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Hung Ching — AGM Information 2025
Jul 6, 2025
52140_rns_2025-07-06_7c92de9e-1346-47b2-bbc7-245e5a07ab56.pdf
AGM Information
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Hung Ching Development & Construction Co., Ltd. 2025 Annual Sharehold’s Metting Minutes
(Translation)
1. Time and Date: 10:00 a.m., Thursday, June 19, 2025
2. Place: No. 13, Lane 751, Kangning Street, Xizhi District, New Taipei City (A.S.E. Design Center)
3. Type of Meeting: Physical shareholder's meeting.
4. Attendees: (1)The total number of shares of shareholders present and entrusted to attend was 197,753,636 shares (including electronic voting 127,725,499 shares with voting rights exercised), accounting for the total number of issued shares of the company 75.54% of 261,758,305 shares (excluding 8,547,695 non-voting shares), has the legal number of shares present is reached.
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、 、 、
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(2) Directors: Chia-Pay Chou Ching-Hua Chen Fang-Yin Chen Chien-Hua Yao、Yen-Yi Tseng, Representative of Advanced 、
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Semiconductor Engineering, Inc. Ching-Chou Su, Representative of Advanced Semiconductor Engineering, Inc.
Indpendent Directors : Hong-Long Hong (Convener of the Audit Committee) 、Wei-Li Tsuo、Chun-Chin Tu
- (3) CPA Wang-Sheng Lin of Deloitte & Touche
Lawyer Ray Lee of Li Mo & Associates Attorneys-at-Law
5.Chairman: Directors Chia-Pay Chou Recorder: Fang-Yin Chen
6. Call the Meeting to Order: The number of shares present has reached the statutory amount, and the chairman declares the meeting to be convened in accordance with the law
7.Chair's Remarks: (To be omitted)
8.Report Items
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I. 2024 Business Report (Attachment 1)
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II. Audit Committee's review of the 2024 annual final accounting books and statements. (Attachment 2)
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III. Report on 2024 employees' and directors' remuneration.
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IV. Report on the status of loans of funds.
9. Ratification Items
Item 1: (Proposed by the Board of Directors)
Proposal:Acknowledgment of the 2024 business report and annual final accounting books and statements.
- Explanation: The Board of Directors has prepared the Company's 2024 Business Report, Financial Statements, and Earnings Distribution Proposal, among
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which the Financial Statements have been audited by CPA, Wang-Sheng Lin and Shih Chun-Hung of Deloitte & Touche, by whom an audit report has been issued accordingly.
Attachment:
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I. Business Report (Attachment 1).
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II. Financial Statements (Attachment 3).
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III. Earnings Distribution Table (Attachment 4).
Resolution: Voting Results:
Shares represented at the time of voting: 197,753,636
| ution: Voting Results: Sharesrepresented at the time ofvoting: |
197,753,636 |
|---|---|
| Voting Results | % of the total represented share present |
| Votes in favor: 194,539,703 (including electronic voting:125,071,453 ) |
98.37% |
| Votes against: 86,374 (including electronic voting :86,374) |
0.04% |
| Votesinvalid:0 | 0.00% |
| Votes abstained:3,127,559 (including electronic ,voting:2,567,672) |
1.58% |
There were no shareholder questions in this case, and the original proposal was passed after voting.
Item 2: (Proposed by the Board of Directors) Proposal: Acknowledgment of the 2024 Earnings Distribution. Explanation:
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The Company's earnings distribution in 2024 is proposed in accordance with the Company Act and the Articles of Incorporation of the Company.
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The dividend to shareholders of NT$540,612,000 will be distributed in cash. Based on the number of shares recorded in the Company's current shareholder register of 270,306,000 shares, NT$2 per share will be distributed. The distribution of cash dividends shall be based on share ratio and rounded off to the integer. Fractional dividend amounts that are less than NT$1 shall be ranked from high to low in value and from old to new in account number, and then they shall be adjusted in this order until the total amount of cash dividend distribution is met. Subsequent factors such as the issuance of new shares due to the Company's cash capital increase and issuance of new shares, or the transfer or cancellation of treasury shares due to the purchase of the Company's shares, which affects the number of shares that the Company can participate in the distribution of shareholder dividends, and the dividend rate of shareholders changes and needs to be revised, it is proposed to authorize the Board of Directors to handle and adjust it.
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The shareholders' ex-dividend date shall be determined by the Board of Directors after a resolution is made at the shareholders' meeting.
Attachment: Earnings Distribution Table (Attachment 4)
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Summary of Speech by Shareholder No. 50954:
Your company's undistributed retained earnings on December 31, 2024 reached NT$ 3.2 billion, which is higher than the share capital. Please add a cash dividend of NT$1 to the shareholders. Thank you.
Summary of Chairman's Reply:
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1.The real estate market is currently under the government's key regulatory control, and the central bank has implemented selective credit control measures, including tightening credit and raising interest rates for the construction industry. At present, our Zhongli and Kaohsiung plants are under construction and in a phase requiring significant capital outlay. To ensure smoother operations in the future, we hope to retain more cash.
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If shareholders have no other suggestions, this case will be put to a vote later.
Resolution:Voting Results:
Shares represented at the time of voting: 197,753,636
| Voting Results | % of the total represented share present |
|---|---|
| Votes in favor: 194,627,729 (including electronic voting:125,159,479 ) |
98.41% |
| Votes against: 93,348 (including electronic voting :93,348 ) |
0.04% |
| Votesinvalid:0 | 0.00% |
| Votes abstained:3,032,559 (including electronic voting:2,472,672) |
1.53% |
The original proposal was passed after a vote.
10. Discussion Items
Item 1: Item 1 (Proposed by the Board of Directors)
Proposal: To adopt the Amendments to parts of the "Articles of Incorporation".
Explanation:
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To comply with Order Jin-Guan-Zheng-Fa-Zi No. 1130385442 issued by the Financial Supervisory Commission and operational requirements, the Company proposes to amend certain provisions of the "Articles of Incorporation."
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For the revised comparison table, please refer to Attachment 5
Resolution: Voting Results:
Shares represented at the time of voting: 197,753,636
| ution: Voting Results: Sharesrepresented at the time ofvoting: |
197,753,636 |
|---|---|
| Voting Results | % of the total represented share present |
| Votes in favor:194,609,421 (including electronic voting:125,141,171) |
98.41% |
| Votes against: 107,656 (including electronic voting :107,656 ) |
0.05% |
| Votesinvalid:0 | 0.00% |
| Votes abstained:3,036,559 (including electronic voting:2,476,672) |
1.53% |
There were no shareholder questions in this case, and the original proposal was passed after voting.
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Summary of Speech by Shareholder No. 76371:
While we wait for the votes to be counted, I suggest discussing and voting on each case at a time, or stating the case on the ballot.
Summary of Chairman's Reply:
Your suggestion is very good and we should improve it next time.
11. Extempore Motions :
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(1) Summary of Speech by Shareholder No. 50954:
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Regarding the overpayment of land value-added tax on Tuchengyuan and Duan 530, in order to protect the interests of shareholders and the company, the company itself has no rights to claim, but the company can claim some preferential treatment.
Summary of Chairman's Reply:
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A.You have come to our shareholders' meeting for six consecutive times regarding this issue. Our company has also provided you with several cases for you to check and review regarding the Tucheng land value-added tax, but you did not find any tax unit calculation errors as you said.
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B. We fully understand that you hope to help us save taxes, and we are also glad that you care about our company in case the government extorts taxes and ask us to claim rights, but you have checked the land value-added tax bill we provided to you and found no problems.
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C. Our company has its own regulations. We are unwilling to use the company's reputation to fight against the New Taipei City Government, saying that there is a problem with the country's tax unit system, resulting in land value-added tax calculation errors. We are a construction company that operates legally, compliantly and steadily, not a company that takes shortcuts. The land value-added tax calculation error is your personal statement. Please show us a case where you have helped other listed companies to succeed. We will no longer delay the precious time of all shareholders. If you have any questions, we will discuss them later.
(2)Summary of Shareholder No. 73492’s Speech :
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After I reported the illegal activities of the company's internal personnel, I was threatened and intimidated. I believe that the company has protected the supervisor surnamed Chen and has not taken any action.
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The company should not allow internal staff to conduct transactions with the company or its subsidiaries and other related companies through third-degree relatives or close friends.
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The company is concerned that the content of my reply letter and the information on the website announcement are untrue. I hereby request the independent director (audit committee) to conduct the following factual investigation:
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(1) Please verify and reply within 7 days after submitting the report letter.
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(2) Please confirm whether there are any omissions in the execution of the furniture market consumer behavior survey plan and other work after submission and signing in accordance with regulations.
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(3) Please confirm whether the process of the 100-year gift purchase incident is reasonable.
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(4) Whether the company agrees that internal staff can conduct transactions with the company or its subsidiaries and other related companies through third-degree relatives or close friends.
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(5) I am willing to cooperate with the audit committee's investigation.
The Chairman's designated lawyer replied:
Summary of the lawyer's reply:
This incident happened more than 20 years ago. The company has completed the investigation (2023.10), and the competent authorities have also come to verify it. Today's shareholders' meeting hopes that shareholders will make suggestions in a legal and compliant manner so that the company can do better, but the text on the materials you distributed to other shareholders on site before the meeting may involve defamation or aggravated defamation that damages the company's reputation.
Summary of the Chairman's Reply:
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A. You have also raised questions about this issue for several consecutive years. We ave explained it in detail at the shareholders' meeting last year, and the exchange's competent authorities have also come to conduct strict inspections. I believe that what you said is not a lie, but the marketing amount at that time was only tens of thousands of yuan, and the amount may be relatively small, and it would not be decided at our level.
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B. None of the evidence you presented has the official company seal. We have conducted our own internal review, the exchange has also reviewed it, and our review committee has punished the employee himself. The employee has also left our company. We hope that this matter can be concluded satisfactorily. If you have other legal disputes with her personally, please handle them outside of our company. You can file a lawsuit against her, and do not affect the time of other shareholders in our company.
12. Adjournment: 10:50 a.m. , Thursday, June 19, 2025
- (This minutes only states the gist of the meeting, and the audio and video records of the meeting shall prevail for detailed content.)
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Attachment 1
Business Report
Introduction
Looking back at the 2024 real estate market, it can be described as "strong start, weak finish." During the first three quarters, with the domestic economic growth rate significantly rising and the boom in AI industries and semiconductor-related supply chains, demand for residential and commercial real estate in these areas was stimulated. Additionally, under the New Youth Homeownership Assistance Loan Policy, a large number of first-time homebuyers with essential housing needs were attracted, creating an active real estate market. Buyers primarily focused on "low total price," "small square footage," and "high liquidity" properties. According to Ministry of Interior statistics, property transfers in the six major cities reached approximately 210,000 units in the first three quarters, an increase of 25.11% compared to the same period in 2023. The national housing price-to-income ratio in the third quarter of 2024 was 10.82 times, up from 9.97 times in the fourth quarter of 2023, indicating that both prices and volume increased during the first three quarters of 2024. In the fourth quarter, following the Central Bank's introduction of the seventh wave of selective credit controls restricting loans for "multi-unit purchasers" and "investors," buyers faced limited loan amounts. Combined with strong expectations of price corrections, the market adopted a wait-and-see approach. However, supported by strong buying in the first three quarters, annual property transfers in the six major cities reached approximately 270,000 units, a year-over-year increase of 14.8%, while nationwide transfers totaled 350,000 units, reaching an 11-year high.
Operating Performance
In 2024, the consolidated operating income amounted to NT$7,265,269 thousand. This was primarily attributed to the sales revenue from properties such as the Kaohsiung K13 factory office buildin, the Di Jing Yuan project, and the Hongjing Qingyun project, constituting 95% of the total operating income. Other sources of income, including real estate leasing, construction contracts, and service income, accounted for the remaining 5% of operating income. After deducting construction and leasing costs totaling NT$5,468,820 thousand, the gross operating profit was NT$1,796,449 thousand. Operating expenses amounted to NT$434,328 thousand. Additionally, after considering the net amount of non-operating income and expenses, which totaled NT$96,597 thousand, and deducting the income tax expense of NT$206,916 thousand, the consolidated net income amounted to NT$1,251,802 thousand. The net income attributable to the Company's individual entity was NT$1,272,344 thousand, with an earnings per share of NT$4.86.
2025 Operating Plan
In 2025, in addition to continuing the sale of residential projects such as Emperor Court on Pingnan Road, the ongoing projects will proceed as follows: the construction of the Kaohsiung K28 Factory Office Building, with a floor area of approximately 10,884 ping, is expected to receive a usage permit in the fourth quarter of 2026; the Zhongli Factory Office Building, with a floor area of approximately 19,300 ping, is expected to be completed and obtain a usage permit in the second quarter of 2025; the Zhubei project is
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planned to be divided into 8 zones and developed in three phases. The soil and water conservation project for the entire area was completed in the second quarter of 2022, and the first phase of development (Zone A, residential and reception house) is currently applying for a construction permit; the Taichung Phase 14 residential project is expected to start construction in April 2025.
Future Operation Outlook
As the subsequent effects of the Central Bank's seventh wave of selective credit controls gradually emerge, banks have generally increased loan interest rates and reduced loan-to-value ratios, leading to higher capital costs. While this has suppressed market participation from multi-unit buyers and investors, fundamental demand from owner-occupiers continues to provide support. Given the tightening of buyer funding, developers may adjust their project strategies by introducing "small square footage, high unit price, low total price" products to align with market trends, or offer more flexible payment terms to stimulate buying interest. Furthermore, if the global economy enters an interest rate reduction cycle, Taiwan's Central Bank may follow suit, further reducing mortgage pressure and providing market support momentum.
Housing prices have been affected by factors such as rising raw material and labor costs, carbon tax implementation, Property Hoarding Tax 2.0, and Central Bank credit controls, all of which increase construction and holding costs. However, existing developers have limited room for price reductions due to their sound financial positions, making significant short-term corrections unlikely. Additionally, real estate serves as an asset preservation function, and in regions with transportation infrastructure improvements and active industrial development, housing demand remains relatively stable due to continued employment growth. Some capital continues to flow into the real estate market, providing certain price support.
Looking ahead to 2025, the real estate market will continue to be influenced by policy adjustments, interest rate fluctuations, economic conditions, and changes in market supply and demand. The wait-and-see atmosphere from the fourth quarter of 2024 may persist, maintaining a consolidation pattern. The market is expected to continue showing a trend of "reduced volume with stable prices." In the short term, our company's operational strategy will focus primarily on constructing factories in joint ventures with affiliated enterprises and developing residential projects in Zhubei and Taichung Phase 14. Going forward, we will actively seek suitable land for development, aiming to generate stable annual operating income and profits to reward our shareholders.
Thank you again for your support and advice over the year, and wish you good health and all the best!
Chairman: Managerial Officer : Wen-Hsiang Chien Chia-Pei Chou
Accounting Supervisor: Fang-Ying Chen
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Attachment 2
Audit Committee Review Report
The Board of Directors has prepared the Company's 2024 Business Report, Financial Statements, and Earnings Distribution Proposal, among which the Financial Statements have been audited by Deloitte & Touche, Taiwan, by whom an audit report has been issued accordingly. The Business Report, Financial Statements and the Earnings Distribution Proposal have been reviewed by us, the Audit Committee of the Company. We have not found any inconsistencies with applicable laws in our review of the aforementioned documents. Therefore, we, the Audit Committee, hereby issue this report in compliance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.
Hung Ching Development & Construction Co., Ltd. Convener of the Audit Committee Hong-Long Hong
March 14, 2025
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Attachment 3
Independent Auditors’ Report
To the Board of Directors and the Shareholders of Hung Ching Development & Construction Co., Ltd.
Opinion
We have audited the accompanying consolidated financial statements of the Hung Ching Development & Construction Co., Ltd. and its subsidiaries (the "Group"), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity, and cash flows for the years then ended, and the notes to consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China. Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Group's consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2024 are stated as follows:
- Sales Revenue of Building and Land Related Party Transaction
In 2024, the Hung Ching Group generated NT$6,922,512 thousand in sales revenue from real estate. The sale of the K13 factory office building to a significant investor accounted for NT$5,263,000 thousand, representing 76% of the total sales revenue from real estate for the year. This transaction is considered significant for the consolidated financial statements as it is one of the main sources of income for the Hung Ching Group. The auditor has identified the related party transactions in sales revenue from real estate as a key audit matter due to the higher controllability of transactions with related parties and the significant impact of the reasonableness of the conditions and the commercial substance of such transactions on the expression of the consolidated financial statements. Please refer to Notes 4, 22 and 29 to the Consolidated Financial Statements.
The main audit procedures performed on the specific levels in respect of the above-mentioned key audit matter for the audit of the year are as follows:
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We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.
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We obtained sales contracts from related parties to understand the purpose, price and payment terms of the transactions and to evaluate whether the transactions are commercially reasonable and the basis for pricing.
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Issuance of letters of inquiry regarding related party sales transactions.
Other Matters
We have also audited the parent company only financial statements of Hung Ching Construction Development Co., Ltd. as of and for the years ended December 31, 2024 and 2023 on which we have issued an unmodified opinion.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers "and the IFRS, IAS, IFRIC, and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
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Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Group's financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is high, but an audit performed in accordance with auditing standards does not provide assurance that the consolidated financial statements will be audited in accordance with accounting principles and practices generally accepted in the Republic of China.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the consolidated ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our opinion to the Group.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche Certified Public Accountant: Certified Public Accountant: Wang-Sheng Lin Jun-Hong Shi
Financial Supervisory Commission Financial Supervisory Commission Approval Approval Document No.: Document No.: Jin-Guan-Zheng-Shen-Zi No. 1060023872 Jin-Guan-Zheng-Shen-Zi No. 1110348898
March 7, 2025
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Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Balance Sheets
December 31, 2024 and 2023
Unit: NT$ thousand
| Code 1100 1110 1150 1172 1180 1200 1210 130X 1429 1476 1479 11XX 1517 1535 1550 1600 1755 1760 1780 1840 1930 1990 15XX 1XXX Code 2100 2110 2130 2170 2219 2220 2230 2280 2322 2399 21XX 2540 2580 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX 36XX 3XXX |
Assets Current assets Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss - current (Note 7) Notes receivable (Notes 8 and 22) Trade receivables (Notes 8 and 22) Trade receivables - related parties (Notes 8, 22 and 29) Trade receivables (Note 8) Trade receivables - related parties (Notes 8 and 29) Inventories (Notes 5, 9 and 30) Prepayments (Note 17) Other financial assets - current (Note 16) Other current assets (Note 17) Total current assets Non-current assets Financial assets at fair value through other comprehensive income - non-current (Notes 10, 28 and 30) Financial asset measured at amortized cost - non-current (Note 28) Investments accounted for using equity method (Note 12) Property, plant and equipment (Notes 13, 23 and 30) Right-of-use assets (Notes 14 and 23) Investment properties (Notes 15, 23 and 30) Intangible assets (Note 23) Deferred tax assets (Note 24) Long-term notes receivable (Notes 8 and 22) Other non-current assets (Notes 17 and 23) Total non-current assets Total assets Liabilities and equity Current liabilities Short-term loans (Notes 18, 28 and 30) Short-term bills payable (Notes 18, 28 and 30) Contract liabilities (Note 22) Trade payables (Note 19) Other payables Other payables - related parties (Note 29) Current tax liabilities Lease liabilities (Note 14) Long-term loans due within one year (Notes 18 and 30) Other current liabilities Total current liabilities Non-current liabilities Long-term loans (Notes 18, 28 and 30) Lease liabilities (Note 14) Guarantee deposits received (Note 15) Total non-current liabilities Total liabilities Equity attributable to owners of the company (Note 21) Share capital Capital Surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury Shares Total equity attributable to owners of the Company Non-controlling interests Total equity Total equity and liabilities |
December 31, 2024 | December 31, 2024 | % 5 - - - - - 6 35 9 - - 55 26 - 3 4 - 12 - - - - 45 100 21 16 - 3 1 - 1 - 1 - 43 6 - - 6 49 10 1 4 1 12 17 23 2) 49 2 51 100 |
December 31, 2023 | December 31, 2023 | |||
|---|---|---|---|---|---|---|---|---|---|
| Amount $ 1,331,404 - 809 6,139 6,458 6,894 1,654,943 9,586,273 2,372,635 4,000 1,426 14,970,981 7,202,796 10,000 684,993 1,018,607 - 3,400,992 311 27,160 - 13,632 12,358,491 $ 27,329,472 $ 5,697,000 4,491,085 29,030 747,099 202,020 69 142,889 - 360,609 27,689 11,697,490 1,741,806 - 30,182 1,771,988 13,469,478 2,703,060 371,540 1,065,213 274,472 3,245,678 4,585,363 6,271,008 455,812) 13,475,159 384,835 13,859,994 $ 27,329,472 |
Amount $ 598,639 2,980 3,087 11,449 10,234 1,718 1,621,999 14,043,171 394,639 - 22 16,687,938 6,030,521 - 570,995 1,042,463 6,766 3,505,231 417 81,031 592 68,964 11,306,980 $ 27,994,918 $ 6,146,000 5,852,816 41,664 766,348 190,403 60 66,883 1,870 157,388 30,397 13,253,829 2,881,693 4,972 29,796 2,916,461 16,170,290 2,703,060 358,719 1,020,589 334,733 2,363,156 3,718,478 5,094,140 455,812) 11,418,585 406,043 11,824,628 $ 27,994,918 |
% | |||||||
| 2 - - - - - 6 50 2 - - 60 22 - 2 4 - 12 - - - - 40 100 22 21 - 3 1 - - - - - 47 11 - - 11 58 10 1 4 1 8 13 18 1) 41 1 42 100 |
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| ( | ( | ( | ( | ||||||
The accompanying notes are an integral part of the consolidated financial statements.
Chairman: Wen-Hsiang Chien
Manager: Chia-Pei Chou
Accounting Supervisor: Fang-Ying Chen
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Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income
January 1 to December 31, 2024 and 2023
Unit: NT$ thousand, except NT$ for EPS
| Code Operating income (Notes 22 and 29) 4100 Sales revenue of building and land 4300 Rental revenue 4500 Construction revenue 4600 Service revenue 4800 Other operating revenue 4000 Total operating revenue Operating cost (Notes 9 and 23) 5110 Cost of building and land for sale 5300 Rental costs 5500 Construction costs 5600 Service costs 5800 Other operating costs 5000 Total operating costs 5900 Gross operating profit Operating expenses (Note 23) 6100 Selling and marketing expenses 6200 General and administrative expenses 6000 Total operating expenses 6900 Net operating income Non-operating income and expenses 7100 Interest income (Note 23) 7010 Other income (Note 23) 7020 Other gains and losses (Note 23) 7050 Finance costs (Note 23) 7060 Share of loss (profit) of associates recognized under equity method 7000 Total non-operating income and expenses 7900 Income before tax 7950 Income tax expense (Note 24) |
2024 | % 95 3 - 1 1 100 72 1 - 1 1 75 25 1 5 6 19 1 3 - ( 4 ) 1 1 20 3 |
2023 | ||
|---|---|---|---|---|---|
| Amount $ 6,922,512 180,722 - 88,713 73,322 7,265,269 5,212,022 125,044 - 53,722 78,032 5,468,820 1,796,449 102,544 331,784 434,328 1,362,121 49,878 243,537 33 ( 310,849 ) 113,998 96,597 $ 1,458,718 206,916 |
Amount $ 1,946,184 185,527 6,277 90,181 87,206 2,315,375 1,361,187 136,678 1,200 57,016 84,066 1,640,147 675,228 41,896 274,838 316,734 358,494 12,741 400,703 60,463 170,722 ) 205) 302,980 $ 661,474 97,605 |
% | |||
84 8 - 4 4 100 59 6 - 2 4 71 29 2 12 14 15 - 17 3 ( 7 ) - 13 28 4 |
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( ( |
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| 2024 2023 Code Amount % Amount % 8200 NET PROFIT FOR THE YEAR 1,251,802 17 563,869 24 Other comprehensive income/(loss) 8310 Items that will not be reclassified subsequently to profit or loss 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income 1,172,275 16 1,815,835 78 8349 Income tax related to items that will not be reclassified (Note 24) - - 14,669 1 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 4,909 - ( 2,601 ) - 8399 Income tax related to items that will be reclassified (Note 24) ( 982) - 520 - 8300 Other comprehensive income/(loss) for the year, net of income tax 1,176,202 16 1,828,423 79 8500 Total comprehensive income/(loss) for the year $ 2,428,004 33 $ 2,392,292 103 Net profit/(loss) attributable to 8610 Owners of the Company $ 1,272,344 17 $ 580,013 25 8620 Non-controlling interests ( 20,542) - ( 16,144) ( 1) 8600 $ 1,251,802 17 $ 563,869 24 Total comprehensive income/(loss) attributable to: 8710 Owners of the Company $ 2,449,212 34 $ 2,408,365 104 8720 Non-controlling interests ( 21,208) ( 1) ( 16,073) ( 1) 8700 $ 2,428,004 33 $ 2,392,292 103 Earnings per share (Note 25) 9710 Basic $ 4.86 $ 2.22 9810 Diluted $ 4.84 $ 2.21 The accompanying notes are an integral part of the consolidated financial statements. Chairman: Wen-Hsiang Chien Manager: Chia-Pei Chou Accounting Supervisor: Fang-Ying Chen |
2023 | |||
|---|---|---|---|---|
| % | ||||
( |
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( |
( |
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( |
( |
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- 15 -
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
January 1 to December 31, 2024 and 2023
Unit: NT$ thousand
| Code A1 Balance as of January 1, 2023 Appropriation and distribution of retained earnings in 2022 B1 Legal reserve B3 Special capital reserve provided B5 Cash dividend to shareholders D1 Net profit for 2023 D3 Other comprehensive income (loss) (after tax) for 2023 D5 Total comprehensive income/(loss) for 2023 T1 Acquisition of Minority Stake M1 Adjustment in capital surplus from dividends paid to subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income or loss Z1 Balance as of December 31, 2023 Appropriation and distribution of retained earnings 2023 B1 Legal reserve B17 Reversal of special capital reserve B5 Cash dividend to shareholders D1 Net profit for 2024 D3 Other comprehensive income (loss) (after tax) for 2024 D5 Total comprehensive income/(loss) for 2024 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2024 Chairman: Wen-Hsiang Chien |
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY | Total NON-CONTRO LLING INTERESTS Total equity $ 9,271,978 $ 327,156 $ 9,599,134 - - - - - - ( 270,306) - ( 270,306 ) 580,013 ( 16,144 ) 563,869 1,828,352 71 1,828,423 2,408,365 ( 16,073 ) 2,392,292 - 94,960 94,960 8,548 - 8,548 - - - 11,418,585 406,043 11,824,628 - - - - - - ( 405,459) - ( 405,459 ) 1,272,344 ( 20,542 ) 1,251,802 1,176,868 ( 666) 1,176,202 2,449,212 ( 21,208 ) 2,428,004 12,821 - 12,821 $13,475,159 $ 384,835 $ 13,859,994 Accounting Supervisor: Fang-Ying Chen |
Total equity | |||
|---|---|---|---|---|---|---|
| Share capital Number of Shares (In Thousand Shares) Amount 270,306 $ 2,703,060 - - - - - - - - - - - - - - - - - - 270,306 2,703,060 - - - - - - - - - - - - - - 270,306 $ 2,703,060 |
Other equity items Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on financial assets at fair value through other comprehensive income Retained earnings Capital Surplus Legal reserve Special reserve Unappropriated earnings $ 350,171 $ 990,076 $ 244,982 $ 2,307,488 ($ 4,424) $ 3,136,437 - 30,513 - ( 30,513) - - - - 89,751 ( 89,751) - - - - - ( 270,306) - - - - - 580,013 - - - - - - ( 2,081) 1,830,433 - - - 580,013 ( 2,081) 1,830,433 - - - - - - 8,548 - - - - - - - - ( 133,775) - 133,775 358,719 1,020,589 334,733 2,363,156 ( 6,505) 5,100,645 - 44,624 - ( 44,624) - - - - ( 60,261) 60,261 - - - - - ( 405,459) - - - - - 1,272,344 - - - - - - 3,927 1,172,941 - - - 1,272,344 3,927 1,172,941 12,821 - - - - - $ 371,540 $ 1,065,213 $ 274,472 $ 3,245,678 ($ 2,578) $ 6,273,586 The accompanying notes are an integral part of the consolidated financial statements. Manager: Chia-Pei Chou |
Treasury Shares ($ 455,812) - - - - - - - - - ( 455,812) - - - - - - - ($ 455,812) |
||||
| Number of Shares (In Thousand Shares) 270,306 - - - - - - - - - 270,306 - - - - - - - 270,306 |
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| ( |
Chairman: Wen-Hsiang Chien
- 16 -
Hung Ching Development & Construction Co., Ltd. and Subsidiaries Consolidated Statements of Cash Flows January 1 to December 31, 2024 and 2023
Unit: NT$ thousand
| Code Cash flows from operating activities A00010 Income before tax for the year A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expenses A20200 Amortization of long-term prepayments and intangible assets A20400 Net gain (loss) on financial assets at FVTPL A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of profit or loss of associates and joint ventures accounted for using the equity method A22500 Loss on disposal of property, plant and equipment A22700 Disposal of investment property interests A23800 Inventory impairment loss (reversal gain) A29900 Profit from lease modification A30000 Changes in operating assets and liabilities, net A31115 Financial asset at FVTPL A31125 Contract Asset A31130 Notes receivable A31150 Trade receivables A31160 Trade receivables from related parties A31180 Other receivables A31190 Other receivables - related party A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32150 Trade Payables A32180 Other payables A32190 Other payables - related parties A32230 Other current liabilities A33000 Cash inflows (outflows) from operating activities A33300 Interest paid |
2024 $ 1,458,718 131,221 3,103 ( 112 ) 310,849 ( 49,878 ) ( 230,089 ) ( 113,998 ) - - 135,170 ( 92 ) 3,092 - 2,870 5,310 3,776 ( 7,623 ) ( 32,944 ) 2,737,276 ( 308,311 ) ( 1,404 ) ( 12,634 ) ( 19,249 ) 9,597 9 ( 2,708) 4,021,949 ( 394,062 ) |
2023 |
|---|---|---|
| $ 661,474 138,594 4,566 ( 253 ) 170,722 ( 12,741 ) ( 388,049 ) 205 1,395 ( 61,551 ) ( 7,100 ) ( 711 ) 14,353 37,437 ( 1,199 ) 6,420 4,438 ( 1,395 ) ( 1,621,985 ) ( 1,495,962 ) ( 92,231 ) 1 26,833 175,455 26,900 - 15,192 ( 2,399,192 ) ( 274,168 ) |
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(Continued from the previous page)
| Code A33500 Income tax paid AAAA Net cash inflows (outflows) from operating activities Cash flows from investing activities B00040 Acquisition of financial assets measured at amortized cost B01800 Acquisition of intangible assets B02200 Net cash flow from acquisition of subsidiaries B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03800 Decrease in refundable deposits B05400 Acquisition of investment properties B05500 Disposal of investment properties B06500 Increase in other financial assets B07500 Interest received B07600 Dividends received BBBB Net cash generated from/(used in) investing activities Cash flows from financing activities C00100 Increase (Decrease) in short-term borrowings C00500 (Decrease) Increase in short-term bills payable C01600 Long-term loans C01700 Repayments of long-term borrowings C03000 Increase in guarantee deposits received C03100 Return of deposited guarantee money C03700 Increase in other payables - related parties C03800 Decrease in other payables - related parties C04020 Repayment for principal of lease liabilities C04500 Distribution of cash dividend CCCC Net cash inflows (outflows) from financing activities DDDD Effect of exchange rate changes on cash EEEE Net increase in cash and cash equivalents for the year E00100 Cash and cash equivalents, beginning of year E00200 Cash and cash equivalents, end of year |
2024 78,021) 3,549,866 10,000 ) - - 124 ) - 52,335 5,593 ) 4,235 4,000 ) 52,325 230,089 319,267 449,000 ) 1,361,731 ) 1,020,000 1,956,666 ) 4,416 4,030 ) 1,500,000 1,500,000 ) 1,400 ) 392,637) 3,141,048) 4,680 732,765 598,639 $ 1,331,404 |
2023 | ||
|---|---|---|---|---|
| ( | ( ( ( ( ( ( |
127,940) 2,801,300) - 571,200 ) 2,388,322 ) 619 ) 95 1,697 30 ) 141,188 - 12,741 388,049 2,416,401) 383,100 4,399,248 1,190,000 178,940 ) 3,549 4,773 ) - - 2,970 ) 261,758) 5,527,456 2,476) 307,279 291,360 $ 598,639 |
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The accompanying notes are an integral part of the consolidated financial statements. Chairman: Manager: Accounting Supervisor: Wen-Hsiang Chien Chia-Pei Chou Fang-Ying Chen
- 18 -
Independent Auditors’ Report
To the Board of Directors and the Shareholders of Hung Ching Development & Construction Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of the Hung Ching Development & Construction Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2024 and 2023, and the parent company only statements of comprehensive income, changes in equity and cash flows for the years then ended, and the notes to the parent company only financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as of December 31, 2024 and 2023, and its parent company only financial performance and its parent company only cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Company's parent company only financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the parent company only financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
- 19 -
Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2024 are stated as follows:
- Sales Revenue of Building and Land Related Party Transaction
In 2024, the Company's revenue from the sale of real estate amounted to NT$6,922,512 thousand, of which the sale of the K13 plant office building to an investor with significant influence amounted to NT$5,263,000 thousand, which accounted for 76% of the revenue from the sale of real estate for the current year, and was material to the financial statements, and was one of the major sources of income of the Company. Considering that the transactions with related parties are highly controllable and the reasonableness of the terms of the transactions and the business substance of the transactions will have a significant effect on the presentation of these transactions in the parent company only financial statements, we have identified the related party transactions of the revenue from the sale of real estate as one of the critical items to be audited. See Notes 4, 19 and 24 to the parent company only financial statements.
The main audit procedures performed on the specific levels in respect of the above-mentioned key audit matter for the audit of the year are as follows:
-
We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.
-
We obtained sales contracts from related parties to understand the purpose, price and payment terms of the transactions and to evaluate whether the transactions are commercially reasonable and the basis for pricing.
-
Issuance of letters of inquiry regarding related party sales transactions.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance (including members of the Audit Committee) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
- 20 -
guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered to be material if they individually or collectively could reasonably be expected to affect the economic decisions of users of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. 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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our opinion to the Company.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
- 21 -
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2024 and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Deloitte & Touche Certified Public Accountant: Wang-Sheng Certified Public Accountant: Jun-Hong Shi Lin
Financial Supervisory Commission Approval Document No.: Jin-Guan-Zheng-Shen-Zi No. 1060023872
Financial Supervisory Commission Approval Document No.:
Jin-Guan-Zheng-Shen-Zi No. 1110348898
March 7, 2025
- 22 -
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2024 and 2023
Unit: NT$ thousand
| Code 1100 1150 1172 1180 1200 1210 130X 1429 1479 11XX 1517 1550 1600 1760 1780 1840 1930 1990 15XX 1XXX Code 2100 2110 2130 2170 2180 2219 2230 2320 2399 21XX 2540 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX |
Assets Current assets Cash and cash equivalents (Note 6) Notes receivable (Notes 7 and 18) Trade receivables (Notes 7 and 18) Trade receivables from related parties (Notes 7, 18 and 24) Other receivables (Notes 7) Other receivables from related parties (Notes 7 and 24) Inventories (Notes 5, 8, 24 and 25) Prepayments (Note 13) Other current assets (Note 13) Total current assets Non-current assets Financial assets at FVTOCI - non-current (Notes 9 and 25) Investments accounted for using equity method (Note 10) Property, plant and equipment (Notes 11, 19 and 25) Investment properties (Notes 12, 19 and 25) Intangible assets (Note 19) Deferred tax assets (Note 20) Long-term notes receivable (Notes 7 and 18) Other non-current assets (Notes 13 and 19) Total non-current assets Total assets Liabilities and equity Current liabilities Short-term borrowings (Notes 14, 24 and 25) Short-term bills payable (Notes 14, 23 and 25) Contract liabilities (Note 18) Trade payables (Note 15) Trade payables to related parties (Notes 15 and 24) Other payables Current tax liabilities Long-term borrowings - current portion (Notes 14, 23 and 25) Other current liabilities Total current liabilities Non-current liabilities Long-term borrowings (Notes 14, 23 and 25) Guarantee deposits received (Note 12) Total non-current liabilities Total liabilities Equity attributable to owners of the Company (Note 17) Share capital Capital Surplus Retained earnings Legal reserve Special reserve Unappropriated earnings Total retained earnings Other equity Treasury Shares Total equity Total equity and liabilities |
December31,2024 Amount % $ 874,342 4 728 - 5,695 - 1,400 - 6,053 - 1,654,943 6 6,808,258 25 2,471,590 9 1,426 - 11,824,435 44 7,149,182 26 4,654,835 17 391,727 2 2,977,104 11 311 - 27,116 - - - 12,457 - 15,212,732 56 $ 27,037,167 100 $ 5,390,000 20 4,491,085 17 28,944 - 56,671 - 1,156,851 4 168,734 1 132,113 1 360,609 1 11,992 - 11,796,999 44 1,741,806 6 23,203 - 1,765,009 6 13,562,008 50 2,703,060 10 371,540 2 1,065,213 4 274,472 1 3,245,678 12 4,585,363 17 6,271,008 23 455,812) ( 2) 13,475,159 50 $ 27,037,167 100 |
December31,2023 | December31,2023 | ||
|---|---|---|---|---|---|---|
| Amount $ 874,342 728 5,695 1,400 6,053 1,654,943 6,808,258 2,471,590 1,426 11,824,435 7,149,182 4,654,835 391,727 2,977,104 311 27,116 - 12,457 15,212,732 $ 27,037,167 $ 5,390,000 4,491,085 28,944 56,671 1,156,851 168,734 132,113 360,609 11,992 11,796,999 1,741,806 23,203 1,765,009 13,562,008 2,703,060 371,540 1,065,213 274,472 3,245,678 4,585,363 6,271,008 455,812) 13,475,159 $ 27,037,167 |
Amount $ 148,378 2,548 10,409 1,400 1,360 1,621,999 11,426,346 429,032 22 13,641,494 5,957,652 4,414,834 399,212 3,073,031 417 80,859 592 65,787 13,992,384 $ 27,633,878 $ 5,868,000 5,852,816 40,733 75,627 1,133,044 138,377 30,489 157,388 15,182 13,311,656 2,881,693 21,944 2,903,637 16,215,293 2,703,060 358,719 1,020,589 334,733 2,363,156 3,718,478 5,094,140 455,812) 11,418,585 $ 27,633,878 |
% | ||||
| - - - - - 6 41 2 - 49 22 16 2 11 - - - - 51 100 21 21 - - 4 1 - 1 - 48 11 - 11 59 10 1 4 1 9 14 18 ( 2) 41 100 |
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The accompanying notes are an integral part of the parent company only financial statements. Chairman: Wen-Hsiang Chien Manager: Chia-Pei Chou Accounting Supervisor: Fang-Ying Chen
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Hung Ching Development & Construction Co., Ltd.
Parent Company Only Statements of Comprehensive Income
January 1 to December 31, 2024 and 2023
Unit: NT$ thousands, except earnings per share of NT$
| Code Operating revenue (Notes 18 and 24) 4100 Sales revenue of building and land 4300 Rental revenue 4800 Other operating revenue 4000 Total operating revenue Operating cost (Notes 19 and 24) 5110 Costs of building and land for sale (Note 8) 5300 Rental costs 5800 Other operating costs 5000 Total operating costs 5900 Gross operating profit Operating expenses (Notes 19 and 24) 6100 Selling and marketing expenses 6200 General and administrative expenses 6000 Total operating expenses 6900 Net operating income NON-OPERATING INCOME AND EXPENSES 7100 Interest income (Note 19) 7010 Other income (Note 19) 7020 Other gains and losses (Note 19) 7050 Finance costs (Note 19) 7060 Share of loss (profit) of subsidiaries and affiliates accounted for under equity method 7000 Total non-operating income and expenses |
2024 | % 97 2 1 100 79 2 1 82 18 1 3 4 14 1 3 - ( 4 ) 6 6 |
2023 | |
|---|---|---|---|---|
| Amount $ 6,922,512 154,904 60,224 7,137,640 5,670,883 105,602 54,496 5,830,981 1,306,659 102,754 221,247 324,001 982,658 44,928 240,283 ( 50 ) ( 303,258 ) 471,385 453,288 |
Amount $ 1,946,184 147,926 52,806 2,146,916 1,516,836 107,393 49,298 1,673,527 473,389 42,944 170,988 213,932 259,457 11,339 397,124 61,537 ( 163,936 ) 47,888 353,952 |
% | ||
| 91 7 2 100 71 5 2 78 22 2 8 10 12 1 19 3 ( 8 ) 2 17 |
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(Continued from the previous page)
| Code 7900 Income before tax 7950 Income tax expense (Note 20) 8200 NET PROFIT FOR THE YEAR Other comprehensive income/(loss) 8310 Items that will not be reclassified subsequently to profit or loss 8316 Unrealized gain/(loss) on investments in equity instruments at fair value through other comprehensive income 8330 Share of other comprehensive income or loss of subsidiaries accounted for using the equity method 8349 Income tax related to items that will not be reclassified (Note 20) 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translating the financial statements of foreign operations 8399 Income tax related to items that will be reclassified to profit or loss (Note 20) 8300 Other comprehensive income/(loss) for the year, net of income tax 8500 Total comprehensive income/(loss) for the year Earnings per share (Note 21) 9710 Basic 9810 Diluted |
2024 | % 20 2 18 16 - - - - 16 34 |
2023 | ||
|---|---|---|---|---|---|
| Amount $ 1,435,946 163,602 1,272,344 1,191,530 18,589 ) - 4,909 982) 1,176,868 $ 2,449,212 $ 4.86 $ 4.84 |
Amount $ 613,409 33,396 580,013 1,813,774 1,990 14,669 ( 2,601 ) 520 1,828,352 $ 2,408,365 $ 2.22 $ 2.21 |
% | |||
| 29 2 27 84 - 1 - - 85 112 |
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( ( |
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The accompanying notes are an integral part of the parent company only financial statements. Chairman: Wen-Hsiang Chien Manager: Chia-Pei Chou Accounting Supervisor:
Accounting Supervisor: Fang-Ying Chen
- 25 -
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Statements of Changes in Equity
January 1 to December 31, 2024 and 2023
| January 1 to December 31, 2024 and 2023 | |||
|---|---|---|---|
| Code A1 Balance as of January 1, 2023 Appropriation and distribution of retained earnings in 2022 B1 Legal reserve B3 Special capital reserve provided B5 Cash dividend to shareholders D1 Net profit for 2023 D3 Other comprehensive income (loss) (after tax) for 2023 D5 Total comprehensive income/(loss) for 2023 M1 Adjustment in capital surplus from dividends paid to subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income or loss Z1 Balance as of December 31, 2023 Appropriation and distribution of retained earnings 2023 B1 Legal reserve B17 Reversal of special capital reserve B5 Cash dividend to shareholders D1 Net profit for 2024 D3 Other comprehensive income (loss) (after tax) for 2024 D5 Total comprehensive income/(loss) for 2024 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2024 Chairman: Wen-Hsiang Chien |
Share capital Retained earnings Number of Shares (In Thousand Shares) Amount Capital Surplus Legal reserve Special reserve Unappropriated earnings 270,306 $ 2,703,060 $ 350,171 $ 990,076 $ 244,982 $ 2,307,488 - - - 30,513 - ( 30,513 ) - - - - 89,751 ( 89,751 ) - - - - - ( 270,306 ) - - - - - 580,013 - - - - - - - - - - - 580,013 - - 8,548 - - - - - - - - ( 133,775) 270,306 2,703,060 358,719 1,020,589 334,733 2,363,156 - - - 44,624 - ( 44,624 ) - - - - ( 60,261 ) 60,261 - - - - - ( 405,459 ) - - - - - 1,272,344 - - - - - - - - - - - 1,272,344 - - 12,821 - - - 270,306 $ 2,703,060 $ 371,540 $ 1,065,213 $ 274,472 $ 3,245,678 The accompanying notes are an integral part of the parent company only financial statements. Manager: Chia-Pei Chou |
Unit: NT$ thousand Other equity Exchange differences on translating the financial statements of foreign operations Unrealized gain (loss) on financial assets at fair value through other comprehensive income Treasury Shares Total equity ( $ 4,424 ) $ 3,136,437 ( $ 455,812 ) $ 9,271,978 - - - - - - - - - - - ( 270,306 ) - - - 580,013 ( 2,081) 1,830,433 - 1,828,352 ( 2,081 ) 1,830,433 - 2,408,365 - - - 8,548 - 133,775 - - ( 6,505 ) 5,100,645 ( 455,812 ) 11,418,585 - - - - - - - - - - - ( 405,459 ) - - - 1,272,344 3,927 1,172,941 - 1,176,868 3,927 1,172,941 - 2,449,212 - - - 12,821 ($ 2,578) $ 6,273,586 ($ 455,812) $ 13,475,159 Accounting Supervisor: Fang-Ying Chen |
NT$ thousand Total equity |
| Exchange differences on translating the financial statements of foreign operations ( $ 4,424 ) - - - - ( 2,081) ( 2,081 ) - - ( 6,505 ) - - - - 3,927 3,927 - ($ 2,578) |
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| Number of Shares (In Thousand Shares) 270,306 - - - - - - - - 270,306 - - - - - - - 270,306 |
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- 26 -
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Statements of Cash Flows
January 1 to December 31, 2024 and 2023
Unit: NT$ thousand
| Code Cash flows from operating activities A00010 Income before tax for the year A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expenses A20200 Amortization of long-term prepayments and intangible assets A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of loss (profit) of subsidiaries and affiliates accounted for under equity method A22700 Disposal of investment property interests A23800 Loss on reduce inventory to market (Gain from price recovery of inventory) A30000 Changes in operating assets and liabilities, net A31130 Notes receivable A31150 Trade receivables A31180 Other receivables A31190 Other receivables - related party A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32150 Trade Payables A32160 Trade payables to related parties A32180 Other payables A32190 Other payables - related parties A32230 Other current liabilities A33000 Cash inflows (outflows) from operating activities A33300 Interest paid A33500 Income tax paid AAAA Net cash inflows (outflows) from operating activities Cash flows from investing activities B01800 Acquisition of equity-method investments B03800 Decrease in refundable deposits |
2024 $ 1,435,946 101,744 3,103 303,258 ( 44,928 ) ( 229,581 ) ( 471,385 ) - 135,170 2,412 4,714 ( 7,371 ) ( 32,944 ) 2,898,466 ( 372,873 ) ( 1,404 ) ( 11,789 ) ( 18,956 ) 23,807 28,489 ( 152 ) ( 3,190) 3,742,536 ( 386,471 ) ( 9,217) 3,346,848 - 50,333 |
2023 |
|---|---|---|
| $ 613,409 98,950 4,537 163,936 ( 11,339 ) ( 388,049 ) ( 47,888 ) ( 61,551 ) ( 7,100 ) ( 753 ) 3,766 ( 1,143 ) ( 1,621,985 ) ( 1,909,276 ) ( 93,979 ) 1 40,197 10,534 501,838 9,113 208 804 ( 2,695,770 ) ( 267,382 ) ( 46,419) ( 3,009,571) ( 3,220,760 ) 757 |
||
(Continued on the next page)
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(Continued from the previous page)
| Code B05400 Acquisition of investment properties B05500 Disposal of investment properties B07500 Interest received B07600 Dividends received BBBB Net cash generated from/(used in) investing activities Cash flows from financing activities C00100 (Decrease) Increase in short-term borrowings C00500 (Decrease) Increase in short-term bills payable C01600 Long-term loans C01700 Repayments of long-term borrowings C03000 Increase in guarantee deposits received C03100 Decrease in guarantee deposits received C03700 Increase in other payables - related parties C03800 Decrease in other payables - related parties C04500 Distribution of cash dividend CCCC Net cash inflows (outflows) from financing activities EEEE Increase in cash and cash equivalents for the year E00100 Cash and cash equivalents, beginning of year E00200 Cash and cash equivalents, end of year |
2024 ( $ 2,567 ) 4,235 47,606 460,106 559,713 ( 478,000 ) ( 1,361,731 ) 1,020,000 ( 1,956,666 ) 3,985 ( 2,726 ) 1,500,000 ( 1,500,000 ) ( 405,459) ( 3,180,597) 725,964 148,378 $ 874,342 |
2023 |
|---|---|---|
| ( $ 30 ) 141,188 11,339 598,101 ( 2,469,405) 376,100 4,399,248 1,190,000 ( 178,940 ) 2,286 ( 2,720 ) - - ( 270,306) 5,515,668 36,692 111,686 $ 148,378 |
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The accompanying notes are an integral part of the parent company only financial statements.
Chairman: Wen-Hsiang Chien
Manager: Chia-Pei Chou
Accounting Supervisor: Fang-Ying Chen
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Attachment 4
Hung Ching Development & Construction Co., Ltd. Earnings Distribution Table 2024
Currency Unit: NT$ Undistributed retained earnings of the previous year 1,973,334,532 Income after tax for the year 1,272,344,368 Withdraw 10% of the statutory surplus reserve (127,234,437 ) Reversal of special surplus reserve according to the Act 86,759,105 Distributable retained earnings of the year 3,205,203,568 Distribution items Shareholders' dividends - Cash ( 540,612,000 ) Balance of retained earnings of the year 2,664,591,568
Notes. Current profit shall first be distributed for the above profit distribution.
Chairman Managerial Officer Accounting Supervisor Wen-Hsiang Chien Chia-Pei Chou Fang-Ying Chen
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Attachment 5
Hung Ching Development & Construction Co., Ltd. Comparison Table of the "Articles of Incorporation" before and after the Amendment
| after the Amendment | ||
|---|---|---|
| Amended Provisions | Current Provisions | Note |
| Article 23 | Article 23 | According to |
| The Company shall allocate 1%~7% of the | The Company shall allocate 1%~7% of the | Order |
| profit of the fiscal year as employees' | profit of the fiscal year as employees' | Jin-Guan-Zheng |
| compensation if has profit in the year,with | compensation if has profit in the year. The | -Fa-Zi No. |
| no less than 15% of this amount allocated as | employees' compensation will be |
1130385442 |
| entry-level employees' compensation.The | distributed in share or cash by the | issued by the |
| employees' compensation will be distributed | resolution of the Board of Directors. The |
Financial |
| in share or cash by the resolution of the | employees of the subordinate company that | Supervisory |
| Board of Directors. The employees of the | meet certain conditions may be granted | Commission on |
| subordinate company that meet certain | such compensation. The Board of Directors | November 8, |
| conditions may be granted such | can determine by resolution to allocate no | 2024, and in |
| compensation. The Board of Directors can | more than 3% of the above-mentioned | accordance with |
| determine by resolution to allocate no more | profit as directors' compensation. The | Article 14, |
| than 3% of the above-mentioned profit as | proposal of distributing employees' and | Paragraph 6 of |
| directors' compensation. Theproposal~~of~~ | Directors' remuneration shall be reported to | the Securities |
| distributing employees' and Directors' | the shareholders' meeting. | and Exchange |
| remuneration shall be reported to the | When there are accumulated losses, the | Act, publicly |
| shareholders' meeting. | Company shall offset the appropriate | listed companies |
| When there are accumulated losses, the | amounts before remuneration and then | shall specify in |
| Company shall offset the appropriate | allocate the remuneration and | its articles of |
| amounts before remuneration and then | compensation of the employee and | incorporation |
| allocate the remuneration and compensation | directors in proportion to the preceding |
that a certain |
| of the employee and directors in proportion | paragraph. | percentage of its |
| to the preceding paragraph. | annual earnings | |
| shall be | ||
| allocated for | ||
| salary | ||
| adjustments or | ||
| compensation | ||
| distributions for | ||
| entry-level | ||
| employees. | ||
| Article 27 | Article 27 | Added the date |
| The Articles of Incorporation was | The Articles of Incorporation was | of amendments |
| formulated on November 20, 1986. | formulated on November 20, 1986. | as approved by |
| The first amendment was made on July 8, | The first amendment was made on July 8, | the |
| 1987. | 1987. | Shareholders' |
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| Amended Provisions | Current Provisions | Note |
|---|---|---|
| The second amendment was made on | The second amendment was made on | Meeting. |
| August 15, 1987. | August 15, 1987. | |
| The third amendment was made on | The third amendment was made on | |
| December 10, 1988. | December 10, 1988. | |
| The fourth amendment was made on June | The fourth amendment was made on June | |
| 10, 1989. | 10, 1989. | |
| The fifth amendment was made on June 25, | The fifth amendment was made on June 25, | |
| 1989. | 1989. | |
| The sixth amendment was made on January | The sixth amendment was made on January | |
| 15, 1990. | 15, 1990. | |
| The seventh amendment was made on June | The seventh amendment was made on June | |
| 18, 1990. | 18, 1990. | |
| The eighth amendment was made on June | The eighth amendment was made on June | |
| 28, 1991. | 28, 1991. | |
| The ninth amendment was made on | The ninth amendment was made on | |
| February 21, 1992. | February 21, 1992. | |
| The tenth amendment was made on July 13, | The tenth amendment was made on July | |
| 1993. | 13, 1993. | |
| The eleventh amendment was made on June | The eleventh amendment was made on | |
| 5, 1994. | June 5, 1994. | |
| The twelfth amendment was made on May | The twelfth amendment was made on May | |
| 5, 1995. | 5, 1995. | |
| The thirteenth amendment was made on | The thirteenth amendment was made on | |
| April 29, 1996. | April 29, 1996. | |
| The fourteenth amendment was made on | The fourteenth amendment was made on | |
| June 25, 1997. | June 25, 1997. | |
| The fifteenth amendment was made on April | The fifteenth amendment was made on |
|
| 29, 1998. | April 29, 1998. | |
| The sixteenth amendment was made on | The sixteenth amendment was made on | |
| April 29, 1998. | April 29, 1998. | |
| The seventeenth amendment was made on | The seventeenth amendment was made on | |
| June 15, 1999. | June 15, 1999. | |
| The eighteenth amendment was made on | The eighteenth amendment was made on | |
| June 30, 2000. | June 30, 2000. | |
| The nineteenth amendment was made on | The nineteenth amendment was made on | |
| June 11, 2002. | June 11, 2002. | |
| The twentieth amendment was made on | The twentieth amendment was made on | |
| June 29, 2005. | June 29, 2005. | |
| The twenty-first amendment was made on | The twenty-first amendment was made on | |
| June 29, 2006. | June 29, 2006. | |
| The twenty-second amendment was made | The twenty-second amendment was made | |
| on June 20,2007. | on June 20,2007. |
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| Amended Provisions | Current Provisions | Note |
|---|---|---|
| The twenty-third amendment was made on | The twenty-third amendment was made on | |
| June 25, 2008. | June 25, 2008. | |
| The twenty-fourth amendment was made on | The twenty-fourth amendment was made | |
| June 25, 2010. | on June 25, 2010. | |
| The twenty-fifth amendment was made on | The twenty-fifth amendment was made on | |
| June 24, 2011. | June 24, 2011. | |
| The twenty-sixth amendment was made on | The twenty-sixth amendment was made on | |
| June 28, 2012. | June 28, 2012. | |
| The twenty-seventh amendment was made | The twenty-seventh amendment was made | |
| on June 27, 2016. | on June 27, 2016. | |
| The twenty-eighth amendment was made on | The twenty-eighth amendment was made | |
| June 22, 2017. | on June 22, 2017. | |
| The twenty-ninth amendment was made on | The twenty-ninth amendment was made on | |
| June 21, 2018. | June 21, 2018. | |
| The thirty amendment was made on June 18, | The thirty amendment was made on June |
|
| 2020. | 18, 2020. | |
| The thirty-first amendment was made on | The thirty-first amendment was made on | |
| June 27, 2022. | June 27, 2022. | |
| The thirty-second amendment was made on | The thirty-second amendment was made on | |
| June 26, 2023. | June 26, 2023. | |
| The thirty-third amendment was made on | ||
| June 19,2025. |
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