and driving sales for Holiday Inn Garden.

Translated with www.DeepL.com/Translator (free version)

The capital stock of the company was established and registered in July 1959 with: NT$ 8,000,000 Paid-in Capital NT$ 4,000,000 From Jan 1960 Cash Capital Incr ease with: NT$ 4,000,000 Paid-in Capital NT$ 8,000,000 From Jul 1964 Cash Capital Incr ease with: NT$32,000,000 Paid-in Capital: NT$40,000,000

In February 1965, the stock listing was approved by the Securities and Exchange Commission of the Ministry of Finance.Since 1982, after many capital surplus transfers and capital cash increases, the current registered capital is NT$ 1,500,000,000.

The paid-in capital is NT$ 1,104,855,380

• IV.The most recent year and up to the date of the publication of the annual report, the company's merger and acquisition, reinvestment of affiliate enterprises, and reorganization: None.

• V.The most recent year and up to the date of the publication of the annual report, substantial transfer or replacement of the shares of directors, supervisors or major shareholders holding more than 10% of the shares: None.

• VI. The most recent year and up to the date of the publication of the annual report, changes in the management right, major changes in the mode of operation or business content, and other important matters sufficient to affect shareholders' equity and their impact on the company: None

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Chapter 3. Corporate Governance Report

I . Organization System

（1） Organizational Structure of the Company

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（2） Businesses of Major Departments

Departments	Main Duties
General Manager's Office	- Overall management of the company's operations, and audit work, management of all business, the implementation of the executive level resolution. - To formulate the company's business objectives and development plans, and to formulate the overall business objectives and strategies. - To formulate long-term and short-term business development plans and research and development of new business investment.
Financial Management	- Preparation and implementation of the company's operating budget, and planning of fund utilization and scheduling.
Stock Affairs Section	- To manage the company's stock affairs and shareholder services.
Marketing Planning Department	- To integrate the planning of marketing business, the contact and development of public relations business. - Integrated advertising planning and marketing. - Marketing expansion, exhibition, conference and development of
Procurement Section	- To formulate the procurement management system and procedures, supervise the planning and implementation of procurement business. - Unified procurement matters of the whole company, and procurement information collection.
Information Management Office	- Corporate information development, use order strategy formulation and implementation and information security. - To provide the information and intelligence required at all levels of management. - To introduce the most suitable information solutions in line with the company's development strategy.
Accounting Section	- To manage company’s cost control, financial and tax declaration, and application for investment deduction. - Various tax payment and declaration matters, accounting and statement summaryand trackinganalysis matters.
Human Resources Department	- To supervise and manage the planning and implementation of the company's personnel business, as well as the analysis and assessment of related matters. - The company's personnel, deployment, education and training, labor
Public Works Section	- Matters relating to the management of repair projects, operation and maintenance of water, electricity, air conditioning and mechanical equipment.
Business Management Department	~~Fi~~ ~~f~~ ~~i~~ ~~i~~ - Business planning and management, promotion activities and management of external business contracts.

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General Affairs Section	- To formulate occupational accident prevention plans and guide relevant departments to implement them. - To plan and supervise the labor safety and health management and implement the labor safety and health education and training. - To supervise the investigation and handling of occupational hazards and
Housekeeping Department	- Guest room sales promotion and guest reception and settlement. - Passenger transportation service, laundry service, room cleaning service. - To maintain hotel security and VIP security, and to manage and execute the security service in the hotel.
Catering Department	- Planning the marketing strategy of catering business, new menu development and menu review. - Restaurant service and kitchen management. - Customer complaint handling and customer demand investigation and analysis.

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II . Information of Director, Supervisor, and Manager

（1） Information of Directors and Supervisors

(1) Information of Directors and Supervisors

																	April 18, 2020	April 18, 2020	April 18, 2020	April 18, 2020
Job Title	Nationa lity or Domicil e	Name	Gender	Elected (Appointed) Date	Term of Offic e	Date of Initial Electe d Date	Shares Held When Elected		Current Shares Held		Current Shares Held by Spouses and Minor Children		Holding Shares In the Name of Another Person		Main Experienc e & Education	Currently Serve Concurren t Posts in the Company and Other Companie s	Other Heads, Directors, or Supervisors with a Spouse or Second Degree of Kinship			Note
							Shares	Sharehol ding Ratios	Shares	Sharehol ding Ratio	Shares	Shareh olding Ratio	Shares	Sharehol ding Ratio			Title	Name	Relati onshi p
Chairman of the Board:	Republic of China	Ying Chuan International Enterprise CO LTD		2019.06.19	3 Years	1965	19,840,164	19.39%	21,427,377	19.39%	None	None	0	0
Legal (Judicial) Person Representati ve	Republic of China	Hai-Ni Chen	Male	2019.06.19	3 Years	1965	3,006,013	2.94%	3,151,505	2.85%	568,064	0.51%	0	0	Tamkang University	Chairman of the Board of the Company	Directo r Directo r	Su-Hui Lin Shih-Yi Chen	Spous e Father /Daug hter	Note
Director	Republic of China	Ying Chuan International Enterprise CO LTD		2019.06.19	3 Years	1965	19,840,164	19.39%	21,427,377	19.39%	None	None	0	0
Legal (Judicial) Person Representati ve	Republic of China	Su-Hui Lin	Female	2019.06.19	3 Years	1965	645,430	0.63%	568,064	0.51%	3,006,013	2.94%	0	0	Tamkang University	Vice manager of the company	Chairm an of the Board Directo r	Hai-Ni Chen Shih-Yi Chen	Spous e Father /Daug hter	Note
Director	Republic of China	Ying Chuan International Enterprise CO LTD		2019.06.19	3 Years	1965	19,840,164	19.39%	21,427,377	19.39%	None	None	0	0
Legal (Judicial) Person Representati ve	Republic of China	Shih-Yi Chen	Female	2019.06.19	3 Years	1965	226,163	0.22%	502,256	0.45%	None	None	0	0	Carnegie Mellon University	Vice President of The Goldman Sachs Group, Inc. Tokyo/Japa n	Chairm an of the Board Directo r	Hai-Ni Chen Su-Hui Lin	Father /Daug hter Mothe r/Dau ghter	Note

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Job Title	Nationa lity or Domicil e	Name	Gender	Elected (Appointed) Date	Term of Offic e	Date of Initial Electe d Date	Shares Held When Elected	Shares Held When Elected	Current Shares Held	Current Shares Held	Current Shares Held by Spouses and Minor Children	Current Shares Held by Spouses and Minor Children	Holding Shares In the Name of Another Person	Holding Shares In the Name of Another Person	Main Experienc e & Education	Currently Serve Concurren t Posts in the Company and Other Companie s	Other Heads, Directors, or Supervisors with a Spouse or Second Degree of Kinship	Other Heads, Directors, or Supervisors with a Spouse or Second Degree of Kinship	Other Heads, Directors, or Supervisors with a Spouse or Second Degree of Kinship	Note
							Shares	Sharehol ding Ratios	Shares	Sharehol ding Ratio	Shares	Shareh olding Ratio	Shares	Sharehol ding Ratio			Title	Name	Relati onshi p
Director	Republic of China	Pao-Shang Li	Male	2019.06.19	3 Years	2017	79,602	0.08%	85,970	0.08%	None	None	0	0	National Pei-Kang Agricultur al &Industria l Vovational High School	Chairman of Chang- Feng driving class center	None	None	None	None
Independent Director	Republic of China	Te-Chu Li	Female	2019.06.19	3 Years	2017	0	0%	0	0%	None	None	0	0	Providence University Accountin g Departmen t Bachelor	Person in charge of Liang-Te Accountanc y firms	None	None	None	None
Independent Director	Republic of China	Ching-Lin Li	Male	2019.06.19	3 Years	2019	0	0%	0	0%	None	None	0	0	Tunghai University Accountin g Departmen t Bachelor	Accountant of Crowe(TW) CPAs	None	None	None	None
Independent Director	Republic of China	Kuo-Ying Lu	Male	2019.06.19	3 Years	2019	14,765	0.01%	15,946	0.01%	1,680	0.002%	0	0	Y-Sun Senior High School	Consultant of Facetarget	None	None	None	None
																Biomedical
																Co.,Ltd

Note: The company's chairman and general manager or equivalent (the top manager) are the same person, are relatives of each other's spouse or first relative, and should explain the reasons, rationality, necessity and corresponding measures (such as increasing the number of independent director s, And there should be more than half of the directors who are not part -time employees or managers, etc.) related information.

The company's chairman and general manager serve to improve operational efficiency and decision -making execution, but in order to strengthen the independe nce of the board of directors and implement corporate governance, the company has actively trained suitable candidates; in addition, the chairman also usually communicates closely with the directors to the company Operational status and planning guidelines to implement corporate governance. In the future, the company also plans to increase the number of independent directors to enhance the functions of the board of directors and strengthen the supervision function.

At present, the company has the following specific measures:

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1. The current three independent directors have expertise in professional fields and can effectively play their supervisory f unctions.

2. Arrange directors to participate in professional director courses of the external organizations such as the China Securities Regulatory Commission on an annual basis for continuous training to improve directors' operating efficiency.

3. Independent directors can fully discuss and make recommendations for the board of directors in the functional commi ttees to implement corporate governance.

4. More than half of the board members are not part -time employees or managers.

(3) Substantial Shareholders of Judicial Shareholders

	April 18,2020	April 18,2020
	Name of Judicial Person Shareholders	Substantial Shareholders of Judicial Shareholders
	Ying Chuan International Enterprise CO LTD	Hai-Ni Chen

(4) The Substantial Shareholders of the Substantial Shareholders of Judicial Person Shareholders: None

(5) Information of Directors and Supervisors April 18, 2020

Conditions Name	Does the individual have more than 5 years of work experience and the following professional qualifications?	Does the individual have more than 5 years of work experience and the following professional qualifications?	Does the individual have more than 5 years of work experience and the following professional qualifications?				Conformity	Conformity	to Independence (Note 1)	to Independence (Note 1)	to Independence (Note 1)	to Independence (Note 1)				Number of Other public owned corporationsin which the Company concurrently serves as an independent director.
	Lecturer or above in business, legal finance, accounting or corporate business in public or private tertiaryinstitutions.	Judges, prosecutors,lawyers, accountantsor other profession and technicians whohave passed national examinationsand obtai certificates necessaryfor the business ofthe company.	a n Experience in business, legal, finance, accounting or corporate business.	1	2	3	4	5	6	7	8	9	10	11	12
Director Representative of Ying Chuan International Enterprise CO LTD: Hai-Ni Chen																0
Director Representative of Ying Chuan International Enterprise CO LTD: Su-Hui Lin																0

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Conditions Name	Does the individual have more than 5 years of work experience and the following professional qualifications?	Does the individual have more than 5 years of work experience and the following professional qualifications?	Does the individual have more than 5 years of work experience and the following professional qualifications?				Conformity	Conformity	to Independence (Note 1)	to Independence (Note 1)	to Independence (Note 1)	to Independence (Note 1)				Number of Other public owned corporationsin which the Company concurrently serves as an independent director.
	Lecturer or above in business, legal finance, accounting or corporate business in public or private tertiaryinstitutions.	Judges, prosecutors,lawyers, accountantsor other profession and technicians whohave passed national examinationsand obtai certificates necessaryfor the business ofthe company.	a n Experience in business, legal, finance, accounting or corporate business.	1	2	3	4	5	6	7	8	9	10	11	12
Director Representative of Ying Chuan International Enterprise CO LTD: Shih-Yi Chen																0
Director: Pao-ShangLi																0
Independent Director:Te-Chu Li																0
Independent Director:Ching-Lin Li																0
Independent Director:Kuo-Ying Lu																0

• Note 1: For each Director or Supervisor who meets the conditions for two years prior to being elected and during his/her term of office, please “  ” the box below the corresponding condition(s).

• (1) Employees of non-company or affiliated companies.

• (2) Directors and supervisors of non-company or related companies (but if the company and its parent company, subsidiary or subsidiary of the same parent company are independent directors established by this law or local state laws and regulations, they are not limited)

• (3) Non-self and his spouse, minor children or natural person shareholders who hold more than 1% of the company's total issued shares in the name of others or the top ten shareholders

• (4) Not a manager listed in (1) or a spouse, relative within the second parent, or direct blood relative within the third parent, etc. of the manager listed in (1) or (2), (3)

• (5) Legal person shareholders, directors or supervisors who do not directly hold more than 5% of the company's total issued shares, hold the top five shares, or appoint representatives as company directors or supervisors in accordance with Article 27, paragraph 1 or 2, of the Company Law Employ (but if the independent directors established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations concurrently serve each other, are not subject to this limit).

• (6) More than half of the shares that are not on the board of directors of the company or have voting rights are the directors, supervisors or employees of other companies controlled by the same person (but if it is the company or its parent company, subsidiary or subsidiary of the same parent company (The independent directors established by the law or local national laws and regulations shall not be limited to this.)

• (7) Directors (directors), supervisors (supervisors) or employees of other companies or institutions that are not the same person or spouse with the company's chairman, general manager or equivalent, but if the company and its parent company, subsidiary (If the independent directors established by subsidiaries of the same parent company in accordance with this law or local national laws serve concurrently, they are not limited to this).

• (8) Directors (directors), supervisors (supervisors), managers or shareholders holding more than 5% of a specific company or organization that does not have financial or business dealings with the company (but if a specific company or organization holds 20% of the company's total issued shares The above does not exceed 50%, and the independent directors

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• established by the company and its parent company, subsidiary company or subsidiary of the same parent company in accordance with this law or local national laws and regulations concurrently serve each other, not subject to this limit).

• (9) Professionals, proprietors, sole proprietorships, partnerships, companies or institutions that do not provide audits for companies or related companies, or business, legal, financial, accounting and other related services that have not received NT $ 500,000 in the past two years Partners, directors (directors), supervisors (supervisors), managers and their spouses. However, members of the Salary and Compensation Committee, Public Acquisition Review Committee, or M & A Special Committee that perform their duties in accordance with the relevant laws and regulations of the Securities Exchange Act or the Corporate M & A Act are not limited to this.

• (10) There is no kinship relationship with other directors within the scope of spouse or second parent.

• (11) There is no one of the circumstances in Article 30 of the Company Law.

• (12) There is no Article 27 of the Company Law which stipulates that the government, legal person or its representative shall be elected

（2） Information on the General Managers, Deputy General Managers, Assistant Managers, and Heads of Department

April 18, 2020

													April 18,2020	April 18,2020	April 18,2020
Nationalit y	Job Title	Gender	Name	Elected (Appointed) Date	Shares Held		Shares Held by Spouses and Minor Children		Shares Held in the Name of Other Persons		Main Experience & Education	Currently Serve Concurrent Posts in Other Companies	Managers with a Spouse or Second Degree of Kinship			Note
					Shares	Shareholdin g Ratios	Shares	Sharehold ing Ratios	Shares	Shareh olding Ratio			Job Title	Name	Relationship
Republic of China	Chairman of the Board/General Manager	Male	Hai-Ni Chen	2016.07.14	3,151,505	2.85%	568,064	0.51%	0	0	Chairman of the Board, Holiday Garden Hotel	None	Deputy General Manager	Shu-Hui Lin	Husband/Wi fe	Note
Republic of China	Deputy General Manager	Female	Shu-Hui Lin	2003.07.01	568,064	0.51%	3,151,505	2.85%	0	0	Deputy General Manager, Holiday Garden Hotel	None	Chairman of the Board	Hai-Ni Chen	Husband/Wi fe	Note

• Note: The company's chairman and general manager or equivalent (the top manager) are the same person, are relatives of each o ther's spouse or first relative, and should explain the reasons, rationality, necessity and corresponding measures (such as increas ing the number of independent directors, And there should be more than half of the directors who are not part -time employees or managers, etc.) related information.

The company's chairman and general manager serve to improve operational efficiency and deci sion-making execution, but in order to strengthen the independence of the board of directors and implement corporate governance, the company has actively trained suitable candidates; in addition, the chairman also usually communicates closely with the dire ctors to the company Operational status and planning guidelines to implement corporate governance. In the future, the company also pla ns to increase the number of independent directors to enhance the functions of the board of directors and strengthen the s upervision function.

At present, the company has the following specific measures:

1. The current three independent directors have expertise in professional fields and can effectively play their supervisory f unctions.

2. Arrange directors to participate in professional director courses of the external organizations such as the China Securities Regulatory Commission on an annual b asis for continuous training to improve directors' operating efficiency.

3. Independent directors can fully discuss and make recomm endations for the board of directors in the functional committees to implement corporate governance.

4. More than half of the board members are not part -time employees or managers.

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（3） Remuneration of Directors, Supervisors, General Manager and Deputy General Managers

(1) Remuneration of Directors (including Independent Directors)

December 31, 2020 Unit: NT$ 1,000

Title	Name (Note 1)	Remuneration of Directors	Remuneration of Directors	Remuneration of Directors	Remuneration of Directors	Remuneration of Directors	Remuneration of Directors	Remuneration of Directors	Remuneration of Directors	A, B, C and D Percentage of Total Net Profit After Tax % (Note 10)	A, B, C and D Percentage of Total Net Profit After Tax % (Note 10)	Remuneration Paid to Concurrent Employees	Remuneration Paid to Concurrent Employees	Remuneration Paid to Concurrent Employees	Remuneration Paid to Concurrent Employees	Remuneration Paid to Concurrent Employees	Remuneration Paid to Concurrent Employees	Remuneration Paid to Concurrent Employees	Remuneration Paid to Concurrent Employees	Total Amount of A, B, C, D, E and G Percentage of Net Profit After Tax % (Note 10)	Total Amount of A, B, C, D, E and G Percentage of Net Profit After Tax % (Note 10)	Compensa tion Paid to Directors from an Invested Company Other than the Company’ s Subsidiary (Note 11)
		Remuneration (A) (Note 2)		Retirement Allowance (B)		Earnings Distribution Remuneration (C) (Note 3)		Business Allowances (D) (Note 4)				Salary and Bonus And Special Expenses, etc. (E) (Note 5)		Retirement Allowance (F)		Earnings Distribution Employee Bonus (G) (Note 6)
		The Company	Companie s in the Consolida ted Financial Statement s (Note 7)	The Company	Compani es in the Consolida ted Financial Statement s (Note 7)	The Company	Companies in the Consolidate d Financial Statements (Note 7)	The Company	Companies in the Consolidate d Financial Statements (Note 7)	The Company	Compani es in the Consolida ted Financial Statement s (Note 7)	The Company	Compani es in the Consolida ted Financial Statement s (Note 7)	The Company	Compani es in the Consolida ted Financial Statement s (Note 7)	The Company		Companies in the Consolidated Financial Statements (Note 7)		The Company	Companies in the Consolidate d Financial Statements (Note 7)
																The Compa ny	Stock Bonus Amount	The Com pany	Stock Bonus Amount
Director	Hai-Ni Chen	0	0	0	0	0	0	120	120	(0.04)	(0.04)	1,220	8,055	0	0	0	0	0	0	(0.50)	(3.02)	None
Director	Shih-Yi Chen	0	0	0	0	0	0	120	120	(0.04)	(0.04)	0	0	0	0	0	0	0	0	(0.04)	(0.04)	None
Independent Director:	Te-Chu Li	0	0	0	0	0	0	120	120	(0.04)	(0.04)	0	0	0	0	0	0	0	0	(0.04)	(0.04)	None
Director	Pao-Shang Li	0	0	0	0	0	0	120	120	(0.04)	(0.04)	0	0	0	0	0	0	0	0	(0.04)	(0.04)	None
Director	Su-Hui Lin	0	0	0	0	0	0	120	120	(0.04)	(0.04)	732	732	0	0	0	0	0	0	(0.32)	(0.32)	None
Independent Director:	Kuo-Ying Lu	0	0	0	0	0	0	120	120	(0.04)	(0.04)	0	0	0	0	0	0	0	0	(0.04)	(0.04)	None
Independent Director:	Ching-Lin Li	0	0	0	0	0	0	120	120	(0.04)	(0.04)	0	0	0	0	0	0	0	0	(0.04)	(0.04)	None
1. Please describe the policy, system, standards and structure of independent directors ’remuneration payment, and describe the relevance to the amount of remuneration according to the responsibilities, risks, time invested and other factors: Directors mainly include remuneration, remuneration distribution and various items The attendance at the meeting is the carriage fee supported. During the tenure of the directors, monthly carriage fees can be paid. The directors ’remuneration authorizes the board of directors to agree on the degree of participation in the company ’s operations and the value of their contributions, and to negotiate with the normal level of the industry. The company distributes directors' remuneration at a profit of no more than 1% in the current year. 2. In addition to the disclosure in the above table, the directors of the company in the most recent year received remuneration for providing services to all companies in the financial report (such as serving as consultants for non-employees): none

Note 1: The names of directors should be listed sepa rately (legal shareholders should separately list the names and representatives of legal shareholders), and the general directors and independent directors should be listed separately, and the amount of each payment should be disclosed in a summ ary manner.

Note 2: Refers to the remuneration of directors in the most recent year (including directors' salaries, job bonuses, severanc e payments, various bonuses, incentives, etc.).

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• Note 3: The amount of directors' remuneration distributed by the board of director s in the most recent year is shown.

• Note 4: Refers to the directors' relevant business execution costs in the most recent year (including carriage fees, special expenses, various allowances, dormitory, car allocation and other physical provision, etc.). Wh en providing expenditures for houses, cars and other transportation or exclusive individuals, the nature and cost of the assets provided, actual or fair market rents, fuel and other payments should be disclosed. In addition, if there is a dri ver, please note that the company pays the relevant remuneration for the driver, but it is not included in the remuneration.

• Note 5: Refers to the recent annual director concurrent employees (including concurrently general manager, deputy general man ager, other managers and employees) received including salary, job bonus, severance payment, various bonuses, incentives, vehicle fees, special expenses, various Subsidie s, dormitories, car allocation, etc. are provided in kind. When providing expenditures for houses, cars an d other transportation or exclusive individuals, the nature and cost of the assets provided, actual or fair market rents, fuel and other payments should be disclosed. In addition, if there is a driver, please note that the compa ny pays the relevant remuneration for the driver, but it is not included in the remuneration. In addition, the salary expenses recognized in accordance with IFRS 2 “Sh are-based Payments”, including obtaining employee stock option certificates, restricting employee rights and new shar es, and participating in capital increase subscription shares, shall also be included in the remuneration.

• Note 6: Refers to the employees who have served concurrently as directors (including general managers, deputy general manager s, other managers and employees) in the most recent year and received employee compensation (including stocks and cash). Those who cannot be estimated will calculate the proposed distribution amount for this year according to the proportion of the actual distribution amount last year, and should also fill in the third table of the attached schedule.

• Note 7: The total remuneration paid to the directors of the company by all companies (including the company) in the consolida ted report should be disclosed. Note 8: The company pays each director a total amount of remuneration, and the name of the director is disclosed in the attribution level.

• Note 9: All companies (including the company) in the consolidated report should be disclosed the total amount of remuneration paid to each director of the company, and the name of the director should be disclosed in the attribution level.

• Note 10: After-tax net profit refers to the net profit after tax in individual or individual financial reports in the most recent year.

• Note 11: a. This column should clearly indicate the amount of remuneration received by the company ’s directors from a reinvestment business outside the subsidiary or the parent company (if not, please fill in “none”).

• b. If the directors of the company receive relevant remunera tion from a subsidiary's reinvestment business or parent company, the remuneration received by the company's directors from the subsidiary's reinvestment business or parent company should be included in column I of the remun eration scale, And change the fi eld name to "parent company and all reinvestment businesses".

• c. Remuneration refers to the remuneration, remuneration (including the remuneration of employees, directors and supervisors) and business execution costs received by the directors of the compan y as directors, supervisors or managers of non -subsidiary investment companies o r parent companies. remuneration.

• ＊ The content of the remuneration disclosed in this table is different from the income concept of the income tax law, so the pu rpose of this table is for information disclosure, not for tax purposes.

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(2) Remuneration of General Manager and Deputy General Manager

December 31, 2020 Unit: NT$ 1,000

Title	Name (Note 1)	Salary (A) (Note 2)	Salary (A) (Note 2)	Retirement Allowance (B)	Retirement Allowance (B)	Bonuses and Special Expenses (C) (Note 3)	Bonuses and Special Expenses (C) (Note 3)	Remuneration of Employee (Note 4)	Remuneration of Employee (Note 4)	Remuneration of Employee (Note 4)	Remuneration of Employee (Note 4)	Percentage of Total Net Profit After Tax of A, B, C,and D(%) (Note 7)	Percentage of Total Net Profit After Tax of A, B, C,and D(%) (Note 7)	Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiary (Note 8)
		The Company	Companies in the Consolidate d Financial Statements (Note 6)	The Company	Companies in the Consolidate d Financial Statements (Note 6)	The Company	Companies in the Consolidate d Financial Statements (Note 6)	The Company		Companies in the Consolidated Financial Statements (Note 5)		The Company	Companies in the Consolidate d Financial Statements (Note 6)
								Cash Bonus Amount	Stock Bonus Amount	Cash Bonus Amount	Stock Bonus Amount
Chairman of the Board/General Manager	Hai-Ni Chen	1,200	8,035	0	0	20	20	0	0	0	0	(0.45)	(2.98)	None
Deputy General Manager	Shu-Hui Lin	720	720	0	0	12	12	0	0	0	0	(0.27)	(0.27)	None

Note 1: Names of the General Manager and Deputy General Manager shall be listed separately and the amount of remuneration paid to them shall be disclosed collectively. If a Director concurrently serve as a General Manager or Deputy General Manager, he/she should fill this form and the (1-1) or (1-2) above.

Note 2: It is the latest annual salary and salary of the general manager and deputy general manager.

• Note 3: It is the latest annual general manager and deputy general manager's various bonuses, incentives, carriage fees, special expenses, various allowances, dormitory, car allocation and other physical provision and other remuneration amounts. When providing expenditures on houses, cars and other transportation or exclusive individuals, the nature and cost of the assets provided, actual or fair market rents, fuel and other payments should be disclosed. In addition, if there is a driver, please note that the company pays the relevant remuneration for the driver, but it is not included in the remuneration. In addition, the salary expenses recognized in accordance with IFRS 2 "Share-based Payment", including obtaining employee stock option certificates, restricting employee rights new shares and participating in cash capital increase subscription shares, should also be included in the remuneration.

Note 4: It is to fill in the employee compensation amount (including stocks and cash) of the general manager and deputy general manager approved by the board of directors in the most recent year. Fill in Schedule I ter. Note 5: The total remuneration paid by all companies (including the company) to the general manager and deputy general manager of the company in the consolidated report should be disclosed. Note 6: The Company pays each general manager and deputy general manager various remunerations, and the names of the general manager and deputy general manager are disclosed in the attribution level. Note 7: All companies (including the company) in the consolidated report should be disclosed the total remuneration of each general manager and deputy general manager of the company, and the names of the general manager and deputy general manager should be disclosed in the attribution level.

Note 8: After-tax net profit refers to the net profit after tax in individual or individual financial reports in the most recent year.

• Note 9: a. This column should clearly list the amount of remuneration received by the general manager and deputy general manager of the company from a subsidiary outside the company or the parent company.

• b. If the general manager and deputy general manager of the company receive remuneration from a subsidiary outside the subsidiary or the parent company, they should transfer the general manager and deputy general manager outside the subsidiary to the subsidiary or the parent companyThe remuneration received will be included in column E of the remuneration grade distance table, and the name of the column will be changed to "Parent company and all reinvestment businesses".

• c. Remuneration refers to the remuneration and remuneration (including the remuneration of employees, directors and supervisors) received by the general manager and deputy general manager of the company as directors, supervisors or managers of non-subsidiary companies or parent companies. Remuneration such as business execution costs.

• ＊ The content of the remuneration disclosed in this table is different from the income concept of the income tax law, so the purpose of this table is for information disclosure, not for tax purposes.

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(3)Top five highest remuneration of supervisor of listed and over-the-counter company

December 31, 2020 Unit: NT$ 1,000

Title	Name (Note 1)	Salary (A) (Note 2)	Salary (A) (Note 2)	Retirement	Allowance (B)	Bonuses and Special Expenses (C) (Note 3)	Bonuses and Special Expenses (C) (Note 3)	Remuneration of Employee (Note 4)	Remuneration of Employee (Note 4)	Remuneration of Employee (Note 4)	Remuneration of Employee (Note 4)	Percentage of Total Net Profit After Tax of A, B, C, and D (%) (Note 7)	Percentage of Total Net Profit After Tax of A, B, C, and D (%) (Note 7)	Compensation Paid to Directors from an Invested Company Other than the Company’s Subsidiary (Note 8)
		The Company	Companies in the Consolidated Financial Statements (Note 6)	The Company	Companies in the Consolidated Financial Statements (Note 6)	The Company	Companies in the Consolidated Financial Statements (Note 6)	The Company		Companies in the Consolidated Financial Statements(Note 5)		The Company	Companies in the Consolidated Financial Statements (Note 6)
								Cash Bonus Amount	Stock Bonus Amount	Cash Bonus Amount	Stock Bonus Amount
Chairman of the Board/General Manager	Hai-Ni Chen	1,200	8,035	0	0	20	20	0	0	0	0	(0.45)	(2.98)	None
Deputy General Manager	Shu-Hui Lin	720	720	0	0	12	12	0	0	0	0	(0.27)	(0.27)	None

Note 1: The so-called "top five top remuneration executives", which refers to the company's managers, to the identification standards of the relevant managers, based on the former Taiwan Securities Certificate on March 27, 1992 Circular No. 0920001301 stipulates that "ManagerThe application scope of "people" is handled. As for the calculation and determination principle of "the top five highest remuneration", the company manager receives the salaries, retirement pensions, bonuses and special expenses from all companies in the consolidated financial report, and the total amount of employee compensation (alsoThat is, A + B + C + D four totals), and after the ranking, the top five remunerations are recognized. If the director concurrently serves as the former supervisor, this table and the above table (1-1) should be filled out.

Note 2: It is to fill in the salary, post bonus and severance payment of the top five remuneration supervisors in the most recent year.

Note 3: It is to fill in the various types of bonuses, incentives, carriage fees, special expenses, various allowances, dormitory, car allocation and other physical provision and other remuneration amounts of the top five remuneration supervisors in the most recent year. When providing expenditures for houses, cars and other transportation or exclusive individuals, the nature and cost of the assets provided, actual or fair market rents, fuel and other payments should be disclosed. In addition, if there is a driver, please note that the company pays the relevant remuneration for the driver, but it is not included in the remuneration. In addition, the salary expenses recognized under IFRS 2 “Share-based Payments”, including obtaining employee stock option certificates, restricting employee rights new shares and participating in capital increase subscription shares, shall also be included in the remuneration.

Note 4: It is to fill in the employee compensation amount (including stock and cash) of the top five remuneration executives approved by the board of directors in the most recent year Fill in Schedule . Note 5: The total remuneration of the top five remuneration executives of the company paid by all companies (including the company) in the consolidated report should be disclosed. Note 6: After-tax net profit refers to the net profit after tax in individual or individual financial reports in the most recent year.

Note 7: a. This column should clearly list the top five remuneration executives of the company who receive remuneration from affiliated companies or parent companies (if no, please fill in "none").b. Remuneration refers to the remuneration, remuneration (including the remuneration of employees, directors and supervisors) received by the top five remuneration executives of the company as directors, supervisors or managers of non-subsidiary companies or parent companies Remuneration such as business execution costs.

＊ The content of the remuneration disclosed in this table is different from the income concept of the income tax law, so the purpose of this table is for information disclosure, not for tax purposes.

(4) Name of manager and circumstances of distribution of employee bonus: None

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• （4） Analysis of the proportion of the total remuneration paid to the directors,

supervisors, general manager and deputy general managers of the Company and the consolidated statements in the net profit after tax in the most recent two years, as well as policies, standards and portfolios for payment of

• remuneration, procedures for setting remuneration, relevance to business performance and future risks ：

Job Title	2020	2019
	The total amount of remuneration paid by the Company and the consolidated statements to the directors, general manager and deputy general managers of the company as a percentage of the net profit after tax.	The total amount of remuneration paid by the Company and the consolidated statements to the directors, supervisors, general manager and deputy general managers of the company as a percentage of the netprofit after tax.
Director	-0.27%	-15.35%
Supervisor	-	-2.56%
General Manager and Deputy General Manager	-3.25%	-131.86%

1. Policies, standards and combinations for payment of remuneration :

• (1) The remuneration of the directors and supervisors of the Company shall include the expenses for traveling and shall be distributed in accordance with Article 31 of the Articles of Association, and shall be paid no more than 1% of the profits of the current year 。

• (2) The remuneration and salary of the general manager and deputy general managers of the Company will be based on their professional experience and reference to the general standards of the same sector. In addition, bonuses will be issued according to their achievement rate, growth rate, risk and performance 。

• Procedures for setting remuneration:

• In December 2011, the board of directors of the Company approved the "Rules and Regulations for the Organization of the Remuneration Committee", a nd established the Remuneration Committee according to the organization rules to formulate the remuneration of directors, supervisors and managers.

The Remuneration Committee of the Company shall determine and regularly evaluate the remuneration of directors, supervisors and managers. The remuneration of directors, supervisors and managers shall be approved by the Board of Directors before implementation.

1. Relevance to business performance and future risk:

2. (1) The remuneration of the Board of Directors and the Board of Supervisors of the Company shall be paid in accordance with the earnings distribution plan approved by the Board of Shareholders and related to the company's business performance, and the Remuneration Committee shall assess the rationality of the association between the Board of Directors' performance and the company's business performance and future risks to determine their remuneration.

3. (2)The Remuneration Committee will assess the reasonableness of the association between managers' performance and the company's business performance and future risks to determine their remuneration.

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III 、 Operations of Corporate Governance

（1） Operations of the Board of Directors

As of the date of publication of the annual report, the Board of Directors has held 9 meetings in

the most recent year (year 2020), and the directors and supervisors were present as follows:

	Job Title	Name	Name	Name	Number of Actual Attendance B	Number of Actual Attendance B	Number of Proxy Attendance	Number of Proxy Attendance		Rate of Actual Attendance (%) [B/A]	Rate of Actual Attendance (%) [B/A]	Note	Note
	Chairman of the Board	Director Representative of Ying Chuan International：Hai-Ni Chen			9		－			100		On June 19, 2019, the directors of the shareholders' general meeting were re-elected
	Director	Director Representative of Ying Chuan International：Shu-Hui Lin			9		－			100		The directors of the shareholders' general meeting will take office after being elected on June 19, 2019
	Director	Director Representative of Ying Chuan International：Shih-Yi Chen			0		9			0		On June 19, 2019, the directors of the shareholders' general meeting were re-elected
	Director	Pao-Shang Li			9		－			100		On June 19, 2019, the directors of the shareholders' general meetingwere re-elected
	Independent Director	Te-Chu Li			9		－			100		On June 19, 2019, the directors of the shareholders' general meeting were re-elected
	Independent Director	Ching-Lin Li			9		－			100		The directors of the shareholders' general meeting will take office after being elected on June 19, 2019
	Independent Director	Kuo-Ying Lu			9		－			100		The directors of the shareholders' general meeting will take office after being elected on June 19,2019
	The attendance of independent directors of the board of directors in 2019:												2020 Round 7 V V
	Period Name		2020 Round 1	2020 Round 2		2020 Round 3		2020 Round 4		2020 Round 5	2020 Round 6		2020 Round 7
	Te-Chu Li		V	V		V		V		V	V		V
	Ching-Lin Li (Note)		V	V		V		V		V	V		V

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	Kuo-Ying Lu(Note)	V	V	V	V	V	V	V

（2） The Operation of the Audit Committee or the Involvement of the Supervisor in

the Operation of the Board of Directors

1. Operation of the Audit Committee ：

As of the date of publication of the annual report, the Board of Directors has held 9 meetings in the

- 23 -

most recent year (year 2020), and the supervisors were present as follows ：

	Job Title	Name	Name	Number of Actual Attendance(B)	Number of Actual Attendance(B)	Rate of Actual Attendance(%) (B/A)	Note	Note	Note
	Independent Director	Te-Chu Li		9		100	First Audit Committee set for June 19, 2019
	Independent Director	Ching-Lin Li		9		100
	Independent Director	Kuo-Ying Lu		9		100
	Other items that shall be recorded: 1.The operation of the Audit Committee shall state the date and period of the Board of Directors, the content of the motion, the result of the resolution of the Audit Committee and the Company's handling of the Audit Committee's opinion, if any of the following circumstances apply. (1)Items listed in Article 14-5 of the Securities and Exchange Act: Date/ Period Motion content Resolution result Independent director opinion The company's handling of independent directors' opinions 2020.03.19 2020 Round 5 Audit Committee Republic of China 2019 Q4 Consolidated Financial Statements After the chairman consulted the opinions of all the directors present, the proposal was passed without objection No objections or reservations Not applicable 2020.05.06 2020 Round 6 Audit Committee 1.Recognition of the replacement of certified public accountants. 2.Republic of China 2020 Q1 Consolidated Financial Statements After the chairman consulted the opinions of all the directors present, the proposal was passed without objection No objections or reservations Not applicable 2020.06.24 2020 Round 7 Audit Committee 1.Renewal of financial institution's contract at maturity. 2.U.S. inter-affiliate lending of funds. After the chairman consulted the opinions of all the directors present, the proposal was passed without objection No objections or reservations Not applicable 2020.08.07 2020 Round 8 Audit Committee 1.Republic of China 2020 Q2 Consolidated Financial Statements. 2.Revise the case of Regulations Governing Loaning of Funds and Making of Endorsements. 3.Establishment of Regulations Governing Establishment of Internal Control Systems.. 4.Financial statement preparation process managementpractices. After the chairman consulted the opinions of all the directors present, the proposal was passed without objection No objections or reservations Not applicable 2020.09.04 2020 Round 9 Audit Committee Proposed short-term loan of NT$1.2 billion from O-Bank After the chairman consulted the opinions of all the directors present, the proposal was passed without objection No objections or reservations Not applicable 2020.11.06 2020 Round 6 Audit Committee Republic of China 2020 Q3 Consolidated Financial Statements After the chairman consulted the opinions of all the directors present, the proposal was passed without objection No objections or reservations Not applicable
	Date/ Period		Motion content		Resolution result			Independent director opinion	The company's handling of independent directors' opinions
	2020.03.19 2020 Round 5 Audit Committee		Republic of China 2019 Q4 Consolidated Financial Statements		After the chairman consulted the opinions of all the directors present, the proposal was passed without objection			No objections or reservations	Not applicable
	2020.05.06 2020 Round 6 Audit Committee		1.Recognition of the replacement of certified public accountants. 2.Republic of China 2020 Q1 Consolidated Financial Statements		After the chairman consulted the opinions of all the directors present, the proposal was passed without objection			No objections or reservations	Not applicable
	2020.06.24 2020 Round 7 Audit Committee		1.Renewal of financial institution's contract at maturity. 2.U.S. inter-affiliate lending of funds.		After the chairman consulted the opinions of all the directors present, the proposal was passed without objection			No objections or reservations	Not applicable
	2020.08.07 2020 Round 8 Audit Committee		1.Republic of China 2020 Q2 Consolidated Financial Statements. 2.Revise the case of Regulations Governing Loaning of Funds and Making of Endorsements. 3.Establishment of Regulations Governing Establishment of Internal Control Systems.. 4.Financial statement preparation process managementpractices.		After the chairman consulted the opinions of all the directors present, the proposal was passed without objection			No objections or reservations	Not applicable
	2020.09.04 2020 Round 9 Audit Committee		Proposed short-term loan of NT$1.2 billion from O-Bank		After the chairman consulted the opinions of all the directors present, the proposal was passed without objection			No objections or reservations	Not applicable
	2020.11.06 2020 Round 6 Audit Committee		Republic of China 2020 Q3 Consolidated Financial Statements		After the chairman consulted the opinions of all the directors present, the proposal was passed without objection			No objections or reservations	Not applicable

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	2020.12.23 2019 Round 11 Audit Committee	2019 Audit Plan	After the chairman consulted the opinions of all the directors present, the proposal was passed without objection	No objections or reservations	Not applicable

- 25 -

（3） The operation of corporate governance and the reason of difference between it and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies.

Principles for TWSE & TPEx Listed Companies.
Evaluation Items	OperationStatus			The Reason of Difference Between It and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
I. Does the company establish and disclose a code of practice on corporate governance in accordance with the“Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies”?	V		The Company has adopted the "Corporate Governance Best Practice Principles" by the board of directors on December 5, 2016, in accordance with the "Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies" and disclosed it on the company website(www.hotelhg.com.tw/).	No difference.
2. Equity Structure and Stockholders' Equity of the Company (I) Does the company have internal procedures in place to handle shareholder suggestions, questions, disputes and lawsuits, and to follow those procedures? (II) Does the company have a list of the substantial shareholder and the final list of controllers of the substantial shareholder who actually control the company? (III) Does the company establish, implement risk management and firewall mechanisms with affiliated enterprises?	V V V		(I) The Company has spokespersons and acting spokespersons to deal with shareholders' suggestions, questions, disputes and lawsuits (II) The Company, in accordance with the relevant laws and regulations, regularly declares to the Market Observation Post System any changes in the equity held by insiders (directors, supervisors, managers and shareholders holding 10% of the total shares) (III) The financial and accounting operations of the affiliated enterprises are operated independently and are under the control and audit of the parent company.	No difference. No difference. No difference.

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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	The Reason of Difference Between It and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
(IV) Does the company have internal rules that prohibit insiders from trading marketable securities using market information that is not publicly available?	V		(IV) The Company has formulated“Guidelines Governing Internal Major Information”that prohibit insiders from trading marketable securities using market information that is not publiclyavailable.	No difference.
3. Composition and Responsibilities of the Board of Directors (I) Does the Board of Directors formulate and implement a diversification strategy for its membership? (II) Besides the salary and remuneration committee and audit committee, does the company voluntarily set up other functional committees? (III) Does the company formulated the board's performance appraisal methods and methods, and regularly conduct annual performance appraisals, and report the results of the performance assessment to the board of directors, and apply them to individual directors' salaryand nomination	V V	V	(I) The Company has adopted a board diversity policy in the“Corporate Governance Best Practice Principles”(Note1)。 (II) The company has set up a salary and compensation committee, and an audit committee after the general shareholders' general election in 2019. In the future, the company will establish other functional committees according to business needs. (III) The Company will conduct regular performance evaluation for the attendance rate of directors every year,and the Board of Directors has agreed on the performance evaluation method on March 22, 2018.And regularly reviewed by the Salary and Remuneration Committee It is recommended to	No difference. The Company will proceed according to the plan. No difference.

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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	The Reason of Difference Between It and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
renewal? (IV) Does the company regularly assess the independence of CPAs?	V		report to the board of directors for discussion. (IV) The CPA of the Company is PwC Taiwan On March 24, 2021, the board meeting of the accounts, Wu, Chien-chih, and Wang, Kuo-hua approved the independent evaluation of the 2020 CPA (Note2) and obtained the statement issued by the CPA.	No difference.
4. Do the TWSE & TPEx listed companies set up a corporate governance professional (concurrently serving) unit or personnel responsible for corporate governance related affairs (This includes but is not limited to providing information required by directors and supervisors to carry out business, handling matters related to meetings of the board of directors and board of shareholders in accordance with the law, handling company registration and registration of changes, and making minute book of the board of directors and board of shareholders, etc.)?	V		The Company has set up a professional (concurrently serving) corporate governance unit or personnel responsible for corporate governance related affairs, and the executive units are the Finance Department and Audit Department.	No difference.

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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	The Reason of Difference Between It and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
5. Does the company establish communication channels with stakeholders (including but not limited to shareholders, employees, customers and suppliers, etc.), and set up a special area for stakeholders on the company website, and properly respond to the important issues of corporate social responsibility concerned by stakeholders?	V		The Company has corresponding windows for stakeholders, including employees, consumers, suppliers and community neighbors, etc., and maintains smooth communication channels. In addition, there is a special section for stakeholders on the company website.	No difference.
6. Does the company appoint a professional stock agency to handle the affairs of the Board of Shareholders?	V		The Company has appointed the stock affairs agency department of Waterland Securities Co., Ltd.	No difference.
7. Information Disclosure (I) Does the company have a website that discloses financial and corporate governance information? (II) Does the company adopt other methods of information disclosure (such as setting up an English website, appointing a person to be responsible for the collection and disclosure of company information,implementinga spokesperson system,	V V		(I) The Company has set up a website and disclosed relevant information. The Company's Website:https://www.hotelhg.com.tw/ (II)The Company has designated a person to be responsible for the collection and disclosure of company information, and to implement the spokesperson system in accordance with the provisions. The Company's Website:https://www.hotelhg.com.tw/	No difference. No difference.

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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	The Reason of Difference Between It and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
and placing judicial person briefings on the company (III) Does the company announce and declare the annual financial report within two months after the end of the fiscal year, and announce and declare the first, second, and third quarter financial reports and the monthly operating situation within the prescribed deadline?		V	(III) The company handles announcements and reports to the competent authority in accordance with Article 36 of the Securities and Exchange Act.	The Company will proceed according to the plan.
8. Does the company have other helps to understand the situation and the importance of corporate governance operation information (including but not limited to employee rights, employee care, investor relations, supplier relations, further education of directors and supervisors, implementation of risk management policies and risk measurement standards, implementation of customer policies, where the company purchases liability insurance for directors and supervisors, etc.)?	V		1. Employee Equity The Company actively cultivates tourism talents, implements labor laws and regulations, and protects employees' equity, such as labor, health insurance and regular health check for employees. 2. Employees Care Communication between employees and the company can be conducted through departmental meetings or suggestion boxes to effectively solve problems and promote harmonious labor relations. 3. Investor Relations The Company sets up the investor contact section on the company website, through which investors can communicate with the company.	No difference.
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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	The Reason of Difference Between It and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
			4. Supplier Relations The Company maintains good relationship with suppliers. 5. Stakeholder Rights The Company and stakeholders, including correspondent banks, employees, consumers, suppliers, etc., have set up corresponding windows and channels to safeguard the equity of stakeholders. 6. Further Education of Directors and Supervisors The Company may, from time to time, assign directors and supervisors to attend relevant refresher courses, such as those offered by Taiwan Corporate Governance Association, Taiwan Stock Exchange, Securities and Futures Institute, etc. Please refer to page 53-55 for further information on directors and supervisors' further education. 7. Implementation of Risk Management Policies and Risk Measurement Standards: The Company adopts a preventive strategy for risk management, and carries out regular and irregular audits to carryout risk management. In addition,the

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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	The Reason of Difference Between It and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
			Company also provides business related insurance, such as public accident liability insurance, fire insurance...etc. 8. Implementation of Consumer and Customer Protection Policies The amount received by the Company from the sale of the gift certificate has been fully guaranteed by CathayUnited Bank.
9.Please explain the improvement situation of the corporate governance evaluation results issued by the Taiwan Stock Exchange Co., Ltd. Corporate Governance Center in the most recent year, and propose priority enhancement measures and measures for those who have not improved. (If it is notlistedintherated company,itisnotrequired) 1.1 Does the company's articles of association stipulate that all directors / supervisors should be nominated for candidate election (if their nominated independent directors have served for three consecutive terms, should they continue to be nominated at thepublic information observatory? The Company's Articles of Incorporation were amended on June 17, 2020. 2.20 Does the company have at least two independent directors attend each board meeting? From 2021, all of the Company's independent directors will attend Board meetings inperson.

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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	The Reason of Difference Between It and the Corporate Governance Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
10.Participating of Further Education and Training Related to Corporate Governance of Managers (General Manager, Deputy General Manager, Supervisors of Accounting,Finance,Internal Audit,Etc) Job Title Name Training Courses TrainingHours(hrs) Accounting Supervisor 2019.03.01 new appointment Su-Ling Yu Accounting Supervisor Continuing Education Courses by Accounting Research and Development Foundation 27 Audit Supervisor Ching-Sheng Tu Audit Supervisor Continuing Education Courses by Accounting Research and Development Foundation 12

Note1 ： Board members implement diversification:

Multuple core Item Name	gender	Ability of making judgements about operations	Accouting and financial analysis ability	Business management ability	Crisis management ability	Leader ship ability	An international market perspective	Leadership ability	Decision- making ability
Hai-Ni Chen	Male	V	V	V	V	V	V	V	V
Shu-Hui Lin	Female	V	V	V	V	V	V	V	V
Shih-Yi Chen	Female	V	V	V	V	V	V	V	V
Pao-ShangLi	Male	V	V	V	V	V	V	V	V
Te-Chu Li	Female	V	V	V	V	V	V	V	V
Kuo-YingLu	Male	V	V	V	V	V	V	V	V
Ching-Lin Li	Male	V	V	V	V	V	V	V	V

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Note2 ： Accountant independence assessment criteria

e2：Accountant independence assessment criteria
Items	Results	Conformity with independence
1. Whether the accountant has a direct or material indirect financial interest in the Company	N	Y
2. Whether the accountant has a financingor assurancepractice with the Companyor the Company's directors	N	Y
3. Whether the accountants have a close business relationship with the Company and potential employment	N	Y
4. whether the accountant and the members of his audit team currently hold, or have held in the last two years, positions as a director,manager or officer of theCompanythat have a significant impact on the audit	N	Y
5. whether the accountant has provided non-audit services to the Company that may directly affect the audit	N	Y
6. Whether the accountants have an intermediaryfor shares or other securities issued bythe Company	N	Y
7. Whether the accountant has acted as an advocate for or on behalf of the Company in coordinating conflicts with other thirdparties	N	Y
8. Whether the accountant is related to a director, manager or officer of the Company who has a significant influence on the audit case	N	Y

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（4） Fulfillment of Social Responsibilities ：

Evaluation Items			OperationStatus	The Reason of Difference Between It and the Corporate Social Responsibility Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
1.Does the Company conduct risk assessments on environmental, social and corporate governance issues related to the Company's operations and formulate relevant risk management policies or strategies in accordance with the principle of materiality?		V	The Company has not yet established a policy on the management of relevant risk assessment.	The Company will proceed according to the plan
2.Does the company have a professional (concurrent) unit to promote corporate social responsibility, which is authorized by the board of directors to be handled by senior management and reported to the board of directors?		V	The Company has not set up a professional (concurrent serving) unit to promote corporate social responsibility	The Company will proceed according to the plan。
3.Environment issue (1)Does the company have a corporate social responsibility policy or system in place and review its implementation? (2)Does the company organize social responsibility trainingregularly？	V V		(1)The Company has established an appropriate environmental management system based on its industry characteristics to comply with the domestic environmental safety regulations. (2)The Company is committed to improving theefficiencyof the use of resources,such as:	No difference. No difference.

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Evaluation Items			OperationStatus	The Reason of Difference Between It and the Corporate Social Responsibility Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
(3) Does the company have a professional (concurrent) unit to promote corporate social responsibility, which is authorized by the board of directors to be handled by senior management and reported to the board of directors? (4) Does the company compiled statistics on greenhouse gas emissions, water consumption and total weight of waste in the past two years, and formulated policies on energy conservation, carbon reduction, greenhouse gas reduction, water reduction or other waste management?	V	V	(1) Implement air conditioning temperature control, change lighting equipment to LED lamps,effectively save energy. (2) The Public Works Department maintains the equipment regularly to improve the utilization efficiency of water, electricity,gas and other resources. (3) Purchase energy saving equipment. (3) Aware of the impact of climate change on business activities, the Company has implemented air conditioning temperature control in the building, promoted paperless e-operation in the office,replaced lighting equipment with LED lamps, and purchased energy-saving equipment. (4) The Company has not established policies for energy conservation, carbon reduction, greenhouse gas reduction, water reduction or other waste management.	No difference. The Company will proceed according to the plan.

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Evaluation Items			OperationStatus	The Reason of Difference Between It and the Corporate Social Responsibility Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
4. Preserving Social Welfare (1)Does the company establish management policies and procedures in accordance with relevant laws and regulations and international human rights conventions? (2)Does the company establish and implement reasonable employee benefit measures (including compensation, vacation and other benefits, etc.) and properly reflect operating performance or results in employee compensation? (3)Does the company provide a safe and healthy workingenvironment for employees,and regularly	V V V		(1)The Company actively cultivates tourism talents, implements labor laws and regulations, safeguards the equity of employees, and establishes employment policies without discrimination in accordance with the provisions of the Gender Equality in Employment Act, and implements the equality of remuneration, employment conditions, training and promotion opportunities. (2)The Company sets the salary and remuneration according to the salary level of the same sector and the position of employees. In addition, there are "Working Rules", which shall be delivered to the employees upon their arrival. Besides, there are also "Employee Performance Appraisal Method" and "Employee Rewards and Punishments Method", which specify the contents of rewards and punishments. (3)The Company provides labor insurance and health insurance for employees in accordancewith the	No difference. No difference. No difference.

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Evaluation Items			OperationStatus	The Reason of Difference Between It and the Corporate Social Responsibility Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
implement safety and health education for employees? (4)Does the company establish effective career development programs for employees? (5)Does the company comply with relevant regulations and international standards on customer health and safety, customer privacy, marketing and labeling of its products and services, and has it formulated relevant policies and complaint procedures to protect consumer rights? (6)Does the company have a supplier management policy that requires suppliers to comply with relevant regulations on environmental protection, occupational safety and health, or human rights in theworkplace,and howis it implemented?	V V V		provisions, and regularly carries out health checks for employees, and regularly holds safety and health training courses for employees to promote the company's safety and health code of practice (4) The Human Resources Section of the Company is responsible for the career planning of the employee and arranges training courses for the management trainee. (5) The Company's marketing and labeling of products and services are in accordance with relevant regulations and international standards. For consumer complaints, in addition to providing a complaint service channel on the website, we ask the relevant departments to provide the best service. (6) The Company selects its suppliers in accordance with the Company's rules and regulations and operates in good faith, therefore, the Company will assess whether the supplier has any past record of	No difference. No difference. No difference.

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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	The Reason of Difference Between It and the Corporate Social Responsibility Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
			environmental and social impact before making any transaction.
5.Does the company make reference to international standards or guidelines for the preparation of corporate social responsibility reports and other reports that disclose non-financial information about the company? Did you obtain a third-party verification unit's confirmation or assurance opinion on theprevious report?		V	The Company does not currently prepare a CSR report.	The Company will proceed according to the plan.
6.If the company has its own Code of Ethical Corporate Social Responsibility in accordance with the“Corporate Social Responsibility Best Practice Principles for TWSE & TPEx Listed Companies”, please state the difference between its operation and the code: The company has drawn up a“Code of EthicalCorporateSocial Responsibility”.
7.Other important information to help understand corporate social responsibility operations: 1.Consumer Equity：The Company pays attention to the equity of consumers and fully discloses the products and services on the Company website,and provides full performance guarantee for the gift certificates sold. In addition, for the complaint of consumers, the Company not only provides a complaints channel on the website, but also requests the relevant departments to provide the best service. 2.Employee Equity：The Company shall, in accordance with the provisions of the Gender Equality in Employment Act and the Employment Act,establish non-discriminatory employment policies, and implement equal remuneration, employment conditions, training and promotion opportunities 3. Safety and Health：The company actively prepares the HACCP certification of the "food safety system", and formulates the work code ofpractice of safetyand health to implement the labor safetyand health management.

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（ 5） The Company's performance and measures to operate in good faith.

Evaluation Items			OperationStatus	Differences and reasons between the Ethical Corporate Management Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
1.Formulating Policies and Plans for Ethical Corporate Management (1) Does the Company have an honest business policy approved by the Board of Directors and express in its regulations and external documents the policy and practice of honest business and the commitment of the Board of Directors and senior management to actively implement the business policy? (2) Does the Company established an assessment mechanism for the risk of dishonest conduct, and regularly analyzed and evaluated the business activities within the scope of business with a higher risk of dishonest conduct, and formulated a plan to prevent dishonest conduct, covering at least the preventive measures under Article 7(2) of the "Code of Integrity for Listed OTC Companies"?	V V		(1)On December 5, 2016, the Board of Directors of the Company has drawn up the "Code of Ethical Corporate Management", which serves as the standard for directors, supervisors, managers and employees to conduct business in good faith and to be responsible to shareholders, customers, employees and the investing public.。 (2)The Company has established good corporate governance, internal control mechanisms and internal rules and regulations to prevent the situations described in Article 7, paragraph 2.	No difference No difference

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Evaluation Items			OperationStatus	Differences and reasons between the Ethical Corporate Management Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
(3) Does the company defined and implemented the operating procedures, conduct guidelines, disciplinary and complaint systems for non- compliance in its dishonest conduct prevention program, and regularly reviewed the revised foreclosure program?	V		(3)In order to prevent dishonest behavior, the Company prepares "Personnel Regulations", which will be delivered when the employee reports for duty, and in the regular education and training, strengthens the implementation of the moral concept of ethical management staff and operations。	No difference
2.Implementation of ethical corporate management and measures for implementation (1)Does the company assess the integrity record of its business contacts and specify the terms of good faith conduct in its contracts with its business contacts？ (2) Does the Company have a dedicated unit under the Board of Directors to promote honest business practices and report to the Board of Directors on a regular basis (at least once a year) on its honest business policies and programs to prevent	V	V	(1)The Company's Procurement Section will verify through the company's database in advance whether the transaction object has a record of dishonest conduct, and specify the conditions of dishonest conduct in the contract。 (2)The Company has not set up a professional (concurrent serving) unit to promote ethical corporate management.	No difference The Company will proceed according to the plan.

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Evaluation Items			OperationStatus	Differences and reasons between the Ethical Corporate Management Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
dishonest practices and monitor their implementation? (3)Does the company have a code of practice for preventing dishonest conduct, which includes procedures, guidelines for conduct, disciplinary and grievance systems for violations, and which are implemented?？ (4) Does the Company established an effective accounting system and internal control system for the implementation of good faith operations, and has the internal audit unit drawn up an audit plan based on the results of the assessment of the risk of dishonest conduct, in order to verify compliance with the plan for prevention of dishonest conduct, or hasit engaged anaccountant	V V		(3)The Company stipulates in the rules of procedure of the Board of Directors: Where a director has an interest in himself/herself or the legal person he/she represents, he/she shall not participate in the discussion or vote, and shall withdraw from the discussion or vote, and shall not exercise his/her voting rights on behalf of other directors. Employees and the company can fully communicate through the departmental meeting channels. (4)The Company has an accounting system and a special accounting unit. The financial reports are checked by CPAs to ensure the fairness of financial statements. The Company's internal audit organization consists of two directors, who check the work of each unit according to the audit plan every month and make records. The audit report shall be submitted to theChairman of the Board	No difference No difference

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Evaluation Items			OperationStatus	Differences and reasons between the Ethical Corporate Management Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
to perform the audit? (5)Does the company regularly conduct internal and external education and training on ethical corporate management?	V		and the supervisor for review before the end of the next month, and the audit director shall present the report to the Board of Directors. At the end of each year, the“Statement of Internal Control System” will be issued by the Audit Department.。 (5)The Company adheres to the principle of good faith, in order to meet the needs of customers for meals and travels, regularly holds staff education and training, and formulates various measures to prevent cheating.	No difference
3.Implementation of the Company's Whistleblowing System (1) Does the company have a specific whistleblowing and reward system, a convenient whistleblowing channel, and appropriate personnel assigned to handle the whistleblowing? (2) Does the company have standard operating procedures and relevant confidentiality mechanisms for the investigation of	V	V	(1) The Company has an employee complaint system, and employee rewards and punishments as punishment for violating the provisions of ethical corporate management. (2) The Company has an employee complaint system, but no standard operating procedure and relevant confidentialitymechanism have been established	No difference The Company will proceed according to the plan.

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Evaluation Items	OperationStatus	OperationStatus	OperationStatus	Differences and reasons between the Ethical Corporate Management Best Practice Principles for TWSE & TPEx Listed Companies
	Yes	No	Summary/Description
whistleblowing matters? (3) Does the company take measures to protect the whistleblower against inappropriate disciplinary actions?		V	for the investigation of the matters reported. (3) The Company has not formulated relevant measures.。	The Company will proceed according to the plan.
4.Strengthening Information Disclosure Does the company disclose the content and effectiveness of its Code of Ethical Corporate Management on its website and in its Market Observation PostSystem?	V		On December 5, 2016, the Board of Directors of the Company has drawn up the "Code of Ethical Corporate Management" and disclosed it on the companywebsite(www.hotelhg.com.tw/).。	No difference
5.If the company has its own Code of Ethical Corporate Management in accordance with the“Ethical Corporate Management Best Practice Principles for TWSE & TPEx Listed Companies”please state the difference between its operation and the code: On December 5, 2016, the Board of Directors of the Company has drawn up the "Code of Ethical Corporate Management", and the company has compliedwith the "EthicalCorporate Management Best Practice Principles for TWSE&TPEx ListedCompanies".
6. Other important information that may help us understand the Company's honest operation: (e.g., the Company's review and revision of its code of ethical conduct, etc.) The Company's core guiding principle is "Conducting Business with Integrity", and it promotes the implementation of this principle in all corporate governance to help investors, employees, consumers and suppliers understand the Company's commitment and policy to conduct business with integrity.

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（ 6 ） Compensation Committee

1. The Compensation Committee is designed to assist the Board of Directors in implementing and evaluating the company's overall compensation and benefits policies, 。

as well as manger compensation.

1. By the end of March 2021, the Company has three Compensation Committee members. Please refer to the company website for the organization rules of the Compensation Committee 。

2. Information on the Operations of the Compensation Committee

As of the date of publication of the annual report in the most recent year

(year 2020), the meeting status:

Job Title	Name	Number of Actual Attendance	Number of Proxy Attendance	Rate of Actual Attendance	Note
Independent Director	Te-Chu Li	3	-	100%
Independent Director	Ching-Lin Li	3	-	100%
Others	Chi-Chun Chiu	3	-	100%

4. Information on the Members of the Remuneration Committee.

	4.I	nformation on the Members of the	nformation on the Members of the	nformation on the Members of the	Remuneration Committee.	Remuneration Committee.	Remuneration Committee.	Remuneration Committee.	Remuneration Committee.	Remuneration Committee.	Remuneration Committee.	Remuneration Committee.	Remuneration Committee.	Remuneration Committee.
Identity (Note 1)	Conditions Name	Does the individual have more than 5 years of work experience and the following professional qualifications?			Conformity to Independence (Note 2)										Number of members who are also members of the remuneration committee of other public owned corporations	Note
		Lecturer or above in business, legal, finance, accounting or corporate business in public or private tertiary institutions.	Judges, prosecutors, lawyers, accountants or other professionals and technicians who have passed the national examinations and obtained certificates necessary for the business of the company	Has experience in business, legal, finance, accounting or corporate business	1	2	3	4	5	6	7	8	9	10
Independent Director	Te-Chu Li														0
Independent Director	Ching-Lin Li														0
Others	Chi-Chun Chiu														0

Note 1: For identity, please state whether the person is a Director, Independent Director or other.

Note 2: For each member who meets the conditions for two years prior to being elected and during his/her term of office, please “  ” the box below the corresponding condition(s)

• (1) An employee who is not an employee of the company or its affiliates.

• (2) A director or supervisor who is not a director or supervisor of the company or its affiliates, but is a director or supervisor of the company and its parent, subsidiary, or subsidiary of the same parent company, in the case of a company and its parent, subsidiary, or subsidiary of the same parent company, in the case of a company and its parent, subsidiary, or subsidiary of the same parent company

• (Except where independent directors are established by this Law or local laws and regulations, they shall hold office in conjunction with each other).

• (3) The natural person who does not hold more than 1% of the Company's total outstanding shares or the top ten shares in the name of himself or herself, his or her spouse, minor children or otherspeople Shareholders.

• (4) A spouse, a relative within the second degree of consanguinity or an immediate blood relative within the third degree of consanguinity who is not a manager listed in (1) or a spouse, a relative within the second

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degree of consanguinity or an immediate blood relative within the third degree of consanguinity of a person listed in (2) or (3).

• (5) not directly holding more than 5% of the total issued shares of the company, the top five holders of shares or appointing a proxy in accordance with Article 27, paragraph 1 or 2, of the Companies Act.A director, supervisor or employee of a corporate shareholder who is a director or supervisor of the company (but not a director, supervisor or employee of the company and its parent, subsidiary or other corporate entity)(Unless the independent directors of subsidiaries of the same parent company are appointed in accordance with this Law or local laws and regulations, they shall not hold the same position).

• (6) A director, supervisor or employee of another company controlled by the same person who holds more than half of the directorship or voting rights in the company.(but in the case of an independent director of a company or its parent, subsidiary or subsidiary of the same parent established under this Act or the laws and regulations of that country)(except where they work in conjunction with each other).

• (7) A director (trustee), supervisor of another company or organization with which the chairman, general manager or equivalent of the company is not the same person or spouse as the chairman, general manager or equivalent of the company.(except where the independent directors are appointed by law).

• (8) a director (director), supervisor (supervisor), manager or 5% shareholder of a specific company or organization other than a company with which the company has financial or business dealings More than one shareholder (but not more than 50% of the total number of issued shares of the company held by a particular company or institution, which is a company and its parent)A company, a subsidiary or a subsidiary of the same parent company which has an independent director established in accordance with this Law or local laws and regulations shall not be subject to the provisions of this Law.(This limit).

• (9) Commercial, legal, and other business activities that are not audited for the Company or its affiliates, or for which the cumulative amount of compensation received in the past two years did not exceed NT$500,000.Supervisors (Supervisors), managers and their spouses. However, the Board of Directors of the Company is required to perform its duties in accordance with the Securities and Exchange Act or the relevant laws and regulations under the Business Mergers and Acquisitions Act.The Committee, the Public Takeover Review Committee or the Special Committee on Mergers and Acquisitions are not members of the Committee.

• (10) In the absence of one of the subsections of section 30 of the Companies Act.

• （ 7 ） Where a company has established a code of corporate governance and relevant regulations, it should disclose its enquiry methods:

• Please refer to our website for more information (https://www.hotelhg.com.tw/).

• （ 8 ） Other important information necessary to improve the understanding of corporate governance operations:

• 1.In order to strengthen the implementation of corporate governance, the Company keeps the Board of Directors informed of the updates of corporate governance related laws and regulations.

• The directors of the Company shall be present at the Board of Directors in a normal condition and shall not join the vote if the directors have an interest in any of the proposals listed on the Board of Directors, which may harm the interests of the company.

• 3.The Company has drawn up the "Code of Ethical Corporate Management", "Corporate Social Responsibility Best Practice Principles" and "Corporate Governance Best Practice Principles" in accordance with the norms of the competent authority and considering the practical operation situation, which will be implemented upon the approval of the Board of Directors on December 5, 2016.

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（9） Implementation of Internal Control System:

1. Statement of Internal Control

Holiday Garden Hotel Co., Ltd. Statement of Internal Control System

Date: March 24, 2021

The internal control system of the Company in the year of 2020, based on the results of self-inspection, is hereby stated as follows:

• I. It is the responsibility of the board of directors and managers of the Company to establish, implement and maintain the internal control system, which the company has established. The objective is to provide reasonable assurance of the effectiveness and efficiency of operations (including profitability, performance and asset security), the reliability of financial reporting, and compliance with applicable laws and regulations.

• II. The internal control system has its inherent limitation, no matter how perfect the design is, the effective internal control system can only provide reasonable assurance for the above three objectives; moreover, the effectiveness of the internal control system may change with the change of environment and situation. However, the internal control system of the Company is provided with a self-monitoring mechanism, and the company will take corrective actions once the absence is identified.

• III. The Company shall judge whether the design and implementation of the internal control system are effective or not according to the judgment items of the effectiveness of the internal control system stipulated in the "Guidelines for the Establishment of Internal Control System by Public Owned Corporations" (hereinafter referred to as " Handling Guidelines"). The internal control system used in the “Handling Guidelines” is used to determine the item. According to the process of management control, the internal control system is divided into five components: 1. Environment Control, 2. Risk Assessment, 3. Control Operation, 4. Information and Communication, and 5. Supervision. Each constituent element also includes a number of items. For the foregoing items, please refer to the provisions of "Handling Guidelines".

• IV.The Company has adopted the above internal control system to judge items and examine the effectiveness of the design and implementation of the internal control system.

• V. Based on the inspection results set forth in the preceding paragraph, the Company believes that the internal control system (including supervision and management of the subsidiaries) set up by the company on 31 December 2018, including the effectiveness of the design and implementation of the internal control system to understand the effectiveness and efficiency of the operation, the reliability of financial reporting, and the compliance with relevant codes and regulations, will reasonably ensure the achievement of the above objectives.

• VI.This statement will be the primary content of the Company's annual report and public statements and will be made publicly available to the public. If the above-mentioned disclosure is unlawful, such as forgery or concealment, it will involve legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.

• VII. This statement was approved by the Board of Directors of the Company on March 24, 2021, with 0 of the 7 directors present holding dissenting views and the rest agreeing with the contents of this statement.

Holiday Garden Hotel Co., Ltd.

Chairman of the Board: Chen Hai-ni(signature)

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2. If an accountant is entrusted to examine the internal control system, the audit report shall be disclosed: N/A

• （10） Penalties imposed on the Company and its internal staff, penalties imposed on its internal staff, and any status of improvements made in the internal control system, major deficiencies and improvements in the most recent year up to the publication date of this annual report: no such situation.

• （11） Important resolutions of the shareholders' meeting and the board of directors as of the date of publication of the annual report in the most recent year (year 2020):

• Important Resolutions of the Board of Directors

The Meeting Name	The Meeting Date	Important Resolutions
Board of Directors	Jan.29 2019	1. Passing the case against Invest in America. 2. Change of Treasurer case. 3. Withdrawal of investment in subsidiaryHolidayGarden International Ltd.
Board of Directors	Feb.27 2019	1. Cancellation of the Investment in America case.
Board of Directors	Mar 20 2019	1. Approved the Company's remuneration for employees in 2018 and the remuneration distribution for directors and supervisors. 2. Approved the 2018 annual statement of accounts. 3. Approved the Company's 2018 annual earnings distribution proposal. 4. Approved the reissued new shares of earnings. 5. Approved the 2018 internal control statement. 6. Approved the amendment of the Company's "Articles of Association". 7. Approved the amendment of the Company's "Operating Standard for Acquisition and Disposal of Assets". 8. Approved the amendment of the Company's “Procedures for the Method of Capital Loan for Others”. 9. Approved the amendment of the Company's "Enforcement Measures on Endorsement & Guarantee". 10. Approved the amendment of the Company's "Rules of Procedure for Board of Directors Meetings”. 11. Approved the amendment of the Company's "Procedures for Appointment of Directors and Supervisors”. 12. Approved the re-election of directors. 13. Approved the nomination of candidates for independent director. 14. Approved the preparation and acceptance for the handling of operations related to the proposal rights of shareholders holding more than 1% of shares. 15. Approved the preparation and acceptance for the handling of matters relating to the nomination rights of independent directors of shareholders holding more than 1% of shares. 16. Approved the convention of the 2019 shareholders' regular meeting. 17. Approved the Company's appointment of certified public accountants.

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		18. Approved the amendment of the Company's “Procedures for the Method of Major Information Processing”. 19. Approved the amendment of the Company's “Rules and Regulations for the Organization of the Remuneration Committee ”. 20.Approved the amendment of the Company's “Procedures for the Application for Suspension and Resumption of Transaction ”. 21.Approved the amendment of the Company's “Corporate Governance Best Practice Principles”. 22.Approved the amendment of the Company's “Procedures for the Relationship Between Company and Affiliates, Specific Companies and Group Companies”. 23. Approved the amendment of the Company's “Rules on the Scope of Duties of Independent Directors”. 24.Approved the amendment of the Company's “Code of Ethical Corporate Management”. 25.Approved the further amendment of the Company's “Rules and Regulations for the Organization of the Audit Committee ”. 26. Approved the replacement of the Company's acting spokesperson.
Board of Directors	May 7 2019	1. Recognized the consolidated financial statements for the first quarter of 2019. 2. Amended the "Performance Appraisal Method for Directors and Managers". 3. Further amended the Company’s “Code of Ethical Conduct”. 4. Reviewed the candidates for independent director. 5.Further amended the Company’s “Standard Operating Procedures for Handling Directors' Requests”
Board of Directors	May 30 2019	1.Approved a cash injection of NT$400 million into its subsidiary Holiday Garden International Ltd. a U.S. subsidiary, by a cash increase of NT$400 million. 2. Approved a loan of funds to a U.S. subsidiary. 3. Approved the U.S.grandchildren's intercompanycapital loan case.
Board of Directors	Jun 19 2019	1. Approval of the election of the Chairman of the Board of Directors
Board of Directors	Jun 24 2019	1. Approve the appointment of the fourth term Remuneration Committee
Board of Directors	Jun 24 2019	1. Approved a cash reduction case against subsidiary Holiday Garden International Ltd. 2. Approved the disposal of Holiday Garden SF CORP., a sub-subsidiary of the Company.。 3. Approve the establishment of the Company's 2019 Annual Audit Committee Carriage Fee proposal. 4.Approved the amendment to the Company's "Code of Conduct on Integrity". 5.Approve a financial institution financing contract expiration renewal case. 6. Approved an application for a NT$400 million short -term loan facility from OK Bank.
Board of Directors	Aug 7 2019	1. Approved the consolidated financial reports for the second quarter of 2019.
Board of Directors	Nov 7	1. Approved the consolidated financial reports for the third quarter of 2019.

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	2019	2. Approved of directors' and supervisors' liability insurance through all directors and managers.
Board of Directors	Dec 1 2019	1.Approved the Company's 2020 travel expenses for the directors, independent directors, and supervisors and salary of managers. 2. Approved the Company's 2019 annual bonus of managers. 3. Approved the Company's audit plan for 20 20. 4. Approved the Company's business plan for 20 20. 5. Approved the independent evaluation of accountants. 6. Approval of the Company's 2018 undistributed earnings for real investments.
Board of Directors	Mar 19 2020	1.Approved the Company's remuneration for employees in 201 9 and the remuneration distribution for directors and supervisors. 2. Approved the 2019 annual statement of accounts. 3. Approved the Company's 2019 annual earnings distribution proposal. 4. Approved the 2019 internal control statement. 5. Approved the amendment of the Company's "Articles of Association". 6. Approved the preparation and acceptance for the handling of operations related to the proposal rights of shareholders holding more than 1% of shares. 7. Approved the convention of the 2020 shareholders' regular meeting. 8. Approved the Company's appointment of certified public accountants.
Board of Directors	May 6 2020	1.Approved the consolidated financial reports for the first quarter of 20 20。 2. Approved the case for a replacement visa accountant.
Board of Directors	Jun 24 2020	1.Approve a financial institution financing contract expiration renewal case. 2. Approved the U.S. grandchildren's intercompany capital loan case.
Board of Directors	Aug 7 2020	1.Approved the consolidated financial reports for the second quarter of 2020. 2.Approved the amendment of the Company's “Procedures for the Method of Capital Loan for Others” 3.Establishment of Regulations Governing Establishment of Internal Control Systems.. 4.Financial statementpreparationprocess managementpractices.
Board of Directors	Sep 4 2020	Approved a short-term loan of NT$1.2 billion from O-Bank.
2019Board of Directors	Nov 6 2020	1.Approved the consolidated financial reports for the third quarter of 2020. 2. Renewal of directors' and supervisors' liability insurance through all directors and managers.
Board of Directors	Dec23 2020	1.Approve the carriage fees for directors and independent directors and the salaries of managers of the Company for 2021. 2.Approved the year-end bonuses for managers for 2021. 3.Approved the audit plan for fiscal year 2021. 4.Approved the annual business plan for 2021. 5.Approved the independent evaluation of the company's certified public accountants.
Board of Directors	Mar 24	1.Approved the employee compensation and director compensation

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	2021	distribution for fiscal year 2020. 2.Approved the financial statements for fiscal 2020. 3.Approved the appropriation of profit and loss for fiscal year 2020. 4.Approved the internal control letter for fiscal year 2020. 5.Approved the amendment of the board of directors' meeting regulations.
Board of Directors	May 05 2021	1. approved the consolidated financial statements for the first quarter of 2021 2. Revised procedures for Regulations Governing Loaning of Funds . 3. Lend funds to the U.S. subsidiary. 4. Disposed of the Company's real estate in the back section of Qianjin District, Kaohsiung City.

2. Important resolutions of the Shareholders' Meeting

Shareholders' Meeting	Jun 19 2019	1.Acknowledge the 2018 annual statement of accounts. 2.Acknowledge to recognize the 2018 annual surplus distribution. 3.Acknowledge of surplus to new share issue. 4.Approve the amendment of the "Articles of Association" of the Company. 5.Approved the amendment to the Company's "Criteria for the Treatment of Assets Acquired or Disposed of". 6.Approve the amendment of the Company's "Procedures for the Lending of Funds to Others". 7.Approve the amendment of the Company's "Rules for the Implementation of Endorsement Guarantees". 8. Approval of a general re-election of directors. 9. Approve the nomination of independent director candidates.
Shareholders' Meeting	Jun 17 2020	1.Acknowledge the 2019 annual statement of accounts. 2.Acknowledge to recognize the 2019 annual surplus distribution. 3.Approve the amendment of the "Articles of Association" of the Company.

• （12） Implementation of the Resolutions of the Shareholders' Meeting In 2020.

• 1.Recognized the 2019 annual statement of accounts: approved as proposed.

• 2.Recognition of the fiscal year 2019 profit and loss appropriation: approved as proposed

• （13） In the most recent year and up to the date of publication of the annual report, the directors or supervisors have different opinions on the important resolutions adopted by the board of directors and have recorded or written statements: no such situation.

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• （14） In the most recent year and up to the date of the publication of the annual report, the summary of the resignation and dismissal of the Chairman of the Board, general manager, accounting supervisor, finance supervisor, internal audit supervisor and R&D supervisor of the company: no such situation.

（15） Further Education of Directors

December 31, 2020

						December 31,2020
Title	Name	Appointed Date	Further Education Date		Organizer	Course Name	Study Hours
			起	迄
Represent ative of Judicial Person Director	Hai-Ni Chen	Jun 20 2016	Sep 03 2020	Sep 03 2020	Securities and Futures Commission, Ministry of Finance	2020 Insider Trading Prevention and Insider Stock Trading Promotion Seminar	3.0
			Nov 01 2019	Nov 01 2019	Taiwan Stock Exchange Corporation	Publicity meeting for effective use of directors' functions	3.0
			Apr 24 2017	Apr 24 2017	Taiwan Academy of Banking and Finance	Corporate Governance - Family Business Inheritance	3.0
			Mar 17 2016	Mar 17 2016	Taiwan Academy of Banking and Finance	Corporate Governance - How to Respond to Tax Reform	3.0
Represent ative of Judicial Person Director	Shu-Hui Lin	Jun 19 2019	Sep 03 2020	Sep 03 2020	Securities and Futures Commission, Ministry of Finance	2020 Insider Trading Prevention and Insider Stock Trading Promotion Seminar	3.0
			Nov 01 2019	Nov 01 2019	Taiwan Stock Exchange Corporation	Publicity meeting for effective use of directors' functions	3.0
			Jul 26 2019	Jul 26 2019	Securities and Futures Institute	Briefing session on the legal compliance announcement of insider equity transactions of listed and unlisted cabinet companies in 2019	3.0
Director	Pao-Shang Li	Jun 20 2016	Sep 03 2020	Sep 03 2020	Securities and Futures Commission, Ministry of Finance	2020 Insider Trading Prevention and Insider Stock Trading Promotion Seminar	3.0
			Nov 01 2019	Nov 01 2019	Taiwan Stock Exchange Corporation	Publicity meeting for effective use of directors' functions	3.0
			Aug 03 2018	Aug 03 2018	Securities and Futures Institute	The Insider Equity Trading Legal Advocacy Meeting of the TWSE Listed and Non-TWSE & TPEx Listed Publicly Owned Corporations	3.0
			May 05 2017	May 05 2017	Securities and Futures Institute	2017 Seminar on Insider Trading and Corporate Social Responsibility	3.0
			Apr 24 2017	Apr 24 2017	Taiwan Academy of Bankingand Finance	Corporate Governance - Family Business Inheritance	3.0
Independe nt Director	Te-Chu Li	Jun 20 2016	Dec 04 2020	Dec 04 2020	AIA Taiwan Study Provider	The latest tax law and practical analysis in the second half of	7.0

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						2020.
			Mar 30 2020	Mar 30 2020	AIA Taiwan Study Provider	Analysis of the key points and doubts of business tax returns.	3.0
			Mar 24 2020	Mar 24 2020	AIA Taiwan Study Provider	Application of Internal Control System for Prevention of Money Laundering and Combating Financial Terrorism in AccountingFirms	3.0
			Nov 26 2019	Nov 26 2019	National Federation of R.O.C CPA Association	Analysis of relevant regulations and financial accounting practices ofsocialgroups	3.0
			Nov 01 2019	Nov 01 2019	Taiwan Stock Exchange Corporation	Publicity meeting for effective use of directors' functions	3.0
			Aug 03 2018	Aug 03 2018	Securities and Futures Institute	The Insider Equity Trading Legal Advocacy Meeting of the TWSE Listed and Non-TWSE & TPEx Listed Publicly Owned Corporations	3.0
			Mar 22 2018	Mar 22 2018	National Federation of R.O.C CPA Association	Compliance with the Amended Money Laundering Prevention Law andPractice	3.0
			Jan 18 2018	Jan 18 2018	National Federation of R.O.C CPA Association	Risk Assessment of Accountants Responding to Money LaunderingPrevention	3.0
			Mar 28 2017	Mar 28 2017	National Federation of R.O.C CPA Association	2016 Analysis of Key Points of Business Income Tax Declaration	7.0
Independe nt Director	Kuo-Ying Lu	Jun 19 2019	Sep 03 2020	Sep 03 2020	Securities and Futures Commission, Ministry of Finance	2020 Insider Trading Prevention and Insider Stock Trading Promotion Seminar	3.0
			Nov 01 2019	Nov 01 2019	Taiwan Stock Exchange Corporation	Publicity meeting for effective use of directors' functions	3.0
			Jul 26 2019	Jul 26 2019	Securities and Futures Institute	Briefing session on the legal compliance announcement of insider equity transactions of listed and unlisted cabinet companiesin 2019	3.0
Independe nt Director	Ching-Lin Li	Jun 19 2019	Dec 04 2020	Dec 04 2020	AIA Taiwan Study Provider	The latest tax law and practical analysis in the second half of 2020.	7.0
			Nov 18 2020	Nov 18 2020	AIA Taiwan Study Provider	Updates to the Income Tax Law for For-Profit Enterprises and Notes on FilingInspections	3.0
			Nov 13 2020	Nov 13 2020	Taiwan Stock Exchange	2020 Corporate Governance and Corporate Integrity Directors and Supervisors Seminar	3.0
			Oct 12 2020	Oct 12 2020	AIA Taiwan Study Provider	Trends and prospects in the post- APG era (money laundering)	3.0
			Aug 31 2020	Aug 31 2020	AIA Taiwan Study Provider	The latest SFC & Practice Analysis	3.0
			Nov 27 2019	Nov 27 2019	National Federation of R.O.C CPA Association	Research and Analysis of the Consortium Corporation-Also on the Changzhao Corporation Corporation and the Medical Corporation	3.0
			Nov 26	Nov 26	National Federation of	Analysis of relevant regulations	3.0

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			2019	2019	R.O.C CPA Association	and financial accounting practices ofsocialgroups
			Nov 01 2019	Nov 01 2019	Taiwan Stock Exchange Corporation	Publicity meeting for effective use of directors' functions	3.0
			Oct 24 2019	Oct 24 2019	National Federation of R.O.C CPA Association	Application of internal control system for accounting firms to prevent money laundering and combat capital terror	3.0
			Aug 14 2019	Aug 14 2019	National Federation of R.O.C CPA Association	Analysis of issues related to wealth inheritance tax	3.0

、 IV CPA Fee Information ：

• (1) Table of Information on CPA Fee Ranges

Name of CPA Firm PwC Taiwan	Name of CPA	Name of CPA	Audit Period	Note
	Wu ,Chien- chih	Wang ,Kuo hua	Jan 1 2020 to Dec 31 2020

		Monetary Unit: NT$1,000	Monetary Unit: NT$1,000	Monetary Unit: NT$1,000
Category of Fees Interval of the Amount		Audit Fees	Non-Audit Fees	Total
1	Less than NT$ 2,000,000
2	NT$2,000,000 (inclusive)toNT$4,000,000			
3	NT$4,000,000 (inclusive)toNT$ 6,000,000
4	NT$ 6,000,000 (inclusive) to NT$ 8,000,000
5	NT$ 8,000,000 (inclusive)toNT$10,000,000
6	More thanNT$10,000,000 (inclusive)

• (2) In case the ratio of non-audit fee to audit fee for CPAs, CPA firms affiliated to CPAs and their affiliated enterprises exceeds 1/4, the contents of non-audit fee and non-audit service should be disclosed: N/A.

• (3) The amount, ratio and reason of the reduction in the audit fee for the replacement of CPA firm should be disclosed if the replacement fee is less than that of the preceding year: N/A.

• (4) The amount, ratio and reason of the reduction in the audit fee should be disclosed for the case that the audit fee is over 15% reduction than that of the preceding year: N/A.

• V. Information on replacement of CPAs: The original CPAs are A-Shen Liao, and Wu,Chien-chih. Due to the transfer of responsibilities within the firm, the CPAs for 2020 are Wu,Chien-chih and Wang,Kuo-hua.

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• VI. The Company’s Chairman of the Board, general manager, manager in charge of financial or accounting affairs, who has worked in the CPA firm or its affiliated enterprises in the recent one year: None.

VII. Changes in the equity of directors, supervisors, managers and major shareholders:

• (1) Changes in the Equity of Directors, Supervisors, Managers and Major Shareholders The stock transfer closure date of this shareholders' meeting is April 18st.

Job Title	Name	2020	2020	As of April 18,	As of April 18,
		Shares Held Increase (Decrease)	Pledge Shares HeldIncrease (Decrease)	Shares Held Increase (Decrease)	Pledge Shares Held Increase (Decrease)
Chairman of the Board and Director	Ying Chuan International Enterprise CO LTD	0	0	0	0
Director	Company Legal Person Representative of Ying Chuan International Enterprise CO LTD: Shu- Hui Lin	0	0	0	0
Director	Company Legal Person Representative of Ying Chuan International Enterprise CO LTD: Shih-Yi Chen	258,000	0	0	0
Director	Pao-Shang Li	0	0	0	0
Independent Director	Te-Chu Li	0	0	0	0
Independent Director	Ching-Lin Li	0	0	0	0
Independent Director	Kuo-Ying Lu	0	0	0	0
Chairman of the Board/General Manager	Hai-Ni Chen	(129,000)	0	0	0
Deputy General Manager	Shu-Hui Lin	(129,000)	0	0	0

• (2) Information of equity transfer to affiliate: None.

• (3) Information of equity pledge to affiliate: None.

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VIII. Information of the top ten shareholders who are affiliates to each other:

			April 18,2021	April 18,2021	April 18,2021	April 18,2021	April 18,2021	April 18,2021	April 18,2021
Name	Own Shares Held		Shares Held by Spouses and Minor Children		Total Shares Held in the Name of Other Persons		The titles or names and relationships of the top ten shareholders who are affiliates in Financial Accounting Standards Bulletin No. 6 or are related to their spouses or relatives within the second degree of kinship.		Note
	Shares	Share holdin g Ratio %	Shares	Share holdin g Ratio %	Shares	Shar ehol ding Rati o %	Name	Relationship
Ying Chuan International Enterprise CO LTD	21,427,377	19.39	－	－	－	－	Hai-Ni Chen	Chairman of the Board of the Company	Represe ntative: Hai-Ni Chen
Legal Person Representative: Hai-Ni Chen	3,151,505	2.85	568,064	0.51	－	－	－	－	－
Cathay United Bank is entrusted to keep the investment account of Zhi Bai CO LTD.	10,908,482	9.87	－	－	－	－	－	－	－
Cathay United Bank is entrusted to keep the investment account of Aisi Dixi CO LTD.	10,485,338	9.49	－	－	－	－	－	－	－
Cathay United Bank is entrusted to keep the investment account of GLU INTERNATIONAL GROUP LIMITED.	10,361,288	9.38	－	－	－	－	－	－	－
Cathay United Bank is entrusted to keep the investment account of East and West Holdings Limited.	8,748,960	7.92	－	－	－	－	－	－	－
Lanxin Investment Co.	4,617,000	4.18	－	－	－	－	－	－	－
Tseng-Tung Chen	4,339,677	3.93	－	－	－	－	Hai-Ni Chen Wei-Yu Chen	Father/Son Brother/Sister	-
Hai-Ni Chen	3,151,505	2.85	－	－	－	－	Tseng-Tung Chen Wei-Yu Chen	Father/Son Father/Daughter	－
Yu-Ming Chang	2,093,000	1.89	－	－	－	－	－	－	－
Wei-Yu Chen	1,734,106	1.57	－	－	－	－	Hai-Ni Chen Tseng-Tung Chen	Father/Daughter Brother/Sister	－

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• IX. The shares held by the company, its directors, supervisors, managers and enterprises directly or indirectly controlled in the same reinvested enterprise, and the comprehensive shareholding ratio shall be calculated

• on a consolidated basis.

Consolidated Shareholding Ratio

Unit: Shares; %

					Unit: Shares;%	Unit: Shares;%
Reinvestment in Other Companies	Investment in the Company		Investments of Directors, Supervisors, Managers and Businesses Directly or Indirectly Controlled		Consolidated Investments
	Shares	Shareholding Ratio	Shares	Shareholding Ratio	Shares	Shareholding Ratio
HOLIDAY GARDEN INTERNATIONAL LTD. (Note)	12,000	100.00	－	－	12,000	100.00

Note: long-term investment of the company.

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Chapter 4. Funding Status

I. Share Capital and Shares

(1) Source of Share Capital

Source of Share Capital

December 31, 2020

									December 31,2020	December 31,2020	December 31,2020
Year / Month		Issuance Price		Authorized Capital		Paid-In Capital			Note
				Shares	Amount	Shares		Amount	Source of Share Capital	Equity-Settled Share-Based Payment	Others
103.09		NT$ 10		93,787,066	937,870,660	90,079,444		900,794,440	Surplus transferred to capital increase: 2,623,674 shares	None	Sep 18 2014 Commerce Letter No. 10301193390
104.10		NT$ 10		150,000,000	1,500,000,000	94,583,417		945,834,170	Surplus transferred to capital increase: 4,503,973 shares	None	Sep 01 2015 Commerce Letter No. 10401183470
105.10		NT$ 10		150,000,000	1,500,000,000	98,366,754		983,667,540	Surplus transferred to capital increase: 3,783,337 shares	None	Sep 08 2016 Commerce Letter No. 10501221110
106.09		NT$ 10		150,000,000	1,500,000,000	102,301,424		1,023,014,240	Surplus transferred to capital increase: 3,934,670 shares	None	Sep 15 2017 Commerce Letter No. 10601131090
107.09		NT$ 10		150,000,000	1,500,000,000	110,485,538		1,104,855,380	Surplus transferred to capital increase: 8,184,114 shares	None	Sep 16 2020 Commerce Letter No. 10801125480
			December 31,2020 Authorized Capital Note Outstanding Shares Unissued Shares Total (TWSE Listed)110,485,538Shares 39,514,462 Shares 150,000,000 Shares
	Shares Category		Authorized Capital							Note
			Outstanding Shares				Unissued Shares		Total
	Ordinary Share		(TWSE Listed)110,485,538Shares				39,514,462 Shares		150,000,000 Shares

• (II) General information to be disclosed in the issuance of marketable securities under the declaration system: no such situation.

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(III) Shareholder Structure

Shareholder Structure

		Shareholder Structure	Shareholder Structure	Shareholder Structure	Shareholder Structure	Shareholder Structure
		April 18,2021
Shareholder Structure Number	Government Agencies	Financial Institutions	Other Legal Persons	Personal	Foreign Institutions and Foreigners	Total
Number of Persons	0	1	17	7,978	34	8,030
Shares Held	0	1,564	27,915,004	41,690,587	40,878,383	110,485,538
Shareholding Ratio	0.00%	0.00%	25.26%	37.75%	36.99%	100%

(IV) Shareholding Distribution Status

1. Ordinary Share

Shareholding Distribution Status

V) Shareholding Distribution Status 1. Ordinary Share Shareholding Distribution Status	V) Shareholding Distribution Status 1. Ordinary Share Shareholding Distribution Status	V) Shareholding Distribution Status 1. Ordinary Share Shareholding Distribution Status	V) Shareholding Distribution Status 1. Ordinary Share Shareholding Distribution Status
April 18,2021 Shareholding Class Number of Shareholders Shares Held Shareholding Ratio 1 to 999 4,319 911,398 0.82% 1,000 to 5,000 2,719 5,499,424 4.99% 5,001 to 10,000 481 3,536,299 3.20% 10,001 to 15,000 178 2,145,686 1.94% 15,001 to 20,000 103 1,826,556 1.65% 20,001 to 30,000 80 2,010,970 1.82% 30,001 to 40,000 47 1,654,528 1.50% 40,001 to 50,000 15 670,802 0.61% 50,001 to 100,000 48 3,604,745 3.26% 100,001 to 200,000 14 2,000,369 1.81% 200,001 to 400,000 9 2,605,712 2.36% 400,001 to 600,000 3 1,563,320 1.41% 600,001 to 800,000 1 662,470 0.60% 800,001 to 1,000,000 1 929,000 0.84% 1,000,001 or More 12 80,864,259 73.19% Total 8,030 110,485,538 100.00%
Shareholding Class	Number of Shareholders	Shares Held	Shareholding Ratio
1 to 999	4,319	911,398	0.82%
1,000 to 5,000	2,719	5,499,424	4.99%
5,001 to 10,000	481	3,536,299	3.20%
10,001 to 15,000	178	2,145,686	1.94%
15,001 to 20,000	103	1,826,556	1.65%
20,001 to 30,000	80	2,010,970	1.82%
30,001 to 40,000	47	1,654,528	1.50%
40,001 to 50,000	15	670,802	0.61%
50,001 to 100,000	48	3,604,745	3.26%
100,001 to 200,000	14	2,000,369	1.81%
200,001 to 400,000	9	2,605,712	2.36%
400,001 to 600,000	3	1,563,320	1.41%
600,001 to 800,000	1	662,470	0.60%
800,001 to 1,000,000	1	929,000	0.84%
1,000,001 or More	12	80,864,259	73.19%
Total	8,030	110,485,538	100.00%

2. Preferred stock: N/A

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(V) List of Substantial Shareholders

List of Substantial Shareholders

(V) List of Substantial Shareholders List of Substantial Shareholders	(V) List of Substantial Shareholders List of Substantial Shareholders	(V) List of Substantial Shareholders List of Substantial Shareholders
December 31, 2020
Shares Substantial Shareholder Name	Shares Held	Shareholding Ratio
Ying Chuan International Enterprise CO LTD	21,427,377	19.39%

• (VI) Market Price Per Share, Net Value, Surplus, Dividends and Related Information for the Latest Two Years

• Information on Market Price, Net Value, Surplus and Dividends Per Share

Item	Year	Year	2019	2020	Current Year Up To March 31, 2021(Note 8)
Market Price Per Share (Note 1)	Highest		25.85	26.20	18.95
	Lowest		17.50	9.41	14.80
	Average		20.20	17.805	16.88
Net Worth Per Share (Note 2)	Before Distribution		11.67		－
	After Distribution		11.67	Shareholders' Meeting Not Yet Been Held	－
Earnings Per Share	Weighted Average Shares		110,485,538	110,485,538	110,485,538
	Earnings Per Share (Note 3) Before Adjustment		(0.04)	(2.45)	－
	Earnings Per Share (Note 3) After Adjustment		(0.04)	Shareholders' Meeting Not Yet Been Held	－
Dividend Per Share	Cash Dividend		0	0	－
	Unrequited Stock Dividends	Surplus Stock Dividends	0	0	－
		Capital Surplus Distribution	0	0	－
	Accumulated Unpaid Dividend (Note 4)		0	0	－
Analysis of Return on Investment	Price-to-Earnings Ratio (Note 5)		(505)	0	－
	Price-to-Dividend Ratio (Note 6)		0	Shareholders' Meeting Not Yet Been Held	－
	Cash Dividend Yield Ratio (Note 7)		0	Shareholders' Meeting Not Yet Been Held	－

Note 1: List the highest and lowest market prices of ordinary shares for each year, and calculate the average market price for each year based on the transaction value and volume of the year.

Note 2: Fill the shares based on the shares that have been issued by the end of the year and the distribution from the resolution of shareholders' meeting in the following year.

Note 3: If there is any retrospective adjustment required due to unrequited stock dividends, the earnings per share before and after adjustment should be listed.

Note 4: If there is any requirement for issuing equity securities that require undistributed dividends for the current year to be accumulated to the annual distribution of the retained earnings, it shall separately disclose the accumulated undistributed dividends as of that year.

Note 5: P/E Ratio = Average closing price per share for the current fiscal year/earnings per share.

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Note 6: P/D = Average closing price for each share for the current fiscal year/cash dividend per share. Note 7: Cash dividend yield ratio = Cash dividend per share/average closing price per share for the current year. Note 8: Net worth per share and earnings per share shall be filled with the data of the most recent quarter that has been verified (examined) by CPAs up to the date of printing of this annual report: The rest of the columns should be filled.

(VI) Dividend Policy and Implementation

1. The Company is in the changing industrial environment, and the enterprise life cycle is in a stable growth stage. The Board of Directors shall consider the company's future capital expenditure budget and capital demand, and shall measure the necessity of surplus fund demand, so as to determine the amount of surplus retention or distribution and the amount of dividend or bonus distributed to shareholders in cash.

If the Company has any surplus in the annual accounts, it shall first set aside the business income tax in accordance with the law and make up for the losses in the past years. If there is any balance, it shall itemize 10% of the statutory surplus reserve in accordance with the law, except when the statutory surplus reserve has reached the total capital of the company. In addition, after the special surplus reserve is itemized or turned over according to law, and the undistributed surplus at the beginning of the same period accumulates the distributable surplus for shareholders, the Board of Directors shall draw up a proposal for surplus allocation and submit it to the Board of Shareholders for allocation.

As for the preceding item, more than 10% of the distributable surplus shall be allocated for the distribution of dividends and shareholders' dividends, and the cash dividend shall not be less than 10% of the total dividends and shareholders' dividends.

The Company shall distribute remuneration to employees at the rate of 0.1% to 1% and remuneration to directors and supervisors at the rate of 1% or less for the current year's profit. However, if the company has accumulated losses, it shall make up for them.

Employee compensation may be in the form of stock or cash, and may be paid in the form of stock or cash to employees of a subsidiary company who meet certain conditions.

The said "profit situation of the current year" as mentioned in the first paragraph shall mean the profit before the deduction of the pretax profit of the current year from the bonus to the employees and the bonus to the directors and supervisors.

The bonus for employees and the bonus for directors and supervisors shall be allocated by the Board of Directors upon the attendance of

- 61 -

more than two-thirds of the directors and the consent of more than half of the directors present, and shall be reported to the shareholders' meeting.

• 2.The status of the proposed dividend distribution at this shareholders' meeting: No dividend distribution for this year.

• (VII) The impact of the stock dividends on the company's operating performance, earnings per share and return on investment of shareholders: N/A.

• (VIII) Remuneration of employees and remuneration of directors and supervisors:

  1. Information about employee remuneration and remuneration of the Board of Directors contained in the Articles of Association, as shown in page 64 (VI) Company Dividend Policy.

  2. Employee bonus plan and remuneration of directors and supervisors in this year:

     • (1) Distributed employee compensation of NT$ 0.

     • (2) Distributed director compensation of NT$0.

     • (3) The remuneration of directors and employee will not be distributed.

  3. Information on the distribution of employee dividends approved by the Board of Directors: no distribution of employee bonus plans this year.

  4. 4.Employee bonus plan and remuneration of directors and managers in last year: None.

• (IX) The company buys back the shares of the Company: None.

• II. Issuance of corporate bonds: None.

• III. Issuance of preferred stocks: None.

• IV. Issuance of overseas depository receipts: None.

• V. Handling of employee stock options: None.

• VI. Handling of restricted employee shares: None.

• VII. Handling of merger & acquisition: None.

• VIII. Plan of application of funds: None

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Chapter 5. Operation Overview

I. Operation of the Company

• (I) Business Contents

  1. International tourist hotel rooms rental with Chinese and Western restaurants, nightclubs and swimming pools.

  2. General import and export business (except licensing business).

  3. Except for permitted business, the company may engage in business not prohibited or restricted by law.

  4. The above listed businesses account for 60% of the revenue from guest rooms, 40% from Chinese and Western restaurants, night clubs and swimming pools, and 0% from general import and export trade.

  5. The Company's current product items and planned development of new products: hotel rental and catering services.

• (II) Sector Overview

• (1) Current Status and Development of the Sector

• The hotels registered and reported by the Tourism Bureau of Kaohsiung City Government is: DingDing Grand Hotel (308 rooms) is expected to be completed on Dec 31 2022.

(2) Correlation between upper, middle and lower downstream sectors:

==> picture [469 x 293] intentionally omitted <==

----- Start of picture text -----

Upstream Midstream Downstream
Fresh Food suppliers
F&B
Supply Raw
Beverage suppliers
Materials
General Supplies suppliers
Online Reservation
Supply Raw
Materials International
Tourist Hotel Consumers
Guest Guest Room Supplies Suppliers
Room
Individual Reservation
Room
Travel Agency Reservation
Reservation
Company Reservation
----- End of picture text -----

• (3) Product development trend and competition status:

At present, the number of people using the Internet is increasing rapidly,

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and there is also an amazing global growth. E-commerce has become the largest market, and consumers are becoming more and more accustomed to comparing prices on the Internet. The competition in the domestic tourism sector is increasingly intense and various hotels have launched the hotel brand layout to achieve different positions and to appeal to the demassified market. Apart from the traditional international sightseeing hotels, the hotel with design, cultural and creative style is to realize the increasingly bitter sector competition. The hotel will develop products with multiple market attributes to capture the market as a strategy to consolidate existing customers and actively develop new customers.We will continue to strengthen and upgrade the hotel's software and hardware services, improve the efficiency of e-commerce sales and Internet development applications, and increase the overall revenue.

(III) Technology and R&D Overview: N/A.

• (IV) Long-Term and Short-Term Business Development Plans:

• Continually plan and renovate the facilities and business premises to provide customers with more comfortable accommodation and catering.

• Expanding the level of engagement with consumers through alliances and partnerships with other credit card companies, TV shows and attracting customers with special offers.

• Cater to customers' preferences through cross-industry alliances with Internet vendors and the development of quality advertising.

• Participate in domestic and overseas travel exhibition and business development activities planned by Tourism Bureau, Ministry of Transportation and Communications and Taiwan Visitors Association, and other institutes.

II. Market and Production & Marketing Overview:

1. Market Analysis

Tourism is a multi-objective comprehensive enterprise, providing guests with accommodation, catering, social, meeting places, health and entertainment, shopping and other functions. The Company has a long history of operating hotels and restaurants, with an outstanding reputation. In order to meet the needs of the evolution of the times and the market, the Company constantly expand and update equipment to enhance the quality of service. The domestic and foreign markets are analyzed as follows:

- 64 -

Domestic: At present, Taiwanese people's quality of life is improving day by day, and they pay more and more attention to leisure tourism. In addition, the Kaohsiung municipal government actively promotes tourism, improves the quality of tourism services and facilities, so that domestic tourists have a tendency to go to Kaohsiung City for sightseeing. The Company is located in the center of Kaohsiung City with convenient transportation, so that more visitors are attracted to visit here and spend.

Foreign: The company continues to focus on the expansion of land tours, Japanese tours and overseas Chinese tours. Although there is no source of tourists for the time being due to the general environment and the epidemic, the company will make adjustments at any time according to the future trend.

American Company: In recent years, the development of the American market has been accelerated, the political and economic situation has been stable, and the return on investment of local hotels is high. In the future, we will not rule out expansion, and it will not be limited to California. If there is a target that meets the set rate of return, we may also focus on it.

The Company has international standard equipment, beautiful environment, more than 200 Ping of garden and swimming pool, and is located in the city, with convenient transportation, near the public security units, and high security; these are excellent conditions for the Kaohsiung to attract foreign tourists. How to grasp the business opportunities at home and abroad, improve service quality, strive for more customers, is the goal of all the staff of the Company.

1. Important Uses and Production Process:

The Company's main products are operating in the form of rooms for rent, as well as catering and meeting places and other related facilities, satisfying customers is our ultimate goal.

1. Supply Status of Primary Raw Materials:

The Company is mainly engaged in room rental and catering services, its main raw materials are customer supplies and raw food materials, etc., its supply situation is stable.

1. Name of customers accounted for more than 10% of the total purchase and sale volumein the last two years:

2. (1) Main Purchase Customers: The Company has no customers accounted for 10% of purchase volume, so it is not applicable.

3. (2) Main Sale Customers: The Company has no customers accounted for 10% of sale volume, so it is not applicable.

- 65 -

5. Table of production volume and value of the latest two years:

Unit: NT$ 1,000

			Unit: NT$ 1,000	Unit: NT$ 1,000
Year Product	2020		2019
	Production Value	Percentage %	Production Value	Percentage %
Guest Room Costs	20,290	88.98%	199,726	85.88%
Catering Costs	25,121	11.02%	32,825	14.12%
Total	228,018	100%	232,551	100%

6. Table of sale volume and value of the latest two years:

Unit: NT$ 1,000

			Unit: NT$ 1,000	Unit: NT$ 1,000
Year Product Guest Room Income Catering Income Other Income Total	2020		2019
	Amount	Percentage %	Amount	Percentage %
	695,128	93.72%	1,460,852	96.09%
	39,253	5.29%	51,019	3.36%
	7,322	0.99%	8,371	0.55%
	741,703	100%	1,520,242	100%

III. Number of Employees in the Past Two Years

Employee Information for the Past Two Years Up to the Publication Date of This Annual Report

	Year	Year	2019	2020	Current Year Up To March 31, 2021
Number of Employees	Direct Labor		56	64	62
	Indirect Labor		45	41	38
	Total		101	105	100
	Average Age		40	39	39.2
	Average Years of Service		4.9	4.8	5
Ratio on Distribution of Academic Qualification		Doctor	0	0	0
		Master	1%	1%	2%
		Bachelor	47%	52%	58%
		Senior High School	40%	30%	29%
		Under Senior High School	12%	17%	11%

- 66 -

IV. Information on Environmental Protection Expenditure

1. The most recent year and up to the date of the publication of the annual report, total amount of losses and penalties due to environmental pollution: None.

2. Future countermeasures and possible expenditure: None.

V. Labor-Management Relations:

• 1.Current major labor-management agreements and their implementation: (1) Employee Welfare Measures: The "Welfare Committee" is composed of representatives from various departments of the Company. A certain amount of money will be deducted from the employee's salary every month as the fund for various welfare activities organized by the committee. The company's current welfare system is as follows:

• ． The employee joins the labor insurance as soon as he/she enters the company.

• ． Domestic tourism is held every year.

• ． Gifts or coupons for Dragon Boat Festival, Moon Festival and Chinese New Year.

• ． Cash gift or gifts for employee birthdays, weddings, funerals, births, etc.

• ． Year-end dinner party with a big lottery prizes held.

• ． The year-end bonus shall be paid according to the performance of the labors in the current year.

• For the most recent year and up to the date of publication of the annual report, the company has suffered losses due to labor disputes, the estimated amount of current and future losses and the corresponding measures: since the company's management system and welfare system are in good condition, and there is a communication channel of the welfare association, which can coordinate and solve the problems immediately, thus there should be no dispute, and there was no labor dispute in the recent two years.

• Employee further education, training, retirement system and its implementation:

• (1) To maintain the safety of the hotel and improve the service quality of the staff, the following projects will be carried out this year:

• Implemented Projects:

• Basic Japanese Class

• Basic Korean Class

• Advanced Japanese Class

• Advanced Korean Class

• Professional Skills of Mobile Photography (People/Food)

- 67 -

     6. How to Improve Self-Competitiveness and Application Methods

     7. Up Selling Skills

     8. The Use of AI in Hotels

     9. Service Quality, Coping Skills and Service Mentality in the Workplace

     10. Improve Communication Efficiency and Create a High-Quality Team

     11. My Plate - Eat Smart and Welcome Health

     12. Problem Solving and Analytical Skills

     13. Licensed Chef Hygiene Lecture

     14. The HACCP Lecture

• Planned Projects (expected to be implemented in 2021):

   - 1.Touching Service
  
   2. Crisis Management
  
   3. Butler Service
  
   4. Improve presentation skills
  
   5. Personal Data Protection
  
   6. Customer Satisfaction Analysis
  
   7. Education and training for new recruits
  
   8. Creating a comprehensive service
  
   9. Innovative and creative catering aesthetics
  
   10. International Hospitality Etiquette Training
  
   11. Analysis and handling of customer complaints
  
   12. New Generation Employee Management Skills
  
   13. Analysis of unit financial statements
  
   14. CPR and AED Training in the workplace
  
   15. Leadership and Ministry Formation Guidance
  
   16. Innovative leadership team goal setting for performance
  
   17. New Wisdom for Old Brands - Creative Marketing Practices and Channel Layout Strategies
  
   18. Licensed Chef Hygiene Lecture
  
   19. The HACCP Lecture
  

• (2)Since July 1, 2005, the Company has established certain retirement provisions in accordance with the "Labor Pension Statutes"

  • , which are applicable to employees of the same nationality. For

  • employees who choose to apply the labor pension system prescribed in the "Labor Pension Statutes", the Company shall contribute the labor pension at a rate of not less than 6% of their monthly salary to the personal account of employees of the Bureau of Labor Insurance. The payment of the employee's pension shall be made in monthly pension or lump sum pension according to the employee's

• individual pension account and the amount of accumulated

benefits. VI. Important Contracts: None.

- 68 -

Chapter 6. Financial Overview

• I. Condensed Balance Sheet and Composite Income Statement for the Last Five Years, and Indicate the Name of the Accountant and His/Her Opinion on Audit

• (I) Condensed Balance Sheet and Composite Income Statement - International Accounting Standards

Concise Balance Sheet

(1) Consolidated Financial Report

Unit: NT$ 1,000

Annual Item	Annual Item	Financial Information for the Most Recent 5 Years (Note 1)	Financial Information for the Most Recent 5 Years (Note 1)	Financial Information for the Most Recent 5 Years (Note 1)	Financial Information for the Most Recent 5 Years (Note 1)	Financial Information for the Most Recent 5 Years (Note 1)	Current Year Up To March 31, 2021 Financial Information(Note 2)
		2016	2017	2018	2019	2020
Current Assets		937,250	1,831,837	2,540,108	2,213,406	1,968,214	2,165,285
Real Estate, Plant and Equipment		3,522,213	2,900,500	2,929,346	4,279,580	3,947,433	3,904,727
Intangible Assets		551,943	423,033	403,004	750,664	664,991	654,347
Other Assets		88,871	150,937	127,575	402,775	452,122	477,212
Total Assets		5,100,277	5,306,307	6,000,033	7,646,425	7,032,760	7,201,571
Current Liability	Before Distribution	1,399,563	1,844,362	1,645,475	2,956,059	2,568,912	3,461,092
	After Distribution	1,399,563	1,844,362	1,645,475	2,956,059	2,568,912	-
Non-Current Liability		2,528,878	2,374,010	3,005,490	3,401,101	3,501,897	2,816,658
Total Liabilities	Before Distribution	3,868,441	4,218,372	4,650,965	6,357,160	6,070,809	6,277,750
	After Distribution	3,883,196	4,218,372	4,671,425	Note3	6,070,809	-
Equity Attributable to Owners of Parent Company		1,231,836	1,087,935	1,349,068	1,289,265	961,951	923,821
Share Capital		983,668	1,023,015	1,023,015	1,104,856	1,104,856	1,104,856
Capital Surplus		2,169	2,169	2,169	2,169	2,169	2,169
Retained Earnings	Before Distribution	189,672	133,262	348,224	241,231	(29,078)	(69,142)
	After Distribution	129,428	133,262	224,657	241,231	(29,078)	-
Other Equities		56,327	(70,511)	(24,340)	(58,991)	(115,996)	(114,062)
TreasuryStock			-	-	-	-	-
Non-Controlling Interest			-	-	-	-	-
Equities Total Amount	Before Distribution	1,231,836	1,087,935	1,349,068	1,289,265	961,951	923,821
	After Distribution	1,217,081	1,087,935	1,328,608	Note3	註3	-

Note 1: Financial information for each year has been audited by CPAs

Note 2: The Company's consolidated financial report for the first quarter of 2021 has been reviewed by the accountant.

- 69 -

Note 3: As of March 24, 2021, the regular meeting of shareholders of the Company has not been held.

Concise Balance Sheet

(2) Individual Financial Report

Unit: NT$ 1,000

		Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
Annual Item		Financial Information for the Most Recent 5 Years (Note 1)
		2016	2017	2018	2019	2020
Current Asset		25,332	477,439	633,371	1,104,734	1,042,292
Real Estate, Plant and Equipment		760,257	732,376	712,968	686,263	662,177
Permanent Investment		2,102,093	1,575,089	1,868,627	1,654,003	1,332,315
Other Assets		11,227	41,219	44,832	59,256	94,824
Total Assets		2,898,909	2,826,123	3,259,798	3,504,256	3,131,608
Current Liability	Before Distribution	1,159,063	1,276,340	1,411,909	1,743,381	1,789,045
	After Distribution	1,159,063	1,276,340	1,411,909	1,743,381	1,789,045
Non-Current Liability		535,088	461,848	498,821	471,610	380,612
Total Liabilities	Before Distribution	1,667,073	1,738,188	1,910,730	2,214,991	2,169,657
	After Distribution	1,681,828	1,738,188	1,931,190	2,214,991	註2
Equity Attributable to Owners of Parent Company		1,213,120	1,087,935	1,349,068	1,289,265	961,951
Share Capital		983,668	1,023,015	1,023,015	1,104,856	1,104,856
Capital Surplus		2,169	2,169	2,169	2,169	2,169
Retained Earnings	Before Distribution	189,672	133,262	348,224	241,231	(29,078)
	After Distribution	129,428	133,262	224,657	241,231	註2
Other Equities		56,327	(70,511)	(24,340)	(58,991)	(115,996)
TreasuryStock		-	-	-	-
Non-Controlling Interest		-	-	-	-
Equities Total Amount	Before Distribution	1,231,836	1,087,935	1,349,068	1,289,265	961,951
	After Distribution	1,217,081	1,087,935	1,328,608	1,289,265	註2

Note 1: Individual financial report certified by an accountant.

Note 2: As of March 24, 2021, the regular meeting of shareholders of the Company has not been held.

- 70 -

Concise Composite Income Statement (1) Consolidated Financial Report

Unit: NT$ 1,000

	Unit:	Unit:	Unit:	Unit:	Unit:	NT$1,000
Year Items	Financial Information for the Most Recent 5 Years (Note 1)					Current Year Up To March 31, 2021 Financial Information(Note 2)
	2016	2017	2018	2019	2020
Operating Income	1,386,669	1,365,015	1,169,715	1,520,242	741,703	160,014
Operating Margin	1,062,841	1,035,348	941,812	1,287,691	513,685	100,586
Operating Profit and Loss	177,372	137,476	82,040	219,650	(199,426)	(58,964)
Non-Operating Income and Expenditure	( 66,656)	( 97,674)	316,443	(191,358)	(294,434)	(13,592)
Net Profit Before Tax	110,716	39,802	398,483	28,292	(493,860)	(72,556)
Continuing Operation Unit Current Net Profit	61,427	(2,308)	212,662	(4,692)	(270,309)	(40,064)
Loss from Discontinued Operations	-	-	-	-	-	-
Current Net Profit (Loss)	61,427	(2,308)	212,662	(4,692)	(270,309)	(40,064)
Current Other Comprehensive Profit and Loss (Net Amount After Tax)	(31,361)	(126,838)	48,471	(34,651)	(57,005)	1,934
Current Total Comprehensive Profit and Loss	30,066	(129,146)	261,133	(39,343)	(327,314)	(38,130)
Net Profit Attributable to Owners of the Parent Company	61,427	(2,308)	212,662	(4,692)	(270,309)	(40,064)
Net Profit Attributable to Non- ControllingInterests	-	-	-	-	-	-
Total Comprehensive Profit and Loss Attributable to Owners of Parent Company	30,066	(129,146)	261,133	(39,343)	(327,314)	(38,130)

~71~

Total Comprehensive Income Attributable to Non-Controlling Interests	-	-	-	-	-	-
Earnings Per Share	0.56	(0.02)	1.92	(0.04)	(2.45)	(0.36)

Note 1: Financial information for each year has been audited by accountants.

Note 2: The Company's consolidated financial report for the first quarter of 2021 has been reviewed by the accountant. Note 3: As of March 31, 2021, the regular meeting of shareholders of the Company has not been held.

Concise Composite Income Statement

(2) Individual Financial Report

Unit: NT$ 1,000

	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
Year Items	Financial Information for the Most Recent 5 Years (Note 1)
	2016	2017	2018	2019	2020
Operating Income	162,810	121,206	102,640	153,657	95,867
Operating Margin	95,790	66,352	49,074	101,895	54,246
Operating Profit and Loss	( 8,005)	(32,874)	(44,061)	(4,877)	(40,779)
Non-Operating Income and Expenditure	82,243	30,503	330,849	5,790	(299,460)
Net Profit Before Tax	74,238	(2,371)	286,788	913	(340,239)
Continuing Operation Unit Current Net Profit	61,427	(2,308)	212,662	(4,692)	(270,309)
Loss from Discontinued Operations	-	-	-	-	-
Current Net Profit (Loss)	61,427	(2,308)	212,662	(4,692)	(270,309)
Current Other Comprehensive Profit and Loss (Net Amount After Tax)	(31,361)	(126,838)	48,471	(34,651)	(57,005)
Current Total Comprehensive Profit and Loss	30,066	(129,146)	261,133	(39,343)	(327,314)
Net Profit Attributable to Owners of the Parent Company	61,427	(2,308)	212,662	(4,692)	(270,309)
Net Profit Attributable to Non- ControllingInterests	-	-	-	-	-

~72~

Total Comprehensive Profit and Loss Attributable to Owners of Parent Company	30,066	(129,146)	261,133	(39,343)	(327,314)
Total Comprehensive Income Attributable to Non-Controlling Interests	-	-	-	-	-
Earnings Per Share	0.56	(0.02)	1.92	(0.04)	(2.45)

Note 1: Individual financial report certified by an accountant.

Note 2: As of March 31, 2021, the regular meeting of shareholders of the Company has not been held.

(II) Name and Opinion of the Accountant

Year	CPA Firm	Name of CPA	Auditor's **Opinion **
2015	PwC Taiwan	Yi-Chang Lin, Chien- Chih Wu	Unqualified Opinion
2016	PwC Taiwan	Chien-Chih Wu, A-Shen Liao	Unqualified Opinion
2017	PwC Taiwan	Chien-Chih Wu, A-Shen Liao	Unqualified Opinion
2018	PwC Taiwan	Chien-Chih Wu, A-Shen Liao	Unqualified Opinion
2019	PwC Taiwan	A-Shen Liao, Chien-Chih Wu	Unqualified Opinion
2020	PwC Taiwan	Wu,Chien-chih, Wang,Kuo-hua	Unqualified Opinion

~73~

II. Financial Analysis for the Most Recent 5 Years

(I) Financial Analysis - International Accounting Standards

(1) Consolidated Financial Report

Analysis	Year (Note 1) Items(Note3)	Year (Note 1) Items(Note3)	Financial Analysis for the Most Recent 5 Years	Financial Analysis for the Most Recent 5 Years	Financial Analysis for the Most Recent 5 Years	Financial Analysis for the Most Recent 5 Years	Financial Analysis for the Most Recent 5 Years	Current Year Up To March 31, 2021 (Note 2)
			2016	2017	2018	2019	2020
Financial Structure (%)	Ratio of Liabilities to Assets		75.84	79.49	77.52	83.14	86.32	87.17
	Ratio of Long-Term Capital to Real Estate Plant,and Equipment		106.77	119.35	148.65	109.60	113.08	95.79
Debt- Paying Capacity (%)	Current Ratio		69.96	99.32	154.37	74.88	76.62	62.56
	Quick Ratio		69.37	98.80	153.86	74.54	76.15	61.68
	Interest Coverage Ratio		261.76	140.38	385.37	114.12	(252.22)	(142.75)
Operating Capacity	Receivables Turnover Rate(Times)		34.55	35.72	34.25	43.31	24.49	4.97
	Average Collection Days		10.56	10.22	10.65	8.43	14.90	18.11
	Inventory Turnover Rate (Times)		38.62	36.94	53.12	44.47	23.36	6.93
	Payables Turnover Rate (Times)		34.55	35.79	25.74	43.44	64.65	15.99
	Average Days for Sale		9.45	9.88	6.87	8.21	15.63	52.67
	Real Estate Plant, and Equipment Turnover Rate(Times)		0.42	0.43	0.40	0.36	0.18	0.04
	Total Asset Turnover Rate(Times)		0.30	0.26	0.21	0.22	0.10	0.02
Profitability Capacity	Rate of Return on Assets (%)		2.61	1.52	5.74	2.28	(5.21)	(0.23)
	Rate of Return on Equity (%)		5.02	(0.19)	17.45	(0.36)	(24.01)	(4.25)
	Paid-In Capital R a t i o ( % )	Operating Profit	18.03	13.43	8.02	19.88	(18.05)	(5.34)
		Net Profit Before Tax	11.25	3.89	38.95	2.56	(44.70)	(6.57)
	Profit Margin (%)		4.42	(0.16)	18.18	(0.31)	(36.44)	(25.04)
	Earnings Per Share (NT$)		0.56	(0.02)	1.92	(0.04)	(2.45)	(0.36)
Cash Flow	Cash Flow Ratio (%)		32.45	16.63	3.23	9.52	(5.10)	(0.72)
	Cash Flow Adequacy Ratio(%)		161.84	283.92	280.48	320.50	264.30	139.61
	Cash Flow Reinvestment Ratio(%)		8.30	5.94	0.88	3.99	(1.86)	(0.35)
Degree of Leverage	Degree of Operating Leverage		2.62	3.22	3.48	6.77	(0.69)	1.90
	Degree of Financial Leverage		1.62	3.53	(1.42)	11.40	0.59	0.66

~74~

Reasons for changes in various financial ratios in the last 2 years (increased or decreased changes of more than 20%): 1. Times Interest Eaened is a negative ratio due to the earning before interest tax for the year. 2. ROA and ROE are negative ratio due to Net Income for the year.

1. Cash Flow Ratio and Cash Re-investment Ratio are negative due to Operating Cash Flowis negative for the year. 4. The decrease in financial leverage is due to the decrease in operating income.

(2) Individual Financial Report

Year (Note 1) Analysis Items (Note 3)	Year (Note 1) Analysis Items (Note 3)	Year (Note 1) Analysis Items (Note 3)	Financial Analysis for the Most Recent 5 Years	Financial Analysis for the Most Recent 5 Years	Financial Analysis for the Most Recent 5 Years	Financial Analysis for the Most Recent 5 Years	Financial Analysis for the Most Recent 5 Years
			2016	2017	2018	2019	2020
Financial Structure (%)）	Ratio of Liabilities to Assets		57.51	61.50	58.61	63.21	69.28
	Ratio of Long-Term Capital to Real Estate Plant,and Equipment		228.85	211.61	259.18	256.59	202.75
Debt- Paying Capacity (%)	Current Ratio		2.19	37.41	44.86	63.37	58.26
	Quick Ratio		1.77	37.13	44.68	63.18	58.06
	Interest Coverage Ratio		451.27	86.63	1769.70	104.27	(1458.44)
Operatin g Capacity	Receivables Turnover Rate(Times)		37.98	23.11	17.93	22.73	16.72
	Average Collection Days		9.61	15.79	20.36	16.06	21.83
	Inventory Turnover Rate(Times)		38.62	36.94	91.45	44.90	23.24
	Payables Turnover Rate (Times)		7.15	7.18	7.65	10.73	13.92
	Average Days for Sale		9.45	9.88	3.99	8.13	15.71
	Real Estate Plant, and Equipment Turnover Rate(Times)		0.21	0.16	0.14	0.22	0.14
	Total Asset Turnover Rate(Times)		0.06	0.04	0.03	0.05	0.03
Profitabil ity Capacity	Rate of Return on Assets(%)		2.74	0.43	7.46	0.37	(7.62)
	Rate of Return on Equity (%)		5.02	(0.20)	17.45	(0.36)	(24.01)
	Paid-In Capital R a t i o ( % )	Operating Profit	(0.81)	(3.21)	(4.31)	(0.44)	(3.69)
		Net Profit Before Tax	7.55	(0.23)	28.03	0.08	(30.79)
	Profit Margin (%)		37.73	(1.90)	207.19	(3.05)	(281.96)
	Earnings Per Share (NT$)		0.56	(0.02)	1.92	(0.04)	(2.45)
Cash Flow	Cash Flow Ratio (%)		(0.80)	1.38	(0.91)	(0.45)	(3.24)
	Cash Flow Adequacy Ratio(%)		9.38	24.68	25.44	(26.75)	(164.65)
	Cash Flow Reinvestment Ratio (%)		(0.96)	(1.63)	(0.55)	(0.98)	(4.56)
Degree of Leverage	Degree of Operating Leverage		(2.92)	0.07	0.33	(25.35)	0.36
	Degree of Financial Leverage		0.27	0.65	0.72	0.19	0.65

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Reasons for changes in various financial ratios in the last two years (increased or decreased changes of more

than 20%):

1. Times Interest Eaened is a negative ratio due to the earning before interest tax for the year.

2. ROA and ROE are negative ratio due to Net Income for the year.

3. Cash Flow Ratio,Cash Flow Adequacy Ratio and Cash Re-investment Ratio are negative due to Operating Cash Flowis negative for the year.

4. The decrease in financial leverage is due to the decrease in operating income.

Note 1: The year in which has not been certified by an accountant shall be indicated.

Note 2: TWSE listed companies or whose shares have been purchased or sold at the business

premises of a securities firm shall incorporate into their analysis the financial information of

the year ended in the quarter prior to the publication date of the annual report.

Note 3: At the end of this table of the annual report, the following calculation formula should be listed:

1. Financial Structure

2. (1) Liabilities to Assets Ratio = Total Liabilities / Total Assets.

3. (2) Long-Term Capital to Property, Plant, And Equipment Ratio = (Total Equity + Non-

Circulating Liability) / Net Amount of Property, Plant and Equipment.

1. Solvency

2. (1) Current Ratio = Circulating Asset / Circulating Liability.

3. (2) Quick Ratio = (Circulating Asset – Inventory – Prepaid Expense) / Circulating Asset.

4. (3) Interest Coverage Ratio = Net Profit Before Income Tax and Interest Expense / Current Interest Expenditure

5. Operating Performance

6. (1) Accounts Receivable (including receivable and bills receivable arising from business operations) Turnover Rate = Net Sales / Balance of Average Receivable in Various Periods (including accounts receivable and bills receivable arising from business operations).

7. (2) Average Collection Days = 365 / Receivables Turnover Rate.

8. (3) Inventory Turnover Rate = Cost of Sales / Average Inventory Value.

9. (4) Accounts Payable (including payable and bills payable arising from business operations) Turnover Rate = Cost of Sales / Balance of Average Payable in Various Periods (including accounts payable and bills payable arising from business operations).

10. (5) Average Days of Sales = 365 / Inventory Turnover Rate.

11. (6) Property, Plant and Equipment Turnover Rate = Net Sales / Average Net Amount of Property, Plant and Equipment.

12. (7) Total Asset Turnover Rate = Net Sales / Average Total Assets.

13. Profitability Capacity

15. (1) Return on Asset = [Post-Tax Profit or Loss + Interest Expense (1 Tax Rate)] / Average Total Assets.

16. (2) Return on Equity = Post-Tax Profit or Loss / Average Total Equity.

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• (3) Profit Margin = Post-Tax Profit or Loss / Net Sales.

• (4) Earnings Per Share = (Gain or Loss Attributable to Owners of the Parent

Company – Preference Dividend) / Weighted Average Number of Issued Shares. (Note 4)

1. Cash Flow

2. (1) Cash Flow Ratio = Net Cash Flow from Operating Activities / Circulating Liability.

3. (2) Net Cash Flow Adequacy Ratio = Net Cash Flow from Operating Activities for the Past 5 Years / (Capital Expenditure + Inventory Increase + Cash Dividends) for the Past 5 Years.

4. (3) Cash Flow Reinvestment Ratio = (Net Cash Flow from Operating Activities – Cash Dividend) / (Gross Property, Plant and Equipment + Permanent Investment + Other NonCurrent Assets + Operating Capital). (Note 5)

5. Degree of Leverage

6. (1) Degree of Operating Leverage = (Net Operating Income - Variable Operating Costs and Expenses) / Operating Profit

7. (2) Degree of Financial Leverage = Operating Profit / (Operating Profit - Interest Expense).

8. Note 4: The above formula for earnings per share shall be calculated with special attention to the following matters:

9. The weighted average is based on the number of ordinary shares, not the number of issued shares at the end of the year.

10. Traders with cash additions or treasury stocks shall calculate the weighted average shares, taking into account their period of circulation.

11. Where there is surplus to capital increase or capital reserve to capital increase, when calculating the earnings per share of previous years and half years, it shall be retroactively adjusted according to the proportion of capital increase, and it is not necessary to consider the issuance period of such capital increase.

12. If the preferred stocks are non-convertible accumulated special stocks, the current year dividend (whether or not issued) shall be deducted from the net after-tax profit or increased net after-tax loss. If the preferred stocks are non-cumulative in nature, the dividend of the preferred stocks shall be deducted from the net after-tax profit if there is net after-tax profit; If it is a loss, it needs not be adjusted.

13. Note 5: The cash flow analysis shall be calculated with special attention to the following matters:

14. Net cash flow of operating activities refers to the net cash inflow of operating activities in the cash flow table.

15. Capital expenditure refers to the annual cash outflow from capital investment.

16. The goods on hand increase is only recorded when the ending balance is greater than the opening balance. If the inventory decreases at the end of the year, it will be counted as zero.

17. Cash dividends include cash dividends for ordinary shares and preferred stocks.

18. Gross property, plant and equipment refers to the total amount of property, plant and equipment before the deduction of accumulated depreciation.

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• Note 6: The issuer shall classify the various operating costs and operating expenses into fixed and variable according to their nature, and shall pay attention to the reasonableness and maintain the consistency if it involves estimation or subjective judgment.

• Note 7: The ratio of paid-in capital of a foreign company shall be calculated on the basis of the ratio of net value.

• (III) Other important information that can enhance the understanding of the financial position, operating results and cash flow or its trend: None.

~78~

• 3.Audit Committee's audit report of the most recent annual financial

report

Hotel Holiday Garden

Audit Report from the Auditing Committee

The Board is expected to send the 2020 company's annual business report including the individual financial report, the consolidated financial report, and the proposal of surplus distribution. Upon the inspection of the Audit Committee, and no discrepancy found, and the report is prepared according to Article 14-4 of the Securities & Exchange Act and Article 219 of the Company Act, the aforementioned financial statements and documents are fairly presented as stated.

Regards

The 2021 Annual Meeting of Shareholders of Hotel Holiday Garden

Auditing Committee

GUO-YIN LU, Convener

March 24,2021

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1. The most recent annual financial statements including the audited statements of the accountant, the Balance Sheet, the Income Sheet, the Statement of Changes in Shareholders' Equity, the Statement of Cash Flows, and the notes or tables, with two years comparison.

attachment1

Independent Accountant ’ s Report

(2021.) Tsai Shen Pao Tzu No.20004341

Holiday Garden International Ltd ：

Opinion

The individual balance sheets of Hotel Holiday Garden for the years of 2020 and December 31, 2019,and the individual comprehensive income statements for the years for 2020 and January 1 to December 31, 2019, Statement of changes in equity, individual Statements of Cash Flows, and individual financial statement (including the summary of major accounting policies), have been checked by the accountant.

In accordance with the opinion of the accountant, the above individual financial statements are prepared in line with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, which is sufficient to express the 2020 and December 31, 2019 individual financial status of Hotel Holiday Garden, and the 2020 and January 1 to December 31, 2019 individual financial performance and individual cash flow.

Basis for opinion

The audit is carried out in accordance with the rules governing “Auditing and Certifications of Financial Statements by Certified Public Accountants” and the generally accepted auditing standards of the Republic of China. The responsibility of the accountants under these standards will be further explained in the accountability section of the accountant's audit of individual financial statements. In accordance with the professional ethics of the CPA accountant, it has maintained its detached independence from Hotel Holiday Garden and fulfil other responsibilities. The accountant believes that sufficient and appropriate evidence of the audit has been obtained as a basis for expression of the opinion.

Key audit matters

The auditing of key matters refer to the most important matters of the audit of the 2020 individual financial statements of Hotel Holiday Garden in accordance with the professional judgment of the accountant. These matters have been dealt with in the process of auditing the overall individual financial statements and forming a review opinion. The accountant will not make a separate opinion.

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The key check items for the 2020 individual financial statements of Hotel Holiday Garden are as follows:

Intangible assets impairment evaluation

Description

For accounting policies of investment using the equity method, please refer to Note 4(12) of the consolidated financial statements. For the uncertainty of the accounting estimates and assumptions of the investment impairment assessment using the equity method, please refer to appendice 5 (2) of the individual financial statements. For the description of the equity method investment, please refer to appendice 6 (4) of the individual financial statements.

The carrying amount of intangible assets and class of property, plant and equipment as of December 31, 2020 of the Group US subsidiary is NT$3,916,723,000, accounting for 56% of the total amount of the total consolidated assets. The booming of a wide variety of hotels and accommodations and the fierce competition in the hospitality industry in recent years And as a result of the impact of the COVID-19 pneumonia outbreak, the management of the Company has identified property, plant and equipment and intangible assets of certain subsidiaries as having indications of possible impairment. and to use the estimated future cash flows of each subsidiary and an appropriate discount rate for discounting to measure the recoverable amount of each cash generating unit and to use this information for evaluating the impairment of intangible assets.

The experts appointed by management measure the recoverable amounts of property, plant and equipment and intangible assets at fair value less costs of disposal. As the aforementioned estimation of future cash flows and the appraisal report issued by the experts involve a number of assumptions that could result in a material impact on the measurement of recoverable amount, therefore, intangible asset impairment evaluation is chosen to be one of the key audit matter of this year.

Corresponding audit program

We have implemented the following audit program corresponding to the aforementioned audit matter:

1. We have learned to understand and evaluate management's operating procedure for estimating the subsidiaries’ future cash flows and verified that their cash flows are

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consistent with the business plan approved by the Board of Directors.

1. Evaluate the reasonableness of key assumptions used by management to estimate future cash flows.

2. We also evaluated the reasonableness by comparing the parameter and the discount rate of the recoverable amount.

3. Obtain an appraisal report from an expert appointed by management and evaluate the independence, professional competence and suitability of the expert.

4. Review the contents of the appraisal report to understand and assess the reasonableness of the sources of information, evaluation methods and conclusions used in the expert's report.

Responsibility of management and governing units regarding the consolidated financial statements

The management's responsibilities are based on the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and maintain the necessary internal controls relating to the preparation of the individual financial statements to ensure that there are no significant misrepresentations of fraud or errors in the individual financial statement.

In the preparation of the consolidated financial statements, the management's responsibilities also including assessment of the ability of the Hotel Holiday Garden to continue its operations, the disclosure of related matters, and the adoption of the accounting basis for its continuing operation, unless the management intends to liquidate the Hotel Holiday Garden or cease its operations, or if there is no other options that are practical or feasible, but to liquidate or cease its operations.~19~

Those charged with governance(including the Supervisor) of Hotel Holiday Garden are responsible for overseeing the process of financial reporting.

The responsibility of the Accountant to audit the consolidated financial statements

The objectives of the Accountant auditing the consolidated financial statements are to obtain reasonable assurance about the financial statements as a whole are free from any material misrepresentation due to fraud or error and to issue an audit report. Reasonably assurance refers to a high level of assurance, but the verification work carried out in accordance with the generally accepted auditing standards of the Republic of China cannot guarantee that the significant misrepresentation of the consolidated financial statements can be detected. False expressions may be caused by fraud or errors. If the amount is misstated, individually or in

~82~

aggregation, this would reasonably expected to affect the economic decision made by the consolidated financial statement users, and this will be considered to be significant impact. In accordance with the generally accepted auditing standards of the Republic of China, the Accountant exercised professional judgment and maintained professional skepticism. The accountant also performs the following tasks.

• 1.We identified and assessed the significant misrepresentation of the consolidated financial statements due to fraud or error; designed and implemented appropriate response measures for the assessed risks and to obtain sufficient and appropriate evidence to check as the basis for the review. Because fraud may involve conspiracy, forgery, intentional omission, false statement or overstepping internal control, the risk of significant misrepresentation due to fraud not being detected is higher than the cause of the error.

• We obtained the necessary understanding of the internal control of the audit to design an appropriate check procedure at the time, but the purpose is not to express an opinion on the effectiveness of the internal control of the Hotel Holiday Garden.

• Assessment of the appropriateness of accounting policies adopted, and the rationality of accounting estimates and related disclosures made by the management.

• 4.Conclusions are drawn on the basis of audit evidence obtained, whether the management adopts the appropriateness of the basis of continuing operations accounting and whether there are significant uncertainties in the events or circumstances that may cause significant doubts about the ability of the Hotel Holiday Garden to continue operation.

• 5.Evaluate the overall presentation, structure and contents of the consolidated financial statements (including related notes) and whether the individual financial statements represent the underlying transactions and events

• 6.Opinions expressed regarding the consolidated financial statements are based on sufficient and appropriate evidence obtained for the financial information of the entities of the Hotel Holiday Garden. The accountant is responsible for the guidance, supervision and execution of the audition and providing the audit opinions

Communication with those charged with governance regarding the planned scope and the timing of inspection, and major findings (including significant internal control shortcomings identified during the audit).

We have also provided those charged with governance the statement that the personnel of our accounting firm subject to the requirements of independence have complied with the requirements of independence of the code of professional ethics of certified public accountants of the Republic of China and communicate with those charged with governance relationships and other matters that may influence our independence (including related preventive measures).

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We described these matters in the accountant’s report, unless the laws and regulations prohibit such disclosure or under rare condition that we decide not to communicate a given matter because the negative impact from such communication may override its public benefits under reasonable assumption.

PwC Taiwan Independent accountants Wu Chien-chih Wang,Kuo-hua Financial Supervisory Commission Approval certificate No.: Chin Kuan Cheng Shen Tzu No. 1010015969 Former Financial Supervisory Commission of Executive Yuan

Approval certificate No.: Chin Kuan Cheng Shen Tzu No. 1030027246

March 24, 2021

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Assets Current assets 1100 Cash and cash equivalents 1136 Net notes receivable 1150 Net accounts receivable 1170 Other accounts receivable 1200 Tax assets 130X Advance payments 1410 Other financial assets - current 1479 Other current assets - others 11XX Total current assets Non-current assets 1550 Investments accounted for using the equity method 1600 Property, plants, and equipment 1755 Right-of-use asset 1840 Deferred tax assets 1920 Guarantee deposits paid 15XX Total non-current assets 1XXX Total Assets	Holiday Garden International Ltd. Parent Company Only Balance Sheet December 31 of 2020 and 2019 D e c e m b e r 3 1 , 2 0 2 0 Notes A m o u n t % 6(1) $ 60,874 2 8 973,505 31 6(2) - - 6(2) 4,099 - 141 - 6(3) 925 - 2,586 - 162 - 1,042,292 33 6(4) 1,332,315 43 6(5) and 8 662,177 21 6(6) 3,396 - 6(21) 90,695 3 733 - 2,089,316 67 $ 3,131,608 100	Unit: NT$1,000 D e c e m b e r 3 1 , 2 0 1 9 A m o u n t % $ 91,968 3 998,986 29 938 - 6,428 - 2,874 - 993 - 2,306 - 241 - 1,104,734 32 1,654,003 47 686,263 19 1,957 - 56,921 2 378 - 2,399,522 68 $ 3,504,256 100
		A m o u n t $ 91,968 998,986 938 6,428 2,874 993 2,306 241 1,104,734 1,654,003 686,263 1,957 56,921 378 2,399,522 $ 3,504,256

(Next page)

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Holiday Garden International Ltd. Parent Company Only Balance Sheet December 31 of 2020 and 2019

																Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
				D e c e		m b e r 3 1 , 2			0 2	0	D e c e			m b e r		3 1 , 2 0 1		9
	Liabilities and equity	Notes		A	m	o	u	n t	%		A		m	o	u	n t	%
	Current liabilities
2100	Short-term borrowings	6(7) and 8		$			1,609,599		51			$			1,530,000		44
2110	Short-term notes and bills payable	6(8)					130,000			4					130,000			4
2130	Contractual liabilities - current	6(14)						8,506		-						8,196		-
2150	Notes payable							-		-						322		-
2170	Accounts payable							3,140		-						2,519		-
2200	Other accounts payable							15,183		1						15,663		-
2230	Income tax liabilities							66		-						1,370		-
2280	Unearned receipts							1,287		-						586		-
2320	Long-term liabilities - current portion	6(9) and 8						18,597		1						52,196		2
2399	Other current liabilities - others							2,667		-						2,529		-
21XX	Total current liabilities						1,789,045		57						1,743,381		50
	Non-current liabilities
2540	Long-term borrowings	6(9) and 8						13,948		-						56,010		1
2570	Deferred income tax liabilities	6(21)					236,212			8					285,764			8
2580	Lease obligation -non current							2,120		-						1,389		-
2610	Long-term notes and accounts	6(5)
	payable						127,577			4					127,577			4
2645	Guarantee deposits received							755		-						870		-
25XX	Total non-current liabilities						380,612		12						471,610		13
2XXX	Total liabilities						2,169,657		69						2,214,991		63
	Equity
	Capital stock	6(11)
3110	Common share capital						1,104,856		35						1,104,856		32
	Capital surplus	6(12)
3200	Capital surplus							2,169		-						2,169		-
	Retained earnings	6(13)
3310	Legal reserve							82,561		3						82,561		2
3320	Special reserve							71,161		2						71,161		2
3350	Retained earnings		(				182,800) (			6 )						87,509		3
	Other equity
3400	Other equity		(				115,996) (			3 )	(					58,991) (		2)
3XXX	Total equity
	Major events after the reporting
	period						961,951		31						1,289,265		37
3X2X	Total liabilities and equity			$			3,131,608		100			$			3,504,256		100

Please refer to notes of parent company only financial statements provided at the end, which is part of this parent
company only financial report.

Chairperson of the Board: Chen Hai-niManager: Chen Hai-ni

Accounting Director: Yu Su-ling

~86~

Holiday Garden International Ltd.

Parent Company Only Statement of Comprehensive Income
January 1 to December 31 of 2020 and 2019

Item		Unit: NT$1,000 (Except earnings (loss) per share, which is in NT$1.00) 2 0 2 0 2 0 1 9 Notes A m o u n t % A m o u n t % 6(14) $ 95,867 100 $ 153,657 100 6(3)(19)(20) ( 41,621) ( 44) ( 51,762) ( 34) 54,246 56 101,895 66 6(19)(20) ( 94,578 ) ( 99) ( 106,647) ( 69) 12(2) ( 447) - ( 125) - ( 95,025) ( 99) ( 106,772) ( 69) ( 40,779) ( 43) ( 4,877) ( 3) 6(15) 12,381 13 21,077 14 6(16)and7 13,178 14 3,078 2 6(17) ( 52,755 ) ( 55) ( 31,595) ( 21) 6(18) ( 21,832 ) ( 23) ( 21,375) ( 14) 6(4) ( 250,432) ( 261) 34,605 23 ( 299,460) ( 312) 5,790 4 ( 340,239 ) ( 355) 913 1 6(21) 69,930 73 ( 5,605) ( 4) ($ 270,309) ( 282) ($ 4,692) ( 3) 6(4) ( $ 71,256 ) ( 74) ($ 43,314) ( 28) 6(21) 14,251 15 8,663 5 ($ 57,005) ( 59) ($ 34,651) ( 23) ($ 327,314) ( 341) ($ 39,343) ( 26) 6(22) ( $ 2.45) ($ 0.04) ( $ 2.45) ($ 0.04)
4000 Operating revenue 5000 Operating cost 5900 Operating gross profit Operating expenses 6200 Management expense 6450 Expected credit impairment loss 6000 Total operating expense 6900 Operating loss Nonoperating income and 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial cost 7070 Share of profit or loss of 7000 Total non-operating income 7900 Net profit (loss) before tax 7950 Income tax (expense) benefits 8200 Net profit (loss) Other comprehensive income Items may be subsequently 8361 Exchange differences on 8399 Income tax of items that may be 8300 Other comprehensive income 8500 Total comprehensive income Earnings (loss) per share 9750 Basic 9850 dilution

Please refer to notes of parent company only financial statements provided at the end, which is part of
this parent company only financial report.

Chairperson of the Board: Chen Hai-ni Manager: Chen Hai-ni

Accounting Director : Yu Su-
ling

~87~

Holiday Garden International Ltd. Parent Company Only Statements of Changes in Equity January 1 to December 31 of 2019 and 2018

Unit: NT$1,000
RetainedearningsOtherequity
Exchange
diffe ren ces
Additional paid on translation of
Share capital -in capital - Retained foreign financial
NotescommonstockinexcessofparLegalreserveSpecialreserveearningsstatementsTotal

2019

Balance, January 1, 2019 Net loss Other comprehensive income Total comprehensive income 2018 Appropriation and distribution of retained earnings: Legal reserve Stock dividends 6(13) Cash dividends 6(13) Balance, December 31, 2019 2020 Balance, January 1, 2020 Net income Other comprehensive income Total comprehensive income Balance, December 31, 2020	$ 1,023,015 - - - - 81,841 - $ 1,104,856 $ 1,104,856 - - - $ 1,104,856	$2,169 - - - - - - $2,169 $ 2,169 - - - $ 2,169	$ 61,295 - - - 21,266 - - $82,561 $82,561 - - - $ 82,561	$ 71,161 $ 215,768 ( $ 24,340 ) $ 1,349,068 - ( 4,692 ) - ( 4,692 ) - - ( 34,651 ) ( 34,651 ) - ( 4,692 ) ( 34,651 ) ( 39,343 ) - ( 21,266 ) - - - ( 81,841 ) - - - ( 20,460 ) - ( 20,460 ) $71,161 $87,509 ( $58,991 ) $ 1,289,265 $71,161 $87,509 ( $58,991 ) $ 1,289,265 - ( 270,309 ) - ( 270,309 ) - - ( 57,005 ) ( 57,005 ) - ( 270,309 ) 57,005 ) ( 327,314 ) $ 71,161 ($ 182,800 ) ( $ 115,996 ) $ 961,951

Please refer to notes of parent company only financial statements provided at the end, which is part of this parent company only financial report.

Manager: Chen Hai-ni

Accounting Director: Yu
Su-ling

Chairperson of the Board: Chen Hai-ni

~88~

Holiday Garden Hotel Co., Ltd. Parent Company Only Cash Flow Statement January 1 to December 31 of 2020 and 2019

Cash flows from operating activities Net profit (losses) before tax Adjustments: Revenue/expenses Provision for bad debt expense Depreciation expenses Profit on lease modification Interest expense Interest income Share of profit of subsidiaries, associates, joint ventures accounted for using equity method Loss on disposal and write-off of property, plants, and equipment Changes in assets/liabilities related to operating activities Net changes in assets related to operating activities Notes receivable Accounts receivable Inventories Advance payments Other current assets - others Net changes in liabilities related to operating activities Contractual liabilities - current Notes payable Accounts payable Other accounts payable Unearned receipts Operating cash inflows (outflows) Interests received Interests paid Income taxes paid Net cash outflows from operating activities Cash flows from investment activities Acquired in amortised cost of a financial asset Disposal in amortised cost of a financial asset Acquisition of investments accounted for using the equity method Cash returned from capital reduction of investments accounted for using the equity method Acquisition of property, plants, and equipment Disposal of property, plants, and equipment Increase (decrease) in guarantee deposits paid Net cash outflows from investment activities

Unit: NT$1,000 Notes 2020 2019 ( $ 340,239 ) $ 913 12(2) 447 125 6(5)(6)(19) 26,210 28,836 6(6) ( 16 ) - 6(18) 21,832 21,375 6(15) ( 12,381 ) ( 21,077 ) 6(4) 250,432 ( 34,605 ) 6(17) - ( 62 ) 938 ( 538 ) 1882 ( 796 ) 68 ( 661 ) ( 280 ) ( 118 ) 79 ( 148 ) 310 1,229 ( 322 ) ( 1,044 ) 621 ( 2,922 ) ( 726 ) 2,758 138 830 ( 51,007 ) ( 5,905 ) 15,114 21,558 ( 21,586 ) ( 21,387 ) ( 449) ( 2,149) ( 57,928) ( 7,883) - ( 409,760 ) 25,481 - 6(4) - ( 400,000 ) 6(4) - 605,915 6(23) ( 1,599 ) ( 1,973 ) - 495 ( 355) 709 23,527( 204,614)

Please refer to notes of parent company only financial statements provided at the end, which is
part of this parent company only financial report.。

Chairperson of the Board: Chen Hai-Ni Manager: Chen Hai-Ni

Accounting Director : Yu Su-
ling

~89~

Holiday Garden Hotel Co., Ltd. Parent Company Only Cash Flow Statement January 1 to December 31 of 2020 and 2019

Cash flows from fundraising activities Increase in short-term borrowings Decrease in short-term borrowings Lease capital repayment Long-term borrowings Payments of long-term borrowings Increase in guarantee deposits received Distribution of cash dividends Net cash inflows from fundraising activities Increase in cash and cash equivalents Cash and cash equivalents, beginning of the period Cash and cash equivalents, end of the period

Unit: NT$1,000 Notes 2020 2019 6(24) 1,791,099 1,660,000 6(24) ( 1,711,500 ) ( 1,334,500 ) 6(24) ( 516 ) ( 573 ) 6(24) - 20,000 6(24) ( 75,661 ) ( 51,086 ) ( 115 ) 115 6(13) - ( 20,460) 3,307 273,496 ( 31,094 ) 60,999 6(1) 91,968 30,969 6(1) $ 60,874$ 91,968

Please refer to notes of parent company only financial statements provided at the end, which is
part of this parent company only financial report.。

Chairperson of the Board: Chen Hai-Ni Manager: Chen Hai-Ni

Accounting Director : Yu Su-
ling

~90~

Holiday Garden International Ltd. Notes for Parent Company Only Financial Statements 2020 and 2019

Unit: NT$1,000 (Unless otherwise noted) )

1. Company milestones

Holiday Garden International Ltd. (the “Company”) was established in July 1959, and the primary scope of business includes tourism hotels and attached restaurants and swimming pools. The Company has been a Taiwan Stock Exchange Corporation (TSEC) listed company since February, 1965 。

2. Date and procedure of approval of the financial report

This parent company only financial report has been approved and issued by the Board of Directors on May 24, 2021 。

3. Applicability of newly issued and revised standards and interpretations

(1) Impacts from adopting the latest, amended and revised International Financial Reporting Standards (IFRS) approved by the Financial Supervisory Commission (ROC)

The following table summarizes the latest, amended and revised IFRS standards and interpretations applicable for 2020 approved by the Financial Supervisory Commission:

and interpretations applicable for 2020 approved by the Commission:	Financial Supervisory
Newly issued/revised/amended standards and interpretations Amendments to IAS 1 and IAS 8 “Disclosure Initiative -Definition of materiality” Amendments to IFRS3 “Definition of a Business” Amendments to IFRS 9,IAS 39 and IFRS 7 “Interest Rate Benchmark Reform” Amendments to IFRS 16, "Covid-19-Related Rent Concessions" Note: The FSC allows early application on January 1, 2020.	Effective date of issuance by International
	Accounting Standards Board January 1, 2020 January 1, 2020 January 1, 2020 January 1, 2020

The Company has determined that the above standards and interpretations have no material effect on the Company’s financial conditions and performance.

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(2) Impacts from not adopting the latest, amended and revised International Financial Reporting Standards (IFRS) approved by the Financial Supervisory Commission (ROC)

The following table sets forth the newly issued, amended and revised IFRSs recognized by FSC and their interpretations for the year ended December 31, 2021.

Effective date of issuance by International Accounting Standards Newly issued/revised/amended standards and interpretations Board Amendments to IFRS 4 "Extension of the Temporary Exemption from January 1, 2021 Applying IFRS 9 Amendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS16 “Interest January 1, 2021 Rate Benchmark Reform—Phase 2 ”

The Company has determined that the above standards and interpretations have no material effect on the Company’s financial conditions and performance.

• (3) Impacts from International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB) but not yet approved by the Financial Supervisory Commission (ROC)

The following table summarizes the latest, amended and revised IFRS standards and interpretations but not yet approved and included by the Financial Supervisory Commission:

Effective date of issuance by International Accounting Standards Newly issued/revised/amended standards and interpretations Board Amendments to IFRS 3 “Reference to the Conceptual Framework ” January 1, 2022 Amendments to IFRS 10 and IAS 28, "Sale or Contribution of Assets Pending IAS Board between an Investor and its Associate or Joint Venture". decisions IFRS 17"Insurance Contracts". January 1, 2023 Amendments to IFRS 17"Insurance Contracts" January 1, 2023 Amendments to IAS 1"Classification of Liabilities as Current or NonJanuary 1, 2023 current". Amendments to IAS 1"Disclosures to accounting Policies" January 1, 2023 Amendments to IAS 8"Definition of Accounting Estimates" January 1, 2023

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Amendments to IAS 16 "Property, Plant and Equipment: Proceeds January 1, 2022 before Intended Use"

Amendments to IAS 37 "Onerous Contracts—Cost of Fulfilling a January 1, 2022 Contract" Annual improvement for the 2018-2020 cycle January 1, 2022

The Company has determined that the above standards and interpretations have no material effect on the Company’s financial conditions and performance.

4. Summary of significant accounting policies

The major accounting policies adopted for preparing these parent company financial statements are described below. Unless otherwise specified, these policies are consistently applied in the entire period reported.

(1) Statement of compliance

This parent company only financial report is prepared in accordance with

Regulations Governing Preparation of Financial Reports by Securities Issuers.

• (2) Basis of preparation

• 1.This parent company only financial report is prepared based on the historical cost .

2. Some material accounting estimation are used in preparing financial statements based on IFRS and IAS approved by the Financial Supervisory Commission and the related interpretations, and interpretative bulletins (IFRSs). When applying the Company's accounting policies, management also needs to make judgment, which involves accounts of a high level of decision-making and complexity or accounts associated with material assumption and estimation in the parent company only financial report. Please refer to Not 5 attached.

• (3) Foreign currency translation

Accounts listed in the Company’s parent company only financial report are based on the money (i.e., functional currency) of the primary economic environment. This parent company only financial report is presented in New Taiwanese Dollars (NT$), which is the Company’s functional and presentation currency.

1. Foreign currency transaction and balance

2. (1) For foreign currency transactions, spot rate of exchange on the trading day or the measurement date is used for functional currency translation, and the resulting exchange differences are recognized in profit or loss.

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  - (2) Foreign currency monetary assets and liabilities balance is adjusted based on the spot exchange rate on the balance sheet date, and the resulting exchange differences are recognized in profit or loss.

  - (3) Foreign currency monetary assets and liabilities balance is measured at fair value through profit or loss and adjusted using the spot exchange rate o n the balance sheet. The resulting exchange differences are recognized in profit or loss. For foreign currency monetary assets and liabilities balance that is measured at fair value through other comprehensive income, it is adjusted using the the spot exchange rate on the balance sheet day. The resulting exchange differences are recognized in the account of other comprehensive income. As for those not measured at fair value, they are measured at the historical exchange rate on the initial transaction day.

  - (4) All exchange gains or losses are recognized in “other gains and losses” in the statement of comprehensive income.

2. Translation of foreign financial statements

  - `(1)` All the group entities that have a functional currency different from the presentation currency are translated into the presentation currency as follows: `：`

     - `A.` The assets and liabilities of each balance sheet presented are translated at the closing rate of that balancesheet date `；`

     - `B.` The income and expenses of each statement of comprehensive income are translated using the current average exchange rate, and

     - `C.` Exchange differences generated from translation are recognized in other comprehensive profit/loss `.`

  - `(2)` When a foreign operation is partially disposed of or sold, it will be recognized in the accumulated exchange differences of other comprehensive income and reclassified to the non-controlling interests of that specific foreign operating entity. However, when the Company loses the control of a foreign operating subsidiary, even if the Company still keeps partial equity of this former subsidiary, it is treated as disposing all equity of this foreign operating subsidiary.

• (4) Classification of current and non -current assets and liabilities

• Assets that meet one of the following criteria are classified as current assets ：

  • (1)Assets expected to be realized in the normal operating cycle or intended to be sold or consumed.

  • (2)Liabilities held primarily for transaction purposes.

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• (3)Liabilities that are to be paid off within 12 months after the balance sheet date 。

• (4)Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Classification of liabilities for which, at the option of the counterparty, repayment is required for the issue of equity instruments is not affected

• The Company classifies all liabilities that do not meet the above criteria as non - current.

• Liabilities that meet one of the following criteria are classified as current liabilities ：

• (1)Liabilities expected to be paid off in the normal operating cycle.

• (2)Liabilities held primarily for transaction purposes.

• (3)Liabilities that are to be paid off within 12 months after the bal ance sheet date.

• (4)Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Classification of liabilities for which, at the option of the counterparty, repayment is required for the issue of equity instruments is not affected.

The Company classifies all liabilities that do not meet the above criteria as non - current.

• (5) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments, which can be readily converted to fixed cash and has an insignificant risk of value change. Time deposits are classified as cash equivalents because they meet the above definition and their holding satisfies short-term cash

commitments for operation .

• (6) Financial assets at amortized cost

1. Finanacial assets at cost are corresponding to the following conditions ：

  - `(1)` The business model of the company which owns such financial assets is to collect the contractual cash flows as purpose.

  - (2) The contractual cash flows of specific financial asset under consideration are on account of repayment of principal and interest and they occur on specified dates.

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2. The Group uses trade day accounting for financial assets measured at amortized cost through profit or loss and satisfying the accounting practice.

3. The Group measured transaction cost of initial recognition which reported at fair value .Using the effective interest method and is recognized in profit and loss which are recognized in profit and loss when the asset is derecognized.

• 4.Time deposits held by the parent company that do not qualify as cash equivalents are measured at the investment amount because the effect of cash discounting is not significant due to the short holding period.

• (7) Accounts and notes receivable

1. This term refers to accounts and notes granting an unconditional right to receive consideration in exchange for transferred goods or rendered services in accordance with the contract.

2. For short-term accounts receivable without interest payment, they are measured at the original invoice amount because of insignificant effect of discounting.

(8) Impairment loss on financial assets

• The Company assesses the financial assets measured at amortized cost based on all reasonable and evidence-supported information (including those on a prospective basis) at each balance sheet date. For financial assets exposed to significantly increasing credit risk after the initial recognition, the Company measures the loss allowance for 12-month expected credit losses.

• For financial assets exposed to significantly increasing credit risk since the initial recognition, the Company measures the loss allowance fo r the financial assets at an amount equal to the lifetime expected credit losses.

• For accounts receivable that does not contain a significant financing component, the Company measures the loss allowance at an amount equal to lifetime expected credit losses for trade receivable .

(9) Derecognization of financial assets

The Company derecognizes a financial asset if one of the following

conditions is met ：

1. The contractual rights to receive cash flows from the financial asset expire.

1. The contractual rights to receive cash flows from the financial asset are transferred, and almost all risks and rewards of the ownership of the financial asset have been transferred.

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1. The contractual rights to receive cash flows from the financial asset are transferred, and the control over the financial asset is not kept.

2. (10) Operating lease (lessor)

Payments received under operating leases, net of any incentives given to the lessees, are recognized in profit or loss on a straight-line basis over the term of the lease.

• (11) Inventories

Inventories are measured at the lower of cost and net realizable value, and the cost is determined by the weighted average method. The item by item method is adopted to compare between the cost and the net realizable value to decide which one is lower. The net realizable value refers to the estimated sale price in the normal course of business, less relevant variable selling expenses.

• (12) Investments/subsidiaries accounted for using the equity method

• 1.Subsidiaries refer to entities controlled by the Company (including structure entities). When the Company is exposed to variable rewards from participating in that entity or entitled to rights to said variable rewards and the Company has the power and ability to affect said rewards of that entity, the Company controls said entity.

• 2.The unrealized profit or loss generated from transactions between the Company and the subsidiary has been eliminated. Necessary adjustment of accounting policies of the subsidiary has been made so it is consistent with policies of the Company.

• 3.The Company recognizes the share of profit or loss after acquiring the subsidiary in profit or loss, and as for the share of other comprehensive income after the acquisition, it is recognized in other comprehensive income. If the Company’s recognized share of impairments of a subsidiary is equal to or more than its equity of the subsidiary, the Company shall continue to recognize the loss in proportion to the Company’s percentage of ownership in the subsidiary.

• 4.In accordance with the Regulations Governing Preparation of Financial Reports by Securities Issuers, the profit or loss and other comprehensive income of the parent company only financial report should be the same as the share of the profit or loss and other comprehensive income belonging to the owner of the

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parent company in the consolidated financial report. The owner's equity in the parent company only financial report, should be the same as the equity belonging to the owner of the parent company in the consolidated financial report.

(13) Property, plants, and equipment

1. Property, plants, and equipment are carried at acquisition cost, and the related interests during the construction period are capitalized.

2. Subsequent cost may become a carrying amount of the assets or be recognized as a single asset only if future economic benefits associated with this item may flow into the Company, and the cost of this item can be reliably measured. The carrying amount of the replaced part should be derecognized. All other repair and maintenance expenses are recognized in profit or loss when they are incurred.

3. Property, plants, and equipment are measured subsequently using the cost model. Except land, which is not depreciated, all others are depreciated by the straightline method according to the estimated useful lives. Significant components of property, plants, and equipment should be depreciated separately.

4. The Company reviews each asset’s residual value, useful life, and depreciation method at the end of each fiscal year, and if the expected residual value and useful lives are different from the previous estimation or if the expected consumption type of future economic benefits of a given asset has any material change, the stipulation on changes in accounting estimates from IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors is adopted for treatment. The useful lives of assets are listed below ：

Buildings and structures 2 to 55 years Utility equipment 3 to 15 years Business facilities/equipment 1 to 25 years Other facilities 3 to 8years

(14)Lease transaction of Lessee － Right-of-use asset/Lease obligations

1. Leased assets are recognized as right-of-use assets and lease liabilities at the date they become available for use by the Group. The lease payments are recognized as an expense over the lease term using the straight-line basis when a lease contract is a short-term lease or a lease of a low-value subject asset

2. Recognized the lease obligations as the present value of incremental borrowing rate of interest which lease started. The lease benefit included fixed benefit, and

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deducted any Incentive . Provided the interest during the lease by measuring the cost after amortization whit adopting interest method . The group will reevaluate lease obligations and adjust the right-of-use assets when the lease term or benefit changed by amending non-contract .

3. Right-of-use assets are recognized as cost at the beginning of the lease. The cost includes the original measured amount of the lease liabilities. The useful life of right-of-use assets or the expiry date of the lease term will be provided to be depreciation. The right-if-use asset will adjust any remeasurement of the lease liabilities which is reassessed.

(15) Non-financial asset impairments

The Company estimates the recoverable amount for assets showing impairments at the balance sheet date, and when the recoverable amount of an asset is lower than the book value, it is recognized in impairment losses. The recoverable amount refers to fair value less costs to sell or value in use, whichever is lower. Aside from goodwill, when an asset impairment loss recognized the year before disappears or decreases, reverse the impairment loss, but the increase to the carrying amount of the asset due to the reversal cannot exceed the said asset’s book value without impairment recognized and net of amortization or depreciation.

• (16) Loans

It refers to proceeds from long-term and short-term bank borrowings. The Group recognizes borrowings initially at fair value, net of transaction costs incurred, and subsequently any difference between the proceeds (net of transaction costs) and the redemption value is measured at amortized cost using the effective interest method and recognized as interest expense in profit or loss during the circulating period .

(17) Accounts and notes payable

1. Accounts and notes payable are liabilities for purchases of raw materials, goods or services resulting from operating and non-operating activities.

2. Short-term notes and accounts payable without bearing interest are measured at initial invoice amount because of an insignificant effect of discounting .

(18) Derecognization of financial liabilities

The Company will derecognize a financial liability when the contracted obligations are fulfilled, canceled, or expired 。

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(19) Offset of financial assets and liabilities

Financial assets and liabilities can be offset only if there is the legally enforceable right to do so and the intent is to to settle on a net basis or to realize the asset and settle the liability simultaneously and the net amount has to be stated in the balance sheet.

(20) Employee benefits

1. Short-term employee benefits

Short-term employee benefits are measured at undiscounted amount of prospective payment and are recognized as expenses when related services are rendered.

1. Pensions

Defined contribution plans (DCP)

For defined contribution plans, the contribution amounts for pension are recognized in the current pension expense when they are due on the accrual basis. Prepaid contributions are recognized as assets to the extent of refundable cash or reduction in future payment.

3. Employee compensation and director and supervisor remuneration

• Employee compensation and director and supervisor remuneration are legal or constructive obligations and are recognized as expenses and liabilities when the amount can be reasonably estimated. Deviation between estimated and actual distribution amount shall be treated in accordance with changes in accounting estimates. For stock distribution as employee remunerations, the closing price of the day prior to the resolution of the Board of Directors shall be the basis for calculating the number of shares 。

• (21) Income tax

• 1.Income tax expense Income tax is recognized either in the income statement or in equity if it relates to items that are recognized in other comprehensive income or directly in equity.

• 2.The Company calculates the current income tax using tax rates enacted or substantively enacted by the balance sheet date of the country generating the taxable income from operations Management periodically evaluates the condition of income tax filing in accordance with appropriate income tax related laws and regulations and if applicable shall estimate income tax liabilities based on the expected tax payments to the tax authorities. There is an additional tax of unappropriated earnings according to the Income Tax Act, and after the earning

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distribution is approved at the shareholders’ meeting held in the year following the year the earnings are generated, the tax expense of undistributed earnings shall be recognized based on the actual condition of earning distribution. 。

3. For deferred tax, the balance sheet liability method is adopted, and it is recognized using the temporary differences between the tax bases of assets and liabilities and their carrying amounts in the balance sheet. Deferred tax is not recognized if it is originated from the initial recognition of assets or liabilities in transactions (business merger excluded) and neither accounting profits nor taxable income (or tax losses) was affected at the time of the transaction. Deferred tax is determined using tax rates (and tax laws) enacted or substantively enacted by the balance sheet date, and the tax rates (and tax laws) used are the ones expected to be applicable when realizing related deferred tax assets or repaying related deferred tax liabilities .

4. Deferred tax assets are recognized to the extent when they are highly likely to be used to offset future taxable income, and unrecognized and already recognized deferred income tax assets should be re-evaluated on each balance sheet date.

5. Recognized income tax assets and liabilities of the reporting period are offset only if there is the legally enforceable right to do so and the intent is to settle on a net basis or to realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset only if there is the legally enforceable right to do so and the deferred income tax assets and liabilities related to income taxes are levied by the same taxation authority on either the same taxable entity or different taxable entities, but each entity intends to either settle on a net basis or to realize the assets and settle the liabilities simultaneously.

• (22) Dividend distribution

• Dividends distribution among the Company's shareholders are recognized in the financial report when the Company’s shareholders’ meeting resolved that dividends are to be paid; cash dividend distribution is recognized as liabilities, while share dividend distribution is recognized as stock dividend to be distributed and be converted to common stock on the base day of issuance of new stock 。

• (23) Revenue recognition

• 1.The Company provides accommodations and foodservice related products, and the sales revenue is recognized at the time services are rendered or products are delivered to customers.

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• 2.Sales revenue is recognized as the contractual price net of the estimated price.

• 3.Accounts receivable are recognized at the time services are rendered or products are delivered to customers. Because at that time point the Company has the unconditional right to the contractual price, the consideration can be collected from customers after the time point 。

• (24) Government Grants

Government grants are recognized at fair value when there is reasonable assurance that the enterprise will comply with the conditions attached to the government grant and that the grant will be received. If the nature of the government subsidy is to compensate the Company for expenses incurred, the government subsidy is recognized in profit or loss on a systematic basis in the period in which the related expenses are incurred.

5.Material accounting judgments, estimates and key sources of assumption uncertainty

When preparing this parent company only financial report, the Company's management has applied its judgment on determining the accounting policies used and made accounting estimates and assumptions based on reasonable expectation of future events according to the conditions at the balance sheet date. Material accounting estimates and assumptions may be significantly different from the actual results, and therefore, experiences and other factors are continuously evaluated and adjusted. These estimations and assumptions expose the carrying amounts of assets and liabilities to the risk of material adjustment in the next fiscal year. Uncertainty of material accounting judgments, estimates, and assumptions are described below ：

(1) Critical judgments adopted by accounting policies

The Company has made no critical judgments adopted by accounting policies.

(2) Critical accounting estimates and assumptions

• Evaluation of investment impairment accounted for using the equity method

When there are signs of impairments indicating that a given investment accounted for using the equity method may have been impaired to cause the carrying amount unrecoverable, the Company immediately evaluates the impairment of said investment. The Company evaluates the recoverable amount based on the discounted value of the future cash flows the Company is entitled to from the investee and analyzes the reasonableness of related assumptions .

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6. Details of significant accounts

(1) Cash and cash equivalents

December 31, 2020 December 31, 2019

Cash: Cash in treasury and working funds Checking deposits and demand deposits Cash equivalents: Time deposits:	$ 1,088 $ 1,485 36,204 29,517 37,582 31,002 23,582 60,966 $ 60,874 $ 91,968

• 1.The Company places cash and deposits with multiple reputable banks and financial institutions to disperse credit risk, and therefore, the probability of occurrence of default is very low.

• As of December 31, 2020 and 2019, cash and cash equivalents held by t he Parent Company restricted for pledging purposes have been classified as financial assets measured at amortized cost of $973,505 and $998,986, respectively, based on their liquidity.

• (2) Net amount of accounts and notes receivable

Notes receivable Less: Allowance for doubtful accounts Accounts receivable Less: Allowance for doubtful accounts Notes receivable Less: Allowance for doubtful accounts	December 31, 2020 $ - - $- $ 4,671 ( 572) $ 4,099	December 31, 2019 $ 938 - $ 938 $ 6,553 ( 125) $ 6,428

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1. Aging analysis of accounts and notes receivable ：

Not past due and past due for 1 to 30 days Past due for 31 to 90 days Past due for more than 94 days	$	December 31, 2020 2,244 1,859 568 4,671	December 31, 2019 $ 6,336 1,035 120 $ 7,491	December 31, 2019
	$

The above is the aging analysis based on past due days.

2. The balance of receivable(included note receivable) between the contract and company on December 31 , 2020 ,December 31, 2019 and January 1,2019 are $4,671,$7,491 and $6,157.

3. The Company does not t hold any collateral as security.

4. Without considering the collaterals held or other credit enhancement, the Company's maximum amount of credit risk exposure of the most representing notes receivable for December 31, 2020 and 2019 was NT$0 and NT$938 respectively. The Company's maximum amount of credit risk exposure of the most representing accounts receivable for December 31, 20 20 and 2019 was NT$4,099 and NT$6,428 respectively.

5. For information related to credit risk of accounts and notes receivable, please refer to 12(2) 。

(3) Inventories

Foods and non-alcoholic and alcoholic beverages Foods and non-alcoholic and alcoholic beverages		December 31, 2020	Carrying amount $ 925 Carrying amount $ 993
	Cost $ 925	Allowance for price decline in inventories $- December 31, 2019
	Cost $ 993	Allowance for price decline in inventories $-

The inventory cost that the Company recognized as expenses for 20 20 and 2019 was $12,022 and $17,629 respectively .

(4) Investments accounted for using the equity method

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1. Details of investment accounted for using the equity method are as follows:

January 1 Increase investments accounted for using the equity method Share of investment income accounted for using the equity method Capital stock return of investments accounted for using the equity method Changes in other equity December 31 Holiday Garden International Ltd. Holiday Garden Development Co., Ltd.	2020 $ 1,654,003 - ( 250,432) - ( 71,256) $ 1,332,315 December 31, 2020 $ 1,284,466 47,849 $ 1,332,315	2019 $ 1,868,627 400,000 34,605 ( 605,915) ( 43,314) $ 1,654,003 December 31, 2019 $ 1,603,478 50,525 $ 1,654,003

2. Information of the Company’s subsidiaries are presented in Note 4(3) of the Company's 2019 consolidated financial statements.

• (5)Property, plants, and equipment

1. The book value of property, plants, and equipment is presented below ：

e book value of property, plants,	and equipment is pre	sented below：
Land Buildings and structures Utility equipment Business facilities/equipment Other facilities	December 31, 2020 $ 481,493 161,188 5,784 12,847 865 $ 662,177	December 31, 2019
		$ 481,493 181,294 7,850 14,785 841
		$ 686,263

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2. Changes in property, plants, and equipment are as follows ：

Cost Opening balance Land $ 481,493 Buildings and structures 618,173 Utility equipment 32,288 Business facilities/equipment 42,047 Other facilities 3,965 $ 1,177,966 使用滑鼠雙擊這裡以編輯新增的表格段。 Cost Opening balance Land $ 481,493 Buildings and structures 617,874 Utility equipment 31,320 Business facilities/equipment 47,182 Other facilities 3,965 $ 1,181,834		2020	2020		Closing balance $ 481,493 618,478 32,454 42,836 4,304 $ 1,179,565 Closing balance $ 481,493 618,173 32,288 42,047 3,965 $ 1,177,966
		Addition Reduction $ - $ - 305 - 166 - 789 - 339 - $ 1,599 $- 2019
	Opening balance $ 481,493 617,874 31,320 47,182 3,965 $ 1,181,834	Addition $ - 299 968 706 - $ 1,973	Reduction $ - - - ( 5,841) - $-

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Accumulated depreciation and impairment	2020	2020
	Opening balance Addition $ 436,879 $ 20,411 24,438 2,232 27,262 2,727 3,124 315	Reduction $ - - - -	Closing balance $ 457,290 26,670 29,989 3,439
Buildings and structures Utility equipment Business facilities/equipment Other facilities
	$ 491,703 $ 25,685	$-	$ 517,388

Accumulated depreciation and impairment	2019	2019
	Opening balance Addition $ 414,614 $ 22,265 22,094 2,344 29,504 3,166 2,654 470	Reduction $ - - ( 5,408) -	Closing balance $ 436,879 24,438 27,262 3,124
Buildings and structures Utility equipment Business facilities/equipment Other facilities
	$ 468,866 $ 28,245	($ 5,408)	$ 491,703

3. In accordance with Kaohsiung Urban Development Kuei Tzu No. 10234984600 correspondence on October 28, 2013, the Company applied for making payment by installments for converting governmental land to commercial land in the land conversion urban plan, and the total amount to b e paid is NT$212,628. The Company made the first installment payment of NT$85,051, and the remaining amount was paid by the second and third installment payments of $63,788 and $63,789 respectively. These payments had to be made before applying for the con struction permit or the issuing of the change of use permit, and they were recognized in 2013 (The balance at December 31, 20 20 and 2019 was stated as long-term notes and accounts payable of $127,577).

4. There was no borrowing cost capitalization of the Company’s property, plants, and equipment in 2020 and 2019.

1. For information on using property, plants, and equipment for guarantees, please refer to Note 8 .

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－ (6)Lease transaction Lessee

• 1.The lease assets of the company included buildings and multifunctional office machine, and the terms between 2 to 3 years. The contract included different provisions and requirements, and no other restriction except using the assets as the guarantee to debit, credit and the consent of the lessor is required for subleasing to a third party.

• 2.The operating equipment of company included part of buildings and official vehicles and there terms are not over 12 months, they all belong to leases of low-value assets.

3. Information of the carrying amounts of right-of-use assets and recognized depreciation expense as the below:

		2020
January 1 Adding Depreciation expense Dispositions December 31	Building $ 1,861 2,813 ( 312) (1,862) $ 2,500	Transportation Equipment $ - 1,013 ( 141) - $872	Business Equipment $ 96 - ( 72) - $ 24	Total
				$ 1,957 3,826 ( 525) (1,862)
				$3,396

		2019
January 1 Adding Depreciation expense December 31	Building $ 2,380 (519) $ 2,500	Transportation Equipment $ - - - $-	Business Equipment $ 157 11 (72) $ 96	Total
				$ 2,537 11 ( 591)
				$1,957

• 4.The right-of-use of the company increase to $3,826 and $11 in 2020 and 2019, respectively.

• 5.Information of loss and gains related to lease transaction as the followings:

Affected project of current loss and gain	2020 $ 21 1,037 213 ( 16)	2019
		$ 39 1,139 135 -
Lease obligation interest Expense of short-term lease Expense of leases of low-value assets Interest on lease modifications

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1. The additions to the Company’s right-of-use assets for fiscal 2020 and 2019 were NT$3,826 and NT$11, respectively.

2. (7) Short-term borrowings

Types of borrowings Unsecured loans from banks Secured loans from banks Range of interest rates	December 31, 2020 $ 90,000 1,519,599 $ 1,609,599 0.94%~1.62%	December 31, 2019 $ 75,000 1,455,000 $ 1,530,000 1.10%~1.90%

1. The Company's bank loans are recognized in the interest expense of profit or loss. Please see Note 6(18) 。

2. For collaterals of the above-mentioned short-term borrowings, please refer to Note 8 。

(8) Short-term notes and bills payable

Short-term notes and bills payable
Commercial paper payable Range of interest rates	December 31, 2020 $ 130,000 0.55%~0.90%	December 31, 2019
		$ 130,000
		0.60%~0.96%

Bills finance companies and other financial institutions provide guarantees for the above-mentioned short-term notes and bills payable.

• (9) Long term borrowings

Types of borrowings Long-term Borrowings from banks Unsecured loans Secured loans	Period of borrowing and repayment method Range of interest rates The term of borrowing is from September 18, 2012 to September 18, 2022. The interest is paid on a monthly basis. Starting from December 2015, the loan is repaid quarterly for 28 installments. A loan deferment agreement was executed in June 2020 for interest-only payments until March 2021, at which time the principal will be repaid in fixed amounts in equal quarterly installments. 1.60% The term of borrowing is from June 4, 2014 to June 4, 2021. The interest is paid on a monthly base. Starting from -	Collateral None Note:	December 31,
			2020 $ 20,878 -

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June 4, 2015, the loan is repaid quarterly for 25 installments.The loan was repaid early in September 2009. Secured loans The term of borrowing is from June 1, 2015 to June 1, 2022. The interest is paid on a monthly base. Starting from June 1, 2016, the loan is repaid quarterly for 25 installments.The loan was repaid early in September 2020. Note: Unsecured loans The term of borrowing is from September 20 2019 to September 20, 2022. The interest is paid on a monthly basis. 1.10% None Less: Current portion of long-term loans payable

- 11,667 32,545 ( 18,597) $ 13,948

Types of borrowings Long-term borrowings from banks Unsecured loans Secured loans Secured loans	Period of borrowing and repayment method The term of borrowing is from September 18, 2012 to September 18, 2022. The interest is paid on a monthly basis. Starting from December 18,2015, the loan is repaid quarterly for 28 installments. The borrowing period is from June 4, 2014 to June 4, 2021. The interest is paid on a monthly base. Starting from June 4, 2015, the loan is repaid quarterly for 25 installments. The borrowing period is from June 1, 2015 to June 1, 2022. The interest is paid on a monthly base. Starting from June 1, 2016, the loans are repaid quarterly for 25 installments.	Range of interest rates 1.75% 1.90% 1.70%	Collateral None Note: Note:	December 31,
				2019 $22,978 38,895 28,000

~~110~~

Unsecured loans The term of borrowing is from September 20, 2019 to September 20, 2022. The interest is paid on a monthly basis. 1.38% None Less: Current portion of long-term loans payable	18,333 108,206 ( 52,196) $ 56,010

Note: For collaterals of the above-mentioned long-term borrowings, please refer to Note 8.

The Company's bank loans are recognized in the interest expense of income. Please see Note 6(18).

(10) Pensions

1. In accordance with the Labor Pension Act, the Company set up the defined contribution plan for retirement for employees who are the citizens of ROC starting from July 1, 2005. According to employee’s option for the labor pension system stipulated by the Labor Pension Act, the Company each month contributes to the Labor Pension Fund at the rate of 6% of employees ’ monthly wages. Payments of employees pension are made to each employee’s personal pension account and employees can choose to receive the principal and the cumulative gains by monthly pension payments or a lump sum pension payment 。

2. In accordance with the above-mentioned pension plan, the Company recognized a pension cost of NT$2,512 and NT$2,424 in 2020 and 2019 respectively.

(11) Capital stock

1. As of December 31,2020, the Company’s authorized capital was NT$1,500,000, and the paid-in capital was NT$1,104,856,000 which was divided into 110,486,000 shares, with a par value of NT$10 per share. The Company’s issued shares are fully paid-up.

Reconciliation of the Company’s common stock outstanding at the beginning and the end of the reporting period is as follows:

January 1 Capital increase by retained earnings December 31	2020 110,486 - 110,486	Unit: 1,000 shares 2019 102,302 8,184 110,486

2. The Company’s capital increase out of earnings was approved at the shareholders’ meeting on June 19, 2019 and a total of 8,184,000 new shares were issued from the earning of $81,841. This capital increase has been approved by the Financial Supervisory Commission on July 26, 2019 and the change has been registered.

~~111~~

(12) Capital surplus

In accordance with the Company Act, the capital surplus from shares issued in excess of par and donations may be used to offset a deficit, or when the company has no deficit, the capital surplus can then be distributed as cash dividends or new stock among shareholders in proportion to their original shareholdings. Moreover, according to the Securities and Exchange Act, for the above-mentioned capital increase by capital surplus, the total amount each year cannot exceed 10% of the paid-in capital. The Company cannot use capital surplus for capital increase unless the reserve is not enough to cover the capital losses.

(13) Retained earnings

1. In accordance with the Company's Articles of Incorporation, if there are earnings upon the Company's final account at the end of the year, the Company shall first pay profit-seeking enterprise income tax, make up the deficits for the preceding years and then set aside a legal reserve of 1 0% of the reminder (not applicable if the legal reserve has reached the total capital amount of the Company). After appropriating or reversing a special reserve in accordance with laws, the balance and the unallocated accumulated earnings from the previous years are the accumulated, distributable earnings for shareholders, for which the Board of Directors shall propose an earning distribution plan to be resolved at the shareholders’ meeting. More than 10% of the aforementioned allocable earnings are provided for dividends and shareholders’ bonuses, and the cash dividends should be no less than 10% of the total amount of shareholders’ dividends and bonuses.

• The presence of at least two-thirds of the board of directors of the Parent Company and the resolution of a majority of the directors present to distribute all or part of the dividends and bonuses, capital surplus or legal reserve in the form of cash and report to the shareholders' meeting shall not apply to the aforementioned requirement for a resolution at the shareholders' meeting.

2. The legal reserve cannot be used for purposes other than offsetting the company’s deficits or providing new stock or cash to shareholders in proportion to their original shareholding. If the reserve is used for distributing new stock or cash, it has to be more than 25% of the Company’s paid-in capital.

3. (1) The Company shall first set aside a special reserve from the debit balance on the “other equity” item at the balance sheet date before distributing earnings, and later when this debit balance on the “other equity” item is

~~112~~

reversed, the reversed amount can be included in distributable earnings.

• (2) In accordance with Order 1010012865 issued by the Financial Supervisory Commission on April 6, 2012, for an entity adopting IFRSs the first time should set aside a special reserve. Later on, when the Company uses, disposes, or reclassifies related assets, the special reserve can be used for reversal by the proportion of the special reserve that has been set aside. If the aforementioned asset is investment property, the land part shall be reversed when it is disposed or reclassifi ed, and for the non-land part, it shall be reversed progressively throughout the term of us e.

4. The Company recognized dividends for owners of NT$0 and NT$102,301 for 2020 and 2019 respectively. The Company has accumulated losses for fiscal 2020 and has no earnings available for distribution.

(14) Operating revenue

Revenue from contracts with customers	2020 $ 95,867	2019 $ 153,657

1. Details of customer contract revenue

The Company’s revenue is mainly from the following lines of products ：

2020 Guest room revenue Revenue from contracts with external revenue $ 57,650 2019 Guest room revenue Revenue from contracts with external revenue $ 103,454	Foodservice Revenue $ 33,726 Foodservice Revenue $ 45,747	Others $ 4,491 Others $ 4,456	Total $ 95,867 Total $ 153,657

In 2020, the Company's business was impacted by the COVID -19 outbreak, resulting in a decrease in operating income. As of the date of the audit report, the impact on operating income cannot be reasonably estimated as the subsequent control of COVID-19 is still affected.

~~113~~

2. Contractual liabilities

The Company has recognized the following contractual liabilities related to revenue from contracts with customers :

Contractual liabilities: Contractual liabilities - Room service contracts Contractual liabilities - Foodservice contracts		December 31, 2020	December 31, 2019 $ 3,161 5,035 $ 8,196	January 1,2019 $ 3,626 3,341 $ 6,967
		$ 3,084 5,422 $ 8,506

Contractual liabilities at beginning of the reporting period recognized as revenue ：

2020 Opening balance of contractual liabilities recognized as revenue: Room service contracts $ 3,161 Foodservice contracts 5,035 $ 8,196 (15)Interest income 2020 Bank deposit interest $ 471 Measured by post-amortized cost Interest income from financial assets 11,910 $ 12,381 (16)Other income 2020 Rental income $ 2,050 Government Subsidy Revenue 8,440 Other income – others 2,688 $ 13,178	2019 $ 3,626 3,341 $ 6,967 2019 $ 1,120 19,957 $ 21,077 2019 $ 2,073 - 1,005 $ 3,078

In the second and fourth quarters of 2020, the Company applied for subsidies from the Tourism Bureau of the Ministry of Transportation and Communications in accordance with the "Salary Subsidy Guidelines for Employees in the Tourist Hotel and Guesthouse Industry" and the "Implementation Guidelines for Subsidies for Necessary Operat ing Burdens in the Tourist Hotel and Guesthouse Industry by the Tourism Bureau of the Ministry of Transportation and Communications". After review and approval, we will recognize $8,440 in government grant revenue in fiscal 2020 with no outstanding conditions and other contingencies.

~~114~~

(17) Other gains and losses

(17)Other gains and losses
Disposal of property, plants, and equipment loss Net gain (loss) on foreign currency exchange Other gains (losses), net (18)Financial cost Interest expense： Long-term borrowings from banks Lease obligations interest (19)Addition information on expenses Employee benefit expense Property, plants, and equipment depreciation Right-of-use assets depreciation expense (20)Employee benefit expense Wages and Salaries Health and labor insurance expense Pension expense Other Employee benefit expense		2020 $ - ( 52,477) ( 278) ($ 52,755) 2020 $ 21,811 21 $ 21,832 2020 $ 54,370 25,685 525 2020		2019 $ 62 ( 31,649) ( 8) ($ 31,595) 2019 $ 21,336 39 $ 21,375 2019 $ 57,788 28,245 591 2019 $ 49,444 4,904 2,424 1,016 $ 57,788
		$ 46,257 4,911 2,512 690 $ 54,370

1. In accordance with the Company's Article of Incorporation, 0.1% to 1% of the earnings of the year should be appropriated for employee compensation and no more than 1% for directors renuneration. However, if the Corporation has accumulated deficit, the priority is to offset the deficit first.

2. The Company estimated NT$0 for employees compensation and directors and supervisors renumeration for both 2020 and 2019. The 2019 employee compensation and directors and supervisors renumeration resolved by the Board of Directors are the amount separately 1 and $0 recognized in the 2020 financial report.

~~115~~

Information on employee compensation and directors and supervisors renumeration approved by the Company's Board of Directors is posted on the Market Observation Post System

(21) Income tax

1. Income tax benefit (expense)

(1) Components of income tax benefit (expense) :

(1)Components of income tax be	ne	fit (expens	e):
		2020			2019
Current income tax:
Income tax generated from current
income:		$	-	$		-
Tax on unappropriated earnings			-		4,570
Overestimation of prior year	(		855 )			-
income tax
Total current tax	(		855 )	(	4,570)
Deferred income tax:
Origination and reversal of		69,075			1,035
temporary differences
Income tax expense (benefit)	($ 69,930 )			$	5,605
(2)Other income tax amount related to	comprehensive loss and			gain:
		2020			2019
Exchange differences on translation		($ 14,251)		($	8,663 )
of foreign financial statements
Reconciliation between income tax expense			(benefit) and		acc	ounting
profit：
		2020			2019
Income tax calculated based on the net		($ 68,048 )		$		183
profit before tax at the statutory rate
(See note)
Affected income tax amount according			661			852
to adjustment items stipulated by
income tax laws and regulations
Effect of tax rate changes		( 1,688 )				-
Overestimation of prior year income		(	855 )			-
Tax on unappropriated earnings			-		4,570
Income tax expense (benefit)		($ 69,930 )		$	5,605

2. Reconciliation between income tax expense (benefit) and accounting profit ：

Note: The basis of applicable tax rates is calculated using the tax rate appropriate for the Company. 。

3. The deferred income tax assets or liabilities generated from temporary

~~116~~

differences and tax losses are as follows ：

Deferred tax assets: Temporary differences: Exchange differences on translation of foreign financial statements Unrealized exchange loss Bonus for not taking leave Tax losses Deferred income tax liabilities: Temporary differences: Investment income recognized under the foreign equity method Unrealized reserve for land revaluation increment tax			2020	2020
	January 1 $ 8,136 3,809 258 44,718		Recognized in Recognized in Others Gain or loss Comprehensive income December 31 - $ 14,251 $ 22,387 10,502 - 14,311 ( 19 ) - 239 9,040 - 53,758 $ 19,523 $ 14,251 $ 90,695 $ 49,552 $ - ( $ 142,745) - - ( 93,467) $ 49,548 $- ($ 236,212) $ 69,075 $ 14,251 ($ 145,517)
				income $ 14,251 - - - $ 14,251 $ - - $- $ 14,251
			- 10,502 ( 19 ) 9,040 $ 19,523 $ 49,552 - $ 49,548 $ 69,075
	$ 56,921
	($ 192,297) ( 93,467)
	($ 285,764) ($ 228,843)

Deferred tax assets: Temporary differences: Exchange differences on translation of foreign financial statements Unrealized exchange loss Bonus for not taking leave Tax losses Deferred income tax liabilities: Temporary differences:		2019	2019
	January 1	Recognized in Gain or loss ($ 7,418) 3,809 46 8,076 $ 4,513	Recognized in others Comprehensive Income December 31 $ 8,663 $ 8,136 - 3,809 - 258 - 44,718 $ 8,663 $ 56,921
			Income $ 8,663 - - - $ 8,663
	$ 6,891 - 212 36,642 $ 43,745

~~117~~

Unrealized exchange gain ($ 2,110) $ 2,110 $ - $ - Investment income recognized under the foreign equity method ( 184,639) ( 7,658) - ( 192,297) Unrealized reserve for land revaluation increment tax ( 93,467) - - ( 93,467) ($ 280,216) ($ 5,548) $ - ($ 285,764) ($ 236,471) ($ 1,035) $ 8,663 ($ 228,843)

1. The validity period of tax losses which the Company has not used and the amounts of unrecognized deferred income tax assets are provided below ：

December 31, 2020

o	Year of ccurrence Amount filed/amount approved 2013 Re-approved amount 2014 Reassessed and reapproved amount 2015 Approved amount 2016 Approved amount 2017 Amount filed 2018 Amount to be filed 2019 Amount to be filed 2020 Re-approved amount	$	Deductible amount 14,300 3,003 9,018 26,590 72,817 56,901 40,604 45,556 268,789	Undeducted amount $ 14,300 3,003 9,018 26,590 72,817 56,901 40,604 45,556	Undeducted amount $ 14,300 3,003 9,018 26,590 72,817 56,901 40,604 45,556	Unrecognized deferred income tax assets Portion $ - 2023 - 2024 - 2025 - 2026 - 2027 - 2028 - 2029 - 2030 $ -	Unrecognized deferred income tax assets Portion $ - 2023 - 2024 - 2025 - 2026 - 2027 - 2028 - 2029 - 2030 $ -
						$ $
					268,789		$

December 31, 2019

o	Year of ccurrence Amount filed/amount approved 2013 Re-approved amount 2014 Reassessed and reapproved amount 2015 Approved amount 2016 Approved amount 2017 Amount filed 2018 Amount to be filed 2019 Re-approved amount	$ $	Deductible amount 14,300 3,003 9,018 26,590 72,817 56,901 40,958 223,587	$ $	Undeducted amount 14,300 3,003 9,018 26,590 72,817 56,901 40,958 223,587	Unrecognized deferred income tax assets Portion $ - 2023 - 2024 - 2025 - 2026 - 2027 - 2028 2029 $-

• 5.The tax authorities have examined and approved the Company’s business income tax returns up to and including 2018.

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(22) Earnings (loss) per share

Basic loss per share		2020	Loss per share (NT$) ($ 2.45) Earnings per share (NT$) ($ 0.04)
	Weighted average of outstanding Amount after tax shares (1,000 shares) ($ 270,309) 110,486 2019 Weighted average of outstanding Amount after tax shares (1,000 shares) ($ 4,692) 110,486	Weighted average of outstanding shares (1,000 shares)
Current net loss attributable to the Company's common stock shareholders Basic earnings per share Current net income attributable to the Company's common stock shareholders

The above-mentioned weighted average number of outstanding shares has been retroactively adjusted proportionally according to the 201 8 capital increase by retained earnings .

(23) Additional cash flows information

Investment activities paid partially by cash:

Purchase of property, plants, and equipment Add: Other accounts payable at beginning of the period: Fees for converting land purposes (Stated in “Long-term notes and accounts payable”) Beginning balance payable - machinery and equipment (Stated in “Other accounts payable”) Less: Other accounts payable at the end of the period: Fees for converting land purposes (Stated in “Long-term notes and accounts payable”) Cash paid	2020 $ 1,599 127,577 - ( 127,577) $ 1,599	2019
		$ 1,973 127,577 - ( 127,577) $ 1,973

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(24)Change of liabilities from financing activities

January 1 Change of cash flows from Financing activities Other change of non cash December 31 January 1 Change of cash flows from Financing activities Other change of non-cash December 31			2020		Total liabilities from financing activities $ 1,770,181 3,422 1,948 $ 1,775,551 Total liabilities from financing activities $ 1,476,329 293,841 11 $ 1,770,181
	Short-term borrowings $1,530,000 79,599 - $1,609,599	Short-term notes payable	Lease Liabilities $ 1,975 ( 516) 1,948	Long-term liabilities $108,206 ( 75,661) -
		$ 130,000 - -
		$ 130,000	$ 3,407	$ 32,545
			2019
	Short-term borrowings $1,204,500 325,500 - $1,530,000	Short-term notes payable	Lease Liabilities $ 2,537 ( 573) 11	Long-term liabilities $139,292 ( 31,086) -
		$ 130,000 - -
		$ 130,000	$ 1,975	$108,206

7. Transactions with related parties

(1) Name of the related parties and their relations with the Company

Name of the related parties and their relations with the Company Holiday Garden International Ltd. Subsidiaries directly held by the Company (“Int. Ltd.”) Holiday Garden Development Co., Ltd. Subsidiaries directly held by the Company (“Taroko Park”) Holiday Garden U.S. Subsidiaries directly held by Int. Ltd. (“US”) Holiday Garden SF CORP. Subsidiaries directly held by U.S. (“SF CORP.) Holiday Garden SN CORP. Subsidiaries directly held by U.S. (“SN CORP.) Holiday Garden NW CORP. Subsidiaries directly held by U.S. (“NW CORP.) Holiday Garden VC CORP. Subsidiaries directly held by U.S. (“VC CORP.) Holiday Garden WC CORP. Subsidiaries directly held by U.S. (“WC CORP.) Holiday Garden EV CORP. Subsidiaries directly held by U.S. (“EV CORP.)

~~120~~

(2) Material Transactions with related parties

• 1.Management service income (listed as "Other income")

Taroko Park	2020 $ 500	2019
		$-

The transaction prices and terms of payment for management service revenues are based on the agreements between the parties.

• 2.Compensation information for key management.

Short-term Employee Benefits	2020 $ 3,332	2019 $ 2,825

8. Collateralized assets

The Company's collateralized assets are listed below:

Assets Land Buildings and structures Time deposits: (Stated in “Other financial asset - current”) Time deposits: (Stated in “Other financial asset - current”)	Book value December 31, 2020 December 31, 2019	Book value December 31, 2020 December 31, 2019	For guarantee purposes
	December 31, 2020
	$ 481,493 161,188 971,578 1,927 $ 1,616,186	$ 481,493 181,294 997,129 1,857
			Short-term and long-term borrowings Short-term and long-term borrowings Short-term borrowings Voucher performance guarantee
		$ 1,661,773

9. Significant contingent liabilities and unrecognized contractual commitments

(1)Contingency

None

(2)Undertakings

No undertakings

10. Significant casualty losses

None

1. Major events after the reporting period

None

~~121~~

12.Others

(1) Capital management

The Company’s capital management objectives are to secure the Company’s ability to continue as a going concern, maintain the optimal capital structure for reducing the cost of capital, and to provide returns to our shareholders. To maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares or sell assets to reduce the liabilities. Consistent with the industry’s practice, the Company manages the assets by the debt to assets ratio.

The Company's strategy is to maintain a stable debt to assets ratio. See below for the ratios. ：

Total liabilities Total assets Debt to assets ratio	December 31, 2020 $ 2,168,657 $ 3,131,608 69	December 31, 2019 $ 2,214,991 $ 3,504,256 63

• (2) Financial instruments 1. Types of financial instruments

nancial instruments Types of financial instruments
Financial assets Financial assets measured at amortized cost Cash and cash equivalents Financial assets measured at amortized Notes receivable Accounts receivable Other accounts receivable Guarantee deposits paid	December 31, 2020 $ 60,874 973,505 - 4,099 141 733	December 31, 2019
		$ 91,968 998,986 938 6,428 2,874 378 $ 1,101,572
	$ 1,039,352

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Financial assets Financial assets measured at Short-term borrowings Short-term notes and bills Notes payable Accounts payable Other accounts payable Long-term borrowings Long-term notes and Guarantee deposits received Lease liabilities		December 31, 2020 $ 1,609,599 130,000 - 3,140 15,183 32,545 127,577 755 $ 1,918,799 $ 3,407	December 31, 2019 $ 1,530,000 130,000 322 2,519 15,663 108,206 127,577 870 $ 1,915,157 $ 1,975

• 2 . Financial instruments not measured at fair value

The Company’s financial assets and liabilities that are not assessed by fair value (including cash and cash equivalents, notes receivable, accounts payable, other receivable, other financial assets (current), refundable deposits, short - term borrowings, short-term notes payable, notes payable, accounts payable, other payable, long-term borrowings (including current portion of long-term debt payable), long-term notes and accounts payable, and guarantee deposits receive) have a carrying value reasonably close to their fair value.

1. Risk management policies

2. (1) The Company's regular operations are affected by multiple financial risks, including market risk (including the foreign exchange rate risk, interest rate risk, and price risk), credit risk, and liquidity risk.

3. (2) Risk management work is implemented by the Company's finance department in accordance with the approved policies. The Company's finance department closely collaborates with all operating departments for identifying, evaluating, and avoiding financial risk.

4. Nature and level of significant financial risk

5. (1) Market risk

Foreign exchange rate risk

• A. The Company’s investment in subsidiaries exposes the Company to foreign exchange rate risk generated from transactions using currencies different from the Company’s functional currency (primarily the US dollars). Foreign exchange rate related risk comes from future commercial transactions and recognized assets and liabilities.

~~123~~

• B. The Company’s management has set policies requiring the Company to manage the foreign exchange rate risk related to its functional currency. The Company should manage the risk according to the overall foreign exchange rate risk through the finance department.

• C. The Company's businesses involve several non-functional currencies (The Company’s functional currency is New Taiwanese Dollars), and they are affected by exchange rate fluctuation. Information of foreign currency assets and liabilities subject to material effect of exchange rate fluctuation is presented below:

~~124~~

(Foreign currency: functional currency) Financial assets Currency item US$ : NT$ Long-term investments accounted for using the equity method US$ : NT$ 按一下這裡以輸入文字。 (Foreign currency: functional currency) Financial assets Currency item US$ : NT$ Long-term investments accounted for using the equity US$ : NT$		December 31, 2020	December 31, 2020	December 31, 2020	December 31, 2020	December 31, 2020
		Sensitivity analysis Foreign currencies (NT$1,000) Exchange rate Carrying amount (NT$) Degree of variation Effect on profit or loss Effect on other comprehensive income $ 35,157 28.48 $ 1,001,271 1% $ 10,013 $ - 45,101 28.48 1,248,466 1% - 12,845 December 31, 2019 Sensitivity analysis Foreign currencies (NT$1,000) Exchange rate Carrying amount (NT$) Degree of variation Effect on profit or loss Effect on other comprehensive income $ 35,354 29.98 $ 1,059,910 1% $ 10,599 $ - 53,485 29.98 1,603,478 1% - 16,035					Sensitivity analysis
		$
				Foreign currencies (NT$1,000) Exchange rate Carrying amount (NT$) $ 35,354 29.98 $ 1,059,910 53,485 29.98 1,603,478
						Degree of variation 1% 1%		Effect on profit or loss $ 10,599 -

~~125~~

• D.The overall gain (loss) from the exchange (including realized and unrealized) of the Company’s currency items due to material exchange rate fluctuation was NT$52,477 and NT$31,649 in2020 and 2019 respectively.

Price risk

The Company is not exposed to significant commodity price risk 。

  - Cash flows and fair value interest rate risk

  - `A.` The Company’s interest risk comes from short-term and long-term borrowings at a floating interest risk, and they expose the Company to cash flows interest rate risk.

  - B. The Company’s loans are measured at amortized cost and the interest rates are re-set each year according to the contract. Therefore, the Company is exposed to the risk of future market interest rate changes.

  - C. When interest rate of loans increases or decreases by 1% but all remaining factors stay the same, the net profit before tax will increase by NT$16,421 and decrease by NT$16,382 in 2020 and 2019 respectively, and it is mainly caused by changes in the interest rate of floating rate loans.

• (2) Credit risk

• A.The Company is exposed to credit risk of customers’ failure of fulfilling their contractual obligations, which can expose the Company to financial losses. The primary source of credit risk is the counterparty's failure of paying accounts receivable according to the terms of payment.

• B.The Company has to manage and perform credit risk analysis in accordance with the internal credit policy before entering into the terms and conditions of payment and service rendering with each new customer. Internal risk control evaluates a customer's credit quality based on the customer’s financial condition, past experience, and other factors.

• C. The Company adopts the premise provided by IFRS9: When a payment is 30 days past due according to the contractual terms and conditions, the credit risk of this financial asset is deemed to have increased significantly since its initial recognition.

• D. The Company adopts the premise provided by IFRS9: When a payment is more than 90 days past due according to the contractual terms and conditions, default is deemed to have happened.

• E.The Company classifies customers’ notes and accounts receivable

~~126~~

according to credit conditions and adopts a simplified method that uses the loss rate as the basis for estimating the expected credit loss.

• F. According to future forward-looking considerations, the Company adjusts the loss rate established based on the history of a specific period and current information to estimate the loss allowance of notes and accounts receivable. The provision matrix at December 31, 2020 and 2019 is as follow ：

Not past due

follow：	Not past due	Not past due
December 31, 2020 Expected loss rate Total book value Loss allowance	and past due		Past	due for 31 to	Past	due for more than 91 days	Total
		for 1 to 30days
				90 days
	$	0.34% 2,244 1	$	0.81% 1,859 3	$	100.00% 568 $ 568	4,671 572

Not past due

December 31, 2019 Expected loss rate Total book value Loss allowance		and past due	Past	due for 31 to	Past	due for more than 91 days	Total
		for 1 to 30 days
				90 days
		0.59% $ 6,336 3	$	1.06 % 1,035 2	$	100.00% 120 $ 120	7,491 125

• G. The statement of changes in the allowance for loss on accounts receivable using the simplified method is as following

January 1 Impairment loss provision December 31	2020 $ 125 447 $ 572	2019
		$ - 125 $ 125

(3) Liquidity risk

• A.Cash flows forecasts are performed by each operating entity of the Company and summarized by the finance department of the Company. The Company’s finance department monitors the Company's circulating capital

~~127~~

requirements to ensure that the Company has sufficient capital for its operating needs, and a sufficient unspent loan commitment is maintained at all times.

• B.When the residual cash held by each operating entity exceeds the amount of operating capital required for management, it shall be transferred b ack to the finance department of the Company. The Company’s finance department will invest the residual funds in demand deposits, checking deposits, and time deposits, and the selected instruments have a proper due date or an adequate liquidity in order to meet the above-mentioned forecasts and ensure that the Company has sufficient liquidity to fund the requirements. At December 31, 2019 and 2018, the Company’s money market position was NT$90,483 and NT$30,209 respectively, and they can generate immediate cash flows for liquidity risk management.

• C.The following table shows the Company's non-derivative financial liabilities, which are classified by the maturity date. Non-derivative financial liabilities are analyzed based on the time remains from the balance date to the contractual maturity date. The following table discloses the amount of contractual cash flows that is non -discounting.

December 31, 2020

December 31, 2020
Non-derivitive financial liabilities: Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Other accounts payable Lease obligation Long-term borrowings (including the current portion of long-term debt payable) Long-term notes and accounts payable Guarantee deposits received	In 1 year	1 to 2 years	More than 2 years $ - - - - 842 - 127,577 362 $ -
	$ 1,611,948 130,000 3,140 15,183 1,331 18,978 - 393 $ 1,611,948	$ - - - - 1,306 14,048 - - $ -

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December 31, 2019 Non-derivitive financial liabilities: Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Other accounts payable Lease obligation Long-term borrowings (including the current portion of long-term debt payable) Long-term notes and accounts payable Guarantee deposits received	In 1 year $ 1,532,085 130,000 322 2,519 15,663 614 53,712 - 25	1 to 2 years $ - - - - - 1,420 39,856 - 368	More than 2 years $ - - - - - - 16,896 127,577 477
			$

13. Supplementary disclosure

(1) Information related to material transactions

1. Financing provided: See Table 1 attached.

2. Endorsement provided: None 。

3. 3.Marketable securities held at closing period (excluding investments in subsidiaries, associates, and joint ventures): None

4. Marketable securities acquired and disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None

5. Properties acquired at costs or prices of at least NT$300 million or 20% of the paid-in capital: None

6. Properties disposed of at costs or prices of at least NT$300 million or 20% of the paid-in capital: None

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

8. Receivable from related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 2 attached

1. Engagement in derivative instruments: None.

2. 10.Business relations and material transactions and amounts between the parent company and its subsidiaries and among the subsidiaries: See Table 3.

(2) Re-investment related information

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The investee's name, location, and other related information (excluding investees in mainland China): See Table 4.

• (3) Investment in mainland China

1. Basic information: None

1. Significant direct or indirect transactions with the investee in mainland China through an enterprise at a third place: None

2. (4) Major Shareholders Information

Major Shareholders Information: See Table 5.

14. Segment information

Not applicable

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Table 1

Holiday Garden International Ltd. and subsidiaries

Loan funds

January 1,2020 to December 31,2020

Unit: NT$1,000 (Unless otherwise noted)

No. (Note.1) Company providing the loan Borrower Transaction item(Note2) A related party yes ornot The maximum amount of this period(Note3) Closing balance (Note 8) Actualdrawing amount Range of interestrate Type of loan fund(Note 4) Business transaction amount (Note 5) Reasons for short-term financing (Note6) Recognized amount of loss allowance N 1 Holiday Garden International Ltd. Holiday Garden U.S. Receivable from related companies yes $ 1,448,560 $ 1,448,560 $ 1,054,242 Annual interest 6.5% Short-term financing funds $ - Operational needs $ - N 2 Holiday Garden U.S. Holiday Garden NW CORP. Receivable from related companies yes 240,870 240,870 92,520 Annual interest 3.0% Short-term financing funds - Hotel acquisition - N 2 Holiday Garden U.S. Holiday Garden VC CORP. Receivable from related companies yes 194,610 194,610 46,260 Annual interest 3.0% Short-term financing funds - Hotel acquisition - N 2 Holiday Garden U.S. Holiday Garden WC CORP. Receivable from related companies yes 584,820 584,820 429,370 Annual interest 6.5% Short-term financing funds - Hotel acquisition - N 2 Holiday Garden U.S. Holiday Garden WC CORP. Receivable from related companies yes 64,980 64,980 64,980 Annual interest 3.0% Short-term financing funds - Hotel acquisition - N 2 Holiday Garden U.S. Holiday Garden EV CORP. Receivable from related companies yes 94,950 94,950 31,650 Annual interest 6.5% Short-term financing funds - Operational needs - N 2 Holiday Garden U.S. Holiday Garden EV CORP. Receivable from related companies yes 953,680 953,680 559,362 Annual interest 6.5% Short-term financing funds Hotel acquisition - N 3 Holiday Garden SF CORP. Holiday Garden VC CORP. Receivable from related companies yes 154,200 154,200 154,200 Annual interest 3.0% Short-term financing funds - Hotel acquisition - N 3 Holiday Garden SF CORP. Holiday Garden U.S. Receivable from related companies yes 387,516 387,516 387,516 Annual interest 3.0% Short-term financing funds - Operational needs - N Note 1: See the footnotes below (1) 0 for the Company (2) For the investees, they are coded from 1 according to the company. Investees of the same company share the same code Note 2: Recorded accounts receivable from related companies and/or parties, shareholders accounts, prepayments, temporary payments, etc. should be entered in this field if they are related to loans to others. Note 3: It is the cumulative maximum balance of loaning others from the current year to the reporting month. Note 4: For loans to others and the type, fill in the parties that the Company has business transaction with or that require short-term financing funds. Note 5: For the business transaction type of loans, fill in the amount of the business transactions.

Collaterals Maximum amount of loans permitted to a singleborrower(Note 7) Total amount permitted for loaning of funds （Note 7） Note ame Value one $ -$ 9,633,495 $ 19,266,990 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -988,665 1,977,330 Note 9 one -988,665 1,977,330 Note 9

Note 6: For those requiring the short-term financing type of loans, concretely explain the reason for loaning and the borrowers ’ use of the loans, such as for making repayments, purchase of equipment, or operational needs ：

Note 7: Enter the limit of loans for individual borrowers and the total amount of loans set by the Company in accordance with the loans to others operating procedure and enter the method of calculation of the limit of loan for individual borrowers and the total limit of loans in the note section. Note 8: Enter the amount of funds loaned to others that remains effective as of the reporting month. (For an publicly listed company deciding to resolve each fund to be loaned to other at the Board of Directors according to Article 14.1 of the Procedure of Management of Loans to Others, then even if the fund has not yet been appropriated, the amount of loans resolved at the Board of Directors should be stated in the announced balance to disclose the exposed risk.If said funds are repaid later, the balance after the repayment should be disclosed to reflect the adjusted risk. If, in accordance with Article 14.2 of Regulations Governing the Administration of Shareholder Services of Public Companies, a publicly listed company decides to authorize the chairperson of the board, resolved at the board of directors, to have the funds for lending that are within the specific amount authorized in installment or revolver within one year, it is the balance of the amount of loans to others approved at the Board of Directors that should be announced and filed. Said loans to others may be repaid later, but because lending may be authorized again, use the amount of loans to others approved by the Board of Directors as the balance announced and reported.

Note 9: In accordance with the Company's Operating procedure of management of loans to others, the amount of loans to foreign subsidiaries, in which the Company holds directly or indirectly, 100% of the voting shares or to individual borrowers should not exceed 7.5 times of the Company's net value, and the total amount of loans should not exceed 15 times of the net value of the company, and the duration of loans should be no more than 15 years.

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Holiday Garden International Ltd. and subsidiaries

Receivable from related parties amounts to at least NT$100 million or 20% of the paid-in capital.

January 1,2020 to December 31,2020

Table 2 Companies of account receivable Transaction object name Holiday Garden International Ltd. Holiday Garden U.S. Holiday Garden U.S. Holiday Garden WC CORP. Holiday Garden SF CORP. Holiday Garden U.S. Holiday Garden SF CORP. Holiday Garden VC CORP. Holiday Garden U.S. Holiday Garden EV CORP. Holiday Garden WC CORP. Holiday Garden SF CORP.	Relationship Balance of Receivable from related companies (Note 1) Note 3 Account receivable：1,031,261 Note 3 Account receivable：452,974 Note 3 Account receivable：367,392 Note 3 Account receivable：142,400 Note 3 Account receivable：576,293 Note 3 Account receivable：129,096	Turnover rate Note 4 Note 4 Note 4 Note 4 Note 4 Note 4	Pa	st due accounts receivable from related companies Accounts relat Amount Treatment - - $ - - - - - - - - - -	Unit: NT$1,000 (Unless otherwise noted) receivable recovered from ed companies afterthe reporting period Amount of loss allowance recognized - $ - - - - - - - - - - -
			$
				Amount - - - - - -

Note 1: Please enter the accounts receivable of the related parties, the notes, and other accounts receivable. Note 2: Paid-in capital refers to the paid-in capital of the parent company. If the shares issued by an issuer have no par value or a par value other than NT$10 per share, the threshold transaction amount of 20% of paid-in capital shall be replaced by 10 percent of equity attributable to owners of the parent company as stated in the balance sheet.

Note 3: The investee and the counterparty are both subsidiaries of the Company.

Note 4: It is mainly because that “ other accounts receivable ” is not suitable for calculating the days of turnovers.

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Table 3

Holiday Garden International Ltd. and subsidiaries

Business relations and material transactions and amounts between the parent company and its subsidiaries and among the subsidiaries January 1,2020 to December 31,2020

Unit: NT$1,000 (Unless otherwise noted)

Number (Note 1) 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 3 3 3 4 5 6 7	Name Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden International Ltd. Holiday Garden U.S. Holiday Garden U.S. Holiday Garden U.S. Holiday Garden U.S. Holiday Garden U.S. Holiday Garden U.S. Holiday Garden U.S. Holiday Garden SF CORP. Holiday Garden SF CORP. Holiday Garden SF CORP. Holiday Garden VC CORP. Holiday Garden NW CORP. Holiday Garden WC CORP. Holiday Garden EV CORP.	Counterparty Relationship with the counterparty (Note 2) Holiday Garden U.S. (3) Holiday Garden U.S. (3) Holiday Garden SF CORP. (3) Holiday Garden SF CORP. (3) Holiday Garden NW CORP. (3) Holiday Garden NW CORP. (3) Holiday Garden VC CORP. (3) Holiday Garden VC CORP. (3) Holiday Garden WC CORP. (3) Holiday Garden WC CORP. (3) Holiday Garden EV CORP. (3) Holiday Garden EV CORP. (3) Holiday Garden SF CORP. (3) Holiday Garden NW CORP. (3) Holiday Garden WC CORP. (3) Holiday Garden WC CORP. (3) Holiday Garden VC CORP. (3) Holiday Garden EV CORP. (3) Holiday Garden EV CORP. (3) Holiday Garden U.S. (3) Holiday Garden U.S. (3) Holiday Garden VC CORP. (3) Holiday Garden SF CORP. (3) Holiday Garden SF CORP. (3) Holiday Garden SF CORP. (3) Holiday Garden SF CORP. (3)			Transaction condition	tio to consolidated al revenue or total assets (Note 3)
			Account	Amount	Transaction conditions Ra tot Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties Processed according to the agreement between the two parties
			Other accounts receivable Interest income Other accounts receivable Other income Other accounts receivable Other income Other accounts receivable Other income Other accounts receivable Other income Other accounts receivable Other income Other accounts receivable Other accounts receivable Other accounts receivable Interest income Other accounts receivable Other accounts receivable Interest income Other accounts receivable Interest income Other accounts receivable Other accounts receivable Other accounts receivable Other accounts receivable Other accounts receivable	$ 1,031,261 65,306 12,816 13,298 12,816 13,298 12,816 13,298 12,816 13,298 8,544 8,865 26,641 85,440 452,974 26,743 42,720 576,293 36,494 367,392 11,436 142,400 51,002 19,539 129,096 98,592		14.66% 8.80% 0.18% 1.79% 0.18% 1.79% 0.18% 1.79% 0.18% 1.79% 0.12% 1.20% 0.38% 1.21% 6.44% 3.61% 0.61% 8.19% 4.92% 5.22% 1.54% 2.02% 0.73% 0.28% 1.84% 1.40%

Note 1: Business transaction information between the parent company and its subsidiaries should be coded in the coding section, and the coding is described below.

(1) 0 for the parent company.

(2) For the subsidiaries, they are coded starting from 1 based on the company

Note2: There are the following three types of relationship with counterparties, and only the type is specified (one disclosure for the same transaction between the parent company and a subsidiary or among subsidiaries). For example, for a transaction between the parent company and a subsidiary, if the parent company has already disclosed it, there is no need for the subsidiary to disclose the same transaction again. For transactions among subsidiaries, if one subsidiary has disclosed it already, then there is no need for the other subsidiary to disclose it again.)

• (1) The parent company to a subsidiary

(2) A subsidiary to the parent company

(3) A subsidiary to another subsidiary

Note 3: Regarding the ratio of transaction amount to consolidated total operating revenues or total assets, it is computed based on the closing balance to consolidated total assets for balance sheet accounts,

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and as for income statement accounts, it is based on accumulated amount to consolidated total operating revenue

Note 4: The significant transaction conditions summarized in this table are transactions of an amount greater than NT$ 5 million or 20% of the paid-in capital of the parent company.

Holiday Garden International Ltd. and subsidiaries

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The investee's name, location, and other related information (excluding investees in mainland China) January 1,2020 to December 31,2020

Table 4 Holiday Internati Holiday Internati Holiday Internati Holiday Holiday Holiday Holiday Holiday	Investor Investee (Notes 1 and 2) Garden onal Ltd. Holiday Garden International Ltd. Garden onal Ltd. Holiday Garden International Ltd. Garden onal Ltd. Holiday Garden U.S. Garden U.S. Holiday Garden SF CORP. Garden U.S. Holiday Garden NW CORP. Garden U.S. Holiday Garden VC CORP. Garden U.S. Holiday Garden WC CORP. Garden U.S. Holiday Garden EV CORP.	Location Primary ite Taiwan Tourism Bermuda Investme business USA Investme business USA Tourism USA Tourism USA Tourism USA Tourism USA Tourism	business	Initial investment a	mount Previous year end $ 65,000 642,980 251,291 84,662 81,250 81,250 80,700 77,188	(Unless o End of the reporting period Investee’s current profit and loss (Notes 2(2)) Recognized current investment gain orloss (Note 2(3)) Number of shares Ratio Carrying amount 6,500,000 100 $ 47,849 ($ 2,676) ($ 2,676) 12,000 100 1,284,466 ( 247,756) ( 247,756) 18,000 100 102,365 ( 355,581) ( 355,581) 170,000 100 131,822 8,479 8,479 150,000 100 39,479 ( 15,518) ( 15,518) 150,000 100 ( 13,501) ( 32,787) ( 32,787) 150,000 100 ( 156,838) ( 83,112) ( 83,112) 150,000 100 ( 163,066) ( 208,795) ( 208,795)	Unit: NT$1,000 therwise noted) Note
				Ending of reporting period $ 65,000 642,980 251,291 84,662 81,250 81,250 80,700 77,188		Number of shares Ratio 6,500,000 100 12,000 100 18,000 100 170,000 100 150,000 100 150,000 100 150,000 100 150,000 100
			ms hotels nt nt hotels hotels hotels hotels hotels
							The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary

Note 1: For a publicly company with an overseas holding company and using the consolidated financial report as the major financial report in compliance with local laws and regulations, the disclosure of information of overseas investees can be limited to information related to the holding company.

Note 2: If the circumstances described in Note 1 are not applicable, please enter the following information:

(1) For the name of the investee, the location, the primary business items, the initial investment amount, and shareholding at the end of the period, they should be filled out in sequence according to the reinvestment of the Company (a publicly listed company) and each reinvestment of each direct or indirect controlled investee. In addition, the relationship

• (e.g., a subsidiary or a subsidiary-subsidiary of the parent company) between each investee and the Company (a publicly listed company) should be entered.

(2) For the section of “ investee ’ s profit and loss, ” please enter the amount of current profit and loss of each investee.

(3) For “ Recognized current investment income, ” enter only the recognized amount of profit and loss of each direct investment subsidiary of the Company (a publicly listed company) and of each investee accounted for using the equity method. The balance is not required. When entering the “ Amount of profit and loss recognized of each subsidiary of direct reinvestment, ” subsidiary of the Company (a publicly listed company) and of each investee accounted for using the equity method. The balance is not required. When entering the “ Amount of profit and loss recognized of each subsidiary of direct reinvestment, ”

make sure that the amount of profit or loss of each subsidiary includes the investment income of the reinvestment to be recognized in accordance with the regulations.

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Holiday Garden International Ltd. and subsidiaries

Major Shareholders Information

December 31,2020

Table 5

Name of Major Shareholders YENJUAN INTERNATIONAL CO., LTD. Cathay United Bank is entrusted with the custody of the investment account of Girard -Perregaux Co. Cathay United Bank is entrusted with the custody of the investment account of Estoshi Co. Cathay United Bank is entrusted with the custody of the investment account of True Path Holdings Ltd. Cathay United Bank is entrusted with the custody of the investment account of East -West Holdings Ltd.	Shares
	Number of shares held 21,427,377 10,908,482 10,485,338 10,361,288 8,748,960	Shareholding ratio
		19.39% 9.87% 9.49% 9.37% 7.91%

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Holiday Garden International Ltd. Financial assets measured at amortized cost - current schedule December 31, 2020

	December 31, 2020
Statement 2 Item Cash in treasury and working funds Checking deposits Demand deposits: in New Taiwanese Dollars Demand deposits: in US Dollars Demand deposits: in SGD Dollars Time deposits: n New Taiwanese Dollars Time deposits: in US Dollars	Abstract USD 743,000, Exchange rate: 28.48 SGD 333.57, Exchange rate: 21.56 Expiration date: February 2,2021 -March 11,2021 Interest rate: 0.08%~0.17% Expiration date：February 2,2021 Interest rate:0.27%	Amount
		$ 1,088 121 14,920 21,156 7 15,038 8,544 $ 60,874

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Holiday Garden International Ltd. Financial assets measured at amortized cost - current schedule December 31, 2020

Statement 2 Name Cathay United Bank CTBC Bank CTBC Bank O-Bank Co., Ltd. O-Bank Co., Ltd. O-Bank Co., Ltd. O-Bank Co., Ltd. O-Bank Co., Ltd. O-Bank Co., Ltd.	Abstract New Taiwan Dollar Demand Deposits US Dollar Time Deposits US Dollar Time Deposits US Dollar Time Deposits US Dollar Time Deposits US Dollar Time Deposits US Dollar Time Deposits US Dollar Time Deposits US Dollar Time Deposits	Contract Period - 2020.12.08-2020.04.08 2020.10.28-2021.04.28 2020.12.26-2021.03.26 2020.12.25-2021.01.25 2020.12.17-2021.06.17 2020.09.08-2021.03.18 2020.10.12-2021.04.12 2020.11.12-2021.05.12	Amount $ 1,927 429,805 118,810 402,705 2,874 2,859 2,848 3,133 8,544 $ 973,505	Interest Rate - 0.15% 0.25% 0.41% 0.41% 0.37% 0.45% 0.38% 0.31%	Note
					Note Note Note Note Note Note Note Note Note

Note: See Note 8 for information on guarantees provided by financial assets carried at amortized cost.

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Holiday Garden International Ltd.
Statement of changes in investment property accounted for using the equity method
January 1 to Decembe 31, 2020

Statement 3

Unit: NT$1,000

Opening balance Add (Note 1) Name Number of shares Amount Number of shares Amount HOLIDAY GARDEN INTERNATIONAL Ltd. 12,000 $1,603,478 - - Holiday Garden Development Co., Ltd 6,500,000 50,525 - - $1,654,003 -	Opening balance Add (Note 1) Name Number of shares Amount Number of shares Amount HOLIDAY GARDEN INTERNATIONAL Ltd. 12,000 $1,603,478 - - Holiday Garden Development Co., Ltd 6,500,000 50,525 - - $1,654,003 -	Opening balance Add (Note 1) Name Number of shares Amount Number of shares Amount HOLIDAY GARDEN INTERNATIONAL Ltd. 12,000 $1,603,478 - - Holiday Garden Development Co., Ltd 6,500,000 50,525 - - $1,654,003 -	Less (Note) Number of shares Amount - ($ 319,012) - ( 2,676) ($ 321,688)	Closing balance	Closing balance	Closing balance	Amount 1,284,466 47,849	Market price or net equity	Guarantee provision or pledge condition Note None None
	Amount Number of shares $1,603,478 - 50,525 - $1,654,003			Number of shares 12,000 6,500,000	% shareholding 100% $ 100% $			Unit price ($) Total price Evaluation basis $ 107,039 $ 1,284,466 Equity Law 7.3647,849 Equity Law $ 1,332,315
		- -			100% 100%			$ 107,039 7.36
		-				$	1,332,315

Note : The decrease in the current period represents translation differences in the financial statements of foreign operating institutions and shares in subsidiaries, affiliates and joint ventures recognized under the equity method in the current period.

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Holiday Garden International Ltd. - Statement of short term borrowings December 31, 2020

Unit: NT$1,000

Statement 4

Statement 4
Type of borrowings Description Unsecured loans from banks Hua Nan Commercial Bank – East Kaohsiung Branch Unsecured loans from banks Export-Import Bank of Republic of China Unsecured loans from banks Export-Import Bank of Republic of China Unsecured loans from banks Export-Import Bank of Republic of China Unsecured loans from banks Export-Import Bank of Republic of China Secured bank loans CTBC Bank Secured bank loans CTBC Bank Secured bank loans O-Bank Secured bank loans O-Bank		Closing balance Contract term $ 30,0002020.10.16~2021.01.15 35,0002020.05.05~2021.05.05 10,0002020.07.16~2021.07.16 10,0002020.12.16~2021.12.16 5,0002020.08.16~2021.08.15 400,0002020.10.30~2021.04.30 100,0002020.10.30~2021.04.30 400,0002020.12.07~2021.01.07 619,599 2020.12.07~2021.01.07 $ 1,609,599	Range of interest rates Financing amount Pledges or collaterals 1.21% $ 30,000 None 1.06% 35,000 None 1.06% 10,000 None 1.06% 45,000 None 1.06% 5,000 None 1.00% 400,000 Time deposit 1.00% 600,000 Time deposit 0.94% 400,000 Time deposit 1.62% 619,599 Land, Building and Construction	Note:

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Holiday Garden International Ltd. - Statement of short term notes and bills payable December 31, 2020

Statement 5

Unit: NT$1,000

Item Commercial paper Commercial paper Commercial paper	Guarantee Institution China Bills Finance Corporation Mega Bills Finance Co., Ltd. International Bills Finance Corporation	Contract term 2020.12.07~2021.01.06 2020.12.23-2021.01.19 2020.12.18-2021.01.15	Range of interest rates 0.59% 0.90% 0.55%		Amount	Book value $ 50,000 50,000 30,000 $ 130,000	Note
				Amount $ 50,000 50,000 30,000 $ 130,000	Unamortized discounts $ - - - $-

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Holiday Garden International Ltd. - Statement of long term borrowings December 31, 2020

Statement 6 Creditor First Commercial Bank, Sanmin Branch Hua Nan Commercial Bank – East Kaohsiung Branch	Summary	Amount of Borrowing $ 20,878 11,667 32,545 ( 18,597) $ 13,948	Amount of Borrowing	Contract term 2012.09.18~2022.09.18 2019.09.20~2022.09.20	Interest 1.60% 1.10%	Financing amount $ 58,678 20,000	Unit: NT$1,000 Pledges or Collaterals Note: Land, buildings and structures None
	Unsecured loans (10 years) Unsecured loans (3 years) Less: Current portion of loans payable

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Holiday Garden International Ltd. Statement of operating cost January 1 to Decembe 31, 2020

Unit: NT$1,000

Statement 7

Item Beginning foodservice inventory Current material purchased Transfer to operating expenses Ending foodservice inventory Current material consumed Foodservice and accommodation cost	Amount $ 993 12,750 ( 796) ( 925) 12,022 29,599 $ 41,621	Note:

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Holiday Garden International Ltd. Statements of operating expenses January 1 to Decembe 31, 2020

Statement 8 Item Salary and wage expense Miscellaneous expenses Various depreciation Utility expense Taxes	Abstract	Unit: NT$1,000 Amount Note: $ 40,824 5,590 6,868 5,357 36,386 The balance does not exceed 5% of this account. $ 95,025

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Holiday Garden International Ltd.

Employee benefits, depreciation and amortization expense are summarized by function. January 1 to December 31 of 2020

Unit: NT$1,000

Statement 9

	Function Type		2020			2019
		Under operating cos	Under operating expenses	Total	Under operating cos	Under operating expenses	Total
	Employee benefit expense (See note)	$9,019	$45,351	$45,351	$9,597	$48,191	$ 57,788
	Wages and salaries	7,615	36,722	36,722	8,092	39,387	47,479
	Health and labor insurance expense	959	3,952	3,952	890	4,014	4,904
	Pension expense	330	2,182	2,182	458	1,966	2,424
	Board of director renumeration	-	1,920	1,920	-	1,965	1,965
	Other employee benefit expense	115	575	575	157	859	1,016
	Other employee benefit expense	19,342	6,868	6,868	21,756	7,080	28,836

Note:1. As of December 13, 2019 and 2018, the Company had 115 employees and 117 employees respectively, and among them, there were 3 and 5 directors respectively who were not the Company’s employees.

1. Companies whose shares are listed on a stock exchange or traded on an over-the-counter trading center should disclose the Information as following: (1) The average of employee benefit this year $468; he average of employee benefit last year $498.

(2) The average of employee salary this year $396; he average of employee salary last year $424.

(3) The average of employee salary adjustment (6.60%).

(4)The Parent Company has established an audit committee to replace the supervisors in accordance with the regulations, therefore, no supervisors' remuneration has been recognized.

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Holiday Garden International Ltd. Employee benefits, depreciation and amortization expense are summarized by function. January 1 to December 31 of 2020

Unit: NT$1,000

Statement 9

• (5) Sal ary and Compensation Policy

• Payment Remuneration of Policy,Criteria and Portfolio

  • (1) The remuneration of the Company's directors and independent directors includes carriage fees and a remuneration of not more than one percent of the profitability of the Company for the year, which is paid in accordance with Article 31 of the Company's Articles of Incorporation.

  • (2) Our managers' salaries and wages will be paid based on their professional experience and with reference to the usual industry standards, and bonuses will be paid based on their attainment and growth rates, riskiness and performance.

  • (3) The salary of our employees is based on the results of interview and evaluation at each stage. Payroll is based on grade levels. In addition, bonuses will be paid according to the achievement rate, growth rate and performance of the individual.

• Procedures for fixing remuneration

  • (1) In December 2011, the Company's Board of Directors approved the "Compensation Committee Organizational Procedures" and established the Compensation Committee in accordance with the Organizational Procedures to determine the compensation of directors, independent directors and managers.

  • (2) The compensation of directors, independent directors and managers shall be determined and evaluated regularly by the Compensation Committee after the approval of the Board of Directors.

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Attachment II

Accountant's Audit Report and 2020 Annual Consolidated Financial Statement

Independent Accountants ’ Report

(2021) Tsai Shen Pao Tzu No. 20004468

Holiday Garden Hotel Co., Ltd.

Opinion

We have audited the following financial statements of Hotel Holiday Garden and the subsidiaries (the “Group”): the consolidated balance sheets of December 31, 2019 and 2018, the consolidated statements of comprehensive income of January 1 to December 31 of 2019 and 2018, the consolidated statements of changes in equity, the consolidated statements of cash flows, and the notes to consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2019 and 2018 and its consolidated financial performance and its consolidated cash flows for the period from January 1 to December 31 of 2019 and 2018 of the Group in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Standards (IFRs), the International Accounting Standards (IASs), and the related interpretations and interpretative bulletins endorsed by the Financial 。 Supervisory Commission

Basis for opinion

The audit is carried out in accordance with the Regulations Governing the Auditing and Certification of Financial Statements by Certified Public Accountants and the generally recognized auditing standards of Republic of China. The responsibilities of the accountants under these standards will be further described in the responsibility section of the accountant's audit of the consolidated financial statements. The personnel of the accounting firm subject to the independent requirements have complied with the code of professional ethics of certified public accountants of the Republic of China, stayed fully independent of the Hotel Holiday Garden, and performed other responsibilities in accordance with the code

Key audit matters

The key auditing matters, based on the professional judgment of the accountants, are the most important matters in the audit of the 2018 consolidated financial statement of Hotel Holiday

147

Garden. These matters have been dealt with in the process of audition as a whole and a review opinion has been given. The accountant will not express a separate opinion on these matters.

The key audit matters of the consolidated financial statements of 2018 of the Group are determined as follows:

Merger and Acquisition Transaction

Description

Holiday Garden Hotel Co., Ltd. acquired Hyatt Place Emeryville with the price 2,045,468,000 NTD at April 12 , 2019.

For the accounting treatment of Business Combination, please refer to Note4(28) of the consolidated financial statements; The Purchase Price Allocation was evaluated with the acquiree’s identifiable assets by the external specialist which the management appointed to,please refer to Note6(26) of the consolidated statement

According to the evaluation of the purchase price allocation and the transaction of the mergers and acquisitions was material. Therefore, Merger and acquisitions were chosen to be a key audit matter of this year.

Corresponding audit program

We have implemented the following audit program corresponding to the aforementioned audit matter. ：

• 1.We have learned to understand and evaluated management’s operating procedure for the intra-group transactions, verified the document of the board and the business plan approved by the Board of Directors .

• 2.We examined the M&A Process Agreement, verified the payment instrument and confirmed the acquisition price.

• 3.We obtained the purchase price allocation of the mergers and acquisitions to estimate the independence of the external specialist, verified the price estimation and assumptions of the report, and evaluate the rationality of the purchase price allocation

Evaluation of the Intangible assets impairment

Explanation

For accounting policies of intangible asset impairment, please refer to Note 4(19) of the consolidated financial statements. For accounting estimation and assumption uncertainty of evaluation of intangible investment impairment, please refer to Note 5(2) of the consolidated financial statements. For intangible assets, please refer to Note 6(6) of the consolidated

148

financial statements.

The carrying amount of intangible assets as of December 31, 2019 of the Group is NT$750,664,000, accounting for 9.82% of the total amount of the total consolidated assets. The booming of a wide variety of hotels and accommodations and the fierce competition in the hospitality industry in recent years have prompted management to treat each subsidiary as an independent and the smallest cash generating unit in the impairment evaluation of intangible assets and to use the estimated future cash flows of each subsidiary and an appropriate discount rate for discounting to measure the recoverable amount of each cash generating unit and to use this information for evaluating the impairment of intangible assets.

The aforementioned use of future cash flow estimation for measuring the recoverable amount of a cash generating unit may exert a significant impact on the measurement of the recoverable amount because the estimation is based on numerous assumptions, including the discount rate and the financial forecast for the next five years, which may lead to subjective judgment and a high level of uncertainty. Therefore, intangible asset impairment evaluation is chosen to be one of the key audit matter of this year.

Corresponding audit program

We have implemented the following audit program corresponding to the aforementioned audit matter:

• 1.We have learned to understand and evaluate management's operating procedure for estimating the subsidiaries’ future cash flows and verified that their cash flows for the next five years are consistent with the business plan approved by the Board of Directors.

• 2.We discussed specific actions in the business plan with management and evaluated management’s intent and ability for implementing the business plan by acquiring information related to the actual implementation of the management’s business plan in the past.

• 3.We also evaluated the reasonableness by comparing the parameter and the discount rate of the recoverable amount.

149

Other matters: Parent company only financial report

The Group has prepared the 2019 and 2018 parent company only financial statements, and we have issued an audit report with unmodified opinion. That report is available for reference.

Responsibilities of management and those charged with governance for the consolidated financial statements

The responsibilities of management is to prepare appropriately stated consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Standards (IFRs), the international Accounting Standards (IASs), and the related interpretations and interpretative bulletins endorsed by the Financial Supervisory Commission of the Republic of China. Management is also responsible for maintaining necessary internal control relevant to the preparation of the consolidated financial statements to ensure that the consolidated financial statements are free from material misstatement by fraud or error.

Management when preparing consolidated financial statements is also responsible for evaluating the Group’s ability to continue as a going concern, disclosing relevant matters, and using the going concern basis of accounting unless management intends to liquidate the Group, to cease the operations, or to liquidate or to have no feasible alternatives but to do so.

Those charged with governance (including the supervisors) of Group are responsible for supervising the Group’s financial reporting procedure.

Account's responsibilities for the audit of consolidated financial statements

The objectives of the accountants for auditing the consolidated financial statements are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from any material misstatement due to fraud or errors and to issue an accountant’s report accordingly. Reasonable assurance refers to a high level of assurance, but there is no guarantee that an audit performed in accordance with the generally accepted auditing standards of the Republic of China can detect any material misstatement from the

150

consolidated financial statements. Misstatements may arise from fraud or errors. A misstated dollar amount, individually or in the aggregate, that could be reasonable predicted to influence the economic decision of the user of the consolidated financial statements can be viewed as material.

In accordance with the generally accepted auditing standards of the Republic of China, we exercised professional judgment and maintained professional skepticism throughout the audit. We also performed the following tasks:

1. We identified and assessed the risks of material misstatement of the consolidated financial statements, whether due to fraud or errors, designed and performed audit procedures according to those risks, and obtained audit evidence that can sufficiently and appropriately form the basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

2. We obtained an understanding of internal control relevant to the audit in order to design audit procedures suitable for the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.

3. We evaluated the appropriateness of accounting policies adopted and the reasonableness of accounting estimates and related disclosures made by management. 。

1. We concluded on the appropriateness of management’s use of the going concern basis of accounting and whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern based on the audit evidence we have obtained. If we conclude that a material uncertainty exists, we will need to draw attention in our accountant’s report to the related disclosures in the consolidated financial statements or to modify our opinion if such disclosures are inadequate. Our conclusions are based on the audit evidence obtained up to the date of this accountant’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

2. We evaluated the overall presentation, structure and content of the consolidated financial

151

statements, including the attached notes, and whether the consolidated financial statements represent the underlying transactions and events in a fair manner.

1. We obtained sufficient and appropriate audit evidence regarding the financial information of entities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of group audits and are responsible for our audit opinion.

We have communicated with those charged with governance regarding the planned scope and the timing of the audit as well as material audit findings (including significant internal control shortcomings identified in the audit).

We determined the key audit matters of the consolidated financial statements of 2019 of the Group according to matters communicated with those charged with governance. We described these matters in the accountant’s report, unless the laws and regulations prohibit such disclosure or under rare condition that we decide not to communicate a given matter because the negative impact from such communication may override its public benefits under reasonable assumption.

PwC Taiwan

Independent accountants Wu,Chien-chih Wang,Kuo-hua

The committee of the Financial Supervisory Commission Approved Certificate Number:Financial Supervisory Commission Certificate No. 1030027246

Committee of the former Executive Yuan Financial and Supervisory Commission Approved certificate: (87) Taiwan Finance (VI) No. 68790

March 24, 2021

152

Holiday Garden International Ltd. and Subsidiaries Consolidated Balance Sheet December 31 of 2020 and 2019

								Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
			D e	c e m b e r 3 1 2 0 2		0	D e	c e m b e r 3 1 2 0 1		9
	Assets	Notes		Amount	%			Amount	%
	Current assets
1100	Cash and cash equivalents	6(1)	$	887,011	13		$	1,139,837	15
1136	Financial assets available-for-sale -	8
	current			973,505	14			998,986	13
1150	Net notes receivable	6(2)		-		-		1,438		-
1170	Net accounts receivable	6(2)		24,727		-		34,412		1
1200	Other accounts receivable			823		-		3,232		-
1220	Tax assets			69,938		1		25,283		-
130X	Inventories	6(3)		1,029		-		1,096		-
1410	Advance payments			10,987		-		8,830		-
1479	Other current assets - others			194		-		292		-
11XX	Total current assets			1,968,214	28			2,213,406	29
	Non-current assets
1600	Property, plants, and equipment	6(4)(7)(25)and(8)		3,947,433	56			4,279,580	56
1755	Right if use asset	6(5)		112,412		2		118,349		2
1780	Intangible assets	6(6)(25)		664,991		9		750,664	10
1840	Deferred tax assets	6(23)		317,815		5		192,672		2
1915	Prepayments for equipment			11,663		-		83,278		1
1920	Guarantee deposits paid			10,040		-		8,273		-
1990	Other non-current assets - others			192		-		203		-
15XX	Total non-current assets			5,064,546	72			5,433,019	71
1XXX	Total assets		$	7,032,760	100		$	7,646,425	100

(Next page)

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Holiday Garden International Ltd. and Subsidiaries Consolidated Balance Sheet December 31 of 2020 and 2019

										Unit: NT$1,000	Unit: NT$1,000	Unit: NT$1,000
					D e	c e m b e r 3 1 2 0 2		0	D e	c e m b e r 3 1 2 0 1		9
	Liabilities and equity		Notes			Amount	%			Amount	%
	Current liabilities
2100	Short-term borrowings	6(8)and	8		$	1,609,599	23		$	1,530,000	20
2110	Short-term notes and bills payable	6(9)				130,000		2		130,000		2
2130	Contractual liabilities - current	6(16)				11,090		-		18,310		-
2150	Notes payable					-		-		322		-
2170	Accounts payable					3,712		-		3,020		-
2200	Other accounts payable	6(10)				67,336		1		111,411		2
2230	Current income tax liabilities					18,949		-		1,370		-
2280	Current lease liabilities					6,451		-		5,664		-
2320	Long-term liabilities - current portion	6(11)and 8				718,775	10			1,153,308	15
2399	Other current liabilities: others					3,000		-		2,654		-
21XX	Total current liabilities					2,568,912	36			2,956,059	39
	Non-current liabilities
2540	Long-term borrowings	6(11)and 8				2,997,564	43			2,822,208	37
2570	Deferred income tax liabilities	6(23)				262,719		4		332,231		4
2580	Lease obligations-non-current					113,282		1		117,715		1
2610	Long-term notes and accounts	6(4)
	payable					127,577		2		127,577		2
2645	Deposits received					755		-		1,370		-
25XX	Total non-current liabilities					3,501,897	50			3,401,101	44
2XXX	Total liabilities					6,070,809	86			6,357,160	83
	Equity
	Consolidated net income attributable
	to owners of the parent company
	Capital stock	6(13)
3110	Common share capital					1,104,856	16			1,104,856	15
	Capital surplus	6(14)
3200	Capital surplus					2,169		-		2,169		-
	Capital surplus	6(15)
3310	Legal reserve					82,561		1		82,561		1
3320	Special reserve					71,161		1		71,161		1
3350	Retained earnings			(		182,800) (		2 )		87,509		1
	Other equity
3400	Other equity			(		115,996) (		2 )	(	58,991) (		1)
31XX	Total income attributable to the
	owners of the parent company					961,951	14			1,289,265	17
3XXX	Total equity					961,951	14			1,289,265	17
	Significant contingent liabilities and	9
	unrecognized contractual commitments
3X2X	Major events after the reporting
	period				$	7,032,760	100		$	7,646,425	100

Please refer to notes of consolidated financial statements provided at the end, which is part of this consolidated
financial report.

Chairperson of the Board: Chen Hai-niManager: Chen Hai-ni
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Accounting Director: Yu Su-Ling

Holiday Garden International Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31 of 2020 and 2019

Unit: NT$1,000

(Except earnings (loss) per share, which is in NT$1.00)

Item

2 0 2 0 2 0 1 9 Notes A m o u n t % A m o u n t % 6(16) $ 741,703 100 $ 1,520,242 100 6(3)(21) (22) ( 228,018) ( 31) ( 232,551) ( 15) 513,685 69 1,287,691 85 6(6)(21)(22) ( 712,444 ) ( 96) ( 1,067,687) ( 70) 12(2) ( 667) - ( 354) - ( 713,111) ( 96) ( 1,068,041) ( 70) ( 199,426) ( 27) 219,650 15 6(17) 15,983 3 37,413 2 6(18) 15,527 2 3,220 - 6(19) ( 185,729 ) ( 25) ( 31,609) ( 2) 6(20) ( 140,215) ( 19) ( 200,382) ( 13) ( 294,434) ( 39) ( 191,358) ( 13) ( 493,860 ) ( 66) 28,292 2 6(23) 223,551 30 ( 32,984) ( 3) ($ 270,309) ( 36) ($ 4,692) ( 1) ( $ 71,256 ) ( 10) ($ 43,314) ( 3) 6(23) 14,251 2 8,663 1 ($ 57,005) ( 8) ($ 34,651) ( 2) ($ 327,314) ( 44) ($ 39,343) ( 3) ($ 270,309) ( 36) ($ 4,692) ( 1) ($ 327,314) ( 44) ($ 39,343) ( 3) 6(24) ($ 2.45) ($ 0.04) ( $ 2.45) ($ 0.04)

4000 Operating revenue 5000 Operating cost 5900 Operating gross profit Operating expenses 6200 Management expense 6450 Expected impairment loss 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other gains and losses 7050 Financial cost 7000 Total non-operating income and expenses 7900 Net profit before tax 7950 Income tax expense 8200 Net profit (losses) for this year Other comprehensive income Components may be subsequently reclassified to profit/loss 8361 Exchange differences on translation of foreign financial statements 8399 Income tax of components that may be reclassified 8300 Net amount other comprehensive income (loss) after tax 8500 Total comprehensive income (loss) Net income attributable to 8610 Owners of the parent company Total comprehensive income (loss) attributable to: 8710 Owners of the parent company Earnings (loss) per share 9750 Basic 9850 dilution

Please refer to notes of consolidated financial statements provided at the end, which is part of the
consolidated financial statements.。

Chairperson of the Board: Chen Hai-ni    Manager: Chen Hai-ni

Accounting Director : Yu Su-
ling

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Holiday Garden International Ltd. and Subsidiaries Consolidated Statements of Changes in Equity January 1 to December 31 of 2020 and 2019

Unit: NT$1,000

2019 Balance on January 1, 2019 Net loss Other comprehensive income Total current comprehensive income 2018Appropriation and distribution of retained earnings: Legal reserve Stock dividends Cash dividends Balance on December 31, 2019 2020 Balance on January 1, 2020 Current net profit Other comprehensive income for this year Total current comprehensive income Balance, December 31, 2020	N o t e s	N o t e s	C o n s o l i d a t e d n e t i n c o m e a t t r i b u t a b l e	C o n s o l i d a t e d n e t i n c o m e a t t r i b u t a b l e	C o n s o l i d a t e d n e t i n c o m e a t t r i b u t a b l e	C o n s o l i d a t e d n e t i n c o m e a t t r i b u t a b l e	C o n s o l i d a t e d n e t i n c o m e a t t r i b u t a b l e	C o n s o l i d a t e d n e t i n c o m e a t t r i b u t a b l e	C o n s o l i d a t e d n e t i n c o m e a t t r i b u t a b l e	t o s t o c k h o l d e r s o f t h e c o m p a n y	t o s t o c k h o l d e r s o f t h e c o m p a n y	t o s t o c k h o l d e r s o f t h e c o m p a n y
			O r d i n a r y s h a r e c a p i t a l	C a p i t a l s u r p l u s - A d di ti o na l p a i d - i n capital in e x c e s s		R e t a i n e d e a				r n i n g s	O t h e r	e q u i t y
						Legal reserve		Special reserve		R e t a i n e d e a r n i n g s	E x c h a n g e differences on translation of f o r e i g n f i n a n c i a l s t a t e m e n t s	T o t a l
	6(15 6(15)		$ 1,023,015 - - - - 81,841 - $1,104,856 $1,104,856 - - - $1,104,856		$ 2,169 - - - - - - $ 2,169 $ 2,169 - - - $ 2,169		$ 61,295 - - - 21,266 - - $ 82,561 $ 82,561 - - - $ 82,561		$ 71,161 - - - - - - $ 71,161 $ 71,161 - - - $ 71,161

Please refer to notes of consolidated financial statements provided at the end, which is part of the consolidated financial statements.

Chairperson of the Board: Chen Hai-ni

Manager: Chen Hai-ni

Accounting Director: Yu
Su-ling

19

Holiday Garden International Ltd. and Subsidiaries Consolidated Cash Flow Statements January 1 to December 31 of 2020 and 2019

Unit: NT$1,000

Cash flows from operating activities Net profit before tax Adjustments: Revenue/expenses not affecting the cash flows Provision for bad debt expense Depreciation Amortization cost Financial asset loss measured at fair value through profit or loss Interest expense Interest income Gain on disposal of available-for-sale group Impairment loss on non-financial assets Changes in assets/liabilities related to operating activities Net changes in assets related to operating activities Notes receivable Accounts receivable Inventories Advance payments Other current assets - others Notes receivable Net changes in liabilities related to operating activities Contractual liabilities - current Notes payable Accounts payable Other accounts payable Unearned receipts Other current liabilities: others Operating cash inflows Interests received Interests paid Refund of income tax Income taxes paid Net cash inflows from operating activities Cash flows from investment activities Acquisition of financial assets available-for-sale Proceeds from disposal of financial assets available-for- sale Decrease (increase) in other financial assets - current Acquisition of property, plants, and equipment Disposal of property, plants, and equipment Cash and cash equivalents classified to the group available for sale Decrease (increase) in guarantee deposits paid Decrease in other non-current assets - others Net cash inflows (outflows) from investment activities Acquisition of financial assets available-for-sale Proceeds from disposal of financial assets available-for- sale Cash flows from fundraising activities Increase in short-term borrowings Decrease in short-term borrowings Increase in short-term notes and bills payable Proceeds from long-term borrowings Payments of long-term borrowings

Note 2020 2019 ( $ 493,860 ) $ 28,292 12(2) 667 354 6(4)(5)(21) 210,080 207,332 6(6)(21) 49,923 43,062 6(5) ( 16 ) - 6(20) 140,215 200,382 6(17) ( 15,983 ) ( 37,413) 6(19) - ( 62 6(7)(19) 132,975 - 1,438 ( 638 ) 7,928 ( 1,819 ) ( 355 ) ( 358 ) 67 ( 752 ) ( 2,157 ) ( 830 ) 98 6 ( 7,084 ) 8,193 ( 322 ) ( 1,150 ) 692 ( 2,872 ) ( 36,839 ) 16,012 346 877 ( 12,187 ) 458,616 18,716 37,403 ( 142,725 ) ( 196,006 ) 5,187 - ( 18,635) ( 131,009) 281,378 6(26) $ - 49,196 - ( 409,760 ) 25,481 - 6(25) - ( 2,045,468 ) 6(26) ( 3,464 ) ( 8,595 ) - 495 6(6) - ( 1,804 ) ( 105,227 ) ( 83,278 ) ( 2,111 ) ( 1,367 ) 11 4 ( 85,310) ( 2,500,577) 6(27) 1,791,099 1,660,000 6(27) ( 1,711,500 ) ( 1,334,500 ) 6(27) ( 4,730 ) ( 2,118 ) 6(27) 1,060,660 1,441,860 6(27) ( 1,125,967 ) ( 156,079 )

Please refer to notes of consolidated financial statements provided at the end, which is part of the consolidated financial
statements.

Chairperson of the Board: Chen Hai-ni            Manager: Chen Hai-ni              Accounting Director: Yu Su-ling

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Holiday Garden International Ltd. and Subsidiaries Consolidated Cash Flow Statements January 1 to December 31 of 2020 and 2019

Unit: NT$1,000

Increase in guarantee deposits received Distribution of cash dividends Net cash inflows from fundraising activities Effect of exchange rate changes Increase (decrease) in cash and cash equivalents of the current period Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period	Note 2020 2019 ( 615 ) 215 6(15) - ( 20,460) 8,947 1,588,918 ( 45,454) ( 31,030) ( 252,826 ) ( 661,311 ) 6(1) 1,139,837 1,801,148 6(1) $ 887,011 $ 1,139,837

Please refer to notes of consolidated financial statements provided at the end, which is part of the consolidated financial
statements.

Chairperson of the Board: Chen Hai-ni            Manager: Chen Hai-ni              Accounting Director: Yu Su-ling

~158~

Holiday Garden International Ltd. and subsidiaries Notes for Consolidated Financial Statements

2020 and 2019

(Unless otherwise noted)

1. Company milestones

• (1) Holiday Garden International Ltd. (the “Company”) was established in July 1959, and the primary scope of business operation includes tourism h otels and attached restaurants and swimming pools. The Company has been a Taiwan Stock Exchange Corporation (TSEC) listed company since February, 1965.

• (2) For information of the primary business operations activities of the Company and the subsidiaries (the Group), please refer to Note 4(3).

2. Date and procedure of approval of the financial report

This consolidated financial report has been approved and issued by the Board of Directors on March 24, 2021.

3. Applicability of newly issued and revised standards and interpretations

• (1)Impacts from adopting the latest, amended and revised International Financial Reporting Standards (IFRS) approved by the Financial Supervisory Commission (ROC)

The following table summarizes the latest, amended and revised IFRS standards and interpretations applicable for 2020 approved by the Financial Supervisory Commission:

Commission:
Newly issued/revised/amended standards and interpretations Amendments to IAS 1 and IAS 8 “Disclosure Initiative -Definition of materiality” Amendments to IFRS3 “Definition of a Business” Amendments to IFRS 9,IAS 39 and IFRS 7 “Interest Rate Benchmark Reform” Amendments to IFRS 16, "Covid-19-Related Rent Concessions" Note: The FSC allows early application on January 1, 2020.	Effective date of issuance
	by International Accounting Standards Board January 1, 2020 January 1, 2020 January 1, 2020 June 1, 2020(Note)

The Company has determined that the above standards and interpretations have no material effect on the Company’s financial conditions and performance.

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(2)Impacts from not adopting the latest, amended and revised International Financial Reporting Standards (IFRS) approved by the Financial Supervisory Commission (ROC)

The following table summarizes the latest, amended and revised IFRS stan dards and interpretations but not yet approved and included by the Financial Supervisory Commission:

Commission:
Newly issued/revised/amended standards and interpretations Amendments to IFRS 4 "Extension of the Temporary Exemption from Applying IFRS 9	Effective date of
	issuance by
	International Accounting Standards
	Board January 1, 2021

Amendments to IFRS 9,IAS 39,IFRS 7,IFRS 4 and IFRS16 “Interest Rate January 1, 2021 Benchmark Reform—Phase 2 ”

The Group has determined that the standards and interpretations above has no

material impact on the Group’s financial conditions and performance.

(3)Impacts from International Financial Reporting Standards (IFRS) issued by International Accounting Standards Board (IASB) but not yet approved by the Financial Supervisory Commission (ROC)

The following table summarizes the latest, amended and revised IFRS standards and interpretations but not yet approved and included by the Financial Supervisory Commission:

Newly issued/revised/amended standards and interpretations Amendments to IFRS 3 “Reference to the Conceptual Framework ” Amendments to IFRS 10 and IAS 28, "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture". IFRS 17"Insurance Contracts". Amendments to IFRS 17"Insurance Contracts" Amendments to IAS 1"Classification of Liabilities as Current or Non-current". Amendments to IAS 1"Disclosures to accounting Policies" Amendments to IAS 8"Definition of Accounting Estimates" Amendments to IAS 16 "Property, Plant and Equipment: Proceeds before Intended Use" Amendments to IAS 37 "Onerous Contracts—Cost of Fulfilling a Contract" Annual improvement for the 2018-2020 cycle

Effective date of issuance by International Accounting Standards Board January 1, 2022 Pending IAS Board decisions January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2022 January 1, 2022 January 1, 2022

The Group has determined that the standards and interpretations above has no material impact on the Group’s financial conditions and performance.

~160~

4.Summary of significant accounting policies

The major accounting policies adopted for preparing these consolidated financial report are described below. Unless otherwise specified, these policies are consistently applied in the entire period reported.

(1)Statement of compliance

The consolidated financial statements have been prepared on the basis of historical cost.

• (2)Basis of preparation

• 1.The consolidated financial statements have been prepared on the historical cost basis except for financial instruments that are measured at fair value.

• 2.To prepare for financial reports in accordance with IFRSs, some important accounting estimations are required. When applying the Group’s accounting policies, management also needs to make judgment, which involves accounts of a high level of decision-making and complexity or accounts associated with material assumption and estimation. Please refer to Not 5 attached.

• (3) Basis of consolidation

• 1.Principles for consolidated financial report preparation

• (1) The Group incorporates all subsidiaries into the the entities this consolidated financial report is prepared for. Subsidiaries refer to entities controlled by the Group (including structure entities). When the Group is expo sed to variable rewards from participating in that entity or entitled to rights to said variable rewards and the Company has the power and ability to affect said rewards of that entity, the Group controls said entity. The subsidiaries are included into the consolidated financial report since the day the Group acquire their control and the consolidation ends on the day their control is lost.

• (2) The transactions, balance, and unrealized profit or loss generated between the subsidiaries of the Group had been eliminated. Necessary adjustment of accounting policies of the subsidiaries has been made to be consistent with policies of the Group.

• (3) Profit or loss and other comprehensive income components are attributable to owners of the parent company and non-controlling interests. Comprehensive income is also attributable to owners of the parent company and non - controlling interests, even if this results in the non-controlling interests having a deficit balance.

~161~

• (4) If changes in the shareholding of a subsidiary do not lead to losing the control (transactions with non-controlling interests), they will be treated as equity transactions, i.e., transactions between shareholders. The difference between adjustment of non-controlling interests and the fair value of the consideration paid or received is directly recognized in equity.

• (5) When the Group loses its control over a subsidiary, the remaining investment of the previous subsidiary should be re-measured at the fair value and be treated as the fair value of the initially recognized financial asset or the cost of initially recognized invested associates or joint ventures. The difference between the fair value and the carrying amount is recognized in profit or loss. For all amounts of a subsidiary previously recognized in other comprehensive income, the accounting treatment is based on the same principle as if the Group directly disposes the related assets or liabilities. That is, if the amount is previously recognized as a profit or loss of other comprehensive inco me, it should be reclassified as income when the related assets or liabilities are disposed. Moreover, when the Company losses the control over the subsidiary, such profit or loss shall be reclassified into income from equity.

• Subsidiaries included in the consolidated financial report:

Investor Holiday Garden Hotel Co., Ltd. HOLIDAY GARDEN INTERNATIONAL LTD. HOLIDAY GARDEN U.S.	Subsidiary HOLIDAY GARDEN INTERNATIONAL LTD. HOLIDAY GARDEN INTERNATIONAL LTD HOLIDAY GARDEN U.S. HOLIDAY GARDEN SF CORP. HOLIDAY GARDEN SN CORP. HOLIDAY GARDEN NW CORP. HOLIDAY GARDEN VC CORP. HOLIDAY GARDEN WC CORP. HOLIDAY GARDEN EV CORP.	Business scope Investment business Hotel operations Investment business Hotel operations Hotel operations Hotel operations Hotel operations Hotel operations Hotel operations		% shareholding	Description
			December 31, 2020 100 100 100 100 - 100 100 100 100	December 31, 2019 100 100 100 100 - 100 100 100 100
					Note1 Note2

• Note1 ： Holiday Garden SN CORP. has completed the liquidation process in the third quarter of 2019.

• Note2 ： Holiday Garden EV CORP. was established in the first quarter of 2019 and 。

• completed its asset injection in the second quarter of 2019.

• 。

• 1. Subsidiaries not included in the consolidated financial report: None

• Adjustment and treatment of different accounting period of subsidiaries: None 。

• Significant restriction: None

• Subsidiaries of non-controlling interests significant to the Group: None

• (4)Foreign currency translation

Accounts listed in the financial report of each entity of the Group are based on the money (i.e., functional currency) of the primary economic environment where the

~162~

entity operates. This consolidated financial report is presented in Ne w Taiwanese Dollars (NT$), which is the Company’s functional and presentation currency.

• 1.Foreign currency transaction and balance

• (1) For foreign currency transactions, spot rate of exchange on the trading day or the measurement date is used for functional currency translation, and the resulting exchange differences are recognized in current profit or loss.

• (2) Foreign currency monetary assets and liabilities balance is adjusted based on the spot exchange rate on the balance sheet date, and the resulting exchange differences are recognized in profit or loss.

• (3) Foreign currency monetary assets and liabilities balance is measured at fair value through profit or loss and adjusted using the spot exchange rate on the balance sheet. The resulting exchange differences are recognized in profit or loss. For foreign currency monetary assets and liabilities balance that is measured at fair value through other comprehensive income, it is adjusted using the the spot exchange rate on the balance sheet day. The resultin g exchange differences are recognized in the account of other comprehensive income. As for those not measured at fair value, they are measured at the historical exchange rate on the initial transaction day.

• (4) All exchange gains or losses are recognized in “other gains and losses” in the statement of comprehensive income.

• 2.Translation of foreign financial statements

• (1) All the group entities that have a functional currency different from the presentation currency are translated into the presentation cur rency as follows: A.The assets and liabilities of each balance sheet presented are translated at the closing rate of that balance; ；

• B.The income and expense of each statement of comprehensive income are translated using the current average exchange rate, and

• C.Exchange differences generated from translation are recognized in other comprehensive income.

• (2) When a foreign operation is partially disposed of or sold, it will be recognized in the accumulated exchange differences of other comprehensive income and reclassified to the non-controlling interests of that specific foreign operation. However, when the Company loses the control of a foreign operation subsidiary, even if the Company still keeps partial equity of the former subsidiary, it is treated as disposing all equity of the foreign operation.

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

• 1.Assets that meet one of the following criteria are classified as current assets:

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• (1) Assets expected to be realized in the normal operating cycle or intended to be sold or consumed,

• (2) Liabilities held primarily for transaction purposes.

• (3) Assets expected to be realized within 12 months after the balance sheet date;

• (4) Cash and cash equivalents, excluding those to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

• The Group classifies all assets not meeting the above asset criteria as non -current assets.

• 2.Liabilities that meet one of the following criteria are classified as current liabilities:

• (1) Liabilities expected to be paid off in the normal operating cycle;

• (2) Liabilities held primarily for transaction purposes.

• (3) Liabilities that are to be paid off within 12 months after the balance sheet date.

• (4) Liabilities for which the repayment date cannot be extended unconditionally to more than 12 months after the balance sheet date. Classification of liabilities for which, at the option of the counterparty, repayment is required for the issue of equity instruments is not affected.

• The Group classifies all liabilities that do not meet the above criteria as non - current.

• (6) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments, which can be readily converted to fixed cash and has an insignificant risk of valu e change. Time deposits meet the above definition, and their holding satisfies short -term cash commitments for operation. Therefore, they are classified as cash equivalents.

(7) Financial assets measured at fair value through profit or loss

• 1.It refers to financial assets measured at amortized cost or at the fair value through other comprehensive income.

• 2.The Group uses trade day accounting for financial assets measured at fair value through profit or loss and satisfying the accounting practice.

• 3.The Group at initial recognition uses fair value measurement. Related transaction cost is recognized in profit or loss and subsequently measured at fair value. The gain or loss is recognized in profit or loss.

• (8) Financial assets at amortized cost

• 1.Finanacial assets at cost are corresponding to the following conditions ： (1) The business model of the company which owns such financial assets is to collect the contractual cash flows as purpose.

• (2) The contractual cash flows of specific financial asset under consi deration are on account of repayment of principal and interest and they occur on specified dates.

• 2.The Group uses trade day accounting for financial assets measured at amortized cost through profit or loss and satisfying the accounting practice.

• 3.The Group measured transaction cost of initial recognition which reported at

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fair value .Using the effective interest method and is recognized in profit and 。 loss which are recognized in profit and loss when the asset is derecognized

• 4.For short-term accounts receivable without certificate of deposit, they are measured at the original invoice amount because of insignificant effect of 。

• discounting

• (9) Accounts and notes receivable

• 1.This term refers to accounts and notes granting an unconditional right to receive consideration in exchange for transferred goods or rendered services in accordance with the contract.

• 2.For short-term accounts receivable without interest payment, they are measured at the original invoice amount because of insignificant effect o f discounting.

• (10) Impairment loss on financial assets

The Group assesses the amortized financial assets carried out at cost based on all reasonable and evidence-supported information (including those on a prospective basis) on each balance sheet date. For financial assets exposed to significantly increasing credit risk after the initial recognition, the Company measures the loss allowance for 12-month expected credit losses. For financial assets exposed to significantly increasing credit risk since the initial recognition, the Company measures the loss allowance for the financial assets at an amount equal to the lifetime expected credit losses. For accounts receivable that do not contain a significant financing component, the Group measures the loss allowance at on amount equal to lifetime expected credit losses for trade receivable

(11) Derecognition of financial asset

The Company will derecognize a financial asset if one of the following conditions is met ：

• 1.The contractual rights to receive cash flows from the financial asset expire.

• 2.The contractual rights to receive cash flows from the financial asset are transferred, and almost all risks and rewards of the ownership of the financial asset has been transferred.

• 3.The contractual rights to receive cash flows from the financial asset are transferred, and the control over the financial asset is not retained.

• (12) Operating lease(lessor)

Payments received under operating leases, net of any incentives given to the lessees, are recognized in profit or loss on a straight-line basis over the term of the lease.

(13) Inventories

Inventories are stated at the lower of cost and net realizable value, and the cost is determined by the weighted average method. The item by item method is adopted to compare between the cost and the net realizable value to decide which one is lower. The net realizable value refers to the estimated sale price in the normal course of business, less relevant variable selling expenses.

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• (14) Property, plants, and equipment

• 1.Property, plants, and equipment are carried at acquisition cost, and the related interests during the construction period are capitalized.

• 2.Subsequent cost may become a carrying amount of the assets or be recognized as a single asset only if future economic benefits associated with this item may flow into the Group and moreover, the cost of this item can be reliably measured. The carrying amount of the replaced part should be derecognized. All other repair and maintenance expenses are recognized in profit or loss when they are incurred.

• 3.Property, plants, and equipment are measured subsequently using the cost model. Except land, which does not depreciate, all others are depreciated by the straight-line method according to the estimated useful lives. Significant components of property, plants, and equipment should be depreciated separately.

4.The Group reviews each asset’s residual value, useful life, and depreciation
method at the end of each fiscal year, and if the expected residual value and
useful lives are different from the previous estimation or if the expected
consumption type of future economic benefits of a given asset has any
material change, the stipulation on changes in accounting estimates from IAS
8 “Accounting Policies, Changes in Accounting Estimates and Er rors” will
adopted for treatment. The useful lives of assets are listed below：
Land improvements 2 to 39 years
Buildings and structures 2 to 55 years
Utility equipment 3 to 20 years
Business facilities/equipment 1 to 25 years
Other facilities 3 to 8 years

(15)Lease transaction of Lessee － Right-of-use asset/Lease obligations

1. Leased assets are recognized as right-of-use assets and lease liabilities at the date they become available for use by the Group. The lease payments are recognized as an expense over the lease term using the straight-line basis when a lease contract is a short-term lease or a lease of a low-value subject asset

2. 2.Recognized the lease obligations as the present value of incremental borrowing rate of interest which lease started. The lease benefit included fixed benefit ,and deducted any Incentive. Provided the interest during the lease by measuring the cost after amortization whit adopting interest method. The group will reevaluate lease obligations and adjust the right-of-use assets when the lease term or benefit changed by amending non-contract.

3. 3.Right-of-use assets are recognized as cost at the beginning of the lease. The cost includes the original measured amount of the lease liabilities. The useful life of right-of-use assets or the expiry date of the lease term will be provided to be depreciation. The right-if-use asset will adjust any remeasurement of the lease liabilities which is reassessed.

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(16) Intangible assets

• 1.Trademark and franchising

• Trademark and franchising obtained separately are recognized by the acquisition cost. As for trademarks and franchising acquired from corporate merger, they are recognized using the fair value on the acquisition day. Trademarks and franchising are assets with finite useful lives and amortization is calculated using the straight-line method over the 15 to 22.6 years of useful lives.

• Other intangible assets

For other intangible assets, they are recorded using the acquisition cost, and amortization is calculated using the straight-line method over 5 to 15 years.

(17) Non-financial asset impairments

The Group estimates the recoverable amount for assets showing impairments at the balance sheet date, and when the recoverable amount of an asset is lower than the book value, it will be recognized in impairment loss. The recoverable amount refers to the higher of fair value less costs to sell and value in use. Aside from goodwill, when an asset impairment loss recognized the year before disappears or decreases, reverse the impairment loss, but the increase to the carrying amount of the asset due to the reversal cannot exceed the said asset ’s book value without impairment recognized and net of amortization or depreciation.

(18) Borrowings

It refers to proceeds from long-term and short-term bank borrowings. The Group recognizes borrowings initially at fair value, net of transaction costs incurred, and subsequently any difference between the proceeds (net of transaction costs) and the redemption value is measured at amortized cost using the effective interest method and recognized as interest expense in profit or loss during the circulating period.

(19) Accounts and notes payable

• 1.Accounts and notes payable are liabilities for purchases of raw materials, goods or services resulting from operating and non-operating activities.

• 2.For short-term, non-interest-bearing accounts and notes payable, they are measured at the original invoice amount because of insignificant discounting effect.

(20) Derecognization of financial liabilities

The Group will derecognize a financial liability when the contracted obligations are fulfilled, canceled, or expired.

(21) Offset of financial assets and liabilities

Financial assets and liabilities can be offset only if there is the legally enforceable right to do so and the intent is to to settle on a net basis or to realize the asset and settle the liability simultaneously, and the net amount has to be stated in the balance sheet.

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(22) Employee benefits

• 1.Short-term employee benefits

  • Short-term employee benefits are measured at undiscounted amount of prospective payment and are recognized as expenses when related services are rendered.

• 2.Pensions

  • Defined contribution plans (DCP)

  • For defined contribution plans, the contribution amounts for pension are recognized in the current pension expense when they are due on the accrual basis. Prepaid contributions are recognized as assets to the extent of refundable cash or reduction in future payment.

• 3.Employees’ compensation and directors’ and supervisors’ remuneration Employees’ compensation and directors’ and supervisors’ remuneration are legal or constructive obligations and are recognized in expenses and liabilities when the amount can be reasonably estimated. Deviation between estimated and actual distribution amount shall be treated in accordance with changes in accounting estimates. For stock distribution as employee remunerations, the closing price of the day prior to the resolution of the Board of Directors shall be the basis for calculating the number of shar es.

• (23) Income tax

• 1.Income tax expense includes current and deferred income tax. Income tax is recognized either in the income statement or in equity if it relates to items that are recognized in other comprehensive income or directly in equity

• 2.The Group calculates the current income tax using tax rates enacted or substantively enacted by the balance sheet date of the country generating the taxable income from operations Management periodically evaluates the condition of income tax filing in accordance with appropriate income tax related laws and regulations and if applicable shall make tax payment to the tax authorities based on the estimated income tax liabilities. There is an additional tax of unappropriated earnings according to the Income Tax Act , and after the earning distribution is approved at the shareholders ’ meeting held in the year following the year the earnings are generated, the tax expense of undistributed earnings shall be recognized based on the actual condition of earning distribution.

• For deferred income tax, the balance sheet liability method is adopted, and it is recognized on temporary differences between the tax base of assets and liabilities and their carrying amounts in the balance sheet. Deferred income tax liabilities generated from the initial recognition of goodwill are not recognized. Moreover, deferred income tax is not recognized if it is originated from the initial recognition of assets or liabilities in transactions (business merger excluded) and neither accounting profits nor taxable income (or tax losses) is affected at the time of the transaction. For temporary differences generated from investments in subsidiaries, they are not recognized if the Group is capable of controlling the time point of reversal of the temporary differences, and the temporary differences may not be reversed in the foreseeable future. Deferred tax is determined using tax rates (and tax laws) enacted or substantively enacted by the balance sheet date, and the tax rates (and tax laws) used are the ones expected to be

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applicable when realizing related deferred tax assets or repaying related deferred tax liabilities.

1. Deferred tax assets are recognized to the extent when they are highly likely to be used to offset future taxable income, and unrecognized and already recognized deferred income tax assets should be re-evaluated on each balance sheet date.

2. Recognized current income tax assets and liabilities are offset only if there is the legally enforceable right to do so and the intent is to settle on a net basis or to realize the asset and settle the liability simultaneously and the net amount has to be stated in the balance sheet. Deferred income tax assets and liabilities are offset only if there is the legally enforceable right to do so and the deferred income tax assets and liabilities related to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities, but each entity intend to either settle on a net basis or to realize the assets and settle the liabilities simultaneously.

3. (24) Dividend distribution

Dividends distribution among the Company's shareholders are recognized in the financial report when the Company’s shareholders’ meeting resolved that dividends are to be paid; cash dividend distribution is recognized as liabilities, while share dividend distribution is recognized as stock dividend to be distributed and be converted to common stock on the base day of issuance of new stock.

(25) Revenue recognition

• 1.The Group provides accommodations and foodservice related products, and the sales revenue is recognized at the time the services are rendered or products are delivered to customers.

• 2.Sales revenue is recognized as the contractual price net of the estimated price.

• 3.Accounts receivable is recognized at the time services are rendered or products are delivered to customers. Because at that time point the Group has the unconditional right to the contractual price, the consideration can be collected from customers after the time point.

(26) Government Grants

Government grants are recognized at fair value when there is reasonable assurance that the enterprise will comply with the conditions attached to the government grant and receive the grant. If the nature of the government grant is to compensate the Group for expenses incurred, the government grant is recognized systematically in profit or loss in the period in which the related expenses are incurred.

(27) Business combination

• 1.The Group uses the acquisition method for business combinations. Consolidated consideration is based on the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued, and the consideration transferred includes the fair value of any assets and liabilities arising from contingent consideration agreements. Acquisition-related costs are recognized as an expense when incurred. Identifiable assets acquired and liabilities assumed in a business combination are measured at fair value at

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the acquisition date. On an individual acquisition transaction basis, the Group elects to measure non-controlling interests whose components are present ownership interests and whose holders are entitled to a proportionate share of the net assets of the enterprise at the time of liquidation eithe r at acquisition date fair value or at the non-controlling interest's proportionate share of the acquiree's identifiable net assets; all other components of the non-controlling interest are measured at acquisition date fair value.

• 2.If the aggregate fair value of the transfer consideration, the non-controlling interest in the acquiree, and the interest previously held in the acquiree exceeds the fair value of the identifiable assets acquired and liabilities assumed, the difference is recognized as goodwill at the acquisition date; if the aggregate fair value of the identifiable assets acquired and liabilities assumed exceeds the aggregate fair value of the transfer consideration, the non-controlling interest in the acquiree, and the interest previously held in the acquiree, the difference is recognized in profit or loss for the current period.

• (28) Operations department

Information from the Group's operations department and internal management reports provided to major operations decision makers are reported by a consistent approach. Major operations decision makers are responsible for distributing resources to operations department and evaluating their performance.

5.Critical accounting judgments, estimates and key sources of assumption uncertainty

When preparing this consolidated financial report, the Group's management has applied its judgment on determining the accounting policies used and made accounting estimations and assumptions based on reasonable expectation of future events according to the conditions on the balance sheet date. Accounting estimations and assumptions may be significantly different from the actual results, and therefore, experiences and other factors are continuously evaluated and adjusted.

These estimations and assumptions expose the carrying amounts of assets and liabilities to the risk of material adjustment in the next fiscal year. Uncertainty of material accounting judgments, estimates, and assumptions are described below ：

(1) Material judgments adopted by accounting policies

The Group has made no critical judgments adopted by accounting policies.

(2) Material accounting estimates and assumptions

Impairment assessment of property, plant and equipment and intangible assets

In asset impairment evaluation, the Group relies on subjective j udgment to determine the independent cash flows of a given asset group, service life of the asset, and possible revenue and expenses in future based on the asset use model and the characteristics of the industry. Moreover, estimated changes in economic conditions and group ‘s strategies may also lead to significant impairment in future.

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6.Details of significant accounts

(1)Cash and cash equivalents

(1)Cash and cash equivalents
Cash: Cash in treasury and working funds Checking deposits and demand deposits Cash equivalents: Time deposits	December 31, 2020 $ 1,667 468,542 470,209 416,802 $ 887,011	December 31, 2019
		$ 2,241 561,320
		563,561 576,276
		$ 1,139,837

• 1.The Group places cash and deposits

• with multiple reputable banks and financial institutions to disperse the credit risk, and therefore, the probability of occurrence of default is very low.

• 2.As of December 31, 2020 and 2019, cash and cash equivalents held by Group restricted for pledging purposes have been classified as financial assets measured at amortized cost of $973,505 and $998,986, respectively, based on their liquidity.

• (2)Net amount of accounts and notes receivable

Notes receivable Less: Allowance for doubtful accounts Accounts receivable Less: Allowance for doubtful accounts	December 31, 2020 $ - - $- $ 25,738 ( 1,011) $ 24,727	December 31, 2019
		$ 1,438 - $ 1,438 $ 34,762 ( 350) $ 34,412

• 1.Aging analysis of accounts and notes receivable (including non -current assets available for sale) ：

available for sale)：
Not past due and past due for 1 to 30 days Past due for 31 to 90 days Past due for more than 91 days	December 31, 2020 $ - - $- $ 25,738	December 31, 2019
		$ 1,438 -
		$ 1,438 $ 34,762

The above is the aging analysis based on past due days.

• 2.As at December 31, 2020, December 31,2019 and January 1,2019,the Group's receivables (including notes receivable) from customers were $ 25,738, $36,200 and $34,352, respectively.

• 3.The Group does not hold any collateral as security.

• 4.Without considering the collaterals held or other credit enhancement, the Group ’s maximum amount of credit risk exposure of the most representing notes receivable

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for December 31, 2020 and 2019 was NT$800 and NT$1,438 respectively. The Group's maximum amount of credit risk exposure of the most representing accounts receivable for December 31, 2020 and 2019 was NT$24,727 and NT$34,412 respectively.

• 5.For information related to credit risk of accounts and notes receivable, please refer to 12(2).

(3)Inventories

Foods and non-alcoholic and alcoholic beverages

	December 31, 2020	Carrying amount $ 1,029
Cost $ 1,029	Allowance for price decline in inventories $-

Foods and non-alcoholic and alcoholic beverages

	December 31, 2019	Carrying amount
Cost $ 1,096	Allowance for price decline in inventories $-
		$ 1,096

The inventory cost that the Group recognized as expenses for 20 20 and 2019 was $13,710 and $20,143 respectively.

(4)Property, plants, and equipment

1. The book value of property, plants, and equipment is presented below ：

Land Land improvements Buildings and structures Utility equipment Business facilities/equipment Other facilities Unfinished construction and to be inspected equipment	December 31, 2020 $ 1,313,710 59,225 2,198,603 11,990 341,333 5,344 17,228	December 31, 2019 $ 1,357,541 67,423 2,516,868 14,910 309,798 3,122 9,918 $ 4,279,580
	$ 3,947,433

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2. Changes in property, plants, and equipment in this period are as follows ：

Cost Land Land improvements Buildings and structures Utility equipment Business facilities/equipment Other facilities Unfinished construction and to be inspected equipment				2020	2020				Closing balance
	Opening balance $ 1,357,541 99,761 3,629,155 39,989 988,105 6,456 9,918	Current addition	Acquired in a combination $ - - - - - - -	Current reduction			Current transfer	Exchange rate affected Amount
		$ - - 440 166 909 339 -			$ - - - - - - -		$ - - 6,502 - 158,276 2,476 7,955		$ 1,313,710 94,770 3,486,126 40,155 1,094,490 9,271 17,228 $ 6,055,750
								($ 43,831) ( 4,991) ( 149,971) - ( 52,800) - 645
	$ 4,620,459	$ 1,854	$ 1,636,220		($ 5,841)		$ 175,209	($ 252,238)

Cost Land Land improvements Buildings and structures Utility equipment Business facilities/equipment Other facilities Unfinished construction and to be inspected equipment						2019	Closing balance $ 1,357,541 99,761 3,629,155 39,989 988,105 6,456 9,918 $ 6,130,925
	Opening balance		Current addition Acquired in a combination $ - $ 276,331 - 15,819 299 1,125,147 2,700 - 1,152 218,923 1,177 - 4,280 - $ 9,608 $ 1,636,220			Current reduction Current ~~R~~eclassification Exchange rate affectedAmount $ - $ - ($ 23,011) - - ( 2,541) - - ( 79,635) - 4,611 - ( 5,841) - ( 24,334) - - - - ( 4,611) - ($ 5,841) $- ($ 129,521)
	$ 1,104,221 86,483 2,583,344 32,678 798,205 5,279 10,249 $ 4,620,459		$ - - 299 2,700 1,152 1,177 4,280			$ - - - - ( 5,841) - - ($ 5,841)
			$ 9,608

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Accumulated depreciation and impairment Land improvements Buildings and structures Utility equipment Business facilities/equipment Other facilities Accumulated depreciation and impairment Land improvements Buildings and structures Utility equipment Business facilities/equipment Other facilities					2020
	Opening balance	Current addition $ 5,006 216,034 3,086 111,299 593 $ 336,018		$	Current reduction - - - - - 5,408) 2019		Exchange rate affected Amount		Closing balance $ 35,545 1,287,523 28,165 753,157 3,927 $ 2,108,317
	$ 32,338 1,112,287 25,079 678,307 3,334 $ 1,851,345
							($ 1,799 ) ( 40,798) - ( 36,449) - ($ 79,046)
				($
	Opening balance	Current addition			Current reduction $ - - - ( 5,408) - ($ 5,408)	Exchange rate affected Amount ($ 829) ( 17,001) - ( 16,714) - ($ 34,544)	Exchange rate affected Amount		Closing balance $ 32,338 1,112,287 25,079 678,307 3,334 $ 1,851,345
	$ 28,195 1,048,788 22,141 589,286 2,703
	$ 1,691,113

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• 3.In accordance with Kaohsiung Urban Development Kuei Tzu No. 10234984600 correspondence on October 28, 2013, the Group applied for making payment by installments for converting governmental land to commercial land in the land conversion urban plan, and the total amount to be paid is NT$212,628. The Group made the first installment payment of NT$85,051, and the remaining amount paid by the second and third installment payments was $63,788 and $63,789 respectively. These payments, which should be made before the applied construction permit or the new use permit is issued, were recognized in 2013 (The balance at December 31, 。

• 2019 and 2018 was stated as long-term notes and accounts payable of $127,577).

• 4.There was no borrowing cost capitalization of the Company’s property, plants, and equipment in 2020 and 2019.

• 5.For the impairment of property, plant and equipment, please refer to the description in Attachment 6(7).

• 6.For information on using property, plants, and equipment for guara ntees, please refer to Note 8.

• 7.For the information for obtaining property, plants, and equipment w ith acquisition method on April 4,2019, please refer to Note6(25).

• －

• (5)Lease transaction Lessee

• 1.The lease assets of the company included buildings, transportation equipment, and multifunctional office machine, and the terms between 2 to 20 years.The contract included different provisions and requirements, and no other restriction except using the assets as the guarantee to debit and credit.

• 2.The operating equipment of company included part of buildings and official vehicles and there terms are not over 12 months, they all belong to leases of lowvalue assets.

• 3.The changes in the Group's right-of-use assets for the years 2020 and 2019 are as follows:

lows:
January 1 Adding Depreciation expense Disposition December 31 January 1 Adding Depreciation expense December 31	House	2020 Transportation Equipment Business Equipment		Total
	$ 118,253 2,813 ( 6,824) (2,726) $ 111,516 House	$ - $ 96 1,013 - ( 141) ( 72) - - $ 872 24 2019 Transportation Equipment Business Equipment		$ 118,349 3,826 ( 7,037) (2,726) $ 112,412 Total
	$ 125,329 - ( 7,076) $ 111,516	$ - - - $-	$ 157 11 ( 72) 96	$ 125,486 11 ( 7,148) $ 118,349

1. The additions to the Group's right-of-use assets for fiscal 2020 and 2019 were NT$3,826 and NT$11, respectively.

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• 5.Information of loss and gains related to lease transaction as the followings:

Affected project of current loss and gain Lease obligation interest $ Expense of short-term lease Expense of leases of low-value assets Lease modification benefits (	2020 2,017 1,037 533 16)	2019
		$ 2,094 1,139 139 -

1. As of December 31, 2010 and 2008, the Group had total lease cash outflows of NT$8,317 and NT$5,490, respectively.

(6) Intangible assets

T$8,317 and NT$5,490, respectively. ntangible assets
December 31,2020 Trademark and franchising $ 660,096 Other intangible assets 4,895 $ 664,991 2020 January 1 $ 750,664 Current addition-separation - Current addition-combination - Current amortization ( 49,923) Exchange rate affected amount ( 35,750) December 31 $ 664,991 iled list of intangible asset amortization： 2020 Operating expenses $ 49,923			December 31,2019 $ 744,998 5,666 $ 750,664 2019 $ 403,004 1,804 409,248 43,062) 20,330) $ 750,664 2019 43,062
		( (
	$

Detailed list of intangible asset amortization ：

For information on obtaining Intangible assets on April 12,2019 , please refer to Note 。 6(25)

(7)Impairment of non-financial assets

1.The Group recognized impairment losses of NT$132,975 and NT$0 in fiscal 2020 and 2019, respectively, as follows:

Recognized in profit or loss for the period 2020 2019 Impairment loss - building and construction $ 132,975 $ -

• 2.A breakdown of the above impairment loss by segment is disclosed below:

Recognized in profit or loss for the period

2020 2019

U.S. Business Unit-Holiday Garden EV CORP. $ 132,975 $ -

• 3.In 2020, the Group recognized an impairment loss on buildings and structures due to a decrease in housing rates as a result of the outbreak of novel coronavirus

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pneumonia. The Group recognized an impairment loss of $132,975 by adjusting the carrying amount to the recoverable amount. The recoverable amount is the fair value of the property less the cost of disposal, which is assessed under the income method and classified in Level 3.

(8)Short-term borrowings

)Short-term borrowings
Types of borrowings Unsecured loans from bank Secured loans from banks Range of interest rates	December 31, 2020 $ 90,000 1,519,599 $ 1,609,599 0.94%~1.62%	December 31, 2019
		$ 75,000 1,455,000 $ 1,530,000 1.10%~1.90%

• 1.The Group's bank loans are recognized in the interest expense of income. Please 。

• see Note 6(20)

• 2.For collaterals of the above-mentioned short-term borrowings, please refer to Note 8 。

(9)Short-term notes and bills payable

Commercial paper payable Range of interest rates	December 31, 2020 $ 130,000 0.55%~0.90%	December 31, 2019 $ 130,000 0.60%~0.96%

Bills finance companies and other financial institutions provide guarantees for the above-mentioned short-term notes and bills payable.

(10)Other payable

Salaries payable Tax payable Interest payable management expenses payable Royalty payable Other	December 31, 2020 $ 13,834 6,251 5,508 657 1,464 39,622 $ 67,336	December 31, 2019 $ 32,933 16,000 8,299 3,224 3,760 47,195 $ 111,411

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(11)Long-term borrowings Types of borrowings Period of borrowing and repayment method Range of interest rates Long-term borrowings Unsecured loans The term of borrowing is from September 18, 2012 to September 18, 2022. The interest has been paid on a monthly basis. Starting from December 2015, the loan has been repaid quarterly for 28 installments. A deferred loan repayment agreement was entered into in June 2020, with interest-only payments until March 2021 and quarterly principal repayments at a fixed amount over that period. 1.60% Secured loans The term of borrowing is from June 4, 2014 to June 4, 2021. The interest has been paid on a monthly base. Starting from June 4, 2015, the loan has been repaid quarterly for 25 installments. The loan was repaid early in September 2020. - Secured loans The term of borrowing is from June 1, 2015 to June 1, 2022. The interest has been paid on a monthly base. Starting from June 1, 2016, the loan has been repaid quarterly for 25 installments. The loan was repaid early in September 2020. - Unsecured loans The term of borrowing was from September 20, 2022 to September 20, 2022. The interest and principal were paid on a monthly basis. 1.10% Secured loans Notes 2 and 3 2.47% Secured loans Notes 2 and 4 - Secured loans Notes 2 and 5 2.51% Secured loans Notes 2 and 6 2.48% Secured loans Notes 2 and 7 - Secured loans Notes 2 and 8 3.05% Secured loans Notes 2 and 9 3.05% Secured loans Notes 2 and 10 2.50% Secured loans Notes 2 and 11 2.76% Unsecured loans Notes 12 1.00% Less: Current portion of long-term loans payable	Range of	Collaterals	December 31, 2020 $ 20,878 - - 11,667 374,797 - 530,655 367,392 - 34,522 587,143 1,306,662 428,882 53,741
		None Note 1 Note 1 None Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note1 None
			3,716,339 ( 718,775)
			$ 2,997,564

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Types of borrowings Period of borrowing and repayment method Range of interest rates Long-term borrowings from banks Unsecured loans The term of borrowing is from September 18, 2012 to September 18, 2022. The interest has been paid on a monthly basis. Starting from December 2015, the loan has been repaid quarterly for 28 installments. 1.75% Secured loans The term of borrowing is from June 4, 2014 to June 4, 2021. The interest has been paid on a monthly base. Starting from June 4, 2015, the loan has been repaid quarterly for 25 installments. 1.90% Secured loans The term of borrowing is from June 1, 2015 to June 1, 2022. The interest has been paid on a monthly base. Starting from June 1, 2016, the loan has been repaid quarterly for 25 installments. 1.70% Unsecured loans The term of borrowing was from September 20, 2022 to September 20, 2022. The interest and principal were paid on a monthly basis. 1.38% Secured loans Notes 2 and 3 4.16% Secured loans Notes 2 and 4 4.56% Secured loans Notes 2 and 5 4.46% Secured loans Notes 2 and 6 4.16% Secured loans Notes 2 and 7 4.56% Secured loans Notes 2 and 8 4.56% Secured loans Notes 2 and 9 4.56% Secured loans Notes 2 and 10 4.00% Less: Current portion of long-term loans payable	Collaterals None Note 1 Note 1 None Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 (	Collaterals None Note 1 Note 1 None Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 (	Collaterals None Note 1 Note 1 None Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 (		December 31, 2019 $ 22,978 38,895 28,000 18,333 410,126 354,497 565,431 386,742 111,286 36,795 625,751 1,376,682
	None Note 1 Note 1 None Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1 Note 1
					3,975,516 1,153,308)
				$ 2,822,208

• Note 1: For collaterals of the above-mentioned long-term borrowings, please refer to Note 8.

• Note 2: For commitment to maintaining financial ratios for loans, please refer to Note 9(2).

• Note 3: The term of borrowing of said loan is 5 years and the interest rate is a floating interest rate. Since March 2017, the subsidiary has been making a fixed repayment for the principal of US$130,000 on a monthly basis, and when the term of borrowing ends in February 2021, the remaining amount of the borrowing will be returned in a lump sum.The subsidiary entered into a deferred contract in February 2020 for a 1-year term with a floating interest

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rate and a fixed monthly principal repayment of $130,000, and will re pay the remaining balance of the loan in one lump sum at the end of the term in February 2022. The subsidiary also entered into a deferred loan repayment agreement in May 2020, under which only interest is payable until April 2021, and the deferred principal will be repaid at the end of the loan period.

• Note 4 ： The term of borrowing of said loan is 4.75 years and the interest rate is a floating interest rate. Since September 2016, the subsidiary has been making a fixed repayment for the principal of US$30,500 on a monthly basis, and when the term of borrowing ends in June 2020, a lump sum repayment will be made for returning the remaining amount of the borrowing. The Group made an early repayment of said loan in February 2018. The subsidiary entered into a new loan agreement to repay the loan in July 2020.

• Note 5 ： The term of borrowing of said loan is 4.25 years and the interest rate is a floating interest rate. Since July 2016, the subsidiary has been making a fixed repayment for the principal of US$50,946 on a monthly basis, and when the term of borrowing ends in December 2020, a lump sump repayment will be made for returning the remaining amount of the borrowing. The subsidiary entered into a new loan agreement in March 2020 to repay the loan for a per iod of seven years at a variable interest rate. The subsidiary will make fixed monthly principal repayments of $41,944 beginning in April 2020 and repay the remaining balance of the loan in one lump sum when the loan period expires in March 2027. The subsidiary also entered into a deferred loan repayment agreement in June 2020, under which only interest will be paid until November 2020 and the deferred principal will be repaid at the end of the loan period.

• Note 6 ： The term of borrowing of said loan is 3.7 years and the interest rate is a floating interest rate. When the term of borrowing ends in February 2021, the remaining amount of the borrowing will be returned in lump sum.The subsidiary has entered into a rollover contract in February 2020 for a one -year extension period with a floating interest rate on borrowings, and will repay the other remaining borrowing amount in one lump sum when the borrowing period expires in February 2022.

• Note 7 ： The term of borrowing of said loan is 3.5 years and the interest rate is a floating interest rate. Since July 2017, the subsidiary has been making a fixed repayment for the principal of US$9,600 on a monthly basis, and when the term of borrowing ends in December 2020, the remaining amount of the borrowing will be returned in lump sum.The subsidiary has entered into a new loan contract to repay the loan in July 2020.

• Note 8 ： The term of borrowing of said loan is 3.67 years and the interest rate is a

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floating interest rate. Since January 2018, the subsidiary has been making a fixed repayment for the principal of US$3,029 on a monthly basis, and when the term of borrowing ends in August 2021, the remaining amount of the borrowing will be returned in a lump sum.The subsidiary also entered into a deferred loan repayment agreement in June 2020, under which only interest will be paid until November 2020 and the deferred principal will be repaid at the end of the loan period.

• Note 9 ： The term of borrowing of said loan is 5 years and the interest rate is a floating interest rate. Since March 2018, the subsidiary has been making a fixed repayment for the principal of US$51,260 on a monthly basis, and when the term of borrowing ends in February 2023, the remaining amount of the borrowing will be returned in a lump sum.The subsidiary also entered into a deferred loan repayment agreement in June 2020, under which only interest will be paid until November 2020 and the deferred principal will be repaid at the end of the loan period.

• Note 10: The term of borrowing of said loan is 7 years and the interest rate is a floating interest rate. Since May 2019, the subsidiary has been making a fixed repayment for the principal of US$10,000 on a monthly basis, and when the term of borrowing ends in April 2026, the remaining amount of the borrowi ng will be returned in a lump sum.The subsidiary also entered into a deferred loan repayment agreement in May 2020, under which only interest will be paid until April 2021 and the deferred principal will be repaid in a fixed monthly amount of $94,887 starting from May 2021, and the remaining balance of the loan will be repaid in one lump sum when the loan period expires in April 2026.

• Note 11:The borrowing period is five years and the interest rate is variable. The subsidiary will make fixed monthly principal repayments of US$37,862 starting from July 2020 and repay the remaining borrowing amount in one lump sum when the borrowing period expires in July 2025.

• Note 12: The borrowing period is 2 years and the interest rate is fixed. The subsidiary applied for a Salary Protection Loan Program (Paycheck Protection Program)from the Small Business Administration (SBA) in April 2020 to address the impact of the new COVID-19 outbreak.The principal amount of $54,911 (US$1,887,000) was transferred on May 1, 2020.

The main conditions are as follows:

• (1)No repayment of principal and interest until the loan forgiveness is confirmed.

• (2)Under the current U.S. Wage Protection Loan Program, businesses may use the 24-week waiver coverage period to pay operating expenses and ma y apply to the SBA for a loan forgiveness within 10 months of the end of the waiver coverage period. Those who qualify will receive a full or partial loan forgiveness.

• As of December 31, 2020, the subsidiary had not applied for a waiver from the SBA.

The Group's bank loans are recognized in the interest expense of income. Please see Note 6(20).

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(12)Pensions

• 1.(1)Starting from July 1, 2005, the Company and its domestic subsidiaries, in accordance with the Labor Pension Act, set up the defined contribution plan for retirement, which is applicable for employees who are the citizens of ROC. According to employee’s option for the labor pension system stipulated by the Labor Pension Act, the Group and domestic subsidiaries each month contribute to the Labor Pension Fund at the rate of 6% of employees’ monthly wages. Payments of employees’ pension are made to each employee’s personal pension account and employees can choose to receive the principal and the accumulated income by monthly pension payment or a lump sum pension payment.

• (2)In accordance with the above-mentioned pension plan, the Group and domestic subsidiaries recognized a pension cost of NT$2,946 and NT$2,807 in 2020 and 。

• 2019 respectively.

• 2.The subsidiaries adopt the defined contribution plan, i.e., making monthly pension contributions in accordance with local government's regulations and recognizing the contributions in expenses. In accordance with related pension plans, the subsidiaries recognized a pension cost of NT$631 and NT$1,533 in 2020 and 2019 respectively.

(13)Share capital

1. As of December 31, 2020, the Company’s authorized capital was NT$1,500,000, and the paid-in capital was NT$1,104,856, which was divided into 110,486,000 shares, with a par value of NT$10 per share. The Company’s issued shares are fully paid-up.

beginning and the ending of the reporting period are as follow ：

eginning and the ending of the repor	ting period are as follow：	ting period are as follow：
January 1 Capital increase by earnings recapitalization December 31	Unit：1000 of shares 2020 2019 110,486 102,302 - 8,184 110,486 110,486
		102,302 8,184 110,486

1. The Company’s capital increase out of earnings was approved at the shareholders ’ meeting on June 19, 2019 and a total of 8,184,000 new shares were issued from the earning of $81,841. This capital increase has been approved by the Financial Supervisory Commission on July 26, 2019a nd the change has been registered.13.Capital surplus.

(14) Capital surplus

In accordance with the Company Act, the capital surplus from shares issued in excess of par and donations may be used to offset a deficit, or when the company has no deficit,the capital surplus can then be distributed as cash dividends or

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new stock among shareholders in proportion to their original shareholdings. Moreover, according to the Securities and Exchange Act, for the above - mentioned capital increase by capital surplus, the total amount each year cannot exceed 10% of the paid-in capital. The Company cannot use capital surplus for capital increase unless the reserve is not enough to cover the capital losses.

• (15) Retained surplus

  • 1.In accordance with the Company's Articles of Incorporation, if there are earnings upon the Company's final account at the end of the year, the Company shall first pay profit-seeking enterprise income tax, make up the deficits for the preceding years and then set aside a legal reserve of 10% of the reminder (not applicable if the legal reserve has reached the total capital amount of the Company). After appropriating or reversing a special reserve in accordance with laws, the balance and the unallocated accumulated earnings from the previous years are the accumulated, distributable earnings for shareholders, for which the Board of Directors shall propose an earning distribution plan to be resolved at the shareholders’ meeting. More than 10% of the aforementioned allocable earnings are provided for dividends and shareholders’ bonuses, and the cash dividends should be no less than 10% of the total amount of shareholders’ dividends and bonuses.

    • The Company shall distribute all or part of its dividends and bonuses, capital surplus or legal reserve in cash and report to the shareholders' meeting with at least two-thirds of the members of the Board of Directors present and resolved by a majority of the directors present, and the requirements of the resolution of the shareholders' meeting mentioned above shall not apply.

  • The legal reserve cannot be used for purposes other than offsett ing the company’s deficits or providing new stock or cash to shareholders in proportion to their original shareholding. If the reserve is used for distributing new stock or cash, it has to be more than 25% of the Company’s paid-in capital.

• 3.(1)The Company shall first set aside a special reserve from the debit balance on the “other equity” item at the balance sheet date before distributing earnings, and later when this debit balance on the “other equity” item is reversed, the reversed amount can be included in distributable earnings.

• (2)In accordance with Order 1010012865 issued by the Financial Supervisory Commission on April 6, 2012, for an entity adopting IFRSs the first time should set aside a special reserve. Later on, when the Company uses, disposes, o r

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reclassifies related assets, the special reserve can be used for reversal by the proportion of the special reserve that has been set aside. If the aforementioned asset is investment property, the land part shall be reversed when it is disposed or reclassified, and for the non-land part, it shall be reversed progressively throughout the term of use.

• 4.The Company recognized dividends for owners of NT$0 and NT$102,301 for 20 20 and 2019 respectively.The Company has accumulated losses for fiscal 2020 and has no earnings available for distribution.

(16)Operating revenue

Revenue from contracts with customers	2020 $ 741,703	2019
		$ 1,520,242

1. Details of revenue from contracts with customers

The Group’s revenue is mainly from the following lines of products and regions ：

2020 Guest room Revenue from contracts with external customers $ 82,263 2019 Guest room Revenue from contracts with external customers $ 130,153		Taiwan	Others $ 7,322 Others $ 8,371	USA	Total $ 741,703 Total $ 1,520,242
		Foodservice Revenue $ 39,253 Taiwan		Guest room
				$ 612,865 USA
		Foodservice Revenue		Guest room
		$ 51,019		$ 1,330,699

In fiscal 2020, the Group's operations were affected by the new COVID -19 outbreak, resulting in a decrease in the Group's operating income. As of the date of the audit report, the impact on operating income cannot be reasonably estimated as it is still affected by the subsequent control of COVID -19.

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2. Contractual liabilities

The Group recognized the following contractual liabilities related to revenue from contracts with customers:

December 31, 2020 December 31, 2019 Contractual liabilities： Contractual liabilities - Room service contracts $ 5,666 $ 13,275 Contractual liabilities - Foodservice contracts 5,422 5,035 $ 11,090 $ 18,310 Contractual liabilities at beginning of the period recognized in revenue:： 2020 Opening balance of contractual liabilities recognized in revenue Room service contracts $ 13,275 $ Foodservice contracts 5,035 $ 18,310 $ (17)Interest income 2020 Bank Deposit Interest $ 4,073 $ Interest income on financial assets measured at amortized cost 11,910 $ 15,983 $ (18)Other income 2020 Rental income $ 2,050 $ Government Subsidy Revenue 9,142 Other income - others 4,335 $ 15,527 $	December 31, 2020 December 31, 2019 Contractual liabilities： Contractual liabilities - Room service contracts $ 5,666 $ 13,275 Contractual liabilities - Foodservice contracts 5,422 5,035 $ 11,090 $ 18,310 Contractual liabilities at beginning of the period recognized in revenue:： 2020 Opening balance of contractual liabilities recognized in revenue Room service contracts $ 13,275 $ Foodservice contracts 5,035 $ 18,310 $ (17)Interest income 2020 Bank Deposit Interest $ 4,073 $ Interest income on financial assets measured at amortized cost 11,910 $ 15,983 $ (18)Other income 2020 Rental income $ 2,050 $ Government Subsidy Revenue 9,142 Other income - others 4,335 $ 15,527 $	December 31, 2020 December 31, 2019 Contractual liabilities： Contractual liabilities - Room service contracts $ 5,666 $ 13,275 Contractual liabilities - Foodservice contracts 5,422 5,035 $ 11,090 $ 18,310 Contractual liabilities at beginning of the period recognized in revenue:： 2020 Opening balance of contractual liabilities recognized in revenue Room service contracts $ 13,275 $ Foodservice contracts 5,035 $ 18,310 $ (17)Interest income 2020 Bank Deposit Interest $ 4,073 $ Interest income on financial assets measured at amortized cost 11,910 $ 15,983 $ (18)Other income 2020 Rental income $ 2,050 $ Government Subsidy Revenue 9,142 Other income - others 4,335 $ 15,527 $	December 31, 2020 December 31, 2019 Contractual liabilities： Contractual liabilities - Room service contracts $ 5,666 $ 13,275 Contractual liabilities - Foodservice contracts 5,422 5,035 $ 11,090 $ 18,310 Contractual liabilities at beginning of the period recognized in revenue:： 2020 Opening balance of contractual liabilities recognized in revenue Room service contracts $ 13,275 $ Foodservice contracts 5,035 $ 18,310 $ (17)Interest income 2020 Bank Deposit Interest $ 4,073 $ Interest income on financial assets measured at amortized cost 11,910 $ 15,983 $ (18)Other income 2020 Rental income $ 2,050 $ Government Subsidy Revenue 9,142 Other income - others 4,335 $ 15,527 $	December 31, 2020 December 31, 2019 Contractual liabilities： Contractual liabilities - Room service contracts $ 5,666 $ 13,275 Contractual liabilities - Foodservice contracts 5,422 5,035 $ 11,090 $ 18,310 Contractual liabilities at beginning of the period recognized in revenue:： 2020 Opening balance of contractual liabilities recognized in revenue Room service contracts $ 13,275 $ Foodservice contracts 5,035 $ 18,310 $ (17)Interest income 2020 Bank Deposit Interest $ 4,073 $ Interest income on financial assets measured at amortized cost 11,910 $ 15,983 $ (18)Other income 2020 Rental income $ 2,050 $ Government Subsidy Revenue 9,142 Other income - others 4,335 $ 15,527 $	December 31, 2020 December 31, 2019 Contractual liabilities： Contractual liabilities - Room service contracts $ 5,666 $ 13,275 Contractual liabilities - Foodservice contracts 5,422 5,035 $ 11,090 $ 18,310 Contractual liabilities at beginning of the period recognized in revenue:： 2020 Opening balance of contractual liabilities recognized in revenue Room service contracts $ 13,275 $ Foodservice contracts 5,035 $ 18,310 $ (17)Interest income 2020 Bank Deposit Interest $ 4,073 $ Interest income on financial assets measured at amortized cost 11,910 $ 15,983 $ (18)Other income 2020 Rental income $ 2,050 $ Government Subsidy Revenue 9,142 Other income - others 4,335 $ 15,527 $	January 1, 2019 $ 7,030 3,341 $ 10,371 2019 7,030 3,341 10,371 2019
				$
				$
			$ 4,073 11,910		$	17,456 19,957
			$ 15,983		$	37,413
			2020 2,050 9,142 4,335 15,527			2019 2,073 - 1,147 3,220
	$			$
	$			$

In the second and fourth quarters of 2020, the Group applied for subsidies from the Ministry of Transportation and Tourism in accordance with the "Methodology of Wage Subsidies for Employees in the Tourist Hotel Industry and Hotel Industry of the Ministry of Transportation and Tourism" and the "Implementation Methodology of Necessary Operating Burden Subsidies for the Tourist Hotel Industry and Hotel Industry of the Ministry of Transportation and Tourism", and after examination and approval, the Group recognized government subsidy income of NT$9,142 in fiscal 2020, with no outstanding conditions and other contingent items.

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(19)Other gains and losses

(19)Other gains and losses	(19)Other gains and losses
Disposal of property, plants, and equipment Interests Loss on disposal of investment Impairment loss on non-financial assets Other losses (20)Financial cost Interest expense Long-term borrowings from banks Finance lease obligations interest (21)Addition information on expenses Employee benefits expenses Property, plants, and equipment Depreciation Right-of-use asset Depreciation Intangible asset amortization cost (22)Employee benefit expense Wages and salaries Health and labor insurance Pension expense Other employee benefit expense		2020 $ - ( 52,476) ( 132,975) ( 278) ($ 185,729) 2020 $ 138,198 2,017 $ 140,215 2020 $ 269,592 203,043 7,037 49,923 2020 $ 220,539 44,609 3,577 867 $ 269,592	2019 $ 62 ( 31,649) - ( 22) $ 31,609 2019 $ 198,288 2,094 $ 200,382 2019 $ 366,299 200,184 7,148 43,062 2019 $ 312,731 48,061 4,340 1,167 $ 366,299
		$
		$

1. In accordance with the Company's Article of Incorporation, 0.1% to 1% of the earnings of the year should be appropriated for employee compensation an d no more than 1% for directors renumeration. However, if the Corporation has accumulated deficit, the priority is to offset the deficit first.

2. The differences between the employee compensation and director compensation resolved by the board of directors for fiscal 2019 and the employee compensation of $0 and director compensation of $0 recognized in the 2019 financial statements were $1 and $0, respectively, adjusted for the gain or loss in fiscal 2020.

Information on employee compensation and directors and supervisors renumeration approved by the Company's Board of Directors is posted on the Market Observation Post System.

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(23)Income tax

1. Income tax expense (benefit)

• (1)Composition of income tax:

position of income tax:
Current income tax:： Income tax generated from current i Tax on unappropriated earnings (Overestimation) underestimation of prior year income tax Total current tax Deferred income tax:： Origination and reversal of diff Income tax expense	2020 $ 19,780 - ( 855) 18,925 ( 242,476) ( $ 223,551)	2019
		$ 44,148 4,570 249
		48,967
		( 15,983) $ 32,984

• (2) Amount of income tax related to other comprehensive income ：

2019 2020 2019 Exchange differences on translation of foreign financial statements ($ 14,251) $ 8,663 conciliation between income tax expense and accounting profit： 2020 2019 Income tax calculated using net profit (loss) before tax based on statutory tax rate(Note) ($ 226,302) ($ 23,038) Income tax effects of adjustments based on income tax laws and regulations 5,434 51,203 Income exempt from tax under the Tax Act ( 1,828) - Underestimation (overestimation) of prior year income tax ( 855) 249 Tax on unappropriated earnings - 4,570 Income tax expense $ 223,551 $ 32,984		2019

1. Reconciliation between income tax expense and accounting profit ：

Note: The basis of applicable tax rates is calculated using the income.

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3. The deferred income tax assets or liabilities generated from temporary ：

Deferred income tax assets:: Temporary differences:： Exchange differences on translation of foreign financial statements Unrealized exchange loss Bonus for not taking leave Amortization of book-tax difference for intangible assets US state tax effects Unrealized interest payable			2020	2020		December 31 December 31 22,387 14,311 239 - 3,549 15,493 4,316 257,520
		Recognized in Gain or loss - 10,502 ( 19) ( 27) ( 19,615) 16,075 4,478 163,231 174,625 ( 49,552) 24,144 ( 5,845) - 67,851 $ 242,476	Recognized in others Comprehensive income $ 14,251 - - - - - 14,251 - - - - - $ 14,251	Current Reclassification $ - - - - ( 473) ( 582) ( 162) ( 10,983) ( 12,200) - 1,451 210 - 1,661 ($ 10,539)	Disposal of available- for-sale Groups $ - - - - - - - ( 51,533) ( 51,533) - - - - - ($ 51,553)
						317,815
						( 142,745) ( 20,872) ( 5,635) ( 93,467) ( 262,719) $ 55,096

January 1 Deferred income tax assets: Temporary differences:： Exchange differences on translation of foreign financial statements Unrealized exchange loss Bonus for not taking leave Depreciation expense recognized as book-tax difference Amortization of book-tax difference for intangible assets US state tax effects Tax losses			2019	2019				December 31 8,136 3,809 258 - 27 23,637 156,805 192,672
	January 1 $ 6,891 - 212 18,157 51 - 95,003 120,314	Recognized in Gain or loss ($ 7,418) 3,809 46 ( 18,269) ( 24) 24,370 64,824 67,338	Recognized in others Comprehensive income $ 8,663 - - - - - - 8,663	Exchange rateEffect $ - - - 112 - ( 733) ( 3,022) ( 3,643)	eEffect	s Transf for-ale groups	er to available- Disposal - - - - - - - -
						$

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Deferred income tax liabilities: Temporary differences: Unrealized exchange loss Exchange differences on translation of foreign financial statements Depreciation expense recognized as book-tax difference Unrealized reserve for land revaluation increment tax US state tax effects	( 2,110) ( 184,639) - ( 93,467) ( 2,088) ( 282,304) ($ 161,990)	2,110 ( 7,658) ( 47,909) - 2,102 ( 51,355) $ 15,983	- - - - - - $ 8,663	- - 1,442 - ( 14) 1,428 ($ 2,215)	- - - - - - $-	- ( 192,297) ( 46,467) ( 93,467) -
						( 332,231) ($ 139,559)

Note: Subsidiary's tax loss for 2017 tax year before claiming refund of taxable income for 2 years

1. The validity period of tax losses which the Company has not used and the amounts of unrecognized deferred income tax assets are provided below ：

December 31,2020

o	Year of ccurrence Amount filed/ amount approved 2013 Reassessed and reapproved amount 2014 Reassessed and reapproved amount 2015 Approved amount 2016 Approved amount 2017 Approved amount 2018 Approved amount 2019 Amount filed 2020 Amount to be filed	Deductible amount $ 14,300 3,003 9,018 26,590 72,817 56,901 40,604 45,556 $ 268,789	$	Undeducted amount 14,300 3,003 9,018 26,590 72,817 56,901 40,604 45,556 268,789	Unrecognized deferred Year for last $ - 2023 - 2024 - 2025 - 2026 - 2027 - 2028 - 2029 - 2029 $-	Year for last
			$

December 31, 2019

o	Year of ccurrence Amount filed/ amount approved 2013 Reassessed and reapproved amount 2014 Reassessed and reapproved amount 2015 Approved amount 2016 Approved amount 2017 Amount filed 2018 Amount filed 2019 Amount to be filed	Deductible amount $ 14,300 3,003 9,018 26,590 72,817 56,901 40,958 $ 223,587		Undeducted amount $ 14,300 3,003 9,018 26,590 72,817 56,901 40,958 $ 223,587	Unrecognized deferred Year for last $ - 2023 - 2024 - 2025 - 2026 - 2027 2028 - 2029 $-	Year for

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• 5.The validity period of tax losses which the US subsidiaries have not used and the amounts of unrecognized deferred income tax assets are provided below ：

December 31,2020

o	Year of ccurrence Amount filed/amount approved 2018 Amount filed 2019 Amount to be filed	Deductible tax amount $ 86,253 113,134 $ 199,387	Undeducted tax amount $ 86,253 113,134 $ 199,387	Unrecognized deferred income tax assets amount	Unrecognized deferred income tax assets amount	Deductible year
					$ - - $-	Note Note

December 31, 2019

Amount filed/ amount approved		Deductible amount $ 56,773 $ 52,856 $ 109,629	Undeducted tax amount $ 55,665 $ 52,856	Unrecognized deferred income tax assets amount $ - $- $-	Deductible year 2015~2137 None deduction period
			$ 108,521

Note: For the CARES Act passed in fiscal 2020 due to the novel coronavirus pneumonia outbreak, the tax losses incurred in fiscal 2018, 2019 and 2020 can be offset for five years or indefinitely.

• 6.The validity period of tax losses which the subsidiary Holiday Garden Development Co., Ltd. has not used and the amounts of unrecognized deferred income tax assets are provided below:

December 31,2020

o	Year of ccurrence	Amount filed /amount approved Approved amount Approved amount Amount filed Amount to be filed	Deductible amount $ 436 12,843 4,413 4,187	Deductible amount $ 436 12,843 4,413 4,187		Undeducted amount $ 436 12,843 4,413 4,187	Undeducted amount $ 436 12,843 4,413 4,187	Unrecognized deferred income tax assets amount $ - - - - $-	Year for last deduction
						$
	2017 2018 2019 2020								2027 2028 2029 2030
			$	21,879		$	21,879

December 31,2019

o	Year of ccurrence 2017 2018 2019	Amount filed /amount approved Amount filed Amount filed Amount to be filed	Deductible amount Undeducted amount $ 436 $ 436 12,843 12,843 4,552 4,552 $ 17,831 $ 17,831	Unrecognized deferred income tax assets amount $ - - - $-	Year for last	Year for last
						deduction 2027 2028 2029

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1. The tax authorities have examined and approved the Company’s business income tax returns through 2018.

(24)Loss per share

Loss per share
Basic earnings per share Current net income attributable to the common stock shareholders of the parent company Basic loss per share Current net income attributable to the common stock shareholders of the parent company				2020		Earnings per share (NT$) ($ 2.45) Earnings per share (NT$)) ($ 0.04)
	Amount after tax ($ 270,309)	Amount after tax		Weighted average of Outstanding shares (1,000shares) 110,486 2019
			270,309)
	($		Amount after tax 4,692)	Weighted average of Outstandingshares (1,000shares) 110,486

The above-mentioned weighted average number of outstanding shares has been retroactively adjusted proportionally according to the 2016 capital increase by 。 retained earnings

(25)Business combination

• 1.The group purchase Hotel Hyatt Place Emeryville with $2,045,468 NTD(66,250 USD) on April 12, 2019 ,operating the business related to the hotel in the U.S.A. The group expected to strengthen the market position.

• 2.Information on the consideration paid for the acquisition of the Hyatt Place Emeryville Hotel and the fair value of assets acquired and liabilities assumed at the acquisition date is as following:

Purchase consideration Cash Fair value of identifiable assets acquired and liabilities assumed Real estate and equipment Intangible assets	April 12,2019 $ 2,045,468 $ 1,636,220 409,248

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Total identifiable net assets 2,045,248 Goodwill $ -

• 3.From April 12,2019 , merging Hotel Hyatt Place Emeryville, the hotel contributed the operating income and net income before tax are $291,958 and $2,805 respectively. The hotel assumed to be merged on January 1, 2019,the revenue would be $1,626,370.

(26)Additional cash flows information

1. Investment activities paid partially by cash: ：

2020 Purchase of property, plants, and equipment $ 1,854 $ Add: Other accounts payable at beginning of the period: Fees for converting land purposes (stated as “long-term notes and accounts payable”) 127,577 Accounts payable at beginning of the period (stated as “Other accounts payable”) 1,610 Less: Other accounts payable at the end of the period: Fees for converting land purposes (stated as “long-term notes and accounts payable”) ( 127,577) ( Accounts payable at the end of the period (stated as “Other accounts payable”) - ( Cash paid of this period $ 3,464 $ 2020 Disposing financial asset proceeds measured at fair value through profit and loss Disposing financial asset proceeds measured at fair value through profit and loss $ - Add：Other accounts receivable at the start of the period - Less：Other accounts receivable at the end of the period - Affected rate amount - Cash received this period $- 2.Operating activities that do not affect cash flows: 2020 Transfer of prepayments for equipment Property, plant and equipment $ 175,209			2019 9,608 127,577 597 127,577) 1,610) 8,595 2019
	$ ( (
	$
			$ - 47,785 - 1,411 $ 49,196 2019
			$-

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(27)Changes in liabilities related to fundraising activities

January 1, Changes in fundraising cash flows Other changes in fundraising non-cash flow Effect of exchange rate changes December 31 January 1 Effect of financing cash flows Other changes in fundraising h fl Effect of exchange rate changes December 31					2020
	Short-term borrowings		Short-term notes and bills payable $ 130,000 - ( - - $ 130,000		Lease liabilities $ 123,379 4,730) 1,084 -	Long-term borrowings $ 3,975,516 $ ( 65,307) - ( 193,870) (		Total liabilities from fundraising activities 5,758,895 9,562 1,084 193,870) 5,575,671
		$ 1,530,000 79,599 - -	$ 130,000 - - - $ 130,000			$ 3,975,516 ( 65,307) - ( 193,870)
		$ 1,609,599			$ 119,733	$ 3,716,339	$
					2019
		Short-term borrowings $ 1,204,500 325,500 - -	Short-term notes and bills payable $ 130,000 - ( - - $ 130,000		Lease liabilities $ 125,486 2,118) 11 -	Long-term borrowings $ 2,793,286 $ 1,285,781 - ( 103,551) (		Total liabilities from fundraising activities 4,253,272 1,609,163 11 103,551) 5,758,895
			$ 130,000 - - - $ 130,000			$ 2,793,286 1,285,781 - ( 103,551)
		$ 1,530,000			$ 123,379	$ 3,975,516	$

7.Transactions with related parties

Primary management renumeration and compensation information

Short-term employee benefits	2020 $ 3,332	2019 $ 21,047

8.The Group's collateralized assets are listed below ：

e Group's collateralized assets are listed below：	listed below：
Assets December 31, 2020 Land and land improvements $ 1,372,935 Buildings and structures 2,180,219 Business facilities/equipment 324,080 Time deposits (Stated as “Amortizes cost Financial assets–current」) 971,578 Time deposits (Stated as “Amortizes cost Financial assets–current」) 1,927 $ 4,850,739		Book value	For guarantee Short-term and Short-term and Long-term Short-term Voucher
	December 31, 2020	December 31, 2019
		$ 1,424,964 2,504,235 291,002 997,129 1,857 $ 5,219,187

9.Significant contingent liabilities and unrecognized contractual commitments

(1) Contingencies

None

(2)Undertakings

1. The Group's subsidiary acquired Clementine Inn Anaheim 、 TownePlace Suites 、 、

Newark Silicon Valley Embassy Suites Valencia Holiday Inn Express Walnut Creek and Hyatt Place Emeryville was commissioned by the Group to operate the

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above-mentioned hotels, and the contract ends on November 31, 2024, August 31, 2021, August 31, 2021, June 22, 2022,and April 11,2024 respectively. The subsidiary shall pay Interstate Hotels & Resort management fees and performance bonus on a monthly basis, and the calculation of the related expenses is based on the fix rates agreed in the contract.

1. According to the management contract signed between the subsidiary and Interstate Hotels & Resort, a fix ratio of the operating revenue has to be appropriated on a monthly basis to an exclusive account for related asset purchase or repair (except the office). If said account is not enough to pay for the purchase or repair of assets related to the hotels, the subsidiary has to appropriate and deposit an adequate amount into the account.

2. HOLIDAY GARDEN NW CORP. has entered into a royalty agreement with Marriott under which TownePlace Suites Newark Silicon Valley is required to pay Marriott a percentage of the total room revenue for the period ending March 31, 2030 for the use of Marriott's management and maintenance system. Under the agreement, TownePlace Suites Newark Silicon Valley is required to pay royalties to Marriott for the use of its management and maintenance system for the period ending March 31, 2030.

3. The Group's subsidiary HOLIDAY GARDEN VC CORP. signed a royalty agreement with Hilton, and according to the agreement, Embassy Suites Valencia (until September 10, 2030) will pay Hilton a certain proportion of the total guest room income as royalties for using Hilton’s management maintenance system.

4. The Group's subsidiary HOLIDAY GARDEN VC CORP. signed a royalty agreement with IHG, and according to the agreement, Holiday Inn Express Walnut Creek (until July 11, 2031) will pay IHG a certain proportion of the total guest room income as royalties for using IHG’s management maintenance system.

5. The Group's subsidiary HOLIDAY GARDEN VC CORP. signed a royalty agreement with Hyatt, and according to the agreement, Hyatt Place Emeryville (until November 21, 2041) will pay Hilton a certain proportion of the total guest room income as royalties for using Hilton’s management maintenance system.

6. On February 11, 2016, HOLIDAY GARDEN SF CORP. signed a long-term loan agreement with CTBC BANK CO.,LTD. with a total credit line of USD 31,000 thousand. On February 5, 2020, HOLIDAY GARDEN SF CORP. agreed with CTBC BANK CO.,LTD. to adjust the interest coverage multiple to not less than 1 times for the single year 2019.Subsidiary - HOLIDAY GARDEN SF CORP. negotiated with CTBC BANK CO.,LTD. on May 15, 2020 to waive the requirement that it should maintain an interest coverage multiple of not less than 1.3 times for a

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single year in 2020.

1. Subsidiary HOLIDAY GARDEN NW CORP. and FIRST COMMERCIAL BANK. signed a long-term loan contract on July 24, 2020 for a total credit line of US$17,150,000. Subsidiary HOLIDAY GARDEN NW CORP. pledged that during the credit period, the financial structure shall maintain a times interest earned ratio no lower than 1.15. On February 17, 2021, HOLIDAY GARDEN NW CORP. negotiated with FIRST COMMERCIAL BANK, LTD. and agreed to maintain the interest coverage multiple of not less than 1.15 times starting from 2022.

2. Subsidiary HOLIDAY GARDEN VC CORP. and FIRST COMMERCIAL BANK. signed a long-term loan contract on March 6, 2020 for a total credit line of US$24,850,000. Subsidiary HOLIDAY GARDEN VC CORP. pledged that during the credit period, the financial structure shall maintain a times interest earned ratio no lower than 1.15.On February 17, 2021, the subsidiary - HOLIDAY GARDEN VC CORP. negotiated with FIRST COMMERCIAL BANK, LTD. to waive the requirement that the interest coverage multiple should be maintained at no less than 1.15 times for 2020 and 2021 year.

3. Subsidiary HOLIDAY GARDEN WC CORP. and FIRST COMMERCIAL BANK. signed a long-term loan contract on August 29, 2016 for a total credit line of US$23,300,000. Subsidiary HOLIDAY GARDEN WC CORP. pledged that during the credit period, the financial structure shall maintain a times interest earned ratio no lower than 1.15.Subsidiary - HOLIDAY GARDEN WC CORP. negotiated with FIRST COMMERCIAL BANK, LTD. on February 17, 2021 to waive the requirement that the interest coverage multiple should be maintained at no less than 1.15 times for 2020 and 2021.

4. Subsidiary HOLIDAY GARDEN VC CORP. and CTBC BANK CO.,LTD.. signed a long-term loan contract on April 12, 2019 for a total credit line of US$46,000,000. Subsidiary HOLIDAY GARDEN VC CORP. pledged that during the credit period, the financial structure shall maintain a times intere st earned ratio no lower than 1.2.Subsidiary - HOLIDAY GARDEN EV CORP. negotiated with CTBC BANK CO.,LTD. on May 15, 2020 to waive the requirement that it should maintain an interest coverage multiple of not less than 1.2 times for a single year in 2020.

5. As of December 31, 2020 and 2019, the Group had total proceeds for contracted unfinished construction and prepayments for business facilities of NT$1 98,661 and NT$159,294 respectively, and the unrecognized amount was NT$39,278 and NT$71,769 respectively.

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10.Significant casualty losses

None

11.Major events after the reporting period

None

12.Other

(1)Capital management

The Group’s capital management objectives are to secure the Company’s ability to continue as a going concern, maintain the optimal capital structure for reducing the cost of capital, and to provide returns to our shareholders. To maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, or issue new shares or sell assets to reduce the liabilities. Consistent with the industry’s practice, the Group manages the assets by the debt to assets ratio.

The Group's strategy is to maintain a stable debt to assets ratio. See below for the ratios.

Total liabilities Total assets Debt to assets ratio		December 31, 2020 $ 6,070,809 $ 7,032,760 86	December 31, 2019
			$ 6,357,160
			$ 7,646,425
			83

(2)Financial instruments

1. Types of financial instruments

Financial assets Financial assets measured at amortized cost Cash and cash equivalents Financial assets measured at amortized cost Notes payable Accounts payable Other accounts payable Guarantee deposits received	December 31, 2020 $ 887,011 973,505 - 24,727 823 1,040 $ 1,896,106	December 31, 2019 $ 1,139,837 998,986 1,438 34,412 3,232 8,273 $ 2,186,178

Financial liabilities

Financial liabilities measured at amortized cost

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Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Other accounts payable Long-term borrowings (including the current portion of long-term debt payable) Long-term notes and accounts payable Guarantee deposits received Lease liabilities		$ 1,609,599 130,000 - 3,712 67,336 3,716,339 127,577 755 $ 5,655,318 $ 119,733	$ 1,530,000 130,000 322 3,020 111,411 3,975,516 127,577 1,370 $ 5,879,216 $ 123,379

1. Financial instruments not measured at fair value

The Group’s financial assets and liabilities that are not assessed by fair value (including cash and cash equivalents, notes receivable, accounts payable, other receivable, other financial assets (current), refundable deposits, short -term borrowings, short-term notes payable, notes payable, accounts payable, other payable, long-term borrowings (including current portion of long-term debt payable), long-term notes and accounts payable, and guarantee deposits receive) have a carrying value reasonably close to their fair value.

1. Risk management policies

2. (1) The Group's regular operations are affected by multiple financial risks, including market risk (including the foreign exchange rate risk, interest rate risk, and price risk), credit risk, and liquidity risk.

3. (2) Risk management work is implemented by the Group's finance department in accordance with the approved policies. The Group's finance department closely collaborates with all operating departments for identifying, evaluating, and avoiding financial risk.

4. Nature and level of significant financial risk

5. (1) Market risk

Foreign exchange rate risk

• A. The Group is a multinational corporation, and as a result, the Group is exposed to foreign exchange rate risk generated from transactions using currencies different from the Company and the subsidiaries’ functional currency (primarily the US dollars). Related foreign rate exchange risk from future commercial transactions and recognized assets and liabilities.

• B. The Group’s management has set policies requiring the Group to manage the foreign exchange rate risk related to its functional currency. Each company should manage the risk according to the overall foreign exchange

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rate risk through the finance department of the Group.

• C. The Group’s businesses involve several non-functional currencies (The Company’s functional currency is New Taiwanese dollars, while the subsidiaries’ functional currency is US dollars), and they are affected by exchange rate fluctuation. Information of foreign currency assets and liabilities subject to material effect of exchange rate fluctuation is presented below:

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(Foreign currency: functional currency) Financial assets Currency item US$ : NT$ (Foreign currency: functional currency) Financial assets Currency item US$ : NT$					December 31, 2	December 31, 2	020
	Foreign currencies (NT$1,000) $ 35,157 Foreign currencies (NT$1,000) $ 35,354				Exchange rate Carrying amount (NT$) 28.48 $ 1,001,271 December			Sensitivity analysis
							Degree of	Effect on profit and loss $ 10,013 $
							variation 1% 31, 2019
			Foreign currencies (NT$1,000) $ 35,354			Exchange rate Carrying amount (NT$) 29.98 $ 1,059,910		Sensitivity analysis
							Degree of variation 1%	Effect on profit and loss $ 10,599 $
				(NT$1,000) 35,354				$

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• D. The overall gain (loss) from the exchange (including realized and unrealized) of the Group’s currency items due to material exchange rate fluctuation were NT$52,476 and NT$ 31,649 in 2020 and 2019.

• Price risk

None significant market risk is expected to the Group.

Cash flows and fair value interest rate risk

  - A. The Group’s interest risk comes from short-term and long-term borrowings at a floating rate of interests, and they expose the Group to cash flow interest rate risk. At December 31, 2020 and 2019, the Group’s borrowings at floating rate of interests are in NT dollars and US dollars.

  - B. The Group’s loans are measured at amortized cost and the interest rates are re-set each year according to the contract. Therefore, the Group is exposed to the risk of future market interest rate changes.

  - C. When interest rates of loans increase or decrease by 1% but all other factors remain the same, the net profit before tax decreased by NT$53,259 and increased by NT$55,055 at December 31, 2020 and 2019 respectively, and the main reason was changes in interest rates of floating rate loans.

• (2) Credit risk

• A. The Group is exposed to credit risk of customers’ or financial instruments’ failure of fulfilling their contractual obligation, which can expose the Group to the risk of financial loss. The primary source of credit risk is the counterparty's failure of paying accounts receivable according to the terms of payment and the contractual cash flows of investment in liability instruments measured at fair value through profit and loss.

• B. The Group establishes credit risk management from the Group ’s perspective. Before entering into the terms and conditions of payment and service rendering with each new customer, each operating entity of the Group has to manage and analyze the credit risk in accordance with the internal credit policy. Internal risk control evaluates a customer's credit quality based on the customer’s financial condition, past experience, and other factors.

• C. The Group adopts the premise provided by IFRS9: When the payment is 30 days past due according to the contractual terms and conditions, the credit

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risk of this financial asset is deemed to have increased significantly since its initial recognition.

• D. The Group adopts the premise provided by IFRS9: When the payment is more than 90 days past due according to the contractual terms and conditions, default is deemed to have happened.

• E. The Group classifies customers’ notes and accounts receivable according to credit conditions and adopts a simplified method of using the loss rate as the basis for estimating the expected credit loss.

• F. According to future forward-looking considerations, the Group adjusts the loss rate established based on the history of the specific period and current information to estimate the loss allowance of notes and accounts receivable. The provision matrix of December 31, 2020 and 2019 is as follow:

December 31, 2020 Expected loss rate Total book value December 31, 2019 Expected loss rate Total book value	Not past due Past due for 1 to 30 days 0.34% $ 18,692 Not past due Past due for 1 to 30 days 0.59% $ 32,111	Past due for 31 to 90 days 0.81% $ 6,050 Past due for 31 to 90 days 1.06% $ 3,761	Past due for more than	Total $ 25,738 Total $ 36,200
			91 days 100.00% $ 996 Past due for more than
			91 days 100.00% $ 328

• G. The group simplified the accounts receivable as following ：

January 1 Impairment loss Effected rate amount December 31	2020 $ 350 667 ( 6) $ 1,011	2019 $ - 354 ( 4) $ 350

• (3) Liquidity risk

• A. Cash flows forecasts are performed by each operating entity of the Company and summarized by the finance department of the Group. The Group’s finance department monitors the Group's circulating capital requirements to ensure that the Company has sufficient capital for its operating needs and to maintain a sufficient unspent loan commitment at all times 。

• B. transferred back to the finance department of the Group. The Group ’s finance department will invest the residual funds in demand d eposits,

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checking deposits, time deposits, and marketable securities, and the selected instruments have a proper due date or an adequate liquidity in order to meet the above-mentioned forecasts and to ensure that the Group has sufficient liquidity to fund the requirements. At December 31, 2020 and 2019, the Group’s money market position was NT$885,344 and NT$1,137,596 respectively, and they can generate immediate cash flows for liquidity risk management.

• C. The following table shows the Group's non-derivative financial liabilities, which are classified by the maturity date. Non-derivative financial liabilities are analyzed based on the time remains from the balance date to the contractual maturity date. The following table disclose the amount of contractual cash flows that is non-discounting.

December 31, 2019 Non-derivative financial liabilities: Short-term borrowings Short-term notes and bills payable Accounts payable Other accounts payable Long-term borrowings Long-term borrowings (including the current portion of long-term debt payable) Long-term notes and accounts payable Guarantee deposits received December 31, 2018 Non-derivative financial liabilities： Short-term borrowings Short-term notes and bills payable Notes payable Accounts payable Other accounts payable Leasing Liabilities Long-term borrowings (including the current portion of long-term debt payable) Long-term notes and accounts payable Guarantee deposits received	In 1 year $ 1,611,948 130,000 3,712 67,336 8,411 808,883 - 393 In 1 year $ 1,532,085 130,000 322 3,020 111,411 7,694 1,318,209 - 525	1 to 2 years $ - - - - 8,386 902,169 - - 1 to 2 years $ - - - - - 30,460 938,875 127,577 368	More than 2 years $ - - - - 121,022 2,341,606 127,577 362 More than 2 years $ - - - - - 105,300 2,250,386 - 477

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13.Supplementary disclosure

一 ( )Information related to material transactions

1. Financing provided: See Table 1 attached.

2. Endorsement provided: None.

3. 3.Marketable securities held at end of reporting period (excluding investments in subsidiaries, associates, and joint ventures): None.

4. Marketable securities acquired and disposed of at costs or prices of at least

5. NT$300 million or 20% of the paid-in capital: None.

6. Properties acquired at costs or prices of at least NT$300 million or 20% of the

7. paid-in capital: None.

8. Properties disposed of at costs or prices of at least NT$300 million or 2 0% of

9. the paid-in capital: None.

10. Total purchases from or sales to related parties of at least NT$100 million or

11. 20% of the paid-in capital: None.

12. Receivable from related parties amounting to at least NT$100 million or 20% of the paid-in capital: See Table 2 attached.

13. Engagement in derivative instruments: None.

14. Business relations and material transactions and amounts between the parent company and its subsidiaries and among the subsidiaries: See Table 3 attached.

( 二 )Re-investment related information

The investee's name, location, and other related information (excluding investees in mainland China): See Table 4 attached.

( 三 )Investment in mainland China

1. Basic information: None 。

2. Significant direct or indirect transactions with the investee in mainland China through an enterprise at a third place: None

( 四 )Major Shareholders Information

Major Shareholders Information: See Table 5 attached.

14.Segment information

(1) General information

The Group takes a regional perspective in its operation and decision -making. Management too adopts this model to identify the divisions to be reported.

The Group has two reportable segments: Taiwan business segment and US business segment. The primary scope of business operation of Taiwan business segment is tourism hotels and attached restaurants and swimming pools. The primary scope of business operation of US business segment is tourism hotels.

(2) Measurement of segment information

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The Group uses the operating income of each operating department as the evaluation performance basis.

(3)Segment information

The reportable segment information provided to main operations decision makers is as follows ：

as follows：
Revenue Revenue from Segment profit and loss Interest income General revenue Interest expense Other gains and losses Net profit before tax Segment assets General assets Total assets Amortization and Capital expenditure Segment liabilities Revenue Revenue from Segment profit and loss Interest income General revenue Interest expense Other gains and losses Net profit before tax Segment assets General assets Total assets Amortization and Capital expenditure Segment liabilities					2020
	Taiwan business $ 128,838 ($ 42,505) $ 695,701 $ 35,355 $ 1,854 $ 2,292,783			USA business Adjustment $ 612,865 $- $ 156,921 $- $ 3,251,732 $- $ 224,648 $- $- $- $ 3,778,026 $- 2019
	Taiwan business $ 189,543 ($ 7,420) $ 722,166 $ 37,520 $ 9,608 $ 2,344,396		USA business $ 1,330,699 $ 227,070 $ 3,557,414 $ 212,874 $- $ 4,012,764			$		Adjustment - - - - - -
						$
						$
						$
						$
						$

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( 四 )Reconciliation of segment profit and loss

The total amount information of the reportable segments and the disclosed information of other critical items are consistent with the amounts of profit and loss before tax, assets, liabilities, and other related items in the Company's financial report, and they were measured by consistent methods.

( 五 )Product type and service type information

。 Please refer to Note 6(16)

( 六 )Regional information

The Group's regional information for 2019 and 2018 is as follows:

USA Taiwan		2020	2020	Non-current assets $ 3,928,577 808,114 $ 4,736,691		2019
	$	Revenue 612,865 128,838 741,703			$	Revenue 1,330,699 189,543 1,520,242
	$				$

( 七 )Important customer information

It is not applicable because none of the revenue from each customer of the Group in 2020 and 2019 reached 10% of the amount of the comprehensive income statement.

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Table 1

Holiday Garden International Ltd. and subsidiaries Loan funds January 1,2020 to December 31,2020

Unit: NT$1,000 (Unless otherwise noted)

No. (Note.1) Company providing the loan Borrower Transaction item(Note2) A related party yes ornot The maximum amount of this period(Note3) Closing balance (Note 8) Actualdrawing amount Range of interestrate Type of loan fund(Note 4) Business transaction amount (Note 5) Reasons for short-term financing (Note6) Recognized amount of loss allowance N 1 Holiday Garden International Ltd. Holiday Garden U.S. Receivable from related companies yes $ 1,448,560 $ 1,448,560 $ 1,054,242 Annual interest 6.5% Short-term financing funds $ - Operational needs $ - N 2 Holiday Garden U.S. Holiday Garden NW CORP. Receivable from related companies yes 240,870 240,870 92,520 Annual interest 3.0% Short-term financing funds - Hotel acquisition - N 2 Holiday Garden U.S. Holiday Garden VC CORP. Receivable from related companies yes 194,610 194,610 46,260 Annual interest 3.0% Short-term financing funds - Hotel acquisition - N 2 Holiday Garden U.S. Holiday Garden WC CORP. Receivable from related companies yes 584,820 584,820 429,370 Annual interest 6.5% Short-term financing funds - Hotel acquisition - N 2 Holiday Garden U.S. Holiday Garden WC CORP. Receivable from related companies yes 64,980 64,980 64,980 Annual interest 3.0% Short-term financing funds - Hotel acquisition - N 2 Holiday Garden U.S. Holiday Garden EV CORP. Receivable from related companies yes 94,950 94,950 31,650 Annual interest 6.5% Short-term financing funds - Operational needs - N 2 Holiday Garden U.S. Holiday Garden EV CORP. Receivable from related companies yes 953,680 953,680 559,362 Annual interest 6.5% Short-term financing funds Hotel acquisition - N 3 Holiday Garden SF CORP. Holiday Garden VC CORP. Receivable from related companies yes 154,200 154,200 154,200 Annual interest 3.0% Short-term financing funds - Hotel acquisition - N 3 Holiday Garden SF CORP. Holiday Garden U.S. Receivable from related companies yes 387,516 387,516 387,516 Annual interest 3.0% Short-term financing funds - Operational needs - N Note 1: See the footnotes below (1) 0 for the Company

Collaterals Maximum amount of loans permitted to a singleborrower(Note 7) Total amount permitted for loaning of funds （Note 7） Note ame Value one $ -$ 9,633,495 $19,266,990 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -767,738 1,535,475 Note 9 one -988,665 1,977,330 Note 9 one -988,665 1,977,330 Note 9

(2) For the investees, they are coded from 1 according to the company. Investees of the same company share the same code

Note 2: Recorded accounts receivable from related companies and/or parties, shareholders accounts, prepayments, temporary payments, etc. should be entered in this field if they are related to loans to others.

Note 3: It is the cumulative maximum balance of loaning others from the current year to the reporting month. Note 4: For loans to others and the type, fill in the parties that the Company has business transaction with or that require short-term financing funds. Note 5: For the business transaction type of loans, fill in the amount of the business transactions.

Note 6: For those requiring the short-term financing type of loans, concretely explain the reason for loaning and the borrowers ’ use of the loans, such as for making repayments, purchase of equipment, or operational needs ：

Note 7: Enter the limit of loans for individual borrowers and the total amount of loans set by the Company in accordance with the loans to others operating procedure and enter the method of calculation of the limit of loan for individual borrowers and the total limit of loans in the note section. Note 8: Enter the amount of funds loaned to others that remains effective as of the reporting month. (For an publicly listed company deciding to resolve each fund to be loaned to other at the Board of Directors according to Article 14.1 of the Procedure of Management of Loans to Others, then even if the fund has not yet been appropriated, the amount of loans resolved at the Board of Directors should be stated in the announced balance to disclose the exposed risk.If said funds are repaid later, the balance after the repayment should be disclosed to reflect the adjusted risk. If, in accordance with Article 14.2 of Regulations Governing the Administration of Shareholder Services of Public Companies, a publicly listed company decides to authorize the chairperson of the board, resolved at the board of directors, to have the funds for lending that are within the specific amount authorized in installment or revolver within one year, it is the balance of the amount of loans to others approved at the Board of Directors that should be announced and filed. Said loans to others may be repaid later, but because lending may be authorized again, use the amount of loans to others approved by the Board of Directors as the balance announced and reported.

Note 9: In accordance with the Company's Operating procedure of management of loans to others, the amount of loans to foreign subsidiaries, in which the Company holds directly or indirectly, 100% of the voting shares or to individual borrowers should not exceed 7.5 times of the Company's net value, and the total amount of loans should not exceed 15 times of the net value of the company, and the duration of loans should be no more than 15 years.

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Holiday Garden International Ltd. and subsidiaries

Receivable from related parties amounts to at least NT$100 million or 20% of the paid-in capital.

January 1,2020 to December 31,2020

Table 2 Companies of account receivable Transaction object name Holiday Garden International Ltd. Holiday Garden U.S. Holiday Garden U.S. Holiday Garden WC CORP. Holiday Garden SF CORP. Holiday Garden U.S. Holiday Garden SF CORP. Holiday Garden VC CORP. Holiday Garden U.S. Holiday Garden EV CORP. Holiday Garden WC CORP. Holiday Garden SF CORP.	Relationship Balance of Receivable from related companies (Note 1) Note 3 Account receivable：1,031,261 Note 3 Account receivable：452,974 Note 3 Account receivable：367,392 Note 3 Account receivable：142,400 Note 3 Account receivable：576,293 Note 3 Account receivable：129,096	Turnover rate Note 4 Note 4 Note 4 Note 4 Note 4 Note 4	Pa	st due accounts receivable from related companies Accounts relat Amount Treatment - - $ - - - - - - - - - -	Unit: NT$1,000 (Unless otherwise noted) receivable recovered from ed companies afterthe reporting period Amount of loss allowance recognized - $ - - - - - - - - - - -
			$
				Amount - - - - - -

Note 1: Please enter the accounts receivable of the related parties, the notes, and other accounts receivable. Note 2: Paid-in capital refers to the paid-in capital of the parent company. If the shares issued by an issuer have no par value or a par value other than NT$10 per share, the threshold transaction amount of 20% of paid-in capital shall be replaced by 10 percent of equity attributable to owners of the parent company as stated in the balance sheet.

Note 3: The investee and the counterparty are both subsidiaries of the Company.

Note 4: It is mainly because that “ other accounts receivable ” is not suitable for calculating the days of turnovers.

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Holiday Garden International Ltd. and subsidiaries

Business relations and material transactions and amounts between the parent company and its subsidiaries and among the subsidiaries January 1,2020 to December 31,2020

Tab	le 3 Number (Note 1) 1 1 1 1 1 1 1 1 1 1 1 1 2 2 2 2 2 2 2 3 3 3 4 5 6 7	Name Counterparty Relationship with the counterparty Holiday Garden International Ltd. Holiday Garden U.S. (3) Holiday Garden International Ltd. Holiday Garden U.S. (3) Holiday Garden International Ltd. Holiday Garden SF CORP. (3) Holiday Garden International Ltd. Holiday Garden SF CORP. (3) Holiday Garden International Ltd. Holiday Garden NW CORP. (3) Holiday Garden International Ltd. Holiday Garden NW CORP. (3) Holiday Garden International Ltd. Holiday Garden VC CORP. (3) Holiday Garden International Ltd. Holiday Garden VC CORP. (3) Holiday Garden International Ltd. Holiday Garden WC CORP. (3) Holiday Garden International Ltd. Holiday Garden WC CORP. (3) Holiday Garden International Ltd. Holiday Garden EV CORP. (3) Holiday Garden International Ltd. Holiday Garden EV CORP. (3) Holiday Garden U.S. Holiday Garden SF CORP. (3) Holiday Garden U.S. Holiday Garden NW CORP. (3) Holiday Garden U.S. Holiday Garden WC CORP. (3) Holiday Garden U.S. Holiday Garden WC CORP. (3) Holiday Garden U.S. Holiday Garden VC CORP. (3) Holiday Garden U.S. Holiday Garden EV CORP. (3) Holiday Garden U.S. Holiday Garden EV CORP. (3) Holiday Garden SF CORP. Holiday Garden U.S. (3) Holiday Garden SF CORP. Holiday Garden U.S. (3) Holiday Garden SF CORP. Holiday Garden VC CORP. (3) Holiday Garden VC CORP. Holiday Garden SF CORP. (3) Holiday Garden NW CORP. Holiday Garden SF CORP. (3) Holiday Garden WC CORP. Holiday Garden SF CORP. (3) Holiday Garden EV CORP. Holiday Garden SF CORP. (3)			Unit: NT$1,000 (Unless otherwise noted) Transaction condition Transaction conditions Ratio to consolidated Processed according to the agreement between 14.66% Processed according to the agreement between 8.80% Processed according to the agreement between 0.18% Processed according to the agreement between 1.79% Processed according to the agreement between 0.18% Processed according to the agreement between 1.79% Processed according to the agreement between 0.18% Processed according to the agreement between 1.79% Processed according to the agreement between 0.18% Processed according to the agreement between 1.79% Processed according to the agreement between 0.12% Processed according to the agreement between 1.20% Processed according to the agreement between 0.38% Processed according to the agreement between 1.21% Processed according to the agreement between 6.44% Processed according to the agreement between 3.61% Processed according to the agreement between 0.61% Processed according to the agreement between 8.19% Processed according to the agreement between 4.92% Processed according to the agreement between 5.22% Processed according to the agreement between 1.54% Processed according to the agreement between 2.02% Processed according to the agreement between 0.73% Processed according to the agreement between 0.28% Processed according to the agreement between 1.84% Processed according to the agreement between 1.40%
			Account	Amount
			Other accounts receivable Interest income Other accounts receivable Other income Other accounts receivable Other income Other accounts receivable Other income Other accounts receivable Other income Other accounts receivable Other income Other accounts receivable Other accounts receivable Other accounts receivable Interest income Other accounts receivable Other accounts receivable Interest income Other accounts receivable Interest income Other accounts receivable Other accounts receivable Other accounts receivable Other accounts receivable Other accounts receivable	$1,031,261 65,306 12,816 13,298 12,816 13,298 12,816 13,298 12,816 13,298 8,544 8,865 26,641 85,440 452,974 26,743 42,720 576,293 36,494 367,392 11,436 142,400 51,002 19,539 129,096 98,592

Note 1: Business transaction information between the parent company and its subsidiaries should be coded in the coding section, and the coding is described below.

(1) 0 for the parent company.

(2) For the subsidiaries, they are coded starting from 1 based on the company

Note2: There are the following three types of relationship with counterparties, and only the type is specified (one disclosure for the same transaction between the parent company and a subsidiary or among subsidiaries). For example, for a transaction between the parent company and a subsidiary, if the parent company has already disclosed it, there is no need for the subsidiary to disclose the same transaction again. For transactions among subsidiaries, if one subsidiary has disclosed it already, (1) The parent company to a subsidiary

(2) A subsidiary to the parent company

• (3) A subsidiary to another subsidiary

Note 3: Regarding the ratio of transaction amount to consolidated total operating revenues or total assets, it is computed based on the closing balance to consolidated total assets for balance sheet accounts, and as for income statement accounts, it is based on accumulated amount to consolidated total operating revenue

Note 4: The significant transaction conditions summarized in this table are transactions of an amount greater than NT$ 5 million or 20% of the paid-in capital of the parent company.

~208~

Holiday Garden International Ltd. and subsidiaries

The investee's name, location, and other related information (excluding investees in mainland China) January 1,2020 to December 31,2020

Table 4 Holiday Internati Holiday Internati Holiday Internati Holiday Holiday Holiday Holiday Holiday	Investor Investee (Notes 1 and 2) Garden onal Ltd. Holiday Garden International Ltd. Garden onal Ltd. Holiday Garden International Ltd. Garden onal Ltd. Holiday Garden U.S. Garden U.S. Holiday Garden SF CORP. Garden U.S. Holiday Garden NW CORP. Garden U.S. Holiday Garden VC CORP. Garden U.S. Holiday Garden WC CORP. Garden U.S. Holiday Garden EV CORP.	Location Primary it Taiwan Tourism Bermuda Investme business USA Investme business USA Tourism USA Tourism USA Tourism USA Tourism USA Tourism	business	Initial investment a	mount Previous year end $ 65,000 642,980 251,291 84,662 81,250 81,250 80,700 77,188	End of the reporting period Investee’s current profit and loss (Notes 2(2)) Recognized current investment gain or loss (Note 2(3)) Number of shares Ratio Carrying amount 6,500,000 100 $ 47,849 ($ 2,676) ($ 2,676) 12,000 100 1,284,466 ( 245,756) ( 247,756) 18,000 100 102,365 ( 355,581) ( 355,581) 170,000 100 131,822 8,479 8,479 150,000 100 39,479 ( 15,518) ( 15,518) 150,000 100 ( 13,501) ( 32,787) ( 32,787) 150,000 100 ( 156,838) ( 83,112) ( 83,112) 150,000 100 ( 163,066) ( 208,795) ( 208,795)	Unit: NT$1,000 (Unless otherwise noted) Note
				Ending of reporting period $ 65,000 642,980 251,291 84,662 81,250 81,250 80,700 77,188		Number of shares Ratio 6,500,000 100 12,000 100 18,000 100 170,000 100 150,000 100 150,000 100 ( 150,000 100 ( 150,000 100 (
			ems hotels nt nt hotels hotels hotels hotels hotels
							The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary The Company's subsidiary

Note 1: For a publicly company with an overseas holding company and using the consolidated financial report as the major financial report in compliance with local laws and regulations, the disclosure of information of overseas investees can be limited to information related to the holding company. Note 2: If the circumstances described in Note 1 are not applicable, please enter the following information:

• (1) For the name of the investee, the location, the primary business items, the initial investment amount, and shareholding at the end of the period, they should be filled out in sequence according to the reinvestment of the Company (a publicly listed company) and each reinvestment of each direct or indirect controlled investee. In addition, the relationship

• (e.g., a subsidiary or a subsidiary-subsidiary of the parent company) between each investee and the Company (a publicly listed company) should be entered.

• (2) For the section of “ investee ’ s profit and loss, ” please enter the amount of current profit and loss of each investee.

(3) For “ Recognized current investment income, ” enter only the recognized amount of profit and loss of each direct investment subsidiary of the Company (a publicly listed company) and of each investee accounted company) and of each investee accounted for using the equity method. The balance is not required. When entering the “ Amount of profit and loss recognized of each subsidiary of direct reinvestment, ” make sure that the amount of profit or loss of each subsidiary includes the investment income of the reinvestment to be recognized in accordance with the regulations.

~209~

HolidayGarden International Ltd. and subsidiaries
Major Shareholders Information
December 31,2020
Table 5
	Shares
Name of Major Shareholders	Number of shares held	Shareholdingratio
YENJUAN INTERNATIONAL CO., LTD.	21,427,377	19.39%
Cathay United Bank is entrusted with the custody of the investment account of Girard- Perregaux Co.	10,908,482	9.87%
CathayUnited Bank is entrusted with the custodyof the investment account of Estoshi Co.	10,485,338	9.49%
Cathay United Commercial Bank is entrusted with the custody of the investment account of True Path Holdings Ltd.	10,361,288	9.37%
Cathay United Commercial Bank is entrusted with the custody of the investment account of East-West Holdings Co.	8,748,960	7.91%

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Chapter 7. Review Analysis and Risk Assessment of Financial Position and Operating Results I. Financial Position - Consolidated

(I) Review and Analysis of Financial Position

(the increase or decrease amount is more than NT$ 10 million and the change proportion is more than 20%)

more than 20%)	more than 20%)	more than 20%)
			Unit: NT$ 1,000
Year Items	2020	2019	Difference
			Amount	%
Current Asset	1,968,214	2,213,406	-245,192	-11.08
Real Estate, Plant and Equipment	3,947,433	4,279,580	-332,147	-7.76
Intangible Assets	664,991	750,664	-85,673	-11.41
Other Assets	452,122	402,775	49,347	12.25
Total Assets	7,032,760	7,646,425	-613,665	-8.03
Current Liability	2,568,912	2,956,059	-387,147	-13.10
Non-Current Liability	3,501,897	3,401,101	100,796	2.96
Total Liabilities	6,070,809	6,357,160	-286,351	-4.50
Equity Attributable to Owners of Parent Company	961,951	1,289,265	-327,314	-25.39
Share Capital	1,104,856	1,104,856	－	－
Capital Surplus	2,169	2,169	－	－
Retained Earnings	(29,078)	241,231	-270,309	-112.05
Other Equities	(115,996)	(58,991)	-57,005	96.63
TreasuryStock	-	－	－	－
Non-ControllingInterest	-	－	－	－
Total Equity	961,951	1,289,265	-327,314	-25.39
Reasons for the difference: 1. The decrease in total assets of property, plant and equipment and intangible assets was due to the impairment loss recorded by Holiday Garden EV CORP. 2. Other reduction in equity is due to cumulative conversion adjustments.

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II. Review and Analysis of Business Operating Results – Consolidated

(I) Comparative analysis of business operating results:

(the increase or decrease amount is more than NT$ 10 million and the change proportion is more than 20%)

change proportion is more than 20%)	change proportion is more than 20%)	change proportion is more than 20%)	change proportion is more than 20%)	change proportion is more than 20%)
Unit: NT$1,000 Items 2020 2019 Increase (Decrease) Amount Variable Proportion % Operating Income 741,703 1,520,242 (778,539) (51.21) Operating Margin 516,685 1,287,691 (771,006) (59.88) Operating Profit and Loss (199,426) 219,650 (419,076) (190.79) Non-Operating Income and Expenditure (294,434) (191,358) (103,076) 53.87 Net Profit Before Tax (493,860) 28,292 (522,152) (1,845.58) Continuing Operations Net Income (270,309) (4,692) (265,617) 5,661.06 Loss from Discontinued Operations － － － － Current Net Profit (Loss) (270,309) (4,692) (265,617) 5,661.06 Current Other Comprehensive Profit and Loss (Net Amount After Tax) (57,005) (34,651) (22,354) 64.51 Current Total Comprehensive Profit and Loss (327,314) (39,343) (287,971) 731.95 Net Income Attributable to Owners of Parent Company (270,309) (4,692) (265,617) 5,661.06 Net Profit Attributable to Non-ControllingInterests － － － － Total Comprehensive Profit and Loss Attributable to Owners of the Parent Company (327,314) (39,343) (287,971) 731.95 Total Comprehensive Profit and Loss Attributable to Non-ControllingInterest － － － － Earnings Per Share (2.45) (0.04) (2.41) 6,025 Explanation analysis: 1. The decrease in operating revenue, gross profit and operating income was due to the impact of the COVID-9 outbreak. 2. The increase in non-operating income and expenses was due to the increase in foreign currency exchange loss and interest expense.
Items	2020	2019	Increase (Decrease) Amount	Variable Proportion %
Operating Income	741,703	1,520,242	(778,539)	(51.21)
Operating Margin	516,685	1,287,691	(771,006)	(59.88)
Operating Profit and Loss	(199,426)	219,650	(419,076)	(190.79)
Non-Operating Income and Expenditure	(294,434)	(191,358)	(103,076)	53.87
Net Profit Before Tax	(493,860)	28,292	(522,152)	(1,845.58)
Continuing Operations Net Income	(270,309)	(4,692)	(265,617)	5,661.06
Loss from Discontinued Operations	－	－	－	－
Current Net Profit (Loss)	(270,309)	(4,692)	(265,617)	5,661.06
Current Other Comprehensive Profit and Loss (Net Amount After Tax)	(57,005)	(34,651)	(22,354)	64.51
Current Total Comprehensive Profit and Loss	(327,314)	(39,343)	(287,971)	731.95
Net Income Attributable to Owners of Parent Company	(270,309)	(4,692)	(265,617)	5,661.06
Net Profit Attributable to Non-ControllingInterests	－	－	－	－
Total Comprehensive Profit and Loss Attributable to Owners of the Parent Company	(327,314)	(39,343)	(287,971)	731.95
Total Comprehensive Profit and Loss Attributable to Non-ControllingInterest	－	－	－	－
Earnings Per Share	(2.45)	(0.04)	(2.41)	6,025
Explanation analysis: 1. The decrease in operating revenue, gross profit and operating income was due to the impact of the COVID-9 outbreak. 2. The increase in non-operating income and expenses was due to the increase in foreign currency exchange loss and interest expense.

(II) Analysis of operating margin changes: None

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III. Review and Analysis of Cash Flow - Consolidated

(I) Cash Flow Analysis

2020 Unit: NT$ 1,000

Beginning Cash Balance	Net Cash Flow from Operating Activities Throughout the Year	Cash Outflows (Inflows) from Investment and Financing Activities Throughout the Year	Cash Balance Amount	Remedial Measures for Cash Inadequacy	Remedial Measures for Cash Inadequacy
				Investment Plan	Financial Plan
$1,139,837	($131,009)	($ 121,817)	$887,011	－	－

• (II) The net cash flow of each item changes by 50% at present and later stage, and the change in the amount is more than 5% of the paid-in capital.

Items 2020 2019 Operating Activities (131,009) 281,378 Investment Activities (85,310) (2,500,577) Financing Activities 8,947 1,588,918	Unit: NT$ 1,000 Changes in the Amount Rate of Change % (412,387) (146,55) 2,415,267 ( 96.59) (1,579,971) ( 99.44)

Net cash flow from financing activities:due to the purchase of a new hotel in the United States. 。

(III) Remedial measures for insufficient cash and liquidity analysis: N/A

• (IV) Analysis of cash liquidity in the next year:

				Unit: NT$1,000	Unit: NT$1,000
Beginning Cash B a l a n c e ( 1 )	Expected Full- Year Net Cash Flow from Operating Activities(2)	Expected Full- Year Net Cash Flow Amount (3)	Cash Balance (Insufficient) Amount (1) +(2)-(3)	Remedial Measures for Cash Inadequacy
				Investment Plan	Financial Plan
887,011	$0	$11,512	$875,499	－	－

IV. The Impact of Recent Material Capital Expenditures on Financial Operations: None

• IIV. Recent Annual Reinvestment Policy, Main Reason for Income or Loss, Its Improvement Plan and Investment Plan for the Next Year

213

Unit: NT$ 1,000

Explanations Items	Amount	Policies	Main Cause of Profit or Loss	Improvement Plan	Other Future Investment Plans
Holiday Garden International Ltd.	(247,756) (2020)	Offshore Holding Company	Operating loss through American sub-subsidiary Holiday Garden International's investments in hotels such as Clementine Hotel & Suites Anaheim in California	The Company is still strengthening various controls to achieve greater profits.	None

VI. Risk Items and Assessment

• (1) Impacts on interest rate, fluctuation in exchange and inflation on corporate gains and losses and future countermeasures:

  1. The Company is engaged in short-term and long-term loans, which is a kind of debt with floating interest rate. Therefore, the change of market interest rate will cause the effective interest rate of short-term and longterm loans to change accordingly. The Company will continue to maintain a good interactive relationship with its banks, obtain preferential loan terms, and minimize the risk of interest rate fluctuations affecting interest expenses.

  2. Recently, the exchange rate of USD and JPY fluctuates a lot, but most of our tourists are from mainland China, so the influence on our Company is limited.

  3. Under the pressure of rising prices, the Company will purchase in bulk to reduce the cost of goods in response to inflation.

• (2) Policies on high-risk, highly leveraged investments, capital loans for others, endorsements, and derivative transactions, major causes of profits or losses and future countermeasures: The Company forbids high-risk and highly leveraged investments. For the capital loan to other people and endorsement of the object of guarantee, they are limited to affiliated enterprises with 50% reinvestment. Up to the date of publication, no funds have been loaned. The Company has so far prohibited trading in derivative products.

• (3) Future R&D plan and expected invested R&D cost: The Company is in the service sector, and we have no such

• plan at present.

• (4) The impact of important domestic and foreign policies and laws on the company's financial business and countermeasures:

   - The Financial Supervisory Commission of the Executive Yuan issued on May 14, 2009 that TWSE & TPEx listed companies
  

214

shall prepare financial reports in accordance with IFRS (main framework of International Accounting Standards and important accounting standards of International Financial Reporting Standards) from 2013; the Company has adopted IFRS to prepare financial reports.

• (5) Impact of technological and industrial changes on the company's financial business and countermeasures: Over the years, the Internet booking has become a new trend, in addition to the layout of a number of Internet booking companies, to strengthen the expansion of the business, training related business personnel, for the company's largest volume of business.

• (6) Impact of corporate image change on corporate crisis management and countermeasures: The Company has always upheld the supremacy of guests, service first for the most priority, so that guests feel at home. In case of any customer complaint, it is necessary to make timely correction and improvement, maintain the corporate image of law-abiding and trustworthy, and cultivate the business philosophy of environmental responsibility in silence.

• (7) Anticipated benefit, possible risks and countermeasures of the merger and acquisition: The merger and acquisition policy of the Company has always been conservative, and we will only do so when we can do our best and do not take additional debt, when the expected benefits are expected, and when the risks are the lowest.

• (8) Anticipated efficiency, possible risks and countermeasures of the expanded plants:

• The Company's land use rate is full, there is no plan to expand the hotel.

• (9) Risks and countermeasures encountered in the purchase or turnover concentration:

• The Company is in service sector, the object of purchase and sales are very scattered and the source channels are diverse, sales has always taken business personnel and the cooperation with travel agencies, so the Company's purchase and sales concentrated risk is minimal.

215

• (10) Directors, supervisors, or major shareholders holding more than 10% of the company's shares, in terms of the impact and risks of the transfer or change of ownership on the company: The directors of the company are all appointed by Yingchuan International Enterprise Co., Ltd., and the majority shareholder holding more than 10% shares is only the legal person shareholder, so there is little risk of substantial transfer of shares.

• (11) Impact of the change of management right on the company, risks and countermeasures:

• So far, there has been no change in the management of the Company.

• (12) The company and its directors, supervisors, general managers, substantial heads, major shareholders holding more than 10% of the shares of the company and its subsidiaries shall be listed in the litigation or non-litigation or administrative disputes in which the company has determined or is still in possession. Where the outcome may have a material impact on shareholders' equity or securities prices, it shall disclose the facts of the dispute, the target amount, the commencement date of the lawsuit, the major litigants involved and the disposition as of the date of publication of the annual report: No such thing happened in the Company.

• (13) Other important risks and countermeasures:

Description of the information security risk assessment analysis: With the advancement of technology, the Internet is becoming more and more prevalent, and the relative risk is information security. Under this risk, the company's current approach to staff is to set up training courses on the Personal Data Protection Act to strengthen staff's control over the company's information security and personal data; and to set up an Active Directory server on the system to distinguish clearly and in detail between departments and staff to ensure the protection of the authority of each department. Under the AD domain, employees have their own accounts and must update their passwords regularly to protect the

216

security of their personal account information, which can increase the efficiency of company control and information security, and the use of group principle management can effectively limit the user to download and install software, greatly reducing the risk of poisoning. The company's File Server is also AD-controlled, so all departments and employees can have detailed read and write restrictions to protect their data from infringement.

In the hardware, the company has also installed a physical firewall - Forti Gate 100D, which can externally block malicious attacks and block viruses; internally, it can effectively control the traffic, filter web pages and applications to reduce the chances of users being infected with Trojans, worms or viruses, and the dashboard can monitor the network status and incoming and outgoing IPs; personal computers are also installed with anti-virus software such as Windows Defender, Avast and ESET, and computer monitoring and regular anti-virus schedules are enabled to prevent viruses at any time.

• (14) Other important items: None.

217

Chapter 8. Special Noted Items

1. Related Information on Affiliated Enterprises

2. (I) Consolidated Business Report of Affiliated Enterprises: Please refer to pages 223~226.

3. (II) Consolidated Financial Statement of Affiliated Enterprises: Please refer to pages 151~214.

4. (III) Relationship report: None.

5. For the most recent year and up to the date of publication of the annual report, the status of private offering of marketable securities: None.

6. For the most recent year and up to the date of publication of the annual report, the status of holding or disposing of the Company's shares by a subsidiary: None.

7. Other necessary supplementary notes: None.

8. Chapter 9. For the Most Recent Year and up to the Date of Publication of the Annual Report, There are Matters that Have a Material Impact on The Shareholders' Equity or the Securities Price as Provided for in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act:

None

218

Holiday Garden Hotel Co., Ltd.

Consolidated Business Report of Affiliated Enterprises

• I. Affiliated Enterprise Profile

• I. Organizational Profile of the Affiliated Enterprises

• (I) Organization Chart of the Affiliated Enterprises

==> picture [380 x 392] intentionally omitted <==

• (II) A company presumed to have a controlling and subordinate relationship under Article 369-3 of the Company Act: No such situation.

• (III) A company which has a controlling and subordinate relationship as provided for in Article 6 of the preparation guidelines for the Consolidated Business Report of Affiliated Enterprises, Consolidated Financial Statement of Affiliated Enterprises, and Relationship Report: No such situation.

219

II. Basic Information on Affiliated Enterprises

Unit: NT$ 1,000

				Unit: NT$1,000
Enterprise Name	Date of Incorporation	Address	Paid-In Capital (Note)	Major Business or Production Items
HOLIDAY GARDEN INTERNATIONAL LTD.	March 14, 1997	Canon’s Court, 22 Victoria Street, PO Box 1624,Hamilton HM EX,Bermuda	USD 12	Investment Business
HOILDAY GARDEN U.S.	January 22, 1997	202 S. Minnesota Street, Carson City, NV 89703,U.S.A.	USD 180	Investment Business
HOLIDAY GARDEN SF CORP.	January 21, 1997	1540 W. Artesia Sq., Unit D Gardena,CA,U.S.A. 90248	USD 170	Operating Tourist Hotel Business
HOLIDAY GARDEN VC CORP.	July 8, 2015	1540 W. Artesia Sq., Unit D Gardena,CA,U.S.A. 90248	USD 150	Operating Tourist Hotel Business
HOLIDAY GARDEN NW CORP.	July 20, 2015	1540 W. Artesia Sq., Unit D Gardena,CA,U.S.A. 90248	USD 150	Operating Tourist Hotel Business
HOLIDAY GARDEN WC CORP.	May 18, 2016	1540 W. Artesia Sq., Unit D Gardena,CA,U.S.A. 90248	USD 150	Operating Tourist Hotel Business
Holiday Garden Hotel Development Co.,Ltd.	September 28, 2017	No. 1, Zhong’an Rd., Qianzhen Dist., KaohsiungCity	NT 65,000	Operating Tourist Hotel Business
HOLIDAY GARDEN EV CORP.	April 12, 2019	1540 W. Artesia Sq., Unit D Gardena,CA,U.S.A. 90248	USD 150	Operating Tourist Hotel Business

Note: The exchange rate on the reporting date was USD1 = NT 28.48.

III. The same shareholder information is presumed to be controlled and affiliated: None.

• IV. Sectors covered by the overall business operation of the affiliated enterprise:The business of the company and its affiliated enterprises mainly involves the investment and operation of tourist hotels and restaurants.

- 220 -

V. Information on Directors and General Manager of Affiliated Enterprises:

Unit: Shares; %

			Unit: Shares;%	Unit: Shares;%
Enterprise Name	Title	Name or Representative	SharesHeld
			Number of Shares(shares)	Shareholding Percentage(%)
Holiday Garden Hotel Development Co.,Ltd.	Director Chairman of the Board (Representative of Hotel HolidayGarden)	Holiday Garden Hotel Co., Ltd. Hai-Ni Chen	6,500,000 -	100 -
HOLIDAY GARDEN INTERNATIONAL LTD.	Director Chairman of the Board (Representative of Hotel HolidayGarden)	Holiday Garden Hotel Co., Ltd. Hai-Ni Chen	12,000 -	100 -
HOLIDAY GARDEN U.S.	Director Chairman of the Board (Representative of Hotel Holiday Garden)	HOLIDAY GARDEN INTERNATIONAL LTD. Hai-Ni Chen	18,000 -	100 -
HOLIDAY GARDEN SN CORP.	Director Chairman of the Board (Representative of Hotel HolidayGarden)	HOLIDAY GARDEN U.S. Hai-Ni Chen	150,000 -	100 -
HOLIDAY GARDEN VC CORP.	Director Chairman of the Board (Representative of Hotel HolidayGarden)	HOLIDAY GARDEN U.S. Hai-Ni Chen	150,000 -	100 -
HOLIDAY GARDEN NW CORP.	Director Chairman of the Board (Representative of Hotel HolidayGarden)	HOLIDAY GARDEN U.S. Hai-Ni Chen	150,000 -	100 -
HOLIDAY GARDEN WC CORP.	Director Chairman of the Board (Representative of Hotel HolidayGarden)	HOLIDAY GARDEN U.S. Hai-Ni Chen	150,000 -	100 -
HOLIDAY GARDEN EV CORP.	Director Chairman of the Board (Representative of Hotel HolidayGarden)	HOLIDAY GARDEN U.S. Hai-Ni Chen	150,000 -	100 -

Note 1: If the affiliated enterprise is a foreign company, its equivalent position shall be listed. Note 2: If the investee company is a company limited by share, the number of shares and shareholding ratio shall be filled in.

- 221 -

II. Operating Profile of Affiliated Enterprises

The Financial Position and Operating Results of the Relevant Enterprises (Note) Unit: NT$ 1,000

Enterprise Name	Capital	Total Value of Assets	Total Liabilities	Net Value	Operating Incom	e Operating (Loss) Profit	Current (Loss) Profit (After Tax)	Earnings Per Share(NT$) (After Tax) (Note )
Holiday Garden Hotel Development Co., Ltd.	$ 65,000	$ 170,930	$ 129,405	$ 50,525	$ 35,886	$ ( 2,243)	$ ( 2,676)	$ ( 0.41)
HOLIDAY GARDEN INTERNATIONAL LTD.	$ 342	$ 1,303,347	$ 18,882	$ 1,284,465	$ -	$ -	(247,756)	$ (20,646.37)
HOLIDAY GARDEN U.S.	$ 5,126	$ 1,501,023	$ 1,398,658	$ 102,365	$ -	$ (25,798)	(355,581)	$ (19,754.49)
HOLIDAY GARDEN SN CORP.CORP.	$ 4,842	$ 1,269,431	$ 1,164,719	$ 131,822	$ 133,070	$ 3,827	8,479	$ 49.88
HOLIDAY GARDEN VC CORP.CORP.	$ 4,272	$ 759,693	$ 771,068	($ 13,501)	$ 135,621	$ (23,530)	( 32,787)	$ ( 218.58)
HOLIDAY GARDEN NW CORP.CORP.	$ 4,272	$ 596,531	$ 556,931	$ 39,479	$ 100,452	$ (8,063)	( 15,518)	$ ( 103.45)
HOLIDAY GARDEN WC CORP.CORP.	$ 4,272	$ 941,495	$ 1,096,259	$ (156,838)	$ 102,183	$ (7,538)	( 83,112)	$ ( 554.08)
HOLIDAY GARDEN EV CORP.CORP.	$ 4,272	$ 1,877,218	$ 1,947,238	$ (163,066)	$ 141,539	$ (79,960)	(208,795)	$ (1,391.96)

Note: Average buy/sell rate of reporting date on December 31, 2020 was USD1 = NTD28.48. Average exchange rate from January 1 to December 31, 2020 was USD1 = NTD29.55.

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Holiday Garden Hotel

Signature and seal of the person in charge : Hai-Ni Chen

- 223 -