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Hung Ching — Annual Report 2020
Oct 18, 2021
52140_rns_2021-10-18_d8dfa53f-3411-47fe-9eaa-b57ad5654eb9.pdf
Annual Report
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Stock Code: 2527
Hung Ching Development & Construction Co., Ltd.
2020 Annual Report
The Annual Report is available at:
Market Observation Post System (MOPS): http://mops.twse.com.tw/mops/web/index
Official website of Hung Ching Development & Construction Co., Ltd.: http://www.asehcc.com.tw
Published on April 30, 2021
Notice to Readers:
For the convenience of readers, the Annual Report has been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-version shall prevail.
| I. | Spokesperson | : | Wen-Hsiang Chien |
|---|---|---|---|
| Title | : | Chairman |
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| Deputy Spokesperson | : | Chia-Pei Chou |
|
| Title | : | General Manager |
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| Tel. | : | (02)2691-5899 |
|
| : | [email protected] |
||
| Deputy Spokesperson | : | Fang-Ying Chen |
|
| Title | : | Assistant General Manager, Finance Division |
|
| Tel. | : | (02)2691-5899 |
|
| : | [email protected] |
||
| II. | Headquarters Address | : | 10F, No. 420, Sec. 1, Keelung Rd., Xinyi Dist., Taipei |
| City | |||
| Tel. | : | (02)8780-3025 |
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| Xizhi Office Address | : | No. 1, Lane 751, Kangning St., Xizhi Dist., New Taipei |
|
| City | |||
| Xizhi Office | : | (02)2691-5899 |
|
| Fax No. | : | (02)2691-5193 |
|
| III. | Stock Transfer Agent | : | Transfer Agency Department, Fubon Securities |
| Address | : | 2F, No. 17, Xuchang St., Zhongzheng Dist., Taipei City |
|
| Tel. | : | (02)2361-1300 |
|
| Website | : | https://www.fubon.com |
|
| IV. | Information on the CPAs for | the | Latest Financial Statements |
| Name of CPA Firm | : | Deloitte & Touche |
|
| Name of CPA | : | Shiuh-Ran Cheng and Wang-Sheng Lin |
|
| Address | : | 20F, No. 100, Songren Rd., Xinyi Dist., Taipei City |
|
| Tel. | : | (02)2725-9988 |
|
| Website | : | http://www.deloitte.com.tw |
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| V. | Overseas Securities Exchange : | The Company does not issue any overseas securities. |
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| VI. | Website | : | http://www.asehcc.com.tw |
Table of Contents
Chapter 1. Business Report
| I. | Report to Shareholders ······························································· | 1 | |
|---|---|---|---|
| II. | Business Report ······································································· | 2 | |
| Chapter | 2. Company Profile……………………………………………………….................. | 3 | |
| Chapter | 3. Corporate Governance Report | ||
| I. | Organization ··········································································· | 7 | |
| II. | Information on the Company's Directors and Managerial Officers ············ | 9 | |
| III. | Remuneration Paid to Directors, the General Manager, and Assistant | ||
| General Managers ····································································· | 18 | ||
| IV. | Implementation of Corporate Governance ········································ | 21 | |
| V. | Information on CPA Professional Fees ············································· | 46 | |
| VI. | Information on Replacement of CPA ··············································· | 47 | |
| VII. | The Company’s Chairman, General Manager and Managerial | ||
| Officers Responsible for Finance or Accounting Who have been | |||
| Employed in the Firm that the CPA works for or Its Affiliated | |||
| Enterprises in the Most Recent Year················································ | 47 | ||
| VIII. | Changes in Transfer of Equity and Pledge of Equity of Directors and | ||
| Managerial Officers Holding More Than Ten Percent of Total Shares | |||
| in the Most Recent Year and as of the Date of Publication of Annual | |||
| Report ··················································································· | 47 | ||
| IX. | Information on the Relationship among the Top Ten Shareholders ············ | 49 | |
| X. | Investment of the Company, the Company’s Directors and | ||
| Managerial Officers and Subsidiaries Directly or Indirectly | |||
| Controlled by the Company on the Re-investment Business, and | |||
| Total Shareholding Ratio ····························································· | 50 | ||
| Chapter | 4. Capital Overview | ||
| I. | Capital and Shares ···································································· | 51 | |
| II. | Administration of Corporate Bonds, Preferred Stock, Global | ||
| Depository Receipts, Employee Stock Option, and Mergers and | |||
| Acquisitions ············································································ | 55 | ||
| III. | Financing Plans and Implementation ··············································· | 55 |
Chapter 5. Operational Highlights
| I. | Business Activities ···································································· 56 |
|---|---|
| II. | Market and Sales Overview ························································· 59 |
| III. | Information Regarding Employees in the Most Recent Two Years |
| and as of the Date of Publication of Annual Report ······························ 63 | |
| IV. | Environmental Protection Expenditure ············································ 63 |
| V. | Labor Relations ········································································ 64 |
| VI. | Important Contracts ··································································· 66 |
Chapter 6. Financial Information
| I. | Condensed Balance Sheets, Statements of Comprehensive Income |
|---|---|
| and Audit Opinion for the Past Five Fiscal Years ································ 67 | |
| II. | Financial Analyses for the Past Five Fiscal Years ································ 70 |
| III. | Audit Committee's Report on Financial Statements for the Most |
| Recent Fiscal Year ···································································· 73 | |
| IV. | Financial Report Audited and Certified by CPAs in the |
| Most Recent Year ····································································· 74 | |
| V. | Parent Company Only Financial Report Audited and Certified by |
| CPAs in the Most Recent Year ······················································ 140 | |
| VI. | Financial Difficulties Occurred to the Company and its Affiliated |
| Enterprises in the Most Recent Year and as of the Date of | |
| Publication of Annual Report and Impact on the Company’s | |
| Financial Status ········································································ 205 | |
| Finan | cial Position and Operation Results of the Company |
| I. | Review and Analysis of Financial Position··································· 205 |
| II. | Review and Analysis of Financial Performance····························· 206 |
| III. | Review and Analysis of Cash Flow············································ 206 |
| IV. | Effect upon Financial Operations of any Major Capital Expenditures |
| during the Most Recent Fiscal Year ················································ 207 | |
| V. | Investment Policy for the Most Recent Year, Main Causes for the |
| Profits or Losses, Improvement Plans and Investment Plans for the | |
| Coming Year ··········································································· 207 | |
| VI. | Risk Management Analysis and Evaluation ······································· 207 |
| VII. | Other Important Matters ····························································· 209 |
Chapter 7. Financial Position and Operation Results of the Company
Chapter 8. Special Disclosure
| I. | Information Related to the Company's Affiliates ································· 210 |
|---|---|
| II. | Private Placement Securities in the Most Recent Year and as of the |
| Date of Publication of Annual Report ·············································· 215 | |
| III. | Shares of the Company Held or Disposed of by Subsidiaries in the |
| Most Recent Year as of the Date of Publication of Annual Report ············ 215 | |
| IV. | Other Necessary Supplementary Explanations ··································· 215 |
| V. | Items That Have Significant Influence on Shareholders' Equity or |
| Security Price as Specified in Subparagraph 2 of Paragraph 2 of | |
| Article 36 of Securities and Exchange Act in the Most Recent Year | |
| as of the Date of Publication of Annual Report ··································· 216 |
Chapter 1. Business Report
I. Report to Shareholders
Dear Shareholders, Directors, Ladies and Gentlemen,
Thank you for your attendance of the Company's 2021 Annual Shareholders' Meeting.
The consolidated revenue of the Company for the year ended December 31, 2020 amounts to approximately NT$3.47 billion, of which the proceeds from the sale of properties for construction projects such as Tucheng SunMoon Light, Hung Ching Lustrous, Xizhi Liyuan, and Emperor Court amount to approximately NT$3.1 billion, accounting for 90% of the total revenue. Real estate leases, service revenue, and other incomes account for 10% of total revenue; the profit after tax attributable to the Company is NT$391 million, and earnings per share is NT$1.49.
The projects currently under constructions are Kaohsiung K13 plant office building and the residential building in Mingde section of Tucheng. In addition, the soil and water conservation project of the Zhubei joint construction project is also in progress. The annual sales performance of 2021 is expected to be mainly generated from the sales of the Kaohsiung K25 plant office building, Tucheng SunMoon Light, Emperor Court, Hung Ching Lustrous, and Xizhi Liyuan.
In the coming years, the Company will focus on Zhubei joint construction project and actively strive for the construction of the factory building for the needs of the affiliated enterprises. In addition, the Company will also seek for profit-making locations in the six metropolitan areas of Taiwan for development. Finally, I would like to thank all shareholders for their wholehearted support over the years, and I wish you good health and all the best! Thank you!
Hung Ching Development & Construction Co., Ltd. Chairman
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II. Business Report
Introduction
Affected by COVID-19 in the first half of 2020, the global supply chain, stock and bond markets, and oil prices fluctuated sharply. Countries all lowered their economic growth rate forecasts and lowered interest rates in response to the economic difficulties caused by COVID-19. The Central Bank of Taiwan also announced in March 2020 that it would cut interest rates by 25 basis points to end the "14 consecutive freezes" of interest rates, which has broken the record of the number during the financial tsunami. Besides, due to the return of many talents in the Sino-US trade war in 2019 and the good control of COVID-19 in Taiwan, public confidence has recovered. Many Taiwanese businessmen have returned to Taiwan to purchase properties. The abundant funds have driven the continuous influx of buying in the real estate market, which has led to hot transactions in the Taiwanese real estate market. In 2020, the number of sold and transferred buildings across Taiwan reached 326,600, an annual increase of 8.8%, an extremely high record in 7 years.
Operation Performance
The consolidated operating income in 2020 is mainly the income from the sale of residential housing cases such as "Tucheng SunMoon Light," "Hung Ching Lustrous" in Xinzhuang, "Emperor Court" on Yanping South Road, and "Liyuan" in Xizhi, etc., plus the income from leasing and labor services totaling NT$3,471,930 thousand, after deducting NT$2,394,548 thousand for construction and leasing costs, the operating gross profit is NT$1,077,382 thousand. In addition, operating expenses are NT$669,349 thousand, after deducting the net non-operating expenses of NT$11,538 thousand and income tax expenses of NT$22,759 thousand, the consolidated net profit is NT$373,736 thousand, which is the Company's individual after-tax net profit of NT$391,153 thousand, and the earnings per share is NT$1.49.
2021 Business Plan
The 2021 operating plan will continue to sell residential projects such as "Tucheng SunMoon Light," "Hung Ching Lustrous" in Xinzhuang, "Emperor Court" on Yanping South Road, and "Liyuan" in Xizhi, in addition to the plant office building in Building E, Nanzi Park, Phase II, Kaohsiung (K25), the floor area is about 19,000 pings, and the license for use was obtained in February 2021, and it is expected to be sold in the second or third quarter.
Other projects under construction: Kaohsiung K13 plant office building, with a floor area of approximately 32,900 pings, which has started in October 2020 and is expected to be completed in the fourth quarter of 2023; the construction of residential building in Mingde section of Tucheng has been started in March 2020 and is expected to be completed in the third quarter of 2022; the Zhubei joint construction project will start in February 2020, and the soil and water conservation project is expected to be completed by the end of 2021.
Future Operation Outlook
In order to curb the overheated and speculative housing market in the second half of 2020, the Central Bank announced the implementation of selective credit control in the housing market in December last year (2020). After the implementation of this year (2021), although the price increase in the first quarter of this year (2021) has slowed down, the transaction volume has continued to grow. Therefore, in March 2021, the Central Bank continued its housing policy and launched version 2.0 of the real estate and land integration tax, and it will also be implemented in July this year, which will have a negative impact on investors in the short term; however, the rigid demand from residents in the market is still strong. On the other hand, since the beginning of 2021 in local government land bidding cases, the unit price of many land bids has reached a new high in the local area. In addition to showing that the builders are still confident about the high-quality land in the future, it also highlights that real estate is still the main investment target for funds. Therefore, it is
2
expected that the real estate boom this year under the environment of low-interest rates and abundant funds should maintain price and volume stability compared with last year.
Compared with other financial products, real estate is a relatively low-risk investment target. In an environment of increasing land costs, rising construction costs such as raw materials, and low-interest rates, real estate itself has a value-preserving property, and people expect inflation. Buying a real estate property is a relatively stable choice. Therefore, in the long run, housing prices are still easy to rise but never fall.
In the future, in addition to speeding up the joint construction project in Zhubei, the Company will also continue to build the factory building for the needs of the affiliated enterprises, acquire the urban planning land in Puqian Section of Banqiaopu District, New Taipei City. Once the Ministry of the Interior has approved the review, the land allocated for construction will be planned and developed as soon as possible. In addition, the Company has been actively looking for good land inventories and will continue to strive for future operating income.
Thank you again for your support and advice over the year, and wish you good health and all the best!
Hung Ching Development & Construction Co., Ltd. General Manager
Chairman:
Managerial Officer:
Accounting Supervisor:
3
Chapter 2. Company Profile
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I. Date of Incorporation: December 19, 1986
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II. Contact Information of the Headquarters and Xizhi Office:
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Address of Headquarters: 10F, No. 420, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City Tel.: (02) 8780-3025
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Address of Xizhi Office: No. 1, Lane 75, Kangning St., Xizhi Dist., New Taipei City Tel.: (02) 2691-5866, 2691-5899
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III. Company History:
-
Founded by Mrs. Chang Yao Hong-Ying in 1986, the Company was primarily engaged in the development of Earl Villa residential area in Xizhi. After more than 20 years, the development of Earl Villa has completed. Then, the Company has extended beyond Xizhi, and developed numerous residential areas, such as Tucheng SunMoon Light on Sec. 2, Zhongyang Road, Tucheng District, Liyuan on Datung Road, Xizhi District, Emperor Court on Yanping South Road, Taipei City, and Hung Ching Lustrous, located in Xinzhuang Fuduxin; these projects have all been completed and is currently on the market. ASE WeMall, a new one-stop shop community shopping center was also officially opened in 2018. In addition to building traditional real estate properties, the Company has been actively developing "Smart Factory and Office Buildings" in Kaohsiung in recent years.
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1986 The Company was incorporated, and both the registered capital and the paid-in capital was NT$25,000,000.
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1987 The real estate project of "Earl Universe," the third-generation of Earl Villa, and "Natural Born Winners," the fifth-generation of Earl Villa, were launched. The capital increased to NT$50,000,000.
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1988 The real estate project of "Anhe Leli Court," the sixth-generation of Earl Villa was launched. The capital increased to NT$180,000,000.
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1989 The real estate project of "Ren'ai Special Area," the seventh-generation of Earl Villa was launched.
- In November, the Company was authorized by the Securities Supervisory Committee, Ministry of Finance to become a public company, and the paid-in capital increased to NT$500,000,000.
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1991 The ASE Center was launched, and seven 25-story modern residential buildings were built.
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1992 The real estate projects of "Boshih" and "Peony" were launched.
- The Company reinvested in Fuhua Engineering Co., Ltd., Fuhua Electrical, Plumbing & Air Conditioning Engineering, Hung Ching Kwan Co., Ltd., and Hung Ching Management and Consulting Co., Ltd.
The capital increased to NT$1,950,000,000.
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1994 In February, the capital increased to NT$2,145,000,000. In October, the Taiwan Stock Exchange approved the Company's stock to be listed as Class I Stocks, which were approved by the Securities and Futures Management Committee in November.
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1995 On March 6, the Company's stock was officially listed on the Taiwan Stock Exchange with the amount of capital of NT$2,616,000,000. In June, the capital
4
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increased to NT$3,929,000,000.
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1996 Reinvested in H. R. Silvine Electronics (Hong Kong) Inc. The capital increased to NT$4,321,900,000. Berkeley Villas, the detached and semi-detached villas real estate project, began construction.
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1997 Mrs. Chang Yao Hong-Ying, the founder of the Company, announced her retirement. Director Tien-Cheng Cheng was elected as the Chairman. Reinvested in Hung Ching New Co., Ltd. The capital increased to NT$4,758,090,000.
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1999 On December 2, the groundbreaking ceremony of "Smart Industrial Factory and Office" was held in Zhongli. This is the first project of the Company that is not in the form of traditional real estate development, and marks the beginning of the Company's diversified operation. Reinvested in ASE Recreation Co., Ltd.
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2000 The construction of Kaohsiung Storage & Transportation Center Building began. In September, a business hotel in Hsinchu was completed, and opened for business in November. The ASE Business Hotel Co., Ltd., a subsidiary of the Company, was commissioned to operate the hotel. Obtained ISO 9001 certification, an international quality assurance certification.
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2001 The construction of Kaohsiung Storage & Transportation Center Building was completed.
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Fuhua Electrical, Plumbing & Air Conditioning Engineering, a subsidiary of the Company, merged with Fuhua Engineering Co., Ltd., with Fuhua Engineering Co., Ltd. as the surviving company.
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2002 The term of the Chairman expired and an election was held. Mr. Yuan-Yi Tseng, then a Director and the Vice Chairman, was elected as the new Chairman of the Board.
2003 The construction of Kaohsuing Honglai Factory and Office Building and Buildings B and C of the Smart Factory and Office in Zhongli began. 2004 In April, the Company bought back treasury stocks and reduced the paid-in capital to NT$4,703,060,000. The reinvested companies ASE Recreation Co., Ltd. and Hung Ching Management and Consulting Co., Ltd. ceased operation and their liquidation was completed. 2005 Phase I of "Classic Earl," a group of duplex semi-detached villas, as well as 6 and 7-story residential buildings, were launched. Phase II of "Classic Earl," a group of duplex semi-detached villas, was launched. Capital reduction of NT$2,000,000,000 was completed. The paid-in capital after capital reduction was NT$2,703,060,000. 2007 "Earl Diamond," a 23-story residential building, was launched. 2008 Reinvested in Fund Land Group Limited. 2010 The construction of Kaohsiung K12 plant office building began.
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2012 The construction of Tucheng residential and commercial building began.
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The construction of Buildings E, F, and G in Zhongli and Building A of plant office building began.
The construction of Kaohsiung Second Park Building A (K21) plant office building began.
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2013 The construction of Kaohsiung Second Park Buildings B and C (K22 and K23) plant office buildings began.
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2014 The term of the Chairman expired and an election was held. Mr. Wen-Hsiang Chien, then a Director and the General Manager, was elected as the new Chairman of the Board.
The construction of the project on Yenping South Road, Taipei City began.
The construction of the project in Xinzhuang Fuduxin began.
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2015 The construction of the project in Xizhi began.
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2016 The construction of Kaohsiung Second Park Building D (K24) plant office building began.
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2017 The Fund Land Group Limited was liquidated.
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2018 Reinvested in ASE WeMall Management and Consulting Co., Ltd.
Tucheng SunMoon Light, seven residential buildings ranging from 25 to 28 stories, was launched.
ASE WeMall officially opened for business.
Liyuan, a 11-story residential and commercial building in Xizhi, was launched.
The construction of Kaohsiung Second Park Building E (K25) plant office building began.
Reinvested in Superb First Co., Ltd.
- 2020 The construction of residential building in Mingde section of Tucheng began. Hung Ching Lustrous, a 17-story commercial and residential building in Xinzhuang.
The construction of Kaohsiung Nanzih Technology Industrial Park (K13) plant office building began.
Emperor Court, a 22-story residential building in Taipei City, was launched.
6
Chapter 3. Corporate Governance Report
I. Organization
- Major Department Functions:
The Auditing Office is under the Board of Directors; the Secretariat, Advisors Office and Public Relations Officer are under the General Manager's Office. The Finance, Engineering, Administration, Sales, Procurement and Investment and Development Departments are also established. The Company plans and develops projects for the development of relevant affairs according to the responsibilities and functions of each office and departments in order to enrich the business operation.
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(1) Auditing Office: Arrangement, implementation and follow-up of internal audit activities.
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(2) Secretariat: Secretarial and general affairs.
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(3) Advisors Office: Consultation on legal and operational affairs.
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(4) Public Relations Office: General public relations affairs.
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(5) Finance Department:
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Responsible for matters related to the Company’s capital management, financial statements, tax affairs, budget preparation, accounting and cashier operations.
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(6) Engineering Department:
Responsible for quality control and inspection of engineering projects, progress control, cost analysis, acceptance of work after completion of engineering projects, post-delivery maintenance of real estates, and warehouse management.
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(7) Administration Department:
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Responsible for the development and management of human resources, formulation and implementation of employee benefits, handling of litigation affairs, procurement and management of various general affairs assets, after-sales services of the residential community, and maintenance and analysis of the Company's IT system.
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(8) Sales Department: Administration related to sales, real estate marketing, and real estate leasing, etc.
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(9) Procurement Department: Contracting and procurement of construction projects and building materials.
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(10) Investment and Development Department: Development and evaluation of land or real estate properties.
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==> picture [657 x 470] intentionally omitted <==
----- Start of picture text -----
Shareholders' Meeting
Audit Committee Board of Directors Remuneration Committee
Auditing Office
Chairman
Joint Ventures General Manager
Advisors Office
Secretariat
Public Relations Office
Sales Department Administration Procurement Engineering Finance Department Investment and
Department Department Department Development Department
Sales Department
Administration related to sales Leasing of real estates HR and general affairs Legal affairs After-sales service IT Procurement and contracting Construction and management real estates Post-delivery maintenance of Accounting Finance Land development
----- End of picture text -----
2. Organization Chart
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II. Information on the Company's Directors and Managerial Officers
(I) Information on Directors
| April | April | April | 30, 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality/Place of Incorporation |
Name |
Gender | Date of Election (Accession) |
Term | Date First Elected |
Shareholding Whe Elected |
Current Shareholding |
Current Shareholding of Spouse & Minor Children |
Shareholding by Nominee Arrangement |
Main Education (Experience) |
Executives or Directors Who are Spouses or within Two Degrees of Kinship |
Remark | ||||||
| Shares | % | Shares | % | Shares | % | - | - |
Title | Name | Relation | |||||||||
| Chairman | R.O.C. | Wen-Hsiang Chien | Male | 2020.7.13 | 3 years | 1999.7.13 | 27,782 |
0.01 |
27,782 |
0.01 | 1,042 |
- |
- |
- |
Bachelor, Department of Industrial Engineering, Chung Yuan Christian University |
- | - |
- |
(Note 1) |
| Director | R.O.C. | Chia-Pei Chou | Female | 2020.7.13 | 3 years | 2002.7.13 | 67,723 |
0.03 |
67,723 |
0.03 | 4,110 |
- |
- |
- |
Bachelor, Department of Accounting, Soochow Univeristy Audit Assistant Manager, Hsin Chi Premier AccountingFirm |
- | - |
- |
|
| Director | R.O.C. | Tu-Tsun Wang | Male | 2020.7.13 | 3 years | 2011.7.13 | 2,000 |
- |
2,000 |
- |
- | - |
- |
- |
Ph.D. in Law Research, National Chengchi University Chief Secretary, Bureau of Central Standards Associate Researcher, Institute of International Relations, National Chengchi University Commissioner, Fair Trade Commission, Executive Yuan |
- | - |
- |
|
| Director | R.O.C. | Fang-Ying Chen | Female | 2020.7.13 | 3 years | 2010.7.20 | 20,000 |
0.01 |
20,000 |
0.01 | - |
- |
- |
- |
Bachelor, Department of Accounting, Tamkang University Deloitte &Touche |
- | - |
- |
|
| Director | R.O.C. | Chien-Hua Yao | Male | 2020.7.13 | 3 years | 2014.7.13 | 2,768 |
- |
2,768 |
- |
437 |
- |
- |
- | Ger Jyh Senior High School |
- | - |
- |
|
| Director | R.O.C. | Advanced Semiconductor Engineering, | Inc. | 68,629,782 | 25.39 | 68,629,782 | 25.39 | - | - |
- | - |
||||||||
| Representative: Yuan-Yi Tseng |
Male | 2020.7.13 | 3 years | 2002.07.13 | 17,242 |
0.01 |
17,242 |
0.01 | - |
- |
- |
- |
Bachelor, Department of Civil Engineering, National Taiwan University Master of Systems Engineering, Asian Institute of Technology Former Director-General of Ret-Ser Engineering Agency |
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| Title | Nationality/Place of Incorporation |
Name |
Gender | Date of Election (Accession) |
Term | Date First Elected |
Shareholding Whe Elected |
Shareholding Whe Elected |
Current Shareholding |
Current Shareholding |
Current Shareholding of Spouse & Minor Children |
Current Shareholding of Spouse & Minor Children |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Main Education (Experience) |
Executives or Directors Who are Spouses or within Two Degrees of Kinship |
Executives or Directors Who are Spouses or within Two Degrees of Kinship |
Executives or Directors Who are Spouses or within Two Degrees of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | - | - |
Title | Name | Relation | |||||||||
| Director | R.O.C. | Advanced Semiconductor Engineering, | Inc. | 68,629,782 | 25.39 | 68,629,782 | 25.39 | - | - |
- | - |
||||||||
| Representative: Ching-Chou Su |
Male | 2020.7.13 | 3 years | 2014.7.13 | 5,923 |
- |
5,923 |
- |
- |
- |
- |
- |
Associate Degree, Department of Electrical Engineering, Kaohsiung IndustrialJuniorCollege |
||||||
| Director | R.O.C. | Shao Chang | Investment Co.,Ltd. | 6,124,937 | 2.27 | 6,124,937 | 2.27 | - | - |
- | - |
- |
(Note2) | ||||||
| Representative: Ching-Hua Chen |
Male | 2020.7.13 | 3 years | 2020.7.13 | 4,176 |
- |
4,176 |
- |
- |
- | - |
Master, St. John's University, USA |
|||||||
| Independent Director |
R.O.C. | Hung-Lung Hung | Male | 2020.7.13 | 3 years | 2017.7.13 | - |
- |
- |
- |
- |
- |
- |
- |
Master, Department of Accounting, National Chengchi Unviersity Director, Chung Hsiang Social Welfare Charity Foundation Certified Public Accountant, Chuan Tung UnitedAccountingFirm |
- | - |
- |
|
| Independent Director |
R.O.C. | Wei-Li Tso | Female | 2020.7.13 | 3 years | 2017.7.13 | 206 |
- |
206 |
- |
1,724 |
- |
- |
- |
Master, Department of Business Administration, National Central University Assistant General Manager, Federal Corporation |
- | - |
- |
|
| Independent Director |
R.O.C. | Chun-Chin Tu | Female | 2020.7.13 | 3 years | 2017.7.13 | - |
- |
- |
- |
- |
- |
- |
- |
Ph.D. in Law, National Chengchi University Professor, National Taipei University of Business Chairperson of Department, National Taipei University of Business |
- | - |
- |
Note 1: In response to the operational needs of the Company, he is responsible for coordinating the operation and management of the entire Company. Therefore, he serves concurrently as Chairman and CEO. Note 2: Shao Chang Investment Co., Ltd. resigned from the position of the Director on February 24, 2021, due to its operational planning.
10
Other Position Concurrently Held by the Directors at the Company and Other Companies
Wen-Hsiang Chien
CEO of the Company
Chairman and Director, Fuhua Engineering Co., Ltd. (Representative) Director, Hung Ching Kwan Co., Ltd. (Representative) Director, Hung Ching New Co., Ltd. (Representative) Supervisor, Universal Scientific Industrial Co., Ltd. (Representative) Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Tu-Tsun Wang
Director (Representative) and Chief Administrative Officer, Advanced Semiconductor Engineering, Inc. Group Chief Administrative Officer, Manager of Corporate Governance, and Member of Risk Management Committee, ASE Technology Holding Co., Ltd. Chairman and General Manager, ASE Integrated Circuit Manufacturing (China) Co., Ltd.
Director, Universal Scientific Industrial (Shanghai) Co. Ltd.
Director, Hung Ching Development & Construction Co., Ltd.
Director and General Manager, Hung Ching New Co., Ltd.
Director, Sino Horizon Holdings Limited Director and CEO, ASE Environment & Sustainability Foundation Director, ASE Cultural & Educational Foundation Director and CEO, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Ching-Chou Su
Chia-Pei Chou
General Manager of the Company Director (Representative) and General Manager, Fuhua Engineering Co., Ltd. Chairman and Director, Hung Ching Kwan Co., Ltd. (Representative) Supervisor, Hung Ching New Co., Ltd. (Representative) Supervisor, Hooyai Hotel Co., Ltd. Supervisor, Shanghai Youhong Engineering Technical Consulting Co., Ltd. Supervisor, Shanghai Hong Rong Property Management Ltd. Co. Director, ASE Cultural & Educational Foundation Director, ASE Environment & Sustainability Foundation Supervisor, Advanced Semiconductor Engineering, Inc. (Representative) Chairman and Director of ASE WeMall Management and Consulting Co., Ltd. (Representative) Director, Superb First Co., Ltd. (Representative) Executive Director, Shanghai You Chang Property Management Ltd. Co. (Representative)
Fang-Ying Chen
Assistant General Manager, Finance Department of the Company Director, Fuhua Engineering Co., Ltd. (Representative) Supervisor, Hung Ching Kwan Co., Ltd. (Representative) Director, Hooyai Hotel Co., Ltd. Director of ASE WeMall Management and Consulting Co., Ltd. (Representative)
Assistant General Manager, Shopping Malls of the Company
Assistant General Manager, Fuhua Engineering Co., Ltd. Director of ASE WeMall Management and Consulting Co., Ltd. (Representative)
Supervisor, Shanghai You Chang Property Management Ltd. Co. (Representative)
Chien-Hua Yao
Assistant General Manager, Kaohsiung Construction
Area of the Company
Assistant General Manager, Fuhua Engineering Co., Ltd.
Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Yuan-Yi Tseng
Chairman and Director, Hung Ching New Co., Ltd. (Representative)
Director, Fuhua Engineering Co., Ltd. (Representative) Director, Hung Ching Co., Limited (Representative)
Ching-Hua Chen
Executive Assistant General Manager of the
11
Executive Director, Shanghai Youhong Engineering Technical Consulting Co., Ltd.
Executive Director, Shanghai Hong Rong Property Management Ltd. Co.
Supervisor, ASE Test, Inc. (Representative)
Supervisor, Universal Scientific Industrial Co., Ltd. (Representative)
Company
Director (Representative) and General Manager, Hung Ching Kwan Co., Ltd. Executive Assistant General Manager, Fuhua Engineering Co., Ltd. General Manager, Shanghai You Chang Property Management Ltd. Co.
Chairman and Director, ASE Cultural & Educational Foundation
Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation
Wei-Li Tso
Assistant General Manager, Vivotek Inc. Supervisor, Lidlight Inc. (Representative) Independent Director, Federal Corporation
Hung-Lung Hung
Certified Public Accountant, Chuan Tung United Accounting Firm Director, Chung Hsiang Social Welfare Charity Foundation
Chun-Chin Tu
Adjunct Professor, Ming Chuan University Adjunct Professor, National Taipei University of Business
12
Substantial shareholders of institutional shareholders
| Name of institutional shareholder | Substantial shareholders of institutional shareholders |
|---|---|
| Advanced Semiconductor Engineering, Inc. | ASE Technology Holding Co., Ltd. 100.00% |
| Shao Chang Investment Co., Ltd. (Note) | Jiaching Investment Co., Ltd. 100.00% |
Note: Shao Chang Investment Co., Ltd. resigned from the position of the Director on February 24, 2021.
Major shareholders of the Company's major institutional shareholders
| Name of institutional shareholder | Substantial shareholders of institutional shareholders |
|---|---|
| ASE Technology Holding Co., Ltd. | Hong Kong Microelectronics International Corporation 15.729% |
| Investment trust account of Value Investing Company, with HSBC Bank (Taiwan) Company Limited as the custodian trustee 5.980% |
|
| ASE Depository Receipt, with Citibank Taiwan as the custodian trustee 5.014% |
|
| Fubon Life Insurance Co., Ltd. 2.866% | |
| Trust account of Brilliant Capital Profits Limited, with HSBC Bank (Taiwan) Company Limited as the custodian trustee 2.773% |
|
| New Labor Pension Fund 2.495% | |
| Cathay Life Insurance Co., Ltd 2.454% | |
| Investment trust account of the Government of Singapore, with Citibank Taiwan as the custodian trustee 2.285% |
|
| Labor Retirement Reserve Fund (The Old Fund) 1.554% | |
| Aberdeen Asset Account for Provident Fund Manager, with HSBC Bank (Taiwan) Company Limited as the custodian trustee 1.469% |
13
Other Information on Directors (II)
| Criteria Name |
Meeting One of the Following Professional Qualification Requirements, Together with At Least Five Years ofWork Experience |
Meeting One of the Following Professional Qualification Requirements, Together with At Least Five Years ofWork Experience |
Meeting One of the Following Professional Qualification Requirements, Together with At Least Five Years ofWork Experience |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Fulfillment of Independence (Note 1) |
Number of Other Public Companies where the Individual Concurrently Serves as an Independent Director |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university |
A judge, public prosecutor, attorney, Certified Public Accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company |
Having work experience in the areas of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| Wen-Hsiang Chien |
� | � | � | � | � | � | � | � | 0 | |||||||
| Tu-Tsun Wang |
� | � | � | � | � | � | � | � | � | 0 | ||||||
| Chia-Pei Chou |
� | � | � | � | � | � | � | 0 | ||||||||
| Ching-Hua Chen |
� | � | � | � | � | � | � | � | 0 | |||||||
| Yuan-Yi Tseng |
� | � | � | � | � | � | � | 0 | ||||||||
| Chien-Hua Yao |
� | � | � | � | � | � | � | 0 | ||||||||
| Fang-Ying Chen |
� | � | � | � | � | � | � | � | 0 | |||||||
| Ching-Chou Su |
� | � | � | � | � | � | � | � | 0 | |||||||
| Wei-Li Tso | � | � | � | � | � | � | � | � | � | � | � | � | � | 1 | ||
| Hung-Lung Hung |
� | � | � | � | � | � | � | � | � | � | � | � | � | � | 0 | |
| Chun-Chin Tu |
� | � | � | � | � | � | � | � | � | � | � | � | � | � | 0 |
Note 1: Please check "✓” the corresponding boxes if the directors meet the following conditions during the two years prior to the nomination and during the term of office.�
-
(1) Not an employee of the Company or any of its affiliates.
-
(2) Not a director or supervisor of the Company or any of its affiliates (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
-
(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
-
(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of the manager listed in (1) or any person listed in (2) and (3).
-
(5) Not a director, supervisor, or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of Aurora under Paragraph 1 or 2, Article 27 of the Company Act (except for an independent director appointed in accordance with the
14
Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
-
(6) Not a director, supervisor or employee of a company controlled by the same person who has shares over half of the Company's director seats or voting rights (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
-
(7) Not a director, supervisor, or employee of another company or institution who, or whose spouse, is a chairman, president, or person holding an equivalent position of the Company (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
-
(8) Not a director (governor), supervisor, managerial officer, or shareholder holding 5% or more of the shares, of a specified company or institution that has a financial or business relationship with the Company. However, the aforementioned does not apply to the specified company or institution holding 20% or more and no more than 50% of the total number of issued shares of the public company and the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
-
(9) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, director (governor), supervisor, managerial officer or spouse thereof that provides auditing service for the Company or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. However, this does not apply in cases where members of the Remuneration Committee, the Review Committee for Public Tender Offer or the Special Committee for Mergers and Acquisitions perform their functions in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.
-
(10) Not having a marital relationship, or a relative within the second degree of kinship to any other director of the Company.
-
(11) Not having been involved in any circumstances stipulated in Article 30 of the Company Act.
-
(12) Not a governmental, juridical person or its representative is elected as defined in Article 27 of the Company Act.
15
(II) Information on the General Manager, Assistant General Managers, Deputy Assistant General Managers and Heads of Departments and Offices
| April 30, 2021 | April 30, 2021 | April 30, 2021 | April 30, 2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Gender | Name |
Date of Election (Accession) |
Shareholding | Shareholding of Spouse & Minor Children |
Shareholding by Nominee Arrangement |
Main Experience (Education) |
Other Position Concurrently Held at Other Companies | Managerial Officers Who Are Spouses or within Two Degrees of Kinship |
Employee Stock Options Acquired by Managerial Officers |
|||||
Shares |
% | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| CEO | R.O.C. | Male | Wen-Hsiang Chien |
2014.07.14 | 27,782 | 0.01 | 1,042 | - | - | - | Bachelor, Department of Industrial Engineering, Chung Yuan Christian University |
Chairman and Director, Fuhua Engineering Co., Ltd. (Representative) Director, Hung Ching Kwan Co., Ltd. (Representative) Supervisor, Universal Scientific Industrial Co., Ltd. (Representative) Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation |
- | - | - | - |
| General Manager |
R.O.C. | Female | Chia-Pei Chou |
2014.07.14 | 67,723 | 0.03 | 4,110 | - | - | - | Bachelor, Department of Accounting, Soochow Univeristy Audit Assistant Manager, Hsin Chi Premier Accounting Firm |
Director (Representative) and General Manager, Fuhua Engineering Co., Ltd. Chairman and Director, Hung Ching Kwan Co., Ltd. (Representative) Director, Hung Ching New Co., Ltd. (Representative) Supervisor, Hooyai Hotel Co., Ltd. Supervisor, Shanghai Youhong Engineering Technical Consulting Co., Ltd. Supervisor, Shanghai Hong Rong Property Management Ltd. Co. Director, ASE Cultural & Educational Foundation Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation Supervisor, Advanced Semiconductor Engineering, Inc. (Representative) Chairman and Director of ASE WeMall Management and Consulting Co., Ltd. (Representative) Director, Superb First Co., Ltd. (Representative) Executive Director, Shanghai You Chang Property Management Ltd. Co. (Representative) |
- | - | - | - |
| Executive Assistant General Manager |
R.O.C. | Male | Ching-Hua Chen |
2019.06.17 | 4,176 | - | - | - | - | - | Master, St. John's University, USA |
General Manager, Hung Ching Kwan Co., Ltd. Executive Assistant General Manager, Fuhua Engineering Co., Ltd. General Manager, Shanghai You Chang Property Management Ltd. Co. |
- | - | - | - |
| Assistant General Manager, Finance Division |
R.O.C. | Female | Fang-Ying Chen |
2015.07.27 | 20,000 | 0.01 | - |
- | - | - | Bachelor, Department of Accounting, Tamkang University Deloitte & Touche |
Director, Fuhua Engineering Co., Ltd. (Representative) Supervisor, Hung Ching Kwan Co., Ltd. (Representative) Supervisor, Hung Ching New Co., Ltd. (Representative) Director, Hooyai Hotel Co., Ltd. Director of ASE WeMall Management and Consulting Co., Ltd. (Representative) |
- | - | - | - |
| Assistant General Manager, Shopping Malls |
R.O.C. | Male | Ching-Chou Su |
2015.07.27 | 5,923 | - | - | - | - | - | Associate Degree, Department of Electrical Engineering, Kaohsiung Industrial Junior College |
Assistant General Manager, Fuhua Engineering Co., Ltd. Director of ASE WeMall Management and Consulting Co., Ltd. (Representative) Supervisor, Shanghai You Chang Property Management Ltd. Co. (Representative) |
- | - | - | - |
16
| Title | Nationality | Gender | Name |
Date of Election (Accession) |
Shareholding | Shareholding | Shareholding of Spouse & Minor Children |
Shareholding of Spouse & Minor Children |
Shareholding by Nominee Arrangement |
Shareholding by Nominee Arrangement |
Main Experience (Education) |
Other Position Concurrently Held at Other Companies | Managerial Officers Who Are Spouses or within Two Degrees of Kinship |
Managerial Officers Who Are Spouses or within Two Degrees of Kinship |
Managerial Officers Who Are Spouses or within Two Degrees of Kinship |
Employee Stock Options Acquired by Managerial Officers |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares |
% | Shares | % | Shares | % | Title | Name | Relation | ||||||||
| Assistant General Manager, Sales Department |
R.O.C. | Female | Hsiao-Wei Yao |
2018.04.01 | - | - | - | - | - | - | Kai Ming Senior Technical and Commercial Vocational School |
Supervisor, Fuhua Engineering Co., Ltd. (Representative) Supervisor of ASE WeMall Management and Consulting Co., Ltd. (Representative) |
- | Chien-Hua Yao |
Sister and younger brother |
- |
| Assistant General Manager, Kaohsiung Construction Area |
R.O.C. | Male | Chien-Hua Yao |
2018.04.01 | 2,768 | - | 437 | - | - | - | Ger Jyh Senior High School |
Assistant General Manager, Fuhua Engineering Co., Ltd. Director, Chang Yao Hong-Ying Social Welfare & Charity Foundation |
- | Hsiao-Wei Yao |
Sister and younger brother |
- |
| Assistant General Manager, Investment and Development Department |
R.O.C. |
Male | Shun-Wan Pan |
2018.04.01 | 598 | - | 279 | - | - | - | Department of Civil Engineering, Van Nung Institute of Industry |
Director, Fuhua Engineering Co., Ltd. (Representative) |
- | - | - | - |
| Deputy Assistant General Manager, Engineering Department |
R.O.C. | Male | Chao-Liang Huang |
2018.04.01 | 13 | - | - | - | - | - | National Hualien Industrial Vocational Senior High School |
- | - | - | - | |
| Deputy Assistant General Manager, Procurement Department |
R.O.C. | Male | Chao-Hsiang Huang |
2019.07.01 |
- |
- | - | - | - | - | Department of Mechanics, Chien Hsin Institute of Industry |
Director, Fuhua Engineering Co., Ltd. (Representative) |
Note: Fuhua Engineering Co., Ltd. is a wholly-owned subsidiary of the Company.
17
III. Remuneration Paid to Directors, the General Manager, and Assistant General Managers
- (I) Remuneration paid to Directors and Independent Directors (Names and remuneration thereof to be disclosed individually):
Unit: NT$ thousand
| Title | Name | Remuneratio | Remuneratio | n of Directors | n of Directors | Ratio of Total Remuneration (A+B+C+D) to Net Income(%) |
Ratio of Total Remuneration (A+B+C+D) to Net Income(%) |
Relevant Remunerati | Relevant Remunerati | on Received by Directors Wh | on Received by Directors Wh | on Received by Directors Wh | on Received by Directors Wh | o Are Also Employees | o Are Also Employees | Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income(%) |
Ratio of Total Compensation (A+B+C+D+E+F+G) to Net Income(%) |
Compensation Paid to Directors from an Invested Company Other than the Company's Subsidiary |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Base Compensation (A) |
Severance Pay and Pension (Note 1) (B) |
Remuneration from Earnings Distribution (C) |
Business Execution Expenses (D) |
Salary, Bonuses, and Allowances, Etc. (E) |
Severance Pay and Pension (F) |
Employee Bonus from Earnings Distribution (G) |
Number of Shares Which May be Acquired for Employee Stock Options (H) |
Number of Shares of Employee Restricted Stock Obtained (I) |
||||||||||||||||||
| The Company |
All Companies in Financial Statements |
The Company |
All Companies in Financial Statements |
The Company |
All Companies in Financial Statements |
The Company |
All Companies in Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
|||||
| Cash | Stock | Cash | Stock | |||||||||||||||||||||||
| Chairman | Wen-Hsiang Chien |
0 | 0 |
0 |
0 |
1,059 |
1,059 |
0 |
0 |
1,059 |
1,059 |
2,671 |
5,769 |
108 |
108 |
394 | 0 |
394 |
0 |
0 |
0 |
0 |
0 |
1.08 |
1.87 |
0 |
| Director | Chia-Pei Chou | 0 | 0 |
0 |
0 |
1,059 |
1,059 |
0 |
0 |
1,059 |
1,059 |
1,980 |
4,818 |
108 |
108 |
293 | 0 |
293 |
0 |
0 |
0 |
0 |
0 |
0.88 |
1.60 |
0 |
| Director | Tu-Tsun Wang | 25 | 25 |
0 |
1,059 | 1,059 |
0 |
0 |
1,084 |
1,084 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0.28 |
0.28 |
0 |
|
| Director | Advanced Semiconductor Engineering, Inc. Representative: Yuan-Yi Tseng |
0 | 0 |
0 |
0 |
1,059 |
1,059 |
0 |
0 |
1,059 |
1,059 |
0 |
3,705 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0.27 |
1.22 |
0 |
| Director | Advanced Semiconductor Engineering, Inc. Representative: Ching-Chou Su |
0 | 0 |
0 |
0 |
1,059 |
1,059 |
0 |
0 |
1,059 |
1,059 |
0 |
2,598 |
0 |
86 |
234 | 0 |
234 |
0 |
0 |
0 |
0 |
0 |
0.33 |
1.02 |
0 |
| Director | Shao Chang Investment Co., Ltd. Representative: Ching-Hua Chen |
0 | 0 |
0 |
0 |
1,059 |
1,059 |
0 |
0 |
1,059 |
1,059 |
1,286 |
1,891 |
54 |
54 |
400 | 0 |
400 |
0 |
0 |
0 |
0 |
0 |
0.72 |
0.87 |
0 |
| Director | Fang-Ying Chen | 0 |
0 |
0 |
0 |
1,059 |
1,059 |
0 |
0 |
1,059 |
1,059 |
1,560 |
3,458 |
98 |
98 |
236 | 0 |
236 |
0 |
0 |
0 |
0 |
0 |
0.75 |
1.24 |
0 |
| Director | Chien-Hua Yao | 0 | 0 |
0 |
0 |
1,059 |
1,059 |
0 |
0 |
1,059 |
1,059 |
0 |
2,404 |
0 |
69 |
170 | 0 |
170 |
0 |
0 |
0 |
0 |
0 |
0.31 |
0.95 |
0 |
| Independent Director |
Hung-Lung Hung |
440 | 440 |
0 |
0 |
0 |
0 |
0 |
0 |
440 |
440 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0.11 |
0.11 |
0 |
| Independent Director |
Wei-Li Tso |
435 | 435 |
0 |
0 |
0 |
0 |
0 |
0 |
435 |
435 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0.11 |
0.11 |
0 |
| Independent Director |
Chun-Chin Tu |
440 | 440 |
0 |
0 |
0 |
0 |
0 |
0 |
440 |
440 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0.11 |
0.11 |
0 |
-
Note 1: Refers to the labor pension (new pension system) provided pursuant to the Labor Pension Act.
-
Note 2: The Company proposed to distribute remuneration to employees in cash in the total amount of NT$16,946 thousand from its retained earnings for the year ended December 31, 2020. However, this proposal has not been approved by the shareholders' meeting and the amount per person for the distribution is currently an estimation, and has not been recognized yet.
18
- (II) Remuneration Paid to the General Manager and Assistant General Managers (Names and remuneration thereof to be disclosed individually)
Unit: NT$ thousand
| Unit: | Unit: | NT$ thousand | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Severa Pension |
nce Pay and (B) (Note 1) |
Bon Allow |
uses and ances (C) |
Employee Compensation (D) (Note 1) |
Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Compensation Paid to Directors from an Invested Company Other than the Company's Subsidiary |
|||||
| The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
|||||
| Cash | Stock | Cash | Stock | |||||||||||
| CEO | Wen-Hsiang Chien |
2,671 |
5,678 | 108 | 108 | 0 | 0 | 394 | 0 | 394 | 0 | 0.81 | 1.60 | None |
| General Manager |
Chia-Pei Chou |
1,980 | 4,818 | 108 | 108 | 0 | 0 | 293 | 0 | 293 | 0 | 0.61 | 1.33 | None |
| Executive Assistant General Manager |
Ching-Hua Chen |
2,773 | 3,970 | 108 | 108 | 0 | 0 | 400 | 0 | 400 | 0 | 0.84 | 1.14 | None |
| Assistant General Manager |
Fang-Ying Chen |
1,560 | 3,458 | 98 | 98 | 0 | 0 | 236 | 0 | 236 | 0 | 0.48 | 0.97 | None |
| Assistant General Manager |
Ching-Chou Su |
0 |
2,598 | 0 | 86 | 0 | 0 | 234 | 0 | 234 | 0 | 0.06 | 0.75 | None |
| Assistant General Manager |
Hsiao-Wei Yao |
1,686 | 2,486 | 87 | 87 | 0 | 0 | 252 | 0 | 252 | 0 | 0.52 | 0.72 | None |
| Assistant General Manager |
Chien-Hua Yao |
0 | 2,404 | 0 | 69 | 0 | 0 | 170 | 0 | 170 | 0 | 0.04 | 0.68 | None |
| Assistant General Manager |
Shun-Wan Pan |
1,825 | 2,625 | 99 | 99 | 0 | 0 | 247 | 0 | 247 | 0 | 0.56 | 0.76 | None |
Note 1: Refers to the labor pension (new pension system) provided pursuant to the Labor Pension Act.
Note 2: The Company proposed to distribute remuneration to employees in cash in the total amount of NT$16,946 thousand from its retained earnings for the year ended December 31, 2020. However, this proposal has not been approved by the shareholders' meeting and the amount per person for the distribution is currently an estimation, and has not been recognized yet.
(III) Remuneration of the Five Highest Paid Executives of a Listed/OTC Company (Names and remuneration thereof to be disclosed individually)
| Unit: NT$ thousand | Unit: NT$ thousand | Unit: NT$ thousand | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Name | Salary (A) | Severa P (B) |
nce Pay and ension (Note 1) |
Bon Allow |
uses and ances (C) |
Employee Compensation (D) (Note 1) |
Ratio of Total Remuneration (A+B+C+D) to Net Income (%) |
Compensation Paid to Directors from an Invested Company Other than the Company's Subsidiary |
|||||
| The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
The Company |
All Companies in Financial Statements |
The Company |
All Companies in Consolidated Financial Statements |
|||||
| Cash | Stock | Cash | Stock | |||||||||||
| CEO | Wen-Hsiang Chien |
2,671 |
5,769 | 108 | 108 | 0 | 0 | 394 | 0 | 394 | 0 | 0.81 | 1.60 | None |
| General Manager |
Chia-Pei Chou |
1,980 | 4,818 | 108 | 108 | 0 | 0 | 293 | 0 | 293 | 0 | 0.61 | 1.33 | None |
| Executive Assistant General |
Ching-Hua Chen |
2,773 | 3,970 | 108 | 108 | 400 | 0 | 400 | 0 | 0.84 | 1.14 |
19
| Manager | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Assistant General Manager |
Fang-Ying Chen |
1,560 | 3,458 | 98 | 98 | 0 | 0 |
236 | 0 | 236 | 0 | 0.48 | 0.97 | None |
| Assistant General Manager |
Shun-Wan Pan |
1,825 | 2,625 | 99 | 99 | 0 | 0 |
247 | 0 | 247 | 0 | 0.56 | 0.76 | None |
Note 1: Refers to the labor pension (new pension system) provided pursuant to the Labor Pension Act.
Note 2: The Company proposed to distribute remuneration to employees in cash in the total amount of NT$16,946 thousand from its retained earnings for the year ended December 31, 2020. However, this proposal has not been approved by the shareholders' meeting and the amount per person for the distribution is currently an estimation, and has not been recognized yet.
(IV) Managerial Officers Who Received Employee Bonuses and Their Amount:
Unit: NT$ thousand
| Unit: NT$ thousand | |||||
|---|---|---|---|---|---|
| Title | Name | Stock | Cash | Total | Ratio of Total Amount to Net Income (%) |
| CEO | Wen-Hsiang Chien | 0 | 2,610 | 2,610 | 0.67 |
| General Manager | Chia-Pei Chou | ||||
| Executive Assistant General Manager | Ching-Hua Chen | ||||
| Assistant General Manager,Finance Division | Fang-YingChen | ||||
| Assistant General Manager,ShoppingMalls | Ching-Chou Su | ||||
| Assistant General Manager,Sales Department | Hsiao-Wei Yao | ||||
| Assistant General Manager,KaohsiungConstruction Area | Chien-Hua Yao | ||||
| Assistant General Manager, Investment and Development Department |
Shun-Wan Pan | ||||
| DeputyAssistant General Manager,EngineeringDepartment | Chao-LiangHuang | ||||
| DeputyAssistant General Manager,Procurement Department | Chao-HsiangHuang |
-
(V) The analysis of the ratio of the total remuneration paid to the Company’s Directors, General Manager, and Assistant General Managers by the Company and all companies listed in the consolidated statements in the most recent two years to net income, and the relevance of remuneration payment policies, standards and combination, procedures of determining remuneration, business performance and future risk shall be compared and stated.
-
Analysis of the ratio of the total remuneration paid to net income
| Year Item |
The Company | The Company | All Companies in Consolidated Financial Statements | All Companies in Consolidated Financial Statements |
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| Director | 4.96 | 3.56 | 9.38 | 5.44 |
| General Manager and Assistant General Managers |
3.92 | 2.08 | 7.95 | 3.65 |
Note: 1. The remuneration ratio is high due to the fact that 6 out of the 11 Directors of the Company held concurrent positions such as CEO, General Manager and Assistant General Managers. The remuneration for Directors includes the remuneration for the concurrent position.
2. Remuneration policy:
-
(1) The Board of Directors is authorized by the Articles of Incorporation to determine the remuneration of Directors, which shall not exceed the highest standard set out in the Company's remuneration policy, by reference to the industry norm and the value of their involvement in and contribution to the operation of the Company. If there is profit, the allocation of compensation will be made pursuant to Article 24 (please refer to page54 of this annual report for details).
-
(2) The remuneration of the Chairman, General Manager, and Assistant General Managers is approved by the Remuneration Committee of the Company and the Board of Directors in accordance with the Company's remuneration policy.
20
IV. Implementation of Corporate Governance
(I) Operations of the Board of Directors
1. Information on the operations of the Board of Directors
A total of 7 (A) meetings of the Board of Directors were held in the most recent year. The attendance of Directors is as follows:
| Title | Name | Attendance in Person(B) |
Attendance by Proxy |
Actual Attendance Rate (%) (B/A) (Note1) |
Remark |
|---|---|---|---|---|---|
| Chairman | Wen-Hsiang Chien | 7 | 0 | 100.0 | |
| Director | Tu-Tsun Wang | 4 | 0 | 57.1 | |
| Director | Chia-Pei Chou | 7 | 0 | 100.0 | |
| Director | Advanced Semiconductor Engineering, Inc. Representative: Yuan-Yi Tseng |
7 | 0 | 100.0 | |
| Director | Advanced Semiconductor Engineering, Inc. Representative: Ching-Chou Su |
7 | 0 | 100.0 | |
| Director | Shao Chang Investment Co., Ltd. Representative: Ching-Hua Chen |
4 | 0 | 100.0 | (Newly appointed) |
| Director | Fang-Ying Chen | 7 | 0 | 100.0 | |
| Director | Chien-Hua Yao | 6 | 0 | 85.7 | |
| Independent Director |
Wei-Li Tso | 7 | 0 | 100.0 | |
| Independent Director |
Hung-Lung Hung | 7 | 0 | 100.0 | |
| Independent Director |
Chun-Chin Tu | 7 | 0 | 100.0 |
Note 1: The actual attendance rate (%) is calculated on the basis of number of Board of Directors meetings held during his or her tenure and number of such meetings attended.
21
Other matters to be recorded:
-
I. If any of the following circumstances occur, the dates of the meetings, sessions, contents of motion, all Independent Directors' opinions and the Company’s response should be specified:
-
(I) Matters referred to in Article 14-3 of the Securities and Exchange Act: All matters were approved by all Independent Directors.
-
(II) Other matters involving objections or expressed reservations by Independent Directors that were recorded or stated in writing that require a resolution by the Board of Directors: None.
-
II. Regarding recusals of directors from voting due to conflicts of interests, the names of the directors, contents of motions, reasons for recusal, and results of voting shall be specified:
| Board Meeting Date and Term |
Contents of Motions | Name of Director | Reasons for Recusal | Results of Voting |
| 2020.06.05 1st Extraordinary Board Meeting of 2020 |
For the construction of the K13 (Mabuchi Motor Factory) factory building, a joint development contract was signed with Advanced Semiconductor Engineering, Inc. |
Chia-Pei Chou, Yuan-Yi Tseng, Chien-Hua Yao |
Director Chou is a Supervisor of Advanced Semiconductor Engineering, Inc., and Director Tseng and Director Yao are serving their terms as the juristic person representatives of Advanced Semiconductor Engineering, Inc. on the date of the meeting; they all have personal interests concerning the content of this proposal. |
The proposal was adopted without objection by the attending Directors, except for Directors Chou, Tseng, and Yao, who recused and did not participate in voting. |
| 2020.07.13 2nd Extraordinary Board Meeting of 2020 |
1. Appointment of the General Manager. 2. Hiring of the members of the Remuneration Committee. |
1. Chia-Pei Chou 2. Wei-Li Tso, Hung-Lung Hung |
1. Director Chou is the General Manager proposed to be appointed and has personal interest concerning the content of this proposal. 2. Director Tso and Director Hung are the members of the Remuneration Committee and have personal interests concerning the content of this proposal. |
1. The proposal was adopted without objection by the attending Directors, except for Director Chou, who recused and did not participate in voting. 2. The proposal was adopted without objection by the attending Directors, except for Directors Tso and Hung, who recused and did not participate in voting. |
| 2020.08.07 3rd Board Meeting of 2020 |
1. Set the amount of individual remuneration for the Directors of the Company. 2. Set the amount of remuneration for the managerial officers of the Company and its subsidiaries. |
1. Wen-Hsiang Chien, Chia-Pei Chou, Tu-Tsun Wang, Yuan-Yi Tseng, Fang-Ying Chen, Chien-Hua Yao, Ching-Chou Su 2. Wen-Hsiang Chien, Chia-Pei Chou, Ching-Hua Chen, Fang-Ying Chen, Chien-Hua Yao, Ching-Chou Su |
1. Directors stated were involved in the content of this proposal. 2. Directors stated were involved in the content of this proposal. |
1. The proposal was adopted without objection by the attending Directors, except for these Directors recused and did not participate in voting. 2. The proposal was adopted without objection by the attending Directors, except for these Directors recused and did not participate in voting. |
22
III. TWSE/TPEx listed companies shall disclose the information on self-evaluation (or peer evaluation) of the Board of Directors, such as evaluation cycle, period, scope, method and contents:
| Evaluation cycle |
Evaluation period | Evaluation scope | Evaluation method |
Evaluation content |
| Annually | January 1, 2020 - December 31, 2020 |
1. Board of Directors 2. Individual Board members 3. Audit Committee 4. Remuneration Committee |
Self-evaluation | 1. Performance evaluation of the Board of Directors: (1) Their degree of participation in the Company's operations (2) Improvement in the quality of decision making by the Board of Directors (3) Composition and structure of the Board of Directors (4) Election of the Directors and their continuing professional education (5) Internal control 2. Self-evaluation of Board members: (1) Execution of the Company's goals and tasks (2) Their understanding of Director's responsibilities (3) Their degree of participation in the Company's operations (4) Their internal relationship management and communication (5) Their professionalism and continuing professional education (6) Internal control 3. Performance evaluation of the Audit Committee: (1) Their degree of participation in the Company's operations. (2) Their understanding of the Audit Committee's responsibilities (3) Improvement in the quality of decision making by the Audit Committee (4) Composition and member selection of the Audit Committee (5) Internal control 4. Performance evaluation of the Remuneration Committee: (1) Their degree of participation in the Company's operations. (2) Their understanding of the Remuneration Committee's responsibilities (3) Improvement in the quality of decision making by the Remuneration Committee (4) Composition and member selection oftheRemunerationCommittee |
IV. Goals for strengthening the functions of the Board (such as establishing an Audit Committee and enhancing information transparency, etc.) and evaluation of implementation for the current year and the most recent year: The Board of the Directors of the Company comprises 11 Directors (including 3 Independent Directors). In order to strengthen the professional functions of the Board and to be in line with international standards, the Company has set up an Remuneration Committee on July 13, 2017 to replace the positions of Supervisors. The Remuneration Committee currently has three members, which is composed of all Independent Directors, and all members recommend one person among them as the convener and chairman of the committee to represent the committee externally. The current convener is
23
Hung-Lung Hung, an Independent Director.
- (II) The function of Audit Committee or supervisors' participation in the function of Board of Directors
Information on the operations of the Audit Committee
A total of 6 (A) meetings of the Audit Committee were held in the most recent year. The attendance of Independent Directors is as follows:
| Title | Name | Attendance in Person(B) |
Attendance by Proxy |
Actual Attendance Rate (%) (B/A) |
|---|---|---|---|---|
| Independent Director |
Hung-Lung Hung |
5 | 0 | 83.3 |
| Independent Director |
Wei-Li Tso | 6 | 0 | 100.0 |
| Independent Director |
Chun-Chin Tu | 6 | 0 | 100.0 |
Other matters to be recorded:
-
I. For matters stipulated in Article 14-5 of the Securities and Exchange Act and other matters which were not being approved by the Audit Committee but resolved by more than two-thirds of all the Directors, the Board meeting date and term, contents of motions, Audit Committee resolution, and the Company's response shall be disclosed:
-
(I) Matters stipulated in Article 14-5 of the Securities and Exchange Act:
| Board Meeting Date and Term 2020.06.05 1st Extraordinary Board Meeting of 2020 2020.11.13 3rd Extraordinary Board Meeting of 2020 |
Contents of Motions |
Audit Committee Resolution |
The Company's Response |
|---|---|---|---|
For the construction of the K13 (Mabuchi Motor Factory) factory building, a joint development contract was signed with Advanced Semiconductor Engineering, Inc. |
The Chairman of the meeting consulted all Directors in attendance, and they voted in favor of the resolution without objection. |
The proposal was submitted to the Board of Directors for resolution. The Chairman of the meeting inquired with the attending Directors (not including recused Directors) and the resolution of this proposal was passed unanimously. |
|
Purchasing office space located in Yang Sheng Financial Building. |
The Chairman of the meeting consulted all Directors in attendance, and they voted in favor of the resolution without objection. |
The proposal was submitted to the Board of Directors for resolution. The Chairman of the meeting inquired with the attending Directors and the resolution of this proposal was passed unanimously. |
(II) Except for the aforementioned matters, other resolutions which were not being approved by the Audit Committee but resolved by more than two-thirds of all the Directors: None.
24
II. Regarding recusals of Independent Directors from voting due to conflicts of interests, the names of the Independent Directors, contents of proposals, reasons for recusal, and results of voting shall be specified: No proposals are involved in conflicts of interests of Independent Directors.
| Board Meeting Date and Term |
Contents of Motions | Name of Independent Director |
Reasons for Recusal | Results of Voting |
|---|---|---|---|---|
| 2020.07.13 2nd Extraordinary Board Meeting of 2020 |
Hiring of the members of the Remuneration Committee. |
Wei-Li Tso, Hung-Lung Hung |
Director Tso and Director Hung are the members of the Remuneration Committee and have personal interests concerning the content of this proposal. |
The proposal was adopted without objection by the attending Directors, except for Directors Tso and Hung, who recused and did not participate invoting. |
-
III. Communication between the independent directors,head of internal audit, and CPAs (including the key items, methods, and results of audit of finances and operations)
-
(I) At the end of each month, the internal audit department of the Company makes available the monthly audit report and summary report of deficiency responses to each Independent Director by e-mail, and the head of internal audit regularly communicates with the Independent Directors on the audit results quarterly and make internal audit reports to the Board of Directors on a quarterly basis. In addition, if there are exceptional circumstances, the head of internal audit will also immediately report to the Independent Directors. However, there were no such exceptional circumstances in 2020. The Company's Independent Directors have maintained good communication with the head of internal audit.
-
(II) The Company's CPAs regularly report to Independent Directors the audit or review results of the quarterly financial statements, as well as other communication matters required by relevant laws and regulations. In addition, if there are exceptional circumstances, the CPAs will also immediately report to the Independent Directors. However, there were no such exceptional circumstances in 2020. The Company's Independent Directors have maintained good communication with the CPAs.
25
(III) Corporate Governance Implementation Status and Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof
| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| I. Does the company establish and disclose its Corporate Governance Best Practice Principles based on the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies? |
v | Although the Company has yet to formulate its Corporate Governance Best Practice Principles, the Company has implemented the spirit of the Principles by continuously enhancing information transparency and strengthening the exercise of the powers and functions of the Board, and actively promoting various corporategovernance actions. |
Its establishment shall be implemented in the future according to relevant laws and regulations. |
|
| II. Shareholding structure & shareholders' rights (I) Does the company establish and implement internal operating procedures to deal with shareholders’ suggestions, doubts, disputes, and litigation? (II) Does the company possess a list of its major shareholders with controlling power as well as the ultimate owners of those major shareholders? (III) Does the company establish and execute a risk management and firewall system with its affiliates? (IV) Does the company establish internal rules against insiders using undisclosed information to trade in securities? |
v v v v |
(I) The Company has a spokesperson and a deputy spokesperson to respond to investors' questions, as well as designated personnel or stock transfer agent, Transfer Agency Department, Fubon Securities, to handle shareholders' proposals, inquiries and disputes. The Company will give priority to shareholders’ equity. If lawsuits are involved, attorneys or legal personnel will be appointed to handle the matter, as the Company always prioritizes shareholders' rights. (II) In addition to the analysis of equity interests based on the list of shareholders after the book closure dates, the Company has also designated dedicated personnel to communicate with the stock transfer agent, and closely monitor the list of major shareholders of the Company and their controller at all times. The Company reports the shareholding changes of the Company’s insiders and major shareholders to the competent authority according to statutory requirements. (III) The Company has formulated the "Regulations on Transactions between Group Companies, Specific Companies, and Related Parties," "Regulations on the Supervision of Reinvestment Businesses of which the Company Has Controlling Ability" and the "Regulations on Supervision and Management to Subsidiaries" to establish appropriate risk control mechanisms and firewalls. (IV) The Company has formulated "Procedures for the Prevention of Insider Trading," which prohibits company insiders from using undisclosed information on the market to buy and sell securities. |
(I) Compliance with the Principles (II) Compliance with the Principles (III) Compliance with the Principles (IV) Compliance with the Principles |
26
| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| III. Composition and Responsibilities of the Board of Directors (I) Does the Board of Directors develop and implement a diversity guideline for the composition of its members? (II) Does the company voluntarily establish other functional committees in addition to the legally-required Remuneration Committee and Audit Committee? (III) Does the company establish standards and methods to evaluate the performance of the Board of Directors, conduct the evaluation annually and regularly, report the results of evaluations to the Board of Directors, and use them as a reference for individual directors' remuneration and nomination and reappointment? |
v v |
v | (I) The Company has 11 Directors, including 3 Independent Directors in 2020. Among the members of the Board, there are 2 women who are the general Directors and 2 women who are Independent Directors; there are 6 Directors who concurrently serves as employees. In terms of age, there are 4 Directors aged between 70 and 79, 5 Directors aged between 60 and 69, and 2 Directors aged between 50 and 59. The professional knowledge and skills of Board members cover industrial engineering, civil engineering, electrical engineering, accounting, law, management and finance, and they have a diverse background in the industry, academia, and learned societies. They can give professional opinions from different perspectives and help improve the Company’s operating performance and management efficiency greatly. (II) The Company currently has a Remuneration Committee and an Audit Committee following legal requirements, and has not established other functional committees. (III) The Company has formulated the Regulations Governing the Evaluation of the Performance of the Board of Directors, and conducts one annual Board performance evaluation of the previous year in the first quarter of each year. The method of evaluation includes using the "Board of Directors Performance Self-Evaluation Questionnaire," the "Board Members Self-Assessment Questionnaire," and the "Audit Committee Performance Evaluation Questionnaire" and the "Remuneration Committee Performance Evaluation Questionnaire" are also distributed for evaluation (Please refer to page23 of this annual report for the major dimensions to be evaluated). Regarding the performance evaluation of the Company's Board of Directors and functional committees in 2020, the overall operation was rated from good to excellent. The evaluation results were reported to the Board of Directors and used as a reference for the remuneration and nomination for the reappointment of individual directors. |
(I) Compliance with the Principles (II) Its establishment shall be implemented in the future according to relevant laws and regulations. (III) Compliance with the Principles |
27
| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (IV) Does the company regularly evaluate the independence of the CPAs? |
v | (IV) The Board of Directors of the Company regularly evaluates the independence of the CPAs annually and, through the investigation of the Company's stock agency, the Company confirms that the CPAs do not hold any shares of the Company, they do not hold any position in the Company and have no other financial interests and business relationship with the Company. A statement from the accounting firm about the role, responsibilities and independence of the certified public accountants has been obtained bythe Company. |
(IV) Compliance with the Principles |
|
| IV. Does the company appoint adequate persons and a chief governance officer to be in charge of corporate governance matters (including but not limited to providing directors and supervisors required information for business execution, assisting directors and supervisors in following laws and regulations, handling matters in relation to the Board meetings and shareholders' meetings and keeping minutes at the Board meetings and shareholders' meetings according to law)? |
v | Even though the Company has not established a head of corporate governance, the Finance Department is responsible for the promotion of corporate governance affairs on a part-time basis. The convener of these affairs is the Assistant General Manager of the Finance Department, with the following duties and responsibilities: 1. Providing information required for the Directors and Independent Directors to conduct business. 2. Inquiring the opinions of the directors prior to a board meeting for the purpose of planning and drafting the meeting agenda, and notify all the directors of the meeting at least 7 days before the meeting and provide them with appropriate information regarding the meeting so that the Directors may be aware of the proposals. In addition, meeting minutes shall be provided to the Directors after the meeting. 3. Registering the date of the shareholders' meeting annually as required by the law, preparing and filing meeting notice, handbook and minutes within the prescribed period, and filing for change of information when the Articles of Incorporation is amended or after a re-election of directors,if any. |
The establishment of head of corporate governance shall be implemented in the future according to relevant laws and regulations. |
|
| V. Does the company establish communication channels and a dedicated section on the company website for stakeholders (including but not limited to shareholders, employees, customers, and suppliers) to respond to material corporate social responsibility issues in aproper manner? |
v |
The Company has established a spokesperson and a deputy spokesperson to handle related matters, and has set up a special web pages for the stakeholders on the Company's website, and will appropriately respond to important corporate social responsibility issues of concern to the stakeholders. Website of special web pages for the stakeholders: http://mis281.wixsite.com/asehcc/branding-strategy |
Compliance with the Principles |
28
| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| VI. Does the company appoint a professional shareholder service agencyto deal with shareholder affairs? |
v |
The Company has appointed Transfer Agency Department, Fubon Securities to handle the affairs concerningthe shareholders' meeting. |
Compliance with the Principles |
|
| VII. Information disclosure (I) Does the company have a website to disclose the financial operations and corporate governance status? (II) Does the company have other information disclosure channels (e.g. building an English website, appointing designated people to handle information collection and disclosure, creating a spokesman system, and making the process of investor conferences available on the corporate website)? (III) Does the company publicly announce and file the annual financial reports within two months after the close of the given fiscal year and publicly announce and file the first, second, and third quarterly financial reports and the operation of each month ahead of the required deadline? |
v v |
v | (I) The Company discloses its financial business information on its website and discloses other related information on MOPS. Website of the special pages for the Company's investors: http://mis281.wixsite.com/asehcc/new-page-3 (II) The Company has assigned dedicated personnel to take charge of information collection and disclosure in accordance with regulatory requirements, as it aims to provide information that affect shareholders and stakeholders' decisions in a timely manner. Also, the spokesperson system has been implemented in accordance with relevant laws and regulations. (III) The Company has yet to achieve this goal. |
(I) Compliance with the Principles (II) Compliance with the Principles (III) Its execution shall be implemented in the future according to relevant laws and regulations. |
| VIII. Is there any other important information to facilitate a better understanding of the Company's corporate governance practices (including but not limited to employee rights, employee wellness, investor relations, supplier relations, stakeholder rights, Directors' and Supervisors' training records, implementation of risk management policies and risk evaluation measures, implementation of customer policies, and participation in liability insurance by Directors and Supervisors)? |
v |
1. Employee rights: Please refer to page64 of this annual report in the section of labor relations. 2. Caring for employees: The Company has established a welfare system that provides stability for employees' lives and a sound education and training system to build good relations with employees based on mutual trust and reliance. 3. Investor relations: The Company has set up dedicated personnel to handle suggestions from shareholders. 4. Supplier relations: The Company has always maintained good relations with suppliers. 5. Stakeholders: Stakeholders are able to engage with the Company and give suggestions to the Company to ensure that their legitimate interests are protected. 6. Continuingeducation of the Directors and Supervisors: Please refer to |
Compliance with the Principles |
29
| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| Table 1. 7. Implementation of risk management policies and assessment standards: Please refer to page207 of this annual report. 8. Implementation of customer policies: The Company provides customers with comprehensive information, technology and value-added services. Meanwhile, the Company strives to reduce costs so as to achieve the goal of profit sharing. 9. Purchase of liability insurance for Directors and Supervisors: The Company has purchased liability insurance for Directors since 2019 with renewal every year for an amount of US$10 million. The principal terms of the insurance policy for the last renewal period (June 30, 2020 - June 30, 2021) were reported at the Board of Directors meetingon July13,2020. |
||||
| IX. Please explain the improvements made in accordance with the Corporate Governance Evaluation results released by the Taiwan Stock Exchange’s Corporate Governance Center, and provide the priorities and plans for improvement with items yet to be improved. Improvements which have been made: 1. The Board of Directors has adopted the Performance Evaluation Method for the Board of Directors, and the Company has conducted the annual performance evaluation of 2020 in the beginning of 2021; the results have submitted to the first regular Board of Directors meeting in 2021. 2 The amendment to the Company's Articles of Incorporation has been approved, and all elections of Directors will adopt a candidate nomination system. Improvements which have not been made: 1 The Company will appoint a Corporate Governance Officer to be responsible for related corporate governance affairs and disclose the scope of functional authority, key business implementation items, and continuing education on the Company's website and annual report. 2. In order to enhance each Director’s expertise in operational judgment, accounting and financial analysis, operation management, crisis management, industry knowledge, international market perspective, leadership and decision-making, the Company will actively arrange further professional training courses for all Directors in coordination with their schedules. |
30
Table 1: Training of the Company's Directors from the most recent year to the date of publication of this Annual Report:
| Name | Date of Training | Training Institution | Course Name | Training Hours |
|---|---|---|---|---|
| Fang-Ying Chen |
2020.11.03 | Taiwan Accounting Research and Development Foundation | Analysis of Policy of "Assisting Companies in Enhancing the Ability to Prepare Financial Reports" and Internal Control Practices |
6 |
| 2020.11.25 | Taiwan Accounting Research and Development Foundation | Analysis of the Latest Corporate Governance Policies and the Establishment ofCorporateGovernance Personnel |
6 | |
| Hung-Lung Hung |
2020.09.22 | Taiwan Stock Exchange Corporation | Corporate Governance 3.0: Sustainable Development Road Map Summit Forum |
3 |
| 2020.12.17 | TaiwanCorporateGovernance Association | CorporateGovernance and Regulatory Compliance | 3 | |
| Wei-Li Tso | 2020.07.22 |
TaiwanCorporateGovernance Association | Competition for Management Rights andCase Analysis | 3 |
| 2020.09.11 | Taiwan Corporate Governance Association | Case Study of Corporate Governance: Corporate Culture and Shareholder Activism |
3 | |
| 2020.12.02 | TaiwanCorporateGovernance Association | The 16thCorporateGovernanceSummit Forum | 6 | |
| Chun-Chin Tu |
2020.09.30 | Securities and Futures Institute | Practice Studies for Directors, Supervisors (including Independent Directors), and Corporate Governance Officers |
3 |
| 2020.10.14 | Securities and Futures Institute | 2020 Policy Announcement & Briefing on the Prevention of Insider Trading and Equity Transfer by Insiders |
3 |
31
(VI) Composition, Responsibilities and Operation of the Remuneration Committee:
(1) Information on the members of the Remuneration Committee
| Title (Note 1) |
Criteria Name |
Meeting One of the Following Professional Qualification Requirements, Together with At Least Five Years of Work Experience |
Meeting One of the Following Professional Qualification Requirements, Together with At Least Five Years of Work Experience |
Meeting One of the Following Professional Qualification Requirements, Together with At Least Five Years of Work Experience |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Independence Criteria (Note 2) |
Number of Other Public Companies in Which the Individual is Concurrently Serving as a Remuneration Committee Member |
Remark . |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| An instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university |
A judge, public prosecutor, attorney, Certified Public Accountant, or other professional or technical specialist who has passed a national examination and been awarded a certificate in a profession necessary for the business of the Company |
Having work experience in the areas of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company |
1 |
2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | ||||
| Independent Director |
Wei-Li Tso | v | v | v | v | v | v | v | v | v | v | v | - | |||
| Independent Director |
Hung-Lung Hung |
v | v | v | v | v | v | v | v | v | v | v | v | - | ||
| Other | Hsin, Tai | v | v | v | v | v | v | v | v | v | v | v | - |
- Note 1: For the title, please fill in director, independent director, or others.
Note 2: Please check “✓” the corresponding boxes if the members meet the following conditions during the two years prior to the nomination and during the term of office.�
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(1) Not an employee of the Company or any of its affiliates.
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(2) Not a director or supervisor of the Company or any of its affiliates. Except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent.
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(3) Not a natural-person shareholder who holds shares, together with those held by the person’s spouse, minor children, or held by the person under others’ names, in an aggregate amount of 1% or more of the total number of outstanding shares of the Company or ranking in the top 10 in holdings.
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(4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of the manager listed in (1) or any person listed in (2) and (3).
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(5) Not a director, supervisor, or employee of an institutional shareholder that directly holds 5% or more of the total number of issued shares of the Company, or that ranks among the top 5 in shareholdings, or that designates its representative to serve as a director or supervisor of Aurora under Paragraph 1 or 2, Article 27 of the Company Act (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
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(6) Not a director, supervisor or employee of a company controlled by the same person who has shares over half of the Company's director seats or voting rights (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
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(7) Not a director, supervisor, or employee of another company or institution who, or whose spouse, is a chairman, president, or person holding an equivalent position of the Company (except for an independent director appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, the Company and its parent or subsidiary or a subsidiary of the same parent).
-
(8) Not a director (governor), supervisor, managerial officer, or shareholder holding 5% or more of the shares,
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of a specified company or institution that has a financial or business relationship with the Company. However, the aforementioned does not apply to the specified company or institution holding 20% or more and no more than 50% of the total number of issued shares of the public company and the independent directors appointed in accordance with the Act or the laws and regulations of the local country by, and concurrently serving as such at, a public company and its parent or subsidiary or a subsidiary of the same parent.
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(9) Not a professional individual, sole proprietorship, partnership, owner of a company or institution, partner, director (governor), supervisor, managerial officer or spouse thereof that provides auditing service for the Company or any of its affiliates, or provides commercial, legal, financial, or accounting service with cumulative remuneration less than NT$500,000 in the past two years. However, this does not apply in cases where members of the Remuneration Committee, the Review Committee for Public Tender Offer or the Special Committee for Mergers and Acquisitions perform their functions in accordance with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.
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(10) Not having been involved in any circumstances stipulated in Article 30 of the Company Act.
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(2) Information on the Operations of the Remuneration Committee
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A. There are a total of 3 members in the Remuneration Committee.
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B. The term for the current Remuneration Committee: From July 13, 2020 to July 12, 2023. A total of 2 (A) Remuneration Committee meetings were held in the most recent year. The attendance record of the Remuneration Committee members is as follows:
| Title | Name | Attendance in Person (B) |
Attendance by Proxy |
Actual Attendance Rate (%) (B/A) (Note 1) |
Remark |
|---|---|---|---|---|---|
| Convener | Wei-Li Tso | 2 | 0 | 100% | |
| Committee Member |
Hung-Lung Hung |
2 | 0 | 100% | |
| Committee Member |
Hsin, Tai | 2 | 0 | 100% | |
| Other matters to be recorded: I If the Board of Directors refuses to adopt or amends a recommendation of the Remuneration Committee, the date of the meeting, session, content of the motion, resolution by the Board of Directors, and the company’s response to the Remuneration Committee’s opinion (e.g., if the remuneration passed by the Board of Directors exceeds the recommendation of the Remuneration Committee, the circumstances and cause for the difference shall be specified): None. II If there are resolutions of the Remuneration Committee to which members object or express reservations, and for which there is a record or declaration in writing, the date of the meeting, session, content of the motion, all members'opinions and the response to members’opinion shall be specified: None. Date Contents of Motions Opinions of all member and the Company's handling of members' opinions The 5th Meeting of the 3rd Remuneration Committee March 6, 2020 Setting the Director's remuneration from the Company's distribution of earnings of 2019. All members in attendance voted in favor of the resolution without objections The 6th Meeting of the 3rd Remuneration Committee August 7, 2020 1. Setting the amount of individual remuneration for the Directors of the Company of 2019. 2. Setting the amount of employee bonuses for the managerial officers of the Company and its subsidiaries. 1. All members in attendance voted in favor of the resolution without objections 2. All members in attendance voted in favor of the resolution without objections |
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(V) Implementation of Corporate Social Responsibility and Deviation from the Corporate Social Responsibility Best Practice Principles for the TWSE/TPEx Listed Companies and reasons thereof:
| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description (Note 2) | ||
| I Does the company assess Environmental, Social and Governance (ESG) risks associated with its operations based on the principle of materiality, and establish related risk management policies or strategies? |
v | Although the Company has not formulated its Corporate Social Responsibility Best Practice Principles, it has long attached great importance to corporate social responsibility and incorporated ESG factors into the Company's management policies and operatingactivities. |
Its execution shall be implemented in the future according to relevant laws and regulations. |
|
| II Has the company established an exclusive (or concurrent) business unit authorized by the Board to be in charge of proposing the corporate social responsibility policies and reporting to the board? |
v | The Company has not yet established any exclusively (or concurrently) responsible unit. |
Its execution shall be implemented in the future according to relevant laws and regulations. |
|
| III Environmental issues (I) Has the Company established an environmental management system designed to industry characteristics? (II) Does the company endeavor to utilize all resources more efficiently and use renewable materials that have low impact on the environment? (III) Has the Company evaluate d the current and future potential risks and opportunities of climate change, and adopted countermeasures related to climate issues? |
v v |
v | (I) The Company has not yet formulated a relevant system. (II) The Company is committed to promoting recycle and reuse of photocopying paper, and encourages employees to use e-mail to communicate in order reduce the environmental impact by using less paper. (III) Based on the long-term development interests of the country, environmental protection and economic development, the Company regulates the activities of project development according to the environmental impact assessment regulations and considers environmental factors at the planning stage to achieve the goal of sustainable economic development. In terms of construction site management, active measures such as air pollution prevention and control, water pollution prevention and control,construction site waste reduction and |
(I) Its execution shall be implemented in the future according to relevant laws and regulations. (II) Compliance with the Principles. (III) Compliance with the Principles. |
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| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description (Note 2) | ||
| (IV) Does the Company collect data for greenhouse gas emissions, water usage and waste quantity in the past two years, and set energy conservation, greenhouse gas emissions reduction, water usage reduction and other waste management policies? |
v | removal, etc., are carried out to reduce environmental pollution. (IV) Although the Company did not calculate the total amount of greenhouse gas emissions, water consumption and total weight of waste disposal for the past two years, the operating sites adjusted the time and temperature of air-conditioning in a timely manner, LED light tubes with less electricity consumption were used, and water and electricitysavingwaspromoted. |
(IV) Its execution shall be implemented in the future according to relevant laws and regulations. |
|
| IV Social issues (I) Does the company formulate appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? (II) Has the company formulated and implemented reasonable employee welfare measures (including remuneration, rest and annual leave, and other benefits), and appropriately reflected the operating performance or achievements in the employee remuneration? (III) Does the company provide a healthy and safe work environment and organize health and safety training for its employees on a regular basis? |
v v v |
(I) The Company covers Labor Insurance and National Health Insurance for employees in accordance with various relevant laws and regulations, and contributes to labor retirement schemes to ensure labor rights. In addition, the Company offers group insurance for all employees. The Company respects internationally recognized basic labor and human rights principles The hiring, dismissal, and remuneration of employees are processed in accordance with the Company's internal control systems and management regulations to protect employees' basic rights interests. (II) The Company has formulated and implemented reasonable employee benefit measures. Please refer to the description of employee benefit policies on page 64 of this annual report. (III) The Company provides a safe and healthy working environment: 1. The Company has access control and monitoring system to ensure the safety of employees. 2. The Companyhas commissionedprofessional |
(I) Compliance with the Principles. (II) Compliance with the Principles. (III) Compliance with the Principles. |
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| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description (Note 2) | ||
| (IV) Does the company establish effective career development and training plans for its employees? (V) Does the company's product and service comply with related regulations and international rules for customers' health and safety, privacy,sales,labelingand setpolices to |
v v |
fire prevention institutions to conduct regular fire safety equipment tests. 3. Regular renewal of drinking water equipment and replacement of filters to ensure the hygiene and quality of drinking water. 4. Cleaning of the office space is outsourced for dedicated management and regular disinfection. 5. To embellish the working environment and improve air quality, green plants are regularly replaced every month. 6. Helmets and safety shoes are mandatory when entering the construction sites, and workplace safety regulations must be followed. 7. The Company provides regular health checkup to employees. 8. The Company holds lectures on environmental safety and health from time to time. 9. Air purifier and dehumidifier are put in the office to purify the air and maintain optimal humidity in order to provide a healthy and comfortable working environment for the employees. (IV) The Company encourages employees to participate in external professional training to enrich their working skills and for career development purposes. The Company also provides subsidies to employees for training courses in accordance with the Guidelines on Educational Training Incentive of the Employee Welfare Committee. (V) The Company's marketing and labeling of products and services follow relevant laws and regulations as well as international standards. Also,the |
(IV) Compliance with the Principles. (V) Compliance with the Principles. |
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| Evaluation Items | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | ImplementationStatus(Note 1) | Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description (Note 2) | ||
| protect consumers' rights and consumer appeal procedures? (VI) Does the company formulate and implement supplier management policies that require suppliers to follow relevant regulations on environmental protection, occupational safety and health or labor human rights? |
v | Company maintains good communication channels with customers, and provide transparent and effective handling procedures for customer complaints and after-sales services for our products and services. (VI) The Company has not yet established relevant provisions in the supplier contracts. However, in order to maintain the legitimate rights and interests of its suppliers, if the supplier violates the corporate social responsibility policies and cause damages to the rights of the Company, the Company may terminate the cooperative relationshipat anytime. |
(VI) Its execution shall be implemented in the future according to relevant laws and regulations. |
|
| V. Does the company refer to internationally-used standards or guidelines for the preparation of reports such as CSR reports to disclose non-financial information? Are the aforementioned reports certified or assured by a third-party accreditation body? |
v | The Company has not yet compiled any corporate social responsibility report. |
Its execution shall be implemented in the future according to relevant laws and regulations. |
|
| VI. If the Company has established corporate social responsibility best practice principles based on the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies, please describe the implementation and any deviations from the Principles: The Company has not yet established its Corporate Social Responsibility Best Practice Principles. |
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| VII. Other important information to facilitate a better understanding of corporate social responsibility practices: 1. Environmental protection: Responding to the government’s resource recycling policy, the Company implements sorting of waste, as well as reduces the use of disposable utensils such as paper cups and disposable tableware so as to avoid waste of resources and achieve the goals of preventing environmental pollution and making use of resources effectively. 2. Community participation, social contribution, social services and social welfare: The Company continues to provide quality and convenient residential real estate properties to improve the quality of life for the citizens. In addition to focusing on consumer rights, human rights and safety and health issues, we also put much emphasis on corporate social responsibility. |
||||
| VIII. If the Company's CSR reports have been verified byexternal certification institutions,a detailed account shall begiven: None. |
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(VI) Implementation of Corporate Social Responsibility and Deviation from the Corporate Social Responsibility Best Practice Principles for the TWSE/TPEx Listed Companies and reasons thereof:
| Evaluation Items | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| I. Establishment of ethical corporate management policies and programs (I) Does the company establish the ethical corporate management policies approved by the Board of Directors and declare its ethical corporate management policies and procedures in its guidelines and external documents, as well as the commitment from its Board to implement the policies? (II) Does the Company establish an evaluation mechanism for the risk of unethical conduct that regularly analyzes and evaluates business activities with higher risks of unethical conduct in the business scope? Does the Company formulate a plan to prevent unethical conducts, which at least covers the precautionary measures prescribed in Paragraph 2 of Article 7 of the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies? (III) Does the Company establish relevant policies which are duly enforced to prevent unethical conduct and provide implementation procedures, guidelines, disciplinary actions for violation of rules and complaint procedures in such policies? |
v v |
v | (I) Although the Company has not established policies concerning ethical corporate management at present, the Company has complied with relevant laws and regulations and actively implemented ethical corporate management. In the future, if there are laws and regulations which mandate their establishment or there are actual necessary considerations, these policies will be established depending on the situation then. (II) The work rules of the Company stipulate that employees shall not accept bribes or attempt to obtain personal gains in carrying out their duties, and shall not take advantage of their positions for themselves or others, in the hopes of putting an end to unethical conduct, which may bring great impact on business relations or trade behaviors. (III) Work rules for employees are established to prevent the occurrence of unethical conduct, and education and training for new employees are implemented to promote the concept of ethical business operation of the Company. |
(I) Its execution shall be implemented in the future according to relevant laws and regulations. (II) Compliance with the Principles. (III) Compliance with the Principles. |
| II. Fulfillment of ethical corporate operation (I) Does the company evaluate its business partners' ethical records and include ethics-related clauses in the business contracts signed with the counterparties? |
v | (I) When entering into contracts with other parties, the Company fully reviews the business operations of the counterparties and includes the ethical corporate management policies in business contracts. |
(I) Compliance with the Principles. |
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| Evaluation Items | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (II) Has the company established an exclusive (or concurrent) business unit, which is supervised by the Board and is exclusively or concurrently dedicated to business ethics and integrity and prevention of violation of such ethics and integrity, and report to the Board on its implementation status regularly (at least annually)? (III) Does the company establish policies to prevent conflicts of interest, provide appropriate communication channels, and implement them accordingly? (IV) Has the company established an effective accounting system and internal control system for the implementation of ethical corporate management, and that the internal audit unit evaluates whether unethical conduct takes place (Note) and deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and reasons thereof, states the evaluation results of risk of unethical conduct, and formulates relevant audit plans and check the compliance status with the plan to prevent unethical conduct accordingly, or entrust CPAs to perform the audit? |
v v |
v | (II) The Company has not yet established any exclusive (or concurrent) business unit dedicated to ethical business operation. (III) The Company's Rules for Procedure for Board of Directors Meetings clearly states that Directors should excuse himself or herself in relation to matters in which they themselves or any juristic person which they represent have personal interests. If the matter is harmful to the Company's interests, it shall be properly explained by the Directors and they shall answer questions related to the matter at the Board meeting. The Director shall recuse themselves from discussion and voting, nor shall they vote on behalf of another Director in this regard. (IV) The Company has a strict accounting system and a dedicated accounting unit. The financial reports are audited or reviewed by the certified public accountants to ensure the fairness of financial information disclosure. The internal auditors conduct regular/ad hoc audits in accordance with the statutory and operational requirements and report to the Audit Committee and the Board of Directors in order to implement the internal control system. |
(II) Its execution shall be implemented in the future according to relevant laws and regulations. (III) Compliance with the Principles. (IV) Compliance with the Principles. |
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| Evaluation Items | Implementation Status (Note 1) | Implementation Status (Note 1) | Implementation Status (Note 1) | Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|---|---|---|---|---|
| Yes | No | Summary Description | ||
| (V) Does the company regularly hold internal and external training on ethical corporate management? |
v | (V) The Company has not yet regularly held internal and external training on ethical corporate management. |
(V) Its execution shall be implemented in the future according to relevant laws and regulations. |
|
| III. Operation of the whistle-blowing system (I) Does the company establish both a reward/whistle-blowing system and convenient whistle-blowing channels? Are appropriate personnel assigned to the accused party? (II) Does the company establish standard operating procedures for the investigation of reported incidents, follow-up actions after the completion of investigation, and relevant confidentiality mechanisms? (III) Does the company provide protection for whistle-blowers against receiving improper treatment? |
v | Although the Company has not yet established a whistle-blowing and reward system, the Company attaches great importance to the promotion of ethical values within the Company, and encourages employees to report to the managerial officers, Directors or other appropriate personnel when they suspect or discover any violation of laws and regulations or the Company's rules. |
Its execution shall be implemented in the future according to relevant laws and regulations. |
|
| IV. Enhancing disclosure of ethical corporate management information (I) Does the company disclose the ethical corporate management policies and the results of its implementation on the company website and MOPS? |
v | The Company has not yet disclosed information related to ethical corporate management on its website. |
Its execution shall be implemented in the future according to relevant laws and regulations. |
|
| V. If the Company has established ethical corporate management best practice principles based on the Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies, please describe the implementation and any deviations from the Principles: The Company has not yet established its Ethical Corporate Management Best Practice Principles. |
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| VI. Other important information to facilitate a better understanding of ethical corporate management (e.g., review of and amendments to ethical corporate management best practice principles): Not applicable. |
Note: Whether ticking "Yes" or "No" in the operation status column, its operation status should be specified in the Summary Description column.
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(VII) Please disclose access to the Company's Corporate Governance Best Practice Principles and related rules and regulations, if any:
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The Company established the Rules of Procedure for Shareholders' Meetings, Rules of Procedure for Board Meetings, Rules for Election of Directors, Organization Charter of Remuneration Committee, and Organization Charter of Audit Committee.
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Relevant regulations are disclosed in the annual report and the shareholders' meeting handbook, which are available on the following websites. MOPS (https://mops.twse.com.tw/mops/web/index)
The Company's Website (http://www.asehcc.com.tw)http://www.asehcc.com.tw/
(VIII) Other information enabling better understanding of the Company's corporate governance: None.
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(IX) The following items concerning the implementation status of internal control shall be disclosed:
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Statement on Internal Control System
Hung Ching Development & Construction Co., Ltd.
Statement on Internal Control System
Date: March 5, 2021
The Company’s internal control system in 2020, based on the results of the self-assessment, is hereby declared as follows:
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I. The Company is well aware that the establishment, implementation and maintenance of the internal control system are the responsibilities of the Board of Directors and managerial officers of the Company and has thus established the system. Its purpose is to reasonably ensure that operational effectiveness and efficiency (including income, performance, and asset safety) and that reporting are reliable, timely, and transparent, as well as to reasonably assure compliance with relevant regulations and laws.
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II. An internal control system has its inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing its three aforementioned objectives. Moreover, the effectiveness of an internal control system may be subject to changes due to changes in surroundings and conditions. Nevertheless, the internal control system contains self-monitoring mechanisms, and the Company will take immediate remedial actions in response to any identified deficiencies.
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III. The Company judges the effectiveness of design and implementation of the internal control system based on the criteria provided in the "Regulations Governing the Establishment of Internal Control Systems by Public Companies" (hereinafter referred to as the "Regulations"). The criteria adopted by the Regulations identify five components of internal control based on the process of management control: 1. control environment; 2. risk assessment; 3. control activities; 4. information and communication; and 5. monitoring operations. Each key component includes several items. Please refer to the Regulations for the aforementioned items.
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IV. The Company has evaluated the effectiveness of the design and implementation of the internal control system pursuant to the Regulations.
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V. Based on the results of the determination in the preceding paragraph, the Company is of the opinion that, as of December 31, 2020, the internal control system (including the supervision and management of subsidiaries), including the design and implementation of the internal control system relating to the effectiveness and efficiency of the operations, reliability, timeliness, and transparency of reporting, and compliance with applicable laws and regulations, is effective and can reasonably assure the achievement of the foregoing goals.
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VI. This statement will be an integral part of the Company's annual report and prospectus and made public. Any falsehood, concealment, or other illegality in the aforementioned content made public will entail legal liability under Articles 20, 32, 171, and 174 of the Securities and Exchange Act.
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- VII. This statement was adopted by the Board of Directors in the meeting held on March 5, 2021, with none of the nine attending Directors expressing dissenting opinions, and the remainder all affirming the contents of the statement.
Hung Ching Development & Construction Co., Ltd.
Chairman: Wen-Hsiang Chien
General Manager: Chia-Pei Chou
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If a CPA has been hired to implement a special audit of the internal control system, the CPA audit report shall be disclosed: None.
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(X) Penalties imposed upon the Company and its employees according to law, penalties imposed by the Company upon employees for the violation of the internal control system policy, principal deficiencies, and improvement status during the most recent fiscal year up to the date of publication of the annual report: None.
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(XI) Major resolutions of shareholders' meeting and Board meetings during the most recent fiscal year up to the date of publication of the annual report:
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Major Resolutions of Shareholders' Meeting
| Date | Major Resolutions | Implementation Status |
|---|---|---|
| 2020.06.18 | 1. Adoption of the Company's 2019 Business Report and Financial Statements. |
1. Resolution has been announced in accordance with Article 230 of the CompanyAct. |
| 2. Adoption of the proposal of earnings distribution of 2019. |
2. September 2, 2020 was set as the ex-dividend date and September 18, 2020 the issuance date of cash dividend. |
|
| 3. Adoption of the amendment to the Articles of Incorporation. |
3. Approved by the Ministry of Economic Affairs on July 20, 2020. |
|
| 4. Adoption of the amendment to the Company's "Procedures for Endorsements and Guarantees." |
4. The proposal is adopted and has been implemented accordingto the resolution. |
|
| 5. Adoption of the authorization to the Board of Directors to select one or a combination of options or a combination of domestic issuance of common stocks by cash capital increase, issuance of common stock by cash capital increase to participate in the issuance of overseas depository receipts, or the issuance of domestic and foreign convertible corporate bonds to raise funds at the appropriate |
5. As of the date of publication of the annual report, the proposal has not been implemented. |
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| time. | ||
|---|---|---|
| 6. Election of the 12th directors and Independent Directors. The list of elected directors is as follows: Directors: Wen-Hsiang Chien, Tu-Tsun Wang, Chia-Pei Chou, Advanced Semiconductor Engineering, Inc. Representative Yuan-Yi Tseng, Advanced Semiconductor Engineering, Inc. Representative Ching-Chou Su, Shao Chang Investment Co., Ltd. Representative Ching-Hua Chen, Fang-Ying Chen, Chien-Hua Yao Independent Directors: Wei-Li Tso, Hung-Lung Hung,Chun-Chin Tu |
6. The newly elected Directors assumed office on July 13, 2020. |
|
| 7. Adoption of the waiver of non-competition clauses for newly elected Directors and their representatives. List of Directors whose non-competition clauses have been waived: Directors: Wen-Hsiang Chien, Tu-Tsun Wang, Chia-Pei Chou, Advanced Semiconductor Engineering, Inc. Representative Yuan-Yi Tseng, Advanced Semiconductor Engineering, Inc. Representative Ching-Chou Su, Shao Chang Investment Co., Ltd. Representative Ching-Hua Chen, Fang-Ying Chen, Chien-Hua Yao Independent Directors: Wei-Li Tso, Hung-Lung Hung,Chun-Chin Tu |
7. Implemented according to the resolution. |
2. Major Resolutions of the Board Meetings
| Date | Major Resolutions |
|---|---|
| 2020.03.06 |
I. Routine report matters II. Discussions 1. Adoption of the Company's remuneration for employees and Directors of 2019. 2. Adoption of the Company's final accounting books and statements of 2019. 3. Adoption of the proposal of earnings distribution of 2019. 4. Adoption of the amendment to the Articles of Incorporation. 5. Adoption of the operating guidelines of Self-evaluation or Peer Evaluation of the Board of Directors. 6. Adoption of the amendment to the Company's "Procedures for Endorsements and Guarantees." 7. Adoption of selecting one or a combination of options or a combination of domestic issuance of common stocks by cash capital increase, issuance of common stock by cash capital increase to participate in the issuance of overseas depository receipts, or the issuance of domestic and foreign convertible corporate bonds to raise funds at the appropriate time. 8. Adoption of the 2019 Statement on Internal Control System 9. Adoption of the appointment of CPAs and assessment of the independence of CPAs. 10. Adoption of the election of Directors. 11. Adoption of the nomination of Independent Director candidates. 12. Adoption of submitting the proposal to the shareholders' meeting for the waiver of non-competition clauses for newly elected Directors and their representatives. 13. Adoption of accepting shareholder nomination of Independent Directors at the 2020 Annual Shareholders' Meeting. 14. Adoption of applying for financing from correspondent financial institutions. 15.Adoptionofthe date, place, and agenda ofthe2020AnnualShareholders' Meeting. |
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Adoption of the operating guidelines of Self-evaluation or Peer Evaluation of the Board of Directors.
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Adoption of selecting one or a combination of options or a combination of domestic issuance of common stocks by cash capital increase, issuance of common stock by cash capital increase to participate in the issuance of overseas depository receipts, or the issuance of domestic and foreign convertible corporate bonds to raise funds at the appropriate time.
44
2020.05.08[I. Routine report matters ]
II. Discussions
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Adoption of the Company's consolidated financial statements for the first quarter of 2020.
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Adoption of the amendment to the Articles of Incorporation.
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Adoption of the election of Directors.
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Adoption of applying for financing from Ta Ching Bills Finance Corporation.
2020.06.05[For the construction of the K13 (Mabuchi Motor Factory) factory building, a joint ] development contract was signed with Advanced Semiconductor Engineering, Inc.
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2020.07.13 1. Election of Mr. Wen-Hsiang Chien as the new Chairman of the Company.
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Reappointment of Ms. Chia-Pei Chou as the General Manager of the Company. 3. Adoption of the reappointment of Ms. Wei-Li Tso, Mr. Hung-Lung Hung and Mr. Hsin Tai as the members of the Remuneration Committee of the Company.
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2020.08.07[I. Routine report matters ]
II. Discussions
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Adoption of the Company's consolidated financial statements for the second quarter of 2020.
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Adoption of setting the ex-dividend date.
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Adoption of the amount of individual remuneration for the Directors of the Company.
-
Adoption of the amount of bonuses for the managerial officers of the Company and its subsidiaries. 5. Adoption of applying for financing from correspondent financial institutions. 2020.11.06[I. Routine report matters ] II. Discussions 1. Adoption of the Company's consolidated financial statements for the third quarter of 2020. 2. Adoption of applying for financing from correspondent financial institutions. 3. Adoption of the Company's audit plan for 2020 proposed by the internal audit unit. 2020.11.13 Adoption of the proposal of purchasing office space located in Yang Sheng Financial Building. 2021.03.05[I. Routine report matters ] II. Discussions 1. Adoption of the Company's remuneration for employees and Directors of 2020. 2. Adoption of the Company's final accounting books and statements of 2020. 3. Adoption of the proposal of earnings distribution of 2020. 4. Adoption of selecting one or a combination of options or a combination of domestic issuance of common stocks by cash capital increase, issuance of common stock by cash capital increase to participate in the issuance of overseas depository receipts, or the issuance of domestic and foreign convertible corporate bonds to raise funds at the appropriate time. 5. Adoption of the 2020 Statement on Internal Control System 6. Adoption of the appointment of CPAs and assessment of the independence of CPAs. 7. Adoption of applying for financing from correspondent financial institutions. 8. Adoption of the by-election of Directors. 9. Adoption of the nomination of Director candidates. 10. Adoption of submitting the proposal to the shareholders' meeting for the waiver of non-competition clauses for the one Director who was elected through by-election. 11. Adoption of accepting shareholder nomination of one Director for by-election at the 2021 Annual Shareholders' Meeting. 12. Adoption of the date, place, and agenda of the 2021 Annual Shareholders' Meeting.
45
-
(XII) Recorded or written statements made by any Director or Independent Director which specified dissent to important resolutions passed by the Board of Directors during the most recent year and up to the date of publication of this annual report: None.
-
(XIII) Summary of resignation and removal of key individuals involved in the financial reporting of the Company, including Chairman, General Manager, head of accounting, head of finance, head of internal audit, and head of research and development departments, during the current fiscal year and as of the date of the annual report: None.
V. Information on CPA Professional Fees:
| Name of Accounting Firm | Name of Accounting Firm | Name of CPA | Name of CPA | Period Covered by CPA's Audit |
Period Covered by CPA's Audit |
Remark | |
|---|---|---|---|---|---|---|---|
| Deloitte & Touche | Shiuh-Ran Cheng |
Wang-Sheng Lin |
|||||
| Unit: NT$ thousand | |||||||
| Category of Fees Range |
Audit Fee | Non-audit Fee (Note) |
Total | ||||
| 1 | Under NT$2,000,000 | - | 130 | 130 | |||
| 2 | NT$2,000,000 - NT$3,999,999 | 2,520 | - | 2,520 | |||
| 3 | NT$4,000,000 - NT$5,999,999 | - | - | - | |||
| 4 | NT$6,000,000 - NT$7,999,999 | - | - | - | |||
| 5 | NT$8,000,000 - NT$9,999,999 | - | - | - | |||
| 6 | NT$10,000,000 and above | - | - | - |
(Note) Non-audit fee is for other information review
-
(I) Non-audit fee paid the CPA, the accounting firm in which the CPA works and its related companies the non-audit fees accounting for more than 1/4 of the audit fees: None.
-
(II) The accounting firm is replaced and the audit fee paid in the year of replacement is less than that in the previous year before replacement: None.
-
(III) The audit fee is more than 10% less than that in the previous year: None.
46
VI. Information on Replacement of CPA:
(I) Information on former CPAs
| Date of replacement | 2019.03.08 | 2019.03.08 | 2019.03.08 | 2019.03.08 | 2019.03.08 |
|---|---|---|---|---|---|
| Reasons and explanations of replacement |
Internal job rotation of Deloitte & Touche | ||||
| Description on whether the termination was initiated by the Company or the CPAs or the commission was rejected |
Involved party Condition |
Certified Public Accountant |
Client | ||
Terminationby the client |
N/A | ||||
Terminationby the CPAs |
|||||
| Opinions and reasons for issuing Auditor's Report which does not contain unqualified opinions in the mostrecent two years |
N/A | ||||
| Deviation form the issuer | Yes | Accounting principles orpractices | |||
| Disclosure of financialstatements | |||||
| Audit scope orprocedures | |||||
| Other | |||||
| None | v | ||||
| Note | |||||
| Additional disclosures (Items which shall be disclosed under Item 1-4, Subparagraph 6 of Article 10 ofthe Guidelines) |
None |
(II) Successive CPAs
| (II) Successive CPAs |
|
|---|---|
| Name of CPA Firm | Deloitte & Touche |
| Name of CPA | Shiuh-Ran Cheng,Wang-ShengLin |
| Date of appointment | 2019.03.08 |
| Inquiries into accounting treatments or principles for specific transactions and possible opinions on financial statements before appointment and results |
None |
| Succeeding CPA's written opinion of disagreement toward the former CPA |
None |
-
(III) Former CPAs' Reply to disclosures under Items 1 and 2-3, Subparagraph 6 of Article 10 of the Guidelines: None.
-
VII. The Company’s Chairman, General Manager and Managerial Officers Responsible for Finance or Accounting Who have been Employed in the Firm that the CPA works for or Its Affiliated Enterprises in the Most Recent Year: None.
-
VIII. Changes in Transfer of Equity and Pledge of Equity of Directors and Managerial Officers Holding More Than Ten Percent of Total Shares in the Most Recent Year and as of the Date of Publication of Annual Report:
47
(I) Changes in the number of shares held and pledged:
| Title | Name | 2020 | 2020 | Current Year as of April30,2021 |
Current Year as of April30,2021 |
|---|---|---|---|---|---|
| Increase (Decrease) in Number of SharesHeld |
Increase (Decrease) in Number of SharesPledged |
Increase (Decrease) in Number of SharesHeld |
Increase (Decrease) in Number of SharesPledged |
||
| Chairman | Wen-Hsiang Chien | - | - | - | - |
| Director/General Manager |
Chia-Pei Chou | - | - | - | - |
| Director | Tu-TsunWang | - | - | - | - |
| Director/Assistant General Manager |
Fang-Ying Chen | - | - | - | - |
| Director/Assistant General Manager |
Chien-Hua Yao | - | - | - | - |
| Director | Advanced Semiconductor Engineering,Inc. |
- | - | - | - |
| Director Representative | Yuan-Yi Tseng | - | - | - | - |
| Director Representative/Assistant General Manager |
Ching-Chou Su |
- | - | - | - |
| Director | Shao Chang Investment Co., Ltd. |
- |
- | - | - |
| Director Representative | Ching-Hua Chen | - | - | - | - |
| IndependentDirector | Hung-LungHung | - | - | - | - |
| IndependentDirector | Wei-Li Tso | - | - | - | - |
| IndependentDirector | Chun-Chin Tu | - | - | - | - |
| Executive Assistant General Manager |
Ching-Hua Chen | - | - | - | - |
| Assistant General Manager |
Hsiao-Wei Yao | - | - | - | - |
| Assistant General Manager |
Shun-Wan Pan | - | - | - | - |
| Deputy Assistant General Manager |
Chao-Liang Huang | - | - | - | - |
| Deputy Assistant General Manager |
Chao-Hsiang Huang | - | - | - | - |
| Major shareholders who hold more than 10% of allshares |
Jason C.S. Chang | - | (4,956,544) | - | - |
| Major shareholders who hold more than 10% of allshares |
Richard H.P. Chang | - | (5,961,602) | - | - |
(II) Stock transfers to related parties: None.
(III) Pledge of stock rights to related parties: None.
48
IX. Information on the Relationship among the Top Ten Shareholders
| Name | Current Shareholding |
Current Shareholding |
Shareholding of Spouse & Minor Children |
Shareholding of Spouse & Minor Children |
Total Shareholding by Nominee Arrangement |
Total Shareholding by Nominee Arrangement |
Name and Relationship between the Company’s Top Ten Shareholders, or Spouses or Relatives within Two Degrees of Kinship |
Name and Relationship between the Company’s Top Ten Shareholders, or Spouses or Relatives within Two Degrees of Kinship |
Remark |
|---|---|---|---|---|---|---|---|---|---|
| Shares | % | Shares | % | Shares | % | Name | Relation | ||
| Jason C.S. Chang |
5,045,451 | 1.87 | - | - | 79,315,218 | 29.34 | Advanced Semiconductor Engineering, Inc. Richard H.P. Chang |
Representative of the said Company Brothers |
|
| Advanced Semiconductor Engineering, Inc. Representative: Jason C.S. Chang |
68,629,782 | 25.39 | - | - | - | - | Jason C.S. Chang Richard H.P. Chang |
Representative of the Company General Manager of the Company |
|
| Richard H.P. Chang |
- | - | - | - | 33,700,042 | 12.49 | Advanced Semiconductor Engineering, Inc. Jason C.S. Chang |
General Manager of the said Company Brothers |
|
| Hung Ching New Co., Ltd. Representative: Yuan-Yi Tseng |
8,547,695 | 3.16 | - | - | - | - | None | None | |
| Chi Cheng Investment Co.,Ltd. |
1,905,000 | 0.70 | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | |
| Yin Chao Investment Co.,Ltd. |
1,400,000 | 0.52 | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | |
| Ti-Yung Lin | 1,274,000 | 0.47 | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | |
| Te-Min Liu | 1,107,000 | 0.41 | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | |
| Chao-Mei Wang | 1,060,000 | 0.39 | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) | |
| Min-Neng Kuo | 1,050,000 | 0.39 | (Note) | (Note) | (Note) | (Note) | (Note) | (Note) |
Note: The shareholders are not insiders of the Company who have been reported by the Company, and therefore the relevant information of their spouses, minor children or shares held by nominee arrangement cannot be obtained.
49
- X. Investment of the Company, the Company’s Directors and Managerial Officers and Subsidiaries Directly or Indirectly Controlled by the Company on the Re-investment Business, and Total Shareholding Ratio
April 30, 2021 Unit: Share; %
| April 30, 2021 Unit: Share;% |
April 30, 2021 Unit: Share;% |
|||||
|---|---|---|---|---|---|---|
| Reinvested company (Investments of the Company are accounted for using the equity method) |
Investments of the Company |
Investment by Directors, managerial officers and by companies directly or indirectly controlled by the Company |
Total ownership | |||
| Shares | Shareholding ratio(%) |
Shares | Shareholding ratio(%) |
Shares | Shareholding ratio(%) |
|
| Hung Ching Kwan Co., Ltd. Fuhua Engineering Co., Ltd. Hung Ching New Co., Ltd. Hooyai Hotel Co., Ltd. Hung Ching Co., Limited Shanghai Youhong Engineering Technical Consulting Co., Ltd. Shanghai Hong Rong Property Management Ltd. Co. ASE WeMall Management and Consulting Co., Ltd. Superb First Co., Ltd. Shanghai You ChangPropertyManagement Ltd. Co. |
82,494,545 65,000,000 46,300,000 828,000 1,099,000 0 0 500,000 600,000 0 |
63.5 100.0 100.0 46.0 100.0 0.0 0.0 100.0 100.0 0 |
35,497,273 0 0 0 0 0 0 0 0 0 |
27.3 0 0 0 0 100.0 100.0 0 0 100.0 |
117,991,818 65,000,000 46,300,000 828,000 1,099,000 0.0 0.0 500,000 600,000 0.0 |
90.8 100.0 100.0 46.0 100.0 100.0 100.0 100.0 100.0 100.0 |
50
Chapter 4 Capital Overview
I. Capital and Shares
(I) Source of Capital
1. Share type
April 30, 2021
| April 30,2021 | ||||||
|---|---|---|---|---|---|---|
| Share Type | Authorized Capital | Remark | ||||
| Outstanding Shares | Unissued Shares | Total | ||||
| Listed | Unlisted | Total | ||||
| Ordinaryshares | 270,306,000 shares | 0 shares | 270,306,000 shares | 270,000,000 shares | 540,306,000 shares |
2. Process of Capital Formation of the Company
April 30, 2021
| April 30, 2021 | April 30, 2021 | April 30, 2021 | April 30, 2021 | April 30, 2021 | April 30, 2021 | April 30, 2021 | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year/ Month |
Par Value (NT$) |
Authorized Capital | Paid-in Capital | Remark | ||||||||
| Shares (in thousand) |
Amount (NT$ thousand) |
Shares (in thousand) |
Amount (NT$ thousand) |
Source of Capital (NT$ thousand) | Capital Increase by Assets OtherthanCash |
Others | ||||||
| Cash | Earnings | Capital Surplus |
Total | Date of Approval |
Official Letter No. of Approval | |||||||
| 1986.12 1987.09 1988.12 1989.11 1992.05 1994.02 1995.01 1995.06 1996.06 1997.08 2002.06 2004.04 2005.12 2010.06 |
10,000 10,000 10,000 10 10 10 10 10 10 10 10 10 10 10 |
2.5 5 18 50,000 250,000 250,000 290,000 550,000 550,000 550,000 475,809 475,809 270,306 540,306 |
25,000 50,000 180,000 500,000 2,500,000 2,500,000 2,900,000 5,500,000 5,500,000 5,500,000 4,758,090 4,758,090 2,703,060 5,403,060 |
2.5 5 18 50,000 195,000 214,500 261,600 392,900 432,190 475,809 475,809 470,306 270,306 270,306 |
25,000 50,000 180,000 500,000 1,950,000 2,145,000 2,616,000 3,929,000 4,321,900 4,758,090 4,758,090 4,703,060 2,703,060 2,703,060 |
25,000 25,000 130,000 320,000 1,300,000 - 256,500 - - - - - - - |
- - - - 120,000 39,000 42,900 1,103,720 - 47,219 - - - - |
- - - - 30,000 156,000 171,600 209,280 392,900 388,971 - - - - |
25,000 25,000 130,000 320,000 1,450,000 195,000 471,000 1,313,000 392,900 436,190 - - - - |
None None None None None None None None None None None None None None |
1989.11.09 1992.04.16 1993.12.08 1994.11.14 1995.05.18 1996.05.15 1997.07.15 2005.11.24 |
Securities Supervisory Commission (78) Tai-Tsai-Cheng (I) No. 02327 Securities Supervisory Commission (81) Tai-Tsai-Cheng (I) No. 00728 Securities Supervisory Commission (82) Tai-Tsai-Cheng (I) No. 44439 Securities Supervisory Commission (83) Tai-Tsai-Cheng (I) No. 43979 Securities Supervisory Commission (84) Tai-Tsai-Cheng (I) No. 29292 Securities Supervisory Commission (85) Tai-Tsai-Cheng (I) No. 31153 Securities Supervisory Commission (86) Tai-Tsai-Cheng (I) No. 52990 Financial Supervisory Commission Chin-Kuan-Cheng-I No. 0940138382 |
- Private placement of securities: There Company does not have any private placement of securities.
51
(II) Structure of Shareholders
| (II) Structure of Shareholders |
(II) Structure of Shareholders |
(II) Structure of Shareholders |
(II) Structure of Shareholders |
(II) Structure of Shareholders |
(II) Structure of Shareholders |
(II) Structure of Shareholders |
|---|---|---|---|---|---|---|
| April 30,2021 | ||||||
| Structure of Shareholders Amount |
Government Agencies |
Financial Institutions |
Other Juridical Persons |
Domestic Natural Persons |
Foreign Institutions and Natural Persons |
Total |
| Number of Shareholders |
- | - | 33 | 6,790 | 50 | 6,873 |
| Number of Shares Held |
- | - | 127,912,612 | 64,120,466 | 78,272,922 | 270,306,000 |
| Percentage of Shareholding |
- | - | 47.32% | 23.72% | 28.96% | 100% |
(III) Shareholding Distribution Status
| (III) Shareholding Distribution Status | (III) Shareholding Distribution Status | (III) Shareholding Distribution Status | (III) Shareholding Distribution Status |
|---|---|---|---|
| April 30,2021 | |||
| Class of Shareholding (Shares) | Number of Shareholders |
Number of Shares Held | Shareholding Percentage (%) |
| 1~999 | 2,357 | 461,015 | 0.17 |
| 1,000~5,000 | 3,220 | 6,708,365 | 2.48 |
| 5,001~10,000 | 507 | 4,230,344 | 1.57 |
| 10,001~15,000 | 166 | 2,164,383 | 0.80 |
| 15,001~20,000 | 127 | 2,389,452 | 0.88 |
| 20,001~30,000 | 129 | 3,336,349 | 1.23 |
| 30,001~50,000 | 117 | 4,704,733 | 1.74 |
| 50,001~100,000 | 114 | 8,316,258 | 3.08 |
| 100,001~200,000 | 60 | 8,904,281 | 3.29 |
| 200,001~400,000 | 29 | 8,260,767 | 3.06 |
| 400,001~600,000 | 15 | 7,214,299 | 2.67 |
| 600,001~800,000 | 7 | 5,012,566 | 1.85 |
| 800,001~1,000,000 | 6 | 5,499,000 | 2.03 |
| 1,000,001and above | 19 | 203,104,188 | 75.14 |
| Total | 6,873 | 270,306,000 | 100.00 |
(IV) List of Major Shareholders
| (IV) List of Major Shareholders | (IV) List of Major Shareholders | (IV) List of Major Shareholders |
|---|---|---|
| April 30,2021 | ||
| Shares Name of MajorShareholders |
Shareholding (shares) |
Shareholding Percentage (%) |
| Jason C.S. Chang Advanced Semiconductor Engineering, Inc. Richard H.P. Chang Hung Ching New Co., Ltd. Chi Cheng Investment Co., Ltd. Yin Chao Investment Co., Ltd. Ti-Yung Lin Te-Min Liu Chao-Mei Wang Min-NengKuo |
84,361,243 68,629,782 33,770,042 8,547,695 1,905,000 1,400,000 1,274,000 1,107,000 1,060,000 1,050,000 |
31.21 25.39 12.49 3.16 0.70 0.52 0.47 0.41 0.39 0.39 |
52
(V) Information on Market Price, Net Value, Earnings, and Dividends per Share
Unit: NT$; share
| Unit: NT$;share | |||||
|---|---|---|---|---|---|
| Item | Year | 2019 |
2020 | Current Year as of April 30, 2021 |
|
| Market Price per Share |
Highest | 25.75 | 23.00 | 25.35 | |
| Lowest | 20.60 | 15.05 | 18.25 | ||
| Average | 22.89 | 19.68 | 20.68 | ||
| Net Value perShare |
Before Distribution | 30.95 | 30.34 | - | |
| After Distribution | 29.15 | (Note) | N/A | ||
| Earnings perShare |
Weighted Average Shares | 261,758,305 | 261,758,305 | 261,758,305 | |
| Earnings per Share | 2.84 | 1.49 | - | ||
| Dividends per Share |
Cash Dividends | 1.8 | 1.4 (Note) | - | |
| Stock Dividends |
- | - | - | ||
| - | - | - | |||
| Accumulated Unpaid Dividends |
- | ||||
| Return on Investment |
Price/Earnings Ratio | 8.06 | 13.21 | - | |
| Price/Dividend Ratio | 12.72 | 14.06 (Note) | - | ||
| Cash Dividend Yield | 7.86% | 7.11%(Note) | - |
Note: Proposal of distribution of earnings for 2020 has not been approved by the shareholders' meeting.
(VI) Dividend Policy and Implementation Status:
- Dividend Policy of the Company
The Company's current industrial development is in a mature period while the business development is still at a growth stage with investment plans and funding requests in the coming years. Therefore, in addition to the above-mentioned policies, the distribution of earnings in accordance with the provisions of Article 24 of the Articles of Incorporation shall be based on at least 20% by cash dividends and the remainder shall be distributed in the form of stock dividends as distribution of shareholders' dividends and bonuses for the year. However, if the Company obtains sufficient funds from external parties to meet its funding requests for the year, the proportion of cash dividends distributed above shall be increased to 40% on a discretionary basis.
As stated in the preceding paragraph, the Company may determine the most appropriate dividend policy and payment method depending on the actual operation of the year and taking into account the capital budget planning for the subsequent year.
-
Distribution of dividends proposed in the shareholders' meeting:
-
(1) On March 5, 2021, The Company's Board of Directors proposed that the dividend to shareholders of NT$378,428,400 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$1.4 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
53
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.
-
(2) The shareholders' ex-dividend date shall be determined by the Board of Directors after a resolution is made at the shareholders' meeting.
-
(VII) Effect upon operation performance and earnings per share of the bonus shares proposed to be issued at this shareholders' meeting:
No bonus shares will be issued at this shareholders' meeting.
-
(VIII) Remuneration of Employees and Directors
-
Percentage or scope of remuneration of employees and Directors as stipulated in the Articles of Incorporation:
- Article 23 of the Company's Articles of Incorporation: The Company shall allocate 1%~7% of the profit of the fiscal year as employees' compensation if has profit in the year. The employees' compensation will be distributed in share or cash by the resolution of the Board of Directors. The employees of the subordinate company that meet certain conditions may be granted such compensation. The Board of Directors can determine by resolution to allocate no more than 3% of the above-mentioned profit as directors' compensation. The proposal of distributing employees' and Directors' remuneration shall be reported to the shareholders' meeting.
When there are accumulated losses, the Company shall offset the appropriate amounts before remuneration and then allocate the remuneration and compensation of the employee and directors in proportion to the preceding paragraph.
-
The proposal concerning remuneration distribution adopted in Board of Directors meeting on March 5, 2021 is:
-
(1) The proposed cash distribution of employees' remuneration is NT$16,946,259 and Directors' remuneration (excluding Independent Directors) is NT$8,473,130.
-
(2) The proposed amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company only financial reports or individual financial reports for the current period and total employee compensation: No employee compensation is distributed in stocks this year.
-
Distribution of earnings of the most recent fiscal year as employees' and Directors' remuneration: Cash distribution of employees' remuneration is NT$35,907,317 and Directors' remuneration (excluding Independent Directors) is NT$15,709,451.
54
-
(IX) Status of the Company's repurchase of its own shares: The Company has not repurchased any of its own shares in the most recent year and up to the publication date of this annual report.
-
II. Administration of Corporate Bonds, Preferred Stock, Global Depository Receipts, Employee Stock Option, New Restricted Employee Stock, and Mergers and Acquisitions
-
(I) Corporate Bonds: None.
-
(II) Preferred Stock: None.
-
(III) Global Depository Receipts: None.
-
(IV) Employee Stock Option: None.
-
(V) New Restricted Employee Stock: None.
-
(VI) Mergers and Acquisitions: None.
III. Financing Plans and Implementation
(I) Description of Plans
Each uncompleted public issue or private placement of securities, and to such issues and placements that were completed in the most recent three years but have not yet fully yielded the planned benefits: None.
(II) Implementation Status
As of the quarter prior to the publication of the annual report, regarding the usage of each plan mentioned in the previous clause, an item-by-item analysis that compares operation statuses and expected benefits conducted: None.
- (III) Content of major capital expenditures and sources of funds: None.
55
Chapter 5 Operational Highlights
I. Business Activities
(I) Scope of Business:
- Major lines of business:
Property development and sales, industrial plant development and leasing, construction management, real estate trading, real estate leasing, wholesale of building materials, wholesale of fireproof materials, department stores, supermarkets, international trade, beverage stores, restaurants, landscaping and interior design, etc.
-
Operating proportion: Investment in and construction of public housing and commercial buildings, and leasing and sales of commercial buildings and smart industrial plants and office buildings, which accounts for 100% of the revenue of the parent company.
-
Current products of the Company: Mainly are residential or factory and office buildings, including:
25-story residential buildings - ASE Center
4-story apartments - Boshih
Duplex buildings - Seventh-generation of Earl Villa
12-story residential buildings - Peony Buildings A and B
25 to 28-story commercial and residential buildings - Tucheng SunMoon Light
11-story residential buildings - Liyuan
22-story residential buildings - Emperor Court
- 17-story residential buildings - Hung Ching Lustrous
Factory and office building - Kaohsiung Second Park Building E (K25) plant office building (construction completing and soon to be launched for sales)
13-story residential buildings - Mingde section of Tucheng (under construction)
Factory and office building - Kaohsiung Nanzih Technology Industrial Park (K13) plant office building (under construction)
-
New products under development: Construction of factory and office buildings and Zhubei joint construction project.
-
(II) Industry Overview
-
Current status and development of the industry
The construction industry is mainly engaged in general private residential construction projects and real estate development, trading, and leasing, etc. The construction industry usually acquires the land first and is responsible for the initial planning and design of the entire building up to the final sales. For the completion of a construction project, construction companies are required to entrust other relevant industries to perform division of labor, including the engineering consulting companies and architecture firms required for the initial construction planning and design, construction companies responsible for the actual construction process, the relevant manufacturers and suppliers of building materials, interior decoration, materials, electrical engineering, sanitary equipment, and professional agencies for subsequent sales of the real estate property.
56
Affected by COVID-19 in the first half of 2020, the global supply chain, stock and bond markets, and oil prices fluctuated sharply. Countries all lowered their economic growth rate forecasts and lowered interest rates in response to the economic difficulties caused by COVID-19. The Central Bank of Taiwan also announced in March 2020 that it would cut interest rates by 25 basis points to end the "14 consecutive freezes" of interest rates, which has broken the record of the number during the financial tsunami. Besides, due to the return of many talents in the Sino-US trade war in 2019 and the good control of COVID-19 in Taiwan, public confidence has recovered. Many Taiwanese businessmen have returned to Taiwan to purchase properties. The abundant funds have driven the continuous influx of buying in the real estate market, which has led to hot transactions in the Taiwanese real estate market. In 2020, the number of sold and transferred buildings across Taiwan reached 326,600, an annual increase of 8.8%, an extremely high record in 7 years.
With respect to the real estate market in 2021, in terms of the global economic and financial situation, the global economy is expected to recover with the introduction of COVID-19 vaccines and financial incentive packages in various countries, but the global economic outlook remains highly uncertain due to the lack of availability of the vaccines, causing the pandemic in various countries to keep heating up, coupled with the tense relationship between the United States and China. In respect of the domestic economic and financial situation, the Board of Directors of the Central Bank of the ROC (Taiwan) maintained the interest rate unchanged in March and expects the domestic economy to continue the growth momentum and trend of 2020 in 2021. After the Central Bank implemented targeted and prudent measures in December 2020, the scale of growth of real estate loans from banks remained large. In order to prevent excessive capital from flowing to the housing market and to reduce the credit risk of real estate granted by financial institutions, the Central Bank continued to propose adjustments to selective credit control measures this March to reduce loan ratio for specific targets. Since the end of last year, the government agencies successively proposed measures to improve the housing market. Except for the vacant house tax, which remains controversial, the version 2.0 of real estate price registration and the real estate and land integration tax are expected to be officially implemented in July. The long-term effect of the various policies on the property market remains uncertain, but by observing the market performance in the first quarter, the housing markets in Taoyuan, Taichung, Tainan and Kaohsiung have already cooled down, and it is expected that the behaviors of real estate speculation will be effectively reduced in the future.
- Relationship among upstream, midstream, and downstream companies of the industry
The principal business of the construction industry is the construction and sale of housing to customers, it is therefore located in the downstream. The upstream manufacturers, except for the raw materials of land, are mainly steel and cement companies, as well as tile, paint, planning and design, and interior decoration companies, etc. The midstream manufacturers are construction companies, and some real estate developers have integrated their construction businesses and have their own list of subcontractors, and they outsource the purchasing of raw materials and executing construction works to these subcontractors. Some real estate developers use the method of large-scale contracting and outsource the entire project to construction companies, and the construction company is responsible for purchasing relevant raw materials. The Company adopts the latter method in its operation. In
57
terms of the industrial correlation within the construction industry, the upstream manufacturers have the most influence, and the reason is that if the cost of land acquisition is too high or the upstream manufacturers increase the selling price of raw materials, it will reduce the profit of the construction companies, which will directly affect the construction cost within the construction industry, and eventually, the increased cost will be reflected in the selling price of real estate properties.
- Product development trends and current status of competition
With the changing of times and the progress of society, consumers' demand for quality of living has also increased, albeit relatively. Therefore, focusing on property locations, design and planning, space utilization, and safe and convenient products is the trend of the future. Therefore, real estate products in the future will be buildings which are able to integrate delicate, practical, safe, green, and high-tech qualities.
(III) Overview of Technologies and R&D Work:
Expenses dedicated to R&D and products successfully developed in the most recent fiscal year up to the date of publishing of the annual report: None.
(IV) Long-term and Short-term Business Development Plan
- Short-term business plan
The sales of Tucheng Sun Moon Light and Xizhi Liyuan continue, and the Emperor Court on Yanping South Road and Hung Ching Lustrous project in Xinzhuang have also been completed and the sales began in 2020. ASE WeMall, located in Tucheng, features a movie theater, restaurants, and international sports brands, gaming arcade for parents and children, and hypermarkets, etc., to meet the daily shopping and leisure needs of local residents. The mall has become a new landmark in Tucheng as it provides great convenience to the townspeople. The Kaohsiung Second Park Building E (K25) plant office building obtained the Building Use Permit in February 2021, and its sales will begin in the second quarter of 2021. The residential building in Mingde section of Tucheng began construction works in the first quarter of 2020, and is planned to be completed in the third quarter of 2022. The soil and water conservation as well as miscellaneous construction works of the Zhubei joint construction project started in February 2020, and is set to complete at the end of 2021. The construction of Kaohsiung Nanzih Technology Industrial Park (K13) plant office building began in October 2020, and is planned to be completed in the fourth quarter of 2023.
- Long-term business plan
The Company will actively look for suitable and high-quality targets and develop them by purchasing or joint construction. The Zhubei joint construction project has entered the stage of soil and water conservation. In addition, the Company has acquired more than 3,000 pings of urban planning land in the Puqian section of Banqiao District, New Taipei City. In addition to the land, the Company also continues to actively search for suitable construction sites in Taipei City and New Taipei City for future development. Also, we have purchased about 2,500 pings of land in Beitun District, Taichung City, which will be developed at an appropriate time. Suitable commercial and office buildings can also be purchased and leased, and the Company will seek further growth of business with a steady pace and gradual progress.
58
II. Market and Sales Overview
(I) Market Analysis
- Sales regions of main products
The principal business activities of the Company are investment in the construction of public housing, leasing and sales of factory buildings and commercial buildings. Since its establishment, the Company has been dedicated itself to the development of Earl Villa in Xizhi area. The main products include duplex overlapping villas, detached villas, semi-detached overlapping villas, duplex residential buildings, and residential towers and apartment units and four-story apartment buildings, which are all unique real estate properties, as the Company is the pioneer in developing large-scale communities in Taiwan. With a diversified property portfolio and in order to diversify risks, the Company, apart from the real estate projects in Xizhi, continues to sell seven 25 to 28-story residential and commercial complex buildings in Tucheng. ASE WeMall, a new one-stop shop community shopping center, has also commenced operation, which combines a total of 29,000 pings of exquisite residential tower and 8,000 pings of premium shopping mall to provide residents in Tucheng and in New Taipei City a brilliant experience in dining, shopping and recreation. The construction of Emperor Court, a 22-story residential building located on Yenping South Road and Hung Ching Lustrous, a 17-story residential building in Xinzhuang have been completed, and are currently on sale. In terms of product design, new concepts and new styles will also be introduced to build high-quality properties sold at reasonable prices to meet the diverse needs of home buyer in various regions. In addition to the construction of public housing, the Company is also actively developing "Smart Factory and Office Buildings" in Kaohsiung. As the Company’s properties held for sale are all located domestically, the sales regions are in Taiwan.
- Market share
The Company's completed residential properties are mainly located in Xizhi, on Sec. 2, of Zhongyang Road, Tucheng District, in Xinzhuang, and on Yenping South Road, Taipei City, while the factory and office buildings are scattered in Kaohsiung and Zhongli. The market share varies with the economic boom, the number of properties currently on the market and the condition of clearing out unsold properties, making it difficult to assess the exact market share of the Company.
-
3 Future market supply and demand:
-
According to the statistics of the Construction and Planning Agency, Ministry of the Interior, a total of 19,243 building permits for residential properties were issued throughout the year of 2020, representing a decrease of 6.68% from 20,620 in 2019. The total number of properties in 2020 was 159,826, an increase of 7.7% from 147,798 in 2019. In addition, according to the Real Estate Index from Cathay Real Estate, the number of saleable properties and their total value in 2020 were 92,727 units and NT$1,324.8 billion, respectively, compared with 96,212 units and NT$1,272.5 billion units in 2019, representing a decrease of 3.62% and an increase of 3.89%, respectively. The overall supply of real estate property in 2020 does not change much from that in 2019.
59
In terms of demand, factors affecting the demand in the real estate market are changes in population, changing household structure, changes in income, changes in employment opportunities, changes in loan or financial conditions, changes in expected economy cycles (housing prices) and taxation. In the past two years, the number of Taiwanese businesses in Mainland China gradually returned, resulting in very active trading of commercial offices, factory and offices, office buildings and land transactions, and indirectly driving the residential property market. According to the private sector survey on housing purchase intentions for the first quarter of 2021, the survey was conducted after the Central Bank’s selective credit control measures launched, and the results showed that the general public regards the policy as effective and saw a fall of about 8% reduction in the housing price in the quarter. However, the government’s communication toward the public on this policy mainly focused on "reducing real estate speculation." Therefore, although the public's views on the future housing market have cooled slightly, they are not pessimistic about the housing market per se, so the impact on the demand of self-use housing is relatively limited.
-
Favorable and unfavorable factors relating to future development and countermeasures:
-
(1) Favorable factors:
-
A. Government promotion of economic investment programs and major infrastructure plans to boost the domestic economy and increase international competitiveness, as well as the promotion of investment action plans for encouraging Taiwanese businesses to return from Mainland China and accelerating urban renewal plans.
-
B. Maintaining low mortgage rates and increasing the general public's willingness to purchase real estate properties.
-
C. The general public's real estate purchasing habits and their pursuit of living spaces and quality will make the conditions of real estate trading continue as it is.
-
-
(2) Unfavorable factors:
-
A. In Taiwan, there is limited land available for construction, and quality land is increasingly difficult to acquire.
-
B. The increase of raw material prices causes the increase of construction costs.
-
C. Implementation of tax systems such as vacant house tax, luxury property tax, and real estate and land integration tax affects the general public's willingness to purchase housing.
-
-
(3) Countermeasures:
-
A. In addition to traditional land acquisition methods, the Company also develops diversified land development methods, such as joint construction with the landowners, or participation in urban renewal projects.
-
B. Careful selection of quality construction team members, improvement of operation procedures, enhancement of internal management and reduction of working hours to reduce the impact of increases of costs.
-
60
(II) Usage and Manufacturing Processes of Main Products:
-
Usage of main products
-
(1) Buildings: Residential, shops, offices, large display space
-
(2) Villas: Residential, leisure, parking space
-
(3) Apartments: Residential, shops, and parking spaces
-
(4) Factory and office buildings: Factories, offices, car parking spaces
-
Manufacturing processes of main products:
==> picture [435 x 73] intentionally omitted <==
----- Start of picture text -----
Market Land Plan Design
research development
Marketing and Construction Completion and After-sales
delivery service
planning
----- End of picture text -----
(III) Supply of the Major Raw Materials
-
Land acquisition policy:
-
(1) Selection of regions: Due to the continuous expansion of the metropolitan area of Taipei and the continuous growth of the population originally from other regions of Taiwan, as well as the completion of various infrastructure promoted by the government, the real estate demand in Taipei City and New Taipei City is significantly more prominent than in other regions. Therefore, the land acquisition of the Company is still mainly focused in Taipei City and New Taipei City. In recent years, the development of Taichung and Kaohsiung has also made continuous progress, and the Company is also willing to invest in quality targets for development.
-
(2) Land category: The Company is a professional construction company and the acquired land must be first and foremost for suitable development and construction. Also, the Company never engages in speculation on land. Therefore, priority is given to the lands suitable for immediate development of residential and commercial buildings when selecting land.
-
Source of lands: The source of land acquired is divided into private lands and the lands acquired through tendering. The former comes from the introduction of land agents, while the latter comes from pieces of land subject to tendering, such as land owned by National Property Administration, Ministry of Finance, municipal and county governments, public utilities or private organization, etc., which is generally sold through open tendering.
-
(1) Acquisition method: When a project evaluated by the development plan as suitable for investment comes up, the Company will purchase the land for construction or engage in joint construction with the landowners.
61
-
(2) Conditions of acquisition: The acquisition of land shall be based on clear ownership, reasonable return on investment, and controllable development risks.
-
(IV) Customers with 10% or More of Total Purchase (Distribution), Amount and Percentage in Any Given Year within the Most Recent Two Years
Unit: NT$ thousand
| Year Category |
2020 | 2020 | 2019 | 2019 | 2021(as of March 31) | 2021(as of March 31) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Amount | Percentage to the Total Annual Net Purchases (%) |
Relationship with the Issuer |
Name |
Amount | Percentage to the Total Annual Net Purchases (%) |
Relationship with the Issuer |
Name |
Amount | Percentage to the Total Net Purchases up to the End of the Previous Quarter of the Current Year(%) |
Relationship with the Issuer |
|
| Sales | Others (Note) |
3,354,573 | 96.62% |
None | Others (Note) | 4,008,941 | 62.46% |
None | Others (Note) | 1,680,842 | 98.37% |
None |
| Sales | Advanced Semiconductor Engineering, Inc. and its subsidiaries |
117,357 |
3.38% |
Investor having significant influence |
Advanced Semiconductor Engineering, Inc. and its subsidiaries |
2,409,083 |
37.54% |
Investor having significant influence |
Advanced Semiconductor Engineering, Inc. and its subsidiaries |
27,854 | 1.63% |
Investor having significant influence |
| Net sales | 3,471,930 | 100.00% |
Net sales | 6,418,024 | 100.00% |
Net sales | 1,708,696 | 100.00% |
Note 1: All are general purchase of real estate properties and the general public who rent properties, and the net sales ratio is less than 10%.
(V) Production Volume and Value for the Most Recent Two Years:
Unit: NT$ thousand
| Unit: NT$thousand | Unit: NT$thousand | |||||
|---|---|---|---|---|---|---|
| Production Volume and Value Year Product |
2020 | 2019 | ||||
| Production Capacity |
Production Volume |
Production Value | Production Capacity |
Production Volume |
Production Value | |
| Real estate development | - | - | 1,120,581 | - |
- | 1,506,739 |
| Construction | - | - | - | - |
- | 681 |
(VI) Sales Volume and Value for the Most Recent Two Years:
Unit: NT$ thousand
| Unit: NT$ thousand | ||||
|---|---|---|---|---|
| Sales Volume and Value Year Product |
2020 |
2019 | ||
| Sales Volume | Sales Value | Sales Volume | Sales Value | |
| Real estate development | - | 3,164,448 | - |
6,127,832 |
| Lease | - | 144,612 | - |
144,104 |
| Construction | - | 621 | - |
681 |
| Others | - | 162,249 | - |
145,407 |
| Total | - | 3,471,930 | - |
6,418,024 |
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III. Information Regarding Employees in the Most Recent Two Years and as of the Date of Publication of Annual Report
| Year | 2020 | 2019 | April30,2021 | |
|---|---|---|---|---|
| Number of Employees |
Administration Personnel | 54 | 57 | 54 |
| Construction Personnel | 68 | 62 | 68 | |
| Total | 122 | 119 | 122 | |
| AverageAge | 49.2 | 47.39 | 49.53 | |
| AverageYears ofService | 9.54 | 9.97 | 9.87 | |
| Education Level Distribution Percentage |
Ph.D. | - | - | - |
| Master'sDegree | 5.74% | 5.04% | 5.74% | |
| Bachelor'sDegree | 70.49% | 71.43% | 70.49% | |
| High School | 23.77% | 23.53% | 23.77% |
IV. Environmental Protection Expenditure
-
(I) Losses Suffered in the Most Recent Fiscal Year and in the Current Fiscal Year up to April 30, 2021 due to Environmental Pollution Incidents: None.
-
(II) Future response strategies:
Although the construction industry is less likely to cause ecological and environmental pollution during the production process, such as air, and water sources, the dust, dirt and waste soil generated during the construction process are also prone to environmental nuisance. The status of environmental protection of the Company is as follows:
-
According to the laws and regulations, the application of the permit for relevant environmental pollution facilities is the responsibility of waste shipping companies, and they can start their operation only after they have obtained the permit from the competent authorities.
-
The residential building in Mingde section of Tucheng and the Kaohsiung Factory and Office Buildings, both under construction, and the upcoming Zhubei joint construction project, all adhere to strict supervision in terms of environmental protection and the spirit of being neighborly. So far, there has been no pollution incident, and it is expected that there will be no major environmental protection expenditures in the next two years.
63
V. Labor Relations
(I) Employee Benefits Policies
-
Employee Benefits
-
(1) Establishing the Employee Welfare Committee to implement various welfare measures, including organizing domestic and overseas trips for employees, subsidies for on-the-job training, subsidies for employees' personal health examination, cash gifts for celebratory occasions, and consolation fee for hospitalization and disaster relief, etc.
-
(2) Group insurance for all employees, including life insurance, accident insurance, medical insurance and cancer insurance, etc., with premiums fully borne by the Company.
-
(3) Wedding cash gift and funeral/burial subsidy.
-
(4) The Company implements its Employee Retirement Guidelines.
-
(5) Establishing incentives for employees to purchase and lease real estate properties.
-
(6) Providing bonuses and performance bonuses for Dragon Boat Festival, Mid-Autumn Festival and Lunar New Year.
-
(7) Implementing the employee dividend system.
-
(8) Providing health examination for employees.
-
(9) Providing scheduled shuttle bus services for employees to and from work.
-
Continuing education and training
In order to implement the Company's operating principles and philosophy and enhance the work performance and quality of the employees, with a view to the mutual growth and development of the Company and the employees, the Company may conduct on-boarding training for new employees according to their business needs and development, and provide continuing education and training of the professional knowledge and skills for current employees.
-
Retirement system and implementation status
-
(1) The Company settled its Labor Retirement Reserve Fund (The Old Fund) on June 30, 2005 in accordance with Official Letter Bei-Shi-Lao-I No. 09536549100 issued by Department of Labor, Taipei City Government.
-
(2) The Company has been contributing no less than 6% of the monthly salary as labor pension funds to individual labor pension accounts at the Bureau of Labor Insurance, Ministry of Labor (hereinafter "the Bureau") for employees covered by the Act since July 1, 2005.
Employees who met any of the following criteria below may apply for voluntary retirement by filling out the Retirement Application Form:
-
*Having worked for more than 15 years and having reached the age of 55;
-
*Having worked for more than 25 years; or
-
*Having worked for more than 10 years and having reached the age of 60.
64
(II) Measures for Protecting Employees' Rights and Interests
-
Negotiations between employer and employees:
-
Since the establishment of the Company, it has attached great importance to labor-management harmony, employee rights and interests, and employee benefits. Therefore, the Company's labor-management relationship has always been harmonious and positive, as there has been no incidents of labor disputes occurred.
-
Measures for preserving employees' rights and interests
-
Harmonious labor-management relations are the source of a company's growth. The Company has always adhered to the spirit of profit sharing among employees, providing appropriate responses to the reasonable demands of employees, and fostering the concept of coexistence and co-prosperity between employees and the Company. The regulations of and measures for the labor relations are well implemented in accordance with applicable laws.
(III) Labor disputes
- The Company's labor relation has been harmonious, as there has never been any labor disputes.
(IV) Fulfilling Corporate Social Responsibility
-
Whether the Company is compliant with relevant labor laws and regulations and respect internationally recognized principles for human rights of workers:
-
The Company covers Labor Insurance and National Health Insurance in accordance with various relevant regulations and makes contributions to the Labor Pension Fund to ensure labor rights. Also, all employees of the Company are covered by group insurance. In addition, the Company respects internationally recognized principles for human rights of workers. The hiring, dismissal, and remuneration of employees are processed in accordance with the Company's management regulations to protect employees' basic rights and interests.
-
Whether the Company has established an employee hotline or grievance mechanism to handle complaints and a regular communication mechanism between the employer and employees:
-
Employees of the Company may file complaints or their opinions on prospective improvements to the Company in writing and the receiving unit will report the incident and handle it immediately.
-
Employees who would like to provide suggestions to the Company or have any work-related questions can be raised through the following channels:
-
(1) Letters in the Suggestion Mailbox.
-
(2) Department communication meetings (or forums).
-
(3) Communication meetings hosted by the Administration Department.
-
(4) General Manager's forums.
65
-
3 Whether the Company provide a healthy and safe working environment and organize training on health and safety for its employees on a regular basis:
-
(1) The Company has access control and monitoring system to ensure the safety of employees.
-
(2) The Company has commissioned professional fire prevention institutions to conduct regular fire safety equipment tests.
-
(3) Regular renewal of drinking water equipment and replacement of filters to ensure the hygiene and quality of drinking water.
-
(4) Cleaning of the office space is outsourced for dedicated management and regular disinfection.
-
(5) To embellish the working environment and improve air quality, green plants are regularly replaced every month.
-
(6) Helmets and safety shoes are mandatory when entering the construction sites, and workplace safety regulations must be followed.
-
(7) The Company provides regular health checkup to employees.
-
(8) The Company holds lectures on environmental safety and health from time to time.
-
(9) Air purifier and dehumidifier are put in the office to purify the air and maintain optimal humidity in order to provide a healthy and comfortable working environment for the employees.
-
Whether the Company established effective career development training plans:
The Company encourages employees to participate in external professional training to enrich their working skills and for career development purposes. The Company also provides subsidies to employees for training courses in accordance with the Guidelines on Educational Training Incentive of the Employee Welfare Committee.
VI. Important Contracts
| Type of Contract |
Involved Party | Contract Duration | Major Contents | Restrictions |
|---|---|---|---|---|
| Real estate lease contract |
Hooyai Hotel Co., Ltd. |
2010.12.01-2025.12.31 | Leasing of No. 3, Fuchun Street, Hsinchu City by Hooyai Hotel Co., Ltd. |
None |
| Construction contract |
Fuhua Engineering Co., Ltd. | 2014.03.10 | Construction of the project in Xinzhuang Fuduxin |
None |
| Construction contract |
Fuhua Engineering Co., Ltd. | 2018.01.22 | Second renovation project of the shopping mall in the new Tucheng development project |
None |
| Construction contract |
Fuhua Engineering Co., Ltd. | 2018.01.22 | Second renovation project of the residential area in the new Tucheng development project |
None |
| Construction contract |
Fuhua Engineering Co., Ltd. | 2018.04.16 | Renovation project of Yenping South Road development project |
None |
| Construction contract |
Fuhua Engineering Co., Ltd. | 2018.07.23 | Turnkey project of the new project in Mingde section of Tucheng |
None |
| Construction contract |
Fuhua Engineering Co., Ltd. | 2018.11.30 | Second extra construction work of the project in Xinzhuang Fuduxin |
None |
| Construction contract |
Fuhua Engineering Co., Ltd. | 2019.07.24 | Structural engineering of ASE Inc.'s new Kaohsiung Second Park Building E plant office building |
None |
| Construction contract |
Fuhua Engineering Co., Ltd. | 2020.05.06 | New development and construction project of Fubaitian Community |
None |
66
Chapter 6. Financial Information
-
I. Condensed Balance Sheets, Statements of Comprehensive Income and Audit Opinion for the Past Five Fiscal Years
-
(I) Condensed Balance Sheets (Consolidated)
| (I) Condensed Balance Sheets (Consolidated) |
(I) Condensed Balance Sheets (Consolidated) |
(I) Condensed Balance Sheets (Consolidated) |
(I) Condensed Balance Sheets (Consolidated) |
(I) Condensed Balance Sheets (Consolidated) |
(I) Condensed Balance Sheets (Consolidated) |
(I) Condensed Balance Sheets (Consolidated) |
(I) Condensed Balance Sheets (Consolidated) |
|---|---|---|---|---|---|---|---|
| Unit: NT$thousand | |||||||
| Year Item |
FinancialSummaryforthePastFiveFiscal Years (Note1) |
Financial data of the current year as of March 31, 2021 (Note2) |
|||||
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Current assets | 9,007,884 | 9,690,569 |
13,335,661 | 15,792,253 |
13,446,169 | (Not applicable) |
|
| Financial assets measured at fair value through other comprehensive income - non-current- net |
3,587,830 | 3,676,591 |
2,577,736 |
0 |
0 |
||
| Available-for-sale financial assets- non-current |
0 | 0 |
0 |
3,367,176 |
2,828,693 |
||
| Financial assets measured at cost- non-current |
0 | 0 |
0 |
202,777 |
219,930 |
||
| Investments accounted for using equitymethod |
0 | 0 |
9,781 |
13,867 |
16,683 |
||
| Property, plant and equipment |
726,370 | 741,200 |
760,744 |
777,009 |
791,654 |
||
| Intangible assets | 0 | 18,261 | 0 |
4,250 | 3,750 | ||
| Investment properties | 3,463,063 | 3,584,675 | 3,699,986 | 1,248,334 | 1,276,991 |
||
| Otherassets | 272,735 | 276,304 | 169,608 |
218,528 | 226,068 | ||
| Totalassets | 17,057,882 | 17,987,600 |
20,553,516 | 21,624,194 | 18,809,938 |
||
| Current liabilities |
Before Distribution |
6,696,025 | 6,755,233 |
8,974,891 |
13,954,871 |
6,986,583 |
|
| After Distribution |
(Note 3) | 7,241,783 |
9,299,258 |
14,171,116 |
7,202,828 |
||
| Non-currentliabilities | 2,057,955 | 2,752,402 | 4,785,559 |
24,322 | 4,433,711 |
||
| Total liabilities | Before Distribution |
8,753,980 | 9,507,635 |
13,580,450 |
13,979,193 |
11,420,294 |
|
| After Distribution |
(Note 3) | 9,994,185 |
13,904,817 |
14,195,438 |
11,636,539 |
||
| Equity attributable to owners ofparent |
7,942,533 | 8,101,179 |
6,577,331 |
7,230,723 |
6,959,994 |
||
| Share capital | 2,703,060 | 2,703,060 | 2,703,060 | 2,703,060 | 2,703,060 | ||
| CapitalSurplus | 312,561 | 297,175 |
286,918 | 280,080 | 273,242 | ||
| Retained earnings |
Before Distribution |
2,807,588 | 2,653,770 |
2,485,262 |
2,195,820 |
2,378,090 |
|
| After Distribution |
(Note 3) | 2,167,220 |
2,160,895 |
1,979,575 |
2,161,845 |
||
| Otherequity | 2,575,136 | 2,653,770 | 1,557,903 | 2,507,575 | 2,061,414 | ||
| Treasury stock | (455,812) | (455,812) | (455,812) | (455,812) | (455,812) | ||
| Non-controllinginterests | 361,369 | 378,786 | 395,735 | 414,278 | 429,650 | ||
| Total equity | Before Distribution |
8,303,902 | 8,479,965 |
6,973,066 |
7,645,001 |
7,389,644 |
|
| After Distribution |
(Note 3) | 7,993,415 |
6,648,699 |
7,428,756 |
7,173,399 |
Note 1: The above annual financial information has been audited by the CPAs unless otherwise noted.
Note 2: Up to the date of publication of the annual report, the review of financial information of the first quarter of 2021 has not been completed by the CPAs.
- Note 3: Up to the date of publication of this annual report, the 2021 Annual Shareholders' Meeting is yet to be held. Therefore, the amount after the distribution is left blank for the time being.
67
Condensed Balance Sheets (Parent Company Only)
Unit: NT$ thousand
| Unit: NT$thousand | |||||||
|---|---|---|---|---|---|---|---|
| Year Item |
FinancialSummaryforthePastFiveFiscal Years (Note1) |
Financial data of the current year as of March 31, 2021 (Note2) |
|||||
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Current assets | 8,474,965 | 9,388,695 | 12,999,285 | 15,480,545 | 12,493,719 | (Not applicable) |
|
| Financial assets measured at fair value through other comprehensive income - non-current- net |
3,587,830 | 3,676,591 |
2,577,736 |
0 |
0 |
||
| Available-for-sale financial assets - non-current |
0 | 0 |
0 |
3,367,176 |
2,828,693 |
||
| Financial assets measured at cost- non-current |
0 | 0 |
0 |
202,777 |
219,930 |
||
| Investments accounted for using equitymethod |
1,295,343 | 1,390,882 |
1,272,594 |
1,320,333 |
1,509,783 |
||
| Property, plant and equipment |
35,057 | 35,915 |
37,269 |
35,405 |
36,314 |
||
| Intangible assets | 0 | 0 | 0 | 4,250 | 3,750 | ||
| Investment properties | 2,972,066 | 3,081,464 | 3,179,643 |
667,454 | 680,718 |
||
| Otherassets | 246,020 | 265,174 | 159,555 |
209,505 | 205,663 | ||
| Totalassets | 16,611,281 | 17,838,721 |
20,226,082 |
21,287,445 |
17,978,570 | ||
| Current liabilities |
Before Distribution |
6,633,007 | 7,010,216 |
8,872,515 |
14,042,269 |
6,599,306 |
|
| After Distribution |
(Note 3) | 7,496,766 |
9,196,882 |
14,258,514 |
6,383,061 |
||
| Non-currentliabilities | 2,035,060 | 2,727,326 | 4,776,236 | 14,453 | 4,419,270 | ||
| Total liabilities | Before Distribution |
8,668,748 | 9,737,542 |
13,648,751 |
14,056,722 |
11,018,576 |
|
| After Distribution |
(Note 3) | 10,224,092 |
13,973,118 |
14,272,967 |
10,802,331 |
||
| Equity attributable to owners ofparent |
7,942,533 | 8,101,179 |
6,577,331 |
7,230,723 |
6,959,994 |
||
| Share capital | 2,703,060 | 2,703,060 | 2,703,060 | 2,703,060 | 2,703,060 | ||
| CapitalSurplus | 312,561 | 297,175 |
286,918 | 280,080 | 273,242 | ||
| Retained earnings |
Before Distribution |
2,807,588 | 2,902,986 |
2,485,262 |
2,195,820 |
2,378,090 |
|
| After Distribution |
(Note 3) | 2,416,436 |
2,160,895 |
1,979,575 |
2,161,845 |
||
| Otherequity | 2,575,136 | 2,653,770 | 1,557,903 | 2,507,575 | 2,061,414 | ||
| Treasury stock | (455,812) | (455,812) | (455,812) | (455,812) | (455,812) | ||
| Total equity | Before Distribution |
7,942,533 | 8,101,179 |
6,577,331 |
7,230,723 |
6,959,994 |
|
| After Distribution |
(Note 3) | 7,614,629 |
6,252,964 |
7,014,478 |
6,743,749 |
Note 1: The above annual financial information has been audited by the CPAs unless otherwise noted.
Note 2: Up to the date of publication of the annual report, the review of financial information of the first quarter of 2021 has not been completed by the CPAs.
Note 3: Up to the date of publication of this annual report, the 2021 Annual Shareholders' Meeting is yet to be held. Therefore, the amount after the distribution is left blank for the time being.
68
Condensed Statements of Comprehensive Income (Consolidated)
Unit: NT$ thousand
| Unit: NT$thousand | ||||||
|---|---|---|---|---|---|---|
| Year Item |
Financial Summary for the Past Five Fiscal Years (Note 1) |
Financial data of the current year as of March 31, 2021 (Note 2) |
||||
| 2020 | 2019 | 2018 | 2017 | 2016 | ||
| Operatingrevenue | 3,471,930 | 6,418,024 | 4,541,733 | 178,365 | 747,110 |
(Not applicable) |
| Gross operating profit | 1,077,382 | 1,575,924 | 1,297,914 | 126,306 | 249,596 |
|
| Operatingincome | 408,033 | 882,783 |
578,913 |
(60,061) | 51,072 | |
| Non‑operatingincome and expenses | (11,538) | (18,849) | (33,229) | 108,228 | 49,514 |
|
| Income before income tax | 396,495 | 863,934 |
545,684 |
48,167 |
100,586 |
|
| Income from continuingoperations | 373,736 | 725,142 |
400,188 |
18,603 |
48,770 |
|
| Loss from discontinued operations | 0 | 0 |
0 |
0 |
0 |
|
| Net income(loss) | 373,,736 | 725,142 |
400,188 |
18,603 |
48,770 |
|
| Other comprehensive income or loss (Net amount after tax) |
(78,634) | 1,095,867 | (845,036) | 446,161 | (427,135) | |
| Total comprehensive income | 295,102 | 1,821,009 | (444,848) | 464,764 | (378,365) | |
| Net income attributable to owners of parent |
391,153 | 742,091 |
418,731 |
33,975 |
63,921 |
|
| Net income attributable to non-controllinginterests |
(17,417) | (16,949) |
(18,543) |
(15,372) | (15,151) |
|
| Comprehensive income attributable to owners ofparent |
312,519 | 1,837,958 | (426,305) | 480,136 | (363,214) | |
| Comprehensive income attributable to non-controllinginterests |
(17,417) | (16,949) |
(18,543) |
(15,372) | (15,151) |
|
| Earningsper Share | 1.49 | 2.84 |
1.60 |
0.13 |
0.24 |
Note 1: The above annual financial information has been audited by the CPAs unless otherwise noted.
Note 2: Up to the date of publication of the annual report, the review of financial information of the first quarter of 2021 has not been completed by the CPAs.
Condensed Statements of Comprehensive Income (Parent Company Only)
Unit: NT$ thousand
| Unit: NT$thousand | ||||||
|---|---|---|---|---|---|---|
| Year Item |
Financial Summary for the Past Five Fiscal Years (Note 1) |
Financial data of the current year as of March 31, 2021 (Note 2) |
||||
| 2020 | 2019 | 2018 | 2017 | 2016 | ||
| Operatingrevenue | 3,300,535 | 6,264,599 | 4,384,582 | 39,850 | 43,776 | (Not applicable) |
| Gross operating profit | 939,937 | 1,228,161 | 1,117,475 | 50,032 | 90,268 | |
| Operatingincome | 399,543 | 695,931 | 537,379 | (17,719) | 18,453 | |
| Non‑operatingincome and expenses | (1,306) | 150,136 | 2,597 | 55,669 | 61,580 | |
| Income before income tax | 398,237 | 846,067 | 539,976 | 37,950 | 80,033 | |
| Income from continuingoperations | 391,153 | 742,091 | 418,731 | 33,975 | 63,921 | |
| Loss from discontinued operations | 0 | 0 | 0 | 0 | 0 | |
| Net income(loss) | 391,153 | 742,091 | 418,731 | 33,975 | 63,921 | |
| Other comprehensive income or loss (Net amount after tax) |
(78,634) | 1,095,867 | (845,036) | 446,161 | (427,135) | |
| Total comprehensive income | 312,519 | 1,837,958 | (426,305) | 480,136 | (363,214) | |
| Earningsper Share | 1.49 | 2.84 | 1.60 | 0.13 | 0.24 |
Note 1: The above annual financial information has been audited by the CPAs unless otherwise noted.
Note 2: Up to the date of publication of the annual report, the review of financial information of the first quarter of 2021 has not been completed by the CPAs.
69
(III) Names of the Auditors and Their Opinions for the Past Five Fiscal Years
| Year | Name of CPAs | Name of Accounting Firm | Audit Opinion | Reasons for Replacement of CPAs |
|---|---|---|---|---|
| 2016 | Jui-Chan Huang Cheng-HsiuYang |
Deloitte & Touche | Unqualified opinion | None |
| 2017 | Jui-Chan Huang Cheng-HsiuYang |
Deloitte & Touche | Unqualified opinion | None |
| 2018 | Jui-Chan Huang Cheng-HsiuYang |
Deloitte & Touche | Unqualified opinion | None |
| 2019 | Shiuh-Ran Cheng Wang-ShengLin |
Deloitte & Touche | Unqualified opinion | Internal adjustment of division of labor atDeloitte &Touche |
| 2020 | Shiuh-Ran Cheng Wang-ShengLin |
Deloitte & Touche | Unqualified opinion | None |
II. Financial Analysis for the Past Five Fiscal Years
(1) Financial Analysis (Consolidated)
| Analysis Items | Year (Note 1) (Note 3) |
Financial Analysis for the Past Five Fiscal Years |
Financial Analysis for the Past Five Fiscal Years |
Financial Analysis for the Past Five Fiscal Years |
Financial Analysis for the Past Five Fiscal Years |
Financial Analysis for the Past Five Fiscal Years |
Financial data of the current year as of March 31, 2021 (reviewed by CPAs) |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Financial structure (%) |
Debtratio | 51.32 | 52.86 |
66.07 | 64.65 | 60.71 | (Not applicable) |
| Ratio of long-term capital to property, plant, and equipment |
1,426.53 | 1509.83 | 1,542.43 | 983.90 | 1,490.24 | ||
| Solvency (%) | Currentratio | 134.53 | 143.45 | 151.63 | 113.17 | 192.46 | |
| Quick ratio | 9.34 | 5.16 |
5.83 | 1.50 | 5.92 | ||
| Interest coverageratio | 4.42 | 7.78 |
4.57 | 3.08 | 8.93 | ||
| Operating ability |
Accounts receivable turnover rate (times) |
81.53 | 57.01 |
49.24 |
1.36 |
4.97 |
|
| Average daysforcash receipts | 4.48 | 6.40 | 7.41 | 269.15 | 73.51 | ||
| Inventory turnover rate (times) | 0.28 | 0.46 | 0.24 | 0.00 |
0.04 | ||
| Accounts payable turnover rate (times) |
2.82 | 4.46 |
3.07 |
0.06 |
0.55 |
||
| Average daysforsale ofgoods | (Not applicable) | ||||||
| Turnover rate for property, plant, and equipment (times) |
4.78 | 8.66 |
5.97 |
0.23 |
0.94 |
||
| Total assets turnover rate (times) |
0.20 | 0.36 |
0.22 |
0.01 |
0.04 |
||
| Profitability | Assetsreturn ratio (%) | 2.79 | 4.42 | 2.62 |
0.21 |
0.35 |
|
| Equityreturn ratio (%) | 4.45 | 9.39 | 5.48 | 0.25 | 0.63 | ||
| Pre-tax profit to paid-in capital (%) (Note 7) |
15.10 | 31.96 |
20.19 |
1.78 |
3.72 |
||
| Net profitratio (%) | 10.76 | 11.30 | 8.81 | 10.43 | 6.53 | ||
| Earnings pershare (NT$) | 1.43 | 2.77 | 1.53 | 0.07 | 0.19 | ||
| Cash flow | Cash flowratio (%) | 22.00 | 60.44 | 14.87 |
(16.91) | (48.54) | |
| Cash flow adequacyratio (%) | (416.11) | (57.15) | (75.50) | (76.02) | (62.42) | ||
| Cash reinvestmentratio (%) | 9.24 | 32.16 |
8.99 | (31.65) | (30.03) | ||
| Leverage | Operatingleverage | 8.51 | 7.27 |
7.85 | (2.97) | 14.63 | |
| Financial leverage | 1.40 | 1.17 | 1.36 | 0.72 | 1.33 |
||
| Explanations for significant changes in financial ratios for the most recent two years (Analysis is not required if the change is within 20%) 1. The increase in the accounts receivable turnover rate in 2020 is mainly due to the decrease in average accounts receivable. 2. Decrease in inventory turnover rate in 2020 comparing with that in 2019 is mostly attributable to the decrease in the cost of goods sold,as there were no completion or sales of major constructionprojects in 2020. |
70
Financial Analysis (Parent Company Only)
| Year (Note 1) Analysis Items (Note 3) |
Year (Note 1) Analysis Items (Note 3) |
Financial Analysis for the Past Five Fiscal Years |
Financial Analysis for the Past Five Fiscal Years |
Financial Analysis for the Past Five Fiscal Years |
Financial Analysis for the Past Five Fiscal Years |
Financial Analysis for the Past Five Fiscal Years |
Financial data of the current year as of March 31, 2021(reviewed byCPAs) |
|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2018 | 2017 | 2016 | |||
| Financial structure (%) |
Debt ratio | 52.19 | 54.59 |
67.48 |
66.03 |
61.29 |
(Not applicable) |
| Ratio of long-term capital to property, plant,and equipment |
28,463.00 | 30,104.58 |
30,463.84 |
20,422,89 | 31,304.42 | ||
| Solvency (%) | Current ratio | 127.77 | 133.93 |
146.51 |
110.24 |
189.32 |
|
Quick ratio |
6.95 | 2.87 |
4.37 |
0.48 |
0.77 |
||
| Interest coverage ratio | 4.57 | 7.88 |
4.63 |
2.97 |
9.64 |
||
| Operating ability |
Accounts receivable turnover rate(times) |
112.89 | 68.41 |
60.00 |
14.94 |
20.39 |
|
| Average days for cash receipts | 3.23 | 5.34 |
6.08 |
24.43 |
17.90 |
||
| Inventoryturnover rate(times) | 0.29 | 0.48 |
0.24 |
(0.00) |
(0.00) | ||
| Accounts payable turnover rate (times) |
1.90 | 3.28 |
2.27 |
(0.01) |
(0.07) |
||
| Average days for sale ofgoods | (Not applicable) | ||||||
| Turnover rate for property, plant,and equipment(times) |
94.15 | 174.43 |
117.65 |
1.13 |
1.21 |
||
| Total assets turnover rate (times) |
0.20 | 0.35 |
0.22 |
0.00 |
0.00 |
||
| Profitability | Assets return ratio(%) | 2.92 | 4.55 |
2.73 |
0.27 |
0.43 |
|
| Equityreturn ratio(%) | 4.88 | 10.11 |
6.07 |
0.48 |
0.88 |
||
| Pre-tax profit to paid-in capital (%) (Note 7) |
14.78 | 25.75 |
19.98 |
1.40 |
2.96 |
||
| Netprofit ratio(%) | 11.85 | 11.85 |
9.55 |
85.26 |
146.02 |
||
| Earningsper share(NT$) | 1.49 | 2.84 |
1.60 |
0.13 |
0.24 |
||
| Cash flow | Cash flow ratio(%) | 20.44 | 57.07 |
13.97 |
(17.71) |
(53.13) | |
| Cash flow adequacyratio(%) | 193.09 | (84.66) |
(91.71) | (78.23) | (79.36) | ||
| Cash reinvestment ratio(%) | 8.61 | 33.57 |
8.92 |
(36.71) |
(33.00) | ||
| Leverage | Operatingleverage | 8.26 | 9.00 |
8.16 |
(2.25) |
2.37 | |
| Financial leverage | 1.39 | 1.21 |
1.38 |
0.48 |
2.01 |
||
| Explanations for significant changes in financial ratios for the most recent two years (Analysis is not required if the change is within 20%) 1. The increase in the accounts receivable turnover rate in 2020 is mainly due to the decrease in average accounts receivable. 2. Decrease in inventory turnover rate in 2020 comparing with that in 2019 is mostly attributable to the decrease in the cost of goods sold, as there were no completion or sales of major constructionprojects in 2020. |
-
Note 1: Years which has not been audited and certified by the CPAs shall be noted.
-
Note 2: The companies who are listed or whose shares are traded at securities exchange shall include the financial data for the year one quarter before the printing date of the annual report into the financial statements of the year for analysis.
Note 3: The following formulas shall be listed at the end of the table above:
-
Financial structure
-
(1) Debt ratio = Total liabilities/Total assets.
-
(2) Ratio of long-term capital to property, plant, and equipment = (Total equity + Non-current liabilities)/Net value of property, plant, and equipment.
-
Solvency
-
(1) Current ratio = Current assets/Current liabilities.
-
(2) Quick ratio = (Current assets - Inventories - Prepaid expenses)/Current liabilities.
-
(3) Interest coverage ratio = Income before tax and interest expenses/Interest expenses.
-
Operating ability
-
(1) Accounts receivable (including accounts receivable and notes receivable generated from operations) turnover rate = Net sales/Average balance of accounts receivable (including accounts receivable and notes receivable generated from operations) for each period.
-
(2) Average days for cash receipts = 365/Accounts receivable turnover rate.
-
(3) Inventory turnover rate = Cost of goods sold/Average inventories.
71
- (4) Accounts payable (including accounts payable and notes payable generated from operations) turnover rate = Cost of goods sold/Average balance of accounts payable (including accounts payable and notes payable generated from operations) for each period.
- (5) Average days for sale of goods = 365/Inventory turnover rate.
- (6) Property, plant, and equipment turnover rate = Net sales/Average net property, plant, and equipment.
- (7) Total assets turnover rate = Net sales/Average total assets.
-
Profitability
-
(1) Assets return ratio = [Income after tax + Interest expenses x (1 - tax rate)]/Average total assets.
-
(2) Equity return ratio = Income after tax/Average total equity.
-
(3) Net profit margin = Income after tax/Net sales.
-
(4) Earnings per share = (Income attributable to owners of the parent - preferred stock dividends)/Weighted average number of shares issued. (Note 4)
-
-
Cash flows
-
(1) Cash flow ratio = Net cash flows generated from operating activities/Current liabilities.
-
(2) Cash flow adequacy ratio = Sum of net cash flows generated from operating activities of the past five fiscal years/(Capital expenditure + inventory additions + cash dividends) of the past five fiscal years.
-
(3) Cash reinvestment ratio = (Net cash flows from operating - cash dividends)/(Gross amount of property, plant, and equipment + Long term investment + Other non-current assets + Working capital). (Note 5)
-
-
Leverage
-
(1) Operating leverage = (Net operating revenue - Variable operating costs & expenses)/Operating income (Note 6).
-
(2) Financial leverage = Operating income/(Operating income - Interest expenses).
-
-
Note 4: Special attention shall be paid to the following matters when using the calculation formula of earning per share above:
-
Shares outstanding is based on weighted average shares, and not based on year end shares outstanding.
-
Cash offerings or treasury stock transactions are considered in calculating weighted average shares.
-
Earnings appropriation or reserves to paid in capital shall be calculated and adjusted accordingly.
-
If preferred shares are cumulative non-convertible preferred shares, dividends shall be subtracted (regardless of whether they are paid out in dividends), from after tax net profit. If preferred shares are non-cumulative, in the event of net profits, preferred shares shall be subtracted after tax, but no adjustments needed if there are losses.
-
Note 5: Special attention should be paid to the following when measuring cash flow analysis:
-
Cash flows from operating activities refers to the net cash inflow from operating activities in the statement of cash flow.
-
Capital expenditures are from the annual cash flow statements on capital expenditure outflows.
-
Inventory increases are from period end balance greater than period beginning balanaces, if inventories are less, then zero is applied.
-
Cash dividends includes common stock and preferred stock dividends.
-
Property, plant, and machinery balance is after substracting accumulative depreciation.
-
Note 6: The issuer shall classify the operating costs and operating expenses as fixed or variable as per their nature. If it involves estimation or subjective judgment, they are classified based on rationality and consistency.
-
Note 7: Where Company shares have no par value or where the par value per share is not NT$10, any calculations that involve paid-in capital and its ratio shall be replaced with the equity ratio attributable to the owner of the parent company on the balance sheet.
72
III. Audit Committee's Report on Financial Statements for the Most Recent Fiscal Year:
Audit Committee Review Report
The Board of Directors has prepared the Company's 2020 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:
March 30, 2021
73
- IV. Financial Report Audited and Certified by CPAs in the Most Recent Year
Independent Auditors' Report
The Board of Directors and Shareholders 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, 2020 and 2019, 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, 2020 and 2019, 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, 2020. 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.
Key audit matters for the Company's parent company only financial statements for the year ended December 31, 2020 are stated as follows:
Sales Revenue of Building and Land
For the year ended December 21, 2020, revenue from sale of real estate was $3,164,448 thousand, representing 96% of the total operating revenue and being material in the parent company only financial statements, and it is one of the major revenue sources of the Company. Therefore, it has been deemed as one of key audit matters by us to determine whether or not the recognition of
74
revenue from sale of real estate has met the requirements of revenue recognition. Please refer to Note 4 and 19 of 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.
-
Obtaining the details of building and land for sales for the whole year: (1) sampling and verifying the contracts signed by the buyers and sellers to confirm the contract price and transaction target; (2) sampling and verifying the registration date of the transfer of property ownership to verify that the property ownership has been transferred to the purchaser.
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 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 parent company only 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
75
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 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.
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 Company's parent company only financial statements for the year ended December 31, 2020 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 Shiuh-Ran Cheng Financial Supervisory Commission Approval Financial Supervisory Commission Approval Document No.: Document No.: Financial-Supervisory-Securities-Auditing-10 Financial-Supervisory-Securities-Auditing-1060 10028123 023872
March 29, 2021
76
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Balance Sheets December 31, 2020 and 2019
Unit: In Thousands of New Taiwan Dollars
| Code 1100 1150 1172 1180 1200 130X 1429 1479 11XX 1517 1550 1600 1760 1840 1930 1990 15XX 1XXX Code 2100 2110 2130 2150 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 19) Trade receivables, net (Notes 7 and 19) Trade receivables from related parties (Notes 7, 19 and 25) Other receivables (Notes 7) Inventories, net (Notes 5, 8, 25, and 27) Prepayments (Note 13) Other current assets (Note 13) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current, net (Notes 9 and 27) Investments accounted for using equity method (Note 10) Property, plant and equipment, net (Notes 11 and 20) Investment properties, net (Notes 5, 12, 20, and 27) Deferred tax assets (Notes 21) Long-term notes receivable (Notes 7 and 19) Other non-current assets (Notes 13 and 20) Total non-current assets TOTAL ASSETS LIABILITIES AND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 14 and 27) Short-term bills payable, net (Notes 14, 25, and 27) Contract liabilities (Notes 19) Notes payable Trade payables (Notes 15) Trade payables to related parties (Notes 25) Other payables Current tax liabilities Long-term borrowings - current portion (Notes 14 and 27) Other current liabilities (Notes 16) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings, net (Notes 14 and 27) Guarantee deposits received (Note 12) Total non-current liabilities Total liabilities EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Notes 18) 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 |
December 31, 2020 Amount % $ 438,522 3 3,158 - 13,344 - 1,922 - 619 - 7,720,844 46 292,909 2 3,647 - 8,474,965 51 3,587,830 22 1,295,343 8 35,057 - 2,972,066 18 62,326 - 2,960 - 180,734 1 8,136,316 49 $ 16,611,281 100 $ 2,562,000 15 1,839,777 11 413,174 3 8,791 - 63,142 - 962,743 6 268,966 2 9,152 - 495,085 3 10,177 - 6,633,007 40 2,018,173 12 17,568 - 2,035,741 12 8,668,748 52 2,703,060 16 312,561 2 789,043 5 318,492 2 1,700,053 10 2,807,588 17 2,575,136 16 455,812) ( 3) 7,942,533 48 $ 16,611,281 100 |
December 31, 2019 | December 31, 2019 | ||
|---|---|---|---|---|---|---|
| Amount $ 438,522 3,158 13,344 1,922 619 7,720,844 292,909 3,647 8,474,965 3,587,830 1,295,343 35,057 2,972,066 62,326 2,960 180,734 8,136,316 $ 16,611,281 $ 2,562,000 1,839,777 413,174 8,791 63,142 962,743 268,966 9,152 495,085 10,177 6,633,007 2,018,173 17,568 2,035,741 8,668,748 2,703,060 312,561 789,043 318,492 1,700,053 2,807,588 2,575,136 455,812) 7,942,533 $ 16,611,281 |
Amount $ 158,677 7,366 31,123 1,562 173 8,817,702 370,104 1,988 9,388,695 3,676,591 1,390,882 35,915 3,081,464 63,284 1,471 200,419 8,450,026 $ 17,838,721 $ 2,314,000 2,597,128 103,498 4 61,842 1,390,773 287,920 101,697 135,267 18,087 7,010,216 2,710,881 16,445 2,727,326 9,737,542 2,703,060 297,175 714,834 320,202 1,867,950 2,902,986 2,653,770 455,812) 8,101,179 $ 17,838,721 |
% | ||||
( |
( |
1 - - - - 50 2 - 53 21 8 - 17 - - 1 47 100 13 14 1 - - 8 2 1 1 - 40 15 - 15 55 15 2 4 2 10 16 15 ( 3) 45 100 |
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
77
Hung Ching Development & Construction Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME For the years ended December 31, 2020 and 2019
Unit: In Thousands of New Taiwan Dollars, Except Earnings Per Share In Dollars
| Code OPERATING REVENUE (Notes 19 and 25) 4100 Sales Revenue of Building and Land 4300 Rental revenue 4800 Other operating revenue 4000 Total operating revenue OPERATING COSTS (Notes 20) 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 20 and 25) 6100 Selling and marketing expenses 6200 General and administrative expenses 6000 Total operating expenses 6900 Net Operating Income NON-OPERATING INCOME AND EXPENSES 7010 Other income (Notes 20) 7020 Other gains and losses (Notes 20) 7050 Finance costs (Notes 20) 7060 Share of loss (profit) of associates accounted for under equity method 7000 Total non-operating income and expenses |
For the Year Ended December 31, 2020 Amount % $ 3,164,448 96 102,004 3 34,083 1 3,300,535 100 2,217,439 67 109,093 4 34,066 1 2,360,598 72 939,937 28 364,307 11 176,087 5 540,394 16 399,543 12 95,101 3 4,737 - ( 111,483 ) ( 3 ) 10,339 - ( 1,306) - |
For the Year Ended December 31, 2020 Amount % $ 3,164,448 96 102,004 3 34,083 1 3,300,535 100 2,217,439 67 109,093 4 34,066 1 2,360,598 72 939,937 28 364,307 11 176,087 5 540,394 16 399,543 12 95,101 3 4,737 - ( 111,483 ) ( 3 ) 10,339 - ( 1,306) - |
For the Year Ended December 31, 2020 Amount % $ 3,164,448 96 102,004 3 34,083 1 3,300,535 100 2,217,439 67 109,093 4 34,066 1 2,360,598 72 939,937 28 364,307 11 176,087 5 540,394 16 399,543 12 95,101 3 4,737 - ( 111,483 ) ( 3 ) 10,339 - ( 1,306) - |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|---|---|---|---|
| Amount $ 3,164,448 102,004 34,083 3,300,535 2,217,439 109,093 34,066 2,360,598 939,937 364,307 176,087 540,394 399,543 95,101 4,737 111,483 ) 10,339 1,306) |
Amount $ 6,127,832 101,714 35,053 6,264,599 4,889,888 108,561 37,989 5,036,438 1,228,161 335,517 196,713 532,230 695,931 114,979 76 ) 122,940 ) 158,173 150,136 |
% | |||||
( ( |
( ( |
98 2 - 100 78 2 - 80 20 6 3 9 11 2 - ( 2 ) 3 3 |
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| Code 7900 Income before income tax 7950 Income tax expense (Note 21) 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 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 (Note 21) 8300 Other comprehensive income/(loss) for the year, net of income tax 8500 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR EARNINGS PER SHARE (Note 22) 9710 Basic 9810 Diluted |
For the Year Ended December 31,2020 Amount % $ 398,237 12 7,084 - 391,153 12 ( 80,023 ) ( 3 ) 1,736 - ( 347) - ( 78,634) ( 3) $ 312,519 9 $ 1.49 $ 1.49 |
For the Year Ended December 31,2020 Amount % $ 398,237 12 7,084 - 391,153 12 ( 80,023 ) ( 3 ) 1,736 - ( 347) - ( 78,634) ( 3) $ 312,519 9 $ 1.49 $ 1.49 |
For the Year Ended December 31,2020 Amount % $ 398,237 12 7,084 - 391,153 12 ( 80,023 ) ( 3 ) 1,736 - ( 347) - ( 78,634) ( 3) $ 312,519 9 $ 1.49 $ 1.49 |
For the Year Ended December 31,2019 |
For the Year Ended December 31,2019 |
For the Year Ended December 31,2019 |
For the Year Ended December 31,2019 |
|---|---|---|---|---|---|---|---|
| Amount $ 398,237 7,084 391,153 80,023 ) 1,736 347) 78,634) $ 312,519 $ 1.49 $ 1.49 |
Amount $ 846,067 103,976 742,091 1,098,855 3,735 ) 747 1,095,867 $ 1,837,958 $ 2.84 $ 2.82 |
% | |||||
( ( ( |
( |
14 2 12 17 - - 17 29 |
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
79
Hung Ching Development & Construction Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY For the years ended December 31, 2020 and 2019
Unit: In Thousands of New Taiwan Dollars
| Code A1 Balance as of January 1, 2019 Appropriation and distribution of retained earnings for the year ended December 31, 2018 B1 Legal reserve B17 Special reserve B5 Cash Dividend to Shareholders D1 Net profit for 2019 D3 Other comprehensive income (loss) (net of tax) for 2019 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2019 Appropriation and distribution of retained earnings for the year ended December 31, 2019 B1 Legal reserve B3 Reversal of special capital reserve B5 Cash Dividend to Shareholders D1 Net profit for 2020 D3 Other comprehensive income (loss) (net of tax) for 2020 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2020 |
Share capital Number of Shares (In Thousand Shares) Amount 270,306 $ 2,703,060 - - - - - - - - - - - - 270,306 2,703,060 - - - - - - - - - - - - 270,306 $ 2,703,060 |
Share capital Number of Shares (In Thousand Shares) Amount 270,306 $ 2,703,060 - - - - - - - - - - - - 270,306 2,703,060 - - - - - - - - - - - - 270,306 $ 2,703,060 |
Capital surplus $ 286,918 - - - - - 10,257 297,175 - - - - - 15,386 $ 312,561 |
Retained earnings | Unappropriated earnings $ 1,511,759 ( 41,873 ) ( 19,660 ) ( 324,367 ) 742,091 - - 1,867,950 ( 74,209 ) 1,710 ( 486,551 ) 391,153 - - $ 1,700,053 |
Otherequity Unrealized gain (loss) on financial assets at fair value through other comprehensive income Exchange differences on translating the financial statements of foreign operations ( $ 3,654 ) $ 1,561,557 - - - - - - - - ( 2,988 ) 1,098,855 - - ( 6,642 ) 2,660,412 - - - - - - - - 1,389 ( 80,023 ) - - ($ 5,253) $ 2,580,389 |
Treasury shares ( $ 455,812 ) - - - - - - ( 455,812 ) - - - - - - ($ 455,812) |
Total equity | |||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translating the financial statements of foreign operations ( $ 3,654 ) - - - - ( 2,988 ) - ( 6,642 ) - - - - 1,389 - ($ 5,253) |
|||||||||||
| Number of Shares (In Thousand Shares) 270,306 - - - - - - 270,306 - - - - - - 270,306 |
Legal reserve $ 672,961 41,873 - - - - - 714,834 74,209 - - - - - $ 789,043 |
Special reserve $ 300,542 - 19,660 - - - - 320,202 - ( 1,710 ) - - - - $ 318,492 |
|||||||||
| $ 6,577,331 - - ( 324,367 ) 742,091 1,095,867 10,257 8,101,179 - - ( 486,551 ) 391,153 ( 78,634 ) 15,386 $ 7,942,533 |
The accompanying notes are an integral part of the parent company only financial statements.
Manager: Chia-Pei Chou
Accounting Supervisor: Fang-Ying Chen
Chairman: Wen-Hsiang Chien
80
Hung Ching Development & Construction Co., Ltd.
PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS For the years ended December 31, 2020 and 2019
Unit: In Thousands of New Taiwan Dollars
| Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Profit before income tax for the year A20010 Adjustments for: A20100 Depreciation expenses A20300 Expected credit loss A29900 Amortization of long-term prepayments A23700 Loss on reduce inventory to market (Gain from price recovery of inventory) A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of loss (profit) of associates accounted for under equity method A22500 Gain (Loss) on disposal of investment properties A30000 Changes in operating assets and liabilities, net A31130 Notes receivable A31150 Trade receivables A31160 Trade receivables from related parties A31180 Other receivables A31200 Inventories A31230 Prepayments A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 Trade payables A32160 Trade payables to related parties A32180 Other payables A32230 Other current liabilities A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities |
For the Year Ended December 31, 2020 $ 398,237 99,247 - 5,861 ( 258,348 ) 111,483 ( 73 ) ( 88,175 ) ( 10,339 ) ( 6,748 ) 2,719 17,779 ( 360 ) ( 446 ) 1,383,635 77,195 ( 1,659 ) 309,676 8,787 ( 9,045 ) ( 428,030 ) ( 19,361 ) ( 7,910) 1,584,125 ( 129,160 ) ( 99,018) 1,355,947 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
( ( ( ( ( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( |
$ 846,067 99,533 13,410 4,317 393,878 122,940 180 ) 110,269 ) 158,173 ) - 577 81,842 11,627 100 3,123,562 132,191 1,352 ) 41,145 ) 23,471 ) 20,088 ) 282,281 ) 115,320 4,263 4,312,668 189,704 ) 122,543) 4,000,421 |
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| Code CASH FLOWS FROM INVESTING ACTIVITIES B00030 Capital reduction and return of shares payment of financial assets at fair value through other comprehensive income B02700 Acquisition of property, plant and equipment B03700 Decrease (Increase) in refundable deposits B01800 Acquisition of investments accounted for using the equity method B02800 Proceeds from disposal of investment properties B06700 Increase in other non-current assets B07500 Interest received B07600 Dividends received from subsidiaries B07600 Other dividends received BBBB Net cash generated from investing activities CASH FLOWS FROM FINANCING ACTIVITIES C00100 Increase (Decrease) in short-term borrowings C00500 Decrease in short-term bills payable C01600 Repayments of long-term borrowings C03000 Increase in guarantee deposits received C04500 Distribution of Cash Dividend CCCC Net cash used in financing activities EEEE Increase (decrease) in Cash and Cash Equivalents for the year E00100 Cash and cash equivalents, beginning of year E00200 Cash and cash equivalents, end of year |
For the Year Ended December 31, 2020 $ 8,738 ( 224 ) 20,188 - 17,981 ( 6,364 ) 73 123,000 88,175 251,567 248,000 ( 757,351 ) ( 332,890 ) 1,123 ( 486,551) ( 1,327,669) 279,845 158,677 $ 438,522 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( |
$ - - 94,785 ) 18,593 ) - 18,076 ) 180 65,000 110,269 43,995 152,000 ) 1,738,331 ) 1,914,692 ) 1,049 324,367) 4,128,341) 83,925 ) 242,602 $ 158,677 |
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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Notes to parent company only Financial Statements For the years ended December 31, 2020 and 2019 (Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
Hung Ching Development & Construction Co., Ltd.
1. Company History
The Company, incorporated in 1986 with shares listed on the Taiwan Stock Exchange, mainly engaged in appointment of contractors to build public housing developments and commercial buildings for leasing and selling and in and management and investment of other relevant business.
The parent company only financial statements are presented in the Company’s functional currency, the New Taiwan dollar.
2. Date and Procedures of Authorization of Financial Statements
The parent company only financial statements were approved by the Board of Directors and authorized for issue on March 5, 2021.
3. Application of New and Amended Standards and Interpretations
- a. Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, “IFRSs”) endorsed and issued into effect by the Financial Supervisory Commission (FSC).
The application of the amendments to the IFRSs endorsed and issued into effect by the FSC will not have a significant effect on the Company’s accounting policies.
- b. The IFRSs endorsed by the FSC for application in 2021
| New,Revised or Amended Standards andInterpretations | EffectiveDateIssued byIASB |
|---|---|
| Amendment to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9” Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 - “Interest Rate Benchmark Reform - Phase 2” Amendment to IFRS 16, "Covid-19-Related Rent Concessions" |
Effective on the issued date Effective for annual reporting periods beginning on or after January 1, 2021 Effective for annual reporting periods beginning on or after June 1, 2020 |
As of the date the accompanying parent company only financial statements were authorized for issue, the Company continues in evaluating the impact on its financial position and financial performance as a result of the aforementioned standards or interpretations. The related impact will be disclosed when the evaluation has been completed.
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- c. IFRSs issued by the IASB but not yet endorsed and issued into effect by the FSC
Effective Date Issued by IASB New, Revised or Amended Standards and Interpretations (Note 1) Annual Improvements to IFRS Standards 2018–2020 January 1, 2022 (Note 2) Amendment to IFRS 3 "Reference to the Conceptual Framework" January 1, 2022 (Note 3) Amendments to IFRS 10 and IAS 28 "Sale or Contribution of To be determined Assets between an Investor and its Associate or Joint Venture" IFRS 17 "Insurance Contracts" January 1, 2023 Amendment to IFRS 17 January 1, 2023 Amendment to IAS 1 "Classification of Liabilities as Current January 1, 2023 or Noncurrent" Amendment to IAS 1 "Disclosure of Accounting Policies" January 1, 2023 (Note 6) Amendment to IAS 8 "Definition of Accounting Estimates" January 1, 2023 (Note 7) Amendment to IAS 16 "Property, Plant and Equipment - January 1, 2022 (Note 4) Proceeds before Intended Use" Amendment to IAS 37 "Onerous Contracts–Cost of Fulfilling January 1, 2022 (Note 5) a Contract"
-
Note 1: Unless stated otherwise, the aforementioned New, Revised or Amended Standards and Interpretations are effective for annual periods beginning on or after their respective effective dates.
-
Note 2: Amendment to IFRS 9 is effective to exchanges of a financial liability or modifications of terms incurred during the annual periods beginning on or after January 1, 2022. Amendment to IAS 41 "Agriculture" is effective to fair value measurements for annual periods beginning on or after January 1, 2022. Amendment to IFRS 1 "First-time Adoption of IFRS" is retrospectively effective for annual periods beginning on or after January 1, 2022.
-
Note 3: This amendment shall be applied to business combinations for which the acquisition date is beginning on or after January 1, 2022.
-
Note 4: This amendment shall be applied to the property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 5: The amendment shall be applied to contracts for which the Company has not yet fulfilled all its obligations on or after January 1, 2022.
-
Note 6: The amendment shall be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 7: This amendment shall be applied to changes in accounting policies and changes in accounting estimates that occur for annual periods beginning on or after January 1, 2023.
As of the date the accompanying parent company only financial statements were authorized for issue, the Company continues in evaluating the impact on its financial position and financial performance as a result of the aforementioned standards or interpretations. The related impact will be disclosed when the evaluation has been completed.
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4. Summary of Significant Accounting Policies
- a. Statement of Compliance
The accompanying parent company only financial statements have been prepared in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs endorsed and issued into effect by the FSC.
- b. Basis of Preparation
The accompanying parent company only financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the related inputs are observable and based on the significance of the related inputs, are described as follows:
-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities on the measurement date;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
3) Level 3 inputs are unobservable inputs for the asset or liability.
In preparing the parent company only financial statements, the Company's investments in subsidiaries and associates are accounted for using the equity method. In order to agree with the amount of net income, other comprehensive income and equity attributable to shareholders of the consolidated financial statements of this year, the differences of the accounting treatment between the parent company only basis and the consolidated basis are adjusted under the heading of "investments accounted for using equity method", "share of profits of subsidiaries, associates, and joint ventures, share of other comprehensive income of subsidiaries, associates, and joint ventures" in the parent company only financial statements, and other related equity items.
- c. Standards for Classification of Current and Noncurrent Assets and Liabilities
Current assets include:
-
1) Assets held for trading purposes;
-
2) Assets expected to be realized within 12 months after the balance sheet date; and
-
3) Cash and cash equivalents, excluding those that are restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
1) Obligations incurred for trading purposes;
-
2) Obligations expected to be settled within 12 months from the balance sheet date (liabilities with long-term refinancing or rearrangement of payment terms completed after the balance sheet date and before the publication of the financial statements are also deemed as current liabilities); and
-
3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of an obligation that could, at the option of the counterparty, result in its settlement by the issuance of equity instruments, do not affect its classification.
Assets and liabilities that are not classified as current are classified as non-current.
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The Company is engaged in the construction business, which has an operating cycle of over 1 year. The normal operating cycle applies when considering the classification of current or non-current for the construction-related assets and liabilities.
-
d.
-
Foreign Currency
In preparing the financial statements of each individual entity, transactions in currencies other than the entity’s functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
Monetary items denominated in foreign currencies are translated at the rates prevailing on each date of balance sheets. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction (i.e., not retranslated).
For the purpose of presenting the parent company only financial statements, the assets and liabilities of the Company's foreign operations (including subsidiaries that operate in countries or use currencies different from that of the Company) are translated into the New Taiwan dollar using the exchange rate of each balance sheet date. Income and expense items are translated using the average exchange rates of the current period, with exchange differences arising therefrom recognized in other comprehensive income.
e.
- Inventories
Inventories comprise real estate under development, real estate held for development, and building and land held for sale. Inventory is stated at the lower of cost or net realizable value. Comparing costs with net realizable value is based on individual item. Net realizable value represents the estimated selling price of inventories less the estimated cost of completion and the estimated cost necessary to make the sale. The actual costs incurred in the construction of the real estate inventory are transferred to current operating costs in proportion of floor space to the recognition of revenue from sales of real estate.
- f. Investments accounted for using the equity method
The Company uses equity method for investment in subsidiaries and associates.
- 1) Investment in subsidiary
Subsidiaries are entities controlled by the Company.
Under the equity method, the investment is initially treated at cost and adjusted thereafter for the post-acquisition change in the Company's interest in profit and loss, shares in other comprehensive income and profit distribution by the subsidiaries. In addition, changes in other equity of the subsidiaries are recognized based on the shareholding percentage.
The unrealized profit or loss in downstream transactions between the Company and the subsidiary shall be eliminated in the parent company only financial statements. Profit or loss generated in upstream transactions between the Company and the subsidiaries or transactions between the subsidiaries shall only be recognized in the Parent Company Only Financial Statements when it is not related to the Company's interest in the subsidiaries.
- 2) Investment in associates
Associates are entities over which the Company has major influence but they are neither a subsidiary nor joint ventures.
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The Company uses equity method for investment in associates.
Under the equity method, the investment is initially treated at cost and adjusted thereafter for the post-acquisition change in the Company's interest in profit and loss, shares in other total income and profit distribution by the associates. In addition, changes in the interests in associates are recognized based on the shareholding percentage.
Any excess of acquisition cost over the Company's share of an associate's or a joint venture's identifiable assets and liabilities measured at the fair value on the date of acquisition is recognized as goodwill. The goodwill shall be included in the carrying amount of the investment but not allowed for amortization. If the Company's share of the net fair value of the identifiable assets and liabilities exceeds acquisition cost, the excessive amount is recognized immediately in profit or loss.
When the Company's share of loss derived from the investment of an affiliate equals or exceeds the Company's interest (including the carrying amount of the investment and other long-term substantial interests in the associate's net asset in proportion to ownership percentage), the Company shall cease recognizing losses further. The Company shall only recognize additional losses and liabilities within the scope of occurred legal obligations, constructive obligations, or payments made on behalf of the associates.
To assess impairment, the Company has to consider the overall carrying amount (including goodwill) of the investment as a single asset to compare the recoverable and carrying amounts. The cost of impairment identified is to be deemed as part of the carrying amount of the investment. Any reversal of the impairment loss is recognized only to the extent of the subsequent increases in the recoverable amount of investment.
Profit or loss in up- and downstream transactions between the Company and the associates or transactions between associates shall only be recognized in the Parent Company Only Financial Statements when it is not related to the Company's interest in the associates.
-
g.
-
Property, Plant and Equipment
Property, plant and equipment are recognized at cost, and then measured at cost less accumulated depreciation and accumulated impairment.
Freehold land is not depreciated.
The depreciation of property, plant and equipment is separately recognized using the straight-line method over their useful lives to each significant part. The Company reviews the estimated useful lives, residual values and depreciation method at least at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.
Upon disposal of property, plant and equipment, the difference between the net sales proceeds and the carrying amount of the asset is recognized in profit or loss.
-
h.
-
Investment properties
Investment property is a property held to earn rental and/or for capital appreciation. Investment property also includes land held for future use that is currently undetermined.
Investment property is initially measured at cost, including transaction costs. Subsequent to initial recognition, investment property is measured at cost less
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accumulated depreciation and accumulated impairment loss. Depreciation of investment properties is recognized using the straight-line method.
Upon disposal of investment properties, the difference between the net sales proceeds and the carrying amount of the asset is recognized in profit or loss.
-
i. Contract cost-related assets
-
Sales service fees paid for sales of real estate under exclusive sales contract of property held for sale are only incurred at the time of obtaining a client’s contract and are recognized as an additional cost of obtaining the contract to the extent the amounts are recoverable, and are written off when the legal ownership of the real estate is passed to the client.
-
j. Impairment of tangible and intangible assets (excluding goodwill) and related assets of contract costs
On each balance sheet date, the Company reviews the carrying amounts of its tangible and intangible assets (excluding goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. If corporate assets can be allocated to cash-generating units with a reasonable and consistent basis, then they are allocated to their individual cash-generating units. Otherwise, they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
For intangible assets with indefinite life and that are not yet available for use, they are subject to annual impairment test at the time there are indications of impairment.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an individual asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or the cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
An impairment loss on inventory, property, plant and equipment, and intangible asset related to the contracts with customers shall be recognized in accordance with the applicable standards of inventory impairment and the above-mentioned principles. Then, the impairment loss is recognized to the extent that the carrying amount of the assets related to contract costs exceeds the remaining amount of consideration that the Company expects to receive in exchange for related goods or services less the direct costs related to providing those goods or services. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount, less any amount of amortization or depreciation, that would have been determined had no impairment loss been recognized on the asset in prior years. A reversal of an impairment loss is recognized in profit or loss.
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k. Financial Instruments
Financial assets and liabilities shall be recognized in the parent company only balance sheet when the Company becomes a party to the contractual provisions of the instruments.
While financial assets and liabilities are initially recognized, transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of those financial assets and financial liabilities that are not measured at fair value through profit or loss. Transaction costs directly attributable to the acquisition or issue of financial assets or financial liabilities measured at fair value through profit or loss are recognized immediately in profit or loss.
1) Financial Assets
Regular way transactions of financial assets are recognized and derecognized on a settlement date basis.
a) Category of measurement
Financial assets held by the Company are classified into the following categories: financial assets at amortized cost and investments in equity instruments at fair value through other comprehensive income (FVTOCI).
- i. Financial asset measured at amortized cost
The Company's investments in financial assets that meet the following two conditions are subsequently measured at amortized cost:
-
(a) Within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
(b) The contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets measured at amortized cost, including cash, notes receivable, trade receivable, and other receivable, are measured at amortized cost of total carrying amount determined by the effective interest method less any impairment loss. Any foreign exchange gain/loss is recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
(a) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
(b) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Credit-impaired financial assets are those where the issuer or debtor has experienced major financial difficulties, defaults, the debtor is likely to file for bankruptcy or other financial restructuring, or disappearance of an active market for the financial assets due to financial difficulties.
Cash equivalents comprise time deposits that will mature within 3 months after the acquisition date, that are highly liquid and readily convertible to
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known amount of cash, and that are subject to an insignificant risk of changes in value. Cash equivalents are used to satisfy short-term cash commitments.
- ii. Investments in equity instruments at FVTOCI
On initial recognition, the Company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are measured at fair value and subsequently measured at fair value with gain or loss arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the Company’s right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
b) Impairment of financial assets
On each date of balance sheets, the Company evaluates a loss allowance for financial assets at amortized cost (including trade receivable) based on expected credit loss.
The loss allowances for notes receivable and trade receivable are recognized at an amount equal to lifetime expected credit losses. Other financial assets are first evaluated whether or not the credit risk has increased significantly since initial recognition. If it has not increased significantly, a loss allowance is recognized at an amount equal to expected credit loss within 12 months. If it has increased significantly, a loss allowance is recognized at an amount equal to expected credit loss over the expected life.
Expected credit losses are the weighted average credit losses resulting from a risk of default events as the weight. Expected credit losses within 12 months represent the expected credit losses resulting from possible default events of a financial instrument within 12 months after the reporting date. Expected credit loss over the expected life represent the expected credit losses resulting from all possible default events of a financial instrument over the expected life.
For the purpose of internal credit risk management, the Company, without considering the collateral it holds, determines that the following circumstances represent a default in financial assets:
-
i. There are internal or external information showing that the borrower is no longer able to pay off the debt.
-
ii. Where the debt is overdue more than 365 days, unless there is reasonable and authenticated information showing that the delayed default basis is more appropriate.
An impairment loss of all financial assets is recognized with a corresponding adjustment to their carrying amount through a loss allowance account.
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c) Derecognition of financial assets
The Company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of equity instruments measured at FVTOCI in its entirety, the cumulative gain or loss will not be reclassified to profit or loss; instead, it will be transferred to retained earnings.
2) Equity instruments
Debt and equity instruments issued by the Company are classified separately as financial liabilities or equity in accordance with the substance of contractual arrangements and the definitions of a financial liability and an equity instrument.
The equity instrument issued by the Company shall be recognized by the payment for acquisition net of the direct cost of issuance.
The repurchase of equity instruments issued by the Company is recognized in equity as a deduction. The purchase, sale, issuance, or write-off of the Company’s own equity instruments is not recognized in profit or loss.
-
3) Financial Liabilities
-
(a) Subsequent measurement
All financial liabilities are subsequently measured either at amortized cost using effective interest method, except below situations.
- (b) (Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including liabilities of any transferred non-cash asset or afforded liabilities, is recognized in profit or loss.
l.
Revenue Recognition
The Company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
The Company is principally engaged in appointments and management of contractors for the construction and sales of real estate, and the revenue is recognized when the legal ownership of the real estate is passed to the client. For the signed contract of residence sale, subject to the commercial practice, the real estate has no other use for the Company. As the legal ownership of the real estate is passed to the client, the Company has an enforceable right to the contractual amount and therefore revenue is recognized when the legal ownership of the real estate is passed to the client.
m.
Leases
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
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1) The Company as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
When the Company subleases the right-of-use asset, the classification of the sublease is determined by the right-of-use asset (instead of the underlying asset). However, if the main lease is a short-term lease where the recognition exemption is applicable to the Company, the sublease is classified as an operating lease.
After lease-related incentives are deducted, the rental income from operating lease is recognized on a straight-line basis over the term of the lease. The initial direct costs arising from acquisition of operating leases is added to the carrying amount of the underlying assets; and an expense is recognized for the lease on a straight-line basis over the lease term.
When a lease includes both land and building elements, the Company assesses the classification of each element separately as a financial or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. If the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.
2) The Company as lessee
The Company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are measured initially at cost, which comprises the initial measurement of lease liabilities, the lease payments paid before the lease start date less the lease incentives received, the initial direct cost, and the estimated cost of restoring underlying assets. Subsequent measurement is calculated as cost less accumulated depreciation and accumulated impairment loss and adjusted for changes in lease liabilities as a result of remeasurement. Right-of-use assets are presented on a separate line in the parent company only balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and payments of penalties for terminating the lease reflected during the lease term less lease incentives received. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses the lessee’s incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is
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a change in future lease payments resulting from a change in a lease term, the Company remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line item in the parent company only balance sheets.
n.
Borrowing Costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
- o.
Employee Benefits
- 1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for service rendered by employees.
- 2) Post-retirement benefits
Payments of defined contribution retirement benefit plans are recognized as an expense when the employees have rendered service entitling them to the contribution.
- p.
Income Tax
Income tax expense is the sum of current income tax and deferred income tax.
- 1) Current income tax
According to the Income Tax Law of the ROC, an additional income tax on unappropriated earnings was surcharged in the year approved by the shareholders' meeting.
Adjustments of prior years’ tax liabilities are added to or deducted from the current year’s tax provision.
- 2) Deferred income tax
Deferred income tax is calculated on temporary differences between the carrying amounts of the recorded assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences while deferred tax assets are recognized as it is very likely that taxable profits will be available against tax credits which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the timing of the reversal of the temporary difference and it is very likely that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investment and equity are only recognized to the extent that it is very likely that there will be
93
sufficient taxable profit against which to utilize the benefit of the temporary differences that are expected to reverse in the foreseeable future.
The carrying amount of deferred tax asset is reviewed on each date of balance sheets and it is reduced to the extent that it is no longer very likely that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered. The deferred tax assets not originally recognized are also reviewed on each date of balance sheets, and their carrying amount is recognized to the extent that it is very likely that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset is realized, and this tax rates is based on the tax rates and tax laws that have been enacted or substantively enacted on the date of balance sheet. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amount of its assets and liabilities on the date of balance sheet.
- 3) Current and deferred income tax
Current and deferred income taxes are recognized in profit or loss, unless when they relate to items that are recognized in other comprehensive income or directly recorded in equity, the current and deferred income tax are separately recognized in other comprehensive income or directly recorded in equity.
5. The Primary Sources of Uncertainties in Major Accounting Judgments, Estimates, and Assumptions
In the application of the Company’s accounting policies, the management is required to make judgments, estimates and assumptions based on historical experience and other factors that are considered to be relevant for the items that are not readily apparent from other sources. Actual results may differ from these estimates.
The management will constantly review the estimations and underlying assumptions. If an amendment of estimates only affects the current period, it shall be recognized in the period of amendment; if an amendment of accounting estimates affects the current year and future periods, it shall be recognized in the period of amendment and future periods.
Key Sources of Estimation and Assumption Uncertainty
Estimated impairment loss of inventory
The Company regularly assesses the carrying amounts of the inventories to determine, in accordance with the accounting policy, that the inventories are stated at the lower of cost or net realizable value. The Company estimates the net realizable value based on the most recent average selling prices of similar inventories and its historical experiences. Changes in the net realizable value will increase or decrease the amount of the Company’s inventories.
6. Cash and Cash Equivalents
| Cash and Cash Equivalents | |||
|---|---|---|---|
| Cash on hand and working capital Bank demand deposits |
December31,2020 $ 2,034 436,488 $ 438,522 |
December31,2019 | |
| $ 1,151 157,526 $ 158,677 |
The interest rates intervals on bank deposits as of December 31, 2020 and 2019 were 0.04% and 0.08% respectively.
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7. Notes receivable, Trade receivables - net, Trade receivables from related parties and other receivable
| other receivable | |||
|---|---|---|---|
| Measured at amortized cost Notes receivable Installment notes receivable Less: long-term installment notes receivable Installment notes receivable - current portion Trade receivables Trade receivables from related parties Other receivables Less: Allowance for Bad Debts |
December31,2020 $ 2,369 3,749 ( 2,960) 789 $ 3,158 $ 13,344 1,922 $ 15,266 $ 14,029 13,410 $ 619 |
December31,2019 | |
( |
( |
$ 4,298 4,539 1,471) 3,068 $ 7,366 $ 31,123 1,562 $ 32,685 $ 13,583 13,410 $ 173 |
- a. Notes and trade receivable
The Company mainly engaged in appointments of construction contractors to build public housing developments for leasing and selling. As a result, the trade receivables of the Company arose from the purchase of building and land sold by the Company’s clients and the collection terms of the receivables are in accordance with the sales contracts. In the case of trade receivable arising from the lack of loan facilities from clients, the Company may, after assessing their credit status and repayment ability, collect the amounts by instalments of bills receivable based on agreed terms.
In addition to trade receivable of real estate, the Company has trade receivable arising from rental with lease guarantee deposits received in advance. In assessing the recoverability of trade receivable, the Company considers any change in the credit quality of the trade receivable from the original credit date to the balance sheet date and estimates the irrecoverable amounts by reference to past default records and the current financial condition of the clients and industrial economic conditions. The lease guarantee deposits received by the Company at the balance sheet date are sufficient to cover potential default losses.
The Company applies the simplified approach of IFRS 9 and recognizes allowance for uncollectible accounts for trade receivable as lifetime expected credit losses for the duration of contract. The lifetime expected credit loss is determined the provision matrix which refers to past default records and the current financial condition of the clients and industrial economic conditions. Due to the historical experience of credit losses of the Company, there is no significant difference in the loss patterns of different client's groups. Therefore, the provision matrix does not further distinguish the customer base, and only sets the expected credit loss rate based on the overdue days of trade receivable.
The Company writes off trade receivable when there is information indicating that the debtor is experiencing in severe financial difficulty and there is no realistic prospect of recovery. The Company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, they are recognized in profit or loss.
The Company's loss allowance for trade receivable based on the provision matrix were as follows:
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December 31, 2020
| December 31, 2020 | ||||
|---|---|---|---|---|
| Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization December 31, 2019 Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization |
AR aging less than 365 days - $ 15,266 - $ 15,266 AR aging less than 365 days - $ 32,685 - $ 32,685 |
AR aging of and more than 365 days 100% $ - - $ - AR aging of and more than 365 days 100% $ - - $ - |
Total | |
| $ 15,266 - $ 15,266 Total |
||||
| $ 32,685 - $ 32,685 |
b. Other receivables
The Company's loss allowance for other receivable were as follows:
December 31, 2020
| December 31, 2020 | |||||
|---|---|---|---|---|---|
| Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization |
AR aging less than365 days - $ 619 - $ 619 |
AR aging of and more than 365 days 100% $ 1,335 1,335 $ - |
Counterparty in trading shown the indication of default events 100% $ 12,075 12,075 $ - |
Total | |
| $ 14,029 13,410 $ 619 |
Counterparty in trading shown the indication of default events was associate of the Company.
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December 31, 2019
| December 31, 2019 | |||||
|---|---|---|---|---|---|
| Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization |
AR aging less than365 days - $ 173 - $ 173 |
AR aging of and more than 365 days 100% $ 1,335 1,335 $ - |
Counterparty in trading shown the indication of default events 100% $ 12,075 12,075 $ - |
Total | |
| $ 13,583 13,410 $ 173 |
Counterparty in trading shown the indication of default events was associate of the Company.
The movements of the loss allowance of other receivables were as follows:
| Balance, beginning of year Add: Impairment loss recognized for the year Balance, end of year |
For the Year Ended December31,2020 $ 13,410 - $ 13,410 |
For the Year Ended December31,2019 |
For the Year Ended December31,2019 |
|---|---|---|---|
| $ - 13,410 $ 13,410 |
8. Inventory, net
| Real estate under development Real estate held for development Building and land held for sale Real estate under development ProjectItem Xinzhuang Fuduxin Kaohsiung 2nd Park E Building Plant Tucheng Mingde Sec. Hsinchu Fu Baitian Kaohsiung K13 Plant Real estate held for development ProjectItem Banqiao Puqian Sec. and Zhonghe Guangfu Sec. Tucheng Mingde Sec. Tucheng Yuanhe Sec. |
December31,2020 $ 1,399,910 1,468,198 4,852,736 $ 7,720,844 December31,2020 $ - 941,905 253,684 200,307 4,014 $ 1,399,910 December31,2020 $ 1,074,116 - 211,208 |
December31,2019 |
|---|---|---|
| $ 1,656,777 1,697,931 5,462,994 $ 8,817,702 December31,2019 |
||
| $ 1,474,939 180,696 - - 1,142 $ 1,656,777 December31,2019 |
||
| $ 1,074,116 229,733 211,208 |
(Continued on the next page)
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(Continued from the previous page)
| ProjectItem Beitou Enlightened Sec. Banqiao Guoguang Sec. (Capacity Transfer purpose) Xizhi Jinlong Sec. Nangang South Central Sec. Xizhi Fude Sec. (Capacity Transfer purpose) Tucheng Leli Sec. and Xuelin Sec. (Capacity Transfer purpose) |
December31,2020 $ 93,249 55,927 16,886 10,877 5,689 246 $ 1,468,198 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 93,249 55,927 16,886 10,877 5,689 246 $ 1,697,931 |
Building and land held for sale
| Building and land held for sale | |||
|---|---|---|---|
| Project Item Yanping South Rd. Di Jing Garden Tucheng ASE Residence Xinzhuang Fuduxin Ronghua Xizhi Li Garden ASE Center Earl Seventh generation Peony Bo City |
December31,2020 $ 2,466,909 1,013,923 936,248 277,562 57,954 49,642 43,778 6,720 $ 4,852,736 |
December31,2019 | |
| $ 2,533,015 2,371,247 - 374,060 71,432 60,652 45,868 6,720 $ 5,462,994 |
As of December 31, 2020 and 2019, inventories of $4,067,331 thousand and $6,810,427 thousand, respectively, are expected to be recovered after more than 12 months.
The relevant amounts of operating cost and inventory were as follows:
| Cost of Goods Sold The abovementioned cost of goods sold includes Loss on reduce inventory to market (Gain from price recovery of inventory) |
For the Year Ended December31,2020 $ 2,217,439 ($ 258,348) |
For the Year Ended December31,2019 |
For the Year Ended December31,2019 |
|---|---|---|---|
( |
$ 4,889,888 $ 393,878 |
For the years ended December 31, 2020 and 2019, loss on reduce inventory to market (gain from price recovery of inventory) was provided (reversed) mainly due to the construction project of Xinzhuang Fuduxin.
Please refer to Note 26 for the amount of inventory pledged by the Company as collateral against its secured borrowings.
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9. Financial assets at FVTOCI, net
Investments in equity instruments at FVTOCI
| Investments in equity instruments at FVTOCI | |||
|---|---|---|---|
| Non-current Domestic investment Listed (OTC) stock Foreign investment Limited liability partnership |
December 31, 2020 $ 3,587,830 - $ 3,587,830 |
December 31, 2019 | |
| $ 3,671,678 4,913 $ 3,676,591 |
The Company invested in equity instruments pursuant to its medium-term and long-term strategies for the purpose of making a profit; thus, the Company elected to designate these investments to be measured at FVTOCI.
Please refer to Note 26 for information about investments in equity instruments at FVTOCI pledged as collateral.
10. Investments Accounted for Using the Equity Method
| Investment in subsidiaries Investments in associates a. Investments in subsidiaries Non-Listed (Non-OTC) Company Hung Ching Kwan Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching Co., Limited Hung Ching New Co., Ltd. Superb First Co.,Ltd. ASE WeMall Management and Consulting Co., Ltd. |
December31,2020 $ 1,295,343 - $ 1,295,343 December31,2020 $ 627,600 509,171 71,700 51,281 30,971 4,620 $ 1,295,343 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 1,390,882 - $ 1,390,882 December31,2019 |
|||
| $ 657,849 592,092 72,156 45,642 19,586 3,557 $ 1,390,882 |
a. Investments in subsidiaries
The percentage of equity ownership and voting rights of the Company in the associates were as below:
| were as below: | ||
|---|---|---|
| Hung Ching Kwan Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching Co., Limited Hung Ching New Co., Ltd. Superb First Co., Ltd. ASE WeMall Management and Consulting Co., Ltd. |
December 31, 2020 63.5% 100% 100% 100% 100% 100% |
December 31, 2019 |
| 63.5% 100% 100% 100% 100% 100% |
Superb First Co., Ltd. was established in November 2018. In July 2019, the Company invested US$600 thousand and Superb First Co., Ltd. invested US$600 thousand in Shanghai You Chang Property Management Ltd. Co. The abovementioned investments were approved by the Investment Commission in July 2019.
The share of profit or loss and other comprehensive loss of the subsidiaries accounted for using the equity method for the years ended December 31, 2020 and 2019 was calculated
99
based on the financial statements of subsidiaries audited by the certified public accountant for the same period.
- b. Investments in associates
December 31, 2020 December 31, 2019 Investment in associates that are not individually material Hooyai Hotel Co. $ - $ -
The percentage of equity ownership and voting rights of the Company in the associates were both 46% on the balance sheet date.
Information of associates not individually material is summarized as follows:
| The Company's share Net loss for the year OTHER COMPREHENSIVE INCOME/(LOSS) Total comprehensive income |
For the Year Ended December 31, 2020 $ - - $ - |
For the Year Ended December 31, 2019 |
|---|---|---|
| ( $ 4,521 ) - ($ 4,521) |
The Company has discontinued the recognition of losses as the associate had negative equity as of December 31, 2019.
The share of profit and loss and other comprehensive income of the associates accounted for using the equity method and the Company for the years ended December 31, 2020 and 2019 were recognized based on the financial statements of associates audited by the certified public accountant for the same period.
11. Property, Plant and Equipment, Net
| Cost Balance as of January 1, 2019 Balance as of December 31, 2019 Accumulated depreciation and impairment Balance as of January 1, 2019 Depreciation expenses Balance as of December 31, 2019 Balance as of December 31, 2019, net |
Land $ 13,401 $ 13,401 $ - - $ - $ 13,401 |
Buildings and Property $ 136,578 $ 136,578 $ 115,864 545 $ 116,409 $ 20,169 |
Other Equipment $ 6,805 $ 6,805 $ 3,651 809 $ 4,460 $ 2,345 |
Total | |||
|---|---|---|---|---|---|---|---|
| $ 156,784 $ 156,784 $ 119,515 1,354 $ 120,869 $ 35,915 |
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| Cost Balance as of January 1, 2020 Addition Balance as of December 31, 2020 Accumulated depreciation and impairment Balance as of January 1, 2020 Depreciation expenses Balance as of December 31, 2020 Balance as of December 31, 2020, net |
Land $ 13,401 - $ 13,401 $ - - $ - $ 13,401 |
Buildings and Property $ 136,578 - $ 136,578 $ 116,409 545 $ 116,954 $ 19,624 |
Other Equipment $ 6,805 224 $ 7,029 $ 4,460 537 $ 4,997 $ 2,032 |
Total | |||
|---|---|---|---|---|---|---|---|
| $ 156,784 224 $ 157,008 $ 120,869 1,082 $ 121,951 $ 35,057 |
Property, plant and equipment of the Company are depreciated by straight-light method using the estimated useful lives as follows:
Buildings and Property 60 years Other Equipment 5 to 10 years
No above mentioned property, plant and equipment was pledged by the Company as collateral for borrowings.
12. Investment properties, net
| nvestment properties, net | ||||||
|---|---|---|---|---|---|---|
| Cost Balance as of January 1, 2019 Balance as of December 31, 2019 |
Land $ 549,521 $ 549,521 |
Buildings $ 2,958,303 $ 2,958,303 |
Total | |||
| $ 3,507,824 $ 3,507,824 |
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(Continued from the previous page)
| Land | Buildings | Total | ||||
|---|---|---|---|---|---|---|
| Accumulated depreciation and | ||||||
| impairment | ||||||
| Balance as of January 1, 2019 |
$ | 4,250 |
$ | 323,931 |
$ | 328,181 |
| Depreciation expenses |
- |
98,179 |
98,179 | |||
| Balance as of December 31, 2019 |
$ | 4,250 |
$ | 422,110 |
$ | 426,360 |
| Balance as of December 31, 2019, net | $ | 545,271 |
$ | 2,536,193 |
$ | 3,081,464 |
| Cost | ||||||
| Balance as of January 1, 2020 |
$ | 549,521 |
$ | 2,958,303 |
$ | 3,507,824 |
| Disposal |
( | 15,113) |
( | 715) |
( | 15,828) |
| Balance as of December 31, 2020 |
$ | 534,408 |
$ | 2,957,588 |
$ | 3,491,996 |
| Accumulated depreciation and | ||||||
| impairment | ||||||
| Balance as of January 1, 2020 |
$ | 4,250 |
$ | 422,110 |
$ | 426,360 |
| Disposal ( |
4,250 ) ( | 345 ) ( | 4,595 ) | |||
| Depreciation expenses |
- |
98,165 |
98,165 | |||
| Balance as of December 31, 2020 |
$ | - |
$ | 519,930 |
$ | 519,930 |
| Balance as of December 31, 2020, net | $ | 534,408 |
$ | 2,437,658 |
$ | 2,972,066 |
The investment property of the Company includes the mall of Tucheng ASE and the building of Hotel J Metropolis held by the Company.
Investment properties of the Company are depreciated by straight-light method using the estimated useful lives as follows:
Buildings and Property
Buildings and Property 20 to 60 years Air-conditioning equipment and others 5 to 20 years
The fair value of the investment property is derived by reference to appraisal report evaluated by appraisal company of non-related party and to the actual price registration of in the adjacent area by the management. Evaluation of fair value is shown below:
Fair value
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The operating lease is to lease merchandise inventory and investment property owned by the Company leases with lease terms of 1 to 15 years. The lessee does not have bargain purchase options to acquire the leasehold buildings at the end of the lease terms.
102
As of December 31, 2020 and 2018, the guarantee deposits received by the Company in accordance with operating lease agreements amounted to $17,568 thousand and $16,445 thousand, respectively.
The total future lease payments to be received of operating lease commitments (excluding variable lease payments) are as follows:
| 1st Year 2nd Year 3rd Year 4th Year 5th Year Over 5 years The Company held freehold interests in all of 26 for the amount of investment properties - borrowings. Other assets Current Prepayments Tax overpaid retained for offsetting the future tax payable Prepayments for construction and purchases Prepayments for building and land Prepaid expenses Other current assets Payments on behalf of others Non-current Refundable deposit Long-term prepaid expenses Other |
December 31, 2020 December 31, 2019 $ 40,202 $ 38,565 32,728 32,914 28,244 28,526 22,245 24,074 21,178 20,073 133,397 139,617 $ 277,994 $ 283,769 its investment properties. Please refer to Note net pledged by the Company as collateral for December31,2020 December31,2019 $ 42,807 $ 96,530 80,729 269,204 168,278 - 1,095 4,370 $ 292,909 $ 370,104 $ 3,647 $ 1,988 $ 153,590 $ 173,778 24,016 23,513 3,128 3,128 $ 180,734 $ 200,419 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 96,530 269,204 - 4,370 $ 370,104 $ 1,988 $ 173,778 23,513 3,128 $ 200,419 |
The Company held freehold interests in all of its investment properties. Please refer to Note 26 for the amount of investment properties - net pledged by the Company as collateral for borrowings.
13. Other assets
14. Borrowings
a. Short-term borrowings
| Short-term borrowings | |||
|---|---|---|---|
| Bank credit loans Bank secured loan (Note 26) Interest rate of bank credit loans Interest rate of bank secured loans |
December31,2020 $ 1,353,750 1,208,250 $ 2,562,000 1.40%-1.88% 0.94%-1.88% |
December31,2019 | |
| $ 1,078,250 1,235,750 $ 2,314,000 1.40%-1.88% 1.04%-1.88% |
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- b. Short-term bills payable, net
| Commercial paper payable (Note 26) Less: Discount on short-term bills payable Interest rate c. Long-term borrowings, net Secured loan (Note 26) Bank of Taiwan I (1) Bank of Taiwan II (2) DBS Bank and another bank (3) Less: Current portion matured in 1 year Long-term borrowings Interest rate |
December 31, 2020 $ 1,841,000 1,223 $ 1,839,777 1.328%-1.938% December 31, 2020 $ 2,111,120 124,038 278,100 2,513,258 495,085 $ 2,018,173 1.67%-1.90% |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 2,600,000 2,872 $ 2,597,128 1.768%-1.988% December 31, 2019 |
|||
| $ 2,200,000 172,208 473,940 2,846,148 135,267 $ 2,710,881 1.89%-1.91% |
-
1) The maturity date of the Company's loan from Bank of Taiwan I is May 16, 2033 with repayment method of interests paid monthly and principal paid by installments starting the 3rd year, and with Tucheng mall as collateral.
-
2) The maturity date of the Company's loan from Bank of Taiwan II is June 19, 2023 with repayment method of interests paid monthly and principal paid by installments starting the 2nd year, and with Tucheng mall as collateral.
-
3) The maturity date of the Company's loan from DBS Bank and another bank is May 16, 2021 with repayment method of interests paid monthly and principal paid by the date of maturity, and with Tucheng mall as collateral.
15. Trade payable
Trade payable classified as construction retainage payable for construction contracts were $4,199 thousand and $23,712 thousand as of December 31, 2020 and 2019, respectively. Construction retainage received, which is interest free, will be paid for each construction contract at the end of the construction retainage period. This retainage period is the Company’s normal operating cycle, which normally exceeds one year.
16. Other current liabilities
| Other current liabilities | |||
|---|---|---|---|
| Advance rental Receipts on behalf of others Guarantee deposits received Other |
December31,2020 $ 5,519 1,394 3,250 14 $ 10,177 |
December31,2019 | |
| $ 6,341 6,135 5,600 11 $ 18,087 |
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17. Post-retirement benefit plans
The Company adopted a pension plan under the Labor Pension Act, which is a government-managed defined contribution plan. The Company has made monthly contributions equal to 6% of each employee’s monthly salary to employees’ individual pension accounts of Bureau of Labor Insurance.
18. Equity
- a. Share capital
Ordinary shares
| Share capital Ordinary shares |
|||
|---|---|---|---|
| Authorized shares (In Thousand Shares) Authorized share capital Issued and fully paid shares (In Thousand Shares) Issued share capital |
December31,2020 540,306 $ 5,403,060 270,306 $ 2,703,060 |
December31,2019 | |
| 540,306 $ 5,403,060 270,306 $ 2,703,060 |
The par value of the issued ordinary shares is $10 per share. Each share is entitled to one voting right and right of receiving dividend.
- b. Capital surplus
| Capital surplus | |||
|---|---|---|---|
| To offset a deficit, to distribute as cash dividends or stock dividends Additional paid-in capital Treasury stock transaction |
December31,2020 $ 148,999 163,562 $ 312,561 |
December31,2019 | |
| $ 148,999 148,176 $ 297,175 |
The abovementioned capital surplus may be used to offset a deficit or to be distributed as cash dividends or stock dividends; however, the stock dividends have a limitation up to a certain percentage of the paid-in capital per year.
c.
Retained earnings and dividend policy
According to the Company’s Articles of Incorporation of the earnings distribution policy, the Company shall make appropriations from its net income (less any deficit), if any, to pay the taxes in comply with the laws, offset its accumulated deficit, set aside a legal reserve at 10% of the remaining earnings while no more set-aside if the legal reserve is up to the Company's paid-in capital, and then set aside or reverse a special reserve in accordance with the relevant laws or regulations. Of the remainder, together with any unappropriated earnings of prior years, shall be proposed by the Board of Directors as a plan for the distribution of the remaining undistributed earnings, and the shareholders shall resolve such plan in the shareholders’ meeting for distribution of dividends to shareholders. For the policies on employees’ compensation and remuneration of directors, which is stipulated in the Company's Articles of Incorporation, please refer to Note 20(7).
The Company’s current industrial development is in a mature period while the business development is still at a growth stage with investment plans and funding requests in the coming years. Therefore, in addition to the abovementioned policies, the distribution of earnings shall be based on at least 20% by cash dividends and the remainder shall be distributed in the form of stock dividends as distribution of shareholders’ dividends and bonuses for the year. However, if the Company obtains sufficient funds from external parties to meet its funding requests for the year, the proportion of cash dividends distributed above shall be increased to 40% on a discretionary basis.
105
As stated in the preceding paragraph, the Company may determine the most appropriate dividend policy and payment method depending on the actual operation of the year and taking into account the capital budget planning for the subsequent year.
The Company shall set aside a legal reserve until it equals the Company's paid-in capital. Legal reserve may be used to offset deficit. If the company has no deficit and the legal reserve has exceeded 25% of the company’s paid-in capital, the excess may be transferred to capital or distributed in cash.
The company appropriates and reverses special reserves in accordance with the regulations of Financial-Supervisory-Securities-Fa's Letter No. 1010012865, Financial-Supervisory-Securities-Fa's Letter No. 1010047490, and Financial-Supervisory-Securities-Fa's Letter No. 1030006415 issued by the FSC and the directive titled "Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs".
The appropriations of earnings for 2019 and 2018 had been approved in Hung Ching Co.’s shareholders’ meetings on June 18, 2020 and June 27, 2019, respectively, and they were as follows:
| were as follows: | |||
|---|---|---|---|
| Legal reserve Legal reserve (reversal) Cash dividends |
Appropriation of Earnings For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 $ 74,209 $ 41,873 ( 1,710 ) 19,660 486,551 324,367 |
Dividends Per Share ($) | |
| For the Year Ended December 31, 2019 $ 74,209 ( 1,710 ) 486,551 |
For the Year Ended December 31, 2019 $ 1.80 |
For the Year Ended December 31, 2018 |
|
| $ 1.20 |
The appropriations of earnings and dividends per share for the year ended December 31, 2020 had been proposed by the Company’s board of directors on March 5, 2021, and they were as follows:
| were as follows: | ||
|---|---|---|
| Legal reserve Special reserve Cash dividends |
Appropriation of Earnings $ 39,115 29,062 378,428 |
Dividends Per Share ($) |
| $ 1.40 |
The appropriations of earnings for the year ended December 31, 2020 is subject to the resolution of the shareholders in the shareholders’ meeting to be held on June 28, 2021.
d. Special reserve
| pecial reserve | |||
|---|---|---|---|
| Balance, beginning of year Special capital reserve provided (reversed) Balance, end of year |
For the Year Ended December 31, 2020 $ 320,202 ( 1,710) $ 318,492 |
For the Year Ended December 31, 2019 |
|
( |
$ 300,542 19,660 $ 320,202 |
A special capital reserve shall be provided for the difference between the market price of the Company’s shares held by the subsidiaries and the book value in proportion to their shareholdings and may be subsequently reversed as a result of the recovery of the market price.
106
e. Other equity items
- 1) Exchange differences on translating the financial statements of foreign operations
| Balance, beginning of year Exchange differences on translating the net assets of foreign operations Related income tax from gain on translating the net assets of foreign operations Balance, end of year |
For the Year Ended December31,2020 ( $ 6,642 ) 1,736 ( 347) ($ 5,253) |
For the Year Ended December31,2019 |
|---|---|---|
| ( $ 3,654 ) ( 3,735 ) 747 ($ 6,642) |
- 2) Unrealized gain (loss) on financial assets at FVTOCI
| Balance, beginning of year Recognized for the year Unrealized gain (loss) - equity instruments Balance, end of year |
For the Year Ended December31,2020 $ 2,660,412 ( 80,023) $ 2,580,389 |
For the Year Ended December31,2019 |
For the Year Ended December31,2019 |
|---|---|---|---|
( |
$ 1,561,557 1,098,855 $ 2,660,412 |
- f. Treasury Shares
(Unit: In Thousand Shares)
| Reasonsfor repurchase For the Year Ended December 31, 2020 Shares of the Company held by subsidiaries For the Year Ended December 31, 2019 Shares of the Company held by subsidiaries |
Number of shares, beginning of year 8,548 8,548 |
Increase for the year - - |
Decrease for the year - - |
Number of shares, end of year |
Number of shares, end of year |
|---|---|---|---|---|---|
| 8,548 8,548 |
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Information on shares of the Company held by subsidiaries on the balance sheet date is as follows:
| follows: | ||||
|---|---|---|---|---|
| Name of Subsidiary December 31, 2020 Hung Ching New Co., Ltd. December 31, 2019 Hung Ching New Co., Ltd. |
Number of Shares held (In Thousand Shares) 8,548 8,548 |
Carrying amount $ 164,116 $ 193,178 |
Market price | |
| $ 164,116 $ 193,178 |
The shares of the Company held by subsidiaries, which are considered as treasury shares, are bestowed shareholders’ rights, except for the rights to participate in any share issuance for cash and to vote.
19. Revenue
Contract balances
| Notes receivable (Note 7) Trade receivable (Note 7) Trade receivables from related parties (Note 7) Long-term notes receivable (Note 7) Contract liabilities - current Building and land for sale |
December 31, 2020 $ 3,158 $ 13,344 $ 1,922 $ 2,960 $ 413,174 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 7,366 $ 31,123 $ 1,562 $ 1,471 $ 103,498 |
Detailed information on the revenue is described in Note 31.
20. Net income from continuing operation
- a. Other income
| Interest Revenue of bank deposit Dividend income Other |
For the Year Ended December31,2020 $ 73 88,175 6,853 $ 95,101 |
For the Year Ended December31,2019 |
For the Year Ended December31,2019 |
|---|---|---|---|
| $ 180 110,269 4,530 $ 114,979 |
- b. Other gains and losses
| Other gains and losses | |||
|---|---|---|---|
| Gain (Loss) on disposal of investment properties Other loss |
For the Year Ended December31,2020 $ 6,748 ( 2,011) $ 4,737 |
For the Year Ended December31,2019 |
|
( |
( ( |
$ - 76) $ 76) |
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c. Finance costs
| Finance costs | |||
|---|---|---|---|
| Interest on bank loans Less: Amounts included in the cost of required assets Interest rate on interest capitalization Depreciation and amortization Property, plant and equipment Investment properties Long-term prepayment expenses (recorded as other non-current assets) Total Depreciation expenses summarized by function OPERATING COSTS OPERATING EXPENSES Amortization expenses summarized by function Operating expenses – amortization expense |
For the Year Ended December31,2020 $ 129,567 18,084 $ 111,483 1.40%-1.96% For the Year Ended December31,2020 $ 1,082 98,165 5,861 $ 105,108 $ 98,165 1,082 $ 99,247 $ 5,861 |
For the Year Ended December31,2019 |
|
| $ 188,249 65,309 $ 122,940 1.68%-2.32% For the Year Ended December31,2019 |
|||
| $ 1,354 98,179 4,317 $ 103,850 $ 98,179 1,354 $ 99,533 $ 4,317 |
d. Depreciation and amortization
e. Direct operating expenses of investment properties
For the Year Ended For the Year Ended December 31, 2020 December 31, 2019 Direct operating expenses of investment properties generating rental revenue $ 109,093 $ 108,561
f. Employee benefits expense
| Employee benefits expense | |||
|---|---|---|---|
| Short-term employee benefits expense Post-Retirement Benefits Defined contribution plans Other employee benefits Total employee benefit expenses Summarized by function Inventories, net OPERATING EXPENSES |
For the Year Ended December31,2020 $ 57,119 1,866 6,629 $ 65,614 $ - 65,614 $ 65,614 |
For the Year Ended December31,2019 |
|
| $ 62,360 1,711 7,886 $ 71,957 $ 2,518 69,439 $ 71,957 |
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- g. Employees’ compensation and remuneration of directors The Company accrued employees’ compensation and remuneration of directors at the rates of 1% to 7% and no higher than 3% for employees’ compensation and for remuneration of directors of net profit before tax, respectively. The employees’ compensation and remuneration of directors for the years ended December 31, 2020 and 2019, which were approved by the Company’s Board of Directors on March 5, 2021 and March 6, 2020, respectively, were as follows:
Accrual rates
| Accrual rates | ||||
|---|---|---|---|---|
| Employees' compensation Remuneration of directors Amount Employees' compensation Remuneration of directors |
For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 4% 4% 2% 1.75% For the Year Ended December 31,2020 For the Year Ended December 31,2019 Cash Stock Cash Stock $ 16,946 $ - $ 35,907 $ - 8,473 - 15,709 - |
For the Year Ended December 31, 2019 |
||
| Cash | Cash | Stock $ - - |
||
| $ 16,946 8,473 |
$ 35,907 15,709 |
If there is a change in the amounts after the parent company only financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate and adjusted in the accounts in the following year.
There was no difference between the actual amount paid of employees’ compensation and remuneration of directors and the amount recognized in the parent company only financial statements for the years ended December 31, 2019 and 2018.
Information on the employees’ compensation and remuneration of directors resolved by the Company’s board of directors for the years ended December 31, 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
21. Income Tax from continuing operations
- a. Income tax expense recognized in profit and loss account
Major components of income tax expense are as follows:
| Current tax In respect of the current year Surcharges on unappropriated earnings Adjustments for prior years Deferred income tax In respect of the current year Changes in tax rate Income tax expenses recognized in profit or loss |
For the Year Ended December 31, 2020 $ - 9,152 ( 2,679) 6,473 611 - 611 $ 7,084 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
( |
$ 97,167 5,990 215 103,372 604 - 604 $ 103,976 |
110
A reconciliation of accounting profit and current income tax expense is as follows:
| Net income from continuing operation Income tax expenses from income before income tax calculated at the statutory rate Fees that cannot be deducted from taxes Non-taxable income Unrecognized deductible temporary differences Income tax expenses from previous years adjusted for the year Surcharges on unappropriated earnings Income tax expenses recognized in profit or loss |
For the Year Ended December31,2020 $ 398,237 $ 79,647 4,399 ( 121,029 ) 37,594 ( 2,679 ) 9,152 $ 7,084 |
For the Year Ended December31,2019 |
|---|---|---|
| $ 846,067 $ 169,213 81,658 ( 155,675 ) 2,575 215 5,990 $ 103,976 |
b. Income tax recognized in other comprehensive income
| Deferred income tax Reverse to other comprehensive Income (Loss) Translating of foreign operations |
For the Year Ended December31,2020 ($ 347) |
For the Year Ended December31,2019 |
For the Year Ended December31,2019 |
|---|---|---|---|
| ( | $ 747 |
c. Deferred Tax Assets
The movements of deferred tax assets were as follows:
| For the Year Ended December 31, 2020 Deferred tax assets Financial assets at FVTOCI Property, plant and equipment Investment properties Exchange differences of foreign operations |
Balance, beginning of year $ 34,209 13,662 13,753 1,660 $ 63,284 |
Recognized in profit andloss $ - ( 355 ) ( 256 ) - ($ 611) |
Recognized in other comprehensive income $ - - - ( 347) ($ 347) |
Balance, end ofyear |
Balance, end ofyear |
|---|---|---|---|---|---|
( ( ( |
( ( |
$ 34,209 13,307 13,497 1,313 $ 62,326 |
111
| For the Year Ended December 31, 2019 Deferred tax assets Financial assets at FVTOCI Property, plant and equipment Investment properties Exchange differences of foreign operations |
Balance, beginning of year $ 34,209 14,017 14,002 913 $ 63,141 |
Recognized in profit andloss $ - ( 355 ) ( 249 ) - ($ 604) |
Recognized in other comprehensive income $ - - - 747 $ 747 |
Balance, end ofyear |
Balance, end ofyear |
|---|---|---|---|---|---|
( ( ( |
$ 34,209 13,662 13,753 1,660 $ 63,284 |
- d. Amounts of loss carryforward and deductible temporary differences for which no deferred tax assets have been recognized in the parent company only balance sheet
| Deductible temporary differences | December31,2020 $ 26,313 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 26,267 |
- e. Income tax assessments
The Company's annual income tax return of a profit-seeking enterprise have been assessed by the tax authorities through the 2018 annual income tax return of a profit-seeking enterprise.
22. Earnings per share
Numerator and denominator used in the computation of earnings per share (EPS) are as follows:
| For the Year Ended December 31, 2020 Basic EPS Net income to calculate basic EPS Effect of dilutive potential ordinary share: Employees' compensation Diluted EPS Net income to calculate diluted EPS For the Year Ended December 31, 2019 Basic EPS Net income to calculate basic EPS Effect of dilutive potential ordinary share: Employees' compensation Diluted EPS Net income to calculate diluted EPS |
Amount (numerator) after tax $ 391,153 - $ 391,153 $ 742,091 - $ 742,091 |
Shares (denominator) (In Thousand Shares) 261,758 1,017 262,775 261,758 1,683 263,441 |
EPS ($) | |
|---|---|---|---|---|
| aftertax | ||||
| $ 1.49 $ 1.49 $ 2.84 $ 2.82 |
If the Company offered to settle the employees' compensation in cash or shares, the Company presumes that the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees as compensation at their meeting in the following year.
23. Management of risks in capital
112
The Company conducts management of risks in capital to ensure that each entity of the Company would continue as a going concern with the premise of optimizing the balances of debt and equity, and to maximize shareholders’ equity. The overall strategy of the Company has no significant change.
The Company's capital structure consists of the Company's net debt (which is borrowings less cash and cash equivalents) and equity attributable to the owners of the Company (which are share capital, capital surplus, retained earnings, and other equity items).
The Company is not subject to any other external capital requirements.
The key management of the Company annually reviews the capital structure of the Company, including the capital costs of various categories and related risks. Based on recommendations of the key management, the Company will balance its overall capital structure through dividends distribution, new stock issuance, shares repurchase, and new debts issuance or old debts repayment, etc.
24. Financial Instruments
- a. Information on Fair value - Financial instruments measured at fair value on a recurring basis
1) Fair Value Hierarchy
| December 31, 2020 Financial assets at FVTOCI Investments in equity instruments Domestic listed (OTC) stock December 31, 2019 Financial assets at FVTOCI Investments in equity instruments Domestic listed (OTC) stock Foreign limited liability partnership |
Level 1 $3,587,830 Level 1 $3,671,678 - $3,671,678 |
Level 2 $ - Level 2 $ - - $ - |
Level 3 $ - Level 3 $ - 4,913 $ 4,913 |
Total | ||||
|---|---|---|---|---|---|---|---|---|
| $3,587,830 Total |
||||||||
| $3,671,678 4,913 $3,676,591 |
There was no transfer between Levels 1 and Level 2 for the years ended December 31, 2020 and 2019.
113
- 2) Reconciliation of Level 3 fair value measurement of financial instruments For the Year Ended December 31, 2020
| For the Year Ended December 31, 2020 | ||
|---|---|---|
| Financial assets Balance, beginning of year Recognized in other comprehensive income (unrealized gain (loss) on FVTOCI) Return on capital reduction Balance, end of year |
FVTOCI | |
| Equity instruments | ||
( |
$ 4,913 3,825 8,738) $ - |
For the Year Ended December 31, 2019
| For the Year Ended December 31, 2019 | ||
|---|---|---|
| Financial assets Beginning and ending balance of the year |
FVTOCI | |
| Equity instruments | ||
| $ 4,913 |
- 3) Valuation techniques and inputs applied for Level 3 fair value measurement
The foreign limited liability partnership is estimated at fair value based on estimated future cash flows of the disposal proceeds less costs of disposal.
- b. Categories of financial instruments
| Categories of financial instruments | ||
|---|---|---|
| Financial assets financial assets at amortized cost (Note 1) Financial assets at FVTOCI Investments in equity instruments Financial liabilities Measured at amortized cost (Note 2) |
December31,2020 $ 614,115 3,587,830 8,239,495 |
December31,2019 |
| $ 374,150 3,676,591 9,519,860 |
-
Note 1. The balances included financial assets measured at amortized cost which comprise cash, notes receivable, trade receivable - net, trade receivables from related parties, other receivables, long-term notes receivable and refundable deposits (recorded in other non-current assets), etc.
-
Note 2. The balances included financial liabilities measured at amortized cost which comprise short-term borrowings, short-term bills payable - net, notes payable, trade payable, trade payables to related parties, other payable, long-term borrowings - current portion, long-term borrowings - net, guarantee deposits, etc.
-
c.
-
Financial risk management objectives and policies
The Company’s major financial instruments included equity investments, loans and receivable, trade payable, short-term bills payable, and borrowings, etc. The Company’s Finance division provides services to each unit of the business, coordinates access to domestic financial markets, and monitors and manages the financial risks relating to the operations of the Company through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including interest rate risk and other price risk), credit risk and liquidity risk.
The Company manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner. Internal auditors review the compliance policies and risk exposure limits on an ongoing basis.
- 1) Market risk
114
As the Company is rarely engaged in foreign currency transactions, exposure to exchange rate risk for fluctuations in market exchange rates is minimal. At this stage, the Company’s dedicated unit reviews the assets and liabilities that are affected by exchange rates only on a regular basis.
Therefore, the Company’s activities exposed it primarily to the financial risks of changes in interest rates and other price risk.
a) Interest rate risk
The Company is exposed to interest rate risk because entities in the Company borrow funds at both fixed and floating interest rates. The Company manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates. The Company regularly assesses the fluctuation of interest rates by adjusting the affected positions to align them with interest rate views and risk preferences established to ensure the most cost effective hedging strategies are adopted.
The carrying amounts of financial assets and financial liabilities of the Company with exposures to interest rate on the balance sheet dates are as follows:
| follows: | ||
|---|---|---|
| Interest rate risk with fair value Financial liabilities Interest rate risk with cash flow Financial assets Financial liabilities Sensitivity analysis |
December 31, 2020 $ 1,839,777 427,621 5,075,258 |
December 31, 2019 |
| $ 2,597,128 157,475 5,160,148 |
The Company used the interest rate risk of non-derivatives financial instruments at the balance sheet date as basis. Facing the risk of changes in floating interest rates of financial assets and in market interest rates of financial liabilities, the Company uses 1% increase or decrease in market interest rates as a reasonable risk assessment for reporting changes in interest rates to the management. If the market interest rate had been 1% higher and all other variables were held constant, the Company’s pre-tax income for the years ended December 31, 2020 and 2019 would decrease by $46,476 thousand and $50,027 thousand, respectively.
b) Other price risk
The Company was exposed to equity price risk through its investments on equity securities of listed and OTC companies. This equity investment is not held for trading but a strategic investment. The Company does not actively trade these investments. Equity price risk of the Company is mainly concentrated on equity instruments in semiconductor packaging industry of the Taiwan Stock Exchange. Besides, the Company has appointed a dedicated unit to regularly monitor the price risk and assess when it is necessary to increase the risk hedging position.
115
Sensitivity analysis
If equity prices had been 10% lower, no impact would incur on the Company’s pre-tax income for the year ended December 31, 2020 and 2019. The Company’s pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would have decreased by $358,783 thousand and $367,168 thousand, respectively, due to changes in fair value of financial assets at FVTOCI.
2) Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the Company. As of the balance sheet date, the Company’s maximum exposure to credit risk due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the parent company only balance sheet.
The policies adopted by the Company are to trade with reputed counterparties only. If necessary, sufficient collateral must be obtained to reduce the risk of financial losses. Credit risk of the Company is evaluated against contracts with positive fair value at the balance sheet date. The trading counterparties of Company are financial institutions and organizations of company with good credit standing, so no significant credit risk is expected to incur.
To reduce credit risk, the management of the Company has delegated a dedicated team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is properly taken to recover overdue debts. Moreover, the Company reviews the recoverable amount of each individual trade receivable on the balance sheet date to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes that the Company’s credit risk has been significantly reduced.
The Company’s trade receivables consist of a large number of clients, mainly in Taiwan and Mainland China. The Company has no concentration of credit risk as it has transactions with different clients. The Company continuously assesses the financial position of its clients of the trade receivable.
3) Liquidity risk
The Board of Directors bears the ultimate liability for the liquidity risk management of the Company. The Company has established an appropriate liquidity risk management framework to meet its management demand for short-term, mid-term, and long-term funding and liquidity. The Company manages liquidity risk by maintaining adequate financing limit with banks and reserving flexibility of fundraising in the capital market as well as continuously monitoring the expected and actual cash flows and the maturity portfolio of financial assets and liabilities.
a) Table of liquidity risk
The following tables detail the analysis of the Company’s remaining contractual maturities for its non-derivative financial liabilities with agreed repayment periods. The tables was drawn up based on the undiscounted cash flows (including principal and estimated interest) of financial liabilities from the earliest date on which the Company may be required to pay.
116
| non-derivative financial liabilities Short-term borrowings Short-term bills payable, net notes and trade payable Trade payables to related parties Other payables Long-term borrowings, net non-derivative financial liabilities Short-term borrowings Short-term bills payable, net notes and trade payable Trade payables to related parties Other payables Long-term borrowings, net |
December 31, 2020 | December 31, 2020 | ||||
|---|---|---|---|---|---|---|
| Within 6 Months $1,950,017 1,841,000 71,933 962,743 243,547 399,647 $5,468,887 |
6 Months ~ 1 Year Above 1 Year $ 621,829 $ - - - - - - - 25,419 - 134,093 2,421,820 $ 781,341 $2,421,820 December 31, 2019 |
Total | ||||
| $2,571,846 1,841,000 71,933 962,743 268,966 2,955,560 $8,672,048 |
||||||
| Within 6 Months $2,037,896 2,600,000 61,846 1,390,773 236,303 62,921 $6,389,739 |
6 Months ~ 1 Year $ 283,111 - - - 51,617 125,568 $ 460,296 |
Above 1 Year $ - - - - - 3,239,094 $3,239,094 |
Total | |||
| $2,321,007 2,600,000 61,846 1,390,773 287,920 3,427,583 $ 10,089,129 |
b) Financing facilities
The bank loans are a significant source of liquidity for the Company. As of December 31, 2020 and 2019, the Company's amount of unused bank financing facilities amounted to $2,378,000 and $4,762,700, respectively.
25. Transactions with related parties
Except for those disclosed in other notes, the material transactions between the Company and other related parties are as follows.
a. Names and relationships of related parties
Name of related party Relationship with the Company Fuhua engineering Co., Ltd. Subsidiary Hung Ching Kwan Co., Ltd. Subsidiary Hung Ching New Co., Ltd. Subsidiary ASE WeMall Management and Consulting Co., Subsidiary Ltd.
Advanced Semiconductor Engineering, Inc. and its subsidiaries Jason C.S. Chang Richard H.P. Chang Hooyai Hotel Co.
Investor having significant influence
Investor having significant influence Investor having significant influence Associates
117
b. Operating revenue
| Operating revenue | ||||
|---|---|---|---|---|
| Item Sales Revenue of Building and Land Rental revenue |
Category and name of related party Investor having significant influence Advanced Semiconductor Engineering, Inc. Associates Hooyai Hotel Co. Investor having significant influence Advanced Semiconductor Engineering, Inc. Subsidiary Hung Ching Kwan Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching New Co., Ltd. |
For the Year Ended December 31, 2020 $ - $ - 8,114 57 453 57 $ 8,681 |
For the Year Ended December 31, 2019 |
|
| $ 2,326,000 $ 8,400 9,970 57 57 57 $ 18,541 |
The Company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
The Company has entered into certain lease agreements with significant investors, subsidiaries, and associates, and the rentals are received monthly or annually with rent terms expired one after another before December 31, 2025.
- c. Purchases
| Purchases | |||
|---|---|---|---|
| Category andname of related party Subsidiary Fuhua engineering Co., Ltd. |
For the Year Ended December31,2020 $ 864,851 |
For the Year Ended December31,2019 |
|
| $ 1,365,924 |
The Company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
The Company’s real estate under development are mainly contracted with subsidiaries of the Company for construction.
118
d. Receivables from related parties (excluding loans to related parties)
| Item Trade receivables from related parties |
Category and name of related party Investor having significant influence Advanced Semiconductor Engineering, Inc. Jason C.S. Chang |
December 31, 2020 $ 1,400 522 $ 1,922 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ 1,562 - $ 1,562 |
The Company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
The outstanding balances of payables from related parties is not collateralized. No loss allowance was set aside for receivables from related parties for the years ended December 31, 2020 and 2019.
-
e.
-
Payable from related party (excluding borrowings from related parties)
| Item Trade payables to related parties |
Category and name of related party Subsidiary Fuhua engineering Co., Ltd. Investor having significant influence Jason C.S. Chang |
December 31, 2020 $ 962,493 250 $ 962,743 |
December 31, 2019 |
||
|---|---|---|---|---|---|
| $ 1,390,773 - $ 1,390,773 |
The Company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
The outstanding balance of payables from related parties is not collateralized.
-
f.
-
Transactions with other related parties
ASE WeMall Management and Consulting Co., Ltd. provided management services to the Company for Tucheng mall, and the management fees recognized and paid for the years ended December 31, 2020 and 2019 were $23,757 thousand and $19,829 thousand, respectively.
-
g.
-
Endorsements/guarantees
Real estate of subsidiary is provided for the amount of the Company's endorsements/guarantees. Please refer to Appendix 1.
- h. Compensation of key management personnel
| Short-term employee benefits expense Post-Retirement Benefits |
For the Year Ended December31,2020 $ 35,770 718 $ 36,488 |
For the Year Ended December31,2019 |
For the Year Ended December31,2019 |
|---|---|---|---|
| $ 31,593 611 $ 32,204 |
The remuneration of directors and other members of key management personnel, as determined by the remuneration committee, was based on the individual performance and market trends.
119
-
i. Jason C.S. Chang and Richard H.P. Chang both provided notes and real estate as collateral for short-term notes issued by the Company for the years ended December 31, 2020 and 2019.
-
j. In May 2011, the Company entered into the Tucheng land co-construction and split-sales contract with Jason C.S. Chang, whereby Jason C.S. Chang provided the land subject to the Contract, and the Company contributed capital and land for the co-construction of the residential building and shopping mall of Tucheng. Per the contract, the distribution ratio of sales proceeds is 20% for Jason C.S. Chang and 80% for the Company. In November 2018, the Company’s Board of Directors approved the lease of the land of Tucheng mall for the portion held by Jason C.S. Chang, and in March 2020, the Company agreed with Jason C.S. Chang and the Board of Directors resolved to grant rent-free until the end of 2020. The lease agreement will be entered with both parties reach agreement in 2021. In addition, in respect of the abovementioned co-construction projects, Jason C.S. Chang provided the Company with his ownership of the co-construction land as collateral of the bank loans for the construction projects.
-
k. The Company acquired the land of major road entrance and exit for the expected co-construction development project from Luchu Development Corporation, a subsidiary of Advanced Semiconductor Engineering, Inc., at a purchase price of $57,522 thousand and the transfer of ownership of the land was completed in November 2017. Per the letter of intent of the co-construction, the distribution ratio of sales proceeds shall be agreed upon after the Company obtains the construction license and after appraisal by both parties, and then a agreement of co-construction and split-sales shall be entered into.
-
l. The Company and Advanced Semiconductor Engineering, Inc. signed a co-development contract pursuant to the spirit of co-construction in June 2020 with agreements that the Company leases the self-constructed plants, of which Advanced Semiconductor Engineering, Inc. and its associates own the right of first refusal upon completion of the construction, and the final transaction price will be the selling price less the distribution ratio of co-construction valued by experts.
26. Pledged Assets
The following assets of the Company, listed by net carrying amount, were provided to banks as collateral for short-term borrowings, short-term bills payable - net, long-term borrowings - current portion, and long-term borrowings.
| current portion, and long-term borrowings. | ||
|---|---|---|
| Inventories, net Financial assets at FVTOCI - non-current, net Investment properties, net |
December 31, 2020 $ 1,994,524 3,524,762 2,875,261 |
December 31, 2019 |
| $ 4,549,399 3,607,136 2,901,021 |
27. Supplementary disclosures
Relevant Information on a. Significant transactions and b. Invested companies:
-
1) Financing provided to others: None
-
2) Endorsements/guarantees provided for others: Appendix 1
-
3) Marketable securities held at year end (excluding investment in subsidiaries, associates and joint ventures): Appendix 2
-
4) Marketable securities acquired or disposed of at costs or prices at least NT$300 million or 20% or greater of the paid-in capital: None
120
-
5) Acquisition of real estate at costs of at least NT$300 million or 20% or greater of the paid-in capital: None
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital or more: None
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital: Appendix 3
-
8) Receivables from related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital: Appendix 4
-
9) Trading in derivative instruments: None
-
10) Information on investees: Appendix 5
-
c. Information on investments in mainland China
-
1) Information on any investee in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding percentage, net income of investee, investment gain (loss) recognized in the current period, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Appendix 6
-
2) Significant transactions directly or indirectly through third region with investee companies in mainland China, and their prices, terms of payment, unrealized gain or loss: None
-
a) Purchase amount and percentage, and the ending balance and percentage of the related payables: None
-
b) Sales amount and percentage, and the ending balance and percentage of the related receivables: None
-
c) Property transaction amounts and the resulting gain or loss: None
-
d) Ending balances and the purposes of endorsements/guarantees or collateral provided: None
-
e) The maximum remaining balance, ending balance, range of interest rate and total amount of current interest of financing facilities: None
-
f) Other transactions having a significant impact on profit or loss or financial position for the period, such as provision or receipt of service: None
-
-
d. Information of major shareholder: List of all shareholders with ownership of 5 % or greater showing the names and the number of shares and percentage of ownership held by each shareholder. (Appendix 7)
121
Hung Ching Development & Construction Co., Ltd. and Subsidiaries Endorsements/Guarantees Provided for Others
January 1 to December 31, 2020
Appendix 1
Unit: In Thousands of New Taiwan Dollars
| Code | Company Name of Endorsements/guarantees Provider |
Parties BeingEndorsed/guaranteed | Parties BeingEndorsed/guaranteed | Limits on Endorsement/ Guarantee Provided for a Single Entity (Note 1) |
Maximum Amount Endorsed/ Guaranteed in the current period |
Outstanding Balance of Endorsement/ Guarantee - Ending |
Actual Amount Used |
Amount of Endorsed/ Guaranteed Secured with Collateral (Note 2) |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Maximum Limit on Endorsement/ Guarantee Limit (Note 1) |
Endorsement/ Guarantee Provided by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Provided by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Provided on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Company Name |
Relationship | ||||||||||||
| 1 | Hung Ching Kwan Co., Ltd. |
The Company |
Subsidiary of the Company |
$ 1,483,452 |
$ 1,000,000 | $ 1,000,000 | $ 200,000 | $ 1,000,000 | 101.12% |
$ 1,483,452 | N | Y | N |
Note 1. It was calculated based on 150% of the net value of shareholders' equity of Hung Ching Kwan Co., Ltd. 's financial statements audited by the certified public accountant as of December 31, 2020. Note 2. Real estate provided by Hung Ching Kwan Co., Ltd. as collateral
122
Hung Ching Development & Construction Co., Ltd. and Subsidiaries Marketable Securities Held at Year End
December 31, 2020
Appendix 2
Unit: In Thousands of New Taiwan Dollars or Foreign Currency
| Name of Holding Company |
Type and Name of Marketable Security | Relationship with the Issuer of Marketable Security |
Account Title | Yearend | Yearend | Remark | ||
|---|---|---|---|---|---|---|---|---|
| Shares (In Thousand Shares)/ Number of Shares/ Unit |
Carrying amount | Shareholding Percentage % |
Fair value | |||||
| The Company Hung Ching New Co., Ltd. |
Stock ASE Industrial Holding Co., Ltd. Other-Limited liability partnership Ripley Cable Holdings I, L.P. Stock Hung Ching Development & Construction Co., Ltd. Fund Yuanta Polaris Wan Tai Fund TCB US Short Duration High Yield Bond Fund |
Major shareholder of the Company - Parent Company - - |
Financial assets at FVTOCI - non-current, net Financial assets at FVTOCI - non-current, net Financial assets at FVTOCI - non-current, net Financial assets at fair value through profit or loss - current Financial assets at fair value through profit or loss - current |
44,131 - 8,548 927 300 |
$ 3,587,830 - 164,116 14,142 2,969 |
1.0 4.1 3.2 - - |
$ 3,587,830 - 164,116 14,142 2,969 |
Note 1 and 2 Note 3 Note 2 Note 4 Note 4 |
Note 1. Of which 43,355 thousand shares (net carrying amount of $3,524,762 thousand) were provided to financial institutions as financial guarantees.
Note 2. Market price was calculated based on the closing price as of December 31, 2020.
Note 3. Investment in foreign limited liability partnership; Fair value is estimated based on future cash flows of expected disposal proceeds less costs of disposal.
Note 4. Market price was calculated based on the net value as of the last transaction date in December, 2020.
123
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Total purchases from or sales to related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital
January 1 to December 31, 2020
Appendix 3
Unit: In Thousands of New Taiwan Dollars
| Buyer/Seller | Counterparty | Relationship | Transaction Details | Transaction Details | Transaction Details | Terms and Reasons of Abnormal Transaction |
Terms and Reasons of Abnormal Transaction |
Notes/Trade Receivable (Payable) | Notes/Trade Receivable (Payable) | Remark |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sales | Amount |
% to Total Purchases or Sales |
Payment Terms | Unit Price | Payment Terms | Balance | % to Total Notes/Trade Receivable (Payable) |
||||
| The Company Fuhua engineering Co., Ltd. |
Fuhua engineering Co., Ltd. The Company |
Subsidiary Parent Company |
Purchase Sales |
$ 864,851 ( 1,089,722 ) |
93.86% ( 99.94% ) |
In comply with the terms of contracts In comply with the terms of contracts |
$ - - |
- - |
( $ 962,493 ) 962,493 |
93.02% 100.00% |
Note 1 and 2 Note 1 and 2 |
Note 1. Payment for construction
Note 2. The difference between the purchases and sales of Fuhua engineering and the Company was due to the recognition of related revenue and cost by Fuhua engineering Co., Ltd. under the percentage of completion method.
124
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Receivables from related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital
December 31, 2020
| December 31, 2020 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Appendix 4 | Unit: In Thousands of New Taiwan Dollars | |||||||
| Company recording receivables | Counterparty | Relationship | Balance of receivables from related parties |
Turnover rate | Overdue balance of receivables from relatedparties |
Amount received of receivables from related parties after the balance sheet date |
Allowance for Bad Debts |
|
| Amount | Action taken | |||||||
| Fuhua engineering Co., Ltd. | The Company | Parent Company | $ 962,493 | Note 1 | $ - | - | $ 390,843 | $ - |
Note 1. In comply with the collection term of the contract. Not applicable.
125
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Relevant Information on Information on Investee Companies, location, ..... etc.
January 1 to December 31, 2020
Appendix 5
Unit: In Thousands of New Taiwan Dollars or Foreign Currency
| Name of Investor Company |
Investee company | Location | Main businesses | Initial invest | ment amount | Held at year end | Investee company's income in the current period |
Investment gain (loss) recognized in the currentperiod(Note 1) |
Remark | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the Current Period |
End of the Previous Period |
Number of Shares (In Thousand Shares) |
Ratio % | Carrying amount | |||||||
| The Company | Hung Ching Kwan Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching Co., Limited Hung Ching New Co., Ltd. Superb First Co., Ltd. ASE WeMall Management and Consulting Co., Ltd. Hooyai Hotel Co. |
Taipei City Taipei City Hong Kong Taipei City Seychelles Taipei City Hsinchu City |
Leasing of mall and office building Contractor of construction projects General investment Retailer of household equipment and supplies General investment Management consulting business General hotels and restaurants |
$ 907,441 539,077 8,540 (HK$2,325) 179,996 17,088 (US$600) 5,000 14,672 |
$ 907,441 539,077 8,540 (HK$2,325) 179,996 17,088 (US$600) 5,000 14,672 |
82,495 65,000 1,099 46,300 600 500 828 |
63.5 100.0 100.0 100.0 100.0 100.0 46.0 |
$ 627,600 509,171 71,700 (HK$19,521) 51,281 30,971 (US$1,087) 4,620 - |
( $ 47,666 ) 49,470 ( 1,625 ) (HK$-427) 10,939 10,818 (US$366) 1,063 ( 8,559 ) |
( $ 30,249 ) 34,779 ( 1,625 ) (HK$-427) ( 4,447 ) 10,818 (US$366) 1,063 - |
Note 2 Note 3 Note 4 |
Note 1. It was calculated based on the financial statements of investees company audited by the certified public accountant for the same period.
Note 2. The investment gains recognized in the current period included unrealized gains of $84,377 thousand and realized gains of $69,686 thousand of upstream transactions.
Note 3. The investment gains and losses recognized in the current period include the Company's cash dividends received by subsidiary amounted to $15,386 thousand.
Note 4. The consolidated company has discontinued the recognition of losses as the associate had negative equity as of December 31, 2019.
Note 5. Except for the profit or loss in the current period and investment gain or loss recognized in the current period of the investee companies were based on the average exchange rate for the year ended December 31, 2020 of HKD$1=NT$3.809, US$1=NT$29.549 and RMB$1=NT$4.282, the amounts shown in this table are translated into NTD at the exchange rates by the end of December of HKD$1=NT$3.673, US$1=NT$28.480 and RMB$1=NT$4.377.
Note 6. Please refer to Appendix 6 for information on investments in Mainland China
126
Hung Ching Development & Construction Co., Ltd. and Subsidiaries Information on Investments in Mainland China
January 1 to December 31, 2020
Appendix 6
Unit: In Thousands of New Taiwan Dollars or Foreign Currency, Unless Otherwise Specified
| Investee Companies in Mainland |
Main businesses | Pa | id-in Capital | Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan - Beginning of thePeriod |
Ou | tward/InwardRemittance | of Fundsinthe current period | Accumulated Outward Remittance for Investment from Taiwan - End of the Period |
Investee company's income in the current period |
Shareholding Percentage of Direct or Indirect Investment |
Investment Gain (Loss) Recognized in the current period (Note 4) |
Carrying Amount of Investment - End of the Period |
Accumulated Repatriation of Investment Income by the End of the Current Period |
Remark |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Outward | Inward | ||||||||||||||
| Shanghai Youhong Engineering Technical Consulting Ltd. Co. Shanghai Hong Rong Property Management Ltd. Co. Shanghai You Chang Property Management Ltd. Co. |
Technical consulting services of electronic engineering and architectural engineering Consulting services of property management and construction and technical consulting services of architectural engineering Consulting services of property management and construction and technical consulting services of architectural engineering |
$ (HK$2,3 (RMB$5 (US$600 |
8,540 25) 2,189 00) 17,088 ) |
Note 1 Note 2 Note 3 |
$ 8,540 (HK$2,325) - 17,088 (US$600) |
$ | - - - |
$ - - - |
$ 8,540 (HK$2,325) - 17,088 (US$600) |
( $ 1,625 ) (HK$-427) 2,217 (RMB$518) 10,818 (US$366) |
100.00% 100.00% 100.00% |
( $ 1,625 ) (HK$-427) 2,217 (RMB$518) 10,818 (US$366) |
$ 71,700 (HK$19,521) 26,837 (RMB$6,131) 30,971 (US$1,087) |
$ - - - |
|
| tments in | |||||||||||||||
| Accumulated Outward Rem Mainland Ch |
ittance for Investment from Ta ina- End ofthePeriod |
iwan to | Investment Amou | nts Authorized MO |
by the Investment Commission EA |
, | Upper Limit on Inves | tment on the Company's Inves Mainland China |
tments in | ||||||
| $ (US$2,31 | 66,045 9) |
$ (US$2,369) | 67,469 | $ | 4,982,341 (Note 5) |
Note 1. Shanghai Youhong Engineering Technical Consulting Ltd. Co. was invested through the investee company, Hung Ching Co., Limited.
Note 2. It was invested by Shanghai Youhong Engineering Technical Consulting Ltd. Co. with its own capital, and the Company did not remit the funds separately.
Note 3. Shanghai You Chang Property Management Ltd. Co. was invested through the investee company, Superb First Co., Ltd..
Note 4. Investment income in the current period was calculated based on the financial statements audited by the certified public accountant for the same period.
Note 5. In accordance with the "Principles for Review of Investment or Technical Cooperation in the Mainland China" of the Investment Commission, it regulates the higher of 60% of the Company's net value or consolidated net value.
Note 6. Except for the profit or loss in the current period and investment gain or loss recognized in the current period of the investee companies were based on the average exchange rate for the year ended December 31, 2020 of HKD$1=NT$3.809, US$1=NT$29.549 and RMB$1=NT$4.282, the amounts shown in this table are translated into NTD at the exchange rates by the end of December of HKD$1=NT$3.673, US$1=NT$28.480 and RMB$1=NT$4.377.
127
Hung Ching Development & Construction Co., Ltd. Information on Major Shareholders December 31, 2020
Appendix 7
| Major Shareholder's name | Shares | Shares |
|---|---|---|
| Number of Shares held |
Shareholding Percentage(%) |
|
| Advanced Semiconductor Engineering, Inc. Morgan Stanley & Co. International Plc, Value Investing Company with HSBC as custodian Brilliant Capital Profits Limited with HSBC as custodian |
68,629,782 44,200,805 22,433,200 |
25.38 16.35 8.29 |
-
Note 1. Information on major shareholders in this table is provided by Taiwan Depository & Clearing Corporation according to information on shareholders holding at least 5% or greater of ordinary shares and preferred shares (including treasury shares) that have been issued and delivered without physical registration by the Company on the last business day at the end of the current quarter. Share capital indicated in the Company's consolidated financial statements may differ from the actual number of shares that have been issued and delivered without physical registration as a result of different basis of preparation.
-
Note 2. If a shareholder delivers its shareholding information to the trust, the aforesaid information shall be disclosed by the individual trustee who opened the trust account. For a shareholder who declares its shareholdings as an insider holding more than 10% of shares in accordance with the Securities and Exchange Act, such shareholding information shall include shares held by the shareholder and those delivered to the trust over which the shareholder has the right to determine the use of trust property. For information on declaration of shareholdings by insiders, please visit the Market Observation Post System.
128
STATEMENTS OF MAJOR ACCOUNTING SUBJECTS
| ITEM Major Accounting Items in Assets, Liabilities and Equity Statement of cash Statement of Inventories Statement of Prepayments Statement of other current assets Statement of financial assets at fair value through other comprehensive income - non-current Statement of changes in investments accounted for using the equity method Statement of changes in property, plant and equipment Statement of changes in investment properties Statement of deferred tax assets Statement of other non-current assets Statement of short-term borrowings Statement of short-term bills payable Statement of other current liabilities Statement of long-term borrowings Major Accounting Items in Profit or Loss Statement of operating revenue Statement of operating cost Statement of marketing expenses Statement of general and administrative expenses Statement of other gains and losses, net Statement of finance costs Summary Statement of Current Period Employee Benefits, Depreciation, Depletion and Amortization Expenses by Function |
CODE / INDEX |
|---|---|
| Statement 1 Statement 2 Note 13 Note 13 Statement 3 Statement 4 Note 11 Note 12 Note 21 Note 13 Note 14, Statement 5 Note 14, Statement 6 Note 16 Note 14, Statement 7 Statement 8 Statement 8 Statement 9 Statement 9 Note 20 Note 20 Note 20, Statement 10 |
129
Hung Ching Development & Construction Co., Ltd. Statement of cash
December 31, 2020
| Statement of cash December 31, 2020 |
Statement of cash December 31, 2020 |
Statement of cash December 31, 2020 |
|
|---|---|---|---|
| Statement 1 Item Petty cash and cash on hand Bank Deposits Time deposits Check deposits |
Unit: In Thousands of New Taiwan Dollars, Unless Otherwise Specified Summary Amount $ 2,034 427,621 8,867 $ 438,522 |
||
| $ 2,034 427,621 8,867 $ 438,522 |
130
Hung Ching Development & Construction Co., Ltd. Statement of changes in inventories, net January 1 to December 31, 2020
Statement 2
Unit: In Thousands of New Taiwan Dollars
| Construction Project Real estate under development Xinzhuang Fuduxin Kaohsiung 2nd Park E Building Plant Tucheng Mingde Sec. Hsinchu Fu Baitian Kaohsiung K13 Plant Real estate held for development Banqiao Puqian Sec. and Zhonghe Guangfu Sec. Tucheng Mingde Sec. Tucheng Yuanhe Sec. Beitou Enlightened Sec. Banqiao Guoguang Sec. (Capacity Transfer purpose) Xizhi Jinlong Sec. Nangang South Central Sec. Xizhi Fude Sec. (Capacity Transfer purpose) Tucheng Leli Sec. and Xuelin Sec. (Capacity Transfer purpose) Xizhi Balian Sec. - Qidai (Note 2) Xizhi North Peak Sec. - Peony (Note 2) Building and land held for sale Yanping South Rd. Di Jing Garden Tucheng ASE Residence Xinzhuang Fuduxin Ronghua Xizhi Li Garden ASE Center Earl Seventh generation Peony Bo City Total |
Balance, beginning of year $ 1,474,939 180,696 - - 1,142 1,656,777 1,074,116 229,733 211,208 93,249 55,927 16,886 10,877 5,689 246 - - 1,697,931 2,533,015 2,371,247 - 374,060 71,432 60,652 45,868 6,720 5,462,994 $ 8,817,702 |
Increase (decrease) for the year $ 132,242 761,209 23,951 200,307 2,872 1,120,581 - - - - - - - - - - - - ( 66,106 ) ( 1,357,324 ) ( 929,281 ) ( 96,498 ) ( 13,478 ) ( 11,010 ) ( 2,090 ) - ( 2,475,787) ($ 1,355,206) |
Reclassification and others (Note 1) ( $ 1,607,181 ) - 229,733 - - ( 1,377,448) - ( 229,733 ) - - - - - - - - - ( 229,733) - - 1,865,529 - - - - - 1,865,529 $ 258,348 |
Balance, end of year |
|
|---|---|---|---|---|---|
( ( ( ( ( ( ( ( ( |
( ( ( ( |
$ - 941,905 253,684 200,307 4,014 1,399,910 1,074,116 - 211,208 93,249 55,927 16,886 10,877 5,689 246 - - 1,468,198 2,466,909 1,013,923 936,248 277,562 57,954 49,642 43,778 6,720 4,852,736 $ 7,720,844 |
Note 1. Including real estate under development recognized and transferred from real estate held for development amounted to $229,733 thousand, building and land held for sale recognized and transferred from real estate under development amounted to $1,607,181 thousand, and gain from price recovery of inventory reversed from building and land held for sale amounted to $258,348 thousand.
Note 2. The carrying amount is zero, net of allowance for loss on reduce inventory to market,
Note 3. The carrying amount of inventories amounted to $1,994,524 thousand was provided as collateral for short-term bills payable and long-term borrowings.
131
Hung Ching Development & Construction Co., Ltd.
Statement of financial assets at fair value through other comprehensive income - non-current January 1 to December 31, 2020
| January 1 to December 31, 2020 | January 1 to December 31, 2020 | |||||||
|---|---|---|---|---|---|---|---|---|
| Statement 3 Name Domestic listed stock ASE Industrial Holding Co., Ltd. Foreign limited liability partnership Ripley Cable Holdings I, L.P. |
Balance, beginningofyear Shares Fair value 44,131 $ 3,671,678 - 4,913 $ 3,676,591 |
Changes for theyear(Note 2) Shares Amount - $ - - ( 8,738) ($ 8,738) |
Unrealized gain (loss) on financial products ( $ 83,848 ) 3,825 ($ 80,023) |
Unit: In Thousands of New Taiwan Dollars/ In Thousand Shares Balance, end ofyear Guarantee orpledge Shares Fair value 44,131 $ 3,587,830 Note 1 - - - $ 3,587,830 |
||||
| Shares 44,131 - |
Shares - - |
Shares 44,131 - |
||||||
( ( |
Note 1 - |
Note 1. 43,355 thousand shares (net carrying amount of $3,524,762 thousand) were provided to financial institutions as financial guarantees. Note 2. The change for the year represented the partial refund of investment held in foreign limited liability partnerships amounted to $8,738 thousand.
132
Hung Ching Development & Construction Co., Ltd.
Statement of changes in investments accounted for using the equity method January 1 to December 31, 2020
| Statement 4 Investee Companies Non-listed (Non-OTC) stock Hung Ching Kwan Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching Co., Limited Hung Ching New Co., Ltd. Superb First Co., Ltd ASE WeMall Management and Consulting Co., Ltd. Hooyai Hotel Co. |
Balance, beginning of year Shares Amount 82,495 $ 657,849 65,000 592,092 1,099 72,156 46,300 45,642 600 19,586 500 3,557 828 - $1,390,882 |
Balance, beginning of year Shares Amount 82,495 $ 657,849 65,000 592,092 1,099 72,156 46,300 45,642 600 19,586 500 3,557 828 - $1,390,882 |
Changes for the year Shares Amount - $ - - - - - - 15,386 - - - - - - $ 15,386 |
Changes for the year Shares Amount - $ - - - - - - 15,386 - - - - - - $ 15,386 |
Cash dividends $ - ( 117,700 ) - ( 5,300 ) - - - ($ 123,000) |
Investment gain (loss) recognized ( $ 30,249 ) 34,779 ( 1,625 ) ( 4,447 ) 10,818 1,063 - $ 10,339 |
Cumulative translation adjustments $ - - 1,169 - 567 - - $ 1,736 |
Unit: In Thousands of New Taiwan Dollars/ In Thousand Shares Balance, end of year Market price or net value of ownership Shares Shareholding % Amount Remark 82,495 63.5 $ 627,600 $ 627,600 Note 1 65,000 100.0 509,171 836,864 Note 1 and 2 1,099 100.0 71,700 71,700 Note 1 46,300 100.0 51,281 215,397 Note 1 and 3 600 100.0 30,971 30,971 Note 1 500 100.0 4,620 4,620 Note 1 828 46.0 - ( 7,070) Note 1 and 4 $1,295,343 $1,780,082 |
Unit: In Thousands of New Taiwan Dollars/ In Thousand Shares Balance, end of year Market price or net value of ownership Shares Shareholding % Amount Remark 82,495 63.5 $ 627,600 $ 627,600 Note 1 65,000 100.0 509,171 836,864 Note 1 and 2 1,099 100.0 71,700 71,700 Note 1 46,300 100.0 51,281 215,397 Note 1 and 3 600 100.0 30,971 30,971 Note 1 500 100.0 4,620 4,620 Note 1 828 46.0 - ( 7,070) Note 1 and 4 $1,295,343 $1,780,082 |
Unit: In Thousands of New Taiwan Dollars/ In Thousand Shares Balance, end of year Market price or net value of ownership Shares Shareholding % Amount Remark 82,495 63.5 $ 627,600 $ 627,600 Note 1 65,000 100.0 509,171 836,864 Note 1 and 2 1,099 100.0 71,700 71,700 Note 1 46,300 100.0 51,281 215,397 Note 1 and 3 600 100.0 30,971 30,971 Note 1 500 100.0 4,620 4,620 Note 1 828 46.0 - ( 7,070) Note 1 and 4 $1,295,343 $1,780,082 |
Unit: In Thousands of New Taiwan Dollars/ In Thousand Shares Balance, end of year Market price or net value of ownership Shares Shareholding % Amount Remark 82,495 63.5 $ 627,600 $ 627,600 Note 1 65,000 100.0 509,171 836,864 Note 1 and 2 1,099 100.0 71,700 71,700 Note 1 46,300 100.0 51,281 215,397 Note 1 and 3 600 100.0 30,971 30,971 Note 1 500 100.0 4,620 4,620 Note 1 828 46.0 - ( 7,070) Note 1 and 4 $1,295,343 $1,780,082 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares 82,495 65,000 1,099 46,300 600 500 828 |
Shares - - - - - - - |
Shares 82,495 65,000 1,099 46,300 600 500 828 |
Shareholding % 63.5 100.0 100.0 100.0 100.0 100.0 46.0 |
||||||||
| Note 1 Note 1 and 2 Note 1 Note 1 and 3 Note 1 Note 1 Note 1 and 4 |
Note 1. The net value of ownership was calculated based on the net carrying amount of the financial statements audited by the certified public accountant for the same period.
- Note 2. The investment gains recognized under the equity method included unrealized and realized gains on upstream transactions for the year amounted to $84,377 thousand and $69,686 thousand, respectively. Net value of the equity includes cumulative unrealized gains on upstream transactions amounted to $327,693 thousand.
Note 3. The change for the year was the cash dividend of $15,386 thousand paid by the Company to Hung Ching New Co., Ltd. for the year. Net value of equity includes the carrying amount of the Company’s shares held by subsidiaries.
Note 4. The Company has discontinued the recognition of losses as the associate had negative equity as of December 31, 2019.
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Hung Ching Development & Construction Co., Ltd. Statement of short-term borrowings December 31, 2020
Statement 5
Unit: In Thousands of New Taiwan Dollars
| Type of borrowings and creditor Credit loans DBS Bank DBS Bank JihSun Bank JihSun Bank JihSun Bank Hua Nan Bank Mega Bank Chang Hwa Bank Cathay United Bank Guaranteed loans DBS Bank JihSun Bank Hua Nan Bank Chang Hwa Bank Bank of Shanghai Shin Kong Bank Shin Kong Bank Bank of Taiwan Bank of Taiwan Bank of Taiwan Taipei Fubon Bank |
Maturity of borrowings 2020/12/04-2021/01/04 2020/12/04-2021/01/04 2020/09/15-2021/09/15 2020/09/15-2021/09/15 2020/09/15-2021/09/15 2020/11/18-2021/01/18 2020/07/08-2021/01/04 - - 2020/12/04-2021/01/04 2020/09/15-2021/09/15 2020/11/18-2021/01/18 2020/09/30-2021/09/08 - 2020/11/23-2021/01/20 - 2020/01/20-2021/05/19 2020/11/20-2021/05/19 - 2020/12/16-2021/01/15 |
Interest rate (%) 1.60 1.60 1.55 1.40 1.65 1.88 1.46 - - 1.60 1.20 1.88 1.61 - 1.55 - 1.44 0.94 - 1.80 |
Balance, end of year $ 500,000 300,000 200,000 13,750 280,000 30,000 30,000 - - 1,353,750 160,000 41,250 50,000 80,000 - 110,000 - 217,000 380,000 - 170,000 1,208,250 $ 2,562,000 |
Financing facilities $ 500,000 300,000 200,000 13,750 280,000 50,000 60,000 30,000 30,000 1,463,750 200,000 41,250 50,000 80,000 10,000 120,000 200,000 271,000 390,000 600,000 350,000 2,312,250 $ 3,776,000 |
Collateral |
|---|---|---|---|---|---|
| None None None None None None None None None Inventory - real estate under development Financial assets at fair value through other comprehensive income - ASE Industrial Holding Stock Financial assets at fair value through other comprehensive income - ASE Industrial Holding Stock Financial assets at fair value through other comprehensive income - ASE Industrial Holding Stock Financial assets at fair value through other comprehensive income - ASE Industrial Holding Stock Financial assets at fair value through other comprehensive income - ASE Industrial Holding Stock Hung Ching Kwan Co., Ltd. provided real estate. Financial assets at fair value through other comprehensive income - ASE Industrial Holding Stock Richard H.P. Chang provided bills. Inventory - real estate held for development Investment properties |
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Hung Ching Development & Construction Co., Ltd. Statement of short-term bills payable December 31, 2020
| Statement 6 Guarantee Agency Commercial paper payable International bills International bills TCB Bills Taching Bills China Bills Bank of Shanghai Shin Kong Bank Grand Bills Mega Bills Mega Bills |
Issuance period 2020/12/16-2021/01/08 2020/11/18-2021/01/08 2020/12/22-2021/01/19 2020/12/22-2021/01/19 2020/12/16-2021/01/19 2020/12/22-2021/01/19 2020/12/09-2021/01/08 2020/12/15-2021/01/13 2020/12/15-2021/01/13 2020/12/15-2021/01/13 |
Interest rate interval (%) 1.888 1.888 1.768 1.750 1.800 1.328 1.678 1.788 1.850 1.938 |
Amount | Carrying amount $ 245,898 29,988 179,834 179,836 149,859 69,952 199,926 94,940 649,572 39,972 $ 1,839,777 |
Financing facilities $ 246,000 70,000 275,000 330,000 370,000 70,000 600,000 145,000 650,000 500,000 $ 3,256,000 |
Unit: In Thousands of New Taiwan Dollars Collateral |
||
|---|---|---|---|---|---|---|---|---|
| Total issued amount $ 246,000 30,000 180,000 180,000 150,000 70,000 200,000 95,000 650,000 40,000 $ 1,841,000 |
Unamortized discount $ 102 12 166 164 141 48 74 60 428 28 $ 1,223 |
|||||||
| Inventory - building and land held for sale Financial assets at fair value through other comprehensive income - ASE Industrial Holding Co. Stock Financial assets at fair value through other comprehensive income - ASE Industrial Holding Co. Stock and Inventory - real estate held for development Financial assets at fair value through other comprehensive income - ASE Industrial Holding Co. Stock Financial assets at fair value through other comprehensive income - ASE Industrial Holding Co. Stock Financial assets at fair value through other comprehensive income - ASE Industrial Holding Co. Stock Hung Ching Kwan Co., Ltd. provided real estate. Inventory - building and land held for sale Jason C.S. Chang provided real estate. Jason C.S. Chang provided real estate. |
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Hung Ching Development & Construction Co., Ltd. Statement of long-term borrowings December 31, 2020
Statement 7
Unit: In Thousands of New Taiwan Dollars, Unless Otherwise Specified
| Name Guaranteed loans Bank of Taiwan Bank of Taiwan DBS Bank O-Bank |
Borrowings Duration 2018/05/16-2033/05/16 2018/06/19-2023/06/19 2018/05/16-2021/05/16 2018/05/16-2021/05/16 |
Repayment Method Note 1 Note 2 Note 3 Note 3 |
Annual interest rate (%) 1.67 1.67 1.90 1.71 |
Maturing within one year $ 154,344 62,641 267,100 11,000 $ 495,085 |
Maturing over one year $ 1,956,776 61,397 - - $ 2,018,173 |
Balance $ 2,111,120 124,038 267,100 11,000 $ 2,513,258 |
Collateral or Pledge | |
|---|---|---|---|---|---|---|---|---|
| Investment properties Investment properties Inventory - building and land held for sale Inventory - building and land held for sale |
Note 1. Repayment method of interests paid monthly and principal paid by installments starting the 3rd year Note 2. Repayment method of interests paid monthly and principal paid by installments starting the 2nd year Note 3. Repayment method of interests paid monthly and principal paid by the date of maturity
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Hung Ching Development & Construction Co., Ltd. Statement of operating revenue and cost January 1 to December 31, 2020
Statement 8 Unit: In Thousands of New Taiwan Dollars
| Item Construction and planning business Tucheng ASE Residence Xizhi Li Garden ASE Di Jing Garden Hung Ching Ronghua Peony Disct. Qidai Disct. Gain from price recovery of inventory Lease business Other business |
Construction and planning revenue, net $ 2,029,220 118,001 22,758 127,946 855,635 638 10,250 - 3,164,448 102,004 34,083 $ 3,300,535 |
Construction and planning cost |
Construction and planning cost |
|---|---|---|---|
( |
$ 1,357,323 96,498 13,478 66,106 929,281 2,091 11,010 258,348) 2,217,439 109,093 34,066 $ 2,360,598 |
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Hung Ching Development & Construction Co., Ltd. Statement of operating expenses January 1 to December 31, 2020
Statement 9
Unit: In Thousands of New Taiwan Dollars
| Item Advertising expenses Taxation Salary (Note 1) Miscellaneous fees Consultant fee Other (Note 2) |
Selling and marketing expenses $ 229,997 112,772 9,475 7,398 - 4,665 $ 364,307 |
General and administrative expenses $ 3,844 32,050 49,510 36,470 22,857 31,356 $ 176,087 |
Total | ||
|---|---|---|---|---|---|
| $ 233,841 144,822 58,985 43,868 22,857 36,021 $ 540,394 |
Note 1. Salary expenses include pension expenses, employees’ compensation, and remuneration of directors.
Note 2. The amount of each item does not exceed 5% of the account balance.
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Hung Ching Development & Construction Co., Ltd. STATEMENT OF EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION
For the years ended December 31, 2020 and 2019
Statement 10
Unit: In Thousands of New Taiwan Dollars
| Employee Benefits Expenses Salary expenses Labor and health insurance premiums Pension expenses Remuneration Other Employee Benefits Expenses Depreciation expenses Amortization expenses |
FortheYear EndedDecember31,2020 Belongs to operating cost Belongs to operating expenses Total $ - $ 47,286 $ 47,286 - 3,725 3,725 - 1,866 1,866 - 9,833 9,833 - 2,904 2,904 - 65,614 65,614 98,165 1,082 99,247 - 5,861 5,861 $ 98,165 $ 72,557 $ 170,722 |
FortheYear EndedDecember31,2020 Belongs to operating cost Belongs to operating expenses Total $ - $ 47,286 $ 47,286 - 3,725 3,725 - 1,866 1,866 - 9,833 9,833 - 2,904 2,904 - 65,614 65,614 98,165 1,082 99,247 - 5,861 5,861 $ 98,165 $ 72,557 $ 170,722 |
FortheYear EndedDecember31,2020 Belongs to operating cost Belongs to operating expenses Total $ - $ 47,286 $ 47,286 - 3,725 3,725 - 1,866 1,866 - 9,833 9,833 - 2,904 2,904 - 65,614 65,614 98,165 1,082 99,247 - 5,861 5,861 $ 98,165 $ 72,557 $ 170,722 |
FortheYear EndedDecember31,2020 Belongs to operating cost Belongs to operating expenses Total $ - $ 47,286 $ 47,286 - 3,725 3,725 - 1,866 1,866 - 9,833 9,833 - 2,904 2,904 - 65,614 65,614 98,165 1,082 99,247 - 5,861 5,861 $ 98,165 $ 72,557 $ 170,722 |
FortheYear EndedDecember31,2019 | FortheYear EndedDecember31,2019 | FortheYear EndedDecember31,2019 | FortheYear EndedDecember31,2019 | FortheYear EndedDecember31,2019 | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Belongs to operating cost $ - - - - - - 98,165 - $ 98,165 |
Belongs to operating expenses $ 47,286 3,725 1,866 9,833 2,904 65,614 1,082 5,861 $ 72,557 |
Belongs to operating cost $ 2,198 156 121 - 43 2,518 98,179 - $ 100,697 |
Belongs to operating expenses $ 42,563 3,215 1,590 17,599 4,472 69,439 1,354 4,317 $ 75,110 |
Total | |||||||
| $ 44,761 3,371 1,711 17,599 4,515 71,957 99,533 4,317 $ 175,807 |
-
Note 1. As of December 31, 2020 and 2019, the Company had 49 employees, of which 8 directors were not concurrently serving as employees for both years.
-
Note 2. The average employee benefits expenses were $1,361 thousand for the year. ([Total employee benefit expenses for the current year - Total directors' remuneration] / [Number of employees for the current year - Number of directors who do not serve as employees]) The average employee benefits expenses were $1,326 thousand for the prior year. ([Total employee benefit expenses for the previous year - Total directors' remuneration] / [Number of employees for the previous year - Number of directors who do not serve as employees])
-
Note 3. The average employees’ salary expenses were $1,153 thousand for the year. (Total employee salary expenses for the current year / [Number of employees for the current year - Number of directors who do not serve as employees]) The average employees’ salary expenses were $1,092 thousand for the prior year. (Total employee salary expenses for the previous year / [Number of employees for the previous year - Number of directors who do not serve as employees])
-
Note 4. The change in the average employees’ salary expenses was 6%. ([The average employee salary expense for the current year-The average employee salary expense for the previous year]/The average employee salary expense for the previous year)
-
Note 5. The Company had established the Audit Committee to replace the role of supervisors on July 13, 2017, and was not applicable to disclose information on remuneration of supervisors.
-
Note 6. The Company's salary policies are as follows:
-
(1) In accordance with Article 23 of the Articles of Incorporation of the Company, if the Company has profit for the year, then 1% to 7% shall be appropriated as the employee compensation resolved by the Board of Directors to distribute by shares or cash to those employees of the Company who meet specified conditions. The aforementioned profit may also be resolved by the Board of Directors to provide directors’ remuneration for no more than 3% of appropriation. The allocation of employee compensation and Directors’ remuneration shall be reported to the shareholders' meeting.
When there are accumulated deficit, the Company shall reserve amounts to offset the appropriate amounts before providing employee compensation and Directors’ remuneration based on the abovementioned proportion.
-
The remuneration of independent directors of the Company is fixed for each individual on an annual basis, except for those with a term of less than one year, in proportion to the actual number of days they have been appointed; The part-time remuneration for the independent directors of the Company who also serve on the Compensation and Remuneration Committee of the Company is also fixed for each individual on an annual basis, except for those with a term of less than one year, in proportion to the actual number of days they have held.
-
(2) The amount of employee compensation paid to the managers of the Company was reviewed by the Compensation and Remuneration Committee and then submitted to the Board of Directors for approval based on the job title, contributions, operating performance of the Company for the year, and consideration of future risks of the Company.
-
(3) The employee salary package of the Company includes monthly salary, bonuses, and employee compensation. The standards for employees' salary are approved based on the job title, education and work experiences, professional knowledge, and market values. Employee compensation are determined in accordance with the total amount allocated by the Articles of Incorporation, operating performance of the Company for the year, contribution of the job title, and results of performance evaluation.
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- V. Parent Company Only Financial Report Audited and Certified by CPAs in the Most Recent Year
Declaration of Consolidated Financial Statements of Affiliates
The entities of the Company that are required to be included in the consolidated financial statements of affiliates as of and for the year ended December 31, 2020 (from January 1 to December 31, 2020), under the "Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" are the same as those included in the consolidated financial statements of parent company and its subsidiary prepared in conformity with the International Financial Reporting Standard 10. In addition, the information required to be disclosed in the consolidated financial statements of affiliates is included in the consolidated financial statements of parent company and its subsidiary. Consequently, we do not prepare a separate set of consolidated financial statements of affiliates.
Hereby certify
Company Name: Hung Ching Development & Construction Co., Ltd.
Person in Charge: Wen-Hsiang Chien
March 5, 2021
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Independent Auditors' Report
To: The Board of Directors and Shareholders 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, 2020 and 2019, 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, 2020 and 2019, 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 Consolidated 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, 2020. 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.
141
Key audit matters for the Group's consolidated financial statements for the year ended December 31, 2020 are stated as follows:
Sales Revenue of Building and Land
For the year ended December 21, 2020, revenue from sale of real estate was $3,164,448 thousand, representing 91% of the total operating revenue and being material in the consolidated financial statements, and it is one of the major revenue sources of the Group. Therefore, it has been deemed as one of key audit matters by us to determine whether or not the recognition of revenue from sale of real estate has met the requirements of revenue recognition. Please refer to Notes 4 and 22 of 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:
-
We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.
-
Obtaining the details of building and land for sales for the whole year: (1) sampling and verifying the contracts signed by the buyers and sellers to confirm the contract price and transaction target; (2) sampling and verifying the registration date of the transfer of property ownership to verify that the property ownership has been transferred to the purchaser.
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, 2020 and 2019 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.
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
142
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 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:
-
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.
-
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 Group'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 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.
-
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.
-
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 group 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.
143
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 Group's consolidated financial statements for the year ended December 31, 2020 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 Shiuh-Ran Cheng
Certified Public Accountant Wang-Sheng Lin
Financial Supervisory Commission Approval Document No.: Financial-Supervisory-Securities-Auditing-10 10028123
Financial Supervisory Commission Approval Document No.: Financial-Supervisory-Securities-Auditing-1060 023872
March 29, 2021
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Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Balance Sheet December 31, 2020 and 2019
Unit: In Thousands of New Taiwan Dollars
| Code 1100 1110 1140 1150 1172 1180 1200 130X 1429 1479 11XX 1517 1600 1755 1760 1840 1930 1990 15XX 1XXX Code 2100 2110 2130 2150 2170 2180 2219 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 (Note 7) Contract assets (Notes 22 and 28) Notes receivable (Notes 8 and 22) Trade receivables, net (Notes 8 and 22) Trade receivables from related parties (Notes 8, 22, and 28) Trade receivables (Notes 8) Inventories, net (Notes 9, 23, and 29) Prepayments (Note 16) Other current assets (Note 16) Total current assets NON-CURRENT ASSETS Financial assets at fair value through other comprehensive income - non-current, net (Notes 10 and 29) Property, plant and equipment, net (Notes 13, 23, and 29) Right-of-use assets (Notes 3, 14, and 23) Investment properties, net (Notes 15, 23, and 29) Deferred tax assets (Note 24) Long-term notes receivable (Notes 8 and 22) Other non-current assets (Notes 16, 20, and 23) Total non-current assets TOTAL ASSETS LIABILITIESAND EQUITY CURRENT LIABILITIES Short-term borrowings (Notes 17 and 29) Short-term bills payable, net (Notes 17, 28, and 29) Contract liabilities (Note 22) Notes payable Trade payables (Note 18) Trade payables to related parties (Note 28) Other payables Current tax liabilities Lease liabilities (Notes 3 and 14) Long-term borrowings - current portion (Notes 17 and 29) Other current liabilities (Note 19) Total current liabilities NON-CURRENT LIABILITIES Long-term borrowings, net (Notes 17 and 29) Lease liabilities (Notes 3 and 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 |
December31,2020 | % 4 - - - - - - 47 2 - 53 21 4 - 20 1 - 1 47 100 16 11 2 - 5 - 2 - - 3 - 39 12 - - 12 51 16 2 5 2 10 17 15 ( 3) 47 2 49 100 |
December31,2019 | |||
|---|---|---|---|---|---|---|---|
| Amount $ 573,529 17,111 - 3,760 14,629 11,606 915 8,077,436 305,218 3,680 9,007,884 3,587,830 726,370 15,085 3,463,063 62,438 2,960 192,252 8,049,998 $ 17,057,882 $ 2,813,000 1,839,777 419,889 8,791 784,879 250 297,813 22,249 2,972 495,085 11,320 6,696,025 2,018,173 12,805 26,977 2,057,955 8,753,980 2,703,060 312,561 789,043 318,492 1,700,053 2,807,588 2,575,136 455,812) 7,942,533 361,369 8,303,902 $ 17,057,882 |
Amount $ 270,065 17,094 3,198 7,524 35,926 11,721 552 8,958,070 384,099 2,320 9,690,569 3,676,591 741,200 18,261 3,584,675 63,343 1,471 211,490 8,297,031 $ 17,987,600 $ 2,539,000 2,597,128 111,432 4 905,565 - 317,178 126,006 2,796 135,267 20,857 6,755,233 2,710,881 15,897 25,624 2,752,402 9,507,635 2,703,060 297,175 714,834 320,202 1,867,950 2,902,986 2,653,770 455,812) 8,101,179 378,786 8,479,965 $ 17,987,600 |
% | |||||
( |
( |
2 - - - - - - 50 2 - 54 21 4 - 20 - - 1 46 100 14 14 1 - 5 - 2 1 - 1 - 38 15 - - 15 53 15 2 4 2 10 16 15 ( 3) 45 2 47 100 |
The accompanying notes are an integral part of the consolidated financial statements.
Manager: Chia-Pei Chou
Chairman: Wen-Hsiang Chien
Accounting Supervisor: Fang-Ying Chen
145
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Comprehensive Income For the years ended December 31, 2020 and 2019 Unit: In Thousands of New Taiwan Dollars, Except Earnings Per Share in Dollars
| Code OPERATING REVENUE (Notes 22 and 28) 4100 Sales Revenue of Building and Land 4300 Rental revenue 4520 Construction revenue 4600 Service revenue 4800 Other operating revenue 4000 Total operating revenue OPERATING COSTS (Note 23) 5110 Costs of building and land for sale (Note 9) 5300 Rental costs 5520 Construction costs 5600 Service costs 5800 Other operating costs (Note 9) 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 7010 Other income (Note 23) 7020 Other gains and losses (Note 23) |
For the Year Ended December 31, 2020 Amount % $ 3,164,448 91 144,612 4 621 - 110,638 3 51,611 2 3,471,930 100 2,149,246 62 116,358 3 - - 71,495 2 57,449 2 2,394,548 69 1,077,382 31 364,297 10 305,052 9 669,349 19 408,033 12 99,762 3 4,591 - |
For the Year Ended December 31, 2020 Amount % $ 3,164,448 91 144,612 4 621 - 110,638 3 51,611 2 3,471,930 100 2,149,246 62 116,358 3 - - 71,495 2 57,449 2 2,394,548 69 1,077,382 31 364,297 10 305,052 9 669,349 19 408,033 12 99,762 3 4,591 - |
For the Year Ended December 31, 2020 Amount % $ 3,164,448 91 144,612 4 621 - 110,638 3 51,611 2 3,471,930 100 2,149,246 62 116,358 3 - - 71,495 2 57,449 2 2,394,548 69 1,077,382 31 364,297 10 305,052 9 669,349 19 408,033 12 99,762 3 4,591 - |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|---|---|---|---|
| Amount $ 3,164,448 144,612 621 110,638 51,611 3,471,930 2,149,246 116,358 - 71,495 57,449 2,394,548 1,077,382 364,297 305,052 669,349 408,033 99,762 4,591 |
Amount $ 6,127,832 144,104 681 81,298 64,109 6,418,024 4,634,954 115,903 681 42,995 66,783 4,861,316 1,556,708 335,517 338,408 673,925 882,783 117,519 853 |
% | |||||
| 96 2 - 1 1 100 72 2 - 1 1 76 24 5 5 10 14 1 - |
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146
(Continued from the previous page)
| Code 7050 Finance costs (Note 23) 7060 Share of loss (profit) of associates accounted for under equity method 7000 Total non-operating income and expenses 7900 Income before income tax 7950 Income tax expense (Note 24) 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 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 (Note 24) 8300 Other comprehensive income/(loss) for the year, net of income tax 8500 TOTAL COMPREHENSIVE INCOME/(LOSS) FOR THE YEAR NET PROFIT/(LOSS) ATTRIBUTABLE TO 8610 Owners of the Company 8620 NON-CONTROLLING INTERESTS 8600 |
For the Year Ended December 31, 2020 Amount % ( $ 115,891 ) ( 3 ) - - ( 11,538) - 396,495 12 22,759 1 373,736 11 ( 80,023 ) ( 3 ) 1,736 - ( 347) - ( 78,634) ( 3) $ 295,102 8 $ 391,153 11 ( 17,417) - $ 373,736 11 |
For the Year Ended December 31, 2020 Amount % ( $ 115,891 ) ( 3 ) - - ( 11,538) - 396,495 12 22,759 1 373,736 11 ( 80,023 ) ( 3 ) 1,736 - ( 347) - ( 78,634) ( 3) $ 295,102 8 $ 391,153 11 ( 17,417) - $ 373,736 11 |
For the Year Ended December 31, 2020 Amount % ( $ 115,891 ) ( 3 ) - - ( 11,538) - 396,495 12 22,759 1 373,736 11 ( 80,023 ) ( 3 ) 1,736 - ( 347) - ( 78,634) ( 3) $ 295,102 8 $ 391,153 11 ( 17,417) - $ 373,736 11 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|---|---|---|---|
| Amount $ 115,891 ) - 11,538) 396,495 22,759 373,736 80,023 ) 1,736 347) 78,634) $ 295,102 $ 391,153 17,417) $ 373,736 |
Amount $ 127,440 ) 9,781) 18,849) 863,934 138,792 725,142 1,098,855 3,735 ) 747 1,095,867 $ 1,821,009 $ 742,091 16,949) $ 725,142 |
% | |||||
| ( ( ( ( ( ( |
( ( ( |
( ( ( ( ( |
( ( |
2 ) - 1) 13 2 11 17 - - 17 28 11 - 11 |
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147
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Code TOTAL COMPREHENSIVE INCOME/(LOSS) ATTRIBUTABLE TO: 8710 Owners of the Company 8720 NON-CONTROLLING INTERESTS 8700 EARNINGS PER SHARE (Note 25) 9710 Basic 9810 Diluted |
For the Year Ended December 31, 2020 Amount % $ 312,519 9 ( 17,417) ( 1) $ 295,102 8 $ 1.49 $ 1.49 |
For the Year Ended December 31, 2020 Amount % $ 312,519 9 ( 17,417) ( 1) $ 295,102 8 $ 1.49 $ 1.49 |
For the Year Ended December 31, 2020 Amount % $ 312,519 9 ( 17,417) ( 1) $ 295,102 8 $ 1.49 $ 1.49 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|---|---|---|---|
| Amount $ 312,519 17,417) $ 295,102 $ 1.49 $ 1.49 |
Amount $ 1,837,958 16,949) $ 1,821,009 $ 2.84 $ 2.82 |
% | |||||
( |
( |
( |
28 - 28 |
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
148
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
Unit: In Thousands of New Taiwan Dollars
| Code A1 Balance as of January 1, 2019 Appropriation and distribution of retained earnings for the year ended December 31, 2018 B1 Legal reserve B17 Special reserve B5 Cash Dividend to Shareholders D1 Net profit for 2019 D3 Other comprehensive income (loss) (net of tax) for 2019 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2019 Appropriation and distribution of retained earnings for the year ended December 31, 2019 B1 Legal reserve B3 Reversal of special capital reserve B5 Cash Dividend to Shareholders D1 Net profit for 2020 D3 Other comprehensive income (loss) (net of tax) for 2020 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2020 |
EQUITY AT | T | RIBUTABLE TO | OWNERS OF THE | COMPANY | COMPANY | Total $ 6,577,331 - - ( 324,367 ) 742,091 1,095,867 10,257 8,101,179 - - ( 486,551 ) 391,153 ( 78,634 ) 15,386 $ 7,942,533 |
NON-CONTROLLING INTERESTS $ 395,735 - - - ( 16,949 ) - - 378,786 - - - ( 17,417 ) - - $ 361,369 |
Totalequity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share capital Number of Shares (In Thousand Shares) Amount 270,306 $ 2,703,060 - - - - - - - - - - - - 270,306 2,703,060 - - - - - - - - - - - - 270,306 $ 2,703,060 |
Capitalsurplus $ 286,918 - - - - - 10,257 297,175 - - - - - 15,386 $ 312,561 |
R | etained earnings | Unappropriated earnings $ 1,511,759 ( 41,873 ) ( 19,660 ) ( 324,367 ) 742,091 - - 1,867,950 ( 74,209 ) 1,710 ( 486,551 ) 391,153 - - $ 1,700,053 |
Other equity Unrealized gain (loss) on financial assets at fair value through other comprehensive income Exchange differences on translating the financial statements of foreign operations ( $ 3,654 ) $ 1,561,557 - - - - - - - - ( 2,988 ) 1,098,855 - - ( 6,642 ) 2,660,412 - - - - - - - - 1,389 ( 80,023 ) - - ($ 5,253) $ 2,580,389 |
Treasury shares ( $ 455,812 ) - - - - - - ( 455,812 ) - - - - - - ($ 455,812) |
||||||||||
| Exchange differences on translating the financial statements of foreign operations ( $ 3,654 ) - - - - ( 2,988 ) - ( 6,642 ) - - - - 1,389 - ($ 5,253) |
||||||||||||||||
| Number of Shares (In Thousand Shares) 270,306 - - - - - - 270,306 - - - - - - 270,306 |
Legal reserve $ 672,961 41,873 - - - - - 714,834 74,209 - - - - - $ 789,043 |
|||||||||||||||
| $ 6,973,066 - - ( 324,367 ) 725,142 1,095,867 10,257 8,479,965 - - ( 486,551 ) 373,736 ( 78,634 ) 15,386 $ 8,303,902 |
The accompanying notes are an integral part of the consolidated financial statements.
Manager: Chia-Pei Chou
Chairman: Wen-Hsiang Chien
Accounting Supervisor: Fang-Ying Chen
149
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Consolidated Statements of Cash Flows
For the years ended December 31, 2020 and 2019
Unit: In Thousands of New Taiwan Dollars
| Code CASH FLOWS FROM OPERATING ACTIVITIES A00010 Profit before income tax for the year A20010 Adjustments for: A20100 Depreciation expenses A20300 Expected credit loss A29900 Amortization of long-term prepayments A22500 Gain (Loss) on disposal and scrap of property, plant and equipment A22700 Gain (Loss) on disposal of investment properties A23700 Loss on reduce inventory to market (Gain from price recovery of inventory) A20400 Gain (Loss) on financial assets and liabilities at fair value through profit or loss, net A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of profits of associates accounted for using equity method A30000 Changes in operating assets and liabilities, net A31110 Financial assets at FVTPL A31125 Contract assets A31130 notes receivable A31150 Trade receivables A31160 Trade receivables from related parties A31180 Other receivables A31200 Inventories A31230 prepayments A31240 Other current assets A32125 Contract liabilities A32130 Notes payable A32150 trade payables A32160 Trade payables to related parties A32180 Other payables A32230 Other current liabilities |
For the Year Ended December 31, 2020 $ 396,495 139,342 - 6,628 27 ( 6,748 ) ( 258,348 ) ( 226 ) 115,891 ( 1,129 ) ( 88,175 ) - 209 3,198 2,275 21,297 115 ( 363 ) 1,167,411 78,881 ( 1,360 ) 308,457 8,787 ( 131,031 ) 250 ( 19,772 ) ( 9,537) |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( |
$ 863,934 140,641 13,410 4,887 - - 393,878 1,134 ) 127,440 732 ) 110,269 ) 9,781 17,354 681 ) 728 84,965 20,107 450 3,032,590 131,053 1,011 ) 46,600 ) 36,639 ) 337,493 ) - 108,006 4,394 |
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| Code A33000 Cash generated from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash generated from operating activities CASH FLOWS FROM INVESTING ACTIVITIES B00030 Capital reduction and return of shares payment of financial assets at fair value through other comprehensive income B02700 Acquisition of property, plant and equipment B02800 Proceeds from disposal of property, plant and equipment B03700 Decrease (Increase) in refundable deposits B05400 Acquisition of investment properties B05500 Sales of investment properties B06700 Increase in other non-current assets B07500 Interest received B07600 Other 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 in short-term bills payable C01600 Repayments of long-term borrowings C04020 Repayment for principal of lease liabilities C03000 Increase in guarantee deposits received C04500 Distribution of Cash Dividend CCCC Net cash used in financing activities DDDD EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES EEEE Increase (decrease) in Cash and Cash Equivalents for the year E00100 Cash and cash equivalents, beginning of year E00200 Cash and cash equivalents, end of year |
For the Year Ended December31,2020 $ 1,732,574 ( 133,244 ) ( 125,958) 1,473,372 8,738 ( 3,651 ) 18 19,954 ( 7,219 ) 17,981 ( 7,344 ) 1,129 88,175 117,781 274,000 ( 757,351 ) ( 332,890 ) ( 3,240 ) 1,353 ( 471,165) ( 1,289,293) 1,604 303,464 270,065 $ 573,529 |
For the Year Ended December31,2019 |
For the Year Ended December31,2019 |
|---|---|---|---|
( ( ( ( ( ( ( ( ( ( |
( ( ( ( ( ( ( ( ( ( ( ( ( ( ( |
$ 4,419,059 193,828 ) 142,518) 4,082,713 - 49 ) - 94,841 ) 2,904 ) - 19,179 ) 732 110,269 5,972) 137,000 ) 1,738,331 ) 1,914,692 ) 3,120 ) 905 314,110) 4,106,348) 3,994) 33,601 ) 303,666 $ 270,065 |
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
151
Notes to Consolidated Financial Statements For the years ended December 31, 2020 and 2019 (Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
1. Company History
The Company, incorporated in 1986 with shares listed on the Taiwan Stock Exchange, mainly engaged in appointment of contractors to build public housing developments and commercial buildings for leasing and selling and in and management and investment of other relevant business.
The consolidated financial statements are presented in the Company's functional currency, the New Taiwan dollar.
The investment framework and the shareholding percentage of the consolidated company as of December 31, 2020 is as follows:
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Hung Ching Development & Construction Co., Ltd.
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engineering Co., Kwan Co., Ltd. Co., Ltd. Consulting Co., Ltd. Ltd.
Ltd. Ltd.
100% 100%
Shanghai Youhong Shanghai You Chang
Engineering Property
Technical Consulting Management Co.,
Co., Ltd. Ltd.
100%
Shanghai Hong
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Management Co.,
Ltd.
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2. Date and Procedures of Authorization of Financial Statements
The consolidated financial statements were approved by the Board of Directors and authorized for issue on March 5, 2021.
152
3. Application of New and Amended Standards and Interpretations
- (I) Initial application of the amendments to the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) (collectively, "IFRSs") endorsed and issued into effect by the Financial Supervisory Commission (FSC).
The application of the amendments to the IFRSs endorsed and issued into effect by the FSC will not have a significant effect on the Company's accounting policies.
- (II) The IFRSs endorsed by the FSC for application in 2021
| he IFRSs endorsed by the FSC for application in 2021 | |
|---|---|
| New, Revised or Amended Standards and Interpretations Amendment to IFRS 4 "Extension of the Temporary Exemption from Applying IFRS 9" Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16 - "Interest Rate Benchmark Reform - Phase 2" Amendment to IFRS 16, "Covid-19-Related Rent Concessions" |
Effective Date Issued by IASB |
| Effective on the issued date Effective for annual reporting periods beginning on or after January 1, 2021 Effective for annual reporting periods beginning on or after June 1, 2020 |
As of the date the accompanying consolidated financial statements were authorized for issue, the consolidated company continues in evaluating the impact on its financial position and financial performance as a result of the aforementioned standards or interpretations. The related impact will be disclosed when the evaluation has been completed.
- (3) IFRSs issued by the IASB but not yet endorsed and issued into effect by the FSC
| New, Revised or Amended Standards and Interpretations Annual Improvements to IFRS Standards 2018–2020 Amendment 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" Amendment to IFRS 17 Amendment to IAS 1 "Classification of Liabilities as Current or Noncurrent" Amendment to IAS 1 "Disclosure of Accounting Policies" Amendment to IAS 8 "Definition of Accounting Estimates" |
Effective Date Issued by IASB (Note 1) |
|---|---|
| January 1, 2022 (Note 2) January 1, 2022 (Note 3) To be determined January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2023 (Note 6) January 1, 2023 (Note 7) |
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Amendment to IAS 16 "Property, Plant and January 1, 2022 (Note 4) Equipment - Proceeds before Intended Use"
-
Amendment to IAS 37 "Onerous Contracts–Cost of January 1, 2022 (Note 5) Fulfilling a Contract"
-
Note 1: Unless stated otherwise, the aforementioned New, Revised or Amended Standards and Interpretations are effective for annual periods beginning on or after their respective effective dates.
-
Note 2: Amendment to IFRS 9 is effective to exchanges of a financial liability or modifications of terms incurred during the annual periods beginning on or after January 1, 2022. Amendment to IAS 41 "Agriculture" is effective to fair value measurements for annual periods beginning on or after January 1, 2022. Amendment to IFRS 1 "First-time Adoption of IFRS" is retrospectively effective for annual periods beginning on or after January 1, 2022.
-
Note 3: This amendment shall be applied to business combinations for which the acquisition date is beginning on or after January 1, 2022.
-
Note 4: This amendment shall be applied to the property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after January 1, 2021.
-
Note 5: The amendment shall be applied to contracts for which the Group has not yet fulfilled all its obligations on or after January 1, 2022.
-
Note 6: The amendment shall be applied prospectively for annual reporting periods beginning on or after January 1, 2023.
-
Note 7: This amendment shall be applied to changes in accounting policies and changes in accounting estimates that occur for annual periods beginning on or after January 1, 2023.
As of the date the accompanying consolidated financial statements were authorized for issue, the consolidated company continues in evaluating the impact on its financial position and financial performance as a result of the aforementioned standards or interpretations. The related impact will be disclosed when the evaluation has been completed.
4. Summary of Significant Accounting Policies
- a. Statement of Compliance
The accompanying consolidated financial statements have been prepared in conformity with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" and IFRSs endorsed and issued into effect by the FSC.
- b. Basis of Preparation
The accompanying consolidated financial statements have been prepared on the historical cost basis except for financial instruments which are measured at fair value.
The fair value measurements, which are grouped into Levels 1 to 3 based on the degree to which the related inputs are observable and based on the significance of the related inputs, are described as follows:
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-
1) Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities on the measurement date;
-
2) Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for an asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
-
3) Level 3 inputs are unobservable inputs for the asset or liability.
-
c. Standards for Classification of Current and Noncurrent Assets and Liabilities
-
Current assets include:
-
1) Assets held for trading purposes;
-
2) Assets expected to be realized within 12 months after the balance sheet date; and
-
3) Cash and cash equivalents, excluding those that are restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
Current liabilities include:
-
1) Obligations incurred for trading purposes;
-
2) Obligations expected to be settled within 12 months from the balance sheet date (liabilities with long-term refinancing or rearrangement of payment terms completed after the balance sheet date and before the publication of the financial statements are also deemed as current liabilities); and
-
3) Liabilities for which the Company does not have an unconditional right to defer settlement for at least 12 months after the reporting period. Terms of an obligation that could, at the option of the counterparty, result in its settlement by the issuance of equity instruments, do not affect its classification.
Assets and liabilities that are not classified as current are classified as non-current.
The consolidated company is engaged in the construction business, which has an operating cycle of over one year. The normal operating cycle applies when considering the classification of current or non-current for the construction-related assets and liabilities.
- d. Basis of Consolidation
The consolidated financial statements incorporate the financial statements of the Company and the entities controlled by the Company (subsidiaries). Adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by the consolidated company. When preparing the consolidated financial statements, all intra-group transactions, balances, income and expenses are eliminated in full upon consolidation. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.
Refer to Note XI and Table VI for detailed information on subsidiaries, including percentages of ownership and main businesses.
e. Foreign Currency
In preparing the financial statements of each individual entity, transactions in currencies other than the entity's functional currency (i.e., foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions.
Monetary items denominated in foreign currencies are translated at the rates prevailing on each date of balance sheets. Exchange differences on monetary items arising from settlement or translation are recognized in profit or loss in the period in which they arise.
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Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate at the date of the transaction (i.e., not retranslated).
For the purpose of presenting the consolidated financial statements, the assets and liabilities of the consolidated company's foreign operations (including subsidiaries that operate in countries or use currencies different from that of the Company) are translated into the New Taiwan dollar using the exchange rate of each balance sheet date. Income and expense items are translated using the average exchange rates of the current period, with exchange differences arising therefrom recognized in other comprehensive income and attributed respectively to owners of the Company and to non-controlling interests.
f Inventories
Inventories comprise real estate under development, real estate held for development, building and land held for sale and merchandise inventory. Inventory is stated at the lower of cost or net realizable value. Comparing costs with net realizable value is based on individual item. Net realizable value represents the estimated selling price of inventories less the estimated cost of completion and the estimated cost necessary to make the sale. The cost of inventories is calculated using the weighted average method, except that the actual costs incurred in the construction of the real estate inventory are transferred to current operating costs in proportion of floor space to the recognition of revenue from sales of real estate.
- g. Investment in affiliate enterprises
Associates are entities over which the consolidated company has major influence but they are neither a subsidiary nor joint ventures.
The consolidated company uses equity method for investment in associates.
Under the equity method, the investment in associates is initially treated at cost and adjusted thereafter for the post-acquisition change in the consolidated company's interest in profit and loss, shares in other comprehensive income and profit distribution by the associates. In addition, changes in the interests in associates are recognized based on the shareholding percentage.
Any excess of acquisition cost over the consolidated company's share of an associate's or a joint venture's identifiable assets and liabilities measured at the fair value on the date of acquisition is recognized as goodwill. The goodwill shall be included in the carrying amount of the investment but not allowed for amortization. If the consolidated company's share of the net fair value of the identifiable assets and liabilities exceeds acquisition cost, the excessive amount is recognized immediately in profit or loss.
When the consolidated company's share of loss derived from the investment of an affiliate equals or exceeds the consolidated company's interest (including the carrying amount of the investment and other long-term substantial interests in the associate's net asset in proportion to ownership percentage), the consolidated company shall cease recognizing losses further. The consolidated company shall only recognize additional losses and liabilities within the scope of occurred legal obligations, constructive obligations, or payments made on behalf of the associates.
To assess impairment, the consolidated company has to consider the overall carrying amount (including goodwill) of the investment as a single asset to compare the recoverable and carrying amounts. The cost of impairment identified is to be deemed as part of the carrying amount of the investment. Any reversal of the impairment loss is recognized only to the extent of the subsequent increases in the recoverable amount of investment.
156
Profit or loss in up- and downstream transactions between the consolidated company and the associates or transactions between associates shall only be recognized in the Consolidated Financial Statements when it is not related to the Company's interest in the associates.
- h. Property, Plant and Equipment
Property, plant and equipment are recognized at cost, and then measured at cost less accumulated depreciation and accumulated impairment.
Freehold land is not depreciated.
The depreciation of property, plant and equipment is separately recognized using the straight-line method over their useful lives to each significant part. The Company reviews the estimated useful lives, residual values and depreciation method at least at the end of each reporting period, with the effect of any changes in estimates accounted for on a prospective basis.
Upon disposal of property, plant and equipment, the difference between the net sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- i. investment properties
Investment property is a property held to earn rental and/or for capital appreciation. Investment property also includes land held for future use that is currently undetermined.
Investment property is initially measured at cost, including transaction costs. Subsequent to initial recognition, investment property is measured at cost less accumulated depreciation and accumulated impairment loss. Depreciation of investment properties is recognized using the straight-line method.
Upon disposal of investment properties, the difference between the net sales proceeds and the carrying amount of the asset is recognized in profit or loss.
- j. Contract cost-related assets
Sales service fees paid for sales of real estate under exclusive sales contract of property held for sale are only incurred at the time of obtaining a client's contract, and are recognized as an additional cost of obtaining the contract to the extent the amounts are recoverable, and are written off when the legal ownership of the real estate is passed to the client.
- k. Impairment of tangible and intangible assets (excluding goodwill) and related assets of contract costs
On each balance sheet date, the consolidated company reviews the carrying amounts of its tangible and intangible assets (excluding goodwill) to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. If corporate assets can be allocated to cash-generating units with a reasonable and consistent basis, then they are allocated to their individual cash-generating units. Otherwise, they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.
For intangible assets with indefinite life and that are not yet available for use, they are subject to annual impairment test at the time there are indications of impairment.
The recoverable amount is the higher of fair value less costs to sell and value in use. If the recoverable amount of an individual asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or the cash-generating unit is reduced to its recoverable amount, with the resulting impairment loss recognized in profit or loss.
157
For customer contracts applicable to IFRS 15, an impairment loss on inventory, property, plant and equipment, and intangible asset related to the contracts with customers shall be recognized in accordance with the applicable standards of inventory impairment and the above-mentioned principles. Then, the impairment loss is recognized to the extent that the carrying amount of the assets related to contract costs exceeds the remaining amount of consideration that the Company expects to receive in exchange for related goods or services less the direct costs related to providing those goods or services. The assets related to the contract costs are then included in the carrying amount of the cash-generating unit to which they belong for the purpose of evaluating impairment of that cash-generating unit.
When an impairment loss is subsequently reversed, the carrying amount of the corresponding asset, cash-generating unit or assets related to contract costs is increased to the revised estimate of its recoverable amount, but only to the extent of the carrying amount, less any amount of amortization or depreciation, that would have been determined had no impairment loss been recognized on the asset in prior years. A reversal of an impairment loss is recognized in profit or loss.
- l. Financial Instruments
Financial assets and liabilities shall be recognized in the consolidated balance sheets when the consolidated company becomes a party to the contractual provisions of the instruments.
While financial assets and liabilities are initially recognized, transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of those financial assets and financial liabilities that are not measured at fair value through profit or loss. Transaction costs directly attributable to the acquisition or issue of financial assets or financial liabilities measured at fair value through profit or loss are recognized immediately in profit or loss.
1) Financial Assets
Regular way transactions of financial assets are recognized and derecognized on a settlement date basis.
a) Category of measurement
Financial assets held by the consolidated company are classified into the following categories: financial assets at fair value through profit or loss (FVTPL), financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income (FVTOCI).
i. Financial asset at FVTPL
Financial assets are classified as at FVTPL when such a financial asset is mandatorily classified or designated as at FVTPL. Financial assets mandatorily required to measure at FVTPL includes investments in equity instruments that are not designated as FVTOCI, and investments in debt instruments that do not meet the criteria of amortized cost or FVTOCI.
Financial asset at FVTPL is measured at fair value, and any dividends or interests from such financial assets are recognized in other revenues. Any remeasurement gain or loss on such financial assets are recognized in other gain or loss. Fair value is determined in the manner described in Note 27.
- ii. Financial asset measured at amortized cost
The consolidated company's investments in financial assets that meet the following two conditions are subsequently measured at amortized cost:
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-
(a) Within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
(b) The contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding.
Subsequent to initial recognition, financial assets measured at amortized cost, including cash and cash equivalents, notes receivable, trade receivable, and other receivable, are measured at amortized cost of total carrying amount determined by the effective interest method less any impairment loss. Any foreign exchange gain/loss is recognized in profit or loss.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of such a financial asset, except for:
-
(a) Purchased or originated credit-impaired financial assets, for which interest income is calculated by applying the credit-adjusted effective interest rate to the amortized cost of such financial assets; and
-
(b) Financial assets that are not credit-impaired on purchase or origination but have subsequently become credit-impaired, for which interest income is calculated by applying the effective interest rate to the amortized cost of such financial assets in subsequent reporting periods.
Credit-impaired financial assets are those where the issuer or debtor has experienced major financial difficulties, defaults, the debtor is likely to file for bankruptcy or other financial restructuring, or disappearance of an active market for the financial assets due to financial difficulties.
Cash equivalents comprise time deposits that will mature within 3 months after the acquisition date, that are highly liquid and readily convertible to known amount of cash, and that are subject to an insignificant risk of changes in value. Cash equivalents are used to satisfy short-term cash commitments.
- iii. Investments in equity instruments at FVTOCI
On initial recognition, the consolidated company may make an irrevocable election to designate investments in equity instruments as at FVTOCI. Designation as at FVTOCI is not permitted if the equity investment is held for trading or if it is contingent consideration recognized by an acquirer in a business combination.
Investments in equity instruments at FVTOCI are measured at fair value and subsequently measured at fair value with gain or loss arising from changes in fair value recognized in other comprehensive income and accumulated in other equity. The cumulative gain or loss will not be reclassified to profit or loss on disposal of the equity investments; instead, it will be transferred to retained earnings.
Dividends on these investments in equity instruments at FVTOCI are recognized in profit or loss when the consolidated company's right to receive the dividends is established, unless the dividends clearly represent a recovery of part of the cost of the investment.
- b) Impairment of financial assets
On each date of balance sheets, the consolidated company evaluates a loss allowance for financial assets at amortized cost (including trade receivable) based on expected credit loss.
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The loss allowances for notes receivable and trade receivable are recognized at an amount equal to lifetime expected credit losses. Other financial assets are first evaluated whether or not the credit risk has increased significantly since initial recognition. If it has not increased significantly, a loss allowance is recognized at an amount equal to expected credit loss within 12 months. If it has increased significantly, a loss allowance is recognized at an amount equal to expected credit loss over the expected life.
Expected credit losses are the weighted average credit losses resulting from a risk of default events as the weight. Expected credit losses within 12 months represent the expected credit losses resulting from possible default events of a financial instrument within 12 months after the reporting date. Expected credit loss over the expected life represent the expected credit losses resulting from all possible default events of a financial instrument over the expected life.
For the purpose of internal credit risk management, the consolidated company, without considering the collateral it holds, determines that the following circumstances represent a default in financial assets:
-
i. There are internal or external information showing that the borrower is no longer able to pay off the debt.
-
ii. Where the debt is overdue more than 365 days, unless there is reasonable and authenticated information showing that the delayed default basis is more appropriate.
An impairment loss of all financial assets is recognized with a corresponding adjustment to their carrying amount through a loss allowance account.
- c) Derecognition of financial assets
The consolidated company derecognizes a financial asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the financial asset to another entity.
On derecognition of a financial asset at amortized cost in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognized in profit or loss. On derecognition of equity instruments measured at FVTOCI in its entirety, the cumulative gain or loss will not be reclassified to profit or loss; instead, it will be transferred to retained earnings.
2) Equity instruments
Debt and equity instruments issued by the consolidated company are classified separately as financial liabilities or equity in accordance with the substance of contractual arrangements and the definitions of a financial liability and an equity instrument.
The equity instrument issued by the consolidated company shall be recognized by the payment for acquisition net of the direct cost of issuance.
The repurchase of equity instruments issued by the consolidated company is recognized in equity as a deduction. The purchase, sale, issuance, or write-off of the consolidated company's own equity instruments is not recognized in profit or loss.
-
3) Financial Liabilities
-
a) Subsequent measurement
All financial liabilities are subsequently measured either at amortized cost using effective interest method, except below situations.
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- b) Derecognition of financial liabilities
The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including liabilities of any transferred non-cash asset or afforded liabilities, is recognized in profit or loss.
m. Revenue Recognition
The consolidated company identifies contracts with customers, allocates the transaction price to the performance obligations and recognizes revenue when performance obligations are satisfied.
- 1) Revenue from sales building and land
The consolidated company is principally engaged in appointments and management of contractors for the construction and sales of real estate, and the revenue is recognized when the legal ownership of the real estate is passed to the client. For the signed contract of residence sale, subject to the commercial practice, the real estate has no other use for the consolidated company. As the legal ownership of the real estate is passed to the client, the consolidated company has an enforceable right to the contractual amount and therefore revenue is recognized when the legal ownership of the real estate is passed to the client
- 2) Revenue from construction contracts
The consolidated company gradually recognizes revenue over the period for the real estate construction contracts of which the real estate is governed under the client's control during construction. and measures the progress on the basis of costs incurred relative to the total expected costs due to costs incurred by the construction works are directly related to the progress in satisfying a performance obligation. Due to the direct correlation between the construction cost incurred and the completion of performance obligations, the consolidated company measured the progress of completion by the percentage of the actual cost incurred over the total estimated costs. If the payment for construction received exceeds the revenue recognized to date, the consolidated company recognizes a contract liability for the difference. Certain payments retained by the customer as specified in the contract is intended to ensure that the consolidated company adequately completes all its contractual obligations. Such retainage receivables are recognized as contract assets until the consolidated company satisfies its performance obligations.
If the outcome of the performance obligations cannot be measured reliably, construction revenue is recognized only to the extent of the costs incurred for satisfaction of performance obligations that are expected to be recovered.
- 3) Service revenue
Service revenue is recognized when services are provided.
Revenue from a contract to provide services is recognized with reference to the stage of completion of the contract. The stage of completion of the contract is monthly recognized during the contract period.
n. Leases
At the inception of a contract, the consolidated company assesses whether the contract is, or contains, a lease.
- 1) The consolidated company as lessor
Leases are classified as finance leases whenever the terms of a lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
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When the consolidated company subleases the right-of-use asset, the classification of the sublease is determined by the right-of-use asset (instead of the underlying asset). However, if the main lease is a short-term lease where the recognition exemption is applicable to the consolidated company, the sublease is classified as an operating lease.
After lease-related incentives are deducted, the rental income from operating lease is recognized on a straight-line basis over the term of the lease. The initial direct costs arising from acquisition of operating leases is added to the carrying amount of the underlying assets; and an expense is recognized for the lease on a straight-line basis over the lease term.
When a lease includes both land and building elements, the consolidated company assesses the classification of each element separately as a financial or an operating lease based on the assessment as to whether substantially all the risks and rewards incidental to ownership of each element have been transferred to the lessee. The lease payments are allocated between the land and the building elements in proportion to the relative fair values of the leasehold interests in the land element and building element of the lease at the inception of a contract. If the allocation of the lease payments can be made reliably, each element is accounted for separately in accordance with its lease classification. If the lease payments cannot be allocated reliably between the land and building elements, the entire lease is generally classified as a finance lease unless it is clear that both elements are operating leases; in which case, the entire lease is classified as an operating lease.
2) The consolidated company as lessee
The consolidated company recognizes right-of-use assets and lease liabilities for all leases at the commencement date of a lease, except for short-term leases and low-value asset leases accounted for applying a recognition exemption where lease payments are recognized as expenses on a straight-line basis over the lease terms.
Right-of-use assets are measured initially at cost, which comprises the initial measurement of lease liabilities, the lease payments paid before the lease start date less the lease incentives received, the initial direct cost, and the estimated cost of restoring underlying assets. Subsequent measurement is calculated as cost less accumulated depreciation and accumulated impairment loss and adjusted for changes in lease liabilities as a result of remeasurement. Right-of-use assets are presented on a separate line in the consolidated balance sheets.
Right-of-use assets are depreciated using the straight-line method from the commencement dates to the earlier of the end of the useful lives of the right-of-use assets or the end of the lease terms.
Lease liabilities are initially measured at the present value of the lease payments, which comprise fixed payments and payments of penalties for terminating the lease reflected during the lease term less lease incentives received. The lease payments are discounted using the interest rate implicit in a lease, if that rate can be readily determined. If that rate cannot be readily determined, the consolidated company uses the lessee's incremental borrowing rate.
Subsequently, lease liabilities are measured at amortized cost using the effective interest method, with interest expense recognized over the lease terms. When there is a change in future lease payments resulting from a change in a lease term, the consolidated company remeasures the lease liabilities with a corresponding adjustment to the right-of-use assets. However, if the carrying amount of the right-of-use assets is reduced to zero, any remaining amount of the remeasurement is recognized in profit or loss. Lease liabilities are presented on a separate line item in the consolidated balance sheets.
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- o. Borrowing Costs
Borrowing costs directly attributable to an acquisition, construction or production of qualifying assets are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.
Other than that which is stated above, all other borrowing costs are recognized in profit or loss in the period in which they are incurred.
-
p. Employee Benefits
-
1) Short-term employee benefits
Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for service rendered by employees.
- 2) Post-retirement benefits
Payments of defined contribution retirement benefit plans are recognized as an expense when the employees have rendered service entitling them to the contribution.
- q. Income Tax
Income tax expense is the sum of current income tax and deferred income tax.
- 1) Current income tax
According to the Income Tax Law of the ROC, an additional income tax on unappropriated earnings was surcharged in the year approved by the shareholders' meeting.
Adjustments of prior years' tax liabilities are added to or deducted from the current year's tax provision.
- 2) Deferred income tax
Deferred income tax is calculated on temporary differences between the carrying amounts of the recorded assets and liabilities and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognized for all taxable temporary differences while deferred tax assets are recognized as it is very likely that taxable profits will be available against tax credits which those deductible temporary differences can be utilized.
Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the timing of the reversal of the temporary difference and it is very likely that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investment and equity are only recognized to the extent that it is very likely that there will be sufficient taxable profit against which to utilize the benefit of the temporary differences that are expected to reverse in the foreseeable future.
The carrying amount of deferred tax asset is reviewed on each date of balance sheets and it is reduced to the extent that it is no longer very likely that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered. The deferred tax assets not originally recognized are also reviewed on each date of balance sheets, and
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their carrying amount is recognized to the extent that it is very likely that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset is realized, and this tax rates is based on the tax rates and tax laws that have been enacted or substantively enacted on the date of balance sheet. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the consolidated company expects to recover or settle the carrying amount of its assets and liabilities on the date of balance sheet.
3) Current and deferred income tax
Current and deferred income taxes are recognized in profit or loss, unless when they relate to items that are recognized in other comprehensive income or directly recorded in equity, the current and deferred income tax are separately recognized in other comprehensive income or directly recorded in equity.
5. Primary Sources of Uncertainties in Major Accounting Judgments, Estimates, and Assumptions
In the application of the consolidated company's accounting policies, the management is required to make judgments, estimates and assumptions based on historical experience and other factors that are considered to be relevant for the items that are not readily apparent from other sources. Actual results may differ from these estimates.
The management will constantly review the estimations and underlying assumptions. If an amendment of estimates only affects the current period, it shall be recognized in the period of amendment; if an amendment of accounting estimates affects the current year and future periods, it shall be recognized in the period of amendment and future periods.
Key Sources of Estimation and Assumption Uncertainty
Estimated impairment loss of inventory
The consolidated company regularly assesses the carrying amounts of the inventories to determine, in accordance with the accounting policy, that the inventories are stated at the lower of cost or net realizable value. The consolidated company estimates the net realizable value based on the most recent average selling prices of similar inventories and its historical experiences. Changes in the net realizable value will increase or decrease the amount of the Company's inventories.
6. Cash and Cash Equivalents
| Cash and Cash Equivalents | |||
|---|---|---|---|
| Cash on hand and working capital Bank demand deposits Bank time deposits with original maturity date within 3 months |
December 31, 2020 $ 2,800 550,729 20,000 $ 573,529 |
December 31, 2019 | |
| $ 1,965 248,100 20,000 $ 270,065 |
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The market interest rate intervals of bank deposits on the balance sheet date are as follows:
| Bank deposits Financial Assets at FVTPL - Current Financial assets held for trading- current Fund beneficiary certificates |
December 31, 2020 0.01%-0.35% December 31, 2020 $ 17,111 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| 0.05%-0.35% December 31, 2019 |
|||
| $ 17,094 |
7. Financial Assets at FVTPL - Current
8. Notes receivable, trade receivables - net, trade receivables from related parties and other receivable
| receivable | |||
|---|---|---|---|
| Measured at amortized cost Notes receivable Installment notes receivable Less: long-term installment notes receivable Installment notes receivable - current portion Trade receivables Trade receivables from related parties Other receivables Less: Allowance for Bad Debts |
December 31, 2020 $ 2,971 3,749 ( 2,960) 789 $ 3,760 $ 14,629 11,606 $ 26,235 $ 14,325 13,410 $ 915 |
December 31, 2019 | |
( |
( |
$ 4,456 4,539 1,471) 3,068 $ 7,524 $ 35,926 11,721 $ 47,647 $ 13,962 13,410 $ 552 |
a. Notes and trade receivable
The consolidated company mainly engaged in appointments of construction contractors to build public housing developments for leasing and selling. As a result, the trade receivables of the consolidated company arose from the purchase of building and land sold by the consolidated company's clients and the collection terms of the receivables are in accordance with the sales contracts. In the case of trade receivable arising from the lack of loan facilities from clients, the consolidated company may, after assessing their credit status and repayment ability, collect the amounts by instalments of bills receivable based on agreed terms.
In addition to trade receivable of real estate, the consolidated company has trade receivable arising from rental with lease guarantee deposits received in advance. In assessing the recoverability of trade receivable, the consolidated company considers any change in the credit quality of the trade receivable from the original credit date to the balance sheet date, and estimates the irrecoverable amounts by reference to past default records and the current financial condition of the clients and industrial economic conditions. The lease guarantee deposits received by the consolidated company at the balance sheet date are sufficient to cover potential default losses.
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The consolidated company applies the simplified approach of IFRS 9 and recognizes allowance for uncollectible accounts for trade receivable as lifetime expected credit losses for the duration of contract. The lifetime expected credit loss is determined the provision matrix which refers to past default records and the current financial condition of the clients and industrial economic conditions. Due to the historical experience of credit losses of the consolidated company, there is no significant difference in the loss patterns of different client's groups. Therefore, the provision matrix does not further distinguish the customer base, and only sets the expected credit loss rate based on the overdue days of trade receivable.
The consolidated company writes off trade receivable when there is information indicating that the debtor is experiencing in severe financial difficulty and there is no realistic prospect of recovery. The consolidated company continues to engage in enforcement activity to attempt to recover the receivables due. Where recoveries are made, they are recognized in profit or loss.
The consolidated company's loss allowance for trade receivable based on the provision matrix were as follows:
December 31, 2020
| December 31, 2020 | |||||
|---|---|---|---|---|---|
| Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization December 31, 2019 Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization |
AR aging less than 365 days - $ 26,235 - $ 26,235 AR aging less than 365 days - $ 47,647 - $ 47,647 |
AR aging less than 365 days |
AR aging of and more than 365 days 100% $ - - $ - AR aging of and more than 365 days 100% $ - - $ - |
Total | |
| $ 26,235 - $ 26,235 Total |
|||||
| $ 47,647 - $ 47,647 |
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b. Other receivables
The consolidated company's loss allowance for other receivable was as follows: December 31, 2020
| Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization |
AR aging less than365 days - $ 915 - $ 915 |
AR aging of and more than 365 days 100% $ 1,335 1,335 $ - |
Counterparty in trading shown the indication of default events 100% $ 12,075 12,075 $ - |
Total | ||
|---|---|---|---|---|---|---|
| $ 14,325 13,410 $ 915 |
Counterparty in trading shown the indication of default events was associate of the consolidated company.
December 31, 2019
| consolidated company. December 31, 2019 |
consolidated company. December 31, 2019 |
consolidated company. December 31, 2019 |
||
|---|---|---|---|---|
| AR aging less than365 days AR aging of and more than 365 days Counterparty in trading shown the indication of default events Total Expected credit loss rate - 100% 100% Total carrying amount $ 552 $ 1,335 $ 12,075 $ 13,962 Allowance for loss (lifetime expected credit losses) - 1,335 12,075 13,410 Costs after amortization $ 552 $ - $ - $ 552 Counterparty in trading shown the indication of default events was associate of the consolidated company. The movements of the loss allowance of other receivables were as follows: For the Year Ended December31,2020 For the Year Ended December31,2019 Balance, beginning of year $ 13,410 $ - Add: Impairment loss recognized for the year - 13,410 Balance, end of year $ 13,410 $ 13,410 |
Total | |||
| $ - 13,410 $ 13,410 |
Counterparty in trading shown the indication of default events was associate of the consolidated company.
9. Inventory, net
| Inventory, net | |||
|---|---|---|---|
| Real estate under development Real estate held for development Building and land held for sale Merchandise inventory |
December 31, 2020 $ 1,850,092 1,468,198 4,699,658 59,488 $ 8,077,436 |
December 31, 2019 | |
| $ 1,925,857 1,697,931 5,282,328 51,954 $ 8,958,070 |
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Real estate under development
| Real estate under development | ||||
|---|---|---|---|---|
| Project Item | December 31, 2020 $ 315,456 - 1,123,616 5,106 405,914 $ 1,850,092 December 31, 2020 $ 1,074,116 - 211,208 93,249 55,927 16,886 10,877 5,689 246 $ 1,468,198 |
December 31, 2019 | ||
| Tucheng Mingde Sec. Xinzhuang Fuduxin Kaohsiung 2nd Park E Building Plant Kaohsiung K13 Plant Hsinchu Fu Baitian Real estate held for development Project Item Banqiao Puqian Sec. and Zhonghe Guangfu Sec. Tucheng Mingde Sec. Tucheng Yuanhe Sec. Beitou Enlightened Sec. Banqiao Guoguang Sec. (Capacity Transfer purpose) Xizhi Jinlong Sec. Nangang South Central Sec. Xizhi Fude Sec. (Capacity Transfer purpose) Tucheng Leli Sec. and Xuelin Sec. (Capacity Transfer purpose) |
$ - 1,504,033 420,682 1,142 - $ 1,925,857 December 31, 2019 |
|||
| $ 1,074,116 229,733 211,208 93,249 55,927 16,886 10,877 5,689 246 $ 1,697,931 |
| Building and land held for sale Project Item Yanping South Rd. Di Jing Garden Tucheng ASE Residence Xinzhuang Fuduxin Ronghua Xizhi Li Garden ASE Center Earl Seventh generation Peony Bo City |
December 31, 2020 $ 2,375,808 979,751 913,790 272,215 57,954 49,642 43,778 6,720 $ 4,699,658 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 2,439,473 2,291,329 - 366,854 71,432 60,652 45,868 6,720 $ 5,282,328 |
As of December 31, 2020 and 2019, inventories of $4,266,869 thousand and $6,943,952 thousand, respectively, are expected to be recovered after more than 12 months.
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The relevant amounts of operating cost and inventory were as follows:
| Cost of Goods Sold Other operating costs The abovementioned cost of goods sold includes Loss on reduce inventory to market (Gain from price recovery of inventory) |
For the Year Ended December 31, 2020 $ 2,149,246 5,425 $ 2,154,671 ($ 258,348) |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
( |
$ 4,634,954 10,551 $ 4,645,505 $ 393,878 |
For the years ended December 31, 2020 and 2019, loss on reduce inventory to market (gain from price recovery of inventory) was provided (reversed) mainly due to the construction project of Xinzhuang Fuduxin.
Please refer to Note 29 for the amount of inventory pledged by the consolidated company as collateral against its secured borrowings.
10. Financial Assets at FVTOCI, Net
Investments in equity instruments at FVTOCI
| Non-current Domestic investment Listed (OTC) stock Foreign investment Limited liability partnership |
December 31, 2020 $ 3,587,830 - $ 3,587,830 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 3,671,678 4,913 $ 3,676,591 |
The consolidated company invested in equity instruments pursuant to its medium-term and long-term strategies for the purpose of making a profit; thus, the consolidated company elected to designate these investments to be measured at FVTOCI.
Please refer to Note 29 for information about investments in equity instruments at FVTOCI pledged as collateral.
11. Subsidiaries
Subsidiaries included in the consolidated financial statements
The entities of the consolidated financial statements are as follows:
| Name of Investor Company The Company |
Name of Subsidiary Hung Ching Kwan Co., Ltd. (Hung Ching Kwan) Fuhua engineering Co., Ltd. (Fuhua engineering) |
Business Nature | Percentage of Ownership and VotingRights December 31, 2020 December 31, 2019 63.5% 63.5% 100% 100% |
Note |
|---|---|---|---|---|
| Leasing of mall and office building Contractor of construction projects |
Note 1 Note 1 |
(Continued on the next page)
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(Continued from the previous page)
| Name of Investor Company Hung Ching Co., Ltd. Shanghai Youhong Engineering Technical Consulting Co., Ltd. Superb First Co., Ltd. |
Name of Subsidiary Hung Ching New Co., Ltd. (Hung Ching New) ASE WeMall Management and Consulting Co., Ltd. (ASE WeMall M&C Co.) Hung Ching Co., Ltd. Superb First Co., Ltd. Shanghai Youhong Engineering Technical Consulting Co., Ltd. Shanghai Hong Rong Property Management Co., Ltd. Shanghai You Chang Property Management Co., Ltd. |
Business Nature Retailer of household equipment and supplies Consultant of operation and management in department stores and parking lots General investment General investment Technical consulting services of electronic engineering and architectural engineering Consulting services of property management and construction and technical consulting services of architectural engineering Consulting services of property management and construction and technical consulting services of architectural engineering |
Percentage of Ownership and VotingRights December 31, 2020 December 31, 2019 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% |
Note |
|---|---|---|---|---|
| December 31, 2020 100% 100% 100% 100% 100% 100% 100% |
||||
| Note 1 Note 1 Note 1 Notes 1 and 2 Note 1 Note 1 Notes 1 and 2 |
Note 1. It was compiled into the consolidated financial statement with the financial statements audited by the certified public accountant for the same period.
Note 2. Superb First Co., Ltd. was established in November 2018. In July 2019, the Company invested US$600 thousand and Superb First Co., Ltd. invested US$600 thousand in Shanghai You Chang Property Management Co., Ltd. The abovementioned investments were approved by the Investment Commission in July 2019.
12. Investments Accounted for Using the Equity Method
| Investment in associates that are not individually material Hooyai Hotel Co. |
December 31, 2020 $ - |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ - |
The percentage of equity ownership and voting rights of the consolidated company in the associates were both 46% on the balance sheet date.
Information of associates not individually material is summarized as follows:
| The Company's share Net loss for the year Other Comprehensive Income/(Loss) Total comprehensive income |
For the Year Ended December 31, 2020 $ - - $ - |
For the Year Ended December 31, 2019 |
|---|---|---|
| ( $ 4,521 ) - ($ 4,521) |
The consolidated company has discontinued the recognition of losses as the associate had negative equity as of December 31, 2019.
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The share of profit and loss and other comprehensive income of the associates accounted for using the equity method and the consolidated company were recognized based on the financial statements of investees companies audited by the certified public accountant for the same period.
13. Property, Plant and Equipment, Net
| Cost Balance as of January 1, 2019 Addition Net exchange difference Balance as of December 31, 2019 Accumulated depreciation and impairment Balance as of January 1, 2019 Depreciation expenses Net exchange difference Balance as of December 31, 2019 Balance as of December 31, 2019, net Cost Balance as of January 1, 2020 Addition Disposal Net exchange difference Balance as of December 31, 2020 Accumulated depreciation and impairment Balance as of January 1, 2020 Disposal Depreciation expenses Net exchange difference Balance as of December 31, 2020 Balance as of December 31, 2020, net |
Land $ 205,648 - - $ 205,648 $ - - - $ - $ 205,648 $ 205,648 - - - $ 205,648 $ - - - - $ - $ 205,648 |
Buildings and Property $ 989,000 - ( 451) $ 988,549 $ 444,679 16,095 ( 127) $ 460,647 $ 527,902 $ 988,549 - - 194 $ 988,743 $ 460,647 - 16,072 66 $ 476,785 $ 511,958 |
Other Equipment $ 33,215 49 115) $ 33,149 $ 22,440 3,155 96) $ 25,499 $ 7,650 $ 33,149 3,651 905 ) 50 $ 35,945 $ 25,499 860 ) 2,496 46 $ 27,181 $ 8,764 |
Total | |||
|---|---|---|---|---|---|---|---|
( ( |
( ( ( ( |
( ( ( ( |
$ 1,227,863 49 566) $ 1,227,346 $ 467,119 19,250 223) $ 486,146 $ 741,200 $ 1,227,346 3,651 905 ) 244 $ 1,230,336 $ 486,146 860 ) 18,568 112 $ 503,966 $ 726,370 |
Property, plant and equipment of the consolidated company are depreciated by straight-light method using the estimated useful lives as follows:
Buildings and Property 55 to 60 years Other Equipment 2 to 10 years
Please refer to Note 29 for information about the amount of property, plant and equipment - net pledged by the consolidated company as collateral for borrowings.
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14. Lease Arrangements
- a. Right-of-use assets
| a. Right-of-use assets |
|
|---|---|
| December 31, 2020 Carrying amount of right-of-use assets Buildings $ 15,085 For the Year Ended December 31, 2020 Depreciation expense of right-of-use assets Buildings $ 3,176 b. Lease liabilities December 31, 2020 Carrying amount of lease liabilities Current $ 2,972 Non-current $ 12,805 Ranges of discount rates for lease liabilities are as follows: December 31, 2020 Buildings 1.89% c. Major lease activities and terms |
December 31, 2019 |
| $ 18,261 For the Year Ended December 31, 2019 |
|
| $ 3,176 December 31, 2019 |
|
| $ 2,796 $ 15,897 December 31, 2019 |
|
| 1.89% |
The consolidated company leases several buildings for the use of offices with lease terms of 1 to 5 years. The consolidated company does not have bargain purchase options to acquire the leasehold buildings at the end of the lease terms.
d. Other lease information
Please refer to Note 15 for the operating lease agreements to rent its own merchandise inventory and investment properties by the consolidated company.
| Expenses relating to short-term leases and low-value asset leases Total cash (outflow) for leases |
For the Year Ended December 31, 2020 $ 10,278 ($ 13,518) |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
( |
( |
$ 9,741 $ 12,861) |
The consolidated company leases certain office equipment and certain equipment which qualify as short-term leases and low-value asset leases. The consolidated company has elected to apply the recognition exemption and thus, did not recognize right-of-use assets and lease liabilities for these leases.
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15. Investment properties, net
| Investment properties, net | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Land | Buildings | Total | ||||||||
| Cost | ||||||||||
| Balance as of January 1, | ||||||||||
| 2019 | $ | 725,735 | $ | 3,724,033 |
$ | 4,449,768 | ||||
| Addition |
- |
2,904 |
2,904 | |||||||
| Balance as of December 31, | ||||||||||
| 2019 | $ | 725,735 |
$ | 3,726,937 |
$ | 4,452,672 | ||||
| Accumulated depreciation | ||||||||||
| and impairment | ||||||||||
| Balance as of January 1, | ||||||||||
| 2019 | $ | - | $ | 749,782 |
$ | 749,782 | ||||
| Depreciation expenses |
- |
118,215 |
118,215 | |||||||
| Balance as of December 31, | ||||||||||
| 2019 | $ | - |
$ | 867,997 |
$ | 867,997 | ||||
| Balance as of December 31, | ||||||||||
| 2019, net | $ | 725,735 |
$ | 2,858,940 |
$ | 3,584,675 | ||||
| Cost | ||||||||||
| Balance as of January 1, | ||||||||||
| 2020 | $ | 725,735 | $ | 3,726,937 |
$ | 4,452,672 | ||||
| Addition | - | 7,219 | 7,219 | |||||||
| Disposal |
( | 15,113) |
( | 715) |
( | 15,828) | ||||
| Balance as of December 31, | ||||||||||
| 2020 | $ | 710,622 |
$ | 3,733,441 |
$ | 4,444,063 | ||||
| Accumulated depreciation | ||||||||||
| and impairment | ||||||||||
| Balance as of January 1, | ||||||||||
| 2020 | $ | - | $ | 867,997 |
$ | 867,997 | ||||
| Disposal | - | ( | 4,595) | ( | 4,595) | |||||
| Depreciation expenses |
- |
117,598 |
117,598 | |||||||
| Balance as of December 31, | ||||||||||
| 2020 | $ | - |
$ | 981,000 |
$ | 981,000 | ||||
| Balance as of December 31, | ||||||||||
| 2020, net | $ | 710,622 |
$ | 2,752,441 |
$ | 3,463,063 |
The investment property of the consolidated company includes the mall of Tucheng ASE, the building of Hotel J Metropolis held by the Company, and the exhibition hall of Asehome Design Center held by the subsidiary of Hung Ching Kwan.
Investment properties of the consolidated company are depreciated by straight-light method using the estimated useful lives as follows:
Buildings and Property 20 to 60 years Air-conditioning equipment and others 3 to 25 years
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The fair value of the investment property is derived by reference to appraisal report evaluated by appraisal company of non-related party and to the actual price registration of in the adjacent area by the management. Evaluation of fair value is shown below:
| Fair value |
December31,2020 $ 7,628,790 |
December31,2019 | December31,2019 |
|---|---|---|---|
| $ 7,731,143 |
The operating lease is to lease merchandise inventory and investment property owned by the consolidated company leases with lease terms of 1 to 15 years. The lessee does not have bargain purchase options to acquire the leasehold buildings at the end of the lease terms.
As of December 31, 2020 and 2019, the guarantee deposits received by the consolidated company in accordance with operating lease agreements amounted to $26,977 thousand and $25,624 thousand, respectively.
The total future lease payments to be received of operating lease commitments (excluding variable lease payments) are as follows:
| variable lease payments) are as follows: | |||
|---|---|---|---|
| 1st Year 2nd Year 3rd Year 4th Year 5th Year Over 5 years |
December 31, 2020 $ 58,604 34,841 28,244 22,245 21,178 133,397 $ 298,509 |
December 31, 2019 | |
| $ 67,621 41,035 29,257 24,074 20,073 139,617 $ 321,677 |
The consolidated company held freehold interests in all of its investment properties. Please refer to Note 29 for the amount of investment properties - net pledged by the consolidated company as collateral for borrowings.
16. Other assets
| Other assets | |||
|---|---|---|---|
| Current Prepayments Tax overpaid retained for offsetting the future tax payable Prepayments for construction and purchases Prepayments for building and land Prepaid expenses Other current assets Payments on behalf of others Temporary payments Non-current Refundable deposit Long-term prepaid expenses Long-term other receivable (Note XX) Other |
December 31, 2020 $ 48,803 86,094 168,278 2,043 $ 305,218 $ 3,648 32 $ 3,680 $ 154,896 26,102 8,126 3,128 $ 192,252 |
December 31, 2019 | |
| $ 97,308 281,417 - 5,374 $ 384,099 $ 2,288 32 $ 2,320 $ 174,850 25,710 7,802 3,128 $ 211,490 |
174
17. Borrowings
- a. Short-term borrowings
| Bank credit loans Bank secured loan (Note XXIX) Interest rate of bank credit loans Interest rate of bank secured loans b. Short-term bills payable, net Commercial paper payable (Note 29) Less: Discount on short-term bills payable Interest rate c. Long-term borrowings, net Secured loan (Note 29) Bank of Taiwan I (1) Bank of Taiwan II (2) DBS Bank and another bank (3) Less: Current portion matured in one year Long-term borrowings Interest rate |
December 31, 2020 $ 1,353,750 1,459,250 $ 2,813,000 1.40%-1.88% 0.94%-1.88% December 31, 2020 $ 1,841,000 1,223 $ 1,839,777 1.328%-1.938% December 31, 2020 $ 2,111,120 124,038 278,100 2,513,258 495,085 $ 2,018,173 1.67%-1.90% |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 1,078,250 1,460,750 $ 2,539,000 1.40%-1.88% 1.04%-1.88% December 31, 2019 |
|||
| $ 2,600,000 2,872 $ 2,597,128 1.768%-1.988% December 31, 2019 |
|||
| $ 2,200,000 172,208 473,940 2,846,148 135,267 $ 2,710,881 1.89%-1.91% |
-
1) The maturity date of the consolidated company's loan from Bank of Taiwan I is May 16, 2033 with repayment method of interests paid monthly and principal paid by installments starting the third year, and with Tucheng mall as collateral.
-
2) The maturity date of the consolidated company's loan from Bank of Taiwan II is June 19, 2023 with repayment method of interests paid monthly and principal paid by installments starting the second year, and with Tucheng mall as collateral.
-
3) The maturity date of the consolidated company's loan from DBS Bank and another bank is May 16, 2021 with repayment method of interests paid monthly and principal paid by the date of maturity, and with Tucheng mall as collateral.
18. Trade payable
Trade payable classified as construction retainage payable for construction contracts were $181,017 thousand and $323,871 thousand as of December 31, 2020 and 2019, respectively. Construction retainage received, which is interest free, will be paid for each construction contract at the end of the construction retainage period. This retainage period is the consolidated company's normal operating cycle, which normally exceeds one year.
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19. Other current liabilities
| Other current liabilities | |||
|---|---|---|---|
| Advance rental Receipts on behalf of others Guarantee deposits received Other |
December 31, 2020 $ 5,795 2,157 3,250 118 $ 11,320 |
December 31, 2019 | |
| $ 8,687 6,439 5,600 131 $ 20,857 |
20. Post-retirement benefit plans
The consolidated company adopted a pension plan under the Labor Pension Act, which is a government-managed defined contribution plan. The Company has made monthly contributions equal to 6% of each employee's monthly salary to employees' individual pension accounts of Bureau of Labor Insurance.
The subsidiary, Fuhua engineering, still has fund deposits of defined benefit plan at competent authority, and the balance of the fund amounted to $8,126 thousand and $7,802 thousand, respectively, as of December 31, 2020 and 2019, recorded as other non-current asset.
In accordance with the relevant endowment insurance system of the People's Republic of China, Shanghai Youhong Engineering Technical Consulting Co., Ltd. and Shanghai Hong Rong Property Management Co., Ltd. allocate fund of the endowment insurance according to a certain proportion of the salary each year, and contribute them to the designated institutions stipulated by the government of the People's Republic of China. Contributed fund is managed by the labor department of the local government.
21. Equity
- a. Share capital
Ordinary shares
| Ordinary shares | |||
|---|---|---|---|
| Authorized shares (In Thousand Shares) Authorized share capital Issued and fully paid shares (In Thousand Shares) Issued share capital |
December 31, 2020 540,306 $ 5,403,060 270,306 $ 2,703,060 |
December 31, 2019 | |
| 540,306 $ 5,403,060 270,306 $ 2,703,060 |
The par value of the issued ordinary shares is $10 per share. Each share is entitled to one voting right and right of receiving dividend.
- b. Capital surplus
| To offset a deficit, to distribute as cash dividends or stock dividends Additional paid-in capital Treasury stock transaction |
December 31, 2020 $ 148,999 163,562 $ 312,561 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 148,999 148,176 $ 297,175 |
The abovementioned capital surplus may be used to offset a deficit or to be distributed as cash dividends or stock dividends; however, the stock dividends have a limitation up to a certain percentage of the paid-in capital per year.
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- c. Retained earnings and dividend policy According to the Company's Articles of Incorporation of the earnings distribution policy, the Company shall make appropriations from its net income (less any deficit), if any, to pay the taxes in comply with the laws, offset its accumulated deficit, set aside a legal reserve at 10% of the remaining earnings while no more set-aside if the legal reserve is up to the Company's paid-in capital, and then set aside or reverse a special reserve in accordance with the relevant laws or regulations. Of the remainder, together with any unappropriated earnings of prior years, shall be proposed by the Board of Directors as a plan for the distribution of the remaining undistributed earnings, and the shareholders shall resolve such plan in the shareholders' meeting for distribution of dividends to shareholders. For the policies on employees' compensation and remuneration of directors, which is stipulated in the Company's Articles of Incorporation, please refer to Note 23(7).
The Company's current industrial development is in a mature period while the business development is still at a growth stage with investment plans and funding requests in the coming years. Therefore, in addition to the abovementioned policies, the distribution of earnings shall be based on at least 20% by cash dividends and the remainder shall be distributed in the form of stock dividends as distribution of shareholders' dividends and bonuses for the year. However, if the Company obtains sufficient funds from external parties to meet its funding requests for the year, the proportion of cash dividends distributed above shall be increased to 40% on a discretionary basis.
As stated in the preceding paragraph, the Company may determine the most appropriate dividend policy and payment method depending on the actual operation of the year and taking into account the capital budget planning for the subsequent year.
The Company shall set aside a legal reserve until it equals the Company's paid-in capital. Legal reserve may be used to offset deficit. If the company has no deficit and the legal reserve has exceeded 25% of the company's paid-in capital, the excess may be transferred to capital or distributed in cash.
The company appropriates and reverses special reserves in accordance with the regulations of Financial-Supervisory-Securities-Fa's Letter No. 1010012865, Financial-Supervisory-Securities-Fa's Letter No. 1010047490, and Financial-Supervisory-Securities-Fa's Letter No. 1030006415 issued by the FSC and the directive titled "Questions and Answers for Special Reserves Appropriated Following Adoption of IFRSs."
The appropriations of earnings for 2019 and 2018 had been approved in Hung Ching Co.'s shareholders' meetings on June 18, 2020 and June 27, 2019, respectively, and they were as follows:
| follows: | |||
|---|---|---|---|
| Legal reserve Legal reserve (reversal) Cash dividends |
Appropriation of Earnings For the Year Ended December 31, 2019 For the Year Ended December 31, 2018 $ 74,209 $ 41,873 ( 1,710 ) 19,660 486,551 324,367 |
Dividends Per Share ($) | |
| For the Year Ended December 31, 2019 $ 74,209 ( 1,710 ) 486,551 |
For the Year Ended December 31, 2019 $ 1.80 |
For the Year Ended December 31, 2018 |
|
| $ 1.20 |
The appropriations of earnings and dividends per share for the year ended December 31, 2020 had been proposed by the Company's board of directors on March 5, 2021, and they were as follows:
177
| Legal reserve Special reserve Cash dividends |
Appropriation of Earnings $ 39,115 29,062 378,428 |
Dividends Per Share ($) |
|---|---|---|
| $ 1.40 |
The appropriations of earnings for the year ended December 31, 2020 is subject to the resolution of the shareholders in the shareholders' meeting to be held on June 28, 2021.
d. Special reserve
| Special reserve | |||
|---|---|---|---|
| Balance, beginning of year Special capital reserve provided (reversed) Balance, end of year |
For the Year Ended December 31, 2020 $ 320,202 ( 1,710) $ 318,492 |
For the Year Ended December 31, 2019 |
|
( |
$ 300,542 19,660 $ 320,202 |
A special capital reserve shall be provided for the difference between the market price of the Company's shares held by the subsidiaries and the book value in proportion to their shareholdings and may be subsequently reversed as a result of the recovery of the market price.
e. Other equity items
- 1) Exchange differences on translating the financial statements of foreign operations
| Balance, beginning of year Exchange differences on translating the net assets of foreign operations Related income tax from gain on translating the net assets of foreign operations Balance, end of year |
For the Year Ended December 31, 2020 ( $ 6,642 ) 1,736 ( 347 ) ($ 5,253) |
For the Year Ended December 31, 2019 |
|---|---|---|
| ( $ 3,654 ) ( 3,735 ) 747 ($ 6,642) |
2) Unrealized gain (loss) on financial assets at FVTOCI
| Balance, beginning of year Recognized for the year Unrealized gain (loss) - equity instruments Balance, end of year |
For the Year Ended December 31, 2020 $ 2,660,412 ( 80,023 ) $ 2,580,389 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
| $ 1,561,557 1,098,855 $ 2,660,412 |
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f. Treasury Shares
(Unit: In Thousand Shares)
| Reasons for repurchase For the Year Ended December 31, 2020 Shares of the Company held by subsidiaries For the Year Ended December 31, 2019 Shares of the Company held by subsidiaries |
Number of shares, beginning of year 8,548 8,548 |
Increase for the year - - |
Decrease for the year - - |
Number of shares, end of year |
||
|---|---|---|---|---|---|---|
| 8,548 8,548 |
Information on shares of the Company held by subsidiaries on the balance sheet date is as follows:
| Name of Subsidiary December 31, 2020 Hung Ching New December 31, 2019 Hung Ching New |
Number of Shares held (In Thousand Shares) 8,548 8,548 |
Carrying amount $ 164,116 $ 193,178 |
Market price | |
|---|---|---|---|---|
| $ 164,116 $ 193,178 |
The shares of the Company held by subsidiaries, which are considered as treasury shares, are bestowed shareholders' rights, except for the rights to participate in any share issuance for cash and to vote.
22. Revenue
a. Contract balances
| Contract balances | |||
|---|---|---|---|
| Notes receivable (Note 8) Trade receivable (Note 8) Trade receivables from related parties (Note 8) Long-term notes receivable (Note 8) Contract assets - current Real estate construction Contract liabilities – current Building and land for sale Merchandise sales |
December 31, 2020 $ 3,760 $ 14,629 $ 11,606 $ 2,960 $ - $ 413,174 6,715 $ 419,889 |
December 31, 2019 | |
| $ 7,524 $ 35,926 $ 11,721 $ 1,471 $ 3,198 $ 103,498 7,934 $ 111,432 |
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b. Subdivision of revenue from client contracts
Detailed information on the revenue is described in Note 31.
23. Net income from continuing operation
- a. Other income
| Other income | |||
|---|---|---|---|
| Interest Revenue of bank deposit Dividend income Other |
For the Year Ended December 31, 2020 $ 1,129 88,175 10,458 $ 99,762 |
For the Year Ended December 31, 2019 |
|
| $ 732 110,269 6,518 $ 117,519 |
- b. Other gains and losses
| b. Other gains and losses |
|||
|---|---|---|---|
| Gain (loss) on disposal of property, plant and equipment Gain (Loss) on disposal of investment properties Gain (loss) on financial assets at FVTPL Other loss c. Finance costs Interest on bank loans Interest on lease liabilities Less:Amounts included in the cost of required assets Interest rate on interest capitalization |
For the Year Ended December 31, 2020 ( $ 27) 6,748 226 ( 2,356) $ 4,591 For the Year Ended December 31, 2020 $ 133,651 324 18,084 $ 115,891 1.40%-1.96% |
For the Year Ended December 31, 2019 |
|
| $ - - 1,134 ( 281) $ 853 For the Year Ended December 31, 2019 |
|||
| $ 192,373 376 65,309 $ 127,440 1.68%-2.32% |
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d. Depreciation and amortization
| d. Depreciation and amortization |
||
|---|---|---|
| For the Year Ended December 31, 2020 Property, plant and equipment $ 18,568 Right-of-use assets 3,176 Investment properties 117,598 Long-term prepayment expenses (recorded as other non-current assets) 6,628 Total $ 145,970 Depreciation expenses summarized by function Inventories, net $ 283 OPERATING COSTS 96,673 OPERATING EXPENSES 42,386 $ 139,342 Amortization expenses summarized by function Inventories, net $ 369 Operating expenses – amortization expense 6,259 $ 6,628 e. Direct operating expenses of investment properties For the Year Ended December31,2020 Direct operating expenses of investment properties generating rental revenue $ 113,637 f. Employee benefits expense For the Year Ended December 31, 2020 Short-term employee benefits expense $ 154,463 Post-Retirement Benefits Defined contribution plans 4,152 Other employee benefits 17,951 Total employee benefit expenses $ 176,566 Summarized by function Inventories, net $ 27,021 Operating Costs 17,075 Operating Expenses 132,470 $ 176,566 |
For the Year Ended December 31, 2019 |
|
| $ 19,250 3,176 118,215 4,887 $ 145,528 $ 67 96,686 43,888 $ 140,641 $ 82 4,805 $ 4,887 For the Year Ended December31,2019 |
||
| $ 113,155 For the Year Ended December 31, 2019 |
||
| $ 184,977 4,520 19,997 $ 209,494 $ 40,373 14,887 154,234 $ 209,494 |
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- g. Employees' compensation and remuneration of directors
The Company accrued employees' compensation and remuneration of directors at the rates of 1% to 7% and no higher than 3% for employees' compensation and for remuneration of directors of net profit before tax, respectively. The employees' compensation and remuneration of directors for the years ended December 31, 2020 and 2019, which were approved by the Company's Board of Directors on March 5, 2021 and March 6, 2020, respectively, were as follows:
Accrual rates
| For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Employees' compensation 4% 4% Remuneration of directors 2% 1.75% Amount For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Cash Stock Cash Stock Employees' compensation $ 16,946 $ - $ 35,907 $ - Remuneration of directors 8,473 - 15,709 - |
For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Employees' compensation 4% 4% Remuneration of directors 2% 1.75% Amount For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Cash Stock Cash Stock Employees' compensation $ 16,946 $ - $ 35,907 $ - Remuneration of directors 8,473 - 15,709 - |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
| Cash $ 35,907 15,709 |
Stock | ||
| $ - - |
If there is a change in the amounts after the consolidated financial statements are authorized for issue, the differences are recorded as a change in the accounting estimate and adjusted in the accounts in the following year.
There was no difference between the actual amount paid of employees' compensation and remuneration of directors and the amount recognized in the parent company only financial statements for the years ended December 31, 2019 and 2018.
Information on the employees' compensation and remuneration of directors resolved by the Company's board of directors for the years ended December 31, 2020 and 2019 is available at the Market Observation Post System website of the Taiwan Stock Exchange.
24. Income Tax from Continuing Operations
- a. Income tax expense recognized in profit and loss account
Major components of income tax expense are as follows:
| Current tax In respect of the current year Surcharges on unappropriated earnings Adjustments for prior years Deferred income tax In respect of the current year Income tax expenses recognized in profit or loss |
For the Year Ended December 31, 2020 $ 14,086 9,152 ( 1,037) 22,201 558 $ 22,759 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
( |
$ 130,648 5,990 1,436 138,074 718 $ 138,792 |
182
A reconciliation of accounting profit and current income tax expense is as follows:
| Net income from continuing operation Income tax expenses from income before income tax calculated at the statutory rate Fees that cannot be deducted from taxes Non-taxable income Unrecognized deductible temporary differences Unrecognized loss carryforward Surcharges on unappropriated earnings Income tax expenses from previous years adjusted for the year Income tax expenses recognized in profit or loss |
For the Year Ended December 31, 2020 $ 396,495 $ 125,695 4,823 ( 163,173 ) 37,019 10,280 9,152 ( 1,037) $ 22,759 |
For the Year Ended December 31, 2019 |
|---|---|---|
| $ 863,934 $ 117,319 82,404 ( 157,939 ) 79,674 9,908 5,990 1,436 $ 138,792 |
The tax rate for entities of the consolidated company that apply the Income Tax Act of the Republic of China is 20%. The tax rate applicable to subsidiaries in China area is 25%.
- b. Income tax recognized in other comprehensive income
| Deferred income tax Reverse to other comprehensive Income (Loss) Translating of foreign operations |
For the Year Ended December 31, 2020 ($ 347) |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
( |
$ 747 |
183
c. Deferred tax assets
The movements of deferred tax assets were as follows:
| For the Year Ended December 31, 2020 Deferred tax assets Financial assets at FVTOCI Property, plant and equipment Investment properties Exchange differences of foreign operations Other For the Year Ended December 31, 2019 Deferred tax assets Financial assets at FVTOCI Property, plant and equipment Investment properties Exchange differences of foreign operations Other |
Balance, beginning of year $ 34,209 13,662 13,753 1,660 59 $ 63,343 $ 34,209 14,017 14,002 913 173 $ 63,314 |
Recognized in profit and loss $ - ( 355 ) ( 256 ) - 53 ($ 558) $ - ( 355 ) ( 249 ) - ( 114) ($ 718) |
Recognized in other comprehensive income $ - - - ( 347 ) - ($ 347 ) $ - - - 747 - $ 747 |
Balance, end of year |
Balance, end of year |
|
|---|---|---|---|---|---|---|
| $ 34,209 13,307 13,497 1,313 112 $ 62,438 $ 34,209 13,662 13,753 1,660 59 $ 63,343 |
d. Amounts of loss carryforward and deductible temporary differences for which no deferred tax assets have been recognized in the balance sheet
| Loss carryforward Expired in 2020 Expired in 2021 Expired in 2022 Expired in 2023 Expired in 2024 Expired in 2025 Expired in 2026 Expired in 2027 Expired in 2028 Expired in 2029 Expired in 2030 Deductible temporary differences |
December 31, 2020 $ - 14,957 20,177 16,127 126,098 34,595 40,506 41,562 56,388 45,723 46,984 $ 443,117 $ 207,816 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
| $ 7,650 14,957 20,177 16,127 126,098 34,595 40,506 41,562 56,289 45,620 - $ 403,581 $ 207,534 |
184
- e. Income tax assessments
The Company's annual income tax return of a profit-seeking enterprise have been assessed by the tax authorities through the 2018 annual income tax return of a profit-seeking enterprise.
25. Earnings Per Share
Numerator and denominator used in the computation of earnings per share (EPS) are as follows:
| For the Year Ended December 31, 2020 Basic EPS Net income to calculate basic EPS Effect of dilutive potential ordinary share: Employees' compensation Diluted EPS Net income to calculate diluted EPS For the Year Ended December 31, 2019 Basic EPS Net income to calculate basic EPS Effect of dilutive potential ordinary share: Employees' compensation Diluted EPS Net income to calculate diluted EPS |
Amount (numerator) after tax $ 391,153 - $ 391,153 $ 742,091 - $ 742,091 |
Shares (denominator) (In Thousand Shares) 261,758 1,017 262,775 261,758 1,683 263,441 |
EPS ($) | |
|---|---|---|---|---|
| after tax | ||||
| $ 1.49 $ 1.49 $ 2.84 $ 2.82 |
If the consolidated company offered to settle the employees' compensation in cash or shares, the consolidated company presumes that the entire amount of the compensation would be settled in shares and the resulting potential shares were included in the weighted average number of shares outstanding used in the computation of diluted earnings per share, as the effect is dilutive. Such dilutive effect of the potential shares is included in the computation of diluted earnings per share until the shareholders resolve the number of shares to be distributed to employees as compensation at their meeting in the following year.
26. Management of Risks in Capital
The consolidated company conducts management of risks in capital to ensure that each entity of the group would continue as a going concern with the premise of optimizing the balances of debt and equity, and to maximize shareholders' equity. The overall strategy of the consolidated company has no significant change.
The consolidated company's capital structure consists of the consolidated company's net debt (which is borrowings less cash and cash equivalents) and equity attributable to the owners of the consolidated company (which are share capital, capital surplus, retained earnings, and other equity items).
The consolidated company is not subject to any other external capital requirements.
The key management of the consolidated company annually reviews the capital structure of the group, including the capital costs of various categories and related risks. Based on recommendations of the key management, the consolidated company will balance its overall
185
capital structure through dividends distribution, new stock issuance, shares repurchase, and new debts issuance or old debts repayment, etc.
27. Financial Instruments
-
a. Information on Fair value - Financial instruments measured at fair value on a recurring basis
-
1) Fair Value Hierarchy
December 31, 2020
| December 31, 2020 | ||||||
|---|---|---|---|---|---|---|
| Level 1 Financial assets at FVTPL Fund beneficiary certificates$ 17,111 Financial assets at FVTOCI Investments in equity instruments Domestic listed (OTC) stock $ 3,587,830 December 31, 2019 Level 1 Financial assets at FVTPL Fund beneficiary certificates$ 17,094 Financial assets at FVTOCI Investments in equity instruments Domestic listed (OTC) stock $3,671,678 Foreign limited liability partnership - $3,671,678 |
Level 2 $ - $ - Level 2 $ - $ - - $ - |
Level 3 $ - $ - Level 3 $ - $ - 4,913 $ 4,913 |
Total | |||
| $ 17,111 $ 3,587,830 Total |
||||||
| $ 17,094 $3,671,678 4,913 $3,676,591 |
There was no transfer between Levels 1 and Level 2 for the years ended December 31, 2020 and 2019.
- 2) Reconciliation of Level 3 fair value measurement of financial instruments
For the Year Ended December 31, 2020
| For the Year Ended December 31, 2020 | ||
|---|---|---|
| Financial assets Balance, beginning of year Recognized in other comprehensive income (unrealized gain (loss) on FVTOCI) Return on capital reduction Balance, end of year |
at FVTOCI | |
| Equity instruments | ||
( |
$ 4,913 3,825 8,738) $ - |
186
| For the Year Ended December 31, 2019 Financial assets Beginning and ending balance of the year |
at FVTOCI | at FVTOCI |
|---|---|---|
| Equity instruments | ||
| $ 4,913 |
- 3) Valuation techniques and inputs applied for Level 3 fair value measurement
The foreign limited liability partnership is estimated at fair value based on estimated future cash flows of the disposal proceeds less costs of disposal.
- b. Categories of financial instruments
| b. Categories of financial instruments |
||
|---|---|---|
| Financial assets Financial assets at FVTPL Fund beneficiary certificates financial assets at amortized cost (Note 1) Financial assets at FVTOCI Investments in equity instruments |
December 31, 2020 $ 17,111 762,295 3,587,830 |
December 31, 2019 |
| $ 17,094 502,109 3,676,591 |
Financial liabilities
Measured at amortized cost (Note 2) 8,287,995 9,236,247
-
Note 1. The balances included financial assets measured at amortized cost which comprise cash and cash equivalents, notes receivable, trade receivable - net, trade receivables from related parties, other receivables, long-term notes receivable and refundable deposits (recorded in other non-current assets), etc.
-
Note 2. The balances included financial liabilities measured at amortized cost which comprise short-term borrowings, short-term bills payable - net, notes payable, trade payable, trade payables to related parties, other payable, long-term borrowings - current portion, long-term borrowings - net, guarantee deposits, etc.
-
c. Financial risk management objectives and policies
The consolidated company's major financial instruments included equity investments, loans and receivable, trade payable, short-term bills payable, and borrowings, etc. The consolidated company's Finance division provides services to each unit of the business, coordinates access to domestic financial markets, and monitors and manages the financial risks relating to the operations of the consolidated company through internal risk reports that analyze exposures by degree and magnitude of risks. These risks include market risk (including interest rate risk and other price risk), credit risk and liquidity risk.
The consolidated company manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner. Internal auditors review the compliance policies and risk exposure limits on an ongoing basis.
187
1) Market risk
As the consolidated company is rarely engaged in foreign currency transactions, exposure to exchange rate risk for fluctuations in market exchange rates is minimal. At this stage, the consolidated company's dedicated unit reviews the assets and liabilities that are affected by exchange rates only on a regular basis.
Therefore, the consolidated company's activities exposed it primarily to the financial risks of changes in interest rates and other price risk.
a) Interest rate risk
The consolidated company is exposed to interest rate risk because entities in the consolidated company borrow funds at both fixed and floating interest rates. The consolidated company manages interest rate risk by maintaining an appropriate combination of fixed and floating interest rates. The consolidated company regularly assesses the fluctuation of interest rates by adjusting the affected positions to align them with interest rate views and risk preferences established to ensure the most cost-effective hedging strategies are adopted.
The carrying amounts of financial assets and financial liabilities of the Company with exposures to interest rate on the balance sheet dates are as follows:
| follows: | ||
|---|---|---|
| Interest rate risk with fair value -Financial liabilities Interest rate risk with cash flow -Financial assets -Financial liabilities |
December 31, 2020 $ 1,839,777 561,862 5,326,258 |
December 31, 2019 |
| $ 2,597,12 268,05 5,385,14 |
Sensitivity analysis
The consolidated company used the interest rate risk of non-derivatives financial instruments at the balance sheet date as basis. Facing the risk of changes in floating interest rates of financial assets and in market interest rates of financial liabilities, the consolidated company uses 1% increase or decrease in market interest rates as a reasonable risk assessment for reporting changes in interest rates to the management. If the market interest rate had been 1% higher and all other variables were held constant, the consolidated company's pre-tax income for the years ended December 31, 2020 and 2019 would decrease by $47,644 thousand and $51,171 thousand, respectively.
b) Other price risk
The consolidated company was exposed to equity price risk through its investments on equity securities of listed and OTC companies. This equity investment is not held for trading but a strategic investment. The consolidated company does not actively trade these investments. Equity price risk of the consolidated company is mainly concentrated on equity instruments in semiconductor packaging industry of the Taiwan Stock Exchange. Besides, the consolidated company has appointed a dedicated unit to regularly monitor the price risk and assess when it is necessary to increase the risk hedging position.
Sensitivity analysis
If equity prices had been 10% lower, no impact would incur on the consolidated company's pre-tax income for the year ended December 31, 2020 and 2019. The
188
consolidated company's pre-tax other comprehensive income for the years ended December 31, 2020 and 2019 would have decreased by $358,783 thousand and $367,168 thousand, respectively, due to changes in fair value of financial assets at FVTOCI.
-
2) Credit risk
-
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the consolidated company. As of the balance sheet date, the consolidated company's maximum exposure to credit risk due to failure to discharge an obligation by the counterparties arises from the carrying amount of the respective recognized financial assets as stated in the consolidated balance sheets.
The policies adopted by the consolidated company are to trade with reputed counterparties only. If necessary, sufficient collateral must be obtained to reduce the risk of financial losses. Credit risk of the consolidated company is evaluated against contracts with positive fair value at the balance sheet date. The trading counterparties of consolidated company are financial institutions and organizations of company with good credit standing, so no significant credit risk is expected to incur.
To reduce credit risk, the management of the consolidated company has delegated a dedicated team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is properly taken to recover overdue debts. Moreover, the consolidated company reviews the recoverable amount of each individual trade receivable on the balance sheet date to ensure that adequate allowance is made for possible irrecoverable amounts. In this regard, the management believes that the consolidated company's credit risk has been significantly reduced.
The consolidated company's trade receivables consist of a large number of clients, mainly in Taiwan and Mainland China. The consolidated company has no concentration of credit risk as it has transactions with different clients. The consolidated company continuously assesses the financial position of its clients of the trade receivable.
- 3) Liquidity risk
The Board of Directors bears the ultimate liability for the liquidity risk management of the consolidated company. The consolidated company has established an appropriate liquidity risk management framework to meet its management demand for short-term, mid-term, and long-term funding and liquidity. The consolidated company manages liquidity risk by maintaining adequate financing limit with banks and reserving flexibility of fundraising in the capital market as well as continuously monitoring the expected and actual cash flows and the maturity portfolio of financial assets and liabilities.
a) Table of liquidity risk
The following tables detail the analysis of the consolidated company's remaining contractual maturities for its non-derivative financial liabilities with agreed repayment periods. The tables were drawn up based on the undiscounted cash flows (including principal and estimated interest) of financial liabilities from the earliest date on which the consolidated company may be required to pay.
189
| December31,2020 Within 6 Months 6 Months ~ 1 Year Above 1 Year Total non-derivative financial liabilities Short-term borrowings $2,201,347 $ 621,829 $ - $2,823,176 Short-term bills payable, net 1,841,000 - - 1,841,000 Notes and trade payable 276,875 395,535 121,260 793,670 Trade payables to related parties 250 - - 250 Other payables 271,147 26,666 - 297,813 Lease liabilities 1,680 1,680 13,122 16,482 Long-term borrowings 399,647 134,093 2,421,820 2,955,560 $4,991,946 $1,179,803 $2,556,202 $8,727,951 Additional information about the maturity analysis for lease liabilities: Less than 1 year 1-5 years 5-10 years Total Lease liabilities $ 3,360 $ 13,122 $ - $ 16,482 December 31, 2019 Within 6 Months 6 Months ~ 1 Year Above 1 Year Total Non-derivative financial liabilities Short-term borrowings $ 2,263,245 $ 283,111 $ - $ 2,546,356 Short-term bills payable, net 2,600,000 - - 2,600,000 Notes and trade payable 351,100 503,762 50,707 905,569 Other payables 264,968 52,210 - 317,178 Lease liabilities 1,560 1,560 16,620 19,740 Long-term borrowings 62,921 125,568 3,239,094 3,427,583 $ 5,543,794 $ 966,211 $ 3,306,421 $ 9,816,426 |
December31,2020 Within 6 Months 6 Months ~ 1 Year Above 1 Year Total non-derivative financial liabilities Short-term borrowings $2,201,347 $ 621,829 $ - $2,823,176 Short-term bills payable, net 1,841,000 - - 1,841,000 Notes and trade payable 276,875 395,535 121,260 793,670 Trade payables to related parties 250 - - 250 Other payables 271,147 26,666 - 297,813 Lease liabilities 1,680 1,680 13,122 16,482 Long-term borrowings 399,647 134,093 2,421,820 2,955,560 $4,991,946 $1,179,803 $2,556,202 $8,727,951 Additional information about the maturity analysis for lease liabilities: Less than 1 year 1-5 years 5-10 years Total Lease liabilities $ 3,360 $ 13,122 $ - $ 16,482 December 31, 2019 Within 6 Months 6 Months ~ 1 Year Above 1 Year Total Non-derivative financial liabilities Short-term borrowings $ 2,263,245 $ 283,111 $ - $ 2,546,356 Short-term bills payable, net 2,600,000 - - 2,600,000 Notes and trade payable 351,100 503,762 50,707 905,569 Other payables 264,968 52,210 - 317,178 Lease liabilities 1,560 1,560 16,620 19,740 Long-term borrowings 62,921 125,568 3,239,094 3,427,583 $ 5,543,794 $ 966,211 $ 3,306,421 $ 9,816,426 |
December31,2020 Within 6 Months 6 Months ~ 1 Year Above 1 Year Total non-derivative financial liabilities Short-term borrowings $2,201,347 $ 621,829 $ - $2,823,176 Short-term bills payable, net 1,841,000 - - 1,841,000 Notes and trade payable 276,875 395,535 121,260 793,670 Trade payables to related parties 250 - - 250 Other payables 271,147 26,666 - 297,813 Lease liabilities 1,680 1,680 13,122 16,482 Long-term borrowings 399,647 134,093 2,421,820 2,955,560 $4,991,946 $1,179,803 $2,556,202 $8,727,951 Additional information about the maturity analysis for lease liabilities: Less than 1 year 1-5 years 5-10 years Total Lease liabilities $ 3,360 $ 13,122 $ - $ 16,482 December 31, 2019 Within 6 Months 6 Months ~ 1 Year Above 1 Year Total Non-derivative financial liabilities Short-term borrowings $ 2,263,245 $ 283,111 $ - $ 2,546,356 Short-term bills payable, net 2,600,000 - - 2,600,000 Notes and trade payable 351,100 503,762 50,707 905,569 Other payables 264,968 52,210 - 317,178 Lease liabilities 1,560 1,560 16,620 19,740 Long-term borrowings 62,921 125,568 3,239,094 3,427,583 $ 5,543,794 $ 966,211 $ 3,306,421 $ 9,816,426 |
December31,2020 Within 6 Months 6 Months ~ 1 Year Above 1 Year Total non-derivative financial liabilities Short-term borrowings $2,201,347 $ 621,829 $ - $2,823,176 Short-term bills payable, net 1,841,000 - - 1,841,000 Notes and trade payable 276,875 395,535 121,260 793,670 Trade payables to related parties 250 - - 250 Other payables 271,147 26,666 - 297,813 Lease liabilities 1,680 1,680 13,122 16,482 Long-term borrowings 399,647 134,093 2,421,820 2,955,560 $4,991,946 $1,179,803 $2,556,202 $8,727,951 Additional information about the maturity analysis for lease liabilities: Less than 1 year 1-5 years 5-10 years Total Lease liabilities $ 3,360 $ 13,122 $ - $ 16,482 December 31, 2019 Within 6 Months 6 Months ~ 1 Year Above 1 Year Total Non-derivative financial liabilities Short-term borrowings $ 2,263,245 $ 283,111 $ - $ 2,546,356 Short-term bills payable, net 2,600,000 - - 2,600,000 Notes and trade payable 351,100 503,762 50,707 905,569 Other payables 264,968 52,210 - 317,178 Lease liabilities 1,560 1,560 16,620 19,740 Long-term borrowings 62,921 125,568 3,239,094 3,427,583 $ 5,543,794 $ 966,211 $ 3,306,421 $ 9,816,426 |
December31,2020 | December31,2020 | December31,2020 | December31,2020 | December31,2020 | December31,2020 | December31,2020 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total | |||||||||||||||
| $2,823,176 1,841,000 793,670 250 297,813 16,482 2,955,560 $8,727,951 |
|||||||||||||||
| $ | $ 16,482 | ||||||||||||||
| Within 6 Months $ 2,263,245 2,600,000 351,100 264,968 1,560 62,921 $ 5,543,794 |
6 Months ~ 1 Year $ 283,111 - 503,762 52,210 1,560 125,568 $ 966,211 |
Above 1 | Total | ||||||||||||
| $ | 2,546,356 2,600,000 905,569 317,178 19,740 3,427,583 9,816,426 |
||||||||||||||
| $ |
| Additional information about the maturity analysis for lease liabilities: Less than 1 year 1-5 years 5-10 years Total Lease liabilities $ 3,120 $ 13,920 $ 2,700 $ 19,740 |
Additional information about the maturity analysis for lease liabilities: Less than 1 year 1-5 years 5-10 years Total Lease liabilities $ 3,120 $ 13,920 $ 2,700 $ 19,740 |
Additional information about the maturity analysis for lease liabilities: Less than 1 year 1-5 years 5-10 years Total Lease liabilities $ 3,120 $ 13,920 $ 2,700 $ 19,740 |
|---|---|---|
| $ 19,740 |
b) Financing facilities
The bank loans are a significant source of liquidity for the consolidated company. As of December 31, 2020 and 2019, the consolidated company's amount of unused bank financing facilities amounted to $2,378,000 and $4,762,700, respectively.
190
28. Related Party Transactions
In preparing the consolidated financial statements, all transactions, account balances, income and expenses between the Company and its subsidiaries (which are the Company's related parties) have been eliminated in full and are not disclosed in this note accordingly. Except for those disclosed in other notes, the material transactions between the Company and other related parties are as follows.
- a. Names and relationships of related parties
| a. | Names and relationships of related parties | |||
|---|---|---|---|---|
| b. | Name of related party Relationship with the Company Advanced Semiconductor Engineering, Inc. and its subsidiaries Investor having significant influence Jason C.S. Chang Investor having significant influence Richard H.P. Chang Investor having significant influence Hooyai Hotel Co. Affiliates Siliconware Electronics (FuJian) Co., Ltd. Sibling company of Advanced Semiconductor Engineering, Inc. Operating revenue Item Category and name of related party For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 Sales Revenue of Building and Land Investor having significant influence Advanced Semiconductor Engineering, Inc. $ - $ 2,326,000 Rental revenue Affiliates Hooyai Hotel Co. $ - $ 8,400 Investor having significant influence Advanced Semiconductor Engineering, Inc. 9,314 11,170 $ 9,314 $ 19,570 Construction revenue Investor having significant influence Advanced Semiconductor Engineering, Inc. $ 621 $ 681 Service revenue Investor having significant influence Advanced Semiconductor Engineering, Inc. and its subsidiaries $ 107,422 $ 71,232 Other related party Siliconware Electronics (FuJian) Co., Ltd. 2,702 8,466 $ 110,124 $ 79,698 |
Relationship with the Company | ||
| $ 2,326,000 $ 8,400 11,170 $ 19,570 $ 681 $ 71,232 8,466 $ 79,698 |
The consolidated company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
The consolidated company has entered into certain lease agreements with investors and associates having significant influence, and the rentals are received monthly or annually with rent terms expired one after another before December 31, 2025.
191
- c. Receivables from related parties (excluding loans to related parties)
| Item Trade receivables from related parties |
Category and name of related party Investor having significant influence Advanced Semiconductor Engineering, Inc. and its subsidiaries Jason C.S. Chang |
December 31, 2020 $ 11,084 522 $ 11,606 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ 11,721 - $ 11,721 |
The consolidated company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
The outstanding balances of payables from related parties is not collateralized. No loss allowance was set aside for receivables from related parties for the years ended December 31, 2020 and 2019.
- d. Contract Asset
Category and name of related
| Category and name of related | ||||
|---|---|---|---|---|
| party | December 31, 2020 | December 31, 2019 | ||
| Investor having significant | ||||
| influence | ||||
| Advanced Semiconductor | ||||
| Engineering, Inc. | $ | - | $ | 3,198 |
No loss allowance was set aside for contract assets generated from related parties for the years ended December 31, 2020 and 2019.
e.
- Payable from related party (excluding borrowings from related parties)
| Item Trade payables to related parties |
Category and name of related party Investor having significant influence Jason C.S. Chang |
December 31, 2020 $ 250 |
December 31, 2019 |
December 31, 2019 |
|---|---|---|---|---|
| $ - |
The Company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
The outstanding balance of payables from related parties is not collateralized.
- f. Endorsements/guarantees
Real estate of subsidiary is provided for the amount of the consolidated company's endorsements/guarantees. Please refer to Appendix 1.
192
- g. Compensation of key management personnel
| Short-term employee benefits expense Post-Retirement Benefits |
For the Year Ended December 31, 2020 $ 56,866 873 $ 57,739 |
For the Year Ended December 31, 2019 |
For the Year Ended December 31, 2019 |
|---|---|---|---|
| $ 47,435 735 $ 48,170 |
The remuneration of directors and other members of key management personnel, as determined by the remuneration committee, was based on the individual performance and market trends.
-
h. Jason C.S. Chang and Richard H.P. Chang both provided notes and real estate as collateral for short-term notes issued by the Company for the years ended December 31, 2020 and 2019.
-
i. In May 2011, the Company entered into the Tucheng land co-construction and split-sales contract with Jason C.S. Chang, whereby Jason C.S. Chang provided the land subject to the Contract, and the Company contributed capital and land for the co-construction of the residential building and shopping mall of Tucheng. Per the contract, the distribution ratio of sales proceeds is 20% for Jason C.S. Chang and 80% for the Company. In November 2018, the Company's Board of Directors approved the lease of the land of Tucheng mall for the portion held by Jason C.S. Chang, and in March 2020, the Company agreed with Jason C.S. Chang and the Board of Directors resolved to grant rent-free until the end of 2020. The lease agreement will be entered with both parties reach agreement in 2021. In addition, in respect of the abovementioned co-construction projects, Jason C.S. Chang provided the Company with his ownership of the co-construction land as collateral of the bank loans for the construction projects.
-
j. The Company acquired the land of major road entrance and exit for the expected co-construction development project from Luchu Development Corporation, a subsidiary of Advanced Semiconductor Engineering, Inc., at a purchase price of $57,522 thousand and the transfer of ownership of the land was completed in November 2017. Per the letter of intent of the co-construction, the distribution ratio of sales proceeds shall be agreed upon after the Company obtains the construction license and after appraisal by both parties, and then an agreement of co-construction and split-sales shall be entered into.
-
k. The Company and Advanced Semiconductor Engineering, Inc. signed a co-development contract pursuant to the spirit of co-construction in June 2020 with agreements that the Company leases the self-constructed plants, of which Advanced Semiconductor Engineering, Inc. and its associates own the right of first refusal upon completion of the construction, and the final transaction price will be the selling price less the distribution ratio of co-construction valued by experts.
29. Pledged Assets
The following assets of the consolidated company, listed by net carrying amount, were provided to banks as collateral for short-term borrowings, short-term bills payable - net, long-term borrowings - current portion, and long-term borrowings.
| Inventories, net Financial assets at FVTOCI - non-current, net Property, plant and equipment, net Investment properties, net |
December 31, 2020 $ 1,999,870 3,524,762 500,989 3,278,632 |
December 31, 2019 |
|---|---|---|
| $ 4,570,944 3,607,136 510,653 3,313,268 |
193
30. Supplementary Disclosures
Relevant Information on a. Significant transactions and b. Invested companies:
-
1) Financing provided to others: None
-
2) Endorsements/guarantees provided for others: Appendix 1
-
3) Marketable securities held at year end (excluding investment in subsidiaries, associates and joint ventures): Appendix 2
-
4) Marketable securities acquired or disposed of at costs or prices at least NT$300 million or 20% or greater of the paid-in capital: None
-
5) Acquisition of real estate at costs of at least NT$300 million or 20% or greater of the paid-in capital: None
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital or more: None
-
7) Total purchases from or sales to related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital: Appendix 3
-
8) Receivables from related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital: Appendix 4
-
9) Trading in derivative instruments: None
-
10) Others: Business relationships, situations, and amounts of significant inter-company transactions: Appendix 5
-
11) Information on investee companies: Appendix 6
-
c. Information on Investments in Mainland China
-
1) Information on any investee in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding percentage, net income of investee, investment gain (loss) recognized in the current period, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Appendix 7
-
2) Significant transactions directly or indirectly through third region with investee companies in mainland China, and their prices, terms of payment, unrealized gain or loss: None
-
a) Purchase amount and percentage, and the ending balance and percentage of the related payables: None
-
b) Sales amount and percentage, and the ending balance and percentage of the related receivables: None
-
c) Property transaction amounts and the resulting gain or loss: None
-
d) Ending balances and the purposes of endorsements/guarantees or collateral provided: None
-
e) The maximum remaining balance, ending balance, range of interest rate and total amount of current interest of financing facilities: None
-
f) Other transactions having a significant impact on profit or loss or financial position for the period, such as provision or receipt of service: None
-
-
d. Information on Major Shareholders: List of all shareholders with ownership of 5 % or greater showing the names and the number of shares and percentage of ownership held by each shareholder. (Appendix 8)
194
31. Segment Information
Information reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance, and the reportable segments of the consolidated company are as follows:
Real estate development - sales of residential and commercial property and plant
Construction - building of residential and commercial property and plant
Lease - lease of investment property
- a. Segment revenue and operation results
| For the Year Ended December 31, 2020 Revenue from external clients Intersegment revenue Segment revenue Intercompany elimination Consolidated revenue Segment income OPERATING EXPENSES NON-OPERATING INCOME AND EXPENSES Net income before tax from continuing operations For the Year Ended December 31, 2019 Revenue from external clients Intersegment revenue Segment revenue Intercompany elimination Consolidated revenue Segment income OPERATING EXPENSES NON-OPERATING INCOME AND EXPENSES Net income before tax from continuing operations |
Real estate developmen t $3,164,448 - $3,164,448 $1,015,202 $6,127,832 - $6,127,832 $1,492,878 |
Constructio n $ 621 1,089,722 $1,090,343 $ 621 $ 681 1,246,636 $1,247,317 $ - |
Lease $ 144,612 1,800 $ 146,412 $ 28,254 $ 144,104 1,804 $ 145,908 $ 28,201 |
Other $ 162,249 48,294 $ 210,543 $ 33,305 $ 145,407 28,713 $ 174,120 $ 54,845 |
Total | |||
|---|---|---|---|---|---|---|---|---|
| $3,471,930 1,139,816 4,611,746 (1,139,816) 3,471,930 1,077,382 ( 669,349 ) ( 11,538) $ 396,495 $6,418,024 1,277,153 7,695,177 (1,277,153) 6,418,024 1,575,924 ( 693,141 ) ( 18,849) $ 863,934 |
195
The transaction conditions of intersegment revenue are decided by the two parties through negotiation.
Segment profit represents the profits made by each segment, excluding the general and administrative costs of headquarters and remuneration of directors that shall be amortized, share of profit of associates accounted for using equity method, dividend revenue, interest income, foreign exchange gain (loss), gain (loss) on valuation of financial products, finance costs, and income tax expenses. Such measurement amounts are provided to the chief business decision makers to allocate resources to segments and to evaluate their performance.
b. Major products and service revenue
The analysis of major products and service revenue of the Company's consolidated continuing operation is as follows:
| ontinuing operation is as follows: | |||
|---|---|---|---|
| Real estate development Construction Lease Other |
For the Year Ended December 31, 2020 $ 3,164,448 621 144,612 162,249 $ 3,471,930 |
For the Year Ended December 31, 2019 |
|
| $ 6,127,832 681 144,104 145,407 $ 6,418,024 |
c. Information on classification by area
The Company mainly operates in two geographical areas, Taiwan and China.
Information on the Company's revenues of continuing operations from external clients classified by the location of the business operation and the non-current assets classified by location of the asset are as follows:
| ocation of the asset are | as follows: | as follows: | |||
|---|---|---|---|---|---|
Taiwan China |
Revenue from external clients For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 $ 3,361,292 $ 6,336,726 110,638 81,298 $ 3,471,930 $ 6,418,024 |
NON-CURRENT ASSETS | |||
| For the Year Ended December 31, 2020 $ 3,361,292 110,638 $ 3,471,930 |
December 31, 2020 $ 4,390,119 9,611 $ 4,399,730 |
December 31, 2019 |
|||
| $ 4,547,601 9,496 $ 4,557,097 |
Non-current assets include Financial assets at FVTOCI - non-current - net and deferred tax assets
d. List of major clients
Among the sales revenue of real estate development amounted to $3,164,448 thousand and $6,127,832 thousand for the years ended December 31, 2020 and 2019, respectively, $0 thousand and $2,326,000 thousand were derived from the Group's largest customer, respectively.
196
APPENDIX 1
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Endorsements/Guarantees Provided for Others January 1 to December 31, 2020 Unit: In Thousands of New Taiwan Dollars
| Code | Company Name of Endorsements/guarantees Provider |
Parties Being Endorsed/guaranteed | Parties Being Endorsed/guaranteed | Limits on Endorsement/ Guarantee Provided for a Single Entity (Note 1) |
Maximum Amount Endorsed/ Guaranteed in the current period |
Outstanding Balance of Endorsement/ Guarantee - Ending |
Actual Amount Used |
Amount of Endorsed/ Guaranteed Secured with Collateral (Note 2) |
Ratio of Accumulated Endorsement/ Guarantee to Net Equity in Latest Financial Statements (%) |
Maximum Limit on Endorsement/ Guarantee Limit (Note 1) |
Endorsement/ Guarantee Provided by Parent on Behalf of Subsidiaries |
Endorsement/ Guarantee Provided by Subsidiaries on Behalf of Parent |
Endorsement/ Guarantee Provided on Behalf of Companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company Name | Relationship | ||||||||||||
| 1 | Hung Ching Kwan | The Company | Subsidiary of the Company | $ 1,483,452 | $ 1,000,000 | $ 1,000,000 | $ 200,000 | $ 1,000,000 | 101.12% | $ 1,483,452 | N | Y | N |
Note 1. It was calculated based on 150% of the net value of shareholders' equity of Hung Ching Kwan's financial statements audited by the certified public accountant as of December 31, 2020. Note 2. Real estate provided by Hung Ching Kwan as collateral
197
APPENDIX 2
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Marketable Securities Held at Year End December 31, 2020
Unit: In Thousands of New Taiwan Dollars or Foreign Currency
| Name of Holding Company | Type and Name of Marketable Security |
Relationship with the Issuer of Marketable Security |
Account Title | Year end | Note | |||
|---|---|---|---|---|---|---|---|---|
| Shares (In Thousand Shares)/ Number of Shares/ Unit |
Carrying amount |
Shareholding Percentage % |
Fair value | |||||
| The Company Hung Ching New |
Stock ASE Industrial Holding Co., Ltd. Other-Limited liability partnership Ripley Cable Holdings I, L.P. Stock Hung Ching Development & Construction Co., Ltd. Fund Yuanta Polaris Wan Tai Fund TCB US Short Duration High Yield Bond Fund |
Major shareholder of the Company - Parent Company - - |
Financial assets at FVTOCI - non-current, net Financial assets at FVTOCI - non-current, net Financial assets at FVTOCI - non-current, net Financial assets at FVTPL - current Financial assets at FVTPL - current |
44,131 - 8,548 927 300 |
$ 3,587,830 - 164,116 14,142 2,969 |
1.0 4.1 3.2 - - |
$ 3,587,830 - 164,116 14,142 2,969 |
Notes 1 and 2 Note 3 Note 2 Note 4 Note 4 |
Note 1. Of which 43,355 thousand shares (net carrying amount of $3,524,762 thousand) were provided to financial institutions as financial guarantees.
Note 2. Market price was calculated based on the closing price as of December 31, 2020.
Note 3. Investment in foreign limited liability partnership; Fair value is estimated based on future cash flows of expected disposal proceeds less costs of disposal. Note 4. Market price was calculated based on the net value as of the last transaction date in December, 2020.
198
APPENDIX 3
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Total purchases from or sales to related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital January 1 to December 31, 2020 Unit: In Thousands of New Taiwan Dollars
| Buyer/Seller | Counterparty | Relationship | Transacti | on Details | Terms and Reasons of | Abnormal Transaction | Notes/Trade Recei | vable (Payable) | Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sales | Amount | % to Total Purchases or Sales |
Payment Terms |
Unit Price | Payment Terms | Balance | % to Total Notes/Trade Receivable (Payable) |
||||
| The Company Fuhua engineering |
Fuhua engineering The Company |
Subsidiary Parent Company |
Purchase Sales |
$ 864,851 ( 1,089,722 ) |
93.86% ( 99.94% ) |
In comply with the terms of contracts In comply with the terms of contracts |
$ - - |
- - |
( $ 962,493 ) 962,493 |
93.02% 100.00% |
Notes 1 and 2 Notes 1 and 2 |
Note 1. Payment for construction
Note 2. The difference between the purchases and sales of Fuhua engineering and the Company was due to the recognition of related revenue and cost by Fuhua engineering under the percentage of completion method. Note 3. Wholly eliminated when preparing consolidated financial statements.
199
APPENDIX 4
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Receivables from related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital December 31, 2020 Unit: In Thousands of New Taiwan Dollars
| Company recording receivables | Counterparty | Relationship | Balance of receivables from related parties |
Turnover rate | Overdue balance of receivables from related parties | Overdue balance of receivables from related parties | Amount received of receivables from related parties after the balance sheet date |
Allowance for Bad Debts |
|---|---|---|---|---|---|---|---|---|
| Amount | Action taken | |||||||
| Fuhua engineering | The Company | Parent Company | $ 962,493 | Note 1 | $ - | - | $ 390,843 | $ - |
Note 1. In comply with the collection term of the contract. Not applicable.
Note 2. Wholly eliminated when preparing consolidated financial statements.
200
APPENDIX 5
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Business Relationships, Situations, and Amounts of Significant Inter-company Transactions January 1 to December 31, 2020 Unit: In Thousands of New Taiwan Dollars
| Code (Note 1) |
Name of Trader | Counterparty of Trade | Relationship with Trader (Note 2) | Transaction Details (Notes 3 and 5) | Transaction Details (Notes 3 and 5) | ||
|---|---|---|---|---|---|---|---|
| Account | Amount | Terms and Conditions | Percentage of total consolidated revenue or total consolidated assets (%) |
||||
| 0 0 0 0 1 1 1 1 2 3 4 |
Hung Ching Development & Construction Co., Ltd. Hung Ching Development & Construction Co., Ltd. Hung Ching Development & Construction Co., Ltd. Hung Ching Development & Construction Co., Ltd. Fuhua engineering Fuhua engineering Fuhua engineering Fuhua engineering ASE WeMall M&C Co. Shanghai Hong Rong Logistics Management Co., Ltd. Shanghai You ChangLogisticsManagement Co.,Ltd. |
Fuhua engineering Fuhua engineering Fuhua engineering ASE WeMall M&C Co. Hung Ching Development & Construction Co., Ltd. Hung Ching Development & Construction Co., Ltd. Hung Ching Development & Construction Co., Ltd. Hung Ching Development & Construction Co., Ltd. Hung Ching Development & Construction Co., Ltd. Shanghai You Chang Logistics Management Co., Ltd. Shanghai HongRongLogisticsManagement Co.,Ltd. |
1 1 1 1 2 2 2 2 2 3 3 |
Trade payables to related parties Inventories, net Cost of building and land for sale OPERATING EXPENSES Trade receivables from related parties Construction revenue Construction costs Inventories, net Service revenue Service revenue Service costs |
$ 962,493 61,590 68,193 23,757 962,493 1,089,722 1,005,345 77,774 23,757 16,582 16,582 |
Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note 4 Note4 |
5.64 0.36 1.96 0.68 5.64 31.33 28.90 0.46 0.68 0.48 0.48 |
Note 1. Information on business transactions between the parent and subsidiaries shall be indicated in the code column as follows:
-
Parent company is "0."
-
The subsidiaries are numbered in order starting from "1." Note 2. Trader's relationship with the following three categories (just mark the category number):
-
The parent to subsidiary.
-
Subsidiary to the parent.
-
Between subsidiaries.
Note 3. On whether to calculate the percentage of transaction amount to the consolidated total revenue or total assets, the percentage of transaction amount to the year-end balance of the consolidated total assets shall be calculated if a transaction belongs to the assets and liabilities account, whereas the percentage of accumulated transaction amount for the year to the consolidated total revenue shall be calculated if a transaction belongs to the profit and loss account.
Note 4. The Company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
Note 5. Transaction amounted to more than $5,000 thousand.
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APPENDIX 6
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Information on Investee Companies, Location, .. etc. January 1 to December 31, 2020 Unit: In Thousands of New Taiwan Dollars or Foreign Currency
| Name of Investor Company |
Investee company | Location | Main businesses | Initial invest | ment amount | Held at yearend | Investee company's income in the current period |
Investment gain (loss) recognized in the currentperiod(Note 1) |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|
| End of the Current Period |
End of the Previous Period |
Number of Shares (In Thousand Shares) |
Ratio % | Carrying amount | |||||||
| The Company | Hung Ching Kwan Fuhua engineering Hung Ching New ASE WeMall M&C Co. Hung Ching Co., Ltd. Superb First Co., Ltd. Hooyai HotelCo. |
Taipei City Taipei City Taipei City Taipei City Hong Kong Seychelles Hsinchu City |
Leasing of mall and office building Contractor of construction projects Retailer of household equipment and supplies Management consulting business General investment General investment General hotels andrestaurants |
$ 907,441 539,077 179,996 5,000 8,540 (HK$2,325) 17,088 (US$600) 14,672 |
$ 907,441 539,077 179,996 5,000 8,540 (HK$2,325) 17,088 (US$600) 14,672 |
82,495 65,000 46,300 500 1,099 600 828 |
63.5 100.0 100.0 100.0 100.0 100.0 46.0 |
$ 627,600 509,171 51,281 4,620 71,700 (HK$19,521) 30,971 (US$1,087) - |
( $ 47,666 ) 49,470 10,939 1,063 ( 1,625 ) (HK$-427) 10,818 (US$366) ( 8,559 ) |
( $ 30,249 ) 34,779 ( 4,447 ) 1,063 ( 1,625 ) (HK$-427) 10,818 (US$366) - |
Note 2 Note 3 Note4 |
Note 1. It was calculated based on the financial statements of investees companies audited by the certified public accountant for the same period.
Note 2. The investment gains recognized in the current period included unrealized gains of $84,377 thousand and realized gains of $69,686 thousand of upstream transactions.
-
Note 3. The investment gains and losses recognized in the current period include the Company's cash dividends received by subsidiary amounted to $15,386 thousand.
-
Note 4. The consolidated company has discontinued the recognition of losses as the associate had negative equity as of December 31, 2019.
Note 5. Except for the profit or loss in the current period and investment gain or loss recognized in the current period of the investee companies were based on the average exchange rate for the year ended December 31, 2020 of HKD$1=NT$3.809, US$1=NT$29.549 and RMB$1=NT$4.282, the amounts shown in this table are translated into NTD at the exchange rates by the end of December of HKD$1=NT$3.673, US$1=NT$28.480 and RMB$1=NT$4.377.
Note 6. Please refer to Appendix 7 for information on investments in Mainland China
Note 7. Wholly eliminated when preparing consolidated financial statements.
202
APPENDIX 7
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Information on Investments in Mainland China January 1 to December 31, 2020
Unit: In Thousands of New Taiwan Dollars or Foreign Currency, Unless Otherwise Specified
| Investee Companies in Mainland |
Main businesses |
Paid-in Capital | Paid-in Capital | Method of Investment |
Accumulated Outward Remittance for Investment from Taiwan - Beginning of the Period |
Outward/Inward Rem current |
Outward/Inward Rem current |
ittance of Funds in the period |
Accumulated Outward Remittance for Investment from Taiwan - End of the Period |
Investee company's income in the current period |
Shareholding Percentage of Direct or Indirect Investment |
Investment Gain (Loss) Recognized in the current period (Note 4) |
Carrying Amount of Investment - End of the Period |
Accumulated Repatriation of Investment Income by the End of the Current Period |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Outward |
Inward | ||||||||||||||
| Shanghai Youhong Engineering Technical Consulting Co., Ltd. Shanghai Hong Rong Property Management Co., Ltd. Shanghai You Chang Property Management Co., Ltd. |
Technical consulting services of electronic engineering and architectural engineering Consulting services of property management and construction and technical consulting services of architectural engineering Consulting services of property management and construction and technical consulting services of architectural engineering |
$ 8,540 (HK$2,325) 2,189 (RMB$500) 17,088 (US$600) |
Note 1 Note 2 Note 3 |
$ 8,540 (HK$2,325) - 17,088 (US$600) |
$ - - - |
$ - - - |
$ 8,540 (HK$2,325) - 17,088 (US$600) |
( $ 1,625 ) (HK$-427) 2,217 (RMB$518) 10,818 (US$366) |
100.00% 100.00% 100.00% |
( $ 1,625 ) (HK$-427) 2,217 (RMB$518) 10,818 (US$366) |
$ 71,700 (HK$19,521) 26,837 (RMB$6,131) 30,971 (US$1,087) |
$ - - - |
|||
| Accumulated Outwar from Taiwan to Mainl |
d Remittance for Invest and China - End of the |
ment Period |
Investment A | mounts Authorized by the Investmen Commission, MOEA |
t | Upper Limit on Investme |
Investment on the Company's nts in Mainland China |
||||||||
| $ 66,045 (US$2,319) |
$ 67,469 (US$2,369) |
$4,982,341 (Note 5) |
Note 1. Shanghai Youhong Engineering Technical Consulting Co., Ltd. was invested through the investee company, Hung Ching Co., Ltd.
-
Note 2. It was invested by Shanghai Youhong Engineering Technical Consulting Co., Ltd. with its own capital, and the Company did not remit the funds separately.
-
Note 3. Shanghai You Chang Property Management Co., Ltd. was invested through the investee company, Superb First Co., Ltd.
-
Note 4. Investment income in the current period was calculated based on the financial statements audited by the certified public accountant for the same period.
-
Note 5. In accordance with the "Principles for Review of Investment or Technical Cooperation in the Mainland China" of the Investment Commission, it regulates the higher of 60% of the Company's net value or consolidated net value.
Note 6. Except for the profit or loss in the current period and investment gain or loss recognized in the current period of the investee companies were based on the average exchange rate for the year ended December 31, 2020 of HKD$1=NT$3.809, US$1=NT$29.549 and RMB$1=NT$4.282, the amounts shown in this table are translated into NTD at the exchange rates by the end of December of HKD$1=NT$3.673, US$1=NT$28.480 and RMB$1=NT$4.377.
Note 7. Wholly eliminated when preparing consolidated financial statements.
203
APPENDIX 8
Hung Ching Development & Construction Co., Ltd. and Subsidiaries
Information on Major Shareholders December 31, 2020
| Major Shareholder's name | Shares | Shares |
|---|---|---|
| Number of Shares held | Shareholding Percentage (%) |
|
| Advanced Semiconductor Engineering, Inc. Morgan Stanley & Co. International Plc, Value Investing Company with HSBC as custodian Brilliant Capital Profits Limited with HSBC as custodian |
68,629,782 44,200,805 22,433,200 |
25.38 16.35 8.29 |
Note 1. Information on major shareholders in this table is provided by Taiwan Depository & Clearing Corporation according to information on shareholders holding at least 5% or greater of ordinary shares and preferred shares (including treasury shares) that have been issued and delivered without physical registration by the Company on the last business day at the end of the current quarter. Share capital indicated in the Company's consolidated financial statements may differ from the actual number of shares that have been issued and delivered without physical registration as a result of different basis of preparation.
- Note 2. If a shareholder delivers its shareholding information to the trust, the aforesaid information shall be disclosed by the individual trustee who opened the trust account. For a shareholder who declares its shareholdings as an insider holding more than 10% of shares in accordance with the Securities and Exchange Act, such shareholding information shall include shares held by the shareholder and those delivered to the trust over which the shareholder has the right to determine the use of trust property. For information on declaration of shareholdings by insiders, please visit the Market Observation Post System.
204
- VI. Financial Difficulties Occurred to the Company and its Affiliated Enterprises in the Most Recent Year and as of the Date of Publication of Annual Report: None.
Chapter 7. Financial Position and Operation Results of the Company
I. Review and Analysis of Financial Position (Consolidated)
| Unit: NT$ thousand | Unit: NT$ thousand | |||
|---|---|---|---|---|
| Year Item |
2020 | 2019 | Difference | |
| Amount | % | |||
| Current assets | 9,007,884 | 9,690,569 | (682,685) |
(7) |
| Non-current assets | 8,049,998 | 8,297,031 | (247,033) |
(3) |
| Total assets | 17,057,882 | 17,987,600 | (929,718) |
(5) |
| Current liabilities | 6,696,025 | 6,755,233 | (59,208) |
(1) |
| Non-current liabilities | 2,057,955 | 2,752,402 | (694,447) |
(25) |
| Total liabilities | 8,753,980 | 9,507,635 | (753,655) |
(8) |
| Share capital | 2,703,060 | 2,703,060 | 0 |
0 |
| Capital Surplus | 312,561 | 297,175 | 15,386 |
5 |
| Retained earnings (accumulated losses) |
2,807,588 | 2,902,986 | (95,398) |
(3) |
| Other equity | 2,575,136 | 2,653,770 | (78,634) |
(3) |
| Treasurystock | (455,812) | (455,812) | 0 | 0 |
| Non-controllinginterests | 361,369 | 378,786 | (17,417) |
(5) |
| Total shareholders equity | 8,303,902 | 8,479,965 | (176,063) |
(2) |
| Analysis of increase or decrease in percentage: Decrease in non-current liabilities is mainly caused by decrease in long-term loans. |
205
II. Review and Analysis of Financial Performance
(I) Financial Performance (Consolidated)
| Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | Unit: NT$thousand | ||||
|---|---|---|---|---|---|---|---|
| Year Item |
2020 | 2019 | Increased (Decreased) Amount |
Percentage of Change (%) |
Analysis of Change |
||
| Operating revenue Operating costs Gross profit (loss) Operating expenses Other profits and losses, net Operating profit (loss) Non-operating income and profit Non-operating expenses and losses Income (Loss) before tax Income tax expense Net income(loss) |
3,471,930 2,394,548 1,077,382 669,349 0 |
6,418,024 4,842,100 1,575,924 693,141 0 |
(2,946,094) (2,447,552) (498,542) (23,792) 0 (474,750) (14,019) (21,330) (467,439) (116,033) (351,406) |
(46) (51) (32) (3) 0 (54) (12) (16) (54) (84) (48) |
1 1 1 1 1 1 1 |
||
| 408,033 104,353 115,891 |
882,783 118,372 137,221 863,934 138,792 725,142 |
||||||
396,495 22,759 373,736 |
|||||||
| Analysis of increase or decrease in percentage: 1. Decreases in operating revenue, operating costs, gross profit, operating profit, income before tax, income tax expenses, and net income are mostly attributable to the fact that there were no completion or sales of majorconstructionprojectsin 2020. |
(II) Analysis of Changes in Operating Gross Profit
Increase in gross margin in 2020 comparing with that in 2019 is mostly attributable to the decrease in the amount of net sales, as there were no completion or sales of major construction projects in 2020.
III. Review and Analysis of Cash Flow
- (I) Cash Flow Analysis of the Most Recent Fiscal Year
| Unit: NT$thousand | Unit: NT$thousand | ||||
|---|---|---|---|---|---|
| Balance of Cash at Beginning of thePeriod |
Amount of Cash Outflow within the Year |
Amount of Cash Inflow within the Year |
Amount of Cash Surplus (Deficit) |
RemedyforCash Deficit | |
| Investment Plans |
Financial Plans | ||||
| 270,065 | 1,289,293 | 1,592,757 | 573,529 | - | - |
| 1. Analysis of changes in cash flows: (1) Operating activities: Inflow of NT$1,473,372. (2) Investing activities: Inflow of NT$117,781 thousand. (3) Financing activities: Outflow of NT$1,289,293 thousand. (4) Effect of exchange rate changes on cash and cash equivalents: Inflow of NT$1,604. 2. Remedy for cash deficit and liquidity analysis: Remedyforcashdeficit ismainly borrowingsfrom financial institutions. |
206
(II) Cash Liquidity Analysis for the Upcoming Year
| Unit: NT$ thousand | Unit: NT$ thousand | ||||
|---|---|---|---|---|---|
| Balance of Cash at Beginning of the Year |
Expected Amount of Cash Outflow within the Year |
Expected Amount of Cash Inflow within the Year |
Expected Amount of Cash Surplus (Deficit) |
ExpectedRemedyforCash Deficit | |
Investment Plans |
Financial Plans | ||||
| 573,529 | 3,341,528 | 3,238,946 | 470,947 | - | - |
-
IV. Effect upon Financial Operations of any Major Capital Expenditures during the Most Recent Fiscal Year: The Company does not have major capital expenditures during the most recent fiscal year.
-
V. Investment Policy for the Most Recent Year, Main Causes for the Profits or Losses, Improvement Plans and Investment Plans for the Coming Year:
-
The reinvestment policy of the Company in the most recent fiscal year is mainly to increase the Company’s profit and expand the its diversified operations. All of our investment projects were implemented after careful evaluation.
-
The investment profits of the investee company recognized in 2020 was NT$10,339 thousand, mainly due to the recognized investment income of NT$34,779 thousand from Fuhua Engineering Co., Ltd., NT$1,063 thousand from ASE WeMall Management and Consulting Co., Ltd., NT$10,818 thousand from Superb First Co., Ltd., as well as investment losses of NT$30,249 thousand from Hung Ching Kwan Co., Ltd., NT$4,447 thousand from Hung Ching New Co., Ltd., and NT$1,625 thousand from Hung Ching Co., Limited.
-
There are no major investment plans for the coming year.
VI. Risk Management Analysis and Evaluation
-
(I) Effect on the Profit (Loss) of Interest and Exchange Rate Fluctuations and Changes in the Inflation Rate, and Response Measures to Be Taken in the Future:
-
The Company has not yet engaged in import and export trade, so the change in exchange rate has insignificant impact on the profit or loss of the Company. As the consolidated company is rarely engaged in foreign currency transactions, exposure to exchange rate risk for fluctuations in market exchange rates is minimal.
-
The Company’s interest rate risk arises from short-term loans, bonds payable, and long-term loans in 2020. A 1% increase in market interest rate will decrease the Company’s consolidated net profit by NT$47,644 thousand.
-
The impact of inflation on the Company is not significant, but the impact of rising prices of gravel, concrete, and steel bars is significant. However, the Company tend to
207
have long and solid business relationship with its contractors, and the range of price increase is likely to be lower than the increased price in the market.
-
(II) Policy regarding High-risk Investments, Highly Leveraged Investments, Loans to Other Parties, Endorsements/Guarantees, and Derivatives Transactions, Main Reasons for the Profit (Loss) Generated Thereby, and Response Measures to Be Taken in the Future
-
The Company does not engage in high-risk or highly leveraged investments, nor does it engage in the transaction of derivatives.
-
The Company has established Regulations Governing Loaning of Funds to Others, but up until now the Company has never lent funds to others.
-
The Company does not have any endorsement or guarantee to other parties other than the bank guarantee to the Company's affiliates. Therefore, the risk is not high.
-
(III) Future R&D Plans and Expected R&D Spending: None.
-
(IV) Impact on the Company's Financial Operations and Contingency Action Regarding Recent Changes in Domestic and International Policies and Regulations:
The Company has consulted with relevant legal or accounting professionals about important policy and regulation changes domestically and internationally, and has taken appropriate measures to comply with the requirements of the relevant laws and regulations. Therefore, it should not have a significant impact on the Company's financial position and operation.
- (V) Effect on the Financial Operations of Developments in Science and Technology and Industrial Change, and Measures to Be Taken in Response:
The Company is principally engaged in the entrusted construction, sales, and leasing of residential buildings and plant office buildings, as technological changes have no obvious relevance to the real estate industry. As of the date of publication of the annual report, technological changes and industrial changes have no significant impact on the Company's financial position and operation.
-
(VI) Effect of Changes in Corporate Image on Corporate Crisis Management and Corresponding Measures: The Company upholds the philosophy of integrity, responsibility, and law-abiding, and implements corporate governance and social responsibility. Since the Company became a listed company on March 6, 1995, its image in the industry has always been good.
-
(VII) Expected Benefits and Possible Risks of Merger and Acquisition, and Countermeasures: The Company currently does not have any merger and acquisition plans.
-
(VIII) Expected Benefits and Possible Risks Associated with Any Plant Expansion, and Measures to Be Taken in Response: The company has no need to expand the factory.
-
(IX) Risks Associated with Any Consolidation of Sales or Purchasing Operations, and Measures to Be Taken in Response: None.
208
-
(X) Effect upon and Risk to the Company in the Event a Substantial Quantity of Shares Belonging to a Director or Shareholder Holding More than a 10% of the Shares of the Company Has Been Transferred or Has Otherwise Changed hands, and Mitigation Measures Being or to Be Taken: The Directors of the Company and major shareholders holding more than 10% of the shares have always been supportive of the Company, and there was no substantial quantity of shares being transferred in 2020.
-
(XI) Effects of, Risks Relating to and Response to the Changes in Management Rights: The Company’s equity structure is stable for a long time, and is managed steadily by professional managers, and there is no risk of change in management rights.
(XII) Litigation and Non-litigation Matters
-
Litigation between the Company and its customers: None.
-
Major litigation or non-litigation cases involving the Company's Directors, General Manager, or major shareholders holding more than 10% of the Company's shares, or subordinate companies: None.
(XIII) Other Major Risks and Response Measures:
Description of information security risk assessment and analysis: The Company has established a dedicated information unit responsible for the implementation and security maintenance of applications, operating systems and network systems, and has established the control procedures for the inspection of information and telecommunication security in order to implement information and telecommunication security inspection and ensure the safety of using information technology within the Company. In 2020, the Company is not aware of any significant network attacks or data leaking incidents, and the Company has not been involved in any relevant legal cases or regulatory investigation.
VII. Other Important Matters: None.
209
Chapter 8. Special Disclosure
I. Information Related to the Company's Affiliates
- (I) Relationship Overview between the Subordinate Companies and the Controlling Company
| Name of Controlling Company |
Reasons for Controlling |
Shareholding and Pledges of the Company |
Shareholding and Pledges of the Company |
Controlling | Personnel of Controlling Company Serving as Directors, Supervisors, or Managerial Officers |
Personnel of Controlling Company Serving as Directors, Supervisors, or Managerial Officers |
|---|---|---|---|---|---|---|
Number of Shares Held |
Percentage of Shareholding |
Number of Shares Pledged |
Title | Name | ||
| Advanced Semiconductor Engineering, Inc. |
Substantive control of business |
68,629,782 |
25.39% | 0 | Director (Representative) Director (Representative) |
Yuan-Yi Tseng Ching-Chou Su |
-
Description of transactions: None.
-
(1) Transaction of purchase and sales of goods: None.
-
(2) Property transaction: None.
-
(3) Financing condition: None.
-
(4) Lease of assets: The Company's assets leased to Advanced Semiconductor Engineering, Inc. are:
-
1) For the sewage treatment plant on Sec. 1, Zhonghua Road, Zhongli District, Taoyuan City, both parties agree that the rent is NT$350,000 per month, inclusive of tax.
-
2) For the real estate property of Gaolinge, located on Ziyun Street, Taipei City, both parties agree that the rent is NT$360,000 per month, inclusive of tax.
-
-
(5) Other material transactions: None.
-
Endorsements and guarantees: None.
210
(II) Consolidated Business Report of the Affiliates
-
Overview of the Affiliates
-
(1) Organizational chart of the affiliates
Hung Ching Development & Construction Co., Ltd.
==> picture [511 x 455] intentionally omitted <==
----- Start of picture text -----
3.16%
100% 63.5% 100% 100% 100% 100%
100%
100%
Shanghai You Chang Property Management Ltd. Co.
Shanghai Youhong Engineering Technical Consulting Co., Ltd.
100%
Shanghai Hong Rong Property Management Ltd. Co.
Fuhua Engineering Co., Ltd. Hung Ching Kwan Co., Ltd. Superb First Co., Ltd. Hung Ching New Co., Ltd. ASE WeMall Management and Consulting Co., Ltd. Hung Ching Co., Limited
----- End of picture text -----
211
(2) Basic information of the Company's affiliates:
2021.04.30
| 2021.04.30 | ||||
|---|---|---|---|---|
| Name of Affiliate | Date of Incorporation |
Address |
Paid-in Capital | Main Businesses |
| Fuhua Engineering Co., Ltd. |
1967.05.05 | 10F, No. 420, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City |
NT$650,000 thousand |
Contractor of construction projects |
| Hung Ching Kwan Co., Ltd. |
1992.06.09 | 10F, No. 420, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City |
NT$1,300,000 thousand |
Leasing of remaining booths owned by the company and office buildings |
| Hung Ching New Co., Ltd. |
1997.11.14 | 10F, No. 420, Sec. 1, Keelung Rd., Xinyi Dist., Taipei City |
NT$463,000 thousand |
Wholesale and retailing of daily necessities ; management consulting |
| Hung Ching Co, Limited |
2007.12.11 | Sino Centre, Room 1702, 582-592 Nathan Road, Mong Kok, Kowloon,HongKong |
HK$1,099 thousand |
General investment |
| Shanghai Youhong Engineering Technical Consulting Co., Ltd. |
2008.12.11 | Room 1201, No. 2, Alley 2288, Zu Chongzhi Road, Zhangjiang Hi-Tech Park, Shanghai |
US$300 thousand |
Technical consulting services of electronic engineering and architectural engineering |
| Shanghai Hong Rong Property Management Ltd. Co. |
2013.06.04 | Room 1202, No. 2, Alley 2288, Zu Chongzhi Road, Zhangjiang Hi-Tech Park, Shanghai |
RMB$500 thousand |
Consulting services of property management and construction and technical consulting services of architectural engineering |
| ASE WeMall Management and Consulting Co., Ltd. |
2018.04.23 | (1F), No. 210, Sec. 2, Xuefu Rd., Tucheng Dist., New Taipei City |
NT$5,000 thousand |
Management consulting and operation of department store and parkinglot |
| Superb First Co., Ltd. | 2018.11.23 | 4, Franky Building Providence Industrial Estate, Mahe, SeychellesMaheSeychelles |
US$600 thousand |
General investment |
| Shanghai You Chang Property Management Ltd. Co. |
2019.03.14 | Room 1119, No. 2, Alley 2288, Zu Chongzhi Road, Zhangjiang Hi-Tech Park, Shanghai |
US$600 thousand |
Property management and construction and technical consulting services of architectural engineering |
(3) Information on common shareholders of presumptive controlled and subordinate companies: Not applicable.
212
-
(4) Industries covered by the business operation of the affiliates and their division of labor:
-
1) Hung Ching New Co., Ltd. mainly engages in wholesale and retailing of daily necessities and management consulting.
-
2) Fuhua Engineering Co., Ltd. mainly engages in the design and construction of civil engineering related to construction works and trading and marketing of relevant construction materials.
-
3) Hung Ching Kwan Co., Ltd. mainly engages in the leasing of office buildings and remaining booths owned by the company, as well as retailing of goods.
-
4) Hung Ching Co, Limited mainly engages in general investment.
-
5) Shanghai Youhong Engineering Technical Consulting Co., Ltd. mainly engages in technology consulting in electronic engineering and in construction engineering.
-
6) Shanghai Hong Rong Property Management Ltd. Co. mainly engages in consulting services of property management and construction and technical consulting services of architectural engineering
-
7) ASE WeMall Management and Consulting Co., Ltd. mainly engages in the management consulting and operation of department store and parking lot.
-
8) Superb First Co., Ltd. mainly engages in general investment.
-
9) Shanghai You Chang Property Management Ltd. Co. mainly engages in property management and construction and technical consulting services of architectural engineering.
Division of labor
Currently, Fuhua Engineering Co., Ltd. engages in division of labor with the Company, as its operation is related to the business of the Company. All other affiliates do not engage in division of labor with the Company.
| Company Name | Division of labor with Hung Ching Development & Construction Co., Ltd. |
|---|---|
| Fuhua Engineering Co., Ltd. | Accepting the entrust of Hung Ching Development & Construction Co., Ltd. to beincharge ofthe constructionof residentialorplant office buildings. |
213
(5) Directors, Supervisors, and General Manager of the affiliates:
2021.04.30
| 2021.04.30 | 2021.04.30 | |||
|---|---|---|---|---|
| Name of Affiliate | Title | Name or Representative | Shareholding | |
| Number of Shares (share) |
Shareholding Ratio (%) |
|||
| Hung Ching Development & Construction Co., Ltd. |
Chairman Director and General Manager Director Director Director Director Independent Director Independent Director Independent Director |
Wen-Hsiang Chien Chia-Pei Chou Advanced Semiconductor Engineering, Inc. Representative: Yuan-Yi Tseng Ching-Chou Su Tu-Tsun Wang Fang-Ying Chen Chien-Hua Yao Wei-Li Tso Hung-Lung Hung Chun-Chin Tu |
27,782 67,723 68,629,782 17,242 5,923 2,000 20,000 2,768 206 - - |
0.01 0.03 25.39 0.01 0.02 - 0.01 - - - - |
| Hung Ching New Co., Ltd. |
Chairman Director Supervisor |
Hung Ching Development & Construction Co., Ltd. Representative: Yuan-Yi Tseng Hung Ching Development & Construction Co., Ltd. Representative: Tu-Tsun Wang Wen-Hsiang Chien Hung Ching Development & Construction Co., Ltd. Representative: Chia-Pei Chou |
46,300,000 - 46,300,000 - - 46,300,000 - |
100.00 - 100.00 - - 100.00 - |
| Fuhua Engineering Co., Ltd. |
Chairman Director Director and General Manager Supervisor |
Hung Ching Development & Construction Co., Ltd. Representative: Wen-Hsiang Chien Hung Ching Development & Construction Co., Ltd. Representative: Chia-Pei Chou Yuan-Yi Tseng Chia-Wei Chou Shun-Wan Pan Fang-Ying Chen Chao-Hsiang Huang Hung Ching Development & Construction Co., Ltd. Representative: Hsiao-Wei Yao |
65,000,000 - 65,000,000 - - - - - - 65,000,000 - |
100.00 - 100.00 - - - - - - 100.00 - |
| Hung Ching Kwan Co., Ltd. |
Chairman Director Director and General Manager Supervisor |
Hung Ching Development & Construction Co., Ltd. Representative: Chia-Pei Chou Hung Ching Development & Construction Co., Ltd. Representative: Wen-Hsiang Chien Ching-Hua Chen Fang-Ying Chen |
82,494,545 - 82,494,545 - - - |
63.46 - 63.46 - - - |
| Hung Ching Co., Limited |
Director | Hung Ching Development & Construction Co., Ltd. Representative:Yuan-Yi Tseng |
1,099,000 - |
100.00 - |
| Shanghai Youhong Engineering Technical Consulting Co.,Ltd. |
Executive Director Supervisor |
Hung Ching Co., Limited Representative: Yuan-Yi Tseng Representative: Chia-PeiChou |
- - - |
100.00 - - |
| Shanghai Hong Rong Property Management Ltd. Co. |
Executive Director Supervisor |
Shanghai Youhong Engineering Technical Consulting Co., Ltd. Representative: Yuan-Yi Tseng Representative: Chia-PeiChou |
- - - |
100.00 - - |
| ASE WeMall Management and Consulting Co., Ltd. |
Chairman Director Supervisor |
Hung Ching Development & Construction Co., Ltd. Representative: Chia-Pei Chou Hung Ching Development & Construction Co., Ltd. Representative: Fang-Ying Chen Ching-Chou Su Hung Ching Development & Construction Co., Ltd. Representative:Hsiao-Wei Yao |
500,000 - 500,000 - - 500,000 - |
100.00 - 100.00 - - 100.00 - |
| Superb First Co., Ltd. | Director | Hung Ching Development & Construction Co., Ltd. Representative: Chia-PeiChou |
600,000 | 100.00 |
| Shanghai You Chang Property Management Ltd. Co. |
Director Supervisor |
Superb First Co., Ltd. Representative: Chia-Pei Chou Representative: Ching-Chou Su |
- - - |
100.00 - - |
214
2. Operation status of the affiliates:
2020.12.31
| 2020.12.31 | 2020.12.31 | 2020.12.31 | 2020.12.31 | 2020.12.31 | 2020.12.31 | 2020.12.31 | 2020.12.31 | 2020.12.31 |
|---|---|---|---|---|---|---|---|---|
| Unit: NT$thousand or thousands of dollars of foreign currency;NT$or dollar of foreign currencyfor earningsper share | ||||||||
| Name of Affiliate | Capital | Total Assets | Total liabilities | Net Value | Operating revenue |
Operating (Loss) Profit |
Profit (Loss) (After Tax) |
Earnings per Share (After Tax) |
| Hung Ching Development & Construction Co., Ltd. |
2,703,060 | 16,611,281 |
8,668,748 |
7,942,533 |
3,300,535 |
399,543 |
391,153 |
1.49 |
| Hung Ching New Co., Ltd. | 463,000 | 218,779 |
3,383 |
215,396 | 15,612 |
10,839 | 10,938 |
0.24 |
| Fuhua Engineering Co., Ltd. | 650,000 | 1,578,755 |
741,891 |
836,864 |
1,090,343 |
60,238 |
49,469 |
0.76 |
| Hung Ching Kwan Co., Ltd. | 1,300,000 | 1,287,496 |
298,528 |
988,968 |
62,698 |
( 44,720) |
( 47,666) |
( 0.37) |
| Hung Ching Co., Limited | HK$ 2,325 | HK$ 19,521 |
- |
HK$ 19,521 | - |
- | (HK$ 427) | - |
| Shanghai Youhong Engineering Technical Consulting Co., Ltd. |
RMB$ 2,052 | RMB$17,342 |
RMB$ 960 |
RMB$16,382 |
RMB$ 6,237 |
(RMB$ 903) |
(RMB$ 380) |
- |
| Shanghai Hong Rong Property Management Ltd. Co. |
RMB$ 500 | RMB$ 6,418 |
RMB$ 287 |
RMB$ 6,131 |
RMB$ 6,303 |
RMB$ 515 |
RMB$ 518 |
- |
| ASE WeMall Management and Consulting Co., Ltd. |
5,000 | 7,560 |
2,940 |
4,620 |
23,757 |
1,062 |
1,063 |
2.13 |
| Superb First Co., Ltd. | US$ 600 | US$ 1,087 |
- |
US$ 1,087 | - |
- | US$ 366 | - |
| Shanghai You Chang Property Management Ltd. Co. |
RMB$ 4,118 | RMB$ 8,136 |
RMB$ 1,060 |
RMB$ 7,076 |
RMB$ 18,850 |
RMB$ 2,716 |
RMB$ 2,526 |
- |
-
II. Private Placement Securities in the Most Recent Year and as of the Date of Publication of Annual Report: None.
-
III. Shares of the Company Held or Disposed of by Subsidiaries in the Most Recent Year as of the Date of Publication of Annual Report: None.
IV. Other Necessary Supplementary Explanations: None.
215
- V. Items That Have Significant Influence on Shareholders' Equity or Security Price as Specified in Subparagraph 2 of Paragraph 2 of Article 36 of Securities and Exchange Act in the Most Recent Year as of the Date of Publication of Annual Report: None.
216
Hung Ching Development & Construction Co., Ltd.
Person in Charge: Wen-Hsiang Chien
Published on April 30, 2021
217