AI assistant
Hung Ching — Audit Report / Information 2023
Nov 14, 2023
52140_rns_2023-11-14_3c7867dc-587e-4fc5-9524-6748a43382a1.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
Stock Code: 2527
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Financial Statements and Independent Auditors' Report
For the Years Ended December 31, 2023 and 2022
Address: 10F, No. 420, Sec. 1, Keelung Rd., Taipei City, Taiwan
Tel: (02)2691-5899
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
- 1 -
TABLE OF CONTENTS
| ITEM 1. Cover 2. Table of Contents 3. Independent Auditors’ Report 4. Parent Company Only Balance Sheets 5. Parent Company Only Statements of Comprehensive Income 6. Parent Company Only Statements of Changes in Equity 7. Parent Company Only Statements of Cash Flows 8. Notes to Parent Company Only Financial Statements a. Company History b. Date and Procedures of Authorization of Financial Statements c. Application of New and Amended Standards and Interpretations d. Summary of Significant Accounting Policies e. Primary Sources of Uncertainties in Major Accounting Judgments, Estimates, and Assumptions f. Details of Significant Accounts g. Transactions with Related Parties h. Pledged Assets i. Significant Contingent Liabilities and Unrecognized Contract Commitments j. Significant Disaster Loss k. Significant Events after the Balance Sheet Date l. Others m. Supplementary Disclosures 1) Information on Significant Transactions 2) Information on Invested Companies 3) Information on Investments in Mainland China 4) Information on Major Shareholders n. Segment Information 9. Statements of Major Accounting Subjects |
PAGE 1 2 3-6 7 8-9 10 11-12 13 13 13-15 15-28 28 28-54 54-59 59 - - - - 59 59-60, 61-68 60, 69 60, 70 - 71-82 |
NUMBER OF FINANCIAL STATEMENT NOTES |
|---|---|---|
| - - - - - - - 1 2 3 4 5 6-24 25 26 - - - - 27 27 27 27 - - |
- 2 -
Independent Auditors’ Report
To the Board of Directors and the Shareholders of Hung Ching Development & Construction Co., Ltd.
Opinion
We have audited the accompanying parent company only financial statements of the Hung Ching Development & Construction Co., Ltd. (the “Company”), which comprise the parent company only balance sheets as of December 31, 2023 and 2022, 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, 2023 and 2022, 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.
- 3 -
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, 2023. 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, 2023 are stated as follows:
- Sales Revenue of Building and Land Related Party Transaction
In 2023, the Company's revenue from the sale of real estate amounted to NT$1,946,184 thousand, of which the sale of the K27 plant office building to an investor with significant influence amounted to NT$1,666,600 thousand, which accounted for 86% of the revenue from the sale of real estate for the current year, and was material to the financial statements, and was one of the major sources of income of the Company. Considering that the transactions with related parties are highly controllable and the reasonableness of the terms of the transactions and the business substance of the transactions will have a significant effect on the presentation of these transactions in the consolidated financial statements, we have identified the related party transactions of the revenue from the sale of real estate as one of the critical items to be audited. See Notes 4, 19 and 25 to the parent company only financial statements.
The main audit procedures performed on the specific levels in respect of the above-mentioned key audit matter for the audit of the year are as follows:
-
1) We understood and tested the design and operating effectiveness of the internal controls related to the sales cycle.
-
2) We obtained sales contracts from related parties to understand the purpose of the transactions, the prices and terms of payment, and to evaluate whether the transactions were commercially reasonable and the basis for pricing.
3) We issued a letter of inquiry regarding related party sales transactions. Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of parent company only financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the parent company only financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
- 4 -
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. They are considered to be material if they individually or collectively could reasonably be expected to affect the economic decisions of users of these financial statements.
As part of an audit in accordance with the auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
1 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.
2 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.
-
3
-
4
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the parent company only financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
5 -
-
5 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.
-
6 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Company audit. We remain solely responsible for our opinion to the 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 about all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements for the year ended December 31, 2023 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 Certified Public Accountant Jun-Hong Shi Cheng
Financial Supervisory Commission Financial Supervisory Commission Approval Approval Document No.: Document No.: Jin-Guan-Zheng-Shen-Zi No. Jin-Guan-Zheng-Shen-Zi No. 1110348898 1010028123
Financial Supervisory Commission Approval Document No.:
March 8, 2024
- 6 -
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Balance Sheets
December 31, 2023 and 2022
Unit: NT$1,000
| Code 1100 1150 1172 1180 1200 1210 130X 1429 1479 11XX 1517 1550 1600 1760 1780 1840 1930 1990 15XX 1XXX Code 2100 2110 2130 2170 2180 2219 2230 2320 2399 21XX 2540 2645 25XX 2XXX 3110 3200 3310 3320 3350 3300 3400 3500 31XX |
Assets Current assets Cash (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) Other receivables from related parties (Notes 7 and 25) Inventories - net (Notes 5, 8, 25 and 26) Prepayments (Note 13) Other current assets (Note 13) Total current assets Non-current assets Financial assets at FVTOCI - non-current, net (Notes 9 and 26) Investments accounted for using equity method (Note 10) Property, plant and equipment - net (Notes 11, 20 and 26) Investment properties - net (Notes 12, 20 and 26) Intangible assets (Note 20) Deferred tax assets (Note 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, 25 and 26) Short-term bills payable, net (Notes 14, 25 and 26) Contract liabilities (Note 19) Trade payables (Note 15) Trade payables to related parties (Notes 15 and 25) Other payables Current tax liabilities Long-term borrowings - current portion (Notes 14 and 26) Other current liabilities (Note 16) Total current liabilities Non-current liabilities Long-term borrowings (Notes 14 and 26) Guarantee deposits received (Note 12) Total non-current liabilities Total liabilities Equity attributable to owners of the Company (Note 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 31,2023 Amount % $ 148,378 - 2,548 - 10,409 - 1,400 - 1,360 - 1,621,999 6 11,426,346 41 429,032 2 22 - 13,641,494 49 5,957,652 22 4,414,834 16 399,212 2 3,073,031 11 417 - 80,859 - 592 - 65,787 - 13,992,384 51 $ 27,633,878 100 $ 5,868,000 21 5,852,816 21 40,733 - 75,627 - 1,133,044 4 138,377 1 30,489 - 157,388 1 15,182 - 13,311,656 48 2,881,693 11 21,944 - 2,903,637 11 16,215,293 59 2,703,060 10 358,719 1 1,020,589 4 334,733 1 2,363,156 9 3,718,478 14 5,094,140 18 455,812) ( 2) 11,418,585 41 $ 27,633,878 100 |
December 31,2022 | December 31,2022 | ||
|---|---|---|---|---|---|---|
| Amount $ 148,378 2,548 10,409 1,400 1,360 1,621,999 11,426,346 429,032 22 13,641,494 5,957,652 4,414,834 399,212 3,073,031 417 80,859 592 65,787 13,992,384 $ 27,633,878 $ 5,868,000 5,852,816 40,733 75,627 1,133,044 138,377 30,489 157,388 15,182 13,311,656 2,881,693 21,944 2,903,637 16,215,293 2,703,060 358,719 1,020,589 334,733 2,363,156 3,718,478 5,094,140 455,812) 11,418,585 $ 27,633,878 |
Amount $ 111,686 1,006 14,175 1,400 217 14 9,409,571 335,053 23 9,873,145 4,143,878 1,348,301 401,718 3,248,634 523 60,878 1,381 71,423 9,276,736 $ 19,149,881 $ 5,491,900 1,453,568 536 65,093 631,206 132,103 38,720 179,803 14,378 8,007,307 1,848,218 22,378 1,870,596 9,877,903 2,703,060 350,171 990,076 244,982 2,307,488 3,542,546 3,132,013 455,812) 9,271,978 $ 19,149,881 |
% | ||||
( |
( |
1 - - - - - 49 2 - 52 22 7 2 17 - - - - 48 100 29 8 - - 3 1 - 1 - 42 10 - 10 52 14 2 5 1 12 18 16 ( 2) 48 100 |
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
- 7 -
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Statements of Comprehensive Income
January 1 to December 31, 2023 and 2022
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 and 25) 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 (Note 20) 7020 Other gains and losses (Note 20) 7050 Finance costs (Note 20) 7060 Share of loss (profit) of associates accounted for under equity method 7000 Total non-operating income and expenses |
2023 | ||
|---|---|---|---|
| Amount $ 1,946,184 147,926 52,806 2,146,916 1,516,836 107,393 49,298 1,673,527 473,389 42,944 170,988 213,932 259,457 408,463 61,537 163,936 ) 47,888 353,952 |
|||
( |
(Continued on the next page)
- 8 -
(Continued from the previous page)
| (Continued from the previous page) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Code 7900 Income before 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 8330 Share of other comprehensive income or loss of subsidiaries accounted for using the equity method 8349 Income tax related to unclassified items 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, income after tax 8500 Total comprehensive income/(loss) for the year Earnings per share (Note 22) 9710 Basic 9810 Diluted |
2023 | % 29 2 27 84 - 1 - - 85 112 |
2022 | |||||
| Amount $ 613,409 33,396 580,013 1,813,774 1,990 14,669 2,601 ) 520 1,828,352 $ 2,408,365 $ 2.22 $ 2.21 |
Amount $ 352,623 47,497 305,126 556,047 ) - - 1,793 359) 554,613) $ 249,487) $ 1.17 $ 1.16 |
% | ||||||
( |
( ( ( ( |
( ( ( |
33 4 29 52 ) - - - - 52) 23) |
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
- 9 -
Hung Ching Development & Construction Co., Ltd. Parent Company Only Statements of Changes in Equity
January 1 to December 31, 2023 and 2022
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|---|
| Co d e A1 Balance as of January 1, 2022 Appropriation and distribution of retained earnings 2021 B1 Legal reserve B17 Reversal of special capital reserve B5 Cash dividend to shareholders D1 Net profit for 2022 D3 Other comprehensive income (loss) (after tax) for 2022 D5 Total comprehensive income/(loss) for 2022 M1 Adjustment in capital surplus from dividends paid to subsidiaries Z1 Balance as of December 31, 2022 Appropriation and distribution of retained earnings 2022 B1 Legal reserve B3 Special capital reserve provided B5 Cash dividend to shareholders D1 Net profit for 2023 D3 Other comprehensive income (loss) (after tax) for 2023 D5 Total comprehensive income/(loss) for 2023 M1 Adjustment in capital surplus from dividends paid to subsidiaries Q1 Disposal of equity instruments at fair value through other comprehensive income or loss Z1 Balance as of December 31, 2023 Chairman: Wen-Hsiang Chien |
Share capital Retained earnings Number of shares (in thousand shares) Amount Capital surplus Legal reserve Special reserve Unappropriated earnings 270,306 $ 2,703,060 $ 324,528 $ 828,158 $ 347,554 $ 2,872,626 - - - 161,918 - ( 161,918 ) - - - - ( 102,572 ) 102,572 - - - - - ( 810,918 ) - - - - - 305,126 - - - - - - - - - - - 305,126 - - 25,643 - - - 270,306 2,703,060 350,171 990,076 244,982 2,307,488 - - - 30,513 - ( 30,513 ) - - - - 89,751 ( 89,751 ) - - - - - ( 270,306 ) - - - - - 580,013 - - - - - - - - - - - 580,013 - - 8,548 - - - - - - - - ( 133,775) 270,306 $ 2,703,060 $ 358,719 $ 1,020,589 $ 334,733 $ 2,363,156 The accompanying notes are an integral part of the parent company only financial statements. Manager: Chia-Pei Chou |
Other equity Unrealized gain (loss) on financial assets at FVTOCI Exchange differences on translating the financial statements of foreign operations Treasury shares Total equity ( $ 5,858 ) $ 3,692,484 ( $ 455,812 ) $ 10,306,740 - - - - - - - - - - - ( 810,918 ) - - - 305,126 1,434 ( 556,047) - ( 554,613) 1,434 ( 556,047 ) - ( 249,487 ) - - - 25,643 ( 4,424 ) 3,136,437 ( 455,812 ) 9,271,978 - - - - - - - - - - - ( 270,306 ) - - - 580,013 ( 2,081) 1,830,433 - 1,828,352 ( 2,081 ) 1,830,433 - 2,408,365 - - - 8,548 - 133,775 - - ($ 6,505) $ 5,100,645 ($ 455,812) $ 11,418,585 Accounting Supervisor: Fang-Ying Chen |
Total equity | |||
| Exchange differences on translating the financial statements of foreign operations ( $ 5,858 ) - - - - 1,434 1,434 - ( 4,424 ) - - - - ( 2,081) ( 2,081 ) - - ($ 6,505) |
||||||
| Number of shares (in thousand shares) 270,306 - - - - - - - 270,306 - - - - - - - - 270,306 |
||||||
| ( ( ( ( ( |
( ( |
- 10 -
Hung Ching Development & Construction Co., Ltd.
Parent Company Only Statements of Cash Flows
January 1 to December 31, 2023 and 2022
Unit: NT$1,000
| Unit: NT$1,000 | ||
|---|---|---|
| Code Cash flows from operating activities A00010 Income before tax for the year A20010 Adjustments to reconcile profit (loss) A20100 Depreciation expenses A20200 Long-term prepaid expenses and amortization of intangible assets A20900 Finance costs A21200 Interest income A21300 Dividend income A22300 Share of loss (profit) of associates accounted for under equity method A22700 Disposal of investment property interests A23700 Profit on reduce inventory to market (Gain from price recovery of inventory) A30000 Changes in operating assets and liabilities, net A31130 Notes receivable A31150 Trade receivables A31180 Other receivables A31190 Other receivables - related party A31200 Inventories A31230 Prepayments A31240 Other current assets A31270 Incremental costs of obtaining a contract A32125 Contract liabilities A32150 Trade payables A32160 Trade payables to related parties A32180 Other payables A32230 Other current liabilities A33000 Cash outflows from operations A33300 Interest paid A33500 Income tax paid AAAA Net cash outflow from operating activities Cash flows from investing activities B01800 Acquisition of equity-method investments B02700 Acquisition of property, plant and equipment |
2023 $ 613,409 98,950 4,537 163,936 ( 11,339 ) ( 388,049 ) ( 47,888 ) ( 61,551 ) ( 7,100 ) ( 753 ) 3,766 ( 1,143 ) ( 1,621,985 ) ( 1,909,276 ) ( 93,979 ) 1 - 40,197 10,534 501,838 9,321 804 ( 2,695,770 ) ( 267,382 ) ( 46,419) ( 3,009,571) ( 3,220,760 ) - |
2022 |
| $ 352,623 103,161 4,770 99,432 ( 223 ) ( 308,738 ) 68,428 - ( 4,134 ) 763 ( 4,743 ) 547 133 ( 2,259,216 ) ( 311,971 ) 307 7,153 ( 108,634 ) 8,500 ( 265,045 ) ( 55,253 ) ( 910) ( 2,673,050 ) ( 126,997 ) ( 78,888) ( 2,878,935) - ( 1,183 ) |
(Continued on the next page)
- 11 -
(Continued from the previous page)
| Code B03800 Decrease in refundable deposits B04500 Purchase of intangible assets B05400 Purchase of investment properties B05500 Disposal of investment properties B07500 Interest received B07600 Dividends received BBBB Net cash flows (out) from investing activities Cash flows from financing activities C00100 Increase in short-term borrowings C00500 Increase (Decrease) in short-term bills payable C01600 Long-term loans C01700 Repayments of long-term borrowings C03000 Increase in guarantee deposits received C03100 Decrease in guarantee deposits received C04500 Distribution of cash dividend CCCC Net cash inflow from financing activities EEEE Increase (Decrease) in cash and cash equivalents during the year E00100 Cash and cash equivalents, beginning of year E00200 Cash and cash equivalents, end of year |
2023 $ 757 - ( 30 ) 141,188 11,339 598,101 (2,469,405) 376,100 4,399,248 1,190,000 ( 178,940 ) 2,286 ( 2,720 ) ( 270,306) 5,515,668 36,692 111,686 $ 148,378 |
2022 |
|---|---|---|
| $ 177,171 ( 210 ) ( 6,610 ) - 223 380,938 550,329 3,914,900 ( 903,235 ) 200,000 ( 203,727 ) 7,636 ( 1,715 ) ( 810,918) 2,202,941 ( 125,665 ) 237,351 $ 111,686 |
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
- 12 -
Hung Ching Development & Construction Co., Ltd.
Financial Statement Notes
January 1 to December 31, 2023 and 2022
(Amounts in Thousands of New Taiwan Dollars, Unless Otherwise Specified)
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 8, 2024.
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 2024
New, Revised or Amended Standards and Effective Date Issued by Interpretations IASB (Note 1) Amendments to IFRS 16 "Lease Liability in a Sale January 1, 2024 (Note 2) and Leaseback"
Amendments to IAS 1 "Classification of Liabilities as January 1, 2024 Current or Non-current"
Amendments to IAS 1 "Non-current Liabilities with January 1, 2024 Covenants"
-
Amendments to IAS 7 and IFRS 7 "Supplier Finance January 1, 2024 (Note 3) Arrangements"
-
13 -
-
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: The Seller and the Lessee shall apply the amendments to IFRS 16 retrospectively to after-sales leaseback transactions entered into after the initial application of IFRS 16.
-
Note 3: The first application of this amendment exempts a portion of the disclosure requirement.
The Company assessed that the amendments to the above standards or interpretations would not have a significant impact on the financial position and financial performance.
- c. IFRSs issued by the IASB but not yet endorsed and issued into effect by the FSC
| New, Revised or Amended Standards and Interpretations Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and its Associate or Joint Venture" IFRS 17 "Insurance Contracts" Amendments to IFRS 17 Amendments to IFRS 17 "Initial Application of IFRS 17 and IFRS 9―Comparative Information" Amendments to IAS 21 "Lack of Exchangeability" |
Effective Date Issued by IASB(Note 1) |
|---|---|
| To be determined January 1, 2023 January 1, 2023 January 1, 2023 January 1, 2025 (Note 2) |
-
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: Applicable to annual reporting periods beginning on or after January 1, 2025. When the amendment is applied for the first time, the effect is recognized in retained earnings at the date of initial application. When the consolidated company uses a non-functional currency as the presentation currency, the impact is adjusted to the foreign exchange differences under equity as of the date of initial application.
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
- 14 -
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 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 non-current 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
-
15 -
-
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 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,
- 16 -
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) Investments in subsidiaries 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 excess of the cost of acquisition over the Company's share of the net fair value of the identifiable assets and liabilities of the subsidiaries constituting the business as of the date of acquisition is recorded as goodwill, which is included in the carrying amount of the investment and is not subject to amortization; the excess of the Company's share of the net fair value of the identifiable assets and liabilities of the subsidiaries constituting the business as of the date of acquisition over the cost of acquisition is recorded as current income.
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.
-
17 -
-
2) Investment in affiliate enterprises
Associates are entities over which the Company has major influence but they are neither a subsidiary nor joint ventures.
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.
-
18 -
-
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 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
- 19 -
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 cashgenerating 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.
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
- 20 -
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:
-
i) Within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
-
ii) 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:
-
i) 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
-
ii) 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
-
21 -
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.
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 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 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
- 22 -
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.
- (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.
- 23 -
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. Lease
At the inception of a contract, the Company assesses whether the contract is, or contains, a lease.
-
1) The Company as lessor
-
24 -
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 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
- 25 -
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 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 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.
-
26 -
-
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 Republic of China, 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 their carrying amount is recognized to the extent
- 27 -
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 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 estimates and underlying assumptions are reviewed by management on an ongoing basis as the Company develops critical accounting estimates.
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
| Cash | |||
|---|---|---|---|
| Cash on hand and working capital Bank demand deposits |
December 31, 2023 $ 762 147,616 $ 148,378 |
December 31, 2022 | |
| $ 1,092 110,594 $ 111,686 |
- 28 -
The interest rates intervals on bank deposits as of December 31, 2023 and 2022 were 0.58% and 0.46%.
7. Notes Receivable, Trade Receivables - Net, Trade Receivables from Related Parties, Other Receivables, Other Receivables from Related Parties, and Long-term Notes
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 Other receivables - related party Less: Allowance for Bad Debts |
December 31,2023 $ 1,759 1,381 592 789 $ 2,548 $ 10,409 1,400 $ 11,809 $ 1,360 1,621,999 - $ 1,623,359 |
December 31,2022 | |
| $ 217 2,170 1,381 789 $ 1,006 $ 14,175 1,400 $ 15,575 $ 1,552 14 1,335 $ 231 |
- 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 installment 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
- 29 -
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:
December 31, 2023
| December 31, 2023 | ||||||
|---|---|---|---|---|---|---|
| Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization December 31, 2022 Expected credit loss rate Total carrying amount Allowance for loss (lifetime expected credit losses) Costs after amortization |
Not overdue - $ 11,809 - $ 11,809 Not overdue - $ 6,678 - $ 6,678 |
Due over 1 ~ 365 days - $ - - $ - Due over 1 ~ 365 days - $ 8,897 - $ 8,897 |
Due over 365 days 100% $ - - $ - Due over 365 days 100% $ - - $ - |
Total | ||
| $ 11,809 - $ 11,809 Total |
||||||
| $ 15,575 - $ 15,575 |
- 30 -
b. Other receivables
The allowance for losses on other receivables was as follows:
December 31, 2023
| December 31, 2023 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Due over 1 | ~ | Due over 365 | |||||||||||
| Not | overdue | 365 | days | days | Total | ||||||||
| Expected credit loss | |||||||||||||
| rate | - | - | 100% | ||||||||||
| Total carrying amount | $ 1,623,359 | $ | - | $ | - | $ | 1,623,359 | ||||||
| Allowance for loss | |||||||||||||
| (lifetime expected | |||||||||||||
| credit losses) | - | - | - |
- | |||||||||
| Costs after | |||||||||||||
| amortization | $ 1,623,359 | $ | - | $ | - |
$ | 1,623,359 | ||||||
| December 31, 2022 | |||||||||||||
| Due over 1 | ~ | Due over 365 | |||||||||||
| Not | overdue | 365 | days | days | Total | ||||||||
| Expected credit loss | |||||||||||||
| rate | - | - | 100% | ||||||||||
| Total carrying amount | $ | 231 | $ | - | $ | 1,335 | $ | 1,566 | |||||
| Allowance for loss | |||||||||||||
| (lifetime expected | |||||||||||||
| credit losses) | - | - | 1,335 |
1,335 | |||||||||
| Costs after | |||||||||||||
| amortization | $ | 231 | $ | - | $ | - |
$ | 231 | |||||
| The movements of the loss allowance | of other | receivables were as follows: | |||||||||||
| 2023 | 2022 | ||||||||||||
| Balance, beginning of year | $ | 1,335 |
$ | 1,335 | |||||||||
| Write-offs during the year | 1,335 | - | |||||||||||
| Balance, end of year | $ | - | $ | 1,335 | |||||||||
| Inventory, Net | |||||||||||||
| December 31, | 2023 | December 31, 2022 |
|||||||||||
| Real estate under development | $ | 5,125,088 | $ | 3,686,138 | |||||||||
| Real estate held for development | 4,390,908 | 4,390,779 | |||||||||||
| Building and land held for sale | 1,910,350 | 1,332,654 | |||||||||||
| $ | 11,426,346 | $ | 9,409,571 |
8. Inventory, Net
As of December 31, 2023 and 2022, inventories of NT$10,900,362 thousand and NT$9,021,856 thousand, respectively, are expected to be recovered after more than 12 months.
- 31 -
The relevant amounts of operating cost and inventory were as follows:
| Cost of goods sold | 2023 $ 1,516,836 |
2022 | ||
|---|---|---|---|---|
| $ 457,857 |
The abovementioned cost of goods sold includes
Loss on reduce inventory to market (Gain from price recovery of inventory) $ 7,100 $ 4,134
In 2023, the reversal of the gain on inventory write-down loss was due to the reversal of the
construction of Bo City and Earl Seventh generation and the provision of inventory write-down loss of Tucheng ASE Residence. In 2022, the reversal of the gain on loss on inventory decline was due to the construction of Bo City.
Please refer to Note 26 for the amount of inventory pledged by the Company as collateral against its secured borrowings.
9. Financial Assets at FVTOCI, Net
Investments in equity instruments at FVTOCI
| Non-current Domestic investment Listed shares |
December 31,2023 $ 5,957,652 |
December 31,2022 | December 31,2022 |
|---|---|---|---|
| $ 4,143,878 |
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
| Investments in subsidiaries Luchu Development Corporation Hung Ching Kwan Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching New Co., Ltd. Hung Ching Co., Limited |
December 31,2023 $ 2,651,698 540,134 457,740 49,537 79,836 |
December 31,2022 |
|---|---|---|
| $ - 568,180 575,616 62,654 84,919 |
(Continued on the next page)
- 32 -
(Continued from the previous page)
| (Continued from the previous page) | |||
|---|---|---|---|
| Superb First Co.,Ltd. ASE WeMall M&C Co. Total Investment in affiliate enterprises Ding Gu Properties Co., Ltd. |
December 31,2023 $ 60,242 4,652 3,843,839 570,995 $ 4,414,834 |
December 31,2022 | |
| $ 51,653 5,279 1,348,301 - $ 1,348,301 |
The percentages of ownership interests and voting rights in subsidiaries and affiliates as of the balance sheet date were as follows:
| the balance sheet date were as follows: | ||
|---|---|---|
| Subsidiaries Luchu Development Corporation Hung Ching Kwan Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching Co., Limited Hung Ching New Co., Ltd. Superb First Co., Ltd. ASE WeMall M&C Co. Affiliates Ding Gu Properties Co., Ltd. |
December 31,2023 96.5% 63.5% 100% 100% 100% 100% 100% 24.0% |
December 31,2022 |
| - 63.5% 100% 100% 100% 100% 100% - |
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, 2023 and 2022 was calculated based on the financial statements of subsidiaries audited by the certified public accountant for the same period.
In 2023, the Company acquired equity interests in Luchu Development Corporation and Ding Gu Properties. Please refer to Note 25 for information and description of the related transactions.
See Note 26, "Business Combinations", to the Company's 2023 consolidated financial statements for a disclosure of the Company's acquisition of Luchu Development Corporation.
Information on individual immaterial related companies was summarized as follows:
| Share of the Company Net loss for the year Other comprehensive income/(loss) Total comprehensive income/(loss) |
2023 ( $ 205 ) - ($ 205) |
2022 | |
|---|---|---|---|
| $ - - $ - |
- 33 -
11. Property, Plant and Equipment, Net
| Buildings and | Buildings and | Other | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | property | equipment | Total | ||||||
| Cost | |||||||||
| Balance as of January 1, | |||||||||
| 2022 | $ | 479,432 | $ | 214,221 | $ | 8,750 | $ | 702,403 | |
| Addition | - | 824 | 359 | 1,183 | |||||
| Transferred to investment | |||||||||
| property | ( | 148,936) |
( | 24,689) |
- | ( | 173,625) | ||
| Balance as of December 31, | |||||||||
| 2022 | $ | 330,496 |
$ | 190,356 |
$ | 9,109 | $ | 529,961 | |
| Accumulated depreciation | |||||||||
| and impairment | |||||||||
| Balance as of January 1, | |||||||||
| 2022 | $ | - | $ | 119,812 | $ | 5,548 | $ | 125,360 | |
| Depreciation expenses | - | 2,781 | 841 | 3,622 | |||||
| Transferred to investment | |||||||||
| property | - |
( | 739) |
- | ( | 739) | |||
| Balance as of December 31, | |||||||||
| 2022 | $ | - |
$ | 121,854 |
$ | 6,389 | $ | 128,243 | |
| Net as of December 31, | |||||||||
| 2022 | $ | 330,496 |
$ | 68,502 |
$ | 2,720 | $ | 401,718 | |
| Cost | |||||||||
| Balance as of January 1, | |||||||||
| 2023 | $ | 330,496 |
$ | 190,356 |
$ | 9,109 | $ | 529,961 | |
| Balance as of December 31, | |||||||||
| 2023 | $ | 330,496 |
$ | 190,356 |
$ | 9,109 | $ | 529,961 | |
| Accumulated depreciation | |||||||||
| and impairment | |||||||||
| Balance as of January 1, | |||||||||
| 2023 | $ | - | $ | 121,854 | $ | 6,389 | $ | 128,243 | |
| Depreciation expenses | - |
1,675 |
831 | 2,506 | |||||
| Balance as of December 31, | |||||||||
| 2023 | $ | - |
$ | 123,529 |
$ | 7,220 | $ | 130,749 | |
| Net as of December 31, | |||||||||
| 2023 | $ | 330,496 |
$ | 66,827 |
$ | 1,889 | $ | 399,212 | |
| Property, plant and equipment | of the | Company are depreciated by straight-light method | |||||||
| using the estimated useful | lives | as follows: | |||||||
| Buildings and property | 31 to 60 years | ||||||||
| Other equipment | 5 to 10 years |
- 34 -
Please refer to Note 26 for information about the amount of property, plant and equipment - net pledged by the consolidated company as collateral for borrowings.
12. Investment Properties, Net
| Investment Properties, Net | ||||||
|---|---|---|---|---|---|---|
| Cost Balance as of January 1, 2022 Addition Reclassification from inventories Reclassification from property, plant and equipment Balance as of December 31, 2022 Accumulated depreciation and impairment Balance as of January 1, 2022 Depreciation expenses Reclassification from inventories - impairment loss Reclassification from property, plant and equipment Balance as of December 31, 2022 Net as of December 31, 2022 Cost Balance as of January 1, 2023 Addition Disposal Balance as of December 31, 2023 Accumulated depreciation and impairment Balance as of January 1, 2023 Depreciation expenses Disposal Balance as of December 31, 2023 Net as of December 31, 2023 |
Land $ 564,042 - 207,497 148,936 $ 920,475 $ - - 84,201 - $ 84,201 $ 836,274 $ 920,475 - 64,970) $ 855,505 $ 84,201 - - $ 84,201 $ 771,304 |
Buildings $ 2,993,747 6,610 106,498 24,689 $ 3,131,544 $ 617,927 99,539 979 739 $ 719,184 $ 2,412,360 $ 3,131,544 30 24,565) $ 3,107,009 $ 719,184 96,444 10,346) $ 805,282 $ 2,301,727 |
Total | |||
( |
( ( |
( ( |
$ 3,557,789 6,610 313,995 173,625 $ 4,052,019 $ 617,927 99,539 85,180 739 $ 803,385 $ 3,248,634 $ 4,052,019 30 89,535) $ 3,962,514 $ 803,385 96,444 10,346) $ 889,483 $ 3,073,031 |
The investment property of the Company includes the mall of Tucheng ASE and the building of Hotel J Metropolis held by the Company.
- 35 -
Except for the reclassification of NT$87,318 thousand from inventories - real estate held for development, NT$141,497 thousand from properties held for sale, and NT$172,886 thousand from property, plant and equipment leased to others to investment properties and the recognition of depreciation expense in 2022, there were no other significant additions, disposals and impairments of investment properties in 2023 and 2022.
Investment properties of the Company are depreciated by straight-light method using the estimated useful lives as follows:
Buildings and property Air-conditioning equipment and others
49 to 60 years 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 | December 31,2023 $ 6,166,777 |
December 31,2022 | December 31,2022 |
|---|---|---|---|
| $ 6,080,994 |
The operating lease is to lease merchandise inventory and investment property owned by the consolidated company leases with lease terms of 1 to 20 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, 2023 and 2022, the guarantee deposits received by the consolidated company in accordance with operating lease agreements amounted to NT$21,944 thousand and NT$22,378 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, 2023 $ 100,516 65,442 43,990 36,529 29,832 140,320 $ 416,629 |
December 31, 2022 | |
| $ 99,239 55,107 48,348 39,089 36,529 170,152 $ 448,464 |
- 36 -
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
| Current Prepayments Tax overpaid retained for offsetting the future tax payable Prepayments for construction and purchases Prepaid expenses Other current assets Payments on behalf of others Non-current Refundable deposit Long-term prepaid expenses Others |
December 31, 2023 $ 192,970 233,422 2,640 $ 429,032 $ 22 $ 53,044 9,615 3,128 $ 65,787 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|
| $ 118,956 212,974 3,123 $ 335,053 $ 23 $ 53,801 14,494 3,128 $ 71,423 |
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 |
December 31,2023 $ 330,000 5,538,000 $ 5,868,000 2.25%-2.5% 1.83%-2.84% |
December 31,2022 |
| $ 1,510,000 3,981,900 $ 5,491,900 1.98%-2.45% 1.65%-2.71% |
- b. Short-term bills payable, net
| Commercial paper payable (Note 26) Less: Discount on short-term bills payable Interest rate |
December 31, 2023 $ 5,857,000 4,184 $ 5,852,816 2.378%-2.75% |
December 31, 2022 |
|---|---|---|
| $ 1,458,000 4,432 $ 1,453,568 2.388%-2.658% |
-
37 -
-
c. Long-term borrowings
| Secured loan (Note 26) Bank of Taiwan (1) Bank of Taiwan (2) Bank of Taiwan (3) Bank of Taiwan (4) KGI Bank (5) Less: Current portion matured in one year Long-term borrowings Interest rate |
December 31,2023 $ 1,649,081 - 980,000 210,000 200,000 3,039,081 157,388 $ 2,881,693 2.49%-2.90% |
December 31,2022 |
|---|---|---|
| $ 1,802,754 25,267 - - 200,000 2,028,021 179,803 $ 1,848,218 2.36%-2.76% |
-
1) The maturity date of the Company's loan from Bank of Taiwan 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 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. In June 2023, the Company completed the repayment.
-
3) The maturity date of the loan with the Bank of Taiwan is March 25, 2026. The loan is repayable by monthly interest payments and the principal is due on maturity, and the collateral is the K13 plant in Kaohsiung.
-
4) The maturity date of the loan with the Bank of Taiwan is May 2, 2026, and the repayment method is monthly with principal due on maturity. The guarantee is provided by the Second Factory.
-
5) The maturity date of the Company's loan from KGI Bank is September 15, 2025 with repayment method of interests paid monthly and principal paid by the date of maturity, and the collateral is Lianhua Section land in Hsinchu.
15. Trade Payables and Trade Payables to Related Parties
Trade payables classified as construction retainage payable for construction contracts were NT$502,228 thousand and NT$297,716 thousand as of December 31, 2023 and 2022. 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.
- 38 -
16. Other current liabilities
| Other current liabilities | |||
|---|---|---|---|
| Advance rental Receipts on behalf of others Guarantee deposits received Others |
December 31,2023 $ 6,622 6,446 2,050 64 $ 15,182 |
December 31,2022 | |
| $ 6,456 4,609 3,250 63 $ 14,378 |
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
| Ordinary shares | |||
|---|---|---|---|
| Authorized shares (In Thousand Shares) Authorized share capital Issued and fully paid shares (In Thousand Shares) Issued share capital |
December 31,2023 540,306 $ 5,403,060 270,306 $ 2,703,060 |
December 31,2022 | |
| 540,306 $ 5,403,060 270,306 $ 2,703,060 |
The par value of the issued ordinary shares is NT$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 31,2023 $ 148,999 209,720 $ 358,719 |
December 31,2022 | December 31,2022 |
|---|---|---|---|
| $ 148,999 201,172 $ 350,171 |
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.
-
39 -
-
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.
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 appropriations of earnings for 2022 and 2021 had been approved in the shareholders’ meetings on June 26, 2023 and June 27, 2022, respectively, and they were as follows:
- 40 -
| Legal reserve Legal reserve (reversal) Cash dividends |
Appropriation of earnings 2022 2021 $ 30,513 $ 161,918 89,751 ( 102,572 ) 270,306 810,918 |
Dividends per share (NT$) |
Dividends per share (NT$) |
|---|---|---|---|
| 2022 $ 30,513 89,751 270,306 |
2022 $ 1.00 |
2021 | |
| $ 3.00 |
The Board of Directors of the Company on March 8, 2024 proposed the following appropriation of the 2023 earnings and dividends per share:
| appropriation of the 2023 earnings and | dividends per share: | |
|---|---|---|
| Legal reserve Reversal of special capital reserve Cash dividends |
Appropriation of earnings $ 44,624 ( 60,261 ) 405,459 |
Dividends per share (NT$) |
| $ 1.5 |
The appropriations of earnings for the year ended December 31, 2023 is subject to the
resolution of the shareholders in the shareholders' meeting to be held on June 25, 2024.
d. Special reserve
| Special reserve | ||||
|---|---|---|---|---|
| Balance, beginning of year Special capital reserve provided (reversed) Balance, end of year |
2023 $ 244,982 89,751 $ 334,733 |
2022 | ||
( |
$ 347,554 102,572) $ 244,982 |
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 |
2023 ( $ 4,424 ) ( 2,601 ) 520 ($ 6,505) |
2022 |
|---|---|---|
| ( $ 5,858 ) 1,793 ( 359) ($ 4,424) |
- 41 -
2) Unrealized gain (loss) on financial assets at FVTOCI
| Balance, beginning of year Recognized for the year Unrealized gain (loss) Equity instruments Shares of subsidiaries recognized under the equity method Income tax effect Other comprehensive income/(loss) for the period Transfer of cumulative gain or loss on disposal of equity instruments to retained earnings Balance, end of year |
2023 $ 3,136,437 1,813,774 1,990 14,669 1,830,433 133,775 $ 5,100,645 |
2022 | |
|---|---|---|---|
| $ 3,692,484 ( 556,047 ) - - ( 556,047) - $ 3,136,437 |
f. Treasury shares
(Unit: In Thousand Shares)
| Reasons for repurchase 2023 Shares of the Company held by subsidiaries 2022 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 |
Information on shares of the Company held by subsidiaries on the balance sheet date is as follows:
| as follows: | |||||
|---|---|---|---|---|---|
| Name of subsidiary December 31, 2023 Hung Ching New Co., Ltd. December 31, 2022 Hung Ching New Co., Ltd. |
Number of shares held (thousand shares) 8,548 8,548 |
Carrying amount $ 237,199 $ 176,937 |
Market price | ||
| $ 237,199 $ 176,937 |
- 42 -
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
| Contract balances | |||
|---|---|---|---|
| Notes receivable (Note 7) Trade receivables - net (Note 7) Trade receivables from related parties (Note 7) Long-term notes receivable (Note 7) Contract liabilities - current Building and land for sale |
December 31,2023 $ 2,548 $ 10,409 $ 1,400 $ 592 $ 40,733 |
December 31,2022 | |
| $ 1,006 $ 14,175 $ 1,400 $ 1,381 $ 536 |
Detailed information on the revenue is described in Note 32 of the 2023 consolidated financial statements.
20. Net Income from Continuing Operation
a. Other income
| a. | Other income | ||||
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Bank deposit interest | $ | 600 |
$ | 223 |
|
| Interest income on financial | |||||
| assets at amortized cost | 10,739 | - | |||
| Dividend income | 388,049 | 308,738 | |||
| Others | 9,075 | 3,214 | |||
| $ | 408,463 | $ | 312,175 | ||
| b. | Other gains and losses | ||||
| 2023 | 2022 | ||||
| Gain or loss on disposal of | |||||
| investment properties | $ | 61,551 | $ | - |
|
| Other loss | ( | 14) | ( | 4,190) | |
| $ | 61,537 | ($ | 4,190) |
||
| c. | Finance costs | ||||
| 2023 | 2022 | ||||
| Interest on bank loans | $ | 264,335 | $ | 136,610 | |
| Less: Amounts included in the | |||||
| cost of required assets | 100,399 | 37,178 | |||
| $ | 163,936 | $ | 99,432 | ||
| Interest rate on interest | |||||
| capitalization | 2.18%-2.79% | 1.39%-2.38% |
- 43 -
d. Depreciation and amortization
| d. Depreciation and amortization |
||
|---|---|---|
| 2023 Property, plant and equipment $ 2,506 Investment properties 96,444 Long-term prepayment expenses (recorded as other non-current assets) 4,431 Intangible assets 106 Total $ 103,487 Depreciation expenses summarized by function Operating costs $ 96,444 Operating expenses 2,506 $ 98,950 Amortization expenses summarized by function Operating expenses - administrative expenses $ 4,537 e. Direct operating expenses of investment properties 2023 Direct operating expenses of investment properties generating rental revenue $ 107,393 f. Employee benefits expenses 2023 Short-term employee benefits $ 57,618 Post-retirement benefits Defined contribution plans 1,598 Other employee benefits 5,731 Total employee benefit expenses $ 64,947 Summarized by function Operating costs $ - Operating expenses 64,947 $ 64,947 |
2022 | |
| $ 3,622 99,539 4,691 79 $ 107,931 $ 99,539 3,622 $ 103,161 $ 4,770 2022 |
||
| $ 110,815 2022 |
||
| $ 52,417 1,669 6,068 $ 60,154 $ 248 59,906 $ 60,154 |
-
44 -
-
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, 2023 and 2022, which were approved by the Company's Board of Directors on March 8, 2024 and March 3, 2023, respectively, were as follows:
Accrual rates
| Accrual rates | ||
|---|---|---|
| Employees' compensation Remuneration of directors |
2023 4.00% 2.00% |
2022 |
| 4.00% 2.00% |
| Amount Employees' compensation Remuneration of directors |
2023 Cash Stock $ 26,103 $ - 13,051 - |
2022 | 2022 |
|---|---|---|---|
| Cash | Cash $ 15,005 7,503 |
Stock | |
| $ 26,103 13,051 |
$ - - |
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, 2022 and 2021.
Information on the employees' compensation and remuneration of directors resolved by the Company's Board of Directors 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:
- 45 -
| 2023 2022 Current income tax In respect of the current year $ 63,932 $ - Surcharges on unappropriated earnings - 37,446 Land value increment tax 7,711 11,888 Adjustments for prior years 15,423 ( 2,460) 87,066 46,874 Deferred income tax In respect of the current year ( 53,670) 623 Income tax expenses recognized in profit or loss $ 33,396 $ 47,497 A reconciliation of accounting profit and current income tax expense is as follows: 2023 2022 Income before tax from continuing operation $ 613,409 $ 352,623 Income tax expenses from income before tax calculated at the statutory rate $ 122,682 $ 70,525 Fees that cannot be deducted from taxes 1,666 1,730 Non-taxable income ( 116,797 ) ( 98,683 ) Surcharges on unappropriated earnings - 37,446 Land value increment tax 7,711 11,888 Unrecognized deductible temporary differences 2,711 27,051 Income tax expenses from previous years adjusted for the year 15,423 ( 2,460) Income tax expenses recognized in profit or loss $ 33,396 $ 47,497 |
2022 | |
|---|---|---|
| $ - 37,446 11,888 2,460) 46,874 623 $ 47,497 as follows: 2022 |
||
| $ 352,623 $ 70,525 1,730 ( 98,683 ) 37,446 11,888 27,051 ( 2,460) $ 47,497 |
- 46 -
b. Income tax recognized directly in equity
| b. Income tax recognized directly in equity |
||
|---|---|---|
| 2023 Current income tax Disposal of equity instruments at fair value through other comprehensive income or loss ( $ 33,444 ) Deferred income tax Disposal of equity instruments at fair value through other comprehensive income or loss 33,444 Income tax recognized directly in equity $ - c. Income tax recognized in other comprehensive income 2023 Current income tax — Unrealized gain (loss) on financial assets at FVTOCI ($ 15,434) Deferred income tax Recognized for the year — Translating of foreign operations ( 520 ) — Unrealized gain (loss) on financial assets at FVTOCI 765 245 Income tax recognized in other comprehensive income ($ 15,189) d. Deferred tax assets |
2022 | |
| $ - - $ - 2022 |
||
| $ - 359 - 359 $ 359 |
The movements of deferred tax assets were as follows:
| 2023 Deferred tax assets Financial assets at FVTOCI Loss carryforward Property, plant and equipment Investment properties Exchange differences of foreign operations |
Balance, beginning of year $ 34,209 - 12,597 12,967 1,105 $ 60,878 |
Recognized in profit and loss $ - 54,289 ( 355 ) ( 264 ) - $ 53,670 |
Recognized in other comprehensive income ( $ 765 ) - - - 520 ($ 245) |
Recognized in equity ( $ 33,444 ) - - - - ($ 33,444) |
Balance, end of year |
Balance, end of year |
|
|---|---|---|---|---|---|---|---|
| $ - 54,289 12,242 12,703 1,625 $ 80,859 |
- 47 -
| 2022 Deferred tax assets Financial assets at FVTOCI Property, plant and equipment Investment properties Exchange differences of foreign operations |
Balance, beginning of year $ 34,209 12,952 13,235 1,464 $ 61,860 |
Recognized in profit and loss $ - ( 355 ) ( 268 ) - ($ 623) |
Recognized in other comprehensive income $ - - - ( 359) ($ 359) |
Balance, end ofyear |
Balance, end ofyear |
|---|---|---|---|---|---|
( ( ( |
( ( |
$ 34,209 12,597 12,967 1,105 $ 60,878 |
e. 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 |
December 31, 2023 $ 28,745 |
December 31, 2022 | December 31, 2022 |
|---|---|---|---|
| $ 26,033 |
f. Income tax assessments
The Company's annual income tax return of a profit-seeking enterprise have been assessed by the tax authorities through the 2020 annual income tax return of a profitseeking enterprise.
22. Earnings Per Share
Numerator and denominator used in the computation of earnings per share (EPS) are as follows:
| follows: | |||||
|---|---|---|---|---|---|
| 2023 Basic EPS Net income to calculate basic EPS Effect of dilutive potential ordinary share Employees' compensation Diluted EPS Net income to calculate diluted EPS 2022 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 $ 580,013 - $ 580,013 $ 305,126 - $ 305,126 |
Shares (denominator) (thousand shares) 261,758 1,058 262,816 261,758 979 262,737 |
Earnings per share (NT$) |
||
| after tax | |||||
| $ 2.22 $ 2.21 $ 1.17 $ 1.16 |
- 48 -
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
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, 2023
| December 31, 2023 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at FVTOCI Investments in equity instruments — Domestic listed stocks |
Level 1 $ 5,957,652 |
Level 2 $ - |
Level 3 $ - |
Total | ||||
| $ 5,957,652 |
- 49 -
December 31, 2022
| December 31, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Financial assets at FVTOCI Investments in equity instruments — Domestic listed stocks |
Level 1 $ 4,143,878 |
Level 2 $ - |
Level 3 $ - |
Total | ||||
| $ 4,143,878 |
There was no transfer between Level 1 and Level 2 for the years ended December 31, 2023 and 2022.
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) |
December 31,2023 $ 1,839,730 5,957,652 16,130,939 |
December 31,2022 |
| $ 183,680 4,143,878 9,827,519 |
-
Note 1: The balances included financial assets measured at amortized cost which comprise cash, notes receivable, trade receivables - net, trade receivables from related parties, other receivables, other receivables from related parties, 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, trade payables, trade payables to related parties, other payables, long-term borrowings - current portion, long-term borrowings, guarantee deposits, etc.
-
c. Financial risk management objectives and policies
-
The Company's major financial instruments include investments in equity instruments, trade receivables, trade payables, short-term bills payable and borrowings. 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
-
50 -
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
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
Interest rate risk arises when the Company borrows funds at both fixed and floating rates. The Company manages interest rate risk by maintaining an appropriate mix of fixed and floating interest rates. The Company periodically evaluates interest rate fluctuations to ensure that the most cost-effective hedging strategy is utilized by adjusting the affected positions to be consistent with interest rate perspectives and the established risk appetite.
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 31,2023 $ 5,852,816 147,616 8,907,081 |
December 31,2022 |
| $ 1,453,568 110,594 7,519,921 |
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
- 51 -
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 consolidated company's income before tax for the years ended December 31, 2023 and 2022 would decrease by NT$87,595 thousand and NT$74,093 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.
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, 2023 and 2022. The consolidated company's pre-tax other comprehensive income for the years ended December 31, 2023 and 2022 would have decreased by NT$595,765 thousand and NT$414,388 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. 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.
- 52 -
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.
Trade receivables from customers are diversified because the Company has transactions with different customers and does not have any concentration of credit risk. The Company evaluates the financial position of its trade receivables customers on an ongoing basis.
- 3) Liquidity risk
The ultimate responsibility for liquidity risk management rests with the Board of Directors. The Company has put in place an appropriate liquidity risk management framework to address short, medium and long-term funding and liquidity management needs. The Company manages liquidity risk by maintaining adequate banking facilities and retaining the flexibility to raise funds in the capital markets, monitoring projected and actual cash flows on an ongoing basis and planning for the settlement of liabilities with financial assets of similar maturity.
- (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.
| 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 Guarantee deposits received |
December 31, 2023 | December 31, 2023 | ||||
|---|---|---|---|---|---|---|
| Within 6 months $ 3,534,557 5,857,000 75,627 1,133,044 58,706 117,516 2,050 $10,778,500 |
6 months ~ 1 year $ 2,394,219 - - - 79,671 118,494 - $ 2,592,384 |
Above 1year $ - - - - 3,271,676 21,944 $ 3,293,620 |
Total | |||
| $ 5,928,776 5,857,000 75,627 1,133,044 138,377 3,507,686 23,994 $16,664,504 |
- 53 -
| 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 Guarantee deposits received |
December 31,2022 | December 31,2022 | ||||
|---|---|---|---|---|---|---|
| Within 6 months $ 4,492,142 1,458,000 65,093 333,490 62,020 124,827 3,250 $ 6,538,822 |
6 months ~ 1 year $ 1,033,718 - - - 64,185 100,207 - $ 1,198,110 |
Above 1year $ - - - 297,716 5,898 2,234,243 22,378 $ 2,560,235 |
Total | |||
| $ 5,525,860 1,458,000 65,093 631,206 132,103 2,459,277 25,628 $10,297,167 |
- (b) Financing facilities
The bank loans are a significant source of liquidity for the Company. As of December 31, 2023 and 2022, the Company's amount of unused bank financing facilities amounted to NT$3,098,900 and NT$1,010,000, 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
Fuhua engineering Co., Ltd. Hung Ching Kwan Co., Ltd. Hung Ching New Co., Ltd. ASE WeMall M&C Co. Luchu Development Corporation Advanced Semiconductor Engineering, Inc. and its subsidiaries Jason C.S. Chang Richard H.P. Chang Ding Gu Properties Co., Ltd. Wealthy Joy Co., Ltd., Taiwan Branch (British Virgin Islands) (Wealthy Joy) ASE Test, Inc. Resources Sino Limited (BVI), Taiwan Branch Baiji Investment Co., Ltd. Wanyu Investment Co., Ltd. ASE Environmental Protection and
Relationship with the Company Subsidiaries Subsidiaries Subsidiaries Subsidiaries Subsidiaries Investor having significant influence
Investor having significant influence Investor having significant influence Affiliates
Substantial related party
Substantial related party Substantial related party
Substantial related party Substantial related party Substantial related party
Sustainability Foundation
- 54 -
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. Investor having significant influence Advanced Semiconductor Engineering, Inc. Affiliates Ding Gu Properties Co., Ltd. Substantial related party Wealthy Joy Baiji Investment Co., Ltd. Wanyu Investment Co., Ltd. Subsidiaries Hung Ching Kwan Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching New Co., Ltd. ASE WeMall M&C Co. |
2023 $ 1,666,600 $ 9,943 20 1,371 20 20 57 $ 57 57 50 $ 11,595 |
2022 | ||
| $ - $ 12,686 - 971 - - 57 $ 57 57 48 $ 13,876 |
The 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.
c. Purchase
Category and name of related
| Category and name of related | ||||
|---|---|---|---|---|
| party Subsidiaries Fuhua engineering Co., Ltd. |
2023 $ 3,384,692 |
2022 | ||
| $ 2,295,944 |
- 55 -
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.
- d. Receivables from related parties
| Item Trade receivables from related parties Other receivables - related party |
Category and name of related party Investor having significant influence Advanced Semiconductor Engineering, Inc. Affiliates Ding Gu Properties Co., Ltd. |
December 31, 2023 $ 1,400 $ 1,621,816 |
December 31, 2022 |
December 31, 2022 |
|---|---|---|---|---|
| $ 1,400 $ - |
The Company and its subsidiaries' transaction terms for related parties are comparable with those for third parties.
The Company provided short-term financing funds to Ding Gu Properties. As of December 31, 2023, the principal amount was NT$1,618,800 thousand, interest receivable was NT$3,016 thousand, and interest income of NT$8,016 thousand was recognized.
Outstanding receivables from related parties are not guaranteed. No provision for expected credit impairment losses has been made for amounts due from related parties in fiscal years 2023 and 2022.
e.
Payables from related parties (excluding borrowings from related parties)
| Item Trade payables to related parties |
Category and name of relatedparty Subsidiaries Fuhua engineering Co., Ltd. |
December 31, 2023 $ 1,133,044 |
December 31, 2022 |
December 31, 2022 |
|---|---|---|---|---|
| $ 631,206 |
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.
- 56 -
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, 2023 and 2022 were both NT$22,857 thousand.
g. Endorsements/guarantees
Real estate of subsidiary is provided for the amount of the Company's endorsements/guarantees. Please refer to Appendix 2.
h. Compensation of key management personnel
| Short-term employee benefits Post-retirement benefits |
2023 $ 40,893 700 $ 41,593 |
2022 | ||
|---|---|---|---|---|
| $ 46,453 706 $ 47,159 |
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.
i.
j.
k.
l.
In fiscal years 2023 and 2022, investors with significant influence provided notes and real estate as collateral for the Company's issuance of short-term borrowings and short-term notes.
In May 2023, the Company purchased 86.05% of the shares of Luchu Development Corporation from Advanced Semiconductor Engineering, Inc. and ASE Test, Inc., following a resolution by the Board of Directors. The total consideration for the transaction was NT$2,362,024 thousand. The transaction was completed in December 2023, and Luchu Development Corporation became a subsidiary of the Company.
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.
The Company and Advanced Semiconductor Engineering, Inc. signed a jointlyconstructed with house divided contract in August 2021. It is agreed that the Company and Advanced Semiconductor Engineering, Inc. shall provide funds and part of the plant land respectively, and jointly build the plant in the mode of jointly-constructed with house divided. In addition, the two parties shall negotiate with a professional appraisal agency to evaluate the distribution ratio of jointly-construction
- 57 -
rights value. After the completion of the construction of the plant, Advanced Semiconductor Engineering, Inc. and its affiliates have the right of first refusal to purchase the property rights acquired by the Company in accordance with the jointly-construction distribution ratio. In August 2023, the Board of Directors resolved to sell the property rights of the building and the corresponding landholdings acquired under the joint venture allocation ratio to Advanced Semiconductor Engineering, Inc. for NT$1,666,600 thousand, and the transfer was completed in the same month.
m. The Company and Ase Electronics Inc. signed a jointly-constructed with house divided contract in August 2021. It is agreed that the Company and Ase Electronics Inc. shall provide funds and leased land respectively, and jointly build the plant in the mode of jointly-constructed with house divided. In addition, the two parties shall negotiate with a professional appraisal agency to evaluate the distribution ratio of jointly-construction rights value. After the completion of the construction of the plant, Ase Electronics Inc. and its affiliates have the right of first refusal to purchase the property rights acquired by the Company in accordance with the jointly-construction distribution ratio. The joint construction plan between the Company and Ase Electronics Inc. has not been started so far, and the joint construction plan has been terminated by mutual agreement, and the joint construction contract has been terminated by the Board of Directors of the Company in August 2022.
n. The Company and Advanced Semiconductor Engineering, Inc. signed a jointlyconstructed with house divided contract in April 2022. It is agreed that the Company and Advanced Semiconductor Engineering, Inc. shall provide funds and part of the plant land respectively, and jointly build the plant in the mode of jointly-constructed with house divided. In addition, the two parties shall negotiate with a professional appraisal agency to evaluate the distribution ratio of jointly-construction rights value. After the completion of the construction of the plant, Advanced Semiconductor Engineering, Inc. and its affiliates have the right of first refusal to purchase the property rights acquired by the Company in accordance with the jointly-construction distribution ratio.
-
o. In May 2023, the Board of Directors resolved to sell the investment property to Resources Sino Limited (BVI), Taiwan Branch. The sale price and gain or loss were NT$141,188 thousand and NT$61,551 thousand, respectively, and the transfer was completed in June 2023.
-
58 -
-
p. In June 2023, the Company's Board of Directors approved the signing of a memorandum of understanding for joint investment with Wealthy Joy. We plan to acquire shares of Wealthy Joy's subsidiary, Ding Gu Properties Co., Ltd. We have also agreed for Ding Gu Properties Co., Ltd. to participate as a bidder in the real estate auction. Additionally, in July 2023, the Company signed a joint investment agreement with the aforementioned joint investors. The Company has invested NT$571,200 thousand in Ding Gu Properties Co., Ltd., holding a 24% stake.
-
q. To address concerns regarding net-zero carbon emissions and the mitigation of climate change impacts, the Company's Board of Directors resolved to donate NT$200 thousand to the ASE Environmental Protection and Sustainability Foundation in November 2023 and 2022 to support the implementation of the Foundation's work plan.
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.
| Inventory, net Financial assets at FVTOCI - non-current, net Property, plant and equipment, net Investment properties, net |
December 31,2023 $ 8,398,277 5,937,975 364,897 2,717,143 |
December 31,2022 |
|---|---|---|
| $ 4,268,895 3,787,926 365,929 2,882,337 |
27. Supplementary Disclosures
-
a. Information on Significant Transactions and
-
b. Information on Invested Companies
-
1) Financing provided to others: Appendix 1.
-
2) Endorsements/guarantees provided for others: Appendix 2.
-
3) Marketable securities held at year end (excluding investment in subsidiaries, associates and joint ventures): Appendix 3.
-
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: Appendix 4.
-
5) Acquisition of real estate at costs of at least NT$300 million or 20% or greater of the paid-in capital: None.
-
59 -
-
6) Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital or more: Appendix 5.
-
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 6.
-
8) Receivables from related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital: Appendix 7.
-
9) Trading in derivative instruments: None.
-
10) Information on investees: Appendix 8.
-
c.
-
Information on Investments in Mainland China
-
1) Information on any investee in mainland China, showing the name, principal business activities, paid-in capital, method of investment, inward and outward remittance of funds, shareholding percentage, net income of investee, investment gain (loss) recognized in the current period, carrying amount of the investment at the end of the period, repatriations of investment income, and limit on the amount of investment in the mainland China area: Appendix 9.
-
2) Significant transactions directly or indirectly through third region with investee companies in mainland China, and their prices, terms of payment, unrealized gain or loss: None.
-
(a) Purchase amount and percentage, and the ending balance and percentage of the related payables: None.
-
(b) Sales amount and percentage, and the ending balance and percentage of the related receivables: None.
-
(c) Property transaction amounts and the resulting gain or loss: None.
-
(d) Ending balances and the purposes of endorsements/guarantees or collateral provided: None.
-
(e) The maximum remaining balance, ending balance, range of interest rate and total amount of current interest of financing facilities: None.
-
(f) Other transactions having a significant impact on profit or loss or financial position for the period, such as provision or receipt of service: None.
-
-
d. Major shareholder information: List of all shareholders with ownership of 5% or greater showing the names and the number of shares and percentage of ownership held by each shareholder. (Appendix 10)
-
60 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
Financing provided to others January 1 to December 31, 2023
Appendix 1
Unit: NT$ (Foreign Currency) Thousands
| Code | Company Lending Funds |
Loan Recipient | Financial Statement Account |
Maximum Balance for the Period (Note 1) |
Ending Balance (Note 2) |
Actual Amount Used |
Interest Rate Range % |
Nature of Financing |
Transaction Amounts |
Reasons for Short-term Financing |
Allowance for Bad Debts |
Collateral | Collateral | Financing Limits for Each Borrower (Note 3) |
Capital Loan and Maximum Limit (Note 4) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Value | ||||||||||||||
| 1 | Hung Ching Development & Construction Co., Ltd. |
Ding Gu Properties Co., Ltd. |
Other receivables - related party |
$ 1,618,800 | $ 1,618,800 | $ 1,618,800 | 2.4%-2.6% | Short-term financing |
$ - | Operating requirement s |
$ - | None | $ - | $ 2,283,717 | $ 4,567,434 |
Note 1: The maximum balance of financing provided to others for the fiscal year.
Note 2: If a public company submits a board of directors' resolution for a loan of funds pursuant to Article 14, Paragraph 1 of the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies, even though the funds have not yet been appropriated, the amount of the board of directors' resolution should be included in the announcement of the balance of the loan in order to disclose the risk it has assumed. However, if the funds are repaid later, the balance of the loan after the repayment of the funds should be disclosed in order to reflect the adjustment of the risk. If a public company's board of directors resolves to authorize the chairman of the board of directors to make loans or revolving loans within a certain amount and a period of one year in accordance with Article 14, Paragraph 2 of the Regulations, the remaining balance of the announcement should still be reported as the amount of funds loaned as approved by the board of directors, and even though the funds are repaid subsequently, the amount of funds loaned should be reported as the remaining balance of the announcement in consideration of the possibility of loaning the funds again.
Note 3: Lending limits to individual companies or firms: Loans for short-term financing needs shall not exceed twenty percent of the Company's latest financial statement net worth. Note 4: Where an inter-company or inter-firm short-term financing facility is necessary, provided that such financing amount shall not exceed forty percent of the lender's net worth.
- 61 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
Endorsements/guarantees provided for others January 1 to December 31, 2023
Appendix 2
Unit: NT$1,000
| 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 |
$ 1,702,278 | $ 1,000,000 | $ 1,000,000 | $ 650,000 | $ 1,000,000 | 117.49% | $ 1,702,278 | N | Y | N |
Note 1: It was calculated based on 200% of the net value of shareholders' equity of Hung Ching Kwan's financial statements audited by the certified public accountant as of December 31, 2023. Note 2: Real estate provided by Hung Ching Kwan as collateral.
- 62 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
Marketable securities held at year end
December 31, 2023
Appendix 3
Unit: NT$ or Foreign Currency Thousands
| Name of Holding Company |
Type and Name of Marketable Security | Relationship with the Issuer of Marketable Security |
Account Title | Year End | Year End | Note | ||
|---|---|---|---|---|---|---|---|---|
| Shares (In Thousand Shares) / Number of Shares / Unit |
Carrying Amount |
Shareholding Percentage % |
Fair Value | |||||
| The Company Hung Ching New Co., Ltd. Luchu Development Corporation |
Stock ASE Industrial Holding Co., Ltd. Stock Hung Ching Development & Construction Co., Ltd. Fund TCB US Short Duration High Yield Bond Fund — A non-dividend-paying (TWD) Stock Powerchip Semiconductor Manufacturing Corporation Powerchip Investment Holding Corporation |
Major shareholder of the Company Parent company - - - |
Financial assets at FVTOCI - non-current, net Financial assets at FVTOCI - non-current, net Financial assets at FVTPL - current Financial assets at FVTOCI - non-current, net Financial assets at FVTOCI - non-current, net |
44,131 8,548 300 1,434 1,016 |
$ 5,957,652 237,199 2,980 42,240 30,629 |
1.0% 3.2% - 0.04% 0.07% |
$ 5,957,652 237,199 2,980 42,240 30,629 |
Notes 1 and 2 Note 2 Note 3 Note 2 Note 4 |
Note 1: Of which 43,985 thousand shares (net carrying amount of NT$5,937,975 thousand) were provided to financial institutions as financial guarantees.
Note 2: Market price was calculated based on the closing price as of December 31, 2023.
Note 3: Market price was calculated based on the net value as of the last transaction date in December, 2023.
Note 4: Fair value measurement is measured on the asset-based approach.
- 63 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
Marketable securities acquired or disposed of at costs or prices at least NT$300 million or 20% or greater of the paid-in capital
January 1 to December 31, 2023
Appendix 4
Unit: NT$ Thousands, Unless Otherwise Noted
| Company of Purchase and Sale |
Type and Name of Marketable Security |
Account Title | Counterparty | Relationship | Beginningof the Period | Beginningof the Period | Purchase | Purchase | Sell | Sell | Year End | Year End | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Shares | Amount | Shares | Selling Price | Carrying Cost | Gain/Loss on Disposal |
Shares | Amount (Note 1) |
|||||
| The Company | Ordinary shares Ding Gu Properties Co., Ltd. Luchu Development Corporation |
Investments accounted for using the equity method Investments accounted for using the equity method |
Ding Gu Properties Co., Ltd. Advanced Semiconducto r Engineering, Inc. and ASE TEST, INC. |
Affiliates Subsidiaries |
- - |
$ - - |
57,120,000 208,853,490 |
$ 571,200 2,649,560 |
- - |
$ - - |
$ - - |
$ - - |
57,120,000 208,853,490 |
$ 570,995 2,651,698 |
Note 1: Investments accounted for under the equity method include investment income or loss recognized under the equity method and adjustments to stockholders' equity.
- 64 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
Disposal of individual real estate at prices of at least NT$300 million or 20% of the paid-in capital or more
January 1 to December 31, 2023
Appendix 5
Unit: NT$1,000
| Company that Disposed Real Estate |
Name of Property |
Date of Occurrence |
Original Acquisition Date |
Carrying Amount |
Transaction Amount |
Price Collection Status |
Gain/Loss on Disposal |
Counterparty | Relationship | Purpose of Disposal |
Price Determination Reference Basis |
Other Agreement Terms |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| The Company | Kaohsiung K27 Plant |
112.08.09 |
112.08.01 | $ 1,380,733 | $ 1,666,600 | Fully received | $ 285,867 | Advanced Semiconductor Engineering, Inc. |
Major shareholder of the Company |
Sale of the general factory office building to increase revenue |
Appraisal reports (NT$1,700,666 thousand by CBRE (Taiwan) Valuation & Advisory Services; NT$1,638,556 thousand by Cushman & Wakefield) and negotiation of two parties |
None |
Note 1: The transaction amount is a before tax price.
Note 2: The transfer was completed on August 23, 2023.
- 65 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
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, 2023
Appendix 6
Unit: NT$1,000
| Buyer/Seller | Counterparty | Relationship | Transaction Details | Transaction Details | Terms and Reasons of Abnormal Transaction |
Terms and Reasons of Abnormal Transaction |
Notes/Trade Receivable (Payable) |
Notes/Trade Receivable (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 Co., Ltd. |
Fuhua engineering Co., Ltd. The Company |
Subsidiaries Parent company |
Purchase Sales |
$ 3,384,692 ( 3,162,378 ) |
95.79% ( 99.79% ) |
In comply with the terms of contracts In comply with the terms of contracts |
$ - - |
- - |
( $ 1,133,044 ) 1,133,044 |
93.74% 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 Co., Ltd. and the Company was due to the recognition of related revenue and cost by Fuhua engineering under the percentage of completion method.
- 66 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
Receivables from related parties amounting to at least NT$100 million or 20% or greater of the paid-in capital
December 31, 2023
Appendix 7
Unit: NT$1,000
| 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 Co., Ltd. | The Company | Parent company | $ 1,133,044 | Note 1 | $ - | - | $ 573,703 | $ - |
Note 1: In comply with the collection term of the contract. Not applicable.
- 67 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
Information on investee companies, locations, and other related information
January 1 to December 31, 2023
Appendix 8
Unit: NT$ or Foreign Currency Thousands
| Name of Investor Company |
Name of Investee Company | Location | Main Businesses | Initial Investment Amount | Initial Investment Amount | Held at Year End | Held at Year End | Held at Year End | Investee Company's Income in the Current Period |
Investment Gain (Loss) Recognized in the Current Period (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 Co., Ltd. Fuhua engineering Co., Ltd. Hung Ching New Co., Ltd. ASE WeMall M&C Co. Hung Ching Co., Limited Superb First Co., Ltd. Luchu Development Corporation Ding Gu Properties Co., Ltd. |
Taipei City Taipei City Taipei City Taipei City Hong Kong Seychelles Taipei City Taipei City |
Leasing of mall and office building Contractor of construction projects Retailer of household equipment and supplies Management consulting business General investment General investment Real estate development Management consulting business |
$ 907,441 539,077 179,996 5,000 9,912 18,285 2,649,560 571,200 |
$ 907,441 539,077 179,996 5,000 9,912 18,285 - - |
82,495 65,000 46,300 500 1,099 600 208,853 57,120 |
63.46 100.00 100.00 100.00 100.00 100.00 96.54 24.00 |
$ 540,134 457,740 49,537 4,652 79,836 60,242 2,651,698 570,995 |
( $ 44,196 ) 250,550 5,583 ( 375 ) ( 3,583 ) 9,690 2,217 ( 854 ) |
( $ 28,046 ) 73,224 ( 2,965 ) ( 375 ) ( 3,583 ) 9,690 148 ( 205 ) |
Note 2 Note 3 |
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 NT$294,851 thousand and realized gains of NT$117,525 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 NT$8,548 thousand. Note 4: Please refer to Appendix 9 for information on investments in mainland China.
- 68 -
Hung Ching Development & Construction Co., Ltd. and Invested Company
Information on investments in mainland China
January 1 to December 31, 2023
Appendix 9
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 Remittance of Funds in the Current Period |
Outward/Inward Remittance of Funds in the Current Period |
Outward/Inward Remittance of Funds in the 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 |
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 |
$ | 9,912 2,435 18,285 |
Note 1 Note 2 Note 3 |
$ 9,912 - 18,285 |
$ - - - |
$ - - - |
$ 9,912 - 18,285 |
( $ 3,583 2,049 9,690 |
100% 100% 100% |
( $ 3,583 ) 2,049 9,690 |
$ 79,836 35,882 60,242 |
$ - - - |
||
| Accumulated Outward Remittance for Investment from Taiwan to Mainland China - End of the Period |
Investment Amounts Authorized by the Investment Commission, MOEA |
Upper Limit on Investment on the Company's Investments in Mainland China |
|||||||||||||
| $ 71,205 | $ 72,740 | $7,094,776(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.
- 69 -
Hung Ching Development & Construction Co., Ltd.
Information on major shareholders
December 31, 2023
Appendix 10
| Major Shareholder's Name | Shares | Shares |
|---|---|---|
| Number of Shares Held |
Shareholding Percentage(%) |
|
| Morgan Stanley & Co. International Plc, Value Investing Company with HSBC as custodian Advanced Semiconductor Engineering, Inc. Brilliant Capital Profits Limited with HSBC as custodian |
84,360,669 68,629,782 22,433,200 |
31.20 25.38 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.
- 70 -
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 Financial assets at FVTOCI - 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, Statement6 Note 16 Note 14, Statement 7 Statement 8 Statement 8 Statement 9 Statement 9 Note 20 Note 20 Note 20, Statement10 |
- 71 -
Hung Ching Development & Construction Co., Ltd.
Statement of cash
December 31, 2023
Statement 1
Unit: NT$ Thousands, Unless Otherwise
Noted
| Item Petty cash and cash on hand Bank deposits Time deposits |
Summary | Amount | |
|---|---|---|---|
| $ 762 147,616 $ 148,378 |
- 72 -
Hung Ching Development & Construction Co., Ltd.
Statement of changes in inventories, net
January 1 to December 31, 2023
| Statement 2 Construction Project Real estate under development Real estate held for development Building and land held for sale Total |
Amount at Beginning of Year $ 3,686,138 4,390,779 1,332,654 $ 9,409,571 |
Increase (Decrease) for the Year $ 3,533,482 129 1,523,936) $ 2,009,675 |
Reclassification and Others (Note 1) ( $ 2,094,532 ) - 2,101,632 $ 7,100 |
Unit: NT$1,000 Balance, End of Year |
Unit: NT$1,000 Balance, End of Year |
||
|---|---|---|---|---|---|---|---|
( |
( |
$ 5,125,088 4,390,908 1,910,350 $ 11,426,346 |
Note 1: Including NT$2,094,532 thousand from real estate under development to real estate held for sale and NT$7,100 thousand from reversal of inventory write-down gain on real estate held for sale.
Note 2: The carrying amount of inventories amounted to NT$8,398,277 thousand was provided as collateral for short-term borrowings, short-term bills payable and long-term borrowings.
- 73 -
Hung Ching Development & Construction Co., Ltd.
Financial assets at FVTOCI - non-current
January 1 to December 31, 2023
Statement 3
Unit: In Thousands of New Taiwan Dollars/In Thousand Shares
| Name Domestic listed stocks ASE Industrial Holding Co., Ltd. |
Balance,Beginningof Year Shares Fair Value 44,131 $ 4,143,878 |
Balance,Beginningof Year Shares Fair Value 44,131 $ 4,143,878 |
Changes for the Year Shares Amount - $ - |
Changes for the Year Shares Amount - $ - |
Unrealized Gain (Loss) on Financial Products $ 1,813,774 |
Balance,End of Year Shares Fair Value 44,131 $ 5,957,652 |
Balance,End of Year Shares Fair Value 44,131 $ 5,957,652 |
Guarantee or Pledge |
|---|---|---|---|---|---|---|---|---|
| Shares 44,131 |
Shares - |
Shares 44,131 |
||||||
| Note 1 |
Note 1: Of which 43,985 thousand shares (net carrying amount of NT$5,937,975 thousand) were provided to financial institutions as financial guarantees.
- 74 -
Hung Ching Development & Construction Co., Ltd.
Statement of changes in investments accounted for using the equity method
January 1 to December 31, 2023
Statement 4
Unit: In Thousands of New Taiwan Dollars/In Thousand Shares
| Investee Company's 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 M&C Co. Luchu Development Corporation Ding Gu Properties Co., Ltd. |
Balance,Beginningof Year Shares Amount 82,495 $ 568,180 65,000 575,616 1,099 84,919 46,300 62,654 600 51,653 500 5,279 - - - - $1,348,301 |
Balance,Beginningof Year Shares Amount 82,495 $ 568,180 65,000 575,616 1,099 84,919 46,300 62,654 600 51,653 500 5,279 - - - - $1,348,301 |
Changes for the Year Shares Amount - $ - - - - - - 8,548 - - - - 208,853 2,649,560 57,120 571,200 $3,229,308 |
Changes for the Year Shares Amount - $ - - - - - - 8,548 - - - - 208,853 2,649,560 57,120 571,200 $3,229,308 |
Cash Dividends $ - 191,100 ) - 18,700 ) - 252 ) - - $ 210,052) |
Investment Gain (Loss) Recognized $ 28,046 ) 73,224 3,583 ) 2,965 ) 9,690 375 ) 148 205) $ 47,888 |
Cumulative Translation Adjustments $ - - ( 1,500 ) - ( 1,101 ) - - - ($ 2,601) |
Unrealized Gain (Loss) on Financial Assets at FVTOCI $ - - - - - - 1,990 - $ 1,990 |
Balance,End of Year | Balance,End of Year | Balance,End of Year | Amount $ 540,134 457,740 79,836 49,537 60,242 4,652 2,651,698 570,995 $4,414,834 |
Market Price or Net Value of Ownership $ 851,139 1,071,657 79,836 286,736 60,242 4,652 2,123,327 2,379,148 $6,856,737 |
Note | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares 82,495 65,000 1,099 46,300 600 500 - - |
Shares - - - - - - 208,853 57,120 |
Shares 82,495 65,000 1,099 46,300 600 500 208,853 57,120 |
Shareholding % 63.5 100 100 100 100 100 96.54 24 |
|||||||||||||
( ( ( ( |
( ( ( ( ( |
( ( ( |
Note 1 Notes 1 and 2 Note 1 Notes 1 and 3 Note 1 Note 1 Note 1 Note 1 |
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 NT$294,851 thousand and NT$117,525 thousand, respectively. Net value of the equity includes cumulative unrealized gains on upstream transactions amounted to NT$613,917 thousand.
Note 3: The change for the year was the cash dividend of NT$8,548 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.
- 75 -
Hung Ching Development & Construction Co., Ltd. Statement of short-term borrowings December 31, 2023
Statement 5
Unit: NT$1,000
| Type of Borrowings and Creditor Credit loans Financial institutions 〃 〃 〃 〃 Guaranteed loans Financial institutions 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Maturity of Borrowings 2023/9/12-2024/9/12 2023/10/13-2024/4/10 2023/11/29-2024/5/27 - - 2023/07/17-2024/01/17 2023/11/16-2024/01/17 2023/11/23-2024/01/19 2023/11/20-2024/01/19 2023/12/25-2024/01/19 2023/11/20-2024/01/19 2023/11/03-2024/01/03 2023/11/24-2024/02/23 2023/10/27-2024/04/23 2023/07/28-2024/06/29 2023/09/08-2024/09/08 2023/12/28-2024/12/27 2023/12/20-2024/03/20 2023/10/24-2024/03/22 2023/12/28-2024/05/28 2023/12/21-2024/01/11 2023/12/13-2024/01/12 2023/07/11-2024/01/05 2023/09/08-2024/03/06 2023/12/18-2024/06/25 2023/12/08-2024/01/11 2023/11/03-2024/01/03 2023/11/03-2024/01/03 |
Interest Rate (%) Note 1 Note 1 Note 1 Note 1 Note 1 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 Note 2 |
Balance, End of Year $ 270,000 30,000 30,000 - - 330,000 50,000 50,000 220,000 110,000 70,000 500,000 350,000 150,000 300,000 80,000 250,000 1,850,000 50,000 90,000 110,000 350,000 28,000 280,000 20,000 50,000 200,000 280,000 100,000 5,538,000 $ 5,868,000 |
Financing Facilities $ 270,000 30,000 30,000 30,000 50,000 410,000 50,000 50,000 220,000 110,000 70,000 500,000 350,000 170,000 300,000 100,000 250,000 1,850,000 100,000 90,000 110,000 350,000 28,000 430,000 20,000 50,000 200,000 280,000 100,000 5,778,000 $ 6,188,000 |
Collateral |
|---|---|---|---|---|---|
| None None None None None Richard H.P. Chang provided certificate of time deposit Richard H.P. Chang provided certificate of time deposit Richard H.P. Chang provided certificate of time deposit Richard H.P. Chang provided certificate of time deposit Richard H.P. Chang provided certificate of time deposit Richard H.P. Chang provided certificate of time deposit Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Investment properties Inventory - real estate held for development Inventory - real estate held for development Inventory - real estate held for development Inventory - real estate held for development Inventory - real estate held for development Hung Ching Kwan Co., Ltd. provided real estate Hung Ching Kwan Co., Ltd. provided real estate |
Note 1: Interest rates range from 2.25% to 2.50%. Note 2: Interest rates range from 1.83% to 2.84%.
- 76 -
Unit: NT$1,000
Hung Ching Development & Construction Co., Ltd. Statement of short-term bills payable
December 31, 2023
Statement 6
| Guarantee Agency Commercial paper payable TCB Bills DBS Bank TCB Bills Taching Bills DBS Bank International bills Grand Bills Grand Bills Shin Kong Bank DBS Bank Taching Bills DBS Bank DBS Bank DBS Bank Mega Bills Mega Bills Mega Bills DBS Bank DBS Bank |
Issuance Period 2023/12/22-2024/01/11 2023/12/13-2024/01/12 2023/12/22-2024/01/11 2032/12/13-2024/01/12 2023/12/15-2024/01/12 2023/12/08-2024/01/05 2023/12/08-2024/01/05 2023/12/08-2024/01/05 2023/12/13-2024/01/12 2023/12/08-2024/01/05 2023/12/13-2024/01/12 2023/11/24-2024/01/05 2023/12/08-2024/01/05 2023/12/07-2024/01/10 2023/12/25-2024/01/11 2023/12/27-2024/01/11 2023/12/27-2024/01/11 2023/11/24-2024/01/19 2023/11/27-2024/01/19 |
Interest Rate Interval(%) Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note Note |
Amount | Carrying Amount $ 244,799 779,315 54,955 549,541 449,619 109,959 190,932 46,983 269,781 759,739 229,808 349,886 428,851 99,930 129,897 189,849 499,602 249,665 219,705 $ 5,852,816 |
Financing Facilities $ 300,000 780,000 55,000 550,000 450,000 110,000 200,000 47,000 320,000 800,000 230,000 374,900 429,000 100,000 190,000 190,000 500,000 280,000 220,000 $ 6,125,900 |
Collateral | ||
|---|---|---|---|---|---|---|---|---|
| Total Issued Amount $ 245,000 780,000 55,000 550,000 450,000 110,000 191,000 47,000 270,000 760,000 230,000 350,000 429,000 100,000 130,000 190,000 500,000 250,000 220,000 $ 5,857,000 |
Unamortized Discount $ 201 685 45 459 381 41 68 17 219 261 192 114 149 70 103 151 398 335 295 $ 4,184 |
|||||||
| Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Inventory - real estate held for development Inventory - real estate held for development Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Inventory - real estate held for development Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Financial assets at FVTOCI - ASE Industrial Holding Co. Stock Inventory - building and land held for sale Hung Ching Kwan Co., Ltd. provided real estate Credit loans Jason C.S. Chang guarantee Fixed assets and investment properties Inventory - building and land held for sale Inventory - building and land held for sale Inventory - real estate held for development Inventory - real estate held for development Inventory - building and land held for sale Inventory - building and land held for sale Inventory - building and land held for sale |
Note: Interest rates range from 2.378% to 2.75%.
- 77 -
Hung Ching Development & Construction Co., Ltd.
Statement of long-term borrowings
December 31, 2023
Statement 7
Unit: NT$ Thousands, Unless Otherwise Noted
| Name Guaranteed loans Bank of Taiwan KGI Bank Bank of Taiwan Bank of Taiwan |
Borrowings Duration 2018/05/16-2033/05/16 2022/09/23-2025/09/15 2023/03/25-2026/03/25 2023/08/23-2026/05/02 |
Repayment Method Note 1 Note 2 Note 3 Note 4 |
Annual Interest Rate(%) Note 5 Note 5 Note 5 Note 5 |
Expires within One Year $ 157,388 - - - $ 157,388 |
Expires in More than One Year $ 1,491,693 200,000 980,000 210,000 $ 2,881,693 |
Balance $ 1,649,081 200,000 980,000 210,000 $ 3,039,081 |
Collateral or Pledge | |
|---|---|---|---|---|---|---|---|---|
| Investment properties Inventory - real estate held for development Inventory - real estate under development Inventory - real estate under development |
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 the date of maturity.
Note 3: Repayment method of interests paid monthly, and principal paid by the date of maturity.
Note 4: Repayment method of interests paid monthly, and principal paid by the date of maturity.
Note 5: Interest rates range from 2.49% to 2.90%.
- 78 -
Hung Ching Development & Construction Co., Ltd.
Statement of operating revenue and cost January 1 to December 31, 2023
Unit: NT$1,000
| Statement 8 Item Construction and planning business Kaohsiung K27 Plant Other (Note 1) Lease business Other business |
Construction and Planning Revenue, Net $ 1,666,600 279,584 1,946,184 147,926 52,806 $ 2,146,916 |
Unit: NT$1,000 Construction and Planning Cost |
|
| $ 1,380,733 136,103 1,516,836 107,393 49,298 $ 1,673,527 |
Note 1: The amount of each item does not exceed 5% of the account balance.
- 79 -
Hung Ching Development & Construction Co., Ltd.
Statement of operating expenses
January 1 to December 31, 2023
Statement 9
Unit: NT$1,000
| Item Advertising expenses Salary (Note 1) Miscellaneous fees Taxation Consultant fee Other (Note 2) |
Selling and Marketing Expenses $ 28,224 8,695 2,802 - - 3,223 $ 42,944 |
General and Administrative Expenses $ 4,140 50,521 42,293 21,393 22,857 29,784 $ 170,988 |
Total | |
|---|---|---|---|---|
| $ 32,364 59,216 45,095 21,393 22,857 33,007 $ 213,932 |
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.
- 80 -
Hung Ching Development & Construction Co., Ltd.
Statement of employee benefits, depreciation and amortization expenses by function
January 1 to December 31, 2023 and 2022
Statement 10
Unit: NT$1,000
| Employee benefits expenses Salary expenses Labor and health insurance premiums Pension expenses Remuneration of directors Other employee benefits expenses Depreciation expenses Amortization expenses |
2023 | Total $ 42,708 3,683 1,598 14,910 2,048 64,947 98,950 4,537 $ 168,434 |
2022 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Belongs to Operating Cost $ - - - - - - 96,444 - $ 96,444 |
Belongs to Operating Expenses $ 42,708 3,683 1,598 14,910 2,048 64,947 2,506 4,537 $ 71,990 |
Belongs to Operating Cost $ 212 18 13 - 5 248 99,539 - $ 99,787 |
Belongs to Operating Expenses $ 43,305 4,109 1,656 8,900 1,936 59,906 3,622 4,770 $ 68,298 |
Total | ||||||||
| $ 43,517 4,127 1,669 8,900 1,941 60,154 103,161 4,770 $ 168,085 |
-
Note 1: The average number of employees in 2023 and 2022 was 40 and 41, respectively, of which the number of directors who were not also employees was 7 in both cases.
-
Note 2: The average employee benefits expenses were NT$1,516 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 NT$1,507 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 employee’s salary expenses were NT$1,294 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 NT$1,280 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 1%. ([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:
-
81 -
-
(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.
-
82 -