AI assistant
JSL — Audit Report / Information 2024
Nov 14, 2024
52149_rns_2024-11-14_c0c7cb17-4d6c-4723-b4bb-7667f346840a.pdf
Audit Report / Information
Open in viewerOpens in your device viewer
1
Stock Code:2540
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Parent Company Only Financial Statements
With Independent Auditors’ Report For the Years Ended December 31, 2024 and 2023
Address: 2F, NO.128, Longjiang Road, zhongshan District, Taipei City 104, Taiwan Telephone: (02)8773-6688
The independent auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors’ report and parent company only financial statements, the Chinese version shall prevail.
2
Table of contents
| Contents 1. Cover Page 2. Table of Contents 3. Independent Auditors’ Report 4. Balance Sheets 5. Statements of Comprehensive Income 6. Statements of Changes in Equity 7. Statements of Cash Flows 8. Notes to the Financial Statements (1) Company history (2) Approval date and procedures of the 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) Significant contingent liabilities and unrecognized commitments (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 List of major account titles |
Page |
|---|---|
| 1 2 3 4 5 6 7 8 8 8 ~1010 ~2424 ~2627 ~5556 ~6566 66 ~6868 68 69 ~7172 ~7575 75 76 76 77 ~84 |
3
==> picture [76 x 31] intentionally omitted <==
==> picture [168 x 19] intentionally omitted <==
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 financial statements of JSL CONSTRUCTION & DEVELOPMENT CO., LTD.(“ the Company” ), which comprise the balance sheet as of December 31, 2024 and 2023, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and 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 Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis 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 financial statements of the current period. These matters were addressed in the context of our audit of the 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:
- Selling real estate properties revenue recognition
Refer to Note 4(m) 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(w) “Revenues 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.
3-1
Description of key audit matter:
The principle income of the Company 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 $4,527,068 thousand. The accounting treatment of service contracts involve estimates and judgments; thus, it was continuously considered as significant audit risk for the Company. Consequently, revenue recognition is one of our key audit matters.
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 Company’s real estate sales revenue and collection operations. Also, to spot check the pre-orders 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(m) 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(w) Revenue from Contracts with Customers.
Description of key audit matter:
The real estate industry, in which JSL CONSTRUCTION & DEVELOPMENT CO., LTD. AND SUBSIDIARIES 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 Company 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. Valuation of inventories
Please refer to Note 4(f) and Note 5 for the accounting policy of inventory valuation, as well as the estimation and assumption uncertainty of the valuation of inventory, respectively. Information of estimation of the valuation of inventory are disclosed in Note 6(e) of the financial statements.
3-2
Description of key audit matter:
As of December 31, 2024, inventory of the Company (construction industry) was amounted to $31,406,322 thousand, which accounted for 69% 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 Company 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. Consequently, revenue recognition is one of our key audit matters.
How the matter was addressed in our audit:
Our principal audit procedures included the following: understanding the Company’ s operating and accounting procedures for inventory valuation.; obtaining the Company 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 Company or the most updated selling prices of nearby properties. Consequently, confirming if the net realizable value of inventory is appropriate.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the 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 financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 Standards on Auditing of 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 financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the 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.
3-3
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-
Obtain sufficient and appropriate audit evidence regarding the financial information of the investment in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Chih, Shih-Chin and Huang, Hsin-Ting.
KPMG
Taipei, Taiwan (Republic of China) March 10, 2025
Notes to Readers
The accompanying parent company only financial statements are intended only to present the 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 parent company only financial statements are those generally accepted and applied in the Republic of China.
The auditors’ report and the accompanying parent company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language auditors’ report and parent company only financial statements, the Chinese version shall prevail.
4
(English Translation of Parent Company Only Financial Statements and Report Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Balance Sheets
December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (Note 6(a)) 1150 Notes receivable, net (Notes 6(d) and (w)) 1170 Accounts receivable, net (Notes 6(d) and (w)) 1180 Accounts receivable due from related parties, net (Notes 6(d), (w) and 7) 1200 Other receivables, net 1210 Other receivables due from related parties, net (Note 7) 1320 Inventories (for construction business), net (Notes 6(e), 7 and 8) 1410 Total prepayments (Note 6(f)) 1476 Other current financial assets (Notes 6(k), 8 and 9) 1479 Other current assets, others 1480 Current assets recognised as incremental costs to obtain contract with customers (Notes 6(k) and 7) 1482 Current assets recognised from costs to fulfil contracts with customers (Note 6(e)) Non-current assets: 1510 Total non-current financial assets at fair value through profit or loss (Note 6(b)) 1517 Total non-current financial assets at fair value through other comprehensive income (Note 6(c)) 1550 Investments accounted for using equity method, net (Note 6(g)) 1600 Total property, plant and equipment (Notes 6(h), 7 and 8) 1755 Right-of-use assets (Notes 6(i), 7 and 8) 1760 Investment property, net (Notes 6(j), 7 and 8) 1780 Total intangible assets 1840 Deferred tax assets (Note 6(s)) 1980 Total other non-current financial assets (Notes 6(k) and 8) 1995 Other non-current assets, others Total assets |
December 31, 2024 Amount % $ 1,226,252 3 33,887 - 1,500,646 3 212,071 - 1,529 - 22,179 - 31,406,322 69 54,242 - 4,092,051 9 160,085 - 1,397,194 3 255,419 1 40,361,877 88 724,940 2 5,396 - 685,337 2 1,188,086 3 1,084,621 2 856,300 2 98 - 57,194 - 461,066 1 255 - 5,063,293 12 $ 45,425,170 100 |
December 31, 2023 Amount % 714,331 2 38,198 - 1,947,815 6 112,544 - 231 - 28,876 - 22,742,523 69 95,292 - 2,522,195 8 98,747 - 401,090 1 216,726 1 28,918,568 87 399,758 1 5,396 - 673,330 2 835,800 3 1,059,586 3 859,420 3 206 - 53,692 - 384,711 1 255 - 4,272,154 13 33,190,722 100 Liabilities and Equity Current liabilities: 2100 Total short-term borrowings (Note 6(l)) 2110 Total short-term notes and bills payable (Note 6(l)) 2130 Current contract liabilities (Notes 6(w) and 9) 2150 Total notes payable (Note 6(o)) 2170 Total accounts payable (Note 6(o)) 2180 Total accounts payable to related parties (Notes 6(o) 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(r)) 2280 Current lease liabilities (Notes 6(p) and 7) 2321 Bonds payable, current portion (Note 6(n)) 2322 Long-term borrowings, current portion (Note 6(m)) 2399 Other current liabilities, others Non-Current liabilities: 2530 Total bonds payable (Notes 6(n) and 7) 2540 Total long-term borrowings (Note 6(m)) 2570 Total deferred tax liabilities (Note 6(s)) 2580 Non-current lease liabilities (Notes 6(p) and 7) 2645 Guarantee deposits received 2670 Other non-current liabilities, others (Notes 6(g) and (j)) Total liabilities Equity attributable to owners of parent(Note 6(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 % 11,268,431 34 1,987,702 6 3,446,655 10 14,432 - 1,086,634 3 510,978 2 333,200 1 954,332 3 313,801 1 4,407 - 28,028 - 640,500 2 841,562 3 50,774 - 21,481,436 65 1,629,500 5 664,419 2 26,414 - 359,365 1 31,369 - 50,000 - 2,761,067 8 24,242,503 73 3,916,067 12 2,208,631 7 5,556 - 4,406 - 2,813,559 8 8,948,219 27 33,190,722 100 |
||||
| $ 16,281,301 2,946,162 6,301,070 28,776 890,964 292,258 434,257 1,325,452 336,882 6,092 47,301 840,500 28,499 219,071 29,978,585 1,289,000 1,231,481 - 386,597 31,369 252,370 3,190,817 33,169,402 6,249,101 2,944,454 5,556 6,691 3,049,966 12,255,768 $ 45,425,170 |
35 6 14 - 2 1 1 3 1 - - 2 - - 65 3 3 - 1 - 1 8 73 14 6 - - 7 27 100 |
See accompanying notes to parent company only financial statements.
5
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
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 Operating revenue (Notes 6(q), (w) and 7) 5000 Operating costs (Notes 6(e) and 7) Gross profit Operating expenses (Notes 6(u), (x) and 7): 6100 Selling expenses 6200 Administrative expenses 6450 Impairment loss (impairment gain and reveral of impairment loss) determined in accordance with IFRS (Note 6(d)) Net operating income Non-operating income and expenses: 7100 Interest income (Note 6(y)) 7010 Other income (Note 6(y)) 7020 Other gains and losses (Notes 6(y) and 7) 7050 Finance costs (Notes 6(p), (y) and 7) 7070 Share of profit (loss) of subsidiaries, associates, and joint ventures under the equity method 7900 Profit before tax 7950 Less: Income tax expenses (Note 6(s)) Profit 8300 Other comprehensive income, net Total comprehensive income Earnings per share (NT dollar)(Note 6(v)) Basic earnings per share(in New Taiwan dollars) Diluted earnings per share(in New Taiwan dollars) |
2024 Amount % $ 6,746,462 100 3,420,279 51 3,326,183 49 333,224 5 514,605 7 (16,487) - 831,342 12 2,494,841 37 22,160 - 3,151 - 440,267 7 (500,922) (7) (53,608) (1) (88,952) (1) 2,405,889 36 503,055 8 1,902,834 28 - - $ 1,902,834 28 $ 3.07 $ 3.07 |
2023 Amount % 5,487,239 100 2,480,311 45 3,006,928 55 350,496 7 321,969 6 19,625 - 692,090 13 2,314,838 42 16,011 - 4,638 - 96,415 2 (431,344) (8) (73,593) (1) (387,873) (7) 1,926,965 35 419,297 8 1,507,668 27 - - 1,507,668 27 2.61 2.60 |
|---|---|---|
See accompanying notes to parent company only financial statements.
6
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
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 (loss) Other comprehensive income Total comprehensive income Earnings appropriation and distribution: 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 (loss) Other comprehensive income Total comprehensive income Earnings appropriation and distribution: 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 |
Share capital | Capital surplus | Retained earnings | Total retained earnings |
Total equity | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 - |
2,176,128 1,507,668 - 1,507,668 - (145,039) (725,198) - - - - 2,813,559 1,902,834 - 1,902,834 - (1,666,427) - - - - 3,049,966 |
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 parent company only financial statements.
7
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statements of Cash Flows
For the years ended December 31, 2024 and 2023
(Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) 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 Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Losses on disposal of property, plant and equipment Gain on modification of leases Dividend Revenue Share-based payment transctions 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) decrease in notes accounts receivable, net 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 receivable Decrease (increase) in other receivable due from related parties Increase in inventories Decrease (increase) in 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 (Decrease) increase in accounts payable (Decrease) increase in accounts payable to related parties Increase in other payables Increase (decrease) in other payable to related parties Increase (decrease) in provisions for employee benefits Decrease in other financial liabilities Increase 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 Interest paid Income taxes paid Net cash flows generated from operating activities |
For the years ended December 31 2024 2023 $ 2,405,889 1,926,965 80,547 39,751 291 322 (16,487) 19,625 (175,226) (11,476) 500,922 431,344 (22,160) (16,011) 53,608 73,593 - 106 (13) - (20) (16) 7,497 5,112 428,959 542,350 44 - 4,311 (17,615) - 640 464,807 (770,657) (99,527) (90,567) (1,298) 3,140 6,697 (8,334) (8,471,120) (5,461,904) 41,050 (16,371) (1,569,757) (444,432) (61,338) (56,310) (996,104) (188,600) (38,693) 119,284 (10,720,928) (6,931,726) 2,854,415 1,158,569 14,344 6,440 (195,670) 236,666 (218,720) 359,849 94,948 137,405 511,120 (298,885) 1,685 (394) - (8,225) 168,297 29,533 3,230,419 1,620,958 (7,490,509) (5,310,768) (7,061,550) (4,768,418) (4,655,661) (2,841,453) 20,910 10,923 (694,648) (594,836) (509,890) (206,679) (5,839,289) (3,632,045) |
|---|---|
| 2024 $ 2,405,889 80,547 291 (16,487) (175,226) 500,922 (22,160) 53,608 - (13) (20) 7,497 428,959 44 4,311 - 464,807 (99,527) (1,298) 6,697 (8,471,120) 41,050 (1,569,757) (61,338) (996,104) (38,693) (10,720,928) 2,854,415 14,344 (195,670) (218,720) 94,948 511,120 1,685 - 168,297 3,230,419 (7,490,509) (7,061,550) (4,655,661) 20,910 (694,648) (509,890) (5,839,289) |
7-1
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
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 designated at fair value through profit or loss Proceeds from disposal of current financial assets designated at fair value through profit or loss Acquisition of non-current financial assets designated at fair value through profit or loss Acquisition of investments accounted for using equity methoud 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 Dividends received Net cash outflows used in investing activities Cash flows from financing activities: Increase in short-term loans Dncrease in short-term loans 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 debt Repayments of long-term debt Increase in guarantee deposits received (Decrease) increase in other payables to related parties Payment of lease liabilities Cash dividends paid Proceeds from issuing shares Net cash inflows generated from 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 parent company only financial statements.
8
(English Translation of Parent Company Only Financial Statements Originally Issued in Chinese)
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Notes to the 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 “Company”) 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 Company’s registered office is 2F, NO.128, Longjiang 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 company, formerly known as “Kim Shangchang Development Co., Ltd” to “JSL CONSTRUCTION & DEVELOPMENT CO., LTD." The principal activities of the Company 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 and operation of interior decoration.
(2) Approval date and procedures of the financial statements:
The parent company only financial statements were authorized for issuance 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 Company has initially adopted the following new amendments, which do not have a significant impact on its 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 Company 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 financial statements:
- ●Amendments to IAS21 “Lack of Exchangeability”
(Continued)
9
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the 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 Company, 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)
10
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
The Company is evaluating the impact on its financial position and financial performance upon the initial adoption of the abovementioned standards or interpretations. The results thereof will be disclosed when the Company completes its evaluation.
The Company 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 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 financial statements are summarized below. Except for those specifically indicated, the following accounting policies were applied consistently throughout the periods presented in the financial statements.
(a) Statement of compliance
The 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 Standard.(altogether referred to “ IFRS Accounting Standards” endorsed by the “FSC”) ,
-
(b) Basis of preparation
-
(i) Basis of measurement
The financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position:
-
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
-
(ii) Functional and presentation currency
The functional currency of each Company entity is determined based on the primary economic environment in which the entity operates. The parent company only financial statements are presented in New Taiwan dollars, which is the Company’s functional currency. All financial information presented in NTD has been rounded to the nearest thousand.
(Continued)
11
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- (c) Classification of current and non-current assets and liabilities
The Company 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.
The Company 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.
-
(d) 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.
- (e) Financial instruments
Accounts receivable and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is an account 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.
(Continued)
12
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- (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 Company 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.
- 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.
A financial asset measured at amortized cost is initially recognized at fair value, plus/minus the cumulative amortization using the effective interest method. The amortized cost is reduced by impairment losses. 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) Fair value through other comprehensive income (FVOCI )
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’ s fair value 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 in profit or loss 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 derived from equity investments is recognized on the date that the Company’s right to receive payment is established, which in the case of quoted securities is normally the ex-dividend 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 Company may irrevocably designates 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.
(Continued)
13
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, amortized costs, notes and accounts receivable, other receivables, guarantee deposit paid and other financial assets).
The Company 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 Company 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 Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘ credit-impaired’ 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)
14
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the 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 either partially or in full to the extent that there is no realistic prospect of recovery. For corporate customers, the Company 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 Company 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 Company’s procedures for recovery of amounts due.
5)
Derecognition of financial assets
The Company 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 Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
When the Company enters into transactions whereby it transfers assets but retains either all or substantially all of the risks and rewards of the assets, the transferred assets are not derecognized from statement of balance sheet.
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Company 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)
15
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the 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 Company derecognizes a financial liability when its contractual obligations are discharged or canceled,or expire. The Company 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 Company 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.
(f) 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 Company 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 Company can specifically identify; the costs generate or enhance resources of the Company 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 Company cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations (or partially satisfied performance obligations), the Company recognizes these costs as expenses when incurred.
(Continued)
16
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the 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.
(g) Investment in subsidiaries
The subsidiaries in which the Company holds controlling interest are accounted for under equity method in the parent company only financial statements. Under equity method, the net income, other comprehensive income and equity in the parent company only financial statement are the same as those attributable to the owners of parent in the financial statements.
Changes in the Company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
(h) 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.
(Continued)
17
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
-
(i) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (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 Company.
- (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 | 3~50 years |
|---|---|---|
| 2) | Office equipment | 3~5 years |
| 3) | Leasehold improvement | 3 years |
| 4) | Transportation equipment | 5 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(j) Leases
At inception of a contract, the Company 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.
(Continued)
18
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- (i) As a leasee
The Company 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 Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
1) fixed payments, including in-substance 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 Company’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 in the lease term resulting from a change of the Company’s assessment on whether it will exercise an 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.
(Continued)
19
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
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 Company 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 Company presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the balance sheets.
The Company has elected not to recognize right of use assets and lease liabilities for short term leases of office equipment of low value assets, The Company recognizes the lease payments associated with these leases as an expense on a straight line basis over the lease term.
For sale and leaseback transactions, the Company 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 Company 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 Company recognizes only the amount of any gain or loss that relates to the rights transferred to the buyer-lessor. For leaseback transaction, the Company 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 Company continues to recognize the transferred asset and recognizes the financial liability equal to the transfer proceeds.
(ii) As a leasor
When the Company 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 Company 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 Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
When the Company 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 Company 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 Company applies IFRS15 to allocate the consideration in the contract.
The Company recognizes a finance lease receivable at an amount equal to its net investment in the lease. Initial direct costs incurred in negotiating and arranging an operating lease is added to the net investment of the leased asset. The interest income is recognized over the lease term based on a pattern reflecting a constant periodic rate of return on the net investment in the lease. The Company recognizes lease payments received under operating leases as income on a straight-line basis over the lease term as part of ‘other income’.
(Continued)
20
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
-
(k) Intangible assets
-
(i) Recognition and measurement
Other intangible assets, including customer relationships, patents and trademarks, that are acquired by the Company and have finite useful lives are measured at cost less accumulated amortization and any accumulated impairment losses.
- (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.
- (l) Impairment of non financial assets
At each reporting date, the Company 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.
(Continued)
21
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
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.
-
(m) Revenue from contracts with customers
-
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company 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 Company’ s main types of revenue are explained below.
- 1) Land development and sale of real estate
The Company 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 Company 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.
(Continued)
22
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
2) Revenue from service rendered
The Company engaged in real estate sales and brokerage 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 Company 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 Company 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.
The customer pays the fixed amount based on a payment schedule. If the services rendered by the Company 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 Company 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) Financing components
The Company 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. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(ii) Contract costs
1) Incremental costs of obtaining a contract
The Company recognizes as an asset the incremental costs of obtaining a contract with a customer if the Company expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Company 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.
(Continued)
23
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(n) 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 Company 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.
(o) Share-based payment
The Company’s proceeds from issuing shares shall, in accordance with the requirements, retain the shares subscribed by the Company and the Company’s affiliated companies and shall measure the fair value of the equity instruments given at the grant date.
The share-based payment date of the Company’s is the date on which the enterprise confirms the number of shares subscribed by its employees, and the payment of such share base is immediately vested. The Company shall recognize the salary expense on the grant date and estimate the fair value of the share option using option pricing model.
(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.
Deferred taxes arise due to the temporary differences between the carrying amounts of assets and liabilities for reporting purposes and their respective tax bases. Deferred taxes are not recognized for the following exceptions:
-
(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 Company 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
(Continued)
24
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(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 rates enacted or substantively enacted at the reporting date.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Company 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 basic and diluted EPS attributable to shareholders of the Company are disclosed in the financial statements. Basic earnings per share is calculated as the profit attributable to the 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 potential dilutive ordinary shares. Dilutive potential ordinary shares comprise accrued employee remuneration.
- (r) Operating segments
Segment information was disclosed in consolidated financial statements; therefore, it was not disclosed in the parent company only financial statement.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty:
In preparing these 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 Company’s risk management and climate-related commitments where appropriate. Revisions to estimates are recognized prospectively in the period of the change and future periods.
(Continued)
25
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the financial statements is as follows:
(a) Classification of investment property
The Company leases vacant shopping malls, stores and offices but recognize the assets as investment property rather than lease assets under property, plant and equipment because of its intention to gain long-term capital appreciation or to earn rent income.
(b) Lease term
The Company 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 Company considers all relevant facts and circumstances that create an economic incentive for the lessee. The Company 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 Company recognizes the amount of the remeasurement of the lease liability as an adjustment to the right-of-use asset. Please refer to Note 6(i).
(c) Identifying a lease
The Company leases superficies, land lot of the construction, joint sales center and official cars. The contract involves an identified asset, so the Company has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use. The Company has the right to direct the use of the identified asset throughout the period of use. Accordingly, the Company recognize the said contract as lease. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For the details, please refer to Note 6(i).
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) The loss allowance of trade receivable
The Company has estimated the loss allowance of trade receivables that is based on the risk of a default occurring and the rate of expected credit loss. The Company 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).
(Continued)
26
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(b) Inventory valuation
As inventories are stated at the lower of cost or net realizable value, The Company 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 Company 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(s) 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 Company estimates the total contract revenue by taking into account each product positioning, pricing strategy and real estate business dynamic. In addition, the Company 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(w) for further description of the revenue recognition.
Valuation procedure
The Company evaluates its assets and liabilities using the observable market inputs. 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 Company recognizes the movement at the reporting date.
Please refer to Note 6(z) for assumptions used in measuring fair value.
(Continued)
27
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(6) Explanation of significant accounts:
- (a) Cash and cash equivalents
| Cash on hand and petty cash Demand deposits Checking account deposits Cash and cash equivalents in the statement of cash flows |
December 31, 2024 $ 5,094 1,220,839 319 $ 1,226,252 |
December 31, 2023 |
|---|---|---|
| 4,830 709,182 319 |
||
| 714,331 |
Please refer to Note 6(z) for the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Company.
- (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 |
The financial assets mentioned above were not pledged as collateral.
- (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 Company designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Companyintends to hold for long-term strategic purposes.
During the years ended December 31, 2024 and 2023, the dividends were $20 thousand and $16 thousand, 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(z).
(iii) The aforementioned financial assets were not pledged as collateral.
(Continued)
28
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(d) Notes and accounts receivables (including related parties)
| Notes receivable—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 1,528,412 212,071 (27,766) $ 1,746,604 |
December 31, 2023 38,198 1,992,068 112,544 (44,253) |
|---|---|---|
| 2,098,557 |
The Company 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, notes and accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provisions were determined as follows:
| Current Less than 30 days past due 31~60 days past due 61~90 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 $ 1,657,166 0.95% 65,004 5.16% 8,035 8.86% 44,165 22.38% $ 1,774,370 December 31, 2023 |
Loss allowance provision |
||
| 13,816 3,355 712 9,883 |
|||
| 27,766 | |||
| Weighted- average loss rate 0.52% 13.63% 22.74% 40.53% 43.04% 100% |
Loss allowance provision |
||
| 10,551 5,844 3,301 13,364 5,378 5,815 |
|||
| 44,253 |
(Continued)
29
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
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 |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 44,253 (16,487) $ 27,766 |
2023 | |
| 24,628 19,625 |
||
| 44,253 | ||
| 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 |
December 31, 2024 $ 255,419 1,236,568 9,058,793 19,772,864 1,338,097 31,406,322 $ 31,661,741 |
December 31, 2023 216,726 |
|---|---|---|
| 235,729 7,445,980 13,931,426 1,129,388 |
||
| 22,742,523 | ||
| 22,959,249 |
-
(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 $3,420,279 thousand and $2,480,311 thousand, respectively.
-
(ii) The Company hadn’t recognized loss on inventory write down and reversal of inventory write down in 2024 and 2023.
-
(iii) Please refer to Note 6(y) for the capitalization of interest of construction in progress for the years ended December 31, 2024 and 2023.
-
(iv) The Company has acquired of inventory (construction industry) from other related parties, please refer to Note 7 for details.
-
(v) For the information on inventories pledged as collateral, as of December 31, 2024 and 2023, please refer to Note 8 for details.
-
(vi) The Company 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 Company with an equivalent amount. Please refer to Note 7 for details.
(Continued)
30
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(f) Prepayments
| Business tax carry forward Prepayments (selling) Prepayments (construction) Others |
December 31, 2024 $ 23,841 13,034 264 17,103 $ 54,242 |
December 31, 2023 |
|---|---|---|
| 52,534 14,677 2,696 25,385 |
||
| 95,292 |
(g) Investments accounted for using equity method
A summary of The Company’s financial information for investments accounted for using the equity method at the reporting date is as follows:
| Subsidiaries Other non-current liabilities, subsidiaries |
December 31, 2024 $ 685,337 $ 202,370 |
December 31, 2023 |
|---|---|---|
| 673,330 | ||
| - |
(i) Subsidiaries
Please refer to the consolidated financial statements for the year ended December 31, 2024.
- (ii) Pledge to secure
As of December 31, 2024 and 2023, the investments accounted for using equity method were not pledged as collateral for long term borrowings and financing facilities.
- (h) Property, plant and equipment
The cost, depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2024 and 2023 were as follows:
| Land Cost or deemed cost: Balance at January 1, 2024 $ 17,700 Additions - Transferred from construction in progress - Disposals - Balance at December 31, 2024 $ 17,700 Balance at January 1, 2023 $ 695,942 Additions - Disposals - Transferred from investment property - Reclassified to investment property (678,242) Balance at December 31, 2023 $ 17,700 |
Buildings and Construction 816,679 - 372,283 - 1,188,962 170,615 - - 801,571 (155,507) 816,679 |
Office equipment 5,145 3,136 - (67) 8,214 6,202 417 (1,474) - - 5,145 |
Leasehold improvements 34,656 - - - 34,656 34,656 - - - - 34,656 |
Transportation equipment 8,182 - - - 8,182 5,562 2,620 - - - 8,182 |
Construction in progress - 372,283 (372,283) - - - - - - - - |
Total 882,362 375,419 - (67) |
|---|---|---|---|---|---|---|
| 1,257,714 | ||||||
| 912,977 3,037 (1,474) 801,571 (833,749) |
||||||
| 882,362 |
(Continued)
31
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| Depreciation and impairment losses: Balance at January 1, 2024 Depreciation Disposals Balance at December 31, 2024 Balance at January 1, 2023 Depreciation Disposals Reclassified to investment property Balance at December 31, 2023 Book value: Balance at December 31, 2024 Balance on January 1, 2023 Balance on December 31, 2023 |
Land $ - - - $ - $ - - - - $ - $ 17,700 $ 695,942 $ 17,700 |
Buildings and Construction 6,281 20,438 - 26,719 25,559 2,191 - (21,469) 6,281 1,162,243 145,056 810,398 |
Office equipment 3,289 1,332 (67) 4,554 3,528 1,069 (1,308) - 3,289 3,660 2,674 1,856 |
Leasehold improvements 34,656 - - 34,656 34,656 - - - 34,656 - - - |
Transportation equipment 2,336 1,363 - 3,699 1,082 1,254 - - 2,336 4,483 4,480 5,846 |
Construction in progress - - - - - - - - - - - - |
Total 46,562 23,133 (67) |
|---|---|---|---|---|---|---|---|
| 69,628 | |||||||
| 64,825 4,514 (1,308) (21,469) |
|||||||
| 46,562 | |||||||
| 1,188,086 | |||||||
| 848,152 | |||||||
| 835,800 |
Please refer to Note 8 for the property, plant and equipment pledged to secure bank loans as of December 31, 2024 and 2023.
The Company 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(j) for details.
The Company 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(j) for details.
(i) Right-of-use assets
The Company leases many assets including superficies,land, buildings and vehicles. Information about leases for which the Company as a lessee is presented below:
| Cost: Balance at January 1, 2024 Rental Adjustment Maturity year Early termination Additions Balance at December 31, 2024 |
Superficies | Land 22,380 - (7,580) (2,109) 29,503 42,194 |
Buildingsand Construction 78,416 - - - 45,270 123,686 |
Transportation equipment 10,316 (138) (3,783) - - 6,395 |
Total 1,213,904 5,522 (11,363) (2,109) 74,773 1,280,727 |
|
|---|---|---|---|---|---|---|
| $ 1,102,792 5,660 - - - $ 1,108,452 |
(Continued)
32
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| Balance at January 1, 2023 Rental Adjustment Maturity year Additions Balance at December 31, 2023 Accumulated depreciation and impairment losses: Balance at January 1, 2024 Maturity year Depreciation for the year Early termination Balance at December 31, 2024 Balance at January 1, 2023 Maturity year Depreciation for the year Balance at December 31, 2023 Book value: Balance at December 31, 2024 Balance at December 31, 2023 Balance at January 1, 2023 |
Superficies | Land 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 12,254 13,924 |
Buildingsand Construction 9,167 - - 69,249 78,416 14,972 - 15,897 - 30,869 3,667 - 11,305 14,972 92,817 63,444 5,500 |
Transportation equipment 7,357 - - 2,959 10,316 5,598 (3,783) 2,412 - 4,227 2,407 - 3,191 5,598 2,168 4,718 4,950 |
Total 1,172,580 (31,370) (7,039) 79,733 1,213,904 154,318 (11,363) 54,294 (1,143) 196,106 113,213 (7,039) 48,144 154,318 1,084,621 1,059,586 1,059,367 |
|
|---|---|---|---|---|---|---|
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.
(j) Investment property
Investment property including assets owned by the Company.
The cost and accumulated depreciation of the investment property for the years ended December 31, 2024 and 2023, were as follows:
| Owned property Land and improvements Buildings and improvements Cost or deemed cost: Balance at January 1, 2024 $ 856,841 155,507 Balance at December 31, 2024 $ 856,841 155,507 Balance at January 1, 2023 $ 178,599 - Additions - - Transferred from property, plant and equipment 678,242 155,507 Reclassfied to property, plant and equipment - - Balance at December 31, 2023 $ 856,841 155,507 |
Owned property | Owned property | Construction in progress - - 652,443 149,128 - (801,571) - |
Total 1,012,348 |
|---|---|---|---|---|
| Buildings and improvements 155,507 155,507 - - 155,507 - 155,507 |
||||
| 1,012,348 | ||||
| 831,042 149,128 833,749 (801,571) |
||||
| 1,012,348 |
(Continued)
33
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| Owned property Land and improvements Buildings and improvements Depreciation and impairment losses: Balance at January 1, 2024 $ 128,599 24,329 Depreciation for the year - 3,120 Balance at December 31, 2024 $ 128,599 27,449 Balance at January 1, 2023 $ 128,599 - Depreciation for the year - 2,860 Transferred from property, plant and equipment - 21,469 Balance at December 31, 2023 $ 128,599 24,329 Carrying amounts: Balance at December 31, 2024 $ 728,242 128,058 Balance at December 31, 2023 $ 728,242 131,178 Balance at January 1, 2023 $ 50,000 - Fair value: Balance at December 31, 2024 Balance at December 31, 2023 Balance at January 1, 2023 (note) |
Owned property | Owned property | Construction in progress Total - 152,928 - 3,120 - 156,048 - 128,599 - 2,860 - 21,469 - 152,928 - 856,300 - 859,420 652,443 702,443 $ 867,019 $ 860,788 $ 50,000 |
Total |
|---|---|---|---|---|
| Buildings and improvements 24,329 3,120 27,449 - 2,860 21,469 24,329 128,058 131,178 - |
||||
| 152,928 3,120 |
||||
| 156,048 | ||||
| 128,599 2,860 21,469 |
||||
| 152,928 | ||||
| 856,300 | ||||
| 859,420 | ||||
| 702,443 |
-
Note: The above fair value does not include the unfinished construction of the superificies in the Changchun Section.
-
(i) The buildings and land No 32-2 at Jintai section of Zhongshan District in Taipei city was reclassified 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(h) 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(h) for details.
-
(iii) The Company 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 Company. 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 Company 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 Company.
(Continued)
34
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
-
(iv) The fair value of investment property held by the Company 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, please refer to Note 8.
-
(vi) For the years ended December 31, 2024 and 2023, please Note 6(y) for details of the interest capitalization of the unfinished construction of the investment properties (superficies) of the Company.
-
(k) 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 $ 4,092,051 1,397,194 461,066 $ 5,950,311 |
December 31, 2023 |
|---|---|---|
| 2,522,195 401,090 384,711 |
||
| 3,307,996 |
- (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 which are pledged as collateral.
- (ii) Current incremental costs to obtaining a contract
The Company expects that incremental commission fees paid to intermediaries, and the bonus for the internal sales department are recoverable. The Company has therefore capitalized them as contract costs. Capitalized commission fees are amortized when the related revenues are recognized. Capitalized commission fees are amortized when the related revenues are recognized. For the years ended December 31, 2024 and 2023, the Company recognized $0 and $27,777 thousand of amortized expense respectively.
- (l) Short-term borrowings, notes and bills payable
| Secured bank loans Unsecured bank borrowings Short-term notes payables Less: Joint loan case hosting fee Unused short-term credit lines Range of interest rates |
December 31, 2024 $ 13,974,100 2,346,423 2,946,162 (39,222) $ 19,227,463 $ 12,336,034 2.528%~3.7257% |
December 31, 2023 |
|---|---|---|
| 9,733,857 1,585,545 1,987,702 (50,971) |
||
| 13,256,133 | ||
| 12,887,283 | ||
| 2.403%~3.626% |
(Continued)
35
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- (i) Issuance and redemption of loan
The Company borrowed $21,227,150 thousand and $18,924,588 thousand of additional loans for the years ended December 31, 2024 and 2023, respectively. In addition, the Company repaid $15,272,029 thousand and $16,380,206 thousand for the years ended December 31, 2024 and 2023, respectively.
- (ii) Pledged assets for bank loans
The Company had pledged assets as collateral for short-term borrowings and short term notes and bills payable, please refer to Note 8.
The Company had pledged assets as collateral provided by related parties for bank loan, Please refer to Note 7.
- (m) Long-term borrowings
| Secured bank loans Less: Joint loan case hosting fee Less: current portion Total Unused short-term credit lines Range of interest rates |
December 31, 2024 $ 1,283,345 (23,365) (28,499) $ 1,231,481 $ 490,780 2.49%~3.0935% |
December 31, 2023 1,505,981 - (841,562) 664,419 103,540 2.36%~3.12% |
|---|---|---|
(i) Issuance and redemption of loan
The Company borrowed $712,179 thousand and $58,460 thousand of additional loans for the years ended December 31, 2024 and 2023, respectively. In addition, the Company repaid $934,815 thousand and $11,078 thousand for the years ended December 31, 2024 and 2023, respectively.
- (ii) Pledged assets for bank loans
For the collateral for bank loans, please refer to Note 8.
- (n) 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 |
|---|---|---|
(Continued)
36
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- (i) Issuance and redemption of bonds payable
The Company issued secured ordinary corporate bond of $500,000 thousand and $270,000 thousand for the years 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 Company had pledged assets as collateral and collateral provided by related parties for bonds payable, please refer to Note 7 and Note 8.
- (o) Notes and accounts payables (including related parties)
| Construction projects Selling projects Others |
December 31, 2024 $ 727,453 480,115 4,430 $ 1,211,998 |
December 31, 2023 |
|---|---|---|
| 975,942 631,136 4,966 |
||
| 1,612,044 |
- (p) Lease liabilities
Lease liabilities of the Company for financing were as follows:
| Current Non-current For the maturity analysis, please refer to Note 6(z). The amounts recognized in profit or loss were as follows: |
December 31, 2024 $ 47,301 $ 386,597 |
December 31, 2023 |
|---|---|---|
| 28,028 | ||
| 359,365 | ||
| 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 | |
| 2024 $ 11,779 $ 1,265 |
2023 | |
| 10,839 | ||
| 1,021 |
(Continued)
37
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
The amounts of leases recognized in the statement of cash flows for the Company was as follows:
| Total cash outflow for leases | For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 45,854 |
2023 | |
| 38,982 |
(i) Real estate leases
As of December 31, 2024 and 2023, the Company leases superficies, land and buildings for its sales office and operation office. The leases typically run for 3 to 50 years.
- (ii) Other leases
The Company leases transportation equipment, with lease terms of three years.
(q) Operating lease
The Company leases out its property. The Company 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 (j).
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.
(r) Employee benefits
(i) Defined benefit plans
The Company’s employee benefit liabilities were as follows:
| Short-term Compensated absences liability |
December 31, 2024 $ 6,092 |
December 31, 2023 4,407 |
|---|---|---|
(Continued)
38
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at the Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company contributes a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligations.
The cost of the pension contributions to the Bureau of Labor Insurance for the years ended December 31, 2024 and 2023 amounted to $9,183 thousand and $6,841 thousand, respectively.
(s) Income tax
(i) Income tax expense
The components of income tax in the years 2024 and 2023 were as follows:
| Current tax expenses Current period Adjustment for prior years Application for undistributed earnings tax refund Land value increment tax Deferred tax expense Origination and reversal of temporary differences Income tax expense from continuing operations |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 540,296 6,436 (16,440) 2,679 532,971 (29,916) $ 503,055 |
2023 | |
| 396,301 13,527 - 2,116 |
||
| 411,944 | ||
| 7,353 | ||
| 419,297 |
Reconciliation of income tax and profit before tax for 2024 and 2023 is as follows:
| Profit before tax Income tax using the Company’s domestic tax rate The book-tax difference in taxation of deferred interest expenses Loss on domestic investments accounted for using equity method Gain on financial assets valuation Change in provision in prior periods Application for undistributed earnings tax refund Land value increment tax Others |
For the years ended December 31 2024 2023 $ 2,405,889 1,926,965 $ 481,177 385,393 56,268 3,187 10,722 14,719 (35,045) (2,240) 6,436 13,527 (16,440) - 2,679 2,116 (2,742) 2,595 $ 503,055 419,297 |
|---|---|
| 2024 $ 2,405,889 $ 481,177 56,268 10,722 (35,045) 6,436 (16,440) 2,679 (2,742) $ 503,055 |
(Continued)
39
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(ii) Deferred tax assets and liabilities
Recognized deferred income tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2024 and 2023 were as follows:
| Deferred advertisement expense Deferred Tax Assets: Balance at January 1, 2024 $ 49,127 Recognized in profit or loss 1,308 Balance at December 31, 2024 $ 50,435 Balance at January 1, 2023 $ 36,644 Recognized in profit or loss 12,483 Balance at December 31, 2023 $ 49,127 Deferred tax liabilities: Balance at January 1, 2024 Recognized in profit or loss Balance at December 31, 2024 Balance at January 1, 2023 Recognized in profit or loss Balance at December 31, 2023 |
Impairment loss 4,565 (2,191) 2,374 2,743 1,822 4,565 |
Warranty Prepare Temporary difference of service costs Total - - 53,692 2,610 1,775 3,502 2,610 1,775 57,194 - - 39,387 - - 14,305 - - 53,692 Temporary difference of service costs $ 26,414 (26,414) $ - $ 4,756 21,658 $ 26,414 |
|---|---|---|
(iii) The Company’ s income tax returns for the years through 2022 have been examined and approved by the R.O.C. income tax authorities.
(t) Capital and other equity
As of December 31, 2024 and 2023, the total authorized capital of the Company was both $8,000,000 thousand shares, amounting to $800,000 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.
(i) Issuance of ordinary share
On December 18, 2023, the Company 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.
(Continued)
40
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
On December 9, 2022, the Company 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 were as follows:
(In thousands of shares)
| Balance on January 1 Capital increase from capital surplus Capital increase from retained earnings Issue of shares Balance on December 31 |
Ordinary share | Ordinary share |
|---|---|---|
| 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:
| 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 |
According to the R.O.C. Company Act amended in January 2012, 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.
(Continued)
41
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
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 Company’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 Company’ 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)
42
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the 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 | For the years ended December 31 | For the years ended December 31 | For the years ended December 31 | For the years ended December 31 |
|---|---|---|---|---|---|
| 2023 | 2022 | ||||
| Amount per share Total amount $ - - 4.00 1,666,427 $ 1,666,427 |
Total amount |
Amount per share 0.50 2.50 |
Total amount |
||
| - 1,666,427 |
145,039 725,198 |
||||
| 870,237 |
(u) 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 Company for the year ended December 31, 2024 and 2023 amounting to $7,497 thousand and $5,112 thousand, respectively.
(Continued)
43
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(v) Earnings per share
The Company’s basic and diluted 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 Effect of employee share bonus 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.
(w) Revenue from contracts with customers
(i) Details of revenue
| Primary geographical markets: Asia Major products/service lines: Revenue from property sales Service revenue Rent income Timing of revenue recognition: Products or services transferred at a point in time |
For the | year ended December 31, 2024 | year ended December 31, 2024 | year ended December 31, 2024 |
|---|---|---|---|---|
| Development segment $ 2,140,856 $ 2,140,856 - - $ 2,140,856 $ 2,140,856 |
Sales segment 4,527,068 - 4,527,068 - 4,527,068 4,527,068 |
Other Divisions 78,538 - - 78,538 78,538 78,538 |
Total | |
| 6,746,462 | ||||
| 2,140,856 4,527,068 78,538 |
||||
| 6,746,462 | ||||
| 6,746,462 | ||||
(Continued)
44
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| For the year ended December 31, | For the year ended December 31, | For the year ended December 31, | For the year ended December 31, | 2023 | |||
|---|---|---|---|---|---|---|---|
| Development | Sales | Other | |||||
| segment | segment | Divisions | Total | ||||
| Primary geographical markets: | |||||||
| Asia | $ | 613,899 | 4,843,309 | 30,031 | 5,487,239 | ||
| Major products/service lines: | |||||||
| Revenue from property sales | $ | 613,899 | - | - | 613,899 | ||
| Service revenue | - | 4,843,309 | - | 4,843,309 | |||
| Rent income | - | - | 30,031 | 30,031 | |||
| $ | 613,899 | 4,843,309 | 30,031 | 5,487,239 | |||
| Timing of revenue recognition: | |||||||
| Products or services transferred | $ | 613,899 | 4,843,309 | 30,031 | 5,487,239 | ||
| at a point in time | |||||||
| Contract balances | |||||||
| December | 31, | December 31, | January 1, | ||||
| 2024 | 2023 | 2023 | |||||
| Notes receivable | $ | 33,887 | 38,198 | 20,583 | |||
| Notes receivable due from related | parties | - | - | 640 | |||
| Accounts receivable | 1,528,412 | 1,992,068 | 1,216,410 | ||||
| Accounts receivable due from related | 212,071 | 112,544 | 21,977 | ||||
| parties | |||||||
| Less: Loss allowance | (27,766) | (44,253) | (24,628) | ||||
| Total | $ | 1,746,604 | 2,098,557 | 1,234,982 | |||
| Contract liabilities - Rendering of | $ | 147,954 | 163,434 | 146,725 | |||
| Services | |||||||
| Contract liabilities— sales of real | estates | 6,153,116 | 3,283,221 | 2,141,361 | |||
| Total | $ | 6,301,070 | 3,446,655 | 2,288,086 |
(ii) Contract balances
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.
(Continued)
45
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(x) 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.
For the years ended December 31, 2023 and 2022, the remunerations to employees amounted to $40,224 and $11,904, 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 loss for 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.
(y) 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 $ 20,910 99 1,151 $ 22,160 |
2023 | |
| 10,923 87 5,001 |
||
| 16,011 |
(Continued)
46
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(ii) Other income
The details of other income for 2024 and 2023 were as follows:
| Rent income | For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 3,151 |
2023 | |
| 4,638 |
- (iii) Other gains and losses
The details of other gains and losses were as follows:
| Other income Other expenses Dividend income Net gain on financial assets or liabilities at fair value through profit or loss Gain on modification of leases Loss on disposal of property, plant and equipment Foreign exchange gains |
For the years ended December 31 2024 2023 $ 275,318 85,029 (10,312) (1) 20 16 175,226 11,476 13 - - (106) 2 1 $ 440,267 96,415 |
|---|---|
| 2024 $ 275,318 (10,312) 20 175,226 13 - 2 $ 440,267 |
(iv) Finance costs
The details of finance costs for 2024 and 2023 were as follows:
| Interest expense Bank loan Interest on lease liabilities Interests on Convertible bonds Other finance costs Loan interest Gurantee deposits Less: Capitalization of interest |
For the years ended December 31 2024 2023 $ 557,178 385,176 11,779 10,839 36,382 32,432 64,800 87,960 23,316 20,139 241 105 (192,774) (105,307) $ 500,922 431,344 |
|---|---|
| 2024 $ 557,178 11,779 36,382 64,800 23,316 241 (192,774) $ 500,922 |
(Continued)
47
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(z) 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 Company's customers are mostly those in the construction industry. In order to reduce accounts receivable credit risk, the Company continuously assesses the financial condition of its customers. If it is necessary, the Company will ask for guarantees or warranties. The Company 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 Company's major customers consisted of five customers which accounted for 51% and 61%, respectively, of accounts receivable so that management believes the concentration of credit risk.
3) Credit risk of receivables
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 and overdue 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(e) for the Company determines whether credit risk is to be low risk).
(ii) Liquidity risk
The following are the contractual maturities of financial liabilities, including the estimated interest payments and excluding the impact of netting agreements.
| Carrying amount December 31, 2024 Non derivative financial liabilities Floating rate instruments $ 17,541,281 Fixed rate instrument 5,509,560 Non-interest bearing liabilities 3,053,076 $ 26,103,917 |
Cash flow 18,686,504 6,424,060 3,053,076 28,163,640 |
Within a year 7,286,855 4,516,863 3,053,076 14,856,794 |
1-3 years 5,453,308 1,416,134 - 6,869,442 |
Over 3 years |
|---|---|---|---|---|
| 5,946,341 491,063 - |
||||
| 6,437,404 |
(Continued)
48
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| Carrying amount December 31, 2023 Non derivative financial liabilities Floating rate instruments $ 12,774,412 Fixed rate instrument 4,645,095 Non-interest bearing liabilities 2,980,945 $ 20,400,452 |
Cash flow 14,425,266 4,967,526 2,980,945 22,373,737 |
Within a year 4,912,745 2,724,424 2,980,945 10,618,114 |
1-3 years 4,076,611 1,745,608 - 5,822,219 |
Over 3 years |
|---|---|---|---|---|
| 5,435,910 497,494 - |
||||
| 5,933,404 |
The Company does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amounts.
- (iii) Interest rate analysis
Please refer to the notes on liquidity risk management and interest rate exposure of the Company'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 Company management's assessment of the reasonably possible interest rate change.
If the interest rate increases or decreases by 0.50%, the Company’s net income will decrease /increase by $87,706 thousand and $63,872 thousand for the years ended December 31, 2024 and 2023, respectively, assuming all other variable factors remain constant. This is mainly due to the Company’s variable rate bank borrowings.
(iv) Fair value of financial instruments
- 1) Types and fair value of financial instruments
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 Company’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, and lease liabilities, disclosure of fair value information is not required:
| Financial assets at fair value through profit or loss Financial assets at fair value through profit or loss, mandatorily measured at fair value |
December 31, 2024 | December 31, 2024 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Carrying amounts $ 724,940 |
Fair Value | ||||
| Level 1 - |
Level 2 - |
Level 3 724,940 |
Total | ||
| 724,940 | |||||
(Continued)
49
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| 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 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 |
December 31, 2024 | December 31, 2024 | December 31, 2024 | ||
|---|---|---|---|---|---|
| Carrying amounts $ 5,396 $ 1,226,252 1,746,604 23,708 4,092,051 461,066 7,549,681 $ 8,280,017 $ 16,281,301 2,946,162 1,211,998 1,759,709 2,129,500 1,259,980 433,898 31,369 50,000 $ 26,103,917 |
Fair Value | ||||
| Level 1 Level 2 Level 3 - - 5,396 - - - - - - - - - - - - - - - - - - - - 730,336 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - December 31, 2023 |
Total | ||||
| 5,396 | |||||
| - - - - - |
|||||
| - | |||||
| 730,336 | |||||
| - - - - - - - - - |
|||||
| - | |||||
| Fair Value | |||||
| Level 1 - - |
Level 2 - - |
Level 3 399,758 5,396 |
Total | ||
| 399,758 | |||||
| 5,396 | |||||
(Continued)
50
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| 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, 2023 | December 31, 2023 | December 31, 2023 | ||
|---|---|---|---|---|---|
| Carrying amounts $ 714,331 2,098,557 29,107 2,522,195 384,711 5,748,901 $ 6,154,055 $ 11,268,431 1,987,702 1,612,044 1,287,532 2,270,000 1,505,981 387,393 31,369 50,000 $ 20,400,452 |
Fair Value | ||||
| Level 1 - - - - - - - - - - - - - - - - - |
Level 2 - - - - - - - - - - - - - - - - - |
Level 3 - - - - - - 405,154 - - - - - - - - - - |
Total | ||
| - - - - - |
|||||
| - | |||||
| 405,154 | |||||
| - - - - - - - - - |
|||||
| - |
-
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.
(Continued)
51
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
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.
If the financial instruments held by the Company have no active market, the measurements of fair value are categorized as follows:
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
| Balance at January 1, 2024 Total gains and losses Recognized in profit or loss Purchased Balance at December 31, 2024 Balance at January 1, 2023 Recognized in profit or loss Purchased Ending balance, December 31, 2023 |
Measured at fair value through profit or loss |
Financial assets at fair value through other comprehensive income Unquoted equity instruments 5,396 - - 5,396 5,396 - - 5,396 |
Total | ||
|---|---|---|---|---|---|
| Non derivative financial assets mandatorily measured at fair value through profit or loss (held for trading) $ 399,758 175,182 150,000 $ 724,940 $ 188,560 11,198 200,000 $ 399,758 |
Non derivative financial assets mandatorily measured at fair value through profit or loss (held for trading) |
||||
| 405,154 175,182 150,000 |
|||||
| 730,336 | |||||
| 193,956 11,198 200,000 |
|||||
| 405,154 |
(Continued)
52
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
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:
| 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 | |
| 2024 $ 175,182 |
2023 | |
| 11,198 | ||
- 4) Quantified information on significant unobservable inputs (Level 3) used in fair value measurement
The Company’ s financial instruments that use Level 3 inputs to measure fair value include fair value through other comprehensive income.
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 Financial assets at fair value through other comprehensive income equity investments without an active market |
Valuation technique Discounted cash flow method Comparable listed companies approach |
Significant unobservable inputs Interrelationship between significant unobservable inputs and fair value measurement ‧Risk-free rate (1.4444% as of December 31, 2024 ) ‧Weighted average cost of capital (4.8302% as of December 31, 2023) ‧ The higher the risk-free interest rate, the lower the fair value ‧ The higher the market liquidity discount rate, the lower the fair value ‧ P/B ratio (1.89~2.05 and 1.70~1.76 as of December 31, 2024 and 2023, respectively) ‧Market liquidity discount rate (as of December 31, 2024 and 2023, were both at 30%) ‧ 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 |
|---|---|---|
(Continued)
53
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- 5) Transfer from one level to another
Stock and fund held by the Company 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.
-
(aa) Financial risk management
-
(i) Overview
The Company have exposures to the following risks from its financial instruments:
-
1) credit risk
-
2) liquidity risk
-
3) market risk
The following likewise discusses the Company’ 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 financial statements.
- (ii) Risk management framework
The Company’ 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.
The internal auditors of the Company continue with the review of the amount of the risk exposure in accordance with the Company’s policies and the risk management policies and procedures. The Company 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 Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investments in debt securities.
- 1) Accounts receivable and other receivables
The policy adopted by the Company to deal only with reputable parties and, where necessary, obtain collateral to mitigate the risk of financial losses arising from default. The Company will rate the major customers using other publicly available financial information and mutual transaction records.
The Company did not have any collateral or other credit enhancements to avoid credit risk of financial assets.
(Continued)
54
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
2) Investments
The credit risk exposure in the bank deposits, investments with fixed income and other financial instruments are measured and monitored by the Company’s finance department. There is no significant credit risk because the Company used to transact with or deal with counterparty with good credit ratings financial institutions, corporate organizations and government agencies.
3) Guarantees
Pursuant to the Company’s policies, the Company only provides financial guarantees to entities that have satisfied conditions. As of December 31, 2024 and 2023, there is no guarantee outstanding for non-subsidiary.
(iv) Liquidity risk
Liquidity risk is the risk that The Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’ 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 Company’ 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 Company 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.
1) Foreign currency risk
The principal functional currency of the Company’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 Company, 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 Company’s exposures to risk from changes in interest rates arise primarily from the Company’s bank loans with floating interest rates.
The Company manages the interest rates risk by maintaining an adequate combination of fixed and variable interest rates. The Company has no cash flow risk of material interest rate movements.
(Continued)
55
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
3) Credit risk
Credit risk means the potential loss of the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s operation activities (mainly accounts and notes receivable) and financial activities (mainly bank deposits and various financial instruments).
(ab) Capital management
The Company 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 Company may adjust the dividend payment and reduce the capital for redistribution to its shareholders. The Company also issues new shares or sell assets to settle any liabilities.
The Company 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 Company. The Company’ s debt-to-equity ratios at the end of the reporting periods were as follows:
| Total liabilities Less: cash and cash equivalents Net debt Total equity Less: hedging reserve Adjusted equity Debt-to-equity ratio |
December 31, 2024 $ 33,169,402 (1,226,252) $ 31,943,150 12,255,768 - $ 12,255,768 % 260.64 |
December 31, 2023 24,242,503 (714,331) 23,528,172 8,948,219 - 8,948,219 % 262.94 |
|---|---|---|
(Continued)
56
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(7) Related-party transactions
- (a) Names and relationship with related parties
The following are subsidiaries and the entities that have had transactions with the Company during the periods covered in the financial statements.
| Name of related party | Relationship with the Company |
|---|---|
| JSL CONSTRUCTION Co., Ltd. | The chairman of the entity is the Company chairman’s |
| spouse | |
| JAYSANLYN REAL ESTATE & | The chairman of the entity is the Company chairman’s |
| ADVERTSING Co., Ltd. | spouse |
| JAYSHELYN CONSTRUCTION Co., Ltd. | The director of this entity is the director of the |
| Company | |
| Zangfu Industrial Co., Ltd. | The entity’s chairman is the blood relatives within the |
| second degree of kinship of the chairman of the | |
| Company | |
| Shangjing Industrial Co., Ltd. | The chairman of this entity is the director of the |
| Company | |
| Hongdadi Construction Co., Ltd. | The entity’s chairman is the blood relatives within the |
| second degree of kinship of the chairman of the | |
| Company | |
| Guangtaiji Construction Co., Ltd. | The chairman of this entity is the director of the |
| Company | |
| JAYSANLYN REAL ESTATE Co., Ltd. | The entity’s chairman is the blood relatives within the |
| second degree of kinship of the chairman of the | |
| Company | |
| CHU YUAN INDUSTRIAL Co., Ltd. | Same Chairman with the Company |
| Dalin development Co., Ltd. | Same Chairman with the Company |
| Fengyun Advertising Co., Ltd. | The entity’s chairman is the blood relatives within the |
| second degree of kinship of the chairman of the | |
| Company | |
| Uyi Investment Co., Ltd. | The entity’s chairman is the blood relatives within the |
| second degree of kinship of the chairman of the | |
| Company | |
| Chuyi Industrial Co., Ltd | The entity’s chairman is the blood relatives within the |
| second degree of kinship of the chairman of the | |
| Company | |
| JSL Entertainment Co., Ltd | Subsidiary of the Company |
| Water Cube International Development Co., | Subsidiary of the Company |
| Ltd. | |
| Shigang Construction and Development Co., | Subsidiary of the Company |
| Ltd. | |
| JSL Food Art Creation Co., Ltd. | Subsidiary of the Company |
(Continued)
57
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| Name of related party | Relationship with the Company |
|---|---|
| JSL International Development Co., Ltd. | Subsidiary of the Company |
| CHUWANG DEVELOPMENT Co., Ltd. | Subsidiary of the Company |
| Huajiang International Development Co., | Ltd.An associate of the Company |
| Wen Yu Chu | The Chairman |
| Yuyan Jinxiang Space Design Co.,Ltd | Substantial related party |
| Chuangyu Space Design Co., Ltd. | Substantial related party |
| Li Junping Space Design Co., Ltd. | Substantial related party |
| Yuchang interior design | Substantial related party |
-
(b) Significant transactions with related parties
-
(i) Sale revenue
The amounts of significant sales transactions between the Company and related parties were as follows:
| Item Relationship Revenue from service Other related parties: rendered per contract JSL CONSTRUCTION Co., Ltd. JAYSHELYN CONSTRUCTION Co., Ltd. Huajiang International Development Co., Ltd. CHU YUAN INDUSTRIAL Co.,Ltd. Other related parties Rent income Other related parties |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 553,634 39,432 48,117 119,266 99,668 $ 860,117 $ 10 |
2023 | |
| 360,376 82,429 70,159 18,919 8,794 |
||
| 540,677 | ||
| - |
- 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 Company. The collection terms are also comparable to those of other companies.
(Continued)
58
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- 2) The details of the individual marketing planning contracts signed by the Company and other related parties are as follows:
| Name of project Selling project-273 Selling project-307 Selling project-356 Selling project-392-1 Selling project-392-2 Selling project-432 Selling project-438 |
The signing date of selling agreement Sales period 2018.10.01 From October 1, 2018 to June 30, 2026 2020.06 From the contract date to sold out 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) 2023.03.01 From March 1, 2023 to six months after the date of obtaining the license (subject to extension) 2023.09.20 From September 20, 2023 to six months after the date of obtaining the license (subject to extension) |
|---|---|
- (ii) Purchases
Selling:
The amounts of significant purchases by the Company from related parties were as follows:
| Relationship Other related parties Subsidiaries |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 20,623 198,498 $ 219,121 |
2023 | |
| 5,788 148,577 |
||
| 154,365 |
The terms and pricing of purchases 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.
(Continued)
59
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
Construction industry:
- 1) The amounts of significant purchase by The Company from associates were as follows:
| Relationship Other related parties Subsidiaries |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 38,864 - $ 38,864 |
2023 | |
| 31,481 15,592 |
||
| 47,073 |
-
1) The Company 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.
-
2) The Company obtained partial lot of joint ownership land No. 331, Wuguwang section, Sanchong District, New Taipei City from Subsidiaries with a contract price amounting to $15,592 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.
-
3) Construction contracts
The Company will commission the new construction projects at Longjiang Road Construction Project, River Palace No.2, River Palace No.3, River Palace No.5, River Palace No.6, The Grand Palace, Garden Palace, Baoxiang section at Hsinchu county, Shizhengguandi No.1, Shizhengguandi No.2, Shizhengguandi No.3, ShizhengAiyue and - Beautiful Town to the related parties CHUWANG DEVELOPMENT Co., Ltd, The contract amount (before tax) is as follows:
| Account Property, plant and equipment Inventories |
For the year ended December 31, 2024 Subsidiaries: CHUWANG DEVELOPMENT Co., Ltd. Subsidiaries: CHUWANG DEVELOPMENT Co., Ltd. 〃〃〃〃〃〃〃〃〃〃〃 |
Name of project Longjiang Road Construction Project River Palace No. 2 River Palace No. 3 River Palace No. 5 River Palace No. 6 The Grand Palace Garden Palace Baoxiang Section at Hsinchu county Shizhengguandi No.1 Shizhengguandi No.2 Shizhengguandi No.3 ShizhengAiyue Beautiful Town |
Total contract price (untaxed) $ 353,639 941,784 343,952 784,751 631,716 1,328,276 2,046,876 8,200,421 503,497 1,142,636 1,447,489 303,004 968,095 $ 18,996,136 |
The amount of the current period (untaxed) 353,639 9,127 46,433 57,615 145,295 385,200 179,102 1,621,968 80,559 - - 66,661 191,138 3,136,737 |
Accumulated amount (untaxed) |
|
|---|---|---|---|---|---|---|
| 353,639 506,550 343,952 784,751 145,295 810,248 1,930,887 2,681,461 292,027 - - 181,802 191,138 |
||||||
| 8,221,750 |
(Continued)
60
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| Account Property, plant and equipment Inventories |
For the year ended December 31, 2023 Subsidiaries: CHUWANG DEVELOPMENT Co., Ltd. Subsidiaries: CHUWANG DEVELOPMENT Co., Ltd. 〃〃〃〃〃〃〃〃〃 |
Name of project Longjiang Road River Palace No. 2 River Palace No. 3 River Palace No. 5 River Palace No. 6 The Grand Palace Garden Palace Baoxiang Section at Hsinchu county Shizhengguandi No.1 Shizhengguandi No.3 ShizhengAiyue |
Total contract price (untaxed) $ 458,802 912,702 343,952 886,751 631,716 1,328,276 2,046,876 4,798,826 503,497 1,447,489 303,004 $ 13,661,891 |
The amount of the current period (untaxed) 125,581 214,485 88,568 186,219 - 159,393 1,031,966 837,777 110,769 - 115,141 2,869,899 |
Accumulated amount (untaxed) |
|
|---|---|---|---|---|---|---|
| 458,802 497,423 297,519 727,136 - 425,048 1,751,785 1,059,493 211,468 - 115,141 |
||||||
| 5,543,815 |
(iii) Receivables from related parties
The payables to related parties were as follows:
| Account Relationship Accounts receivable Subsidiary: JSL Entertainment Co., Ltd. Other related parties: JSL CONSTRUCTION Co., Ltd. JAYSHELYN CONSTRUCTION Co., Ltd. CHU YUAN INDUSTRIAL Co., Ltd. Chuyi Industrial Co., Ltd Others Other receivables Other related parties: Fengyun Advertising Co., Ltd. Other related parties Other receivables Subsidiary: Water Cube International Development Co., Ltd JSL Entertainment Co., Ltd. CHUWANG DEVELOPMENT Co.,Ltd |
December 31, 2024 $ - 98,430 6,582 57,282 37,073 12,704 $ 212,071 $ 7,044 681 13,179 1,230 45 $ 22,179 |
December 31, 2023 12,484 57,883 15,487 18,919 - 7,771 |
|---|---|---|
| 112,544 | ||
| 21,345 3,403 3,843 285 - |
||
| 28,876 |
(Continued)
61
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(iv) Payables to related parties
The payables to related parties were as follows:
| Account Relationship Accounts payable Subsidiary: CHUWANG DEVELOPMENT Co., Ltd. JSL Food Art Creation Co., Ltd. JSL International Development Co., Ltd. Water Cube International Development Co., Ltd Other related parties Other payables Subsidiary: Water Cube International Development Co., Ltd CHUWANG DEVELOPMENT Co., Ltd. Others Other related parties Fengyun Advertising Co., Ltd. Other related parties |
December 31, 2024 $ 233,040 5,429 645 48,781 4,363 $ 292,258 $ 353,499 190,452 476 24,067 6,958 $ 575,452 |
December 31, 2023 297,329 3,915 586 208,462 686 |
|---|---|---|
| 510,978 | ||
| 34,538 3,578 89 23,178 2,949 |
||
| 64,332 |
Note: Payment on behalf of others for land purchases.
- (v) Loans to related parties
The Company financing from its related parties in 2024 and 2023, and accounted for under the other accounts payable related parties as follows:
| For the year ended December 31, 2024 | For the year ended December 31, 2024 | For the year ended December 31, 2024 | Interest payables - |
||
|---|---|---|---|---|---|
| Name of related party CHUWANG DEVELOPMENT Co., Ltd. |
Highest balance of financing to other parties $ 890,000 |
Ending balance 750,000 |
Interest rate 3.00% |
Interest expense 23,316 |
(Continued)
62
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| For the year ended December 31, 2023 | For the year ended December 31, 2023 | For the year ended December 31, 2023 | |||
|---|---|---|---|---|---|
| Name of related party CHUWANG DEVELOPMENT Co., Ltd. |
Highest balance of financing to other parties $ 990,000 |
Ending balance 890,000 |
Interest rate 0.21%~3.00% |
Interest expense 20,139 |
Interest payables - |
(vi) Services
The related party and the Company have entered into contract of appointment for sales planning, and accounted for under the incremental costs to obtaining a contract - current,the details are as follows:
| details are as follows: | |||
|---|---|---|---|
| Name of related party | Name of project |
Sales period | Accumulated price |
| December 31, 2024 December 31, 2023 $ 156,313 150,678 123,549 - 135,970 - 17,132 - 100,154 - 85,500 - 28,293 - 153,955 - |
|||
| Subsidiary: Water Cube International Development Co., Ltd 〃〃〃〃〃〃〃 |
Hsinchu Palace No.8-2 Hsinchu Palace No.6-1 Hsinchu Palace No.6-2 Hsinchu Palace No.5-1 Hsinchu Palace No.7-1 Hsinchu Palace No.7-2 Hsinchu Palace Business No.2 Beautiful Town |
From March 1 2023 to six months after the date of obtaining the license. From obtaining the building license to December 31, 2026. From obtaining the building license to December 31, 2026. From May 23, 2024 to December 31, 2027. From May 23, 2024 to December 31, 2027. From May 23, 2024 to December 31, 2027. From November 18, 2024 to December 31, 2027. From January 1, 2024 to December 31, 2027. |
(Continued)
63
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| Name of related party | Name of project |
Sales period | Accumulated price | Accumulated price | |
|---|---|---|---|---|---|
| December 31, 2023 155,320 58,410 17,253 - 19,429 |
|||||
| From August 10, 2021 to December 31, 2025. From April 1, 2022 to one month after the date of obtaining the license. From September 20, 2023 to one month after the date of obtaining the license. From May 1, 2024 to December 31, 2027. From June 1, 2022 to one month after the date of obtaining the license. |
|||||
| 401,090 |
(vii) Lease
The related information of the Company 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 $ 45,012 $ 44,138 Right-of-use assets December 31, 2023 $ 4,584 $ 58,861 |
Interest expense For the year ended December 31, 2024 103 1,510 116 Interest expense For the year ended December 31, 2023 125 1,383 |
Lease liabilities | |
|---|---|---|---|---|---|
| December 31, 2024 |
|||||
| Other related parties: Other related parties 〃〃Name of related party |
2016.06.01 ~2028.12.31 2023.04.01 ~2027.03.31 2024.12.01 ~2028.03.31 Contract term |
3,929 | |||
| 46,142 | |||||
| 44,195 | |||||
| Lease liabilities | |||||
| December 31, 2023 |
|||||
| Other related parties: Other related parties 〃 |
2016.06.01 ~2028.12.31 2023.04.01 ~2027.03.31 |
4,855 | |||
| 59,489 | |||||
(Continued)
64
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(viii) Guarantee
-
1) The Company applied for the issuance of the secured corporate bonds with the subsidiary acting as the joint guarantor and providing the construction land as collateral. The amount of the endorsement guarantee as of December 31, 2024 and 2023 was both $278,910 thousand. The handling fees paid to subsidiary’s amounting to $333 thousand and $286 thousand, respectively, which is accounted for under the finance cost.
-
2) The management of the Company will provide land as collateral for the application to issue secured corporate bond.
-
3) The Company 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.
-
4) The Jinhua Section, Nuannuan District construction project of the Company was provided with joint and several securities for a performance guarantee of a sales contract for preconstruction homes pursuant to the Consumer Protection Act by its subsidiary, CHUWANG DEVELOPMENT CO., LTD. in June 2023. The guarantee amount was both $712,141 thousand and the actual usage amounting to 452,566 thousand and $0, for the years ended 2024 and 2023, respectively.
(ix) Others
-
1) The Company 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 Company. Also,a real estate entrust contract are entered and are pledged to the Company with an equivalent amount.
-
2) The Company commissioned manpower support from its subsidiaries for the years ended December 31, 2024 and 2023 and paid a service fee of $10,223 thousand and $20,446 thousand, which is accounted for under“administrative expenses"
-
3) The Company entered into a contract with its subsidiaries to entrust the subsidiaries with the responsibility for the planning and advertising design of all the sales projects and the sales support for some of the sales projects. Payments to subsidiaries amounted to $101,478 thousand and $352,435 thousand for the years ended December 31, 2024 and 2023 respectively. They are accounted for as operating costs of $84,187 thousand and $311,503 thousand, respectively and operating expenses of $17,291 thousand and $40,932 thousand, respectively.
(Continued)
65
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- 4) The Company 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.
| Subsidiary Other related parties |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 36,815 194,509 $ 231,324 |
2023 | |
| 1,255 74,895 |
||
| 76,150 |
-
5) The Company entered into a joint investment and construction agreement with the related party, Guangtaiji Construction Co., Ltd. in the“ Shizheng Aiyue” development project with an investment ratio of 30%.
-
6) The Company entered into a joint investment and construction agreement with the related party, Shangjing Industrial Co., Ltd. in the "Shizhengguandi No.2" development project with an investment ratio of 11.57%.
-
7) The Company entered into a joint contract with the related party, Uyi Investment Co., Ltd for the "Shizhengdibao development project". Uyi Investment Co., Ltd held 0.4% of the land development ratio was 55%.
-
8) The Company increased the capital of its subsidiary,CHUWANG DEVELOPMENT CO., LTD by $250,000 thousand in May 2023.
-
(c) Key management personnel transactions
Key management personnel compensation:
| Short-term employee benefits Post-employment benefits |
For the years ended December 31 | For the years ended December 31 |
|---|---|---|
| 2024 $ 214,993 1,026 $ 216,019 |
2023 | |
| 148,984 1,076 |
||
| 150,060 |
(Continued)
66
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(8) Pledged assets:
The carrying values of pledged assets were as follows:
| Pledged assets Pledged to secure Other financial assets (current and non current) Bonds payable, 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 notes payable Investment property, net Long-term borrowings Right-of-use assets Long-term borrowings and short-term notes payable |
December 31, 2024 $ 2,882,511 26,073,075 1,179,943 806,300 960,251 $ 31,902,080 |
December 31, 2023 |
|---|---|---|
| 1,610,957 19,893,891 28,209 809,420 979,170 |
||
| 23,321,647 |
(9) Significant contingent liabilities and unrecognized commitments:
-
(a) Significant unrecognized commitments
-
(i) The Company’ 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 Company’s selling price outlined in pre-sale housing contract is as follows:
| Price outlined in signed sales contracts (tax included) Amount collected as per the contract (untaxed) |
December 31, 2024 $ 48,825,492 $ 6,153,116 |
December 31, 2023 |
|---|---|---|
| 25,121,731 | ||
| 3,283,221 |
(iii) 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. which recognized under other current financial assets.
(Continued)
67
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(iv) The Company have entered into contract of appointment for marketing planning as of December 31, 2024, the details are as follows:
| Name of project Selling project-273 Selling project-307 Selling project-356 Selling project-367 Selling project-369 Selling project-370 Selling project-3720 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-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 Selling project-439 Selling project-440 |
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 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 (subject to extension)(extended to December 31, 2025) 2019.10.01 From October 1, 2019 to one months 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 month after the date of obtainning the license (subject to extension) 2024.01.18 From January 18, 2024 to June 30, 2027 (subject to extension) 2022.05.16 From May 16, 2022 and ended six months after the date of obtaining the license (subject to extension) 2022.06.01 From June 1, 2022 and ended six months after the date of obtaining the license (subject to extension) 2022.06.01 From June 1, 2022 and ended six months after the date of obtaining the license (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 2022.05.01~2025.04.30(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 date of 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) 2024.02.27 2024.02.27~2027.07.31 (subject to extension) 2023.01.09 Sales start after the building license has been obtained and the sales period is two year (subject to extension) |
|---|---|
(Continued)
68
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| Name of project Selling project-444 Selling project-446 Selling project-447 Selling project-448 Selling project-450 Selling project-4503 Selling project-453 Selling project-456 Selling project-457 Selling project-458 Selling project-459 Selling project-460 Selling project-461 Selling project-464 Selling project-470 Selling project-471 Selling project-473 |
The signing date of selling agreement Sales period 2024.01.03 From January 1, 2024 to six months after the date of obtaining the license (extended to extension) 2024.03.01 Sales start after the building license has been obtained and the sales period is two year (subject to extension) 2023.12.29 Sales start after the building license has been obtained and the sales period is one year (subject to extension) 2024.03.19 From March 19, 2024 and ended eighteen months after the project officially opened. (subject to extension) 2024.04.01 2024.04.01~2026.04.01 (subject to extension) 2024.04.01 2024.04.01~2026.04.01 (subject to extension) 2024.06.25 2024.06.25~2026.06.25 (subject to extension) 2024.07.01 2024.07.01~2026.05.31 (subject to extension) 2024.08.01 2024.08.01~2027.07.31 (subject to extension) 2024 2024.07.01~2025.06.30 (subject to extension) 2024.07.15 2024.07.15~2025.07.14 (subject to extension) 2024.08.07 2024.08.07~2025.08.06 (subject to extension) 2024.10.09 2024.10.09~2026.12.31 (subject to extension) 2024.10.06 2024.10.06~2026.05.31 2024.08.12 2024.08.12~2026.12.31 (subject to extension) 2024.08.12 2024.08.12~2026.12.31 (subject to extension) 2024.11.21 2024.11.21~2026.11.20 (subject to extension) |
|---|---|
(10) Losses Due to Major Disasters:None
(11) Subsequent Events:
The Company has issued new shares for cash capital increase with a total of 50,000 thousand shares with a par value of $10 per share on November 11, 2024 pursuant to a resolution of the Board of Directors. The said cash capital increase has been approved by FSC and is in effect on December 31, 2024. The new shares are issued at $83 per share pursuant to a resolution of the Board of Directors. The Company adopted February 21, 2025 as base day for cash 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)
69
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(12) Other:
(a) A summary of current-period employee benefits, depreciation, and amortization, by function, is as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| By function By item |
For the years ended December 31 | |||||
| 2024 | 2023 | |||||
| Cost of good sold |
Operating expense |
Total | Cost of good sold |
Operating expense |
Total | |
| Employee benefits | ||||||
| Salary | 255,520 | 418,773 | 674,293 | 118,334 | 373,479 | 491,813 |
| Labor and health insurance | 6,550 | 15,883 | 22,433 | 3,875 | 11,180 | 15,055 |
| Pension | 4,626 | 4,557 | 9,183 | 2,819 | 4,022 | 6,841 |
| Remuneration of directors | - | 11,678 | 11,678 | - | 10,056 | 10,056 |
| Others | 2,649 | 12,441 | 15,090 | 1,140 | 9,696 | 10,836 |
| Depreciation | 30,001 | 50,546 | 80,547 | 23,214 | 16,537 | 39,751 |
| Depletion | - | - | - | - | - | - |
| Amortization | - | 291 | 291 | - | 322 | 322 |
For the years ended December 31, 2024 and 2023, the average numbers of Company employees were as follows:
| Number of employees Number of directors who are not concurrently employed Average employee benefit expense Averageemployeesalary expense Salary Remuneration for supervisors |
|
|---|---|
The Company’ s salary and remuneration policy (including directors, supervisors, managers and employees) is as follows:
(i) Remuneration to Directors:
The renumeration to Board of directors of the Company are based on the Company’s overall operation performance, industry trend as well as the personal contribution toward the Company and individual performance achievements and the salary level of the same industry. The remuneration of the independent Directors shall be agreed on with fixed payment by the Board of directors in accordance with the foregoing principles and shall not involve the distribution of directors’ remuneration and all other bonuses. The Company’ s article of incorporation requires a minimum of 3% will be distributed as remuneration to its employees. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit.
(Continued)
70
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
The performance of the Directors is determined on the basis of the performance evaluation method of the Board of Directors of the Company, which covers the board as a whole, the functional committees and individual members of the Directors. The evaluation methods include self evaluation, peer-to-peer assessment, entrusting external agency experts, or other appropriate means. The remuneration performance policy, performance evaluation, and the content and amount of remuneration of the directors of the Company have been established, reviewed and resolved by the Remuneration Committee and the Board of director and reported to the Shareholders’ Meeting.
(ii) Managers and employees:
The renumeration to manager and employee includes salary, bonus and employee compensation: Monthly salaries are determined by reference to the salary trends on the market, company operations and organizational structure, and by function and responsibility to balance the optimization between external competition and internal justice. The bonus and remuneration are approved in accordance with the relevant performance management measures. The relationship between individual performance and the Company’ s operating performance are assessed and then providing reasonable remuneration. The Company’s article of incorporation requires a minimum of 1% will be distributed as remuneration to its employees. However, if the Company has accumulated deficits, the profit should be reserved to offset the deficit. The remuneration to the employees of the Company is reported to the shareholders’ meetings after being reviewed and passing the resolutions of the Remuneration Committee and the Board of directors. The remuneration system is reviewed timely in the light of the actual operating conditions and changes in the relevant regulation.
- (b) The Company 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 Company, Dong CuiHua, former head of the Finance segment of the Company (both had resigned in February 2013) and Lin Hongming were charged with alleged breaches of the Securities and Exchange Act.
The Company 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 Company 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 Company 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 Company then entered into a debt settlement agreement with the creditor, Qiyang Asset Management Co., Ltd.in May 2006. By transferring the Company’s collateral pledged for the loan, the land lot at Shuixian section and building license to the creditors, the Company 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 Company; As for the loan borrowed by pledging the land at Milan section, the Company has entered into a sales contract in May 2002 to the land at Milan section. Consequently in 2005,the Company entered into a tripartite agreement with the land purchaser and creditor, Qiyang Asset Management Co., Ltd. to eliminate the Company’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)
71
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the 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 Company 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 Company’s claim for damages. the Company 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 Company. 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.
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 Company 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 Company 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)
72
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the 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 Company for the year ended December 31, 2024:
(i) 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 | 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 (Note 3) |
- | - | 3.00 | 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 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)
| No. | Name of guarantor |
Counter-party of guarantee and endorsement |
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 | CHUWANG DEVELOPME NT CO., LTD. |
JSL CONSTRUC TION & DEVELOPM ENT CO., LTD. |
7 | 8,014,459 | 712,141 | 712,141 | 452,566 | - | % 88.86 |
16,028,919 | N | Y | N |
| 2 | 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 |
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)
73
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the 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).
(iii) Securities held as of December 31, 2024 (excluding investment in subsidiaries, associates and joint ventures):
| (In Thousands of New Taiwan Dollars) Ending balance Shares/Units (thousands) Carrying value Percentage of ownership (%) Fair value Note 18,856 253,820 -% 253,820 Note 20,000 269,210 -% 269,210 Note 15,000 201,910 -% 201,910 Note 41 401 0.01% 1,410 500 4,995 3.33% 6,593 |
(In Thousands of New Taiwan Dollars) Ending balance Shares/Units (thousands) Carrying value Percentage of ownership (%) Fair value Note 18,856 253,820 -% 253,820 Note 20,000 269,210 -% 269,210 Note 15,000 201,910 -% 201,910 Note 41 401 0.01% 1,410 500 4,995 3.33% 6,593 |
(In Thousands of New Taiwan Dollars) Ending balance Shares/Units (thousands) Carrying value Percentage of ownership (%) Fair value Note 18,856 253,820 -% 253,820 Note 20,000 269,210 -% 269,210 Note 15,000 201,910 -% 201,910 Note 41 401 0.01% 1,410 500 4,995 3.33% 6,593 |
(In Thousands of New Taiwan Dollars) Ending balance Shares/Units (thousands) Carrying value Percentage of ownership (%) Fair value Note 18,856 253,820 -% 253,820 Note 20,000 269,210 -% 269,210 Note 15,000 201,910 -% 201,910 Note 41 401 0.01% 1,410 500 4,995 3.33% 6,593 |
(In Thousands of New Taiwan Dollars) Ending balance Shares/Units (thousands) Carrying value Percentage of ownership (%) Fair value Note 18,856 253,820 -% 253,820 Note 20,000 269,210 -% 269,210 Note 15,000 201,910 -% 201,910 Note 41 401 0.01% 1,410 500 4,995 3.33% 6,593 |
||||
|---|---|---|---|---|---|---|---|---|
| Name of holder | Category and name of security |
Relationship with company |
Account title |
Ending balance | 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)
74
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
- (v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock:
| 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 | (553,634) | (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)% | |
| 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)% | |
| 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 1 |
| 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 |
| 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 |
| (Continued) |
75
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
| 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) |
||||
| 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 |
Note 1 : The sales ratio is based on the sales amount of the subsidiary, CHUWANG DEVELOPMENT Co., Ltd.
Note 2 : The sales ratio is based on the sales amount of the subsidiary,Water Cube International Development Co., Ltd.
(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 |
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 |
Parent company | 311,181 | 3.35 | - | - | 80,294 | - |
- (ix) Trading in derivative instruments:None
(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 | Net income (losses) of investee |
Share of profits/losses of investee |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | Shares (thousands) |
Percentage of ownership |
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 | 27,448 | 27,448 | |
| 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) | 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 | 31 | 31 | |
| 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 | 7,823 | 7,823 | |
| 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 | 1,858 | 1,858 | |
| 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 | 247,919 | 46,765 |
Note : Recognized in other current liabilities,others.
- (c) Information on investment in mainland China:None
(Continued)
76
JSL CONSTRUCTION & DEVELOPMENT CO., LTD. Notes to the Financial Statements
(d) Major shareholders:None
| Major shareholders:None | ||
|---|---|---|
| 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.
77
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of inventories
December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
| Item | Description | Amount | |
|---|---|---|---|
| Prepayment for land purchases | Daitianfu section of Jilong City | $ | 524,085 |
| Gushan District of Kouhsiung City | 145,958 | ||
| Zhongxiang section | 515,525 | ||
| Others | 51,000 | ||
| Subtotal | 1,236,568 | ||
| Land held for construction site | Haitian Section, Tamsui District, New Taipei City | 227,794 | |
| Ganlin section of New Taipei City | 333,793 | ||
| Baoxiang Section at Hsinchu country | 1,670,415 | ||
| Wen zi zhen | 562,236 | ||
| Bancui section of New Taipei City | 393,155 | ||
| Wuguwang section of New Taipei City | 1,342,731 | ||
| Shen'ao section of Keelung City | 315,925 | ||
| Zhongshan section of New Taipei City | 3,357,864 | ||
| Gaofeng section of Hsinchu country | 113,692 | ||
| Fuxing section of Hsinchu country | 584,593 | ||
| Others | 156,595 | ||
| Subtotal | 9,058,793 | ||
| Construction in progress | Urban renewal at Chengde Road | 2,714,997 | |
| Baoxiang Section at Hsinchu country | 4,473,929 | ||
| Jiangcui section of New Taipei City | 404,614 | ||
| Bancui section of New Taipei City | 820,140 | ||
| Xindu Section, New Taipei City | 1,116,653 | ||
| Wuguwang section,New Taipei City | 4,357,147 | ||
| Xiangyang section of Pingtung City | 2,684,429 | ||
| Jinhua section of Jilong City | 1,686,574 | ||
| Shanjie section of Taoyuan City | 1,141,932 | ||
| Others | 372,449 | ||
| Subtotal | 19,772,864 | ||
| Buildings and land held for sale | Ocean Palace | 995,292 | |
| River Palace No.3 | 144,634 | ||
| River Palace No.5 | 198,171 | ||
| Subtotal | 1,338,097 | ||
| Total | $ | 31,406,322 |
78
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of other current financial assets
December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
| Item Restricted time deposits Co-construction guarantee deposit and others |
Amount Note $ 2,462,780 pre-order price trust deposits and deposit of corporate bond 1,629,271 $ 4,092,051 |
|---|---|
79
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of short-term borrowings
December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
| Type of loan Mortgage loans 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Credit loans 〃〃〃〃〃〃〃〃〃〃〃 |
Note Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions |
Balance at December 31 $ 1,309,326 207,530 619,340 312,990 309,720 483,720 329,951 111,500 641,806 138,890 688,280 129,840 3,919,778 108,640 93,800 2,800,000 769,880 150,000 659,650 150,237 13,934,878 76,904 222,148 40,000 252,835 200,000 66,404 77,700 100,000 167,725 140,297 200,000 240,000 562,410 2,346,423 $ 16,281,301 |
Contract Period 2014.06.21~2025.12.31 2020.11.10~2026.07.15 2023.05.29~2028.05.29 2021.11.23~2026.03.09 2022.05.20~2026.04.22 2020.04.17~2027.03.31 2021.06.29~2025.06.29 2023.03.10~2025.04.30 2021.10.22~2026.04.22 2023.06.17~2026.06.17 2022.01.21~2027.01.21 2023.03.30~2026.03.30 2023.06.30~2028.06.30 2023.09.12~2026.09.12 2023.09.12~2028.06.30 2024.05.13~2026.05.13 2024.07.26~2025.07.26 2024.05.28~2026.05.28 2024.10.16~2025.08.09 2024.03.30~2025.04.15 2024.07.19~2025.05.30 2024.08.15~2025.06.27 2024.12.20~2025.06.19 2024.09.27~2025.12.05 2024.11.28~2025.05.28 2024.12.25~2025.12.25 2024.08.26~2025.08.26 2024.08.15~2025.01.30 2024.06.25~2025.09.12 2024.12.02~2025.05.31 2024.10.17~2025.09.09 2024.11.29~2025.11.29 2024.10.16~2025.10.16 |
Range of interest rates Collateral or pledge Note 2.725%~2.875% Construction in progress 2.650%~2.860% Construction in progress 3.569%~3.726% Construction in progress 2.830% Construction in progress 2.830% Construction in progress 2.877%~3.093% Construction in progress 2.740%~3.560% Construction in progress 3.500% Construction in progress 2.865%~3.320% Construction in progress 3.120% Land held for construction site 2.675%~2.775% Construction in progress 2.740% Buildings and land held for sale 3.490%~3.590% Land held for construction site, Construction in progress 3.375% Land held for construction site 3.175% Land held for construction site 2.846% Land held for construction site 3.625% Construction in progress 3.375% Land held for construction site 2.877%~3.510% Construction in progress,Land held for construction site 3.125% Buildings and land held for sale 2.890%~3.140% None 3.180% 〃3.208% 〃3.116%~3.129% 〃3.135% 〃2.856% 〃2.850% 〃2.750% 〃3.125% 〃3.125% 〃3.250% 〃2.930% 〃2.528% |
|---|---|---|---|---|
80
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of short-term bills payable
December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
| Item Short-term notes payable 〃〃〃 |
Guarantee or acceptance institution Financial institutions 〃〃〃 |
Contract Period 2024.11.27~2025.01.16 2024.11.27~2025.01.16 2024.10.15~2025.01.13 2024.10.18~2025.01.13 2024.12.27~2025.03.27 |
Range of interest rates 3.163% 3.313% 3.263% 3.538% 2.964% |
Balance at December 31 Amount Unamortized discount on commercial papers payable Amount Note $ 585,000 (811) 584,189 - 1,353,000 (1,957) 1,351,043 - 524,000 (562) 523,438 - 187,000 (218) 186,782 - 302,800 (2,090) 300,710 $ 2,951,800 (5,638) 2,946,162 |
Balance at December 31 Amount Unamortized discount on commercial papers payable Amount Note $ 585,000 (811) 584,189 - 1,353,000 (1,957) 1,351,043 - 524,000 (562) 523,438 - 187,000 (218) 186,782 - 302,800 (2,090) 300,710 $ 2,951,800 (5,638) 2,946,162 |
|---|---|---|---|---|---|
| Amount $ 585,000 1,353,000 524,000 187,000 302,800 $ 2,951,800 |
Unamortized discount on commercial papers payable (811) (1,957) (562) (218) (2,090) (5,638) |
Statement of contract liabilities - current
Please refer to Note 6(w), for details.
81
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of bonds payable
December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
| Name of boad Secured ordinary corporate bond 〃〃〃〃Unsecured ordinary corporate bond |
Trustee | Issuance date |
Interest payment date |
Total amount |
Amount paid |
Balance at December 31 |
Balance at December 31 |
Less: current portion |
Carrying amounts - 600,000 - 189,000 500,000 - 1,289,000 |
Repayment One time payment at maturity One time payment at maturity One fifth of the total amount is repaid after one year, one fifth of the total amount is repaid after two years, and three fifths of the total amount is repaid after three years for the paydown on maturity date. 15% of the total amount is repaid after one year, 15% of the total amount is repaid after two years, and three fifths of the total amount is repaid after three years for the paydown on maturity date. One time payment at maturity One time payment at maturity |
Collateral | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions Financial institutions |
2021.07 2021.11 2022.01 2023.09 2024.07 2020.07 |
Annual payment 〃〃〃〃〃 |
$ 500,000 600,000 500,000 270,000 500,000 500,000 $ 2,870,000 |
(500,000) - (200,000) (40,500) - - (740,500) |
- 600,000 300,000 229,500 500,000 500,000 2,129,500 |
- - (300,000) (40,500) - (500,000) (840,500) |
-bank guarantee bank guarantee bank guarantee and land held for construction site (provided by subsidiary) bank guarantee and land (provided by management) None |
82
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of operating revenue
For the year ended December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
Please refer to Note 6(w), for details.
Statement of operating costs
| Item Cost of services contracts Construction cost Cost of rental sales |
Description Selling projects Construction projects Depreciation of investment property |
Amount Note $ 1,974,801 1,442,358 3,120 $ 3,420,279 |
|---|---|---|
Statement of selling expenses
| Item Wage and salaries Advertisement expense Other expenses |
Description | Amount Note $ 209,929 83,146 40,149 $ 333,224 |
|---|---|---|
83
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of administrative expenses
For the year ended December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
| Item Wages and salaries Insurance expense Entertainment expense Donation Taxes Depreciation Employee benefits Professional service fees Miscellaneous expenses Other expenses |
Description | Amount Note $ 206,011 12,789 14,388 14,380 115,985 50,476 10,120 23,826 26,564 40,066 $ 514,605 |
|---|---|---|
Statement of other revenues
Please refer to Note 6(y), for details.
84
JSL CONSTRUCTION & DEVELOPMENT CO., LTD.
Statement of other gains and losses, net
For the year ended December 31, 2024
(Expressed in thousands of New Taiwan Dollars)
Please refer to Note 6(y), for details.
Statement of finance costs
Please refer to Note 6(y), for details.