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JSL Audit Report / Information 2024

Nov 14, 2024

52149_rns_2024-11-14_74a18a6b-da90-4eb0-beab-8c9be0005227.pdf

Audit Report / Information

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1

Stock Code:2540

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent Auditors’ Report For the Years Ended December 31, 2024 and 2023

Address: 2F, No.128 Langjiang Road, Zhongshan District, Taipei city 104, Taiwan Telephone: (02)8773-6688

The independent auditors’ report and the accompanying consolidated 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 consolidated financial statements, the Chinese version shall prevail.

2

Table of contents

Contents
1. Cover Page
2. Table of Contents
3. Representation Letter
4. Independent Auditors’ Report
5. Consolidated Balance Sheets
6. Consolidated Statements of Comprehensive Income
7. Consolidated Statements of Changes in Equity
8. Consolidated Statements of Cash Flows
9. Notes to the Consolidated Financial Statements
(1)
Company history
(2)
Approval date and procedures of the consolidated financial statements
(3)
New standards, amendments and interpretations adopted
(4)
Summary of material accounting policies
(5)
Significant accounting assumptions and judgments, and major sources
of estimation uncertainty
(6)
Explanation of significant accounts
(7)
Related-party transactions
(8)
Pledged assets
(9)
Commitments and contingencies
(10) Losses Due to Major Disasters
(11) Subsequent Events
(12) Other
(13) Other disclosures
(a) Information on significant transactions
(b) Information on investees
(c) Information on investment in mainland China
(d) Major shareholders
(14) Segment information
Page
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2
3
4
5
6
7
8
9
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72
72
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79
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80
8082

3

Representation Letter

The entities that are required to be included in the combined financial statements of JSL CONSTRUCTION & DEVELOPMENT CO., LTD. as of and for the year ended December 31, 2024 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, JSL CONSTRUCTION & DEVELOPMENT CO., LTD. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Chairman: Wen Yu Chu Date: March 10, 2025

4

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KPMG 台北市110615信義路5段7號68樓(台北101大樓) 電 話 Tel + 886 2 8101 6666 68F., TAIPEI 101 TOWER, No. 7, Sec. 5, 傳 真 Fax + 886 2 8101 6667 Xinyi Road, Taipei City 110615, Taiwan (R.O.C.) 網 址 Web kpmg.com/tw

Independent Auditors’ Report

To the Board of Directors of JSL CONSTRUCTION & DEVELOPMENT CO., LTD.:

Opinion

We have audited the consolidated financial statements of JSL CONSTRUCTION & DEVELOPMENT CO., LTD. and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2024 and 2023, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of material accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretations developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“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 Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Account of Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirement. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Based on our judgment, the key audit matters that should be disclosed in this report are as follows:

1. Revenue recognition

Refer to Note 4(n) for the accounting policies on revenue recognition; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on revenue recognition; Note 6(v) ”Revenue from Contracts with Customers” for revenue recognition.

KPMG, a Taiwan partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

4-1

Description of key audit matter:

The principle income of the Group is generated from selling real estate properties,of which has a higher tendency of revenue fluctuation due to impacts of various factors such as overall economic environment, supply and demand and reform of house and land transactions income tax system; to respond to aforementioned changes, the management has set up relevant internal control procedures over income and payment collection. The consolidated service contract income for the year ended December 31, 2024 was amounted to $5,113,410 thousand. The accounting treatment of service contracts involve estimates and judgments; thus, it was continuously considered as significant audit risk for the Group. Therefore, the test of revenue recognition was one of the key audit matters in the audit of consolidated financial reports for the year ended December 31, 2024 and 2023 of the Group.

How the matter was addressed in our audit:

Our principal audit procedures included the following: Testing the effectiveness of the design and implementing the internal control system of sales revenue; Understanding the effectiveness of the control mechanism for the Group’s real estate sales revenue and collection operations. Also, to spot check the preorders forms of on site real estate sales, confirmation on completion of sales contract and site daily report for sales on site, the invoice of marketing planning services, bank transactions records; testing if the accounting treatment adopted for service contract income was in accordance with accounting policies; to sample check on sales transactions for the period before and after the financial reporting date and confirm the related vouchers to assess whether the revenue recognition period is appropriate.

2. Revenue recognition of property sales

Refer to Note 4(n) for the accounting policies on revenue recognition; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on revenue recognition; for revenue recognition, please refer to note 6(v) Revenue from Contracts with Customers.

Description of key audit matter:

The real estate industry, in which the Group is into, has a higher tendency of revenue fluctuation due to macroeconomics, economic conditions, tax policy reform and real estate demands, therefore the management has set up relevant income and collection procedures to countermeasure the aforementioned environmental changes. The revenue from property sales is $2,140,856 thousand, thus, the appropriateness of recognition of revenue from property sales cast significant impacts on financial report. Consequently, revenue recognition is one of our key audit matters.

How the matter was addressed in our audit:

Our principal audit procedures included understanding the sales revenue of property and lands of the Group and control mechanism of collection procedure as well as testing the effectiveness of the design and implementing the internal control system of sales revenue. Inspection of property and land sales contracts, bank account transaction record, collection record and real estate ownership transfer document and delivery list, etc. In addition, testing the samples of sales transaction before and after the end of the year to ensure the correctness of sales revenue.

3. Construction contracts

Refer to Note 4(n) Revenue recognition for the accounting policies on construction contract; Note 5 for details on the significant accounting assumptions and judgments, and major sources of the estimation uncertainty on construction contract; Note 6(v)“Revenues from contracts with customers” for more details revenue recognition of construction contract.

4-2

Description of key audit matter:

As the total contract price and estimated total cost of construction contracts are highly related to the subjectively judgments of the managements, inaccuracy estimations for total construction income may lead to significant changes in profit or loss of the financial reports. Therefore, there is a significant risk involved. In addition, the Group recognized construction contract revenue and cost under the percentage completion method, and degree of completion is based on the how much incurred cost accounted for the estimated total contract cost as of financial reporting date. However, such errors in the aforementioned treatment may result in material differences between the recognition timing of profit or loss and the current financial statements.

How the matter was addressed in our audit:

The principal audit procedures for the above key audit matter by the accountant include: Testing the internal control and operational effectiveness of the contract acquisition and payment collection; obtaining an additional breakdown of the total contract price of the various projects for the current period, and sample checking the external documents such as contract, agreement,incoming letters from owners,in addition of the valuation details of each period and the acceptance and payment of the owners; to conduct sample assessment on the procedures for drawing up the construction budget by the management and sample testing on the effectiveness of its internal control system operation; to sample check and verify the documents such as project invoice, contracts and daily construction reports, receipts and construction budget and compared against the construction budget to confirm the validity on accumulation of the construction accounts; to sample check the valuation information of each period and to confirm the calculation of percentage of completion; and to test on cut-off for contribution to construction in progress for the period before and after the balance sheet date through sampling check.

4. Valuation of inventories

Please refer to Note 4(h), Note 5, and 6(e) of the consolidated financial statements for the accounting policies on measuring inventory, assumption used and uncertainties considered in determining the net realizable value and the details of inventory.

Description of key audit matter:

As of December 31, 2024, inventory of the Group (construction industry) was amounted to $31,747,378 thousand,which accounted for 66% of the consolidated total assets, and the inventory amount was presented with lower of cost or net realizable value. The judgment of net realizable value relies on management since the Group focuses on real estate industry, the industry is not only deeply affected by politics, economics, and reform of house and land transactions income tax system, but also an industry that is capital intensive and has long recover period. Thus, the valuation of inventory is one of the most important evaluation in performing our audit procedures.

How the matter was addressed in our audit:

Our principal audit procedures included the following: understanding the Group’s operating and accounting procedures for inventory valuation.; obtaining the Group management’ s data on net realizable value of inventory or individual investment evaluation forms, then sampling these data to review their market prices and comparing with contract prices of recent sales by the Group or the most updated selling prices of nearby properties.Consequently,to confirm if the net realizable value of inventory is appropriate.

4-3

Other Matter

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. has prepared its parent group only financial statements as of and for the year ended December 31, 2024 and 2023, on which we have issued an unmodified opinion with other matter paragraph.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, interpretation as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with 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 consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  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 Group’s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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

4-4

  1. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  2. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We described these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determined 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.

The engagement partners on the audit resulting in this independent auditors’ report are Shih-Chin Chih and Hsin-Ting Huang.

KPMG

Taipei, Taiwan (Republic of China) March 10, 2025

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated statement of financial position, financial performance and its cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The auditors’ report and the accompanying consolidated 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 auditors’ report and consolidated financial statements, the Chinese version shall prevail.

5

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Assets
1100
Cash and cash equivalents (Note 6(a))
1140
Current contract assets (Notes 6(v) and 7)
1150
Notes receivable, net (Notes 6(d) and (v))
1160
Notes receivable due from related parties, net (Notes 6(d), (v) and 7)
1170
Accounts receivable, net (Notes 6(d) and (v))
1180
Accounts receivable due from related parties, net (Notes 6(d), (v) and 7)
1200
Other receivables, net
1210
Other receivables due from related parties, net (Note 7)
1220
Total current tax assets
1320
Inventories (for construction business), net (Notes 6(e), 7, 8 and 9)
1410
Total prepayments (Note 6(f))
1476
Other current financial assets (Notes 6(j), 8and 9)
1479
Other current assets, others
1480
Current assets recognised as incremental costs to obtain contract with
customers (Notes 6(j)and 7)
1482
Current assets recognised from costs to fulfil contracts with customers (Note
6(e))
1510
Total non-current financial assets at fair value through profit or loss (Notes
6(b) and (x))
1517
Total non-current financial assets at fair value through other comprehensive
income (Note 6(c))
1600
Total property, plant and equipment (Notes 6(g) and 8)
1755
Right-of-use assets (Notes 6(h), 7 and 8)
1760
Investment property, net (Notes 6(i) and 8)
1780
Total intangible assets
1840
Deferred tax assets (Note 6(r))
1980
Total other non-current financial assets (Notes 6(j) and 8)
1995
Other non-current assets, others
Total assets
December 31, 2024
Amount
%
$ 3,415,318
7
658,199
1
33,887
-
-
-
1,684,156
3
584,121
1
9,832
-
7,746
-
-
-
31,747,378
66
724,701
1
4,193,624
9
353,877
1
596,327
1
325,292
1
44,334,458
91
724,940
1
5,396
-
1,117,119
2
1,150,876
3
856,300
2
2,002
-
66,148
-
477,283
1
255
-
4,400,319
9
$
48,734,777
100
December 31, 2023
Amount
%
1,689,153
5
781,292
2
38,541
-
2,028
-
2,454,811
7
250,678
1
4,574
-
24,750
-
7,197
-
22,624,022
64
586,840
1
2,620,551
7
249,219
1
250,412
1
307,511
1
31,891,579
90
399,758
1
5,396
-
819,857
2
1,119,336
3
859,420
3
1,766
-
64,495
-
397,849
1
255
-
3,668,132
10
35,559,711
100
Liabilities and Equity
Current liabilities:
2100
Total short-term borrowings (Note 6(k))
2110
Total short-term notes and bills payable (Note 6(k))
2130
Current contract liabilities (Notes 6(v), 7 and 9)
2150
Total notes payable (Note 6(n))
2170
Total accounts payable (Note 6(n))
2180
Total accounts payable to related parties (Notes 6(n) and 7)
2200
Total other payables
2220
Other payables to related parties (Note 7)
2230
Current tax liabilities
2251
Current provisions for employee benefits (Note 6(q))
2280
Current lease liabilities (Notes 6(o) and 7)
2321
Bonds payable, current portion (Note 6(m))
2322
Long-term borrowings, current portion (Note 6(l))
2399
Other current liabilities, others
Non-Current liabilities:
2530
Total bonds payable (Note 6(m))
2540
Total long-term borrowings (Note 6(l))
2570
Total deferred tax liabilities (Note 6(r))
2580
Non-current lease liabilities (Notes 6(o)and 7)
2645
Guarantee deposits received (Note 7)
2670
Other non-current liabilities, others (Note 6(i))
Total liabilities
Equity attributable to owners of parent:(Notes 6(s) and (t))
3110
Ordinary share
3210
Total capital surplus, additional paid-in capital
3220
Capital surplus, treasury share transactions
3280
Capital surplus, others
3300
Total retained earnings
Total equity
Total liabilities and equity
December 31, 2024 December 31, 2024 December 31, 2023
Amount % Amount
%
11,375,431
32
2,695,923
9
4,169,388
12
15,396
-
2,963,099
8
18,837
-
520,633
1
26,893
-
377,941
1
11,281
-
40,437
-
640,500
2
847,334
2
67,222
-
23,770,315
67
1,629,500
5
687,697
2
32,760
-
409,851
1
31,369
-
50,000
-
2,841,177
8
26,611,492
75
3,916,067
11
2,208,631
6
5,556
-
4,406
-
2,813,559
8
8,948,219
25
35,559,711
100
$ 16,281,301
3,655,876
7,115,326
30,118
4,010,962
11,091
602,759
31,620
490,473
12,356
62,570
840,500
34,385
233,184
33,412,521
1,289,000
1,248,885
6,346
440,888
31,369
50,000
3,066,488
36,479,009
6,249,101
2,944,454
5,556
6,691
3,049,966
12,255,768
$
48,734,777
34
8
14
-
8
-
1
-
1
-
-
2
-
-
68
3
3
-
1
-
-
7
75
13
6
-
-
6
25
100

See accompanying notes to consolidated financial statements.

6

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars , Except for Earnings Per Common Share)

4000
Total operating revenue (Notes 6(p), (v) and 7)
5000
Total operating costs (Notes 6(e)and 7)
Gross profit from operations
Operating expenses:
6100
Total selling expenses
6200
Total administrative expenses (Notes (t), (w) and 7)
6300
Total research and development expenses
6450
Expected credit loss (gain) (Note 6(d))
Total operating expenses
Net operating income
Non-operating income and expenses:
7100
Total interest income (Note 6(x))
7010
Total other income (Notes 6(x) and 7)
7020
Other gains and losses, net (Notes 6(x) and 7)
7050
Finance costs, net (Notes 6(x) and 7)
Total non-operating income and expenses
Profit from continuing operations before tax
7950
Less: Income tax expenses (Note 6(r))
Profit
8300
Other comprehensive income
Total comprehensive income
Profit, attributable to:
8610
Profit, attributable to owners of parent
8620
Non-controlling interests
Comprehensive income attributable to:
8710
Comprehensive income, attributable to owners of parent
8620
Non-controlling interests
Basic earnings per share (Note 6(u))
9750
Basic earnings per share
9850
Diluted earnings per share
2024
Amount
%
$ 11,158,269
100
7,429,784
67
3,728,485
33
399,828
4
760,953
7
46,981
-
(63,190)
(1)
1,144,572
10
2,583,913
23
30,632
-
2,469
-
484,763
4
(502,244)
(4)
15,620
-
2,599,533
23
696,699
6
1,902,834
17
-
-
$
1,902,834
17
$ 1,902,834
17
-
-
$
1,902,834
17
$ 1,902,834
17
-
-
$ 1,902,834
17
$
3.07
$
3.07
2023
Amount
%
8,102,882
100
4,779,984
59
3,322,898
41
432,866
5
503,315
6
44,468
1
69,941
1
1,050,590
13
2,272,308
28
21,829
-
4,068
-
113,288
1
(429,992)
(5)
(290,807)
(4)
1,981,501
24
473,833
5
1,507,668
19
-
-
1,507,668
19
1,507,668
19
-
-
1,507,668
19
1,507,668
19
-
-
1,507,668
19
2.61
2.60

See accompanying notes to consolidated financial statements.

7

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2024 and 2023 (Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2023
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Cash dividends of ordinary share
Stock dividends of ordinary share
Other changes in capital surplus:
Cash dividends from capital surplus
Stock dividends from capital surplus
Lapsed share options
Issue of shares
Balance at December 31, 2023
Profit
Other comprehensive income
Total comprehensive income
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Stock dividends of ordinary share
Other changes in capital surplus:
Cash dividends from capital surplus
Stock dividends from capital surplus
Lapsed share options
Issue of shares
Balance at December 31, 2024
Equity attributable to owners Equity attributable to owners Equity attributable to owners Equity attributable to owners of parent Total equity
attributable to
owners of parent
Total equity
6,136,149
1,507,668
-
1,507,668
-
(145,039)
-
(290,079)
-
4,406
1,735,114
8,948,219
1,902,834
-
1,902,834
-
-
(624,910)
-
2,285
2,027,340
12,255,768
Share capital Capital surplus Retained earnings
Ordinary
shares
Legal reserve Unappropriated
retained earnings
$ 2,660,790
-
-
-
-
-
725,198
-
290,079
-
240,000
3,916,067
-
-
-
-
1,666,427
-
416,607
-
250,000
$
6,249,101
1,299,231
-
-
294,181
-
-
1,881,947
1,507,668
-
6,136,149
1,507,668
-
1,507,668
-
(145,039)
-
(290,079)
-
4,406
1,735,114
8,948,219
1,902,834
-
1,902,834
-
-
(624,910)
-
2,285
2,027,340
12,255,768
- - 1,507,668
44,462
-
-
-
-
-
-
338,643
-
-
-
150,767
-
-
-
-
-
489,410

See accompanying notes to consolidated financial statements.

8

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Provision (reversal of provision) for bad debt expense
Net gain on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Dividend income
Losses on disposal of property, plant and equipment
Share-based payment transctions
Gain on modification of leases
Total adjustments to reconcile profit
Changes in operating assets and liabilities:
Changes in operating assets:
Current financial assets at fair value through profit or loss
Decrease (increase) in contract assets
Decrease (increase) decrease notes receivable
Decrease in notes receivable due from related parties
Decrease (increase) in accounts receivable
Increase in accounts receivable due from related parties
(Increase) decrease in other receivables
Decrease (Increase) in other receivables from related parties
Increase in inventories
Increase in other prepayments
Increase in other current financial assets
Increase in other current assets
Increase in assets recognised as incremental costs to obtain contract with customers
(Increase) decrease in assets recognised from costs to fulfil contracts with customers
Total changes in operating assets
Changes in operating liabilities:
Increase in contract liabilities
Increase in notes payable
Increase in accounts payable
Decrease in accounts payable to related parties
Increase in other payable
Increase (decrease) in accounts payable to related parties
Increases in provisions for employee benefits
Increases in other current liabilities
Total changes in operating liabilities
Total changes in operating assets and liabilities
Total adjustments
Cash outflow generated from operations
Interest received
Dividends received
Interest paid
Income taxes paid
Net cash flows generated from operating activities
For the years ended December 31
2024
2023
$ 2,599,533
1,981,501
97,835
55,171
2,803
1,727
(63,190)
69,941
(175,226)
(11,476)
502,244
429,992
(30,632)
(21,829)
(20)
(16)
-
(127)
29,625
11,520
(13)
-
363,426
534,903
44
-
123,093
(253,817)
4,654
(15,827)
2,028
14
834,996
(1,255,656)
(333,443)
(169,809)
(5,047)
10,684
17,004
(5,699)
(8,930,677)
(5,245,296)
(137,861)
(180,972)
(1,572,966)
(443,937)
(104,658)
(160,205)
(345,915)
(37,922)
(17,781)
46,798
(10,466,529)
(7,711,644)
2,945,938
1,565,668
14,722
4,959
1,047,863
1,084,430
(7,746)
(4,881)
76,043
209,951
4,727
(238,180)
1,075
215
165,962
34,397
4,248,584
2,656,559
(6,217,945)
(5,055,085)
(5,854,519)
(4,520,182)
(3,254,986)
(2,538,681)
29,374
21,829
20
16
(694,503)
(597,518)
(605,248)
(212,978)
(4,525,343)
(3,327,332)
2024
$ 2,599,533
97,835
2,803
(63,190)
(175,226)
502,244
(30,632)
(20)
-
29,625
(13)
363,426
44
123,093
4,654
2,028
834,996
(333,443)
(5,047)
17,004
(8,930,677)
(137,861)
(1,572,966)
(104,658)
(345,915)
(17,781)
(10,466,529)
2,945,938
14,722
1,047,863
(7,746)
76,043
4,727
1,075
165,962
4,248,584
(6,217,945)
(5,854,519)
(3,254,986)
29,374
20
(694,503)
(605,248)
(4,525,343)

See accompanying notes to consolidated financial statements.

8-1

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows (CONT’D)

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from investing activities:
Acquisition of current financial assets at fair value through profit or loss
Proceeds from current disposal of financial assets at fair value through profit or loss
Acquisition of non-current financial assets designated at fair value through profit or loss
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of intangible assets
Acquisition of investment properties
(Increase) decrease in other non-current financial assets
Net cash flows used in investing activities
Cash flows from financing activities:
Increase in short-term borrowings
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Proceeds from issuing bonds
Repayments of bonds
Proceeds from long-term borrowings
Repayments of long-term borrowings
Increase in guarantee deposits received
Payment of lease liabilities
(Decrease) increase in other financial liabilities
Cash dividends paid
Proceeds from issuing shares
Net cash flows generated from (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year

See accompanying notes to consolidated financial statements.

9

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

For the years ended December 31, 2024 and 2023

(Expressed in Thousands of New Taiwan Dollars, Unless Otherwise Specified)

(1) Company history

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. (the “Group”) was incorporated on June 1986 as a company limited by shares under the laws of the Republic of China (“R.O.C.”) and registered under the Ministry of Economic Affairs, R.O.C. The address of the Group’ s registered office is 2F, No.128 Langjiang Road, Zhongshan District, Taipei city 104, Taiwan. On June 24, 2013, the resolution of the ordinary shareholders’ meeting was passed and approved by the Ministry of Economic Affairs on July 5, 2013 to change the name of the Group, formerly known as “Kim Shangchang Development Co., Ltd” to “JSL CONSTRUCTION & DEVELOPMENT CO., LTD." The principal activities of the Group and its subsidiaries (hereinafter referred to as the “ Group” ) are real estate agents and sellers, to commission construction companies for the construction of national housing, commercial building for rental leases and sales,trading of building materials, operation of interior decoration, IT software, third-party payment services, integrated construction, property management and wholesale of food and goods.

(2) Approval date and procedures of the consolidated financial statements:

These consolidated financial statements were authorized for issue by the Board of Directors on March 10, 2025

(3) New standards, amendments and interpretations adopted:

  • (a) The impact of the IFRS Accounting Standards endorsed by the Financial Supervisory Commission, R.O.C. which have already been adopted.

The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2024:

  • ●Amendments to IAS 1 “Classification of Liabilities as Current or Non-current”

  • ●Amendments to IAS 1 “Non-current Liabilities with Covenants”

  • ●Amendments to IAS 7 and IFRS 7 “Supplier Finance Arrangements”

  • ●Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback”

  • (b) The impact of IFRS issued by the FSC but not yet effective

The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2025, would not have a significant impact on its consolidated financial statements:

  • ●Amendments to IAS21 “Lack of Exchangeability”

(Continued)

10

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC

The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:

Standards or
Interpretations
IFRS 18 “Presentation and
Disclosure in Financial
Statements”
Content of amendment
Effective date per
IASB
The
new
standard
introduces
three
categories of income and expenses, two
income statement subtotals and one single
note
on
management
performance
measures.
The
three
amendments,
combined with enhanced guidance on how
to disaggregate information, set the stage
for better and more consistent information
for users, and will affect all the entities.
January 1, 2027
  • ●A more structured income statement: under current standards, companies use different formats to present their results, making it difficult for investors to compare financial performance across companies. The new standard promotes a more structured income statement, introducing a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be allocated between three new distinct categories based on a company’ s main business activities.

  • ●Management performance measures (MPMs): the new standard introduces a definition for management performance measures, and requires companies to explain in a single note to the financial statements why the measure provides useful information, how it is calculated and reconcile it to an amount determined under IFRS Accounting Standards.

  • ●Greater disaggregation of information: the new standard includes enhanced guidance on how companies group information in the financial statements. This includes guidance on whether information is included in the primary financial statements or is further disaggregated in the notes.

(Continued)

11

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group is evaluating the impact on its consolidated financial position and consolidated financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Group completes its evaluation.

The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:

  • ●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” and amendments to IFRS 17 “ Insurance Contracts”

  • ●IFRS 19 “Subsidiaries without Public Accountability: Disclosures”

  • ●Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments”

  • ●Annual Improvements to IFRS Accounting Standards—Volume 11

  • ●Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity”

(4) Summary of material accounting policies:

The significant accounting policies presented in the consolidated financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the consolidated financial statements.

(a) Statement of compliance

These consolidated financial statements have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as “the Regulations” ) and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by the Financial Supervisory Commission, R.O.C. (altogether referred to “ IFRS Accounting Standards” endorsed by the “FSC”).

(b) Basis of preparation

(i) Basis of measurement

Except for the following significant accounts, the consolidated financial statements have been prepared on a historical cost basis:

  • 1) Financial instruments at fair value through profit or loss are measured at fair value;

  • 2) Financial assets at fair value through other comprehensive income are measured at fair value;

  • (ii) Functional and presentation currency

The functional currency of each Group entity is determined based on the primary economic environment in which the entity operates. The consolidated financial statements are presented in New Taiwan Dollar (NTD), which is the Group’ s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.

(Continued)

12

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) Basis of consolidation

  • (i) Principles of preparation of the consolidated financial statements

The consolidated financial statements comprise the Group and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.

The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances.

Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.

  • (ii) List of subsidiaries in the consolidated financial statements

List of the subsidiaries included in the consolidated financial statements:

Name investor Name of investee Scope of business Percentage of ownership
December
31, 2023
Description
%
100.00
The Group hold
more than 50%
interest of the
subsidiary
directly
%
100.00
The Group hold
more than 50%
interest of the
subsidiary
directly
%
100.00
The Group hold
more than 50%
interest of the
subsidiary
directly
%
100.00
The Group hold
more than 50%
interest of the
subsidiary
directly
December
31, 2024
%
100.00
%
100.00
%
100.00
%
100.00
The Group
The Group
The Group
The Group
JSL Entertainment Co., Ltd.
Water Cube International
Development Co., Ltd
Shigang Construction and
Development Co., Ltd.
JSL Food Art Creation Co., Ltd.
Residential and commercial
building development and leasing,
real estate trading, real estate
leasing, real estate commissioning,
real estate selling, IT software
services and third-party payment
services.
Real estate agency and seller,
international trade, rental and
leasing and agency services
To commission construction
company to build national
residential housings for rentals and
sales, land developments, interior
decoration design and contractor
services, construction
equipment,building materials,
construction machinery trading and
real estate operation and
investments.
Baked food manufacturer,
wholesaler of food and beverage
and food and beverage retailer.

(Continued)

13

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name investor Name of investee Scope of business Percentage of ownership
December
31, 2023
Description
%
100.00
The Group hold
more than 50%
interest of the
subsidiary
directly
%
100.00
The Group hold
more than 50%
interest of the
subsidiary
directly
December
31, 2024
%
100.00
%
100.00
The Group
The Group
JSL International Development
Co., Ltd.
CHUWANG DEVELOPMENT
CO., LTD.
Hotels, residential and commercial
building rentals and leasing,
investment in public construction,
real estate trading and real estate
rental
Integrated constructions, residential
and commercial building rentals and
leasing, investment in public
construction, real estate trading and
real estate rentals
  • (iii) Subsidiaries excluded from the consolidated financial statements: None.

  • (iv) Changes in the number of subsidiaries: None.

  • (d) Foreign currencies

  • (i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Nonmonetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.

Exchange differences are generally recognized in profit or loss, except for those differences relating to the following, which are recognized in other comprehensive income:

  • 1) an investment in equity securities designated as at fair value through other comprehensive income;

  • 2) a financial liability designated as a hedge of the net investment in a foreign operation to the extent that the hedge is effective; or

  • 3) qualifying cash flow hedges to the extent that the hedges are effective.

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

The Group classifies the asset as current under one of the following criteria, and all other assets are classified as non current.

  • (i) It expects to realize the asset, or intends to sell or consume it, in its normal operating cycle;

  • (ii) It holds the asset primarily for the purpose of trading;

  • (iii) It expects to realize the asset within twelve months after the reporting period; or

  • (iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

(Continued)

14

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group classifies the liability as current under one of the following criteria, and all other liabilities are classified as non current.

  • (i) It expects to settle the liability in its normal operating cycle;

  • (ii) It holds the liability primarily for the purpose of trading

  • (iii) The liability is due to be settled within twelve months after the reporting period; or

  • (iv) It does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.

(f) Cash and cash equivalents

Cash comprises cash on hand and demand deposits. Cash equivalents are shortterm, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits which meet the above definition and are held for the purpose of meeting shortterm cash commitments rather than for investment or other purposes should be recognized as cash equivalents.

(g) Financial instruments

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(i) Financial assets

All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.

On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or FVTPL. Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

(Continued)

15

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 1) Financial assets measured at amortized cost

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

  • ‧it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

  • ‧its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

These assets are subsequently measured at amortized cost, which is the initial recognition amount deduct the cumulative amortization using the effective interest method and adjusted for any loss allowance. Interest income, foreign exchange gains and losses, and impairment loss, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

  • 2) Financial assets at fair value through other comprehensive income (FVOCI)

On initial recognition, the Group is able to make an irrevocable election to present subsequent changes in the fair value of investments in equity instruments that is not held for trading in other comprehensive income. This election is made on an instrument by instrument basis.

Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.

Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established, which in the case of quoted securities is normally the exdividend date.

  • 3) Fair value through profit or loss (FVTPL)

All financial assets not classified as measured at amortized cost or at FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

(Continued)

16

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 4) Impairment of financial assets

The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and trade receivables, other receivable, leases receivable, guarantee deposit paid and other financial assets), debt investments measured at FVOCI and contract assets.

The Group measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:

  • ‧ debt securities that are determined to have low credit risk at the reporting date; and

  • ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

Loss allowance for trade receivables and contract assets are always measured at an amount equal to lifetime ECL.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘ creditimpaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:

  • ‧ significant financial difficulty of the borrower or issuer;

  • ‧ a breach of contract such as a default or being more than 180 days past due;

  • ‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;

(Continued)

17

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • ‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or

  • ‧ the disappearance of an active market for a security because of financial difficulties.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross carrying amount when the financial asset is 180 days past due based on historical experience of recoveries of similar assets. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

5) Derecognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.

  • (ii) Financial liabilities and equity instruments

1) Classification of debt or equity

Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

2) Equity instrument

An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.

(Continued)

18

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

4) Derecognition of financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

The difference between the carrying amount of a financial liability derecognized and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

5) Offsetting of financial assets and liabilities

Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

(h) Inventories

(i) Selling

Contract costs

If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Group recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria: the costs relate directly to a contract or to an anticipated contract that the Group can specifically identify; the costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and the costs are expected to be recovered.

General and administrative costs, costs of wasted materials, labor or other resources to fulfill the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Group cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations (or partially satisfied performance obligations), the Group recognizes these costs as expenses when incurred.

(Continued)

19

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Construction

The cost of inventories shall comprise all costs of purchase and other costs incurred in bring the inventories to their present location and condition. The real estate development costs include construction costs, land costs, borrowing costs, and project costs incurred during the development period. When completion, construction in progress is carried over to buildings and land held for sale. Then, it is amortized over either by income approach or built-up area approach (units of ping). The real estate development costs proportionate to the sale are carried forward to the operating cost. Subsequently, measure the lower of cost and net realizable value. When the cost of inventories is higher than the net realizable value, it should be offset against the cost to net realizable value, and the amount of inventory should be recognized as cost of goods sold in the current period.Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The measurements of net realizable value are as below:

  • 1) Construction Site: Net realizable value is by referring to the estimate made by the competent authorities in accordance with the prevailing market conditions.

  • 2) Construction in progress: Net realizable value is the estimated selling price (based on current market condition) in the ordinary course of business, less the estimated costs of sales, as well as cost and selling expenses for completion of work.

  • 3) Buildings and land held for sale: the net realizable value is the estimated price (based on the market condition), less, the estimated selling expenses during the sales.

(i) Investment property

Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.

Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.

Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.

(j) Property, plant and equipment

  • (i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

(Continued)

20

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.

  • (iii) Depreciation

Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straightline basis over the estimated useful lives of each component of an item of property, plant and equipment.

Land is not depreciated.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

1) Buildings 350 years
2) Office equipment 35 years
3) Leasehold improvement 26 years
4) Transportation equipment 36 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(k) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

(i) As a leasee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

(Continued)

21

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Lease payments included in the measurement of the lease liability comprise the following:

  • 1) fixed payments;

  • 2) variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

  • 3) amounts expected to be payable under a residual value guarantee; and

  • 4) payments for purchase or termination options that are reasonably certain to be exercised.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:

  • 1) there is a change in future lease payments arising from the change in an index or rate; or

  • 2) there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or

  • 3) there is a change in the lease term resulting from a change of its assessment on whether it will exercise an option to purchase the underlying asset, or

  • 4) there is a change of its assessment on whether it will exercise a extension or termination option; or

  • 5) there is any lease modifications

When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.

When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.

The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.

The Group has elected not to recognize right of use assets and lease liabilities for short term leases of office equipment of low value assets, The Group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

(Continued)

22

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For sale-and-leaseback transactions, the Group applies the requirements for determining when a performance obligation is satisfied in IFRS15 to determine whether the transfer of an asset is accounted for as a sale of the asset. If the transfer of an asset satisfies the requirement of IFRS15 to be accounted for as a sale of the asset, the Group derecognizes the transferred asset, then measures the right-of-use asset arising from the leaseback at the proportion of the previous carrying amount of the asset that relates to the right of use retained. Accordingly, the Group recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. For leaseback transaction, the Group applies the lessee accounting policy. If the transfer of an asset does not satisfy the requirement of IFRS15 to be accounted for as a sale of the asset, the Group continues to recognize the transferred asset and recognizes the financial liability equal to the transfer proceeds.

(ii) As a leasor

When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Group applies IFRS15 to allocate the consideration in the contract.

The lessor recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs, such as lessors to negotiate and arrange a lease, are included in the measurement of the net investment. The lessor recognizes the interest income over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’ s net investment in the lease. The Group recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.

(l) Intangible assets

  • (i) Recognition and measurement

Other intangible assets, including computer software that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.

(Continued)

23

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Subsequent expenditure

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

  • (iii) Amortization

Amortization is calculated over the cost of the asset, less its residual value, and is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets, other than goodwill, from the date that they are available for use.

The estimated useful lives for current and comparative periods are as follows:

1) Software 3 years

Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

(m) Impairment of non financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than inventories, contract assets, deferred tax assets and investment properties and biological assets, measured at fair value, less costs) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(Continued)

24

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(n) Revenue recognition

  • (i) Revenue from contracts with customers

Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer.

The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.

  • 1) Land development and sale of real estate

The Group develops and sells residential properties and usually sales properties in advance during construction or before construction begins. Revenue is recognized when control over the properties has been transferred to the customer. Therefore, revenue is recognized at a point in time when the legal title has passed to the customer and the transfer of properties to the customer is complete. If the Group only meets one of the two criteria at the reporting date, the revenue is recognized as well.

The revenue is measured at the transaction price agreed under the contract. For sale of readily available house, in most cases, the consideration is due when legal title of a property has been transferred. While deferred payment terms may be agreed in rare circumstances, the deferral never exceeds twelve months. The transaction price is, therefore not adjusted for the effects of a significant financing component. For preselling properties, the consideration is usually received by installment during the period from contract inception until the transfer of properties to the customer. If the contract includes a significant financing component, the transaction price will be adjusted for the effects of the time value of money during the period, using the specific borrowing rate of the construction project. Receipt of a prepayment from a customer is recognized as contract liability. Interest expense and contract liability are recognized when adjusting the effects of the time value of money. Accumulated amount of contract liability is recognized as revenue when control over the property has been transferred to the customer.

2) Revenue from service rendered

The Group engaged in real estate sales and brokerage, catering services and property management and recognized related revenue during the financial reporting period for the provision of services. Fixed price contracts recognized revenue based on the actual service provided per the contract as of the reporting date. The consideration promised in the contract includes fixed and variable amounts. The customer pays the fixed amount based on a payment schedule. Certain variable considerations are estimated by the most probable amount (such as bonus for higher closing price). The Group recognizes revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the Group has recognized revenue, but not issued a bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional.

(Continued)

25

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The customer pays the fixed amount based on a payment schedule. If the services rendered by the Group exceed the payment, a contract asset is recognized. If the payments exceed the services rendered, a contract liability is recognized.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract.

Estimates of revenues, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

3)

Gaming income

The Group sells mobile games and online games on the gaming platform, and revenue is recognized upon completion of downloading the games. The price is paid immediately when customer’s download is completed successfully.

4)

Construction contracts

The Group enters contracts to build civil constructions project. Because its customer controls the asset as it is constructed, the Group recognizes revenue over time based on the construction costs incurred to date as a proportion of the total estimated costs of the contract. For the fixed amount paid by the customer in accordance to agreed schedule, the progress of a civil construction is highly susceptible to factors outside the Group’s control should be considered and, therefore, the Group recognizes revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur. If the Group has recognized revenue, but not issued a bill, then the entitlement to consideration is recognized as a contract asset. The contract asset is transferred to receivables when the entitlement to payment becomes unconditional.

If the Group cannot reasonably measure its progress towards complete satisfaction of the performance obligation of a construction contract, the Group shall recognize revenue only to the extent of the costs expected to be recovered.

A provision for onerous contracts is recognized when the Group expects the unavoidable costs of performing the obligations under a construction contract exceed the economic benefits expected to be received under the contract.

Estimates of revenues, costs, or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.

(Continued)

26

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

5) Sale of goods

The Group is the baked food manufacturer. Revenue is recognized when the control over a product has been transferred to the customer. The transfer of control refers to the product has been delivered to and accepted by the customer.

6) Financing components

The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. Consequently, The Group does not adjust any of the transaction prices for the time value of money.

  • (ii) Incremental costs of obtaining a contract

The Group recognizes as an asset the incremental costs of obtaining a contract with a customer if the Group expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.

(o) Employee benefits

  • (i) Defined contribution plans

Obligations for contributions to the defined contribution plans are expensed as related services are provided.

  • (ii) Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed during the period in which employees render services.

A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(p) Income taxes

Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.

Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.

(Continued)

27

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:

  • (i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and at the time of the transaction (i) affects neither accounting nor taxable profits (losses) and (ii) does not give rise to equal taxable and deductible temporary differences;

  • (ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and

(iii) taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognized for unused tax losses, tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.

Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rate enacted or substantively enacted at the reporting date.

Deferred tax assets and liabilities are offset if the following criteria are met:

  • (i) the Group has a legally enforceable right to set off currenttax assets against current tax liabilities; and

  • (ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:

  • 1) the same taxable entity; or

  • 2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

(q) Earnings per share

The Group discloses the Company’s basic and diluted earnings per share attributable to ordinary shareholders of the Company. Basic earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. Diluted earnings per share is calculated as the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all potentially dilutive ordinary shares, such as convertible bonds and employee compensation.

(Continued)

28

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(r) Operating segments

An operating segment is a component of The Group that engages in business activities from which it may incur revenues and incur expenses (including revenues and expenses relating to transactions with other components of The Group). Operating results of the operating segment are regularly reviewed by The Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.

(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:

In preparing these consolidated financial statements, management has made judgments and estimates about the future, including climate-related risks and opportunities, that affect the application of the accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis and are consistent with the Group’s risk management and climate-related commitments where appropriate. Revisions to estimates are recognized prospectively in the period of the change and future periods.

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is as follows:

(a) Classification of investment property

The Group has sublet a vacated warehouse, stores and officies but has decided not to treat this property as investment property because it is not the Group's intention to hold it for the long term, for capital appreciation, or for rental. Accordingly, the property continues to be classified under property, plant and equipment.

(b) Lease term

The Group determines the lease term as the non-cancellable period of the lease, together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option, and periods covered by an option to terminate the lease if the lessee is reasonably not to exercise that option. In assessing whether a lessee is reasonably to exercise the options, the Group considers all relevant facts and circumstances that create an economic incentive for the lessee. The Group reassesses whether it is reasonably certain to exercise an extension option or not to exercise the option upon the occurrence of either a significant event or a significant change in circumstances that is within the control of the lessee. If there is a change in the lease term, the Group recognizes the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Please refer to Note 6(h).

(c) Identifying a lease

The Group leases superficies, land lot of the construction, joint sales center and official cars. The contract involves an identified asset, so the Group has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use. The Group has the right to direct the use of the identified asset throughout the period of use. Accordingly, the Group recognize the said contract as lease. The Group recognizes a right of use asset and a lease liability at the lease commencement date. For the details, please refer to Note 6(h).

(Continued)

29

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows:

(a) Impairment of Account receivable

The Group has estimated the loss allowance of trade receivable that is based on the risk of a default occurring and the rate of expected credit loss. The Group has considered historical experience, current economic conditions and forward-looking information at the reporting date to determine the assumptions to be used in calculating the impairments and the selected inputs. The relevant assumptions and input values, please refer to Note 6(d).

(b) Inventory valuation

As inventories are stated at the lower of cost or net realizable value, The Group estimates the net realizable value of inventories for obsolescence and unmarketable items at the end of the reporting period and then writes down the cost of inventories to net realizable value. Due to the rapid industrial transformation, and impacts of politics, economics, and reform of house and land transactions income tax system, there may be significant changes in the net realizable value of inventories, which is estimated on the basis of current market condition. Refer to Note 6(e) for further description of the valuation of inventories.

(c) Recognition of deferred tax assets

Deferred tax assets are recognized to the extent that it is probable that future taxable profits will be available against which those deferred tax assets can be utilized. The Group assesses the realization of deferred income tax assets based on assumptions such as expected future revenue growth, profit margin, tax exemption period, available income tax offsets and tax planning. Changes in the economic environment, industry trends, and relevant laws and regulations may result in adjustments to the deferred tax assets. Refer to Note 6(r) for further description of the estimation of deferred tax assets.

(d) Revenue recognition

Service contract revenue and costs are recognized by reference to the stage of completion of each contract. The stage of completion of a contract is measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. The Group estimates the total contract revenue by taking into account each product positioning, pricing strategy and real estate business dynamic. In addition, the Group estimates the cost to fulfill a contract by taking into account such factors as sales method, expected contract items and amounts. If there are changes in situations, the estimates of revenue, cost and percentage of completion should be modified. Changes in aforementioned estimates might cause significant adjustment in the revenue, cost and percentage of completion and related profits from construction contracts. Refer to Note 6(v) for further description of the revenue recognition.

(Continued)

30

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Valuation procedure

The Group uses the observable market data to evaluate its assets and liabilities. The different inputs of levels of fair value hierarchy in determination of fair value are as follows:

  • (a) Level 1: quoted prices (unadjusted) in active markets for identifiable assets or liabilities.

  • (b) Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (ie as prices) or indirectly (ie derived from prices).

  • (c) Level 3: inputs for the assets or liability that are not based on observable market data.

The transfer policy between fair value levels.

If there is any movement of financial instruments measured at fair value between Level 1, Level 2, and Level 3, the Group recognizes the movement at the reporting date.

Please refer to Note 6(y) for assumptions used in measuring fair value.

(6) Explanation of significant accounts:

  • (a) Cash and cash equivalents
Cash on hand and petty cash
Demand deposits
Checking account deposits
Foreign currency deposits
Cash and cash equivalents in the consolidated statement of
cash flows
December 31,
2024
$ 7,989
3,394,822
394
12,113
$
3,415,318
December 31,
2023
6,285
1,650,495
394
31,979
1,689,153

Please refer to Note 6(y) for the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Group.

  • (b) Financial assets and liabilities at fair value through profit or loss
Domestic unlisted common shares - Preference share class A
Domestic unlisted common shares - Preference share class B
Domestic unlisted common shares - Preference share class C
December 31,
2024
$ 253,820
269,210
201,910
$
724,940
December 31,
2023
197,219
202,539
-
399,758
  • (i) The financial assets mentioned above were not pledged as collateral.

  • (ii) Net gain on financial assets or liabilities at fair value ghrough profit or loss please refer to Note 6(x).

(Continued)

31

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (c) Financial assets at fair value through other comprehensive income
Equity investments at fair value through other
comprehensive income:
Unlisted common shares
December 31,
2024
$
5,396
December 31,
2023
5,396
  • (i) Equity investments at fair value through other comprehensive income

The purpose that the Group invests in the aforementioned equity securities is for long term strategies rather than for trading. Therefore, these equity securities have been designated as at FVOCI.

During the years ended December 31, 2024 and 2023, the dividends were $20 thousand and $16 thousand, respectively , related to equity investments at FVOCI held were recognized.

  • (ii) For credit risk (including the impairment of debt investments) and market risk, please refer to Note 6(y).

(iii) The aforementioned financial assets were not pledged as collateral.

  • (d) Notes and accounts receivables(including related parties)
Notes receivables arose from operation
Notes receivable from related parties-from operating
activities
Accounts receivable—measured at amortized cost
Accounts receivable due from related parties measured at
amortized cost
Less: Loss allowance
December 31,
2024
$ 33,887
-
1,718,557
584,121
(34,401)
$
2,302,164
December 31,
2023
38,541
2,028
2,552,402
250,678
(97,591)
2,746,058

The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as the incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions in Taiwan were determined as follows:

(Continued)

32

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Current
Less than 30 days past due
31~60 days past due
61~90 days past due
More than 181 days past due
Current
Less than 30 days past due
31~60 days past due
61~90 days past due
91~180 days past due
More than 181 days past due
December 31, 2024 December 31, 2024
Gross carrying
amount
Weighted-
average loss
rate
$ 2,218,008
0%~0.95%
65,004
5.16%
8,034
8.86%
44,165
22.38%
1,354
100%
$
2,336,565
December 31, 2023
Loss allowance
provision
19,097
3,355
712
9,883
1,354
34,401
Weighted-
average loss
rate
0%~0.52%
13.63%
22.74%
40.53%
43.04%
100%
Loss allowance
provision
15,008
13,140
5,019
27,915
29,197
7,312
97,591

The movement in the allowance for notes and trade receivables were as follows:

Balance at January 1
Impairment losses (reversed) recognized
Balance at December 31
(e)
Inventories
Selling:
Costs to fulfill a contract
Construction industry:
Prepayment for land purchases
Land held for construction site
Construction in progress
Buildings and land held for sale
Subtotal
Total
For the years ended December 31 For the years ended December 31
2024
$ 97,591
(63,190)
$
34,401
December 31,
2024
$ 325,292
1,236,568
9,308,347
19,859,806
1,342,657
31,747,378
$
32,072,670
2023
27,650
69,941
97,591
December 31,
2023
307,511
235,729
7,695,535
13,563,370
1,129,388
22,624,022
22,931,533
(Continued)

33

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (i) For the years ended December 31, 2024 and 2023, the cost of inventory recognized as the cost of goods sold and expenses amounted to $7,429,784 thousand and $4,779,984 thousand, respectively.

  • (ii) The Group hadn’t recognized loss on inventory write down and reversal of inventory write down in 2024 and 2023.

  • (iii) Please refer to Note 6(x) for the capitalization of interest of construction in progress for the years ended December 31, 2024 and 2023.

  • (iv) For the information on inventories pledged as collateral, as of December 31, 2024 and 2023, please refer to Note 8 for details.

  • (v) The Group has acquired 5 land in Fuxing section, Emei Township, Hsinchu country, 9 land in Ganlin section, Xinbei country and 51 land in Baoxiang section, Hsinchu county, but such land are classified as farmland and are registered under the name of another person. A real estate entrust contract are entered and are pledged to the Group with an equivalent amount. Please refer to Note 7 for details.

  • (vi) The Group has acquired of inventory (construction industry) from other related parties, please refer to Note 7 for details.

  • (f) Prepayments

Prepayments
Business Tax carry forward
Prepayments (selling)
Prepayments (development)
Prepayments (construction)
Others
December 31,
2024
$ 24,651
15,846
264
650,380
33,560
$
724,701
December 31,
2023
52,861
17,524
2,696
479,807
33,952
586,840

(g) Property, plant and equipment

The cost, depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2024 and 2023 were as follows:

Cost or deemed cost:
Balance on January 1, 2024
Additions
Transferred from investment
property
Disposals
Balance on December 31, 2024
Land
$ 17,700
-
-
-
$
17,700
Buildings and
improvements
794,814
-
314,775
-
1,109,589
Office
equipment
15,588
4,548
-
(330)
19,806
Leasehold
improvements
38,268
203
-
-
38,471
Transportation
equipment
and others
10,902
2,872
-
-
13,774
Construction
in progress
-
314,775
(314,775)
-
-
Total
877,272
322,398
-
(330)
1,199,340

(Continued)

34

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Balance on January 1, 2023
Additions
Disposals
Transferred from investment
property
Reclassified to investment
properety
Balance on December 31, 2023
Depreciation and impairment
losses:
Balance on January 1, 2024
Depreciation
Disposals
Balance on December 31, 2024
Balance on January 1, 2023
Depreciation
Disposals
Reclassified to investment
properety
Balance on December 31, 2023
Book value:
Balance on December 31, 2024
Balance on January 1, 2023
Balance on December 31, 2023
Land
$ 695,942
-
-
-
(678,242)
$
17,700
$ -
-
-
$
-
$ -
-
-
-
$
-
$
17,700
$
695,942
$
17,700
Buildings and
improvements
170,615
-
-
779,706
(155,507)
794,814
6,236
19,887
-
26,123
25,559
2,146
-
(21,469)
6,236
1,083,466
145,056
788,578
Office
equipment
13,506
4,541
(2,459)
-
-
15,588
8,541
3,263
(330)
11,474
8,372
2,441
(2,272)
-
8,541
8,332
5,134
7,047
Leasehold
improvements
38,268
-
-
-
-
38,268
38,268
21
-
38,289
37,832
436
-
-
38,268
182
436
-
Transportation
equipment
and others
8,095
2,807
-
-
-
10,902
4,370
1,965
-
6,335
2,625
1,745
-
-
4,370
7,439
5,470
6,532
Construction
in progress
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Total
926,426
7,348
(2,459)
779,706
(833,749)
877,272
57,415
25,136
(330)
82,221
74,388
6,768
(2,272)
(21,469)
57,415
1,117,119
852,038
819,857

Please refer to Note 8 for the property, plant and equipment pledged to secure bank loans as of December 31, 2024 and 2023.

The Group leased out the buildings and land No 32-2 at Jintai section of Zhongshan District in Taipei city for self-use to a third party for the year ended December 31, 2023. The real estate was reclassified to investment property at its cost and accumulated depreciation when the use of the property changed. Please refer to Note 6(i) for details.

The Group transferred its investment property to property, plant and equipment by resolution of the Board of Directors on December 18, 2023, as its building on land number 517-2, 520 in Changchun Section 2, Zhongshan District in Taipei city were changed to self use for operation headquarter. Please refer to Note 6(i) for details.

(Continued)

35

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(h) Right-of-use assets

The Group leases many assets including land and buildings, machinery, and transportation equipment. Information about leases for which the Group as a lessee is presented below:

Cost
Balance on January 1, 2024
Rental Adjustment
Maturity year
Early termination
Additions
Balance on December 31, 2024
Balance on January 1, 2023
Rental Adjustment
Maturity year
Additions
Balance on December 31, 2023
Depreciation and impairment losses:
Balance on January 1, 2024
Maturity year
Depreciation
Early termination
Balance on December 31, 2024
Balance on January 1, 2023
Maturity year
Depreciation
Balance on December 31, 2023
Book value:
Balance on December 31, 2024
Balance on January 1, 2023
Balance on December 31, 2023
Superficies
$ 1,102,793
5,660
-
-
-
$
1,108,453
$ 1,134,163
(31,370)
-
-
$
1,102,793
$ 123,623
-
24,579
-
$
148,202
$ 99,170
-
24,453
$
123,623
$
960,251
$
1,034,993
$
979,170
Land
22,380
-
(7,580)
(2,109)
29,503
42,194
21,894
-
(7,039)
7,525
22,380
10,126
(7,580)
11,406
(1,143)
12,809
7,970
(7,039)
9,195
10,126
29,385
13,924
12,254
Building and
improvement
192,591
-
(6,665)
-
67,060
252,986
124,464
-
(1,122)
69,249
192,591
69,398
(6,665)
31,182
-
93,915
46,049
(1,122)
24,471
69,398
159,071
78,415
123,193
Office
equipment
175
-
-
-
-
175
175
-
-
-
175
175
-
-
-
175
175
-
-
175
-
-
-
Transportation
equipment
10,315
(138)
(3,783)
-
-
6,394
7,356
-
-
2,959
10,315
5,596
(3,783)
2,412
-
4,225
2,405
-
3,191
5,596
2,169
4,951
4,719
Total
1,328,254
5,522
(18,028)
(2,109)
96,563
1,410,202
1,288,052
(31,370)
(8,161)
79,733
1,328,254
208,918
(18,028)
69,579
(1,143)
259,326
155,769
(8,161)
61,310
208,918
1,150,876
1,132,283
1,119,336

As of December 31, 2024 and 2023, the right-of-use asset were pledged as collateral for long term borrowings, please refer to Note 8.

(i) Investment property

Investment property including assets owned by the Group's.

The cost and accumulated depreciation of the investment property for the years ended December 31, 2024 and 2023, were as follows:

Cost or deemed cost:
Balance on January 1, 2024
Balance on December 31, 2024
Owned property
Land
Buildings
Unfinished
construction
$
856,841
155,507
-
$
856,841
155,507
-
Owned property
Land
Buildings
Unfinished
construction
$
856,841
155,507
-
$
856,841
155,507
-
Total
Land
$
856,841
$
856,841
Buildings
155,507
155,507
1,012,348
1,012,348

(Continued)

36

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Balance on January 1, 2023
Additions
Transferred from property, plant and equipment
Reclassified to propert, plant and equipment
Balance on December 31, 2023
Depreciation and impairment losses:
Balance on January 1, 2024
Depreciation
Balance on December 31, 2024
Balance on January 1, 2023
Depreciation
Transferred from property, plant and equipment
Balance on December 31, 2023
Book value:
Balance on December 31, 2024
Balance on January 1, 2023
Balance on December 31, 2023
Fair value:
Balance on December 31, 2024
Balance on December 31, 2023
Balance on January 1, 2023 (Note)
Owned property
Land
Buildings
Unfinished
construction
Total
$ 178,599
-
694,251
872,850
-
-
85,455
85,455
678,242
155,507
-
833,749
-
-
(779,706)
(779,706)
$
856,841
155,507
-
1,012,348
$ 128,599
24,329
-
152,928
-
3,120
-
3,120
$
128,599
27,449
-
156,048
$ 128,599
-
-
128,599
-
2,860
-
2,860
-
21,469
-
21,469
$
128,599
24,329
-
152,928
$
728,242
128,058
-
856,300
$
728,242
131,178
-
859,420
$
50,000
-
694,251
744,251
$
867,019
$
860,788
$
50,000
Owned property
Land
Buildings
Unfinished
construction
Total
$ 178,599
-
694,251
872,850
-
-
85,455
85,455
678,242
155,507
-
833,749
-
-
(779,706)
(779,706)
$
856,841
155,507
-
1,012,348
$ 128,599
24,329
-
152,928
-
3,120
-
3,120
$
128,599
27,449
-
156,048
$ 128,599
-
-
128,599
-
2,860
-
2,860
-
21,469
-
21,469
$
128,599
24,329
-
152,928
$
728,242
128,058
-
856,300
$
728,242
131,178
-
859,420
$
50,000
-
694,251
744,251
$
867,019
$
860,788
$
50,000
Land
$ 178,599
-
678,242
-
$
856,841
$ 128,599
-
$
128,599
$ 128,599
-
-
$
128,599
$
728,242
$
728,242
$
50,000
Buildings
-
-
155,507
-
155,507
24,329
3,120
27,449
-
2,860
21,469
24,329
128,058
131,178
-
  • Note: The above fair value does not include the unfinished construction of the superificies in the Changchun Section.

  • (i) The building and land No 32-2 at Jintai section of Zhongshan District in Taipei city was transferred from property, plant and equipment to investment property when the use of the property changed by resolution of the Board of Directors on February 9, 2023. Please refer to Note 6(g) for details.

  • (ii) The building on land number 517-2, 520 in Changchun Section 2, Zhongshan District in Taipei city was reclassified from investment property to property, plant and equipment when the use of the building changed to operation headquarters for self use by resolution of the Board of Directors on December 18, 2023. Please refer to Note 6(g) for details.

(Continued)

37

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (iii) The Group entered into a real estate contract and acquired land with Huang Jinqiu on July 31, 2000 of approximately 3,106.07 ping in Milan, Tamsui District (Sankong Spring Section). The total contract price was $178,599 thousand and $50,000 thousand of it was paid from mortgage pledged by the land owner, Huang Jinqiu using the land as collateral to CHINA UNITED TRUST & INVESTMENT CORPORATION; then, the debtor’s rights were transferred to the Group. In addition to the paid amount of $128,599 thousand, the remaining $50,000 thousand is part of the debtor’s right not yet transferred (equivalent amounts are accounted for under investment property and other non-current liabilities - other). The land ownership was transferred to the Group in May 2001 but it was classified as farm land and registered in the name of another person for the moment. The trust deed was entered and an equivalent amount of land price was pledged as collateral to the Group.

  • (iv) The fair value of investment property held by the Group is based on a valuation by an independent evaluator who has certified professional qualification and related valuation experience in locations/types of the valuated investment property. Under the valuation techniques for financial instruments measured at fair value, the inputs are categorized at level 3.

  • (v) As of December 31, 2024 and 2023, the investment properties were pledged as collateral for long-term borrowings payable, please refer to Note 8.

  • (vi) For the years ended December 31, 2023, please Note 6(x) for details of the interest capitalization of the unfinished construction of the investment properties (superficies) of the Group.

  • (j) Other financial assets and incremental costs of obtaining a contracts

Other current financial assets
Current incremental costs to obtain contract with customers
Other non-current financial assets
Total
December 31,
2024
$ 4,193,624
596,327
477,283
$
5,267,234
December 31,
2023
2,620,551
250,412
397,849
3,268,812
  • (i) Other financial asset

It mainly consists of time deposit notes, fixed deposits of more than three months, restricted bank deposits, pre-order price trust deposits, co-construction and development guarantee deposit and lease guarantee deposit which are pledged as collateral.

  • (ii) Incremental costs to obtaining a contract Current

The Group expects that commission expenses paid to selling agency for acquiring real estate sales contracts are recoverable. The Group has therefore recognized them as assets and are amortized when the revenues from selling real estates are recognized. For the years ended December 31, 2024 and 2023, the Group recognized $0 and $27,777 thousand of amortized expense, respectively.

(Continued)

38

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (k) Short-term borrowings/Short-term notes and bills payable
Secured bank loans

Unsecured bank loans
Short-term notes payables
Loss: joint loan case hosting fee

Unused short-term credit lines

Range of interest rates
December 31,
2024
$ 13,974,100
2,346,423
3,655,876
(39,222)
$
19,937,177
$
12,336,034
2.528%~3.7257%
December 31,
2023
9,840,857
1,585,545
2,695,923
(50,971)
14,071,354
12,920,283
2.403%~3.626%
  • (i) Issuance and repayment of loans

The Group borrowed $25,220,150 thousand and $22,906,588 thousand of additional loans for the years ended December 31, 2024 and 2023, respectively. In addition, the Group repaid $19,372,029 thousand and $20,110,206 thousand for the years ended December 31, 2024 and 2023, respectively.

  • (ii) Pledged assets for bank loans

The Group had pledged assets as collateral for short-term borrowings and short-term notes and bills payable, please refer to Note 8.

The Group had pledged assets as collateral and collateral provided by related party for bank loans, please refer to Note 7.

  • (l) Long-term borrowings

The detail were as follows:

Secured bank loans

Unsecured bank loans
Less: joint loan case hoting fee
Less: current portion
Total

Unused short-term credit lines

Range of interest rates
December 31,
2024
$ 1,283,345
23,290
(23,365)
(34,385)
$
1,248,885
$
490,780
2.22%~3.0935%
December 31,
2023
1,505,981
29,050
-
(847,334)
687,697
103,540
2.095%~3.12%
  • (i) Issuance and repayment of loans

The Group borrowed $712,179 thousand and $88,460 thousand of additional loans for the years ended December 31, 2024 and 2023, respectively. In addition, the Group repaid $940,575 thousand and $12,028 thousand for the years ended December 31, 2024 and 2023, respectively.

(Continued)

39

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Pledged assets for bank loans

Please refer to Note 8 for details of the related assets pledged as collateral for bank loans.

  • (m) Bonds payable
Secured ordinary corporate bond – noncurrent
Unsecured ordinary corporate bond— noncurrent
Less: current portion
December 31,
2024
$ 1,629,500
500,000
(840,500)
$
1,289,000
December 31,
2023
1,770,000
500,000
(640,500)
1,629,500
  • (i) Issuance and redemption of bonds payable

The Group issued secured ordinary corporate bond of $500,000 thousand and $270,000 thousand for the year ended December 31, ,2024 and 2023, respectively. The coupon rate was 2.10% and 1.62%, respectively and interests were paid annually. The period of issuance was both three years. For the year ended December 31, 2024 and 2023 $500,000 thousand, $100,000 thousand and $40,500 thousand, $100,000 thousand and $300,000 thousand was repaid to the secured corporate bond issued in July 2021, January 2022, September 2023, January 2022 and 2020, respectively.

(ii) Collateral pledged for corporate bonds payable

The Group had pledged assets as collateral and collateral provided by related parties for bonds payable, please refer to Note 7 and 8.

  • (n) Notes and accounts payables (including related parties)
Construction projects
Selling projects
Development projects
Others
December 31,
2024
$ 494,413
525,803
3,023,519
8,436
$
4,052,171
December 31,
2023
678,613
457,321
1,853,084
8,314
2,997,332
  • (o) Lease liabilities

Lease liabilities of the Group were as follows:

Current
Non-current
December 31,
2024
$
62,570
$
440,888
December 31,
2023
40,437
409,851

For the maturity analysis, please refer to Note 6(y).

(Continued)

40

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The amounts recognized in profit or loss were as follows:

The amounts recognized in profit or loss were as follows:
Interests on lease liabilities
Expenses relating to short-term leases
For the years ended December 31
2023
12,455
8,213

The amounts recognized in the statement of cash flows for the Group was as follows:

Total cash outflow for leases For the years ended December 31 For the years ended December 31
2024
$
72,669
2023
60,728

(i) Real estate leases

As of December 31, 2024 and 2023, the Group leases superficies, land, buildings and transportation equipment for its sales office and operation office. The leases typically run for 3 to 50 years.

(ii) Other leases The Group leases transportation equipment, with lease terms of three years.

(p) Operating lease

The Group leases out its property. The Group has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to Note 6(i).

A maturity analysis of lease payments, illustrating the undiscounted lease payments to be received after the reporting date, is as follows:

Less than one year
One to two years
Two to three years
Three to four years
Four to five years
More than five years
Total undiscounted lease payments
December 31,
2024
$ 78,459
78,459
77,013
60,793
60,430
105,753
$
460,907
December 31,
2023
78,379
78,379
78,379
76,956
60,793
166,184
539,070

For the years ended December 31, 2024 and 2023, the rental income from real estates amounted to $78,538 thousand and $33,038 thousand, respectively.

(Continued)

41

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(q) Employee benefits

(i) Defined benefit plans

The Group’s employee benefit liabilities were as follows:

Short-term Compensated absences liability December 31,
2024
$
12,356
December 31,
2023
11,281

(ii) Defined contribution plans

The Group allocates 6% of each employee’ s monthly wages to the labor pension personal account at the Bureau of the Labor Insurance in accordance with the provisions of the Labor Pension Act. Under these defined contribution plans, the Group allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligation.

The pension costs incurred from the contributions to the Bureau of the Labor Insurance amounted to $28,998 thousand and $25,411 thousand for the years ended December 31, 2024 and 2023, respectively. Payment was made to the Bureau of Labor Insurance.

(r) Income taxes

(i) The expense for the years ended December 31, 2024 and 2023 were as follows:

Current tax expense
Current period
Adjustment for prior periods
Additional tax on undistributed earnings
Land value increment tax
Deferred tax expense
Origination and reversal of temporary differences

(Continued)

42

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Reconciliation of income tax and profit before tax for 2024 and 2023 is as follows:

Profit before income tax
Income tax expense at domestic statutory tax rate
The book-tax difference in taxation of deferred interest
expenses
Chang in provision in prior period
Application for undistributed earnings tax refund
Land value increment tax
Change in deductible temporary differences
Gain on financial assets valuation
Others

(ii) Deferred tax assets and liabilities

1) Unrecognized deferred tax assets

Deferred tax assets have not been recognized with respect to the following items:

The carryforward of unused tax losses December 31,
2024
$
284
December 31,
2023
330

The ROC Income Tax Act allows the carry forward of net losses, as assessed by the tax authorities, to offset against taxable income. Deferred tax assets have been recognized in respect of these items because it is probable that future taxable profit will be available against which the Group can utilize as temporary difference.

As of December 31, 2024, the Group had recognized the prior years’loss carryfowards as deferred tax assets, and the expiry years’ thereof are as follows:

Year of loss
2015
2016
2017
2018
2019
Unused Balance
Expiry Year
$ 332
2025
262
2026
261
2027
283
2028
282
2029
$
1,420

(Continued)

43

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

2) Recognized deferred income tax assets and liabilities

Changes in the amount of deferred tax assets and liabilities for 2024 and 2023 were as follows:

Selling costs
temporary
difference
Deferred tax assets:
Balance on January 1, 2024
$ 1,631
Recognized in profit or loss
9,098
Balance on December 31, 2024
$
10,729
Balance on January 1, 2023
$ 9
Recognized in profit or loss
1,622
Balance on December 31, 2023
$
1,631
Deferred tax liabilities:
Balance on January 1, 2024
Recognized in profit or loss
Balance on December 31, 2024
Balance on January 1, 2023
Recognized in profit or loss
Balance on December 31, 2023
Deferred
advertisement
expense
Unused tax
losses
49,127
475
1,308
(475)
50,435
-
36,644
-
12,483
475
49,127
475
Selling costs
temporary
difference
$ 26,414
(26,414)
$
-
$ 7,299
19,115
$
26,414
Impairment
loss
13,262
(10,888)
2,374
2,743
10,519
13,262
Others

(iii) The approved income tax returns of the Group by the Tax Authority were as follow:

The Group
JSL Entertainment Co., Ltd.
Water Cube International Development Co., Ltd
Shigang Construction and Development Co., Ltd.
CHUWANG DEVELOPMENT CO., LTD.
JSL Food Art Creation Co., Ltd.
JSL International Development Co., Ltd.
Year of approval
2022
2022
2022
2022
2022
2022
2022

(s) Capital and other equity

As of December 31, 2024 and 2023, the total authorized capital of the Company was, amounting to both 800,000 thousand shares amounting to 8,000,000 thousand. Out of these shares, 624,910 thousand shares and 391,607 thousand shares, respectively, were issued and outstanding. The par value of the Company’s common stock is $10 (dollars) per share.

(Continued)

44

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(i) Issuance of ordinary share

On December 18, 2023, the Group engaged in cash capital increase and issue $25,000 thousand ordinary shares with a par value of $10 per share, amounting to $250,000 thousand pursuant to a resolution of the Chairman. The shares are issued at $80 per share. All the share payments have been collected. The base date for issuance of shares was March 28, 2024, and the payments of all issued shares have been collected. The relevant registration procedures had been completed.

On December 9, 2022, the Group engaged in cash capital increase and issue 24,000 thousand ordinary shares with a par value of $10 per share, amounting to $240,000 thousand pursuant to a resolution of the Board of Directors. The shares are issued at $72 per share on February 9, 2023 through resolution of the board of the directors and all the share payments have been collected. The base date for issuance of shares was March 30, 2023, and the payments of all issued shares have been collected. The relevant registration procedures had been completed.

Reconciliation of shares outstanding for 2024 and 2023 was as follows:

Balance on January 1
Capital increase from retained earnings
Capital increase from capital surplus
Issue of shares
Balance on December 31
(In thousands of shares)
Ordinary Shares
(In thousands of shares)
Ordinary Shares
For the years ended December 31
2024
391,607
166,642
41,661
25,000
624,910
2023
266,079
72,520
29,008
24,000
391,607

Pursuant to a shareholders’ resolution on June 28, 2024 and June 30, 2023, respectively, the Company distributed stock dividends by capital surplus amounting to $416,607 thousand and $290,079 thousand, respectively, by retained earnings amounting to $1,666,427 thousand and $725,198 thousand. The effective date of the capital increase were September 20, 2024 and September 9, 2023, which has already been registered with the government authorities.

(ii) Capital surplus

The components of capital surplus were as follows:

Additional paid in capital
Treasury shares
Lapsed share options
December 31,
2024
$ 2,944,454
5,556
6,691
$
2,956,701
December 31,
2023
2,208,631
5,556
4,406
2,218,593

(Continued)

45

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

According to the R.O.C. Company Act, capital surplus can only be used to offset a deficit, and only the realized capital surplus can be used to increase the common stock or be distributed as cash dividends. The aforementioned realized capital surplus includes capital surplus resulting from premium on issuance of capital stock and earnings from donated assets received. According to the Regulations Governing the Offering and Issuance of Securities by Securities Issuers, capital increases by transferring capital surplus in excess of par value should not exceed 10% of the total common stock outstanding.

As of April 29, 2024, a resolution was approved during the board of directors for the distribution of cash dividends by capital surplus amounting to $624,910 thousand. Pursuant to a shareholders’ resolution on June 28, 2024, the Company distributed stock dividends by capital surplus amounting to $416,607 thousand.

As of Apil 12, 2023, a resolution was approved during the board of directors for the distribution of cash dividends by capital surplus amounting to $290,079 thousand. Pursuant to a shareholders’ resolution on June 30, 2023, the Company distributed stock dividends by capital surplus amounting to $290,079 thousand.

(iii) Retained earnings

In accordance with the Group’s articles, if there are earnings at year end, 10 percent should be set aside as legal reserve (unless the amount in the legal reserve is already equal to or greater than the total paid-in capital) or reverse the special reserve according to the Securities and Exchange Act and the Group’ s operations after the payment of income tax and offsetting accumulated losses from prior years. The remaining portion will be combined with earnings from prior years, and the Board of directors can propose distribution plan such as issuance of new shares shall be approved by the shareholders’ meeting.

The earnings distribution may be distributed by way of cash dividend and/or stock dividend. The distribution ratio for cash dividend should not be less than 10% of the total dividend distribution. If all or part of the aforementioned employees’ compensation is distributed in cash, the resolution will be approved by a majority vote at a meeting of Board of Directors attended by two thirds of the total number of directors, and the distribution shall be submitted to the shareholders’ meeting.

1) Legal reserve

When a company incurs no loss, it may, pursuant to a resolution by a shareholders’ meeting, distribute its legal reserve by issuing new shares or by distributing cash, and only the portion of legal reserve which exceeds 25% of capital may be distributed.

2) Special reserve

In accordance with Rule No. 1010012865 issued by the FSC on April 6, 2012, a portion of current period earnings and undistributed prior period earnings shall be reclassified as special earnings reserve during earnings distribution. The amount to be reclassified should equal the current period total net reduction of other shareholders’ equity. Similarly, a portion of unappropriated earnings prior period earnings shall be reclassified as special earnings reserve (and does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods. The subsequent reversals of the contra accounts in shareholders' equity shall qualify for additional distributions.

(Continued)

46

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

3) Earnings distribution

The Company resolved on June 28, 2024 after passing the general shareholders’ meeting on the stock dividend of earnings distribution for the year ended December 31, 2023.The Company also resolved on April 12, 2023 after passing the Board of directors on the cash dividend of the earnings distribution for the year ended December 31, 2022.

Then the Company resolved on June 30, 2023 after passing the general shareholders’ meeting on the stock dividend of earnings distribution for the year ended December 31, 2022.

Information on dividends distributed to owners are as follows:

Dividends distributed to
ordinary shareholders:
Cash
Shares
Total
For the years ended December 31
2023
2022
Amount per
share
Total
Amount
Amount per
share
Total
Amount
$ -
-
0.50
145,039
4.00
1,666,427
2.50
725,198
$
1,666,427
870,237
For the years ended December 31
2023
2022
Amount per
share
Total
Amount
Amount per
share
Total
Amount
$ -
-
0.50
145,039
4.00
1,666,427
2.50
725,198
$
1,666,427
870,237
145,039
725,198
870,237

(t) Share-based payment

On January 29, 2024 and February 9, 2023, by resolution of the Board of Directors, $3,750 thousand and $2,880 thousand, respectively, new shares were issued by cash capital increase and retained for subscription by employees of the Company and its affiliated company. The Company had the following share-based payment transactions as of December 31, 2024 and 2023:

Grant date
Number of options granted
Contract term
Recipients
Vesting conditions
Equity settlement
Cash injection reserved for employees subscription
2024.2.22
2023.2.23
3,750 thousand shares
2,880 thousand shares
-
-
The employees of the
Company and the affiliated
companies
The employees of the
Company and the affiliated
companies
Immediate vesting codition
Immediate vesting codition

The cash injection mentioned above was reserved for employee subscription, and the renumeration cost recognized by the Group for the years ended 2024 and 2023 amounting to $29,625 thousand and $11,520 thousand, respectively.

(Continued)

47

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(u) Earnings per share

The basic earnings per share were calculated as follows:

Basic earnings per share
Profit attributable to ordinary shareholders of the Company
Outstanding at January 1 (note)
Weighted-average number of outstanding ordinary shares at
December 31 (note)
Diluted earnings per share
Profit attributable to ordinary shareholders of the Company
Weighted average number of ordinary shares outstanding (basic)
Effect of potentially dilutive ordinary shares
Employee stock
Weighted average number of ordinary shares outstanding (after
adjusting the effect of potentially dilutive ordinary shares)
For the years ended December 31 For the years ended December 31
2024
$
1,902,834
618,967
618,967
$
3.07
$
1,902,834
618,967
588
619,555
$
3.07
2023
1,507,668
578,730
578,730
2.61
1,507,668
578,730
496
579,226
2.60

Note: For the year ended December 31, 2024, the Company increase capital from capital surplus amounting to 41,661 thousand, and increase capital from retained earnings amounting to 166,642 thousand. Thus, for the twelve months ended December 31, 2023, the number of shares outstanding were both 578,730 thousand after retrospective adjustment.

(v) Revenue from contracts with customers

(i) Disaggregation of revenue

Major geographic markets:
Asia
Others
Total
Major product/service
lines:
Revenue from property
sales
Construction revenue
Service revenue
Rent revenue
Total
For the Year Ended December 31, 2024 For the Year Ended December 31, 2024 For the Year Ended December 31, 2024 For the Year Ended December 31, 2024
Development
segment
$ 2,140,856
-
$
2,140,856
$ 2,140,856
-
-
-
$
2,140,856
Sales
segment
Construction
segment
Other
Divisions
116,362
591
116,953
-
-
38,415
78,538
116,953
Total
5,113,410
-
3,787,050
-
3,787,050
-
3,787,050
-
-
3,787,050
11,157,678
591
5,113,410 11,158,269
-
-
5,113,410
-
2,140,856
3,787,050
5,151,825
78,538
5,113,410 11,158,269

(Continued)

48

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Timing of revenue
recognition:
Products or services
transferred at a point
in time
Labor transferred over
time
Major geographic markets:
Asia
Others
Total
Major product/service
lines:
Revenue from property
sales
Construction revenue
Service revenue
Rent revenue
Rent revenue
Total
Timing of revenue
recognition:
Products or services
transferred at a point
in time
Labor transferred over
time
Total
For the Year Ended December 31, 2024 For the Year Ended December 31, 2024 For the Year Ended December 31, 2024 For the Year Ended December 31, 2024
Development
segment
$ 2,140,856
-
$
2,140,856
Sales
segment
Construction
segment
Total
-
5,113,410
2,258,370
8,899,899
5,113,410 11,158,269
Development
segment
$ 613,899
-
$
613,899
$ 613,899
-
-
-
$
613,899
$ 613,899
-
$
613,899
Sales
segment
5,047,865
-
5,047,865
-
-
5,047,865
-
5,047,865
5,047,865
-
5,047,865
Constructio
n segment
2,361,207
-
2,361,207
-
2,361,207
-
-
2,361,207
-
2,361,207
2,361,207
Other
Divisions
78,859
1,052
79,911
-
-
49,880
30,031
79,911
79,911
-
79,911
Total
8,101,830
1,052
8,102,882
613,899
2,361,207
5,097,745
30,031
8,102,882
5,741,675
2,361,207
8,102,882

(Continued)

49

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Contract balances

Notes receivable
Notes receivable due from related
parties
Accounts receivable
Accounts receivable due from related
parties
Less: Loss allowance
Total
Contract assets - construction
Less: Loss allowance
Total
Contract liabilities — Rendering of
Services
Contract liabilities — sales of real
estates
Contractual liabilities — construction
Total
December 31,
2024
$ 33,887
-
1,718,557
584,121
(34,401)
$
2,302,164
$ 658,199
-
$
658,199
$ 154,584
6,153,116
807,626
$
7,115,326
December 31,
2023
38,541
2,028
2,552,402
250,678
(97,591)
2,746,058
781,292
-
781,292
188,837
3,283,221
697,330
4,169,388
January 1,
2023
22,714
2,042
1,292,724
80,869
(27,650)
1,370,699
527,475
-
527,475
164,728
2,141,361
297,631
2,603,720

For the details of accounts receivable and loss allowance, please refer to Note 6(d).

The major change in the balance of accounts receivables and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received. There is no significant changes for the years ended December 31, 2024 and 2023.

(w) Employee compensation and directors' and supervisors' remuneration

The Company’ s article of incorporation requires that earnings shall first to be offset against any deficit, then, a minimum of 1% will be distributed as remuneration to its employees and no more than 3% to its directors. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The recipients of shares and cash may include the employees of the Company’s affiliated companies who meet certain conditions.

The estimated amounts mentioned above are calculated based on the net profit before tax, excluding the remuneration to employees, directors and supervisors of each period, and multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company’s articles. These remunerations were expensed under operating costs or operating expenses during the reporting period. The Company borrowed $46,711 thousand and $40,224 thousand of additional loans for the years ended December 31, 2024 and 2023, respectively. In addition, the Company estimated renumeration to directors and supervisors amounting to $11,678 thousand and $10,056 thousand for the years ended December 31, 2024 and 2023, respectively. If there is a change in the proposed amounts after the annual financial statements are authorized for issue, the differences are accounted for as a change in accounting estimate and adjusted prospectively to next year’s profit or loss.

(Continued)

50

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

For the years ended December 31, 2023 and 2022, the remunerations to employees amounted to $40,224 thousand and $11,904 thousand, respectively. The remuneration to directors and supervisors amounted to $10,056 thousand and $2,976 thousand. There were over provision amounting to $849 thousand from the actual distribution for the year ended December 31, 2023, which were arising from the difference between estimated amounts and appropriation amount that passed the resolution of board of directors. Such differences were deemed as changes in estimates and recognized as profit or lossfor the year ended December 31, 2024. There were identical to the amounts of actual distributios for the year ended December 31, 2022. The information is available on the Market Observation Post System website.

  • (x) Non-operating income and expenses

(i) Interest income

The details of interest income for 2024 and 2023 were as follows:

Interest income from bank deposits
Deposit interest
Discounted accounts receivables
For the years ended December 31 For the years ended December 31
2024
$ 29,351
130
1,151
$
30,632
2023
16,713
115
5,001
21,829

(ii) Other income

The Group’s other income was as follows:

Rental revenue For the years ended December 31 For the years ended December 31
2024
$
2,469
2023
4,068
  • (iii) Other gains and losses

Other gains and losses of the Group are detailed as follows:

Loss on disposal of property, plant and equipment
Miscellaneous income
Changes in fair value through profit or loss dividend
income
Dividend income
Foreign exchange gains (losses)
Gain on modification of leases
Other expenses
For the Years Ended December 31
2024
2023
$ -
(127)
315,485
102,766
175,226
11,476
20
16
4,331
(842)
13
-
(10,312)
(1)
$
484,763
113,288
2024
$ -
315,485
175,226
20
4,331
13
(10,312)
$
484,763

(Continued)

51

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(iv) Finance costs

The details of the financial costs were as follows:

The details of the financial costs were as follows:
Interest expense
Bank borrowing
Lease liability interest expense
Bonds interest expense
Other finance costs
Less: Capitalization of interest
For the Years Ended December 31
2024
2023
$ 580,378
402,044
13,550
12,455
36,382
32,432
64,708
88,368
(192,774)
(105,307)
$
502,244
429,992
2024
$ 580,378
13,550
36,382
64,708
(192,774)
$
502,244

(y) Financial instruments

  • (i) Credit risk exposure

1) Credit risk

The carrying amount of financial assets represents the maximum amount exposed to credit risk.

2) Concentration of credit risk

The majority of the Group's customers are mostly those in the construction industry. In order to reduce accounts receivable credit risk, the Group continuously assesses the financial condition of its customers. If it is necessary, the Group will ask for guarantees or warranties. The Group still regularly assesses the likelihood of collectability of accounts receivable and sets aside allowance for losses (bad debts), based on the result of management’s evaluation of the overall amounts of bad debts. As of December 31, 2024 and 2023, the Group’ s major customers consisted of eight customers which are accounted for 66% and 65%, respectively, of accounts receivable so that management believes there was no concentration of credit risk.

  • 3) Credit risks of receivables and debt securities

For the information regarding credit risk exposure of notes and accounts receivables, please refer to Note 6(d). Other financial assets carried at amortized costs included other receivables.

Other financial assets carried at amortized costs included other receivables.

All of these financial assets are considered to be low risk, and thus the impairment provision recognized during the period was limited to 12 months expected losses. (Please refer to Note 4(g) for the Group determines whether credit risk is to be low risk).

(Continued)

52

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(ii) Liquidity risk

The following are the contractual maturities of financial liabilities, including the estimated interest payments and excluding the impact of netting agreements.

December 31, 2024
Non derivative financial liabilities
Floating rate instruments
Fixed rate instrument
Non-interest-bearing liabilities
December 31, 2023
Non derivative financial liabilities
Floating rate instruments
Fixed rate instrument
Non-interest-bearing liabilities
Carrying
amount
$ 17,564,571
6,288,834
4,767,919
$
28,621,324
$ 12,910,462
5,416,211
3,626,227
$
21,952,900
Cash flow
18,710,822
7,207,731
4,767,919
30,686,472
13,943,057
5,738,164
3,626,227
23,307,448
Within 1
year
7,293,199
5,243,738
4,767,919
17,304,856
4,415,008
3,448,147
3,626,227
11,489,382
1-3
years
5,465,996
1,457,149
-
6,923,145
4,080,543
1,763,771
-
5,844,314
Over 3
years
5,951,627
506,844
-
6,458,471
5,447,506
526,246
-
5,973,752

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.

  • (iii) Currency risk

  • 1) Exposure of foreign currency risk

The Group’s significant exposure to foreign currency risk was as follows:

Financial assets
Monetary items
CNY
USD
December 31, 2024 December 31, 2024 December 31, 2024 December 31, 2023
Foreign
Currency
Exchange
Rate
NTD
1,251
4.327
5,413
2,167
30.705
66,538
December 31, 2023
Foreign
Currency
Exchange
Rate
NTD
1,251
4.327
5,413
2,167
30.705
66,538
Foreign
Currency
$ 1,260
1,482
Exchange
Rate
4.478
32.785
NTD Exchange
Rate
NTD
4.327
5,413
30.705
66,538
5,642
48,587


  • 2) Sensitivity analysis

the Group’s exposure to foreign currency risk arises mainly from the translation of the foreign currency exchange gains and losses on cash and cash equivalents, trade receivables and other accounts receivables that are denominated in foreign currency. A strengthening (weakening) of 1% of the NTD against the USD and CNY at December 31, 2024 and 2023, assuming that all other variables remain constant, would have increased or decreased the profit after tax by $434 thousand and $576 thousand, respectively. The analysis assumes that all other variables remain constant and was performed on the same basis for both periods.

(Continued)

53

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 3) Foreign exchange gains and losses on monetary items

The amounts of conversion gains and losses (including realized and unrealized) of monetary items of the Group which were converted into functional currency, and the exchange rate information converted to the Group’s functional currency, NTD, are as follows:

follows:
USD/CNY For the Years Ended December 31
2024
Exchange
gain (loss)
Exchange
rate
$ 4,331
32.112/4.454
2023
Exchange
gain (loss)
$ 4,331
Exchange
gain (loss)
Exchange
rate
(842)
31.155/4.395

(iv) Interest rate analysis

Please refer to the notes on liquidity risk management and interest rate exposure of the Group's financial assets and liabilities.

The following sensitivity analysis is based on the risk exposure to the interest rates risk of derivative and non-derivative financial instruments on the reporting date. Regarding liabilities with variable interest rates, the analysis is based on the assumption that the amount of liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.50% when reporting to management internally, which also represents the Group management's assessment of the reasonably possible interest rate change.

If the interest rate increases or decreases by 0.50%, the Group’s net income will decrease /increase by $87,823 thousand and $64,552 thousand for the years ended December 31, 2024 and 2023, respectively, assuming all other variable factors remain constant. This is mainly due to the Group’s variable rate bank borrowings.

(v) Fair value of financial instruments

  • 1) Fair value hierarchy

The fair value of financial assets at fair value through other comprehensive income are measured on a recurring basis. The carrying amount and fair value of the Group’ s financial assets and liabilities, including the information on fair value hierarchy were as follows; however, except as described in the following paragraphs, for financial instruments not measured at fair value whose carrying amount is reasonably close to the fair value, disclosure of fair value information is not required:

(Continued)

54

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at fair value
through profit or loss
Financial assets at fair value
through profit or loss,
mandatorily measured at fair
value
Financial assets at fair value
through other comprehensive
income
Non-public offer equity
instrument measured at fair
value
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables (including
related parties)
Other current financial assets
Other non-current financial
assets
Subtotal
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Short-term notes payables
Notes and accounts receivable
(including related parties)
Other payables (including
related parties)
Corporate bonds payable
(including current portion)
Long-term borrowings
(including current portion)
Lease liabilities (including
current portion)
Guarantee deposits
Other non-current liabilities
Total
December 31, 2024 December 31, 2024 December 31, 2024
Book Value
$ 724,940
$ 5,396
$ 3,415,318
2,302,164
17,578
4,193,624
477,283
10,405,967
$ 11,136,303
$ 16,281,301
3,655,876
4,052,171
634,379
2,129,500
1,283,270
503,458
31,369
50,000
$ 28,621,324
Fair Value
Level 1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
724,940
5,396
-
-
-
-
-
-
730,336
-
-
-
-
-
-
-
-
-
-
Total
724,940
5,396
-
-
-
-
-
-
730,336
-
-
-
-
-
-
-
-
-
-

(Continued)

55

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Financial assets at fair value
through profit or loss
Financial assets at fair value
through profit or loss,
mandatorily measured at fair
value
Financial assets at fair value
through other comprehensive
income
Non-public offer equity
instrument measured at fair
value
Financial assets measured at
amortized cost
Cash and cash equivalents
Notes and accounts receivable
(including related parties)
Other receivables (including
related parties)
Other current financial assets
Other non-current financial
assets
Subtotal
Total
Financial liabilities measured at
amortized cost
Short-term borrowings
Short-term notes payable
Notes and accounts receivable
(including related parties)
Other payables (including
related parties)
Corporate bonds payable
(including current portion)
Long-term borrowings
(including current portion)
Lease liabilities (including
current portion)
Guarantee deposits
Other non-current liabilities
Total
December 31, 2023 December 31, 2023 December 31, 2023
Book Value
$ 399,758
$ 5,396
$ 1,689,153
2,746,058
29,324
2,620,551
397,849
7,482,935
$
7,888,089
$ 11,375,431
2,695,923
2,997,332
547,526
2,270,000
1,535,031
450,288
31,369
50,000
$ 21,952,900
Fair Value
Level 1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 2
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
Level 3
399,758
5,396
-
-
-
-
-
-
405,154
-
-
-
-
-
-
-
-
-
-
Total
399,758
5,396
-
-
-
-
-
-
405,154
-
-
-
-
-
-
-
-
-
-

(Continued)

56

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 2) Valuation techniques for financial instruments measured at fair value

  • a) Non-derivative instruments

If a financial instrument has a quoted price in an active market, the quoted price is used as fair value. The quoted price of a financial instrument obtained from main exchanges and on the run bonds from Taipei Exchange was the basis of determining the fair value of the listed companies’ equity instrument, and debt instrument that has the quoted price in an active market.

If a quoted price of a financial instrument can be obtained in time and often from exchanges, brokers, underwriters, industrial union, pricing institute, or authorities and such price can reflect those actual trading and frequently happen in the market, then the financial instrument is considered to have a quoted price in an active market. Otherwise, the market is deemed to be inactive. In general, market with low trading volume or high bid ask spreads is an indication of a non-active market.

The categories and nature of the fair value for the Group’s financial instruments which without an active market are as below:

Equity instruments without quoted price: The fair value is measured at discounted cash flow model. The assumption is discounted investees expected future cash flows by using the discounting rate which reflects the time value of money and the return of the investment.

Equity instruments without quoted price: The main assumption behind this is that the estimated pretax, pre-depreciation, and pre amortization earnings of the investee company is added to the earnings multiplier derived from the comparable quoted price of the listed company. The estimate of the fair value of equity instruments has been adjusted due to the effect of the discount arising from the lack of market liquidity of the equity security.

  • 3) Reconciliation of Level 3 fair values
Opening balance, January 1, 2024
Total gains and losses
Recognized in profit or loss
Purchased
Ending balance, December 31, 2024
At fair value through
profit or loss
Fair value through
other
comprehensive
income
Unquoted equity
instruments
5,396
-
-
5,396
Total
405,154
175,182
150,000
Non derivative
financial assets
mandatorily measured
at fair value through
profit or loss
(held for trading)
$ 399,758
175,182
150,000
$
724,940
730,336

(Continued)

57

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Opening balance, January 1, 2023
Recognized in profit or loss
Purchased
Ending balance, December 31, 2023
At fair value through
profit or loss
Fair value through
other
comprehensive
income
Unquoted equity
instruments
5,396
-
-
5,396
Total
193,956
11,198
200,000
Non derivative
financial assets
mandatorily measured
at fair value through
profit or loss
(held for trading)
$ 188,560
11,198
200,000
$
399,758
405,154

The aforementioned total gains or losses were classified as “unrealized losses from financial assets at fair value through other comprehensive income”. The information regarding assets held as of December 31, 2024 and 2023 is as follows:

Total gains and losses
Recognized in profit or loss (classified as “Other profit or
loss”)
For the years ended December 31 For the years ended December 31
2024
$
175,182
2023
11,198
  • 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement

The Group’s financial instruments that use Level 3 inputs to measure fair value include financial assets at FVOCI – equity investments.

Most of the fair value measurements categorized within Level 3 use the single and significant unobservable input. Equity investments without an active market contains multiple significant unobservable inputs. The significant unobservable inputs of equity investments without an active market are individually independent, and there is no correlation between them.

Quantified information of significant unobservable inputs was as follows:

Item
Financial assets
at fair value
through profit or
loss - Preference
share
Valuation
technique
Significant
unobservable inputs
Interrelationship
between significant
unobservable inputs
and fair value
measurement
‧Risk-free interest rate
(1.4444% as of December
31, 2024
‧Weighted average cost of
capital (4.8302% as of
December 31, 2023
respectively)
‧ The higher the risk-free
interest rate, the lower
the fair value
‧ The higher the market
liquidity discount rate,
the
lower
the fair
value
Discounted cash
flow method

(Continued)

58

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Item
Financial assets
at FVOCI equity
investments
without active
market
Valuation
technique
Significant
unobservable inputs
Comparable
company method
‧ P/B ratio (1.89~2.05
and1.70~1.76 as of
December 31, 2024 and
2023, respectively)
‧Market liquidity discount
rate (as of December 31,
2024 and 2023, were
both at 30%)

Interrelationship between significant unobservable inputs and fair value measurement

  • ‧The higher the multiplier and control premium, the higher the fair value.

  • ‧ The higher the market liquidity discount rate, the lower the fair value

  • ‧ The higher the market liquidity discount rate, the lower the fair value

  • 5) Transfer from one level to another

Stock and fund held by the Group without quoted price in an active market is sorted to Level 3. There is no significant changes for the years ended December 31, 2024 and 2023. Consequently, there is no transfer between levels measured at fair value in 2024 and 2023.

  • (z) Financial risk management

  • (i) Overview

The Group have exposures to the following risks from its financial instruments:

  • 1) credit risk

  • 2) liquidity risk

  • 3) market risk

The following likewise discusses the Group’s exposure information, objectives, policies and processes for measuring and managing the above mentioned risks For more disclosures about the quantitative effects of these risks exposures, please refer to the respective notes in the accompanying non-consolidated financial statements.

  • (ii) Risk management framework

The Group’ s finance management department provides business services for the overall internal department. It sets the objectives, policies and processes for managing the risk and the methods used to measure the risk arising from both the domestic and international financial market operations.

(Continued)

59

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The internal auditors of the Group continue with the review of the amount of the risk exposure in accordance with the Group’s policies and the risk management policies and procedures. The Group has no transactions in financial instruments (including derivative financial instruments) for the purpose of speculation.

  • (iii) Credit risk

Credit risk means the potential loss of the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investments in debt securities.

1) Accounts receivable and other receivables

The policy adopted by the Group is to deal only with reputable parties and, where necessary, obtain collateral to mitigate the risk of financial losses arising from default. The Group will rate the major customers using other publicly available financial information and mutual transaction records.

The Group did not have any collateral or other credit enhancements to avoid credit risk of financial assets.

2) Investments

The credit risk exposure in the bank deposits, investments with fixed income and other financial instruments are measured and monitored by the Group’s finance department. As the Group deals with the banks and other external parties with good credit standing and financial institutions, corporate organization and government agencies which are graded above investment level, management believes that the Group do not have compliance issues and no significant credit risk.

  • 3) Guarantees

Pursuant to the Group’s policies, the Group only provides financial guarantees to entities that have satisfied conditions. Please refer to Notes 7 (b)8. for details of the subsidiaries’ endorsements and guarantees provided by the Group as of December 31, 2024 and 2023.

(iv) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in settling its financial liabilities by delivering cash or other financial assets. The Group’ s approach to manage liquidity is to ensure, as far as possible, that it always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

(v) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, and equity prices, will affect the Group income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.

(Continued)

60

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

1) Foreign currency risk

The principal functional currency of the Group’s receivables and payables is NTD and is therefore not materially affected by exchange rate fluctuations.

The interest is denominated in the same currency as borrowings. Borrowings were generally denominated in currencies that match with the cash flows generated by the underlying operations of the Group, primarily TWD.Therefore, hedge accounting is not adopted.

2) Interest rate risk

Interest rate risk is the risk that fluctuations in market interest rates will adversely affect the future cash flow and fair value of financial instruments. The Group’s exposures to risk from changes in interest rates arise primarily from the Group’ s bank loans with floating interest rates.

The Group manages the interest rates risk by maintaining an adequate combination of fixed and variable interest rates. The Group has no cash flow risk of material interest rate movements.

  • 3) Credit risk

Credit risk means the potential loss of the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’ s operation activities (mainly accounts and notes receivable) and financial activities (mainly bank deposits and various financial instruments).

(aa) Capital management

The Group sets its objectives for managing capital to safeguard the capacity to continue to operate, to continue to provide a return to stockholders, to safeguard the interest of related parties, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the dividend payment and reduce the capital for redistribution to its shareholders. The Group also issues new shares or sell assets to settle any liabilities.

The Group and other entities in the same industry use the debt-to-equity ratio to manage its capital. This ratio is using the total net debt divided by the total capital. The net debt from the balance sheet is the total liabilities less cash and cash equivalents. The total capital and equity include share capital, capital surplus, retained earnings, and other equity.

The capital management strategy for the years ended December 31, 2024 and 2023 are the same for the Group. The Group’s debt-to-equity ratios at the end of the reporting periods were as follows:

Total liabilities
Less: Cash and cash equivalents
Net debt
December 31,
2024
$ 36,479,009
(3,415,318)
$
33,063,691
December 31,
2023
26,611,492
(1,689,153)
24,922,339
(Continued)

61

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Total equity
12,255,768
Less: cash flow hedge related accumulated equity
-
Total capital
$
12,255,768
Debt-to-capital ratio
%
269.78
8,948,219
-
8,948,219
%
278.52

(7) Related-party transactions

  • (a) Names and relationship with related parties

The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statementsconsolidated financial statements.

Name of related party Relationship with the Group JSL CONSTRUCTION Co., Ltd. The chairman of the entity is the Group chairman’s spouse JAYSANLYN REAL ESTATE & The chairman of the entity is the Group chairman’s ADVERTSING Co., Ltd spouse Xinlu Construction Co., Ltd The chairman of the entity is the Group chairman’s spouse JAYSHELYN CONSTRUCTION Co., Ltd The director of this entity is the director of the Group Zangfu Industrial Co., Ltd. The entity’ s chairman is the blood relatives within the second degree of kinship of the chairman of the Group Wangma Advertising Co., Ltd The chairman of the entity is the Group chairman’s spouse Hongdadi Construction Co., Ltd The entity’ s chairman is the blood relatives within the second degree of kinship of the chairman of the Group Uyi Investment Co., Ltd. The entity’ s chairman is the blood relatives within the second degree of kinship of the chairman of the Group Zhuanzhu Advertising Co., Ltd. The chairman of this entity is the director of the Group Tianyi Space Design Co., Ltd. The chairman of this entity is the director of the Group Shangjing Industrial Co., Ltd. The chairman of this entity is the director of the Group Huajiang International Development Co., An associate of the Group Ltd.

JAYSANLYN REAL ESTATE Co., Ltd The entity’ s chairman is the blood relatives within the second degree of kinship of the chairman of the Group

CHU YUAN INDUSTRIAL Co., Ltd Same Chairman with the Group Dalin development Co., Ltd. Same Chairman with the Group

(Continued)

62

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of related party Relationship with the Group Yingtai Development and Construction Co., The chairman of this entity is the director of the Ltd. Group Guangtaiji Construction Co., Ltd. The chairman of this entity is the director of the Group Shanlin International Co., Ltd. The chairman of the entity is the Group chairman’s spouse Morgan Interior decoration Co., Ltd. The chairman of the entity is the Group chairman’s spouse Fengyun Advertising Co., Ltd. The entity’ s chairman is the blood relatives within the second degree of kinship of the chairman of the Group Chuyi Industrial Co., Ltd The entity’ s chairman is the blood relatives within the second degree of kinship of the chairman of the Group Hengjiu International Co., Ltd. An associate of the Group Xingyu Development Co., Ltd. An associate of the Group Chairman: Wen Yu Chu The Group chairman Zhang Yingzhu The Group chairman’s spouse Lin Zhifeng Management of the Group YuyanJinxiang Space Design Co., Ltd. Substantial related party Chuangyu Space Design Co., Ltd. Substantial related party Yuchang interior design Substantial related party Li Junping Space Design Co., Ltd. Substantial related party

  • (b) Significant transactions with related parties

  • (i) Sales revenue

The amounts of significant sales by the Group to related parties were as follows:

Item Relationship
Other related parties
JSL CONSTRUCTION Co., Ltd.
JAYSHELYN CONSTRUCTION Co., Ltd.
CHU YUAN INDUSTRIAL Co., Ltd
Huajiang International Development Co., Ltd.
Other related parties
For the Years Ended December 31 For the Years Ended December 31
2024
$ 559,344
41,972
133,721
48,117
115,639
$
898,793
2023
368,305
88,239
20,189
70,159
41,564
Revenue from service rendered
per contract
588,456

(Continued)

63

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Item Relationship
Other related parties
Other related parties
JSL CONSTRUCTION Co., Ltd.
JAYSHELYN CONSTRUCTION Co., Ltd
CHU YUAN INDUSTRIAL Co., Ltd
Other related parties
Other related parties
Other related parties
For the Years Ended December 31 For the Years Ended December 31
2024
$
2,048
989,435
294,202
125,914
57,420
$
1,466,971
$
10
$
446
2023
1,891
Information and administration
income
Construction revenue
Rental income
Other operating income
724,030
188,348
117,865
36,101
1,066,344
-
-
  • 1) There were no significant differences in the purchasing prices and trading terms between related parties and other vendors on the service contract provided by the Group. The collection terms are also comparable to those of other companies.

  • 2) The Group offers information, management services and general sales (including property income) to the aforementioned entity, the transaction price is determined according to the general market prices, and the collection term is the monthly,advance payments or as outlined by contract.

  • 3) The Group’ s engineering projects, which are commissioned by the related parties, included reasonable management fees calculated from the beginning of project and project profits. Then, submitted to management for approval and hence the commission price is determined. For the years ended December 31, 2024 and 2023, the Group’s gross margin of interest for the related parties was both 0.49% to 5.44%.

  • 4) The details of the individual marketing planning contracts signed by the Group and other related parties are as follows:

Name of project
Selling project-273
Selling project-307
Selling project-326
Selling project-327
Selling project-3725
Selling project-356
Selling project-392-1
Selling project-392-2
The signing date of
selling agreement
Sales period
2018.10.01
From October 1, 2018 to June 30, 2026
2020.06.01
From the contract date to sold out
2018.10.01
Up to three months after the date of obtaining the
license(extended to April 30, 2025)
2018.03.01
Extended to February 28, 2026 (subject to
further extension)
2020.08.01
Up to one month after the date of obtaining the
license (subject to extension)
2019.01.01
From January 1, 2019 to three months after the
date of obtaining the license (extended to sold
out)
2023.01.07
From January 7, 2023 to six months after the
date of obtaining the license (subject to
extension)
2024.01.18
From January 18, 2024 to June 30, 2027 (subject
to extension)

(Continued)

64

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of project
Selling project-432
Selling project-438
The signing date of
selling agreement
Sales period
2023.03.01
From March 1, 2023 until six months after
obtaining (subject to extension)
2023.09.20
From September 20, 2023 until six months after
obtaining (subject to extension)
  • 5) The details of the property management contract between the Group and other related parties were as follows:
December 31, 2024
Relationship with the Group
Other related parties

December 31, 2023
Relationship with the Group
Other related parties
Name of project
Contract term
Q Square Second
Building
2024.07.01~2025.06.30
JSL Hot Spring Hotel
2024.07.01~2025.06.30
Name of project
Contract term
Green Villa
2023.07.01~2024.03.31
  • (ii) Purchases

Selling

The amounts of significant purchases by the Group from related parties were as follows:

Relationship
Other related parties
For the Years Ended December 31 For the Years Ended December 31
2024
$
34,407
2023
22,548

The terms and pricing of purchase transactions with related parties were not significantly different from those offered by other vendors. The payment terms ranged from one to two months, which were no different from the payment terms given by other vendors.

Construction industry

The amounts of significant purchase by The Group from associates were as follows:

Relationship
Other related parties
For the Years Ended December 31 For the Years Ended December 31
2024
$
38,864
2023
31,481

The Group obtained partial lot of joint ownership land No. 331, Wuguwang section, Sanchong District, New Taipei City from other related parties with a contract price amounting to $31,481 thousand in August 2023, which were fully paid as of December 31, 2023 and the relevant procedures for the transfer of ownership has been completed.

(Continued)

65

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Construction industry

The amounts of significant purchase by The Group from associates were as follows:

Relationship
Other related parties
For the Years Ended December 31 For the Years Ended December 31
2024
$
56,147
2023
13,968

(iii) Receivables from related parties

The details of the Group's receivables from related parties were as follows:

Account
Relationship
Contract
assets
Other related parties
JSL CONSTRUCTION Co., Ltd.
Other related parties
Notes
receivable
Other related parties
Accounts
receivable
CHU YUAN INDUSTRIAL Co., Ltd.
Other related parties
Other
receivables
Other related parties:
Fengyun Advertising Co., Ltd.
Other related parties
Payables to related parties
The payables to related parties were as follows:
Account
Relationship
Contract
liabilities
Other related parties
JSL CONSTRUCTION Co., Ltd.
JAYSHELYN CONSTRUCTION Co.,
Ltd.
Other related parties
Account
Relationship
Contract
assets
Other related parties
JSL CONSTRUCTION Co., Ltd.
Other related parties
Notes
receivable
Other related parties
Accounts
receivable
CHU YUAN INDUSTRIAL Co., Ltd.
Other related parties
Other
receivables
Other related parties:
Fengyun Advertising Co., Ltd.
Other related parties
Payables to related parties
The payables to related parties were as follows:
Account
Relationship
Contract
liabilities
Other related parties
JSL CONSTRUCTION Co., Ltd.
JAYSHELYN CONSTRUCTION Co.,
Ltd.
Other related parties
December 31,
2024
$ 5,010
75,431
$
80,441
$
-
$ 455,441
57,282
71,398
$
584,121
7,044
702
$
7,746
December 31,
2024
$ 448,493
111,272
-
$
559,765
December 31,
2023
551,465
8,860
560,325
2,028
173,593
18,919
58,166
250,678
21,345
3,405
24,750
December 31,
2023
185,531
180,342
4,168
370,041
(Continued)
Other related parties
JSL CONSTRUCTION Co., Ltd.
JAYSHELYN CONSTRUCTION Co.,
Ltd.
Other related parties

(iv) Payables to related parties

66

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Account
Accounts
payable
Other
payables
Relationship December 31,
2024
$ -
1,914
-
4,795
2,931
1,451
$
11,091
$ 2,646
1,592
24,067
3,315
$
31,620
December 31,
2023
Other related parties
CHU YUAN INDUSTRIAL Co., Ltd.
JSL CONSTRUCTION Co., Ltd.
Zangfu Industrial Co., Ltd.
Hengjiu International Co., Ltd.
Dalin development Co., Ltd.
Other related parties
JSL CONSTRUCTION Co., Ltd.
JAYSANLYN REAL ESTATE &
ADVERTSING Co., Ltd
Fengyun Advertising Co., Ltd
Other related parties
14,667
1,060
2,454
-
656
-
18,837
2,646
-
23,178
1,069
26,893

(v) Deposits received

The Group leased office bulidings to other related parties for business use, and the security deposit collected $14 thousand for the year ended December 31,2024.

(vi) Leases

As a lessee

  • 1) The related information of the Group leased buildings and offices from other related parties was as follows:
Name of related party Contract term Right-of-use
assets
December 31,
2024
$
3,667
$
2,724
$
32,548
$
45,012
$
44,138
$
28,522
Interest expense
2024
103
73
821
1,510
116
801
Lease liabilities
December 31,
2024
3,929
Other related parties:
Other related parties


Dalin development Co., Ltd.

JAYSANLYN REAL ESTATE &
ADVERTSING Co., Ltd
2016.06.01-2028.12.31
2020.06.01-2030.05.31
2020.05.01-2029.12.31
2023.04.01-2027.03.31
2024.12.01-2028.03.31
2018.01.01-2028.12.31
2,912
33,599
46,142
44,195
30,562

(Continued)

67

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of related party Contract term Right-of-use
assets
December 31,
2023
$
4,584
$
3,227
$
19,370
$
58,861
$
35,652
Interest expense
2023
125
84
500
1,383
970
Lease liabilities
December 31,
2023
4,855
Other related parties:
Other related parties


Dalin development Co., Ltd.
JAYSANLYN REAL ESTATE &
ADVERTSING Co., Ltd
2016.06.01-2028.12.31
2020.06.01-2030.05.31
2020.05.01-2029.12.31
2023.04.01-2027.03.31
2018.01.01-2028.12.31
3,410
20,185
59,489
37,760
  • 2) The group leased buildings and offices from other related parties as registered address, for the years ended December 31, 2024 and 2023, the group recognized both $23 thousand rent expense.

As a lessor

The details of rental offices The Group leased to it related parties for the years ended December 31, 2024 and 2023 were as follows:

Name of related
party
2024
Other related parties


2023
Other related parties
Period
2017.05.162025.05.15
2024.03.012026.02.28
2024.03.012026.02.28
2017.05.162024.05.15
Monthly rent
(including tax)
$
2
$
2
$
2
$
2
Guarantee
deposits
-
-
-
-
Rent income
(including tax)
23
19
19
24

(vii)Services

The related party and the Group have entered contract of appointment for sales planning, the details are as follows:

Name of
related party
Name of
project
Sales period
2021.08.10~2025.12.31
Accumulated price
December
31, 2024
December
31, 2023
$ 160,405
155,320
JAYSANLYN
REAL ESTATE &
ADVERTSING
Co., Ltd
Garden palace

(Continued)

68

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
related party
Name of
project
Sales period Accumulated price Accumulated price
December
31, 2023
Fengyun
Advertising Co.,
Ltd.


58,410
17,253
-
19,429
250,412

(viii) Guarantees

  • 1) The management of the Group will provide land as collateral for the application to issue secured corporate bond.

  • 2) The Group apply for the short-term secured bank loan in December 2022 to be pledged by the time deposit slip from related party, Dalin development Co., Ltd. as collateral. The company settled the loan in April 2023, and the bank also terminated the loan facility and released the collateral pledged for guarantee.

  • 3) The management of the Group had pledged stocks and real estate as collateral provided for bank loan for the year ended December 31, 2024 and 2023.

(ix) Other

  • 1) The Group acquired 5 pieces land including the Fuxing section, Hsinchu country in 2024, acquired 2 pieces of land including the Baoxiang section,Hsinchu county in 2023, acquired 6 pieces of land including the Baoxiang section, Hsinchu county and 9 pieces of land including the Ganlin section, Xinbei country in 2022 and acquired 43 pieces of land including the Baoxiang section, Hsinchu county in 2015 and the Milan (Sankong Spring Section) in Tamsui District in 2001, respectively. However, they are classified as farm land and are temporarily registered under the name of the key management of the Group. Also,a real estate entrust contract are entered and are pledged to the Group with an equivalent amount.

  • 2) The Group provided support services to its subsidiaries and other related parties received service income was as follow (recognized under other gains and losses) for the years ended December 31, 2024 and 2023.

Other related parties 2024
$
196,795
2023
79,467
  • 3) The Group and Guangtai Ji Construction Co., Ltd. a related party, signed a joint investment and construction agreement for the Municipal Ai Yue Development Project, with the group’s investment ratio being 30%.

(Continued)

69

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • 4) The Group entered into a joint investment and construction agreement with the related party, Shangjing Industrial Co., Ltd. in the “ Shizhengguandi No.2” the related party accounted for an investment ratio of 11.57%.

  • 5) The Group entered into a joint contract with the related party, Uyi Investment Co., Ltd for the "Shizhengdibao development project". Uyi Investment Co., Ltd held 0.40% of the land development ratio was 55%.

  • (c) Key management personnel compensation

Key management personnel compensation comprised:

Short-term employee benefits
Post-employment benefits
For the Years Ended December 31 For the Years Ended December 31
2024
237,958
$ 1,296
$
239,254
2023
178,419
1,395
179,814

(8) Pledged assets:

The carrying values of pledged assets were as follows:

Pledged Assets
Object
Other financial assets (current
and noncurrent)
Short-term notes payables, pre-order
price trust deposits and performance
bond
Inventory-construction
Bank borrowings and short-term notes
payable
Property, plant and equipment Long-term borrowings and short-term
bills payable
Investment property, net
Long-term
Right-of-use assets
Long-term borrowings and short-term
bills payable
December 31,
2024
$ 2,942,511
25,745,236
1,101,166
806,300
960,251
$
31,555,464
December
31, 2023

1,670,958
20,115,677
28,209
809,420
979,170
23,603,434

(Continued)

70

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(9) Commitments and contingencies:

  • (a) Unrecognized contractual commitments

  • (i) The Group’ s unrecognized contractual commitments for Property, Plant and Equipment purchase and inventory purchase were as follows:

Inventory purchased - (construction) December 31,
2024
$
3,308,457
December 31,
2023
1,353,636
(ii)
The Group’s selling price outlined in pre-sale housing contract is as follows:
December 31,
2024
Price outlined in signed sales contracts (tax included)
$
48,825,492
Amount collected as per the contract (untaxed)
$
6,153,116
December 31,
2023
25,121,731
3,283,221
  • (iii) As of December 31, 2024 and 2023, the Group entered into construction contract amounting to $23,070,849 thousand and $15,196,805 thousand, respectively, within which, $7,024,667 thousand and $4,155,645 thousand have been respectively accumulated in valuation.

  • (iv) As of December 31, 2024 and 2023, the Group entered into sales contract in total amounting to $78,590 thousand and $5,906 thousand, respectively, within which, $22,006 thousand and $3,937 thousand have been respectively accumulated in valuation.

  • (v) As of December 31, 2024 and 2023, the refundable deposits paid, through cooperation with the landowners, amounted to $1,447,805 thousand and $1,247,474 thousand, respectively.

  • (vi) The related party and the Group have entered into the contract of appointment for marketing planning, the details are as follows:

Name of
project
Selling project-273
Selling project-307
Selling project-326
Selling project-327
Selling project-356
Selling project-367
Selling project-369
Selling project-370
Selling project-
3720
The signing date of
selling agreement
Sales period
2018.10.01
From October 1, 2018 toJune 30, 2026
2020.06.01
From the contract date to sold out
2018.10.01
Up to three months after the date of obtaining the license
(extended to April 30, 2025)
2018.03.01
Extended to February 28, 2026 (subject to further
extension)
2019.01.01
From January 1, 2019 to three months after the date of
obtaining the license (extended to sold out)
2020.03.01
Up to one month after the date of obtaining the license
2019.09.14
Up to eighteen months after the date of obtaining the
license
2019.11.01
From the date of obtaining a license to use (extended to
December 31, 2025)
2019.10.01
Up to one month after the date of obtaining the license
(subject to extension)

Up to one month after the date of obtaining the license (subject to extension)

(Continued)

71

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of
project
Selling project-
3725
Selling project-
3820
Selling project-
3823
Selling project-392-
1
Selling project-392-
2
Selling project-403
(8-3)
Selling project-403
(8-1)
Selling project-403
(9-1)
Selling project-403
(8-2)
Selling project-403
(6-1, 6-2)
Selling project-413
(5-1, 7-1, 7-2)
Selling project-403
(Business No.2)
Selling project-418
Selling project-418
Selling project-423
Selling project-424
Selling project-425-
1
Selling project-429
Selling project-430
Selling project-431
Selling project-432
Selling project-433-
1
Selling project-434
Selling project-438
The signing date of
selling agreement
Sales period
2020.08.01
Up to one month after the date of obtaining the license
(subject to extension)
2020.06
From June 01, 2020 and ended one month after the date of
obtaining the license (subject to extension)
2020.06
From June 01, 2020 and ended one month after the date of
obtaining the license (subject to extension)
2023.01.07
From January 7, 2023 to six months after obtaining the
license (subject to extension)
2024.01.08
From January 18, 2024 to June 30, 2027 (subject to
extension)
2022.05.16
From May 16, 2022 to six months after obtaining the
license (subject to extension)
2022.06.01
From June 1, 2022 to six months after obtaining the license
(subject to extension)
2022.06.01
From June 1, 2022 to six months after obtaining the license
(subject to extension)
2023.03.01
From March 1, 2023 to six months after obtaining the
license (subject to extension)
2023
Sales start after the building license has been obtained until
December 31, 2026 (subject to extension)
2024.05.23
2024.05.23 to 2027.12.31 (subject to extension)
2024.11.08
2024.11.08 to 2027.12.31 (subject to extension)
2021.12
Sales start after the building license has been obtained and
the sales period is two years (subject to extension)
2023
Sales start after the building license has been obtained and
the sales period is two years (subject to extension)
2022.05.01
2022.05.01 to 2025.04.30(subject to extension)
2022.12.16
From December 16, 2022 and ended one months after the
date of obtaining the license (subject to extension)
2024.06.20
From June 20, 2024 to June 30, 2025 (subject to extension)
2022.09.15
2022.09.15~2026.12.31(subject to extension)
2022.10.20
Sales start after the building license has been obtained and
the sales period is ten mounths (subject to extension)
2022.08.16
Sales start after the building license has been obtained and
the sales period is one year (extended to April 30, 2025)
2023.03.01
From March 1, 2023 to six months after the obtaining the
license (subject to extension)
2024.11.09
2024.11.09~2025.10.31(subject to extension)
2023.07.01
2023.07.01~2027.12.31(subject to extension)
2023.09.20
From September 20, 2023 to six months after the date of
obtaining the license (subject to extension)

(Continued)

72

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Name of The signing date of project selling agreement Sales period Selling project-439 2024.02.27 2024.02.27~2027.12.31 (subject to extension) Selling project-440 2023.01.09 Sales start after the building license has been obtained and the sales period is two year (subject to extension) Selling project-443 2023.12.29 2024.01.01~2027.12.31 (subject to extension) Selling project-444 2024.01.03 From January 1, 2024 and ended six month after date of obtaining the license (subject to extension) Selling project-446 2024.03.01 Sales start after the building license has been obtained and the sales period is two year (subject to extension) Selling project-447 2023.12.29 Sales start after the building license has been obtained and the sales period is one year (subject to extension) Selling project-448 2024.03.19 From March 19, 2024 and ended eighteen months after the project officially opened. (subject to extension) Selling project-450 2024.04.01 2024.04.01~2026.04.01 (subject to extension) Selling project-453 2024.06.25 2024.06.25~2026.06.25 (subject to extension) Selling project2024.04.01 2024.04.01~2026.04.01 (subject to extension) 4503 Selling project-456 2024.07.01 2024.07.01~2026.05.31 (subject to extension) Selling project-457 2024.08.01 2024.08.01~2027.07.31 (subject to extension) Selling project-458 2024 2024.07.01~2025.06.30 (subject to extension) Selling project-459 2024.07.15 2024.07.15~2025.07.14 (subject to extension) Selling project-460 2024.08.07 2024.08.07~2025.08.06 (subject to extension) Selling project-461 2024.10.09 2024.10.19~2026.12.31 (subject to extension) Selling project-464 2024.11.06 2024.11.06~2026.12.31 Selling project-470 2024.08.12 2024.08.12~2026.12.31 (subject to extension) Selling project-471 2024.08.12 2024.08.12~2026.12.31 (subject to extension) Selling project-473 2024.11.21 2024.11.21~2026.11.20 (subject to extension)

(10) Losses Due to Major Disasters:None

(11) Subsequent Events:

On November 11, 2024 our campany passed a board resolution to conduct a cash capital increase of 50,000 thousand shares, with per value of $10 per share. The aforementioned cash capital increase was approved and declared effctive by the FSC on December 31, 2024. The shares will be issued at $83 per share, with February 11, 2025 set as the base date for the capital increase.

The Company and HONHUI Co., Ltd. jointly established Shanlinhui Development Co., Ltd. on February 21, 2025 to execute the Taiwan power CR-1 urban renewal project. The capital of newly established company is $500,000 thousand, with The Company contributing $250,000 thousand holding 50% of the shares. The Company’s chairman will serve as the chairman.

(Continued)

73

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(12) Other:

(a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:

follows:
By funtion
By item
For the years ended December 31
2024 2023
Cost of
Sale
Operating
Expense
Total Cost of
Sale
Operating
Expense
Total
Employee benefits
Salary 654,685 724,073 1,378,758 474,856 676,027 1,150,883
Labor and health insurance 33,152 40,418 73,570 25,665 32,822 58,487
Pension 15,248 13,750 28,998 12,537 12,874 25,411
Others 11,394 28,387 39,781 9,235 18,489 27,724
Depreciation 30,002 67,833 97,835 23,308 31,863 55,171
Depletion - - - - - -
Amortization - 2,803 2,803 - 1,727 1,727
  • (b) the Group was searched by the prosecution unit on September 20, 2012 for suspected breach of

Securities and Exchange Act. The case was investigated and closed on January 21, 2013 by the Taiwan Taipei District Prosecutors Office. Chen Qicang, the former general manager of the Group, Dong CuiHua, former head of the Finance segment of the Group (both had resigned in February 2013) and Lin Hongming were charged with alleged breaches of the Securities and Exchange Act.

The Group is not a defendant in the litigation referred to in the preceding paragraph and thus it has not been provided with bill of indictment. It was to the understanding of the Group that the loan amounting to $1,855,000 thousand were borrowed from CHINA UNITED TRUST & INVESTMENT CORPORATION by pledging land in Milan section and Shuixian section,Tamsui district as collateral. Subsequently, the Group met financial difficulties and was unable to repay the interests and principal on the loan, CHINA UNITED TRUST & INVESTMENT CORPORATION then sell the said mortgage as bad debt. The aforesaid bad debt was acquired by Qiyang Asset Management Co., Ltd. in 2005. The Group then entered into a debt settlement agreement with the creditor, Qiyang Asset Management Co., Ltd.in May 2006. By transferring the Group’s collateral pledged for the loan, the land lot at Shuixian section and building license to the creditors, the Group is exempted from repaying the principal of the said loan, its deferred interest and breach penalty. Also, an additional amount of $355,000 thousand may be obtained by the Group; As for the loan borrowed by pledging the land at Milan section, the Group has entered into a sales contract in May 2002 to the land at Milan section. Consequently in 2005, the Group entered into a tripartite agreement with the land purchaser and creditor, Qiyang Asset Management Co., Ltd. to eliminate the Group’s debts and the land purchaser of Milan section should bear the debts. The above transactions were investigated by the prosecution unit and found to be in violation of the Securities and Exchange Act and The Banking Act of The Republic of China.

(Continued)

74

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

However, it has been verified that the transactions relating to the above-mentioned land in the Milan and Shuixian sections were engaged between 2002 and 2006, and such transactions have been completed as of the reporting deadline. The transfer and payment of debt to the land title and related transactions have been completed. The terms of the transaction, the process and the related transaction amount, the amount of profit and loss effect have been outlined and accounted for in the notes to each financial statements for the years accordingly.

On August 22, 2013, the Group filed a criminal suit with civil action against Lin Hongming and others at the Criminal court of Taiwan Taipei District Court for damages compensation of $1,471,534 thousand. On July 25, 2014, the Criminal Court of Taiwan Taipei District Court ruled that the case should be referred to the Civil Court of Taiwan Taipei District Court for proceeding with a civil action.

This case was ruled by the Taiwan Taipei District Court on June 23, 2017, rejecting the Group’s claim for damages. the Group appealed the civil judgment to Taiwan High Court on July 21, 2017 and the Taiwan High Court ruled on December 4, 2019 that Lin Hongming and others were liable to pay damages of $754,462 thousand to the Group. However, the appellee, Lin Hongming and others refused the judgment and appealed to the Supreme Court. The Supreme Court then ruled on March 31, 2021 to send the case back to Taiwan High Court for hearing. Currently, it is being proceeded by the Taiwan High Court.

This case was ruled by Supreme Court on February 23, 2022 that criminal proceedings gained by Lin Hongming and others amounting to $446,330 thousand shall be confiscated, excluding the amount returned to victims or being requested for damages claims. Then, Lin Hongming appealed against the criminal ruling by Taiwan High Court, which was disclosed previously. The Supreme Court dismissed such appeal on July 21, 2022, so the above-mentioned criminal ruling by Taiwan High Court has been confirmed. The Company filed an application with the Taiwan Taipei District Prosecutors Office on September 22, 2022 for the return of criminal proceeds. The prosecutor has also actually detained the criminal proceeds collected by Lin Hongming, but has not yet approved the return of the criminal proceeds to the Company. The Civil court of the Taiwan High Court issued a ruling on January 30, 2024 rejecting the Company’s claim for damages, and the Company filed an appeal with the Supreme Court on March 6, 2024 after receiving such ruling. On November 5, 2024 the Company received a civil ruling from supreme Court rejecting the appeal and the Company shall not file any further appeal against the civil and the case determined.

The management of the Group has assessed that the said litigation will not have any effect of increase on loss or contingent loss on the consolidated financial statements of the Group for the twelve month period ended December 31, 2024. Accordingly, the litigation case should have no other effect on the disclosure in notes to the consolidated financial statements as of December 31, 2024.

(Continued)

75

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

(13) Other disclosures:

  • (a) Information on significant transactions:

The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the year ended December 31, 2024:

(i) Loans to other parties:

Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties: Loans to other parties:
(In Thousands of New Taiwan Dollars)
Number Name of
lender
Name of
borrower
Account
name
Related party Highest
balance
of financing
to other
parties
during the
period
Ending
balance
Actual
usage
amount
during the
period
Range of
interest rates
during the
period
Purposes of
fund
financing for
the borrower
Transaction
amount for
business
between two
parties
Reasons
for
short-term
financing
Allowance
for bad debt
Collateral Individual
funding loan
limits
Maximum
limit of fund
financing
Item Value
1 CHUWANG
DEVELOP
MENT CO.,
LTD.
JSL
CONSTRUC
TION &
DEVELOP
MENT CO.,
LTD.




Other
receivables
due from
related
parties
Yes 900,000 - - 3.000 1 7,069,706 - - - - 13,293,897 13,293,897
1 CHUWANG
DEVELOP
MENT CO.,
LTD.
JSL
CONSTRUC
TION &
DEVELOP
MENT CO.,
LTD.




Other
receivables
due from
related
parties
Yes 900,000 900,000 750,000 3.00 1 13,293,897 - - - - 17,513,794 17,513,794

Note 1: Pursuant to “Procedure of Loans to Other Parties”of CHUWANG DEVELOPMENT CO., LTD., capital shall only be loaned to trading counterparties,the maximum amount of loan to a trading counterparties shall be the actual amount of inventory purchased or sold by the parties, and the amount of valid purchase contracts or sales contract. The limit on loans to a single party shall be the actual amount of inventory purchased or sold by the parties, and the amount of valid purchase contracts or sales contract. Note 2: Financing purposes:

  • (1) Those with business contact, please fill in 1.

  • (2) Those necessary for short term financing, please fill in 2.

Note 3: The above intercompany transactions have been eliminated when preparing the consolidated financial statements.

Note 4: The financing has been due for repayment on March 14, 2024. The funds are loaned to individual objects and the total amount of funds are calculated based on the sales dated March 14, 2024.

(ii) Guarantees and endorsements for other parties:

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
No. Name of
guarantor
Counter-party of
guarantee and
endorsement
Limitation on
amount of
guarantees and
endorsements
for a specific
enterprise
Highest
balance for
guarantees and
endorsements
during
the period
Balance of
guarantees
and
endorsements as
of
reporting date
Actual usage
amount during
the period
Property
pledged for
guarantees and
endorsements
(Amount)
Ratio of accumulated
amounts of
guarantees and
endorsements to net
worth of the latest
financial statements
Maximum
amount for
guarantees and
endorsements
Parent company
endorsements/
guarantees to
third parties on
behalf of
subsidiary
Subsidiary
endorsements/
guarantees
to third parties
on behalf of
parent company
Endorsements/
guarantees to
third parties
on behalf of
companies in
Mainland China
Name Relationship
with the
Company
1 Shigang
Construction
and
Development
Co.,Ltd
JSL
CONSTRUC
TION &
DEVELOPM
ENT CO.,
LTD.
3 564,003 302,565 278,910 278,910 278,910 %
989.04
564,003 N Y N
2 CHUWANG
DEVELOPME
NT CO., LTD.
JSL
CONSTRUC
TION &
DEVELOPM
ENT CO.,
LTD.
7 8,014,459 712,141 712,141 452,566 - %
88.86
16,028,918 N Y N
  • Note 1: There are seven conditions in which the Company may have guarantees or endorsements for other parties: (1) Trading counterparty

  • (2) the Company holds more than 50% of the voting shares in the entity, directly and indirectly.

  • (3) The entity holds more than 50% of voting shares in the Company, directly and indirectly.

  • (4) the Company holds more than 90% of voting shares in the entity, directly and indirectly.

  • (5) An entity in the construction industry mutually guaranteed pursuant to a project contract.

  • (6) The stockholders of the Company provide guarantees or endorsements for the entity in proportion to percentage of ownership for joint investment.

  • (7) The companies in the same industry provide among themselves joint and several securities for a performance guarantee of a sales contract for preconstruction homes pursuant to the Consumer Protection Act for each other.

(Continued)

76

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • Note 2: Shigang Construction and Development Co., Ltd. endorsed the operation method for the total amount of guarantee s and the limit for endorsement of a single enterprise; Details are as follows:

  • (1) The total amount of external endorsements and/or guarantees by Shigang Construction and Development Co., Ltd.shall be limited to the amount of paid in capital of the Company.

  • (2) The guarantee amount for a single enterprise endorsement shall not exceed 200% of the current net value of the Company.

  • (3) An entity holding 100% of the voting rights directly and indirectly of the Company, its total guarantee amount cannot exceed 20 times of the net value of such entity. The guarantee for a single enterprise is limited to 20 times of the net value of such entity.

  • (4) Provided to other companies, the total guarantee amount of joint and several securities for a performance guarantee of a sales contract for pre-construction homes or guarantee on each parties according to contract terms between co-constructors pursuant to the Consumer Protection Act or for undertaking construction, shall not exceed tenfold of the company’s net value and not more than five times of the Company’s net value of the guarantee for a single enterprise.

  • (5) The stockholders of the Company provide the guarantees or endorsements for the entity in proportion to percentage. The total endorsement and the provisions of point No.3 shall apply to the guarantee limit of a single investee company.

  • (6) The amount of the cumulative endorsement and guarantee for an enterprise as a result of <108> a business relationship shall not exceed the amount of the business transaction between such entity and the company. The business transaction amount is the higher of the purchase or sales contract between both parties or payment in recent years (business cycle).

  • Note 3: “Procedure of Loans to Other Parties” of CHUWANG DEVELOPMENT CO., LTD., outlines the total amount of guarantees and the limit for endorsement of a single enterprise details are as follows: Details are as follows:

  • (1) The total amount of external endorsements and/or guarantees by CHUWANG DEVELOPMENT CO., LTD.shall not be more than ten times of the Company’s net value.

  • (2) The guarantee amount for a single enterprise endorsement shall not be more than five times of the Company’s net value.

  • (3) An entity holding 100% of the voting rights directly and indirectly of the Company, its total guarantee amount cannot exceed 20 times of the net value of such entity. The guarantee for a single enterprise is limited to 20 times of the net value of such entity.

  • (4) Provided to other companies, the total guarantee amount of joint and several securities for a performance guarantee of a sales contract for pre-construction homes or guarantee on each parties according to contract terms between co-constructors pursuant to the Consumer Protection Act or for undertaking construction, shall not exceed twentyfold of the company’s net value. The total guarantee amount for a single enterprise shall not exceed tenfold of the company’s net value.

  • (5) The stockholders of the Company provide the guarantees or endorsements for the entity in proportion to percentage. The total endorsement and the guarantee limit of a single investee company, the provisions of point No.3 shall apply.

  • (6) The amount of the cumulative endorsement and guarantee for an enterprise as a result of a business relationship shall not exceed the amount of the business transaction between such entity and the Company. The business transaction amount is the higher of the purchase or sales contract between both parties or payment in recent years (business cycle).

  • Note 4: The above intercompany transactions have been eliminated when preparing the consolidated financial statements.

(iii) Securities held as of December 31, 2024 (excluding investment in subsidiaries, associates and joint ventures):

(In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars) (In Thousands of New Taiwan Dollars)
Name of holder Category and
name of
security
Relationship
with company
Account
title
Ending balance Highest
Percentage of
ownership (%)
Note
Shares/Units
(thousands)
Carrying value Percentage of
ownership (%)
Fair value
The Company Preferred Shares A
Judo Company
- Financial assets at fair value
through profit or loss-non
current
18,856 253,820 -% 253,820 %
-
Note
The Company Preferred Shares B
Judo Company
- " 20,000 269,210 -% 269,210 %
-
Note
The Company Preferred Shares C
Judo Company
- " 15,000 201,910 -% 201,910 %
-
Note
The Company Shares UNI
AIRWAYS
CORPORATION
- Noncurrent financial assets at
fair value through other
comprehensive income
41 401 0.01% 1,410 %
-
The Company Share Hung Shun
Hing Real Estate
Co., Ltd.
- " 500 4,995 3.33% 6,593 %
-

Note: Such preference shares may not be converted into ordinary shares.

(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock:None

(Continued)

77

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

  • (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of
company
Name of
property
Transaction
date
Transaction
amount
Status of
payment
Counter-party Relationship
with the
Company
If the counter-party is a related party,
disclose the previous transfer information
If the counter-party is a related party,
disclose the previous transfer information
If the counter-party is a related party,
disclose the previous transfer information
If the counter-party is a related party,
disclose the previous transfer information
References
for
determining price
Purpose of
acquisition
and current
condition
Others
Owner Relationship
with the
Company
Date of
transfer
Amount
The Company 3 pieces of land,
including the land
No.1004-
3,1034,1035-2 of
Zhonshan section of
New Taipei City
2024.02.05 3,300,000 thousand The amount was
all paid
Deshuo Construction
Co., Ltd
Non-related
party
- - - - Appraisal Developed to
increases
business revenue
and profitability
None
The Company 31 pieces of land
including the land
No.347 and the
other of Fuxing
section of Hsinchu
Country
2024.06.28 578,529 thousand The amount was
all paid
natural persons Non-related
party
- - - - Appraisal Developed to
increases
business revenue
and profitability
None
The Company 5 pieces of land
including the land
No.232-236 of
Wuguwang section
of New Taipei City
2024.06.28 579,820 thousand
(Note)
$220,040
thousand was
paid at the end of
December 31
2024
natural persons Non-related
party
- - - - Appraisal Developed to
increases
business revenue
and profitability
None
The Company 13 pieces of land,
including the land
No.428-2 of
Daitianfu section of
Keelung City
2024.09.13 524,085 thousand $157,226thousan
d was paid at the
end of December
31 2024
Ganfu Construction
Co., Ltd, Jiaji
Construction Co., Ltd
Non-related
party
- - - - Appraisal Developed to
increases
business revenue
and profitability
None
The Company 9 pieces of land of
Sanchong District,
New Taipei City
2024.10.17 1,716,800 thousand $515,040
thousand was
paid at the end of
December 31
2024
Huazi Cosmetics Co.,
Ltd
Non-related
party
- - - - Appraisal Developed to
increases
business revenue
and profitability
None
The Company the land No.20-1 of
Gushan District of
Kouhsiung City
2024.11.22 729,789 thousand $145,958thousan
d was paid at the
end of December
31 2024
natural person Non-related
party
- - - - Appraisal Developed to
increases
business revenue
and profitability
None

Note:The transaction amount is the estimated contract price.

  • (vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:None

  • (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$300 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of company Related party Nature of
relationship
Transaction details Transaction details Transaction details Transaction details Transactions with terms
different from others
Transactions with terms
different from others
Notes/Accounts receivable (payable) Notes/Accounts receivable (payable) Note
Purchase/Sale Amount Percentage of
total
purchases/sales
Payment terms Unit price Payment terms Ending balance Percentage of total
notes/accounts
receivable
(payable)
The Company JSL
CONSTRUCTION
Co., Ltd.
The chairman of
the entity is the
Company
chairman’s
spouse
Selling (533,634) (8.21)% Periodical
collection per
contract
- Same as regular
transaction
98,430 5.64%
The Company CHU YUAN
INDUSTRIAL Co.,
Ltd.
Same Chairman
with the Group
Selling (119,266) (1.78)% Periodical
collection per
contract
- Same as regular
transaction
57,282 3.28%
The Company CHUWANG
DEVELOPMENT
Co., Ltd.
Subsidiary Contractor
project
3,136,737 19.06% Periodical
collection per
contract
- Same as regular
transaction
(233,040) (19.23)% Note 3
The Company Water Cube
International
Development Co.,
Ltd.
Subsidiary purchasing 171,528 1.38% Periodical
collection per
contract
- Same as regular
transaction
(48,781) (4.02)% Note 3
CHUWANG
DEVELOPMENT
Co., Ltd.
The Company Parent company Selling (3,534,550) (48.28)% Periodical
collection per
contract
- Same as regular
transaction
128,953 25.68% Note 3
CHUWANG
DEVELOPMENT
Co., Ltd.
JSL
CONSTRUCTION
Co., Ltd.
The chairman of
the entity is the
Company
chairman’s
spouse
Selling (989,435) (13.51)% Periodical
collection per
contract
- Same as regular
transaction
357,011 71.09% Note 1
CHUWANG
DEVELOPMENT
Co., Ltd.
JAYSHELYN
CONSTRUCTION
Co., Ltd.
The director of
this entity is the
director of the
Company
Selling (294,202) (4.02)% Periodical
collection per
contract
- Same as regular
transaction
- -% Note 1

(Continued)

78

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

CHUWANG
DEVELOPMENT
Co., Ltd.
CHU YUAN
INDUSTRIAL Co.,
Ltd.
Same Chairman
with the Group
Selling (125,914) (1.72)% Periodical
collection per
contract
- Same as regular
transaction
- -% Note 1
Water Cube
International
Development Co.,
Ltd.
The Company Parent company Selling (727,438) (59.65)% Periodical
collection per
contract
- Same as regular
transaction
311,181 65.34% Note 2
and 3

Note1: The sales ratio is based on the sales amount of the subsidiary, CHUWANG DEVELOPMENT Co., Ltd.

Note2: The sales ratio is based on the sales amount of the subsidiary,Water Cube International Development Co., Ltd.

Note3: The above intercompany transactions have been eliminated when preparing the consolidated financial statements.

(viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:

(In Thousands of New Taiwan Dollars)

Name of
company
Counter-party Nature of
relationship
Ending
balance
Turnover
rate
Overdue Overdue Amounts received in
subsequent period
Allowance
for bad debts
Amount Action taken
CHUWANG
DEVELOPMENT
Co., Ltd.
JSL
CONSTRUCTION &
DEVELOPMENT
CO., LTD. (Note)
Parent company 128,953 16.58 - - -
" JSL
CONSTRUCTION
Co., Ltd.
The chairman of the
entity is the Company
chairman’s spouse
357,011 4.19 - - -
Water Cube
International
Development Co.,
Ltd.
JSL
CONSTRUCTION &
DEVELOPMENT
CO., LTD. (Note)
Parent company 311,181 3.35 - 80,294 -

Note: The above intercompany transactions have been eliminated when preparing the consolidated financial statements.

(ix) Trading in derivative instruments:None

  • (x) Business relationships and significant intercompany transactions:

(In Thousands of New Taiwan Dollars)

Number Name of Company Name of counter-party Nature
of relationship
Intercompany transactions, 2021 Intercompany transactions, 2021 Intercompany transactions, 2021 Intercompany transactions, 2021
Account name Total
Amount
Trading terms Percentage of the consolidated
net revenue or total assets
0 JSL CONSTRUCTION &
DEVELOPMENT Co., Ltd.
Water Cube International
Development Co., Ltd
1 Accounts payable to
related parties
48,781 Comparable to
companies in the same
industry
0.10 %
1 Other payables to
related parties
353,498 Comparable to
companies in the same
industry
0.73 %
1 Selling expenses 25,211 Comparable to
companies in the same
industry
0.23 %
1 Operating costs 169,770 Comparable to
companies in the same
industry
1.52 %
1 Current assets
recognized as
incremental costs to
obtain contract with
customers
650,188 Comparable to
companies in the same
industry
1.33 %
0 JSL CONSTRUCTION &
DEVELOPMENT Co., Ltd.
CHUWANG
DEVELOPMENT Co., Ltd.
1 Other payables to
related parties
940,212 Comparable to
companies in the same
industry
1.93 %
1 Accounts payable to
related parties
233,002 Comparable to
companies in the same
industry
0.48 %
1 Inventories 326,820 Comparable to
companies in the same
industry
0.67 %
1 Property, plant and
equipment
57,508 Comparable to
companies in the same
industry
0.12 %
1 Water Cube International
Development Co., Ltd
JSL CONSTRUCTION &
DEVELOPMENT Co., Ltd.
2 Accounts receivable-
related parties
331,193 Comparable to
companies in the same
industry
0.68 %
2 Other receivables-
related parties
71,086 Comparable to
companies in the same
industry
0.15 %
2 Operating revenue 727,438 Comparable to
companies in the same
industry
6.52 %
2 Other income 101,478 Comparable to
companies in the same
industry
0.91 %

(Continued)

79

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Number Name of Company Name of counter-party Nature
of relationship
Intercompany transactions, 2021 Intercompany transactions, 2021 Intercompany transactions, 2021 Intercompany transactions, 2021
Account name Total
Amount
Trading terms Percentage of the consolidated
net revenue or total assets
2 Accounts receivable
loss allowance
16,253 Comparable to
companies in the same
industry
0.03 %
2 CHUWANG
DEVELOPMENT Co., Ltd.

JSL CONSTRUCTION &
DEVELOPMENT Co., Ltd.
2 Other receivables-
related parties
750,000 Comparable to
companies in the same
industry
1.54 %
2 Accounts receivable-
related parties
128,953 Comparable to
companies in the same
industry
0.26 %
2 Contract assets 1,104,498 Comparable to
companies in the same
industry
2.27 %
2 Contract liabilities 339,220 Comparable to
companies in the same
industry
0.70 %
2 Operating revenue 3,534,550 Comparable to
companies in the same
industry
31.68 %
2 Operating cost 3,332,845 Comparable to
companies in the same
industry
29.87 %

Note 1: Numbers are filled in as follows:

  1. “0” represents the Group

  2. The subsidiaries start with number 1.

Note 2: Relationship with the listed companies:

  1. Transactions from parent company to subsidiary

  2. Transactions from subsidiary to parent company

  3. Transactions between subsidiaries

(b) Information on investees:

The following is the information on investees for the years ended December 31, 2024 (excluding information on investees in Mainland China):

(In Thousands of New Taiwan Dollars)

Name of
investor
Name of investee Location Main
businesses and products
Original investment amount Original investment amount Balance as of December 31, 2024 Balance as of December 31, 2024 Balance as of December 31, 2024 Highest
Percentage of
wnership
Net income
(losses)
of investee
Share of
profits/losses of
investee
Note
December 31, 2024 December 31, 2023 Shares
(thousands)
Percentage of
wnership
Carrying value
The Company JSL Entertainment
Co., Ltd.
Taiwan Residential and commercial building
development and leasing, real estate trading,
real estate leasing, real estate commissioning,
real estate selling, IT software services and
third-party payment services.
34,350 34,350 3,600 %
100.00
78,621 %
100.00
27,448 27,448 Note
The Company Water Cube
International
Development Co., Ltd
Taiwan Real estate agency and seller, international
trade, rental and leasing and agency services
50,000 50,000 5,000 %
100.00
(202,370) %
100.00
496,402 (137,533) Note
The Company Shigang Construction
and Development
Co., Ltd.
Taiwan To commission construction company to build
public residential housings for rentals and
sales, land developments, interior decoration
design and contractor services, construction
equipment,building materials, construction
machinery trading and real estate operation
and investments.
245,000 245,000 30 %
100.00
243,640 %
100.00
31 31 Note
The Company JSL Food Art
Creation Co., Ltd.
Taiwan Baked food manufacturer, wholesaler of food
and beverage and food and beverage retailer.
3,000 3,000 300 %
100.00
13,652 %
100.00
7,823 7,823 Note
The Company JSL International
Development Co.,
Ltd.
Taiwan commercial building rentals and leasing,
investment in public construction, real estate
trading and real estate rental
3,000 3,000 300 %
100.00
6,374 %
100.00
1,858 1,858 Note
The Company CHUWANG
DEVELOPMENT
Co., Ltd.
Taiwan Integrated constructions, residential and
commercial building rentals and leasing,
investment in public construction, real estate
trading and real estate rentals
457,350 457,350 660 %
100.00
343,050 %
100.00
247,919 46,765 Note

Note: The above intercompany transactions have been eliminated when preparing the consolidated financial statements.

  • (c) Information on investment in mainland China:None

(Continued)

Notes to the Consolidated Financial Statements

  • (d) Major shareholders:
Major shareholders:
Shareholding
Shareholder’s Name
Shares Percentage
CHU YUAN INDUSTRIAL Co., Ltd. 115,159,842 %
18.43
Fengyun Advertising Co., Ltd. 113,226,669 %
18.12
JAYSANLYN REAL ESTATE & ADVERTSING Co., Ltd. 102,210,798 %
16.36
Yangshanlin Advertising Co., Ltd. 98,926,972 %
15.83

(14) Segment information:

Please refer to the consolidated financial statement for the year ended December 31, 2024.

(a) General information

The Group has three reporting segments: real estate selling agency, construction and development, real estate selling agency is engaged in real estate selling operation; construction segment is engaged in the construction of public housing, commercial building development, rental and sales, real estate sales and other business; the construction segment undertake civil construction engineering projects.

The Group’s reported segments consist of strategic business units which provide essentially different products and services. They offer different products and services, and are managed separately because they require different technological and marketing strategies. Most of the business units were acquired, and the original management teams are still operating.

  • (b) Reportable segments' profit or loss, assets, liabilities and their measurement and reconciliation

The Group uses the internal management report that the chief operating decision maker reviews as the basis to determine resource allocation and make a performance evaluation. The internal management report includes profit before taxation, excluding any extraordinary activity and foreign exchange gains or losses, because taxation, extraordinary activity and foreign exchange gains or losses are managed on a group basis, and hence they are not able to be allocated to each reportable segment. In addition, not all reportable segments include depreciation and amortization of significant noncash items. The reportable amount is the same as the report used by the chief operating decision maker.

The operating segment accounting policies are similar to the ones described in Note 4 “Significant accounting policies” except for the recognition and measurement of pension cost, which is on a cash basis.

The Group treated intersegment sales and transfers as third party transactions. They are measured at market price.

81

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

The Group’s operating segment information and reconciliation are as follows:

For the year ended December 31,
2024
Revenue:
Revenue from external customers
Intersegment revenues
Total revenue
Interest expenses
Depreciation and amortization
Reportable segment profit or loss
Reportable segment assets
Reportable segment liabilities
For the Year Ended December 31, 2024 the Year Ended December 31, 2024 the Year Ended December 31, 2024
Real estate
selling segment
$ 5,113,410
727,438
$
5,840,848
$ 51,067
-
$
3,113,263
$
4,068,248
$
3,648,775
Development
segment
2,140,856
-
2,140,856
307,359
-
251,383
38,276,558
26,023,914
Construction
segment
3,787,050
3,534,550
7,321,600
21,341
-
310,313
5,826,983
5,025,537
Other
Divisions
116,953
49,160
166,113
122,477
100,638
(192,489)
4,000,974
3,715,445
Reconciliation
and
eliminations
-
(4,311,148)
(4,311,148)
-
-
(882,937)
(3,437,986)
(1,934,662)
Total
11,158,269
-
11,158,269
502,244
100,638
2,599,533
48,734,777
36,479,009
For the year ended December 31,
2023
Revenue:
Revenue from external customers
Intersegment revenues
Total revenue
Interest expenses
Depreciation and amortization
Reportable segment profit or loss
Reportable segment assets
Reportable segment liabilities
For the Year Ended December 31, 2023 the Year Ended December 31, 2023 the Year Ended December 31, 2023
Real estate
selling segment
$ 5,047,865
272,317
$
5,320,182
$ 103,356
-
$
2,487,584
$
4,122,885
$
3,284,757
Development
segment
613,899
15,592
629,491
247,403
-
(258,834)
26,151,496
17,761,158
Construction
segment
2,361,207
2,822,744
5,183,951
17,313
-
103,591
4,379,682
3,837,129
Other
Divisions
79,911
37,487
117,398
61,920
56,898
(13,649)
3,810,214
3,770,768
Reconciliation
and
eliminations
-
(3,148,140)
(3,148,140)
-
-
(337,191)
(2,904,566)
(2,042,320)
Total
8,102,882
-
8,102,882
429,992
56,898
1,981,501
35,559,711
26,611,492

(c) Product and service information

Revenues from external customers are detailed below:

Products and services
Service revenue from selling real estates
Revenue from property sales
Construction revenue
Others
Total
For the years ended December 31 For the years ended December 31
2024
$ 5,113,410
2,140,856
3,787,050
116,953
$
11,158,269
2023
5,047,865
613,899
2,361,207
79,911
8,102,882

(d) Geographic information

In presenting information on the basis of geography, segment revenue is based on the geographical location of customers, and segment assets are based on the geographical location of the assets. The Group’s non-current assets are all in Taiwan and no other regions.

82

JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements

Geographical information
Revenue from the external customers:
Asia
Other countries
For the years ended December 31 For the years ended December 31
2024
$ 11,157,678
591
$
11,158,269
2023
8,101,830
1,052
8,102,882

(e) Major customer information

There were no individual customers representing greater than 10% of sales revenues in the consolidated statements of comprehensive income for the years ended December 31, 2024 and 2023.

Customer A from real estate selling, construction and other
departments
Customer B from real estate selling, construction and other
departments
For the years ended December 31 For the years ended December 31
2024
$ 1,548,855
2,073,334
$
3,622,189
2023
1,092,744
1,017,378
2,110,122