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KTC — Annual Report 2020
Aug 23, 2021
52139_rns_2021-08-24_492e9fb8-27c0-48e9-b050-a413323ed7c9.pdf
Annual Report
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- I. Name, Title and Contact Details of Company's Spokesperson and Deputy Spokesperson:
- (I) Name: Ching-Heng Chou, Jui-Li Chen
- (II) Title: Assistant Vice President, Manager
- (III) Telephone Number: (07)558-6368
- (IV) E-mail address: [email protected]
- II. Address and Telephone Numbers of Company's Headquarters, Branches and Factories:
- (I) Headquarters Address: 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.)
- (II) Headquarters Telephone Number: (07)558-6368
- (III) Branches: N/A
- (IV) Factories: N/A
- III. Name, Address, Website and Telephone Number of the Share Registrar:
- (I) Name: Stock Management Service Department, Taishin International Bank
- (II) Address: B1, No. 96, Sec. 1, Jianguo N. Rd., Zhongshan Dist., Taipei City 104496, Taiwan (R.O.C.)
- (III) Website: http://www.taishinbank.com.tw/
- (IV) Telephone Number: (02)2504-8125
- IV. Names, Accounting Firm, Address, Website and Telephone Number of Independent Auditors in the Most Recent Year:
- (I) Names: CPA, Hielleen Chang and CPA, Angela Chuang
- (II) CPA Firm: ShineWing Taiwan
- (III) Address: 21F.-1, No. 91, Zhongshan 2nd Rd., Qianzhen Dist., Kaohsiung City 806612, Taiwan (R.O.C.)
- (IV) Website: http://www.moorestephens.com.tw/
- (V) Telephone Number: (07)332-2003
- V. Overseas Securities Exchange Where the Company's Securities are Listed and Method of Inquiry:
- (I) Name of Overseas Securities Exchange: None.
- (II) Method of Inquiry: None.
- VI. Corporate Website: http://www.kingtown.com.tw/
2020 Annual Report Table of Contents
| I. 2020 Operation Result |
2 |
|---|---|
| II. Outline of 2021 Business Plan |
4 |
| III. Future Development Strategies |
4 |
| IV. Effect of external competition, the legal environment, and the overall business |
|
| environment | 5 |
| I. Organizational System |
10 |
| II. Information on the Company's Directors, Supervisors, |
President, Vice |
| Presidents, Assistant Vice Presidents, and the Supervisors of All Divisions and | |
| Branch Units | 13 |
| III. Remuneration Paid During the Most Recent Fiscal Year |
to Directors, |
| Supervisors, President, and Vice Presidents |
19 |
| IV. Implementation of Corporate Governance |
25 |
| V. Information on CPA Professional Fees |
49 |
| VI. Information on Replacement of CPAs . |
49 |
| VII. The Company's Chairman, President, or Any Managerial Officer in Charge of |
|
| Finance or Accounting Matters Holding a Position at the Company's CPA Firm | |
| or at an Affiliated Enterprise of Such Firm during the Most Recent Fiscal Year | |
| 49 | |
| VIII.Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests | |
| During the Most Recent Fiscal Year and up to the Date of Publication of the | |
| Annual Report by a Director, Supervisor, Managerial Officer, or Shareholder | |
| with a Stake of More than 10 Percent | 50 |
| IX. Relationship Among the Company's Ten Shareholders Where One Is a Related |
|
| Party, a Spouse or a Relative within the Second Degree of Kinship of Another | |
| 52 | |
| X. Total Number of Shares and Total Equity Stake Held in any Single Enterprise |
|
| by the Company, Its Directors and Supervisors, Managerial Officers, and Any | |
| Companies Controlled Either Directly or Indirectly by the Company | 54 |
| I. Sources of Capital |
55 |
| II. Shareholder Structure |
57 |
| III. Shareholding Distribution Status |
57 |
| IV. | List of Major Shareholders 58 |
|---|---|
| V. | Share Prices for the Past Two Fiscal Years, with Company Net Worth Per Share, |
| Earnings Per Share, Dividends Per Share, and Related Information 59 |
|
| VI. | Company's Dividend Policy and Implementation Thereof 60 |
| VII. | Effect upon Business Performance and Earnings Per Share of any Stock |
| Dividend Distribution Proposed or Adopted at the Most Recent Shareholders' | |
| Meeting 61 |
|
| VIII.Compensation of Employees, Directors, and Supervisors 63 |
|
| IX. | Share Repurchases 65 |
| X. | Corporate Bonds 66 |
| XI. | Preferred Shares 66 |
| XII. | Global Depository Shares 66 |
| XIII.Employee Stock Options and New Restricted Employee Shares 66 |
|
| XIV.Issuance of New Shares in Connection with Mergers or Acquisitions or with | |
| Transfer of Shares of Other Companies (Including Mergers, Acquisitions and | |
| Spin-off) 66 |
|
| XV. | Implementation of the Company's Capital Allocation Plans 66 |
| I. | Business Activities 67 |
| II. | Analysis of the Market as well as Production and Sales Situation 69 |
| III. | Employees 76 |
| IV. | Environmental Protection Expenditure 77 |
| V. | Labor Relations 78 |
| VI. | Important Contracts 79 |
| I. | Condensed Balance Sheets and Statements of Comprehensive Income for the |
| Past Five Fiscal Years 81 |
|
| II. | Financial Analyses for the Past Five Fiscal Years 87 |
| III. | Supervisor or Audit Committee's Review Report for the Most Recent Fiscal |
| Year's Financial Statement 91 |
|
| IV. | Financial Statements for the Most Recent Fiscal Year 92 |
| V. | Audited Parent Company Only Financial Statements for the Years Ended |
| December 31, 2020 and 2019 190 |
|
| VI. | Financial Difficulties Experienced by the Company and Its Affiliates and Their |
| Impact on the Company's Financial Position 305 |
|
| I. | Financial Position 306 |
| Financial Performance 307 |
|---|
| Cash Flows 308 |
| Effect Upon Finance and Business of Any Major Capital Expenditures During |
| the Most Recent Fiscal Year 308 |
| Company Reinvestment Policy for the Most Recent Fiscal Year, Main Reasons |
| for Profits/Losses Generated Thereby, Plan for Improving Re-investment |
| Profitability, and Investment Plans for Coming Year 308 |
| Risk Analysis and Assessment 308 |
| Other Important Matters 309 |
| Information on the Company's Affiliates 310 |
| Private Placement of Securities During the Most Recent Fiscal Year and up to |
| the Date of Publication of the Annual Report 320 |
| Holding or Disposal of Shares in the Company by the Company's Subsidiaries |
| During the Most Recent Fiscal Year and up to the Date of Publication of the |
| Annual Report. 320 |
| Other Supplementary Information . 320 |
| Any Events in the Most Recent Year and as of the Date of this Annual Report |
| that had Significant Impacts on Shareholders' Right or Security Prices as Stated |
| in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act |
320 |
| VII. |
Letter to Shareholders
Dear Shareholders,
The outbreak of COVID-19 in early 2020 was confirmed in Taiwan only after the Chinese New Year. There are currently 1,062 confirmed cases in Taiwan, with a cumulative total of 11 deaths. Taiwan's epidemic prevention measures are working well, allowing the country to survive this wave of disasters without major disruptions to economic activities. Despite this, the real estate market has been affected to varying degrees, and Kaohsiung has generally not been affected much, with a certain number of transactions in the first purchase market, but with the total price pulling up, the number of transactions is relatively lower, which is not much changed from before the outbreak.
From the land sale in 2020 the COVID-19 epidemic has little impact on the real estate market. In particular, the sixth bid of the "Residence 3" base located in the living area of Kaohsiung University, with an area of about 1,219.73 pings and a base price of NT\$2.049 billion per ping, was finally awarded at NT\$295,100 per ping for a total price of NT\$359 million, with a premium of 43.96%. The high premium rate of land for sale indicates that confidence in the future market is still high.
In March 2021, the Kaohsiung Municipal Government held nine land tenders with a total area of 3,915 pings and a reserve price of NT\$1,252,850,000, of which the Taipei developer acquired 1,861 pings of land for Kaohsiung University for \$880,000,000, a premium of 53.11%. The 1,115 ping of land in the 87th rezoning area of Okayama was purchased by the developer for a total of NT\$658,988,000 with a premium rate of 47%, both new highs in the area. In early 2021, under the atmosphere of government intervention, the land tender market was still very strong.
The number of land and housing transfers in Kaohsiung City grew by 26.79% and 20.11% respectively in the first quarter, which is quite surprising in the context of the government intervention. With the increasing difficulty in controlling the cost of construction, a number of pre-sale cases called for the closure of the housing market, waiting for the completion of homes for sale, which can be seen that the real estate market is still hot, but also because of the cost factor, the number of pre-sale cases become less.
Although House and Land Transactions 2.0 is confirmed to be launched on July 1, the Company will continue to launch products that cater to the market. Recently, Ren De has acquired a lot of land in Tainan because it is optimistic about the development of Tainan. The 16,000-plus pings of industrial land acquired by Ren De is in view of the demand for factory offices for technology factories in Tainan and will be developed into a smart technology park. There are many successful cases in North Central Taiwan, but few such cases have been launched in South Taiwan, so the development progress of this park has attracted the attention of the market.
The Company's project status for this year is that there is no project completion in 2021 and the Company will rely on sales of remaining homes as the main source of revenue.
(Source of the above data: Directorate General of Budget, Accounting and Statistics of the Executive Yuan, Construction and Planning Agency of Minister of the Interior, Land Adminstration Bureau of Kaohsiung City Government)
2020 Business Report and Summary of 2021 Business Plan are as follows:
I. 2020 Operation Result:
(I) Implementation Results of 2020 Business Plan:
The net operating income for 2020 was NT\$8,667,849 thousand, an increase of NT\$2,677,650 thousand from the net operating income of NT\$5,990,199 thousand for 2019, and the net income before tax was NT\$1,932,924 thousand, with a net income before tax rate of 22.31%.
(II) Implementation of forecast:
The Company did not publicly disclose any financial forecasts for 2021 and therefore this analysis is not reported.
| Unit: NT\$ thousand | |||||
|---|---|---|---|---|---|
| Item | 2020 | 2019 | Rate of change (%) | ||
| Sales revenue | 8,667,849 5,990,199 | 44.70% | |||
| Gross profit | 2,983,725 2,591,376 | 15.14% | |||
| Operating profit | 2,174,701 1,944,932 | 11.81% | |||
| Financial receipts | Finance costs | 245,689 | 203,514 | 20.72% | |
| and expenditures | Profit or loss before tax | 1,932,924 1,803,234 | 7.19% | ||
| Profit or loss after tax | 1,684,892 1,656,570 | 1.71% | |||
| Total comprehensive income | 1,684,676 1,655,840 | 1.74% | |||
| Return on assets (ROA) (%) | 5.50 | 5.26 | 4.56% | ||
| Profitability | Return on equity (ROE) (%) | 12.00 | 13.16 | -8.81% | |
| Operating profit | 58.59 | 50.54 | 15.93% |
(III) Financial Position and Profitability Analysis:
| As a % of paid-in capital |
Income before tax | 52.07 | 46.86 | 11.12% |
|---|---|---|---|---|
| Net profit margin (%) | 19.45 | 27.65 | -29.66% | |
| Earnings per share (NT\$) | 4.48 4.31 |
3.94% |
- Financial receipts and expenditures
The substantial increase in operating income in 2020 resulted in a significant decrease in the amount of inventories, net cash inflow from operating activities of NT\$5,126,007 thousand, net cash outflow from investing activities of NT\$33,134 thousand, net cash outflow from financing activities of NT\$4,862,626 thousand, and the total gearing ratio decreased from 62.78% in 2019 to 54.71% in 2020. The interest expense for the year of 2020 was NT\$245,689 thousand, representing an increase of NT\$42,175 thousand (20.72%) from NT\$203,514 thousand for the year of 2019, primarily due to the decrease in the proportion of interest as a result of the gradual completion of construction in progress.
- Profitability analysis
The operating profit for the year 2020 was NT\$2,174,701 thousand and the operating profit-to-paid-in capital ratio was 58.59%, representing an increase of NT\$229,769 thousand as compared to NT\$1,944,932 thousand for the 2019; Net profit after tax was NT\$1,684,892 thousand and net profit margin was 19.45%, representing an increase of NT\$28,322 thousand as compared to NT\$1,656,570 thousand in 2019; Return on assets was 0.24% higher than that of 2019, while return on equity was 1.16% lower than that of 2019.
(IV) Research and Development:
In respect of land development, the Group will develop professionally and aggressively, select areas with potential for development, conduct data collection and land acquisition, etc., and the Company's professional land developer will cooperate with architects and agents to respond to and study relevant laws and regulations at all times, so as to cope with changes in the market. Currently, the land development regions are concentrated in Kaohsiung City and Tainan City.
In terms of construction technology and residential quality, efforts will be made to improve the quality of site management and the construction of high value-added residential products, with a view to shortening the construction period, improving gross profit and creating a better reputation; The software segment will strengthen cooperation with building management companies to improve the quality of building residence.
- II. Outline of 2021 Business Plan:
- (I) Operating Guidelines:
-
- The main business policy is to maintain a stable project size and carefully select land for sales.
-
- Improving the gross profit of individual cases and enhancing overall competitiveness has always been an important direction of the Company.
-
- To identify the real estate market suitable for the Company to enter.
-
- Based on the Company's mission to a city, houses built should be integrated with the city to show the spirit of the city.
-
- (II) Sales Volume Forecast and Basis:
The Company has not published a financial forecast for the 110th year and there are no new cases completed in the 110th year.
- (III) Key Production and Distribution Policy:
-
- Integrate market information to identify areas with potential and strong resistance to decline, and proactively carry out land development work, and grasp the advantages of buyers in the land transaction market to create maximum cost efficiency of land and added value of products to cope with the impact of the market downturn.
-
- Develop quality residential properties, enhance the added value and competitiveness of the Company's products, respond to current consumption trends and mitigate the extent of the depreciation of the house price.
-
- Strengthen post-sales maintenance services and building management for projects, establish closer interaction with residents and enhance the added value of building management.
- III. Future Development Strategies:
- (I) We will closely observe the impact of the COVID-19 epidemic on the political and economic environment of Taiwan and whether it will further affect the development of the real estate market.
-
(II) The Company focuses on developing land near the Tainan area, the North Kaohsiung Ciaotou Science Park, Nanzhi and Kaohsiung University areas, and the multi-functional economic and trade park to drive sales and increase profits through public construction and landscaping.
-
(III) Focusing on the demand of Tainan factory offices, the Company will develop the Tainan Smart Technology Park.
- (IV) Invested in the leisure hotel and tourism industry, and has now established a subsidiary, H2O Hotel Co., Ltd.
- IV. Effect of external competition, the legal environment, and the overall business environment:
- (I) Impacts from External Competition
The Company's main project area is the Greater Kaohsiung area, and most of the external competitors are small and medium-sized builders, and the Company has the advantage of leading the market price and product direction in the main project area, so the external competitive environment has little impact on the Company.
(II) Impact of Regulatory Environment
Recently, the government has been taking frequent actions to intervene the housing market, and House and Land Transactions version 2.0 will be launched in July 2021, which is expected to have a certain degree of impact on the real estate market for investment purchases.
(III) Impact of overall operation environment
According to the statistic of Directorate General of Budget, Accounting and Statistics, the domestic economy will grow at a rate of 3.11% in 2020, a slight increase from 2.96% in 2019. Despite the global spread of the COVID-19 epidemic in 2020, Taiwan's performance is still remarkable. Therefore, it is not difficult to understand the strong performance of Taiwan's housing market in 2020.
The Company does not have any completion sales project in 2021.
Although there is no new completion project in 2021, the Company's revenue from January to March is NT\$1,464,233 thousand, which is only 15.12% lower than the same period last year. It seems that the COVID-19 epidemic has not had much impact on the real estate market so far in 2020. The Company will focus on remaining home sales with 12 online sales in 2021, which will be the main source of revenue in 2021. It is expected that in 2021, against the backdrop of the government's continued crackdown on the housing market, it should be difficult for the real estate market to escape the impact of government policies in the short term, but the Company will still strengthen its online sales to maintain the level of operating revenue. The estimated economic growth rate for this year can reach 4.64%, plus the current market capital is still loose and interest rates are still low, which is still favorable for the real estate market this year. When the vaccination reaches the level of mass immunization, it is expected that normal economic activities will resume at the end of the year and the country will be reopened, which will have a huge positive impact on the real estate market.
We hope the above report will be supported by our shareholders.
We wish you all good fortune and health.
Chairman: Tsai, Tien-Tsan Manager: Chen, Tien-Chin Accounting Officer: Liang, Su-Ying
Company Profile
- I. Company Profile
- (I) Date of Incorporation: September 13, 1985
- (II) Company History:
| Year | Month | Major Events |
|---|---|---|
| 1985 | 9 | The Company was originally established at No. 23, Ln. 80, Linquan St., Lingya Dist., Kaohsiung City 802042, Taiwan (R.O.C.) with a capital of NT\$1,000,000. The main business was to commission contractors for the construction of public housing and commercial buildings. |
| 1985 | 10 | Raised capital to NT\$30,000,000 through a cash capital increase of NT\$29,000,000 to improve financial status and expand business. |
| 1986 | 5 | Moved to 11F., No. 153, Guangzhou 1st St., Lingya Dist., Kaohsiung City 802578, Taiwan (R.O.C.) due to business needs. |
| 1987 | 8 | Moved to 5F., No. 291, Qixian 1st Rd., Xinxing Dist., Kaohsiung City 800009, Taiwan (R.O.C.) due to business needs. |
| 1988 | 6 | Moved to 13F.-2, No. 182, Zhongzheng 2nd Rd., Xinxing Dist., Kaohsiung City 800206, Taiwan (R.O.C.) due to business needs. |
| 1990 | 4 | Raised capital to NT\$80,000,000 through a cash capital increase of NT\$50,000,000. |
| 1990 | 5 | Raised capital to NT\$198,000,000 through a cash capital increase of NT\$118,000,000. |
| 1990 | 5 | Moved to 10F., No. 391, Bo'ai 1st Rd., Sanmin Dist., Kaohsiung City 807353, Taiwan (R.O.C.) due to business needs. |
| 1991 | 3 | Renamed as Wei-Cheng Construction Co., Ltd. |
| 1991 | 4 | Raised capital to NT\$400,000,000 through capitalization of earnings of NT\$30,000,000 and a cash capital increase of NT\$172,000,000. |
| 1991 | 12 | Raised capital to NT\$450,160,000 through capitalization of earnings of NT\$50,160,000. |
| 1992 | 5 | Submitted the listing application to the Taiwan Stock Exchange (TWSE). |
| 1992 | 8 | Raised capital to NT\$515,433,200 through capitalization of earnings of NT\$65,273,200. |
| 1993 | 4 | The listing application was approved by TWSE's Listing Review Committee. |
| 1993 | 6 | Raised capital to NT\$658,195,370 through capitalization of earnings of NT\$142,762,170. |
| 1994 | 6 | The listing application was approved by the Securities and Exchange Commission, Ministry of Finance (MOF). |
| 1994 | 7 | Raised capital to NT\$814,832,680 through capitalization of earnings of NT\$156,637,310. |
| Year | Month | Major Events |
|---|---|---|
| 1995 | 5 | Raised capital to NT\$999,832,680 through a cash capital increase of NT\$185,000,000. |
| 1995 | 7 | Raised capital to NT\$1,351,477,740 through capitalization of earnings of NT\$351,645,060. |
| 1996 | 10 | Issued the first secured corporate bond of NT\$400,000,000. |
| 1999 | 5 | |
| 1999 | 6 | Moved to 16F.-2, No. 120, Zhongzheng 1st Rd., Lingya Dist., Kaohsiung City 802312, Taiwan (R.O.C.) due to business needs. |
| 1999 | 10 | Raised capital to NT\$1,486,625,510 through capitalization of capital surplus of NT\$135,147,770. |
| 2000 | 06 | Renamed as King's Town Construction Co., Ltd. |
| 2005 | 08 | Raised capital to NT\$2,237,601,260 through capitalization of earnings and employee bonus of NT\$750,975,750. |
| 2006 | 10 | Raised capital to NT\$2,689,735,130 through capitalization of earnings and employee bonus of NT\$452,133,870. |
| 2007 | 07 | Raised capital to NT\$2,961,481,580 through capitalization of earnings and employee bonus of NT\$271,746,450. |
| 2008 | 02 | Reduced capital to NT\$2,911,631,580 after canceling the second buyback of treasury shares for capital reduction of NT\$49,850,000. |
| 2008 | 07 | As the former President, Mr. Liang-Tian Zhou, applied for retirement, Mr. Zhao-Sen Liu was appointed the President effective July 1, 2008. |
| 2008 | 08 | Raised capital to NT\$3,208,496,330 through capitalization of earnings and employee bonus of NT\$296,864,750. |
| 2008 | 12 | Reduced capital to NT\$3,108,496,330 after canceling the third buyback of treasury shares for capital reduction of NT\$100,000,000. |
| 2009 | 10 | Reduced capital to NT\$3,058,496,330 after canceling the first buyback of treasury shares for capital reduction of NT\$50,000,000. |
| 2010 | 09 | Raised capital to NT\$3,306,577,290 through capitalization of earnings and employee bonus of NT\$248,080,096. |
| 2011 | 10 | Raised capital to NT\$3,577,272,620 through capitalization of earnings and employee bonus of NT\$270,695,330. |
| 2012 | 09 | Raised capital to NT\$3,759,261,550 through capitalization of earnings and employee bonus of NT\$181,988,930. |
| 2015 | 04 | Established the subsidiary, H2O Hotel Co., Ltd., with a capital of NT\$12,000,000. |
| 2015 | 09 | Raised capital to NT\$3,838,202,290 through capitalization of earnings and employee bonus of NT\$78,940,740. |
| 2016 | 09 | The subsidiary, H2O Hotel Co., Ltd., raised capital to NT\$20,000,000 through a cash capital increase of NT\$8,000,000. |
| 2017 | 07 | Moved to 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.) due to business needs. |
| 2018 | 01 | The subsidiary, H2O Hotel Co., Ltd., raised capital to NT\$100,000,000 through a cash capital increase of NT\$80,000,000. |
| Year | Month | Major Events |
|---|---|---|
| The subsidiary, H2O Hotel Co., Ltd., raised capital to |
||
| 2019 | 01 | NT\$180,000,000 through a cash capital increase of NT\$80,000,000. |
| The subsidiary, H2O Hotel Co., Ltd., raised capital to |
||
| 2020 | 01 | NT\$250,000,000 through a cash capital increase of NT\$70,000,000. |
| Reduced capital to NT\$3,748,463,720 after canceling the fourth | ||
| 2020 | 07 | buyback of treasury shares for capital reduction of NT\$100,000,000. |
| Reduced capital to NT\$370,657,372 after canceling the fifth | ||
| 2020 | 10 | buyback of treasury shares for capital reduction of NT\$41,890,000. |
| Raised capital to NT\$3,711,930,980 through capitalization of |
||
| 2020 | 10 | employee compensation of NT\$5,357,260. |
| The subsidiary, H2O Hotel Co., Ltd., raised capital to |
||
| 2020 | 12 | NT\$320,000,000 through a cash capital increase of NT\$70,000,000. |

| Department | Job Description | ||||||
|---|---|---|---|---|---|---|---|
| President Office Business analysis, market research and product planning. | |||||||
| Audit Office | Planning and execution of internal audits, execution of non-routine audits, and supervision and tracking of self-assessments on the internal control system. |
||||||
| IT Office | Daily operation of computers, elimination of computer issues, and the planning and maintenance of information system for each business. |
||||||
| Shareholder Services Office Investor Relations (IR) |
and general investors. | General shareholders' affairs, organizations of the Board meeting and shareholders' meeting, management of daily operations of TWSE-listed company, affairs associated with capital increase, shareholders' inquiries or shareholders' affairs stipulated by the government agencies. Press releases and media relationships. Affairs associated with investor relations, including the responses to and the handling of investment inquiries from juridical persons |
|||||
| Procurement Section |
Contracting and procurement relating to construction works and materials. |
||||||
| Construction | After-sales services after the handover of property, maintenance Maintenance of unsold properties, and delivery of customers' opinions and Section feedbacks from after-sale services collected and classified for the future improvements of the Construction Management Sector. |
||||||
| Department | Construction Management Sector |
Monitoring of construction quality and progress, and close collaboration with the Procurement Section and the Design & Pricing Section. |
|||||
| Design & Pricing Section |
Confirmation of construction drawings and materials, and preparation of construction budgets and financial statements. |
||||||
| Sales | Marketing Sector |
Research and analysis of products in the market, formulation and implementation of marketing plans, filing and management of customer information, and management and sales of unsold properties. |
|||||
| Department | Sales Section |
Completion of contracting procedures with customers, handling of bank loans on behalf of customers, affairs associated with handover of properties, handling and delivery of customer inquiries, and processing of utility bills and taxes on unsold properties. |
|||||
| Finance | Review, maintenance and preparation of accounting-related Accounting documents, books and statements, and filing of input and output Section VAT and profit-seeking enterprise income tax. |
||||||
| Department | Cashier Section |
Petty cash payments; preparation of daily statements of bank deposits, cashflows, bonds and commercial papers; projections and balances of funds available; operations of cash receipts, check issuance and payment, allocation of funds. |
|||||
| The establishment, implementation, review and improvement of the systems; the planning and implementation of employee Human recruitment, appointment, dismissal, promotion, reward and Administration Resources punishment, leaves, performance appraisal, attendance, Department Section education and training; labor and health insurance and related insurances; employee salary payments; other personnel management matters. |
| General Affairs Section |
Receipt, sorting and keeping of newspapers and periodicals; management and maintenance of communication and photocopying systems, etc.; convention and recording of company meetings; procurement of general supplies; and management and maintenance of corporate assets as well as new buildings of the Company. |
|
|---|---|---|
| Handling of external affairs and legal issues. | ||
| Customer Service Section |
Customer service, customer complaint handling, and customer satisfaction survey. |
|
| Planning | Planning Section |
Coordination of marketing planning for properties, promotion and supervision of marketing activities of contracted advertising firms, implementation of sales/advertisement planning of unsold houses, and maintenance of corporate website. |
| Department | Advertising Section |
Coordination of sales/advertisement of properties, establishment of sales centers, contracting of model houses, utilization, contracting, use of advertising media, and the execution of SP activities. |
| Land Development Department |
Assessment of land development value, formulation of acquisition and construction plans, calculation and allocation of areas, and participation in asset management and allocation of land under urban land consolidation. Investigation and analysis of new real estate projects and existing markets. |
- II. Information on the Company's Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and the Supervisors of All Divisions and Branch Units
- (I) Directors and Supervisors:
◎Directors and Supervisors - (1)
| April 27, 2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shareholding When Elected |
Current Shareholding | Spouse & Minor Shareholding |
Major | Concurrently Position Other |
Kinship | Are Spouses or within the Second Degree of Executives, Directors or Supervisors who |
||||||||||
| Title | Nationality/Place of Registration |
Name (Gender) | Elected Date |
Term | Date First Elected |
Shares | Shareholding % |
Shares | Shareholding % |
Shares | Shareholding % |
Experience (Education) |
Company and Held at the Companies Other |
Title | Name | Relationship |
| Directors — |
R.O.C. | Investment Co., Tian Lai Ltd. |
June 24, 2020 |
3 years | June 19, 2008 |
33,566,502 | 8.93% | 49,652,072 | 13.38% | - | - | - | - | - | - | - |
| Representative, Corporate Chairman 1 3 — |
R.O.C. | Representative of Tien-Tsan Tsai (Corporate Tian Lai) (Male) |
- | - | - | - | - | 85,577,838 | 23.05% | 20,209,951 | 5.44% | Senior high school |
of Jing Cheng Representativ Construction e, Chairman Corporate Co., Ltd. |
Representative of Corporate Assistant of Chairman Director Special |
Yao-Hung Mei-Yun Hsueh Tsai Tsai |
First-degree relative Spouse |
| Representative, Corporate Director |
R.O.C. | Representative of Hsueh (Female) Mei-Yun Tsai (Corporate Tian Lai) |
- | - | - | - | - | 20,209,951 | 5.44% | 85,577,838 | 23.05% | Senior high school |
None | Representative of Corporate Assistant of Chairman Director Special |
Yao-Hung Tien-Tsan Tsai Tsai |
First-degree relative Spouse |
| Representative, Corporate Director |
R.O.C. | Representative of Tien-Chin Chen (Corporate Tian Lai) (Male) |
- | - | - | - | - | 96,740 | 0.03% | 0 | 0.00% | Master's degree |
None | - | - | - |
| Representative, Corporate Director |
R.O.C. | Representative of Shih-Hsiung Li (Corporate Tian Lai) (Male) |
- | - | - | - | - | 65,743 | 0.02% | 11,241 | 0.00% | Bachelor's degree |
Construction Chieh Chih Director of Co., Ltd. |
- | - | - |
| - | - |
|---|---|
| - | - |
| - | - |
| Construction Chairman of Hung Bau Co., Ltd. |
- |
| Senior high school |
Bachelor's degree |
| 0.00% | 0.00% |
| 0 | 0 |
| 0.37% | 0.00% |
| 1,386,582 | 0 |
| 0.36% | 0.00% |
| 1,386,582 | 0 |
| June 28, 2017 |
June 22, 2018 |
| 3 years | 3 years |
| June 24, 2020 |
June 24, 2020 |
| Ming-Te Chang (Male) |
Yao-Kuo Wu (Male) |
| R.O.C. | R.O.C. |
| Independent Director |
Independent Director |
Note 1: The aforementioned Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, and the Supervisors of all divisions and branch units did not have shareholdings by nominees.
Note 2: The Company did not have the following situation: Chairman and President or persons with equivalent positions (the top managerial officer) were the same person or were in a spousal relationship or within first degree of kinship.
| Table 1: Major shareholders of corporate shareholders | May 1, 2021 |
|---|---|
| Name of Corporate Shareholder | Major shareholders of corporate shareholders (shareholding over 10%) |
| Tian Lai Investment Co., Ltd. | Chen-Jung Li (33.00%), I-Ying Chen (32.35%), Opus One Capital Ltd. (30.93%) |
| May 1, 2021 Table 2: Major shareholders of the "Major shareholders of corporate shareholders" in Table 1 |
|
| Name of Corporate Shareholder | Major shareholders of corporate shareholders (shareholding over 10%) |
| Opus One Capital Ltd | Execorp Limited (100.00%) |
| May 1, 2021 | Concurrently Other Public Serves as an Independent Companies Number of Individual where the Director |
0 | 0 | 0 | 0 | 0 | 0 | |
|---|---|---|---|---|---|---|---|---|
| 12 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| 11 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| 10 | ✓ | ✓ | ✓ | ✓ | ||||
| 9 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| 8 | ✓ | ✓ | ✓ | ✓ | ||||
| Independence Status (Note 1) | 7 | ✓ | ✓ | ✓ | ✓ | |||
| 6 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| 5 | ✓ | ✓ | ✓ | ✓ | ||||
| 4 | ✓ | ✓ | ||||||
| 3 | ✓ | ✓ | ✓ | ✓ | ||||
| 2 | ✓ | ✓ | ✓ | |||||
| 1 | ✓ | ✓ | ✓ | |||||
| or Accounting, Law, Finance, Having Work Experience in Necessary for or Otherwise the Areas of Commerce, the Business |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||
| qualification requirements, together with at least Meets one of the following professional five years of work experience |
A Judge, Public Certified Public Professional or Accountant, or Certificate in a Specialist who and Has Been Necessary for Has Passed a Examination Prosecutor, the Business Awarded a Profession Technical Attorney, National Other |
- | - | - | - | - | - | |
| Other Academic in a Department An Instructor or Higher Position Business Needs Accounting, or of Commerce, Law, Finance, Related to the Junior in a Public or Department College or University College, Private |
- | - | - | - | - | - | ||
| Qualification | Name | Tien-Tsan Tsai |
Mei-Yun Tsai Hsueh |
Tien-Chin Chen |
Shih-Hsiung Li |
Ming-Te Chang |
Yao-Kuo Wu |
Note: The codes under Independence Status in the table above represent the follows:
(1) Not an employee of the Company or any of its affiliates.
(2) Not a Director or Supervisor of the Company or any of its affiliates. (Not applicable in cases where the person is an Independent Director appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or the laws of the country where the business is located by, and concurrently serve as such at, the Company, its parent company,
◎Directors and Supervisors - (2)
| subsidiary, or subsidiaries that belong to the same parent company.) | |
|---|---|
| (3) | Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or nominee arrangement, |
| in an aggregate amount of 1% or more of the Company's total number of issued shares or ranks among the Company's top ten shareholders. | |
| (4) | Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of managerial officers in (1) or |
| of any of the persons in (2) and (3). | |
| (5) | Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's total number of issued |
| shares, ranks among the Company's top five shareholders, or appoints representatives to be the Company's directors or supervisors pursuant | |
| to Paragraph 1 or 2, Article 27 of the Company Act. (Not applicable in cases where the person is an Independent Director appointed in | |
| the laws accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or |
|
| of the country where the business is located by, and concurrently serve as such at, the Company, its parent company, subsidiary, or subsidiaries | |
| that belong to the same parent company.) | |
| (6) | Not a director, supervisor, or employee of a company whose majority of directorships or voting rights are controlled by a shareholder who |
| also controls the majority of directorships or voting rights of the Company. (Not applicable in cases where the person is an Independent | |
| Director appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public | |
| Companies or the laws of the country where the business is located by, and concurrently serve as such at, the Company, its parent company, | |
| subsidiary, or subsidiaries that belong to the same parent company.) | |
| (7) | Not a director, supervisor or employee of a company or institution whose chairman, president, or an officer of equivalent position is the same |
| person as, or a spouse to, one of the persons holding the same positions in the Company. (Not applicable in cases where the person is an | |
| Independent Director appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance | |
| Matters for Public Companies or the laws of the country where the business is located by, and concurrently serve as such at, the Company, its | |
| parent company, subsidiary, or subsidiaries that belong to the same parent company.) | |
| (8) | Not a director, supervisor, managerial officer, or shareholder with a shareholding of 5% or more of a specific company or institution that has |
| a financial or business relationship with the Company. (Not applicable in cases where the specific company or institution owns 20% (inclusive) | |
| to 50% (exclusive) of the Company's total number of issued shares, and the person is an Independent Director appointed in accordance with | |
| country the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or the laws of the |
|
| where the business is located by, and concurrently serve as such at, the Company, its parent company, subsidiary, or subsidiaries that belong | |
| to the same parent company) | |
| (9) | Not a professional individual who, nor an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, |
| company, or institution that provides auditing services to the Company or its affiliates, or provides commerce, law, finance, accounting or | |
| spouse related services to the Company or its affiliates with a cumulative compensation under NT\$500,000 in the past two fiscal years, nor a |
|
| thereof. However, this requirement is not applicable where members of the Remuneration Committee, Public Tender Offer Review Committee, | |
| or Special Committee for Merger/Acquisition perform duties pursuant to laws and regulations in association with the Securities and Exchange | |
| Act or the Business Mergers and Acquisitions Act. | |
| Not a spouse or a relative within the second degree of kinship to any other Director of the Company. (10) |
|
- (11) Not being a person of any conditions defined in Article 30 of the Company Act.
- (12) Not a governmental, juridical person or its representative as defined in Article 27 of the Company Act.
(II) Information on the Company's President, Vice Presidents, Assistant Vice Presidents, and Supervisors of All Divisions and Branch Units:
| April 27, 2021 | Are Spouses or within the Managerial Officers Who Second Degree of Kinship |
Relationship | - | - | - | - | - | - | |
|---|---|---|---|---|---|---|---|---|---|
| Name | - | - | - | - | - | - | |||
| Title | - | - | - | - | - | - | |||
| Concurrently Position Other |
Held at Other Companies |
None | None | None | None | None | None | ||
| Experience Major |
(Education) | Master's degree |
degree (non completion) Bachelor's |
Master's degree |
High School Industrial |
Bachelor's degree |
Bachelor's degree |
||
| Spouse & Minor Shareholding |
Shareholding (%) |
0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||
| Shares | 0 | 0 | 0 | 0 | 0 | 0 | |||
| Shareholding | Shareholding (%) |
0.03% | 0.00% | 0.03% | 0.03% | 0.00% | 0.02% | ||
| Shares | 96,740 | 12,657 | 108,077 | 92,804 | 384 | 83,911 | |||
| Date Elected | 2011/07/11 | 2020/07/01 | 2012/02/05 | 2018/05/24 | 2019/05/10 | 2011/09/01 | |||
| Name | (Gender) | Chen (Male) Tien-Chin |
Chen (Male) Chin-Hsing |
Kung (Male) Jui-Lung |
Chia-Hung Huang (Male) |
Zhou (Male) Jing-Heng |
Su-Ying (Female) Lyang |
Note 1: The aforementioned managerial officers did not have shareholdings by nominees. | |
| Nationality | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. | R.O.C. | |||
| Title | President | President Vice |
Assistant President Vice |
Assistant President Vice |
Assistant President Vice |
Officer of Finance |
- (III) Chairman and President or persons with equivalent positions (the top managerial officer) were the same person or were in a spousal relationship or within first degree of kinship: None.
III. Remuneration Paid During the Most Recent Fiscal Year to Directors, Supervisors, President, and Vice Presidents:
(I) Remuneration Paid to Directors and Independent Directors
| Remuneration | from Invested Companies Other than |
or the Parent Subsidiaries |
Company | None | None | ||
|---|---|---|---|---|---|---|---|
| As of December 31, 2020 (In Thousands of New Taiwan Dollars) | Ratio of Total | (A+B+C+D+E+F+G) to Net Income (%) Remuneration |
Consolidated From All |
Entities | 0.46% | 0.04% | |
| The | Company | ||||||
| Consolidated From All Entities |
Stock | 513 0 |
- | ||||
| Relevant Remuneration Received by Directors who Are Also | Compensation (G) Employee (Note 1) |
Company The |
Cash Stock Cash | 513 0 |
- | ||
| 0 | - | ||||||
| Employees | Severance Pay and Pension (F) |
Consolidated From All |
Entities | ||||
| The | Company | - | |||||
| and Allowances Salary, Bonus, (E) |
Consolidated From All |
Entities | 2,112 | ||||
| The | Company | ||||||
| Ratio of Total | (A+B+C+D) to Net Income (%) Remuneration |
Consolidated From All |
Entities | 0.31% | 0.04% | ||
| The | Company | ||||||
| Allowances (D) | Consolidated From All |
Entities | 1,080 | 680 | |||
| The | Company | ||||||
| Compensation to Directors (C) |
Consolidated From All |
Entities | 0 | 0 | |||
| The | Company | ||||||
| Remuneration to Directors | and Pension (B) Severance Pay |
Consolidated From All |
Entities | 0 | 0 | ||
| The | Company | ||||||
| Compensation (A) Base |
Consolidated From All |
Entities | 4,103 | 0 | |||
| The | Company | ||||||
| Name | (*Discharged) | Tsai, Mei-Yun Shih-Hsiung Tsai-Hsueh, Investment Tien-Tsan Tien-Chin Chen, and Co., Ltd.: Tian Lai Li |
Yao-Kuo Wu (Discharged) I-Li Chuang Ming-Te Chang |
Note 1: Employee compensation from earnings was the amount from 2020 earnings distribution proposal approved by the Board prior to the shareholders' meeting. The amount | |||
| Title | Directors 9 1 — — |
Independent Independent Independent Director Director Director |
was calculated in accordance with the Company's rules on distribution of employee stock bonus.
Note 2: As the amount from the Company equaled the amount from All Consolidated Entities, only one number was presented for these two columns.
Note 3: Except for information disclosed above, remuneration paid for services rendered by Directors of the Company to all consolidated entities in the most recent year: None.
| As of December 31, 2020 (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|
| Name of Directors | ||||
| Total of (A+B+C+D) | Total of (A+B+C+D+E+F+G) | |||
| Ranges | The Company | From All Consolidated | The Company | From All Consolidated |
| Entities | Entities | |||
| Representative of Tian Lai Investment Co., Ltd.: | ||||
| Mei-Yun Tsai-Hsueh; Representative of Tian Lai | Representative of Tian Lai Investment Co., Ltd.: | |||
| Investment Co., Ltd.: Tien-Chin Chen; | Mei-Yun Tsai-Hsueh; Representatives of Tian Lai | |||
| Under NT\$1,000,000 | Representatives of Tian Lai Investment Co., Ltd.: | Investment Co., Ltd.: Shih-Hsiung Li, Ming-Te | ||
| Yao-Kuo Wu | Shih-Hsiung Li, Ming-Te Chang, I-Li Chuang, | Chang, I-Li Chuang, Yao-Kuo Wu | ||
| NT\$1,000,000 (inclusive) ~ | ||||
| NT\$1,999,999 | - | - | ||
| NT\$2,000,000 (inclusive)~ | Representative of Tian Lai Investment Co., Ltd.: | |||
| NT\$3,499,999 | - | Tien-Chin Chen | ||
| NT\$3,500,000 (inclusive)~ | Representative of Tian Lai Investment Co., Ltd.: | Representative of Tian Lai Investment Co., Ltd.: | ||
| NT\$4,999,999 | Tien-Tsan Tsai | Tien-Tsan Tsai | ||
| NT\$5,000,000 (inclusive)~ | ||||
| NT\$9,999,999 | - | - | ||
| NT\$10,000,000 (inclusive)~ | ||||
| NT\$14,999,999 | - | - | ||
| NT\$15,000,000 (inclusive)~ | ||||
| NT\$29,999,999 | - | - | ||
| NT\$30,000,000 (inclusive)~ | ||||
| NT\$49,999,999 | - | - | ||
| NT\$50,000,000 (inclusive)~ | ||||
| NT\$99,999,999 | - | - | ||
| NT\$100,000,000 and above | - | - | ||
| Total | 5,863 | 8,488 |
Note 1: As the amount from the Company equaled the amount from All Consolidated Entities, only one number was presented for these two columns.
(II) Remuneration to Supervisors: The Company has established an Audit Committee to replace Supervisors.
(III) Remunerations to the President and Vice Presidents
| As of December 31, 2020 (In Thousands of New Taiwan Dollars) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Salary (A) | Severance Pay and Pension (B) |
Bonus and Allowance (C) |
(D) | Employee Compensation (Note 1) |
Remuneration (A+B+C+D) to Net Income (%) Ratio of Total |
Remuneration from Invested |
||||||
| Title | Name | The | Consolidated From All |
The | Consolidated From All |
The | Consolidated From All |
Company The |
Consolidated From All Entities |
The | Consolidated From All |
Companies Other than Subsidiaries or the Parent |
| Company | Entities | Company | Entities | Company | Entities | Stock Cash |
Stock Cash |
Company | Entities | Company | ||
| President | Tien-Chin Chen |
|||||||||||
| President Vice |
(Discharged) Chin-Chung Chuang |
3,964 | 938 | 0 | 1,178 0 |
1,178 0 |
0.36% | None | ||||
| President Vice |
Chin-Hsing Chen |
|||||||||||
| employee stock bonus distribution where the closing price (NT\$34.5) on the day immediately preceding the Board meeting (i.e., March 23) was used. Note 1: Employee compensation was the amount of employee compensation approved by the Board. It was calculated pursuant to the Company's rules of |
Note 2: As the amount from the Company equaled the amount from All Consolidated Entities, only one number was presented for these two columns.
As of December 31, 2020 (In Thousands of New Taiwan Dollars) Range of Remuneration Paid to the President and Vice Presidents Name of President and Vice President The Company From All Consolidated Entities Under NT\$1,000,000 - NT\$1,000,000 (inclusive) ~ NT\$1,999,999 Chin-Hsing Chen NT\$2,000,000 (inclusive)~NT\$3,499,999 Tien-Chin Chen, Chin-Chung Chuang NT\$3,500,000 (inclusive)~NT\$4,999,999 NT\$5,000,000 (inclusive)~NT\$9,999,999 - NT\$10,000,000 (inclusive)~NT\$14,999,999 - NT\$15,000,000 (inclusive)~NT\$29,999,999 - NT\$30,000,000 (inclusive)~NT\$49,999,999 - NT\$50,000,000 (inclusive)~NT\$99,999,999 - NT\$100,000,000 and above -
Total 6,080
(IV) Name and distribution of employee compensation to managerial officers:
| Title | Name | Stock | Cash | Total | Ratio of Total Remunerations to Net Income (%) |
|
|---|---|---|---|---|---|---|
| President | Tien-Chin Chen |
|||||
| M an ag |
Vice President |
Chin Chung Chuang (Retired) |
||||
| er ia l O ffi ce rs |
Vice President |
Chin-Hsing Chen |
||||
| Assistant Vice President |
Jui-Lung Kung |
2,555 | 0 | 2,555 | 0.15% | |
| Assistant Vice President |
Chia-Hung Huang |
|||||
| Assistant Vice President |
Jing-Heng Zhou |
|||||
| Officer of Accounting |
(In Thousands of New Taiwan Dollars) As of May 1, 2021
Note 1: Employee compensation was the amount of employee compensation approved by the Board. It was calculated pursuant to the Company's rules of employee stock bonus distribution where the closing price (NT\$34.5) on the day immediately preceding the Board meeting (i.e., March 23) was used.
- (V) Analysis of remuneration paid to Directors, Supervisors, President and Vice Presidents by the Company and all consolidated entities in the past two fiscal years as a percentage of net income in the parent company only or individual financial statements:
-
- Except for travel and special allowances, the Company did not pay remuneration to Directors and Supervisors during the past two years.
-
- Remunerations paid to Directors, Supervisors, President, and Vice President accounted for 0.36% and 0.48% of the consolidated and parent company only net income for 2020 and 2019, respectively. There was no significant change in the percentages.
- (VI) Remuneration policy, standards and composition, procedures and the correlation with operation performance and future risks:
-
- The remunerations paid by the Company to the Directors, Supervisors, President, and Vice President are determined based on the industry level. At present, remunerations are not paid to Directors and Supervisors. They are only entitled to monthly travel allowance of NT\$10,000 and
special allowance of NT\$20,000 each.
- Pursuant to Paragraph 2, Article 16 of the Articles of Incorporation, the Board is authorized to determine the remuneration to Directors and Supervisors based on the industry average. The amount of travel allowances to Directors and Supervisor are determined by the Board. Compensations to Directors and Supervisors for their performance of duties shall be paid regardless of whether the Company has made profits. Thus, except for compensations for performance of duties, remunerations are not paid to Directors and Supervisors when the Company made losses for the year.
IV. Implementation of Corporate Governance
(I) Board of Directors' Meeting status:
Board of Directors' Meeting Status
A total of 11 Board meetings (the 12th-term and the 13th-term) were convened in 2020. The attendance status of the Directors and Supervisors was as follows:
| Title | Name | Attendance in Person |
Attendance by Proxy |
Attendance Rate (%) |
Remarks |
|---|---|---|---|---|---|
| Chairman | Tian Lai Investment Co., Ltd. Representative: Tien-Tsan Tsai |
11 | 0 | 100.00% | 11 meetings to attend |
| Directors | Tian Lai Investment Co., Ltd. Representative: Mei-Yun Tsai Hsueh |
7 | 0 | 63.64% | 11 meetings to attend |
| Directors | Tian Lai Investment Co., Ltd. Representative: Tien-Chin Chen |
10 | 1 | 100.00% | 11 meetings to attend |
| Directors | Tian Lai Investment Co., Ltd. Representative: Shih-Hsiung Li |
11 | 0 | 100.00% | 11 meetings to attend |
| Independent Director |
Ming-Te Chang | 11 | 0 | 100.00% | 11 meetings to attend |
| Independent Director |
I-Li Chuang | 6 | 0 | 100.00% | 6 meetings to attend |
| Independent Director |
Yao-Kuo Wu | 10 | 0 | 90.91% | 11 meetings to attend |
Other matters:
- I. With regard to the operation of the Board, if any of the following circumstances occur, the dates, terms of the meetings, contents of motions, all Independent Directors' opinions and the Company's handling of such opinions shall be specified:
- (1) Matters specified in Article 14-3 of the Securities and Exchange Act: None.
- (2) Except for items specified above, other resolutions on which an Independent Director expresses objection or reservation, either by a recorded statement or in writing. None.
- II. For situations where Directors recuse themselves from any motion due to conflict of interest, the Directors' names, contents of motions, causes for the recusal, and participation in voting shall be specified.
None.
III. TWSE-listed and TPEx-listed companies shall disclose the frequency, period, scope, method, and details of the self (or peer) performance assessment of the Board, and fill out Table II Performance Assessment of the Board. The Company commenced assessments in 2020 and disclosed the assessment results in the 2020 annual report. IV. Objectives of strengthening the functionality of the Board of Directors (e.g., to establish an Audit Committee, to enhance information transparency, etc.) in the current year and the most recent year and evaluation of the execution thereof. The Company has created the position of Independent Director to improve the functions of the Board.
In addition, Independent Directors are appointed to form the Audit Committee, which takes over the functions of Supervisors. The Company operates under the organization and system of the Audit Committee.
Performance Assessment of the Board:
| December 31, 2020 | ||||
|---|---|---|---|---|
| Frequency | Period | Scope | Method | Details |
| Annually | Assessed the Board performance for the period between January 1, 2020 to December 31, 2020. |
Entire Board Individual Board members Functional committees |
Self assessment by the Board |
(1) Performance assessment on the Board: it shall at least include the level of participation in corporate operations, quality of Board decisions, composition and structure of the Board, election and continuing education of Directors, and internal control. (2) Performance assessment on individual Board members: it shall at least include command over corporate goals and mission, understanding of Directors' duties, level of participation in corporate operations, internal relationship management and communication, specialty and continuing education of Directors, and internal control. (3) Performance assessment on functional committees: level of participation in corporate operations, understanding of functional committees' duties, quality of functional committees' decisions, composition of the functional committees and election of members, and internal control. |
| Rating on overall operation: Excellent |
||||
| Individual Board members Functional committees |
Self assessment by the Directors |
(1) Performance assessment on individual Board members: it shall at least include command over corporate goals and mission, understanding of Directors' duties, level of participation in corporate operations, internal relationship |
| management and communication, specialty and continuing education of Directors, and internal control. (2) Performance assessment on functional committees: level of participation in corporate operations, understanding of functional committees' duties, quality of functional committees' decisions, composition of the functional committees and election |
||
|---|---|---|
| of members, and internal control. Rating on overall operation: Excellent |
(II) Operation of the Audit Committee or the Supervisor's participation in the Board operation:
A total of six (A) meetings were convened in 2020. The attendance status of Independent Directors was as follows:
| Title | Name | Attendance in Person (B) |
Attendance by Proxy |
Attendance Rate (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|
| Independent Director a |
Ming-Te Chang |
6 | 0 | 100.00% | |
| Independent Director b |
I-Li Chuang (Discharged in July 2020) |
3 | 0 | 100.00% | 3 meetings to attend |
| Independent Director c |
Yao-Kuo Wu | 6 | 0 | 100.00% |
Other matters: I. Matters specified in Article 14-5 of the Securities and Exchange Act, and resolutions which were not approved by the Audit Committee but were approved by two-thirds or more of all Directors in 2020, the date and session of the Board meeting, contents of motions, Committee resolution and actions taken concerning opinions of the Committee shall be specified.
None.
II. For situations where Independent Directors recuse themselves from any motion due to conflict of interest, the Independent Directors' names, contents of motions, causes for the recusal, and participation in voting shall be specified.
None.
III. Communications between the Independent Directors and the internal audit officer and CPAs (e.g., matters concerning the finance and business of the Company, and the means and outcomes of communication).
The Company's Independent Directors maintain smooth communications with the internal audit officer and CPAs. Opinions concerning finance and business are exchanged on a regular basis. The fine interactions are important mechanisms in monitoring the current status of the Company. Irregularities identified would be reported immediately to the Board. Contacts and communications are mostly done via letters, e-communications and emails.
Note:
- * Where an Independent Director was relieved from duties before the end of the fiscal year, the date of his/her discharge shall be specified in the "Remarks" column. His/her attendance rate (%) shall be calculated on the basis of the number of meetings called and the actual number of meetings he/she attended, during his/her term of office.
- * Where an election is held to fill the vacancies of Independent Directors before the end of the fiscal year, please list both the incoming and the outgoing Independent Directors and specify if they are former, newly elected, or re-elected Independent Directors as well as the by-election date. The attendance rate (%) shall be calculated on the basis of the number of meetings called and the actual number of meetings attended.
(III) Corporate governance implementation status and deviations from the Corporate Governance Best-Practice Principles for TWSE/TPEX Listed Companies and reasons thereof
| Implementation Status | Deviations from | ||||
|---|---|---|---|---|---|
| the Corporate | |||||
| Governance Best | |||||
| Practice Principles | |||||
| Evaluation Item | Yes | No | Description | for TWSE/TPEx | |
| Listed Companies | |||||
| and Reasons | |||||
| Thereof | |||||
| I. | Has the Company established and disclosed its code of practice on corporate governance based on the "Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies"? |
✓ | The Company has formulated the "Corporate Governance Best-Practice Principles". |
- | |
| II. (I) |
Ownership structure and shareholders' rights Does the Company have internal operation procedures to handle shareholders' suggestions, concerns, disputes and litigations? If yes, have these procedures been implemented accordingly? |
✓ | The Company has internal operation procedures to handle shareholders' suggestions, concerns, disputes and litigations. All shareholders' suggestions, concerns, and disputes are handled by the spokesperson and deputy spokesperson. |
- | |
| (II) | Does the Company possess a list of major shareholders and ultimate |
✓ | The Company possesses a list of major shareholders and ultimate owners of these major |
| Implementation Status | Deviations from | |||
|---|---|---|---|---|
| the Corporate | ||||
| Governance Best | ||||
| Practice Principles | ||||
| Evaluation Item | for TWSE/TPEx | |||
| Yes | No | Description | Listed Companies | |
| and Reasons | ||||
| Thereof | ||||
| owners of these major | shareholders. | |||
| shareholders? | ||||
| (III) Does the Company build and execute risk |
✓ | Transactions between the Company and its affiliates are |
||
| management and firewall | conducted in accordance with | |||
| mechanism between itself | relevant regulations under | |||
| and affiliates? (IV) Does the Company have |
✓ | proper risk management. The Company has internal |
||
| internal rules to prevent | rules to prevent insiders from | |||
| insiders from using undisclosed information |
using undisclosed information to trade securities. |
|||
| to trade securities? | ||||
| III. Composition and |
||||
| responsibilities of the Board (I) Has the Company |
✓ | The Company has yet to | ||
| established a | formulate a diversification | |||
| diversification policy for the composition of its |
policy for Board members. | |||
| Board of Directors and | ||||
| has it been implemented | ||||
| accordingly? (II) Other than Remuneration |
✓ | It has yet to set up other | ||
| and Audit Committees | functional committees. | |||
| which are required by laws, does the Company |
||||
| plan to set up other | ||||
| Functional Committees? (III) Has the Company |
✓ | The Company has established | ||
| formulated rules and | the Methods for Performance | - | ||
| methods for the | Assessment of the Board of | |||
| performance assessment of the Board of Directors |
Directors and the assessment methods thereof. The 2020 |
|||
| and evaluate the Board | performance assessment of the | |||
| performance every year? Is the outcome of the |
Board has been completed. | |||
| performance assessment | ||||
| submitted to the Board of Directors and used as a |
||||
| reference for the | ||||
| remuneration and re | ||||
| election nomination of individual Director? |
||||
| (IV) Has the Company |
✓ | The Company regularly | ||
| periodically evaluated the | assesses the independence of |
| Implementation Status | Deviations from | |||
|---|---|---|---|---|
| the Corporate | ||||
| Governance Best | ||||
| Practice Principles | ||||
| Evaluation Item | for TWSE/TPEx | |||
| Yes | No | Description | ||
| Listed Companies | ||||
| and Reasons | ||||
| Thereof | ||||
| independence of its CPAs? |
the CPAs. At present, the Company's CPAs have met the |
|||
| independence criteria. | ||||
| IV. Has the TWSE/TPEx company |
✓ | The Company has created the | ||
| allocated a sufficient number of | position of chief corporate | |||
| qualified corporate governance staff and appointed a chief |
governance officer in May 2021 and plans to establish the |
|||
| corporate governance office to | Corporate Governance | |||
| take charge of affairs related to | Department with exclusively | |||
| corporate governance | (or concurrently) dedicated | |||
| (including but not limited to providing information required |
personnel in charge of corporate governance related |
|||
| for Directors and Supervisors to | matters. | - | ||
| perform their functions, | ||||
| assisting Directors and Supervisors in regulatory |
||||
| compliance, handling matters | ||||
| related to Board and | ||||
| shareholders' meetings | ||||
| according to the law, and producing minutes of the Board |
||||
| and shareholders' meetings)? | ||||
| V. Has the Company established |
✓ | The Company maintains an | ||
| communication channels and set up a dedicated section on its |
open communication channel with stakeholders of the |
|||
| website for stakeholders | Company and respects and | |||
| (including but not limited to | protects the interests of both | |||
| shareholders, employees, | parties. | - | ||
| customers, and suppliers)? Has the Company responded to |
||||
| concerns of stakeholders | ||||
| regarding important corporate | ||||
| social responsibility (CSR) issues in a proper manner? |
||||
| VI. Has the Company appointed a |
✓ | The Company has appointed | ||
| professional shareholder | the Stock Management Service | |||
| service agency to handle matters associated with |
Department, Taishin International Bank to organize |
- | ||
| shareholders' meetings? | the shareholders' meetings. | |||
| VII. Information disclosure |
||||
| (I) Has the Company |
✓ | The Company has established a | ||
| established a corporate website to disclose |
corporate website disclosing information regarding the |
|||
| information regarding the | Company's finance, business |
| Implementation Status | Deviations from | |||
|---|---|---|---|---|
| the Corporate | ||||
| Governance Best | ||||
| Practice Principles | ||||
| Evaluation Item | for TWSE/TPEx | |||
| Yes | No | Description | Listed Companies | |
| and Reasons | ||||
| Thereof | ||||
| Company's finance, business and corporate governance status? |
and corporate governance. | |||
| (II) Does the Company have |
✓ | Shareholder Services Office is | ||
| other information | currently responsible for the collection and disclosure of |
|||
| disclosure channels (e.g., | corporate information and has | |||
| maintaining an English language website, |
implemented the spokesperson | |||
| designating people to | system. Investor conferences | |||
| handle information | are held when the need arises. | |||
| collection and disclosure, | ||||
| appointing spokesperson, webcasting investor |
||||
| conference on the | ||||
| corporate website)? | ||||
| (III) Does the Company |
✓ | At present, the Company has | In the future, the Company will |
|
| publicly announce and file its annual financial report |
not been able to publicly announce and file its annual |
accelerate the | ||
| within two months after | financial report within two | internal annual | ||
| the end of the financial | months after the end of the | closing process as well as the |
||
| year, and its financial | financial year due to operations. However, the |
CPA audits for | ||
| reports of the first three quarters as well as the |
financial reports of the first | earlier | ||
| operational status of each | three quarters as well as the | announcement | ||
| month prior to the | operational status of each month are publicly announced |
and filing of annual financial |
||
| prescribed deadlines? | and filed prior to the prescribed | report. | ||
| deadlines. | ||||
| VIII. Does the Company have other | Motivated by a sense of | |||
| important information to facilitate a better |
mission towards a city, the Company believes that |
|||
| understanding of the | buildings shall be integrated | |||
| Company's corporate | with the city and demonstrate | |||
| governance practices (including but not limited to |
the city's spirit. This is the fundamental responsibility of |
|||
| rights and welfare of | ✓ | the Company. | - | |
| employees, investor relations, | Committed to green buildings | |||
| supplier relations, rights of stakeholders, continuing |
and smart buildings, themed buildings and aesthetic |
|||
| education of directors and | buildings are the Company's | |||
| supervisors, the | goals and contribute to the | |||
| implementation of risk management policies and risk |
beauty of the city. |
| Implementation Status | Deviations from | |||
|---|---|---|---|---|
| the Corporate | ||||
| Governance Best | ||||
| Practice Principles | ||||
| Evaluation Item | Yes | No | Description | for TWSE/TPEx |
| Listed Companies | ||||
| and Reasons | ||||
| Thereof | ||||
| evaluation measures, the implementation of customer policies, and liability insurance for directors and supervisors provided by the Company)? |
||||
| IX. (Not applicable for the excluded companies) None. |
Improvements made in the most recent fiscal year in response to the results of corporate governance evaluation conducted by the Corporate Governance Center of the Taiwan Stock Exchange Corporation, and improvement measures and plans for items yet to be improved. |
(IV) The composition and operations of the Remuneration Committee:
1. Professional Qualifications and Independence Analysis of the
| Remuneration Committee Members | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Qualification | Meets one of the following professional qualification requirements, together with at least five years of work experience |
Independence Criteria | (Note 2) | ||||||||
| Title (Note 1) |
Name | An instructor or higher position in a department of commerce, law, finance, accounting, or other academic department related to the business needs of the Company in a public or private junior college, college or university |
A Judge, Public Prosecutor, Attorney, Certified Public Accountant, or Other Professional or Technical Specialist who Has Passed a National Examination and Has Been Awarded a Certificate in a Profession Necessary for the Business |
Has work experience in the areas of commerce, law, finance, or accounting, or otherwise necessary for the business of the Company |
1 2 3 4 5 6 7 8 9 10 | Number of Other Public Companies in Which the Individual is Concurrently Serving as a Remuneration Committee Member |
Remarks | ||||
| Others | Ming-Te Chang |
✓ | ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ | None | |||||||
| Others | Yao-Kuo Wu | ✓ | ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ | None | |||||||
| Others | Chuang, Chi Hsiung |
✓ | ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ | None |
Note 1: For the title, please fill in director, independent director, or others.
Note 2: Please check "✓" the corresponding boxes if the members meet the following conditions during the two years prior to the nomination and during the term of office.
- (1) Not an employee of the Company or any of its affiliates.
- (2) Not a Director or Supervisor of the Company or any of its affiliates. (Not applicable in cases where the person is an Independent Director appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or the laws of the country where the business is located by, and concurrently serve as such at, the Company, its parent company, subsidiary, or subsidiaries that belong to the same parent company.)
- (3) Not a natural-person shareholder who holds shares, together with those held by the person's spouse, minor children, or nominee arrangement, in an aggregate amount of 1% or more of the Company's total number of issued shares or ranks among the Company's top ten shareholders.
- (4) Not a spouse, relative within the second degree of kinship, or lineal relative within the third degree of kinship, of managerial officers in (1) or of any of the persons in (2) and (3).
- (5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5% or more of the Company's total number of issued shares, ranks among the Company's top five shareholders, or appoints representatives to be the Company's directors or supervisors pursuant to Paragraph 1 or 2, Article 27 of the Company Act. (Not applicable in cases where the person is an Independent Director appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or the laws of the country where the business is located by, and concurrently serve as such at, the Company, its parent company, subsidiary, or subsidiaries that belong to the same parent company.)
- (6) Not a director, supervisor, or employee of a company whose majority of directorships or voting rights are controlled by a shareholder who also controls the majority of directorships or voting rights of the Company. (Not applicable in cases where the person is an Independent Director appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or the laws of the country where the business is located by, and concurrently serve as such at, the Company, its parent company, subsidiary, or subsidiaries that belong to the same parent company.)
- (7) Not a director, supervisor or employee of a company or institution whose chairman, president, or an officer of equivalent position is the same person as, or a spouse to, one of the persons holding the same positions in the Company. (Not applicable in cases where the person is an Independent Director appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or the laws of the
country where the business is located by, and concurrently serve as such at, the Company, its parent company, subsidiary, or subsidiaries that belong to the same parent company.)
- (8) Not a director, supervisor, managerial officer, or shareholder with a shareholding of 5% or more of a specific company or institution that has a financial or business relationship with the Company. (Not applicable in cases where the specific company or institution owns 20% (inclusive) to 50% (exclusive) of the Company's total number of issued shares, and the person is an Independent Director appointed in accordance with the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies or the laws of the country where the business is located by, and concurrently serve as such at, the Company, its parent company, subsidiary, or subsidiaries that belong to the same parent company)
- (9) Not a professional individual who, nor an owner, partner, director, supervisor, or managerial officer of a sole proprietorship, partnership, company, or institution that provides auditing services to the Company or its affiliates, or provides commerce, law, finance, accounting or related services to the Company or its affiliates with a cumulative compensation under NT\$500,000 in the past two fiscal years, nor a spouse thereof. However, this requirement is not applicable where members of the Remuneration Committee, Public Tender Offer Review Committee, or Special Committee for Merger/Acquisition perform duties pursuant to laws and regulations in association with the Securities and Exchange Act or the Business Mergers and Acquisitions Act.
- (10) Not being a person of any conditions defined in Article 30 of the Company Act.
2. Operation of the Remuneration Committee
- I. The Company's Remuneration Committee comprises three members.
- II. Term of current Committee members: June 24, 2020 to June 23, 2023. The Remuneration Committee held two (A) meetings in 2020. The attendance status was as follows:
| Title | Name | Attendance in Person (B) |
Attendance by Proxy |
Attendance Rate (%) (B/A) (Note) |
Remarks |
|---|---|---|---|---|---|
| Convener | Ming-Te | 2 | 0 | 100.0% | |
| Chang | |||||
| Member | I-Li Chuang | 1 | 0 | 100.0% | |
| (Discharged) | 1 meeting to attend | ||||
| Member | Yao-Kuo | 2 | 0 | 100.0% | |
| Wu | |||||
| Member | Chuang, | 1 | 0 | 100.0% | |
| Chi-Hsiung | 1 meeting to attend |
Other matters:
I. If the Board decline to adopt or modify a recommendation of the Remuneration Committee, the date and session of the Board meeting, contents of motions, resolution and actions taken by the Company regarding the Committee's opinions shall be specified (if the compensation package approved by the Board is better than the recommendation made by the Committee, please specify the discrepancy and its reason).
None.
II. As to the resolutions of the Remuneration Committee, if a member expresses any objection or reservation, either by a recorded statement or in writing, the date and session of the committee meeting, contents of motions, all members' opinions and actions taken regarding the opinions shall be specified.
None.
(V) Performance in Corporate Social Responsibility and Deviations from the Corporate Social Responsibility Best Practice Principles for TWSE/TPEx-Listed Companies and Reasons Thereof:
| Implementation Status | Deviations from the Corporate Social |
||||
|---|---|---|---|---|---|
| Evaluation Item | Yes | No | Description | Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|
| I. | Has the Company conducted risk assessments on environmental, social and corporate governance issues related to the Company's operations in accordance with the materiality principle, and formulate relevant risk management policies or strategies? |
The Company has conducted risk assessments on environmental, social and corporate governance issues related to the Company's operations in accordance with the materiality principle, and formulate relevant risk management policies and strategies. |
None. | ||
| II. | Does the Company have an exclusively (or concurrently) dedicated CSR unit with senior management being authorized by the Board to handle relevant issues and report to the Board? |
✓ | At present, the Company's Administration Department is the concurrently dedicated unit for the promotion of CSR activities. |
None. | |
| III. | Environmental issues (I) Does the Company establish an environmental management system designed to fit industry characteristics? |
✓ | The Company is in a relatively simple industry where environmental management is undertaken by the downstream contractors. At present, the environmental management system complies with the |
||
| (II) Is the Company committed to improving the efficiency of various resources and utilizing renewable materials that have low environmental impacts? |
✓ | requirements. The Company and downstream contractors utilize resources with efficiency and adopt recycled materials which have low environmental impact. |
None. | ||
| (III) Does the Company assess the present and future potential risks and opportunities of climate change for the entity, and takes countermeasures to respond to climate-related issues? |
✓ | The impact of climate change on the Company remains insignificant. The Company regularly assesses the potential risks and opportunities, at present and in the future, arising from climate change. |
|||
| (IV) Does the Company calculate its greenhouse gas (GHG) emissions, water consumption and |
✓ | The Company has from time to time promoted its policy on carbon and GHG reductions with developments towards |
| Implementation Status | Deviations from the Corporate Social |
|||
|---|---|---|---|---|
| Evaluation Item | Yes | No | Description | Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
| total waste weight in the past two years, and formulate policies for energy conservation, reductions of carbon, GHG and water consumption, or other waste management? |
green buildings. It has yet to calculate its GHG emissions, water consumption and total waste weight in the past two years. |
|||
| IV. Social issues (I) Has the Company formulated appropriate management policies and procedures according to relevant regulations and the International Bill of Human Rights? |
✓ | The Company abides by laws and regulations and acknowledges the international principles of basic labor rights to protect employees' legitimate rights and recruitment policy, establish the welfare system and adopt proper management approaches |
||
| (II) Has the Company formulated and implemented reasonable employee welfare measures (including remuneration, leaves and other benefits), and properly reflected the operating performance or achievements in the |
✓ | and procedures. The Company has formulated and implemented reasonable employee welfare measures and regularly assessed employee performance which is reflected in employee compensation. |
None. | |
| employee remuneration? (III) Has the Company provided employees with a safe and healthy working environment with regular safety and health education? |
✓ | The Company has provided employees with a safe and healthy working environment with regular safety and health education. |
||
| (IV) Has the Company established effective career development training programs for its employees? |
✓ | The Company has established effective career development training programs for its employees and implemented the programs continuously. |
||
| (V) Has the Company complied with related regulations and international standards in terms of customer health and safety, customer privacy, marketing and |
✓ | There are relatively few regulations and international standards where the Company's marketing and labeling of products and services are concerned. As for customer health and safety and customer |
| Implementation Status | Deviations from the Corporate Social |
|||
|---|---|---|---|---|
| Evaluation Item | Yes | No | Description | Responsibility Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
| labeling of products and services, and formulate relevant consumer protection policies and complaint procedures? (VI) Has the Company formulated supplier management policies that require suppliers to follow relevant regulations on issues such as environmental protection, occupational safety and health, or labor rights, and the implementation results? |
✓ | privacy, the Company has always stressed the importance that products and services shall meet all requirements and demanded full compliance thereof. Also, relevant consumer protection policies and complaint procedures have been formulated. The Company's contracts with suppliers contain clauses where the Company is entitled to terminate or rescind the contracts at any time if the supplier has violated the CSR policy and the violation resulted in a significant negative impact on the environment and society. |
||
| V. Has the Company referred to the internationally accepted report preparation standards or guidelines for its preparation of CSR or other reports which disclose the Company's non financial information? Have the aforementioned reports obtained a third-party assurance or verification statement? VI. |
✓ | The Company has not referred to internationally accepted report preparation standards or guidelines for its preparation of CSR reports which disclose the Company's non-financial information. If the Company has established its CSR principles according to "Corporate Social Responsibility |
The Company will refer to internationally accepted report preparation standards for its preparation of CSR report in the near future for shareholders' reference. |
Best Practice Principles for TWSE/TPEx Listed Companies", please describe the operational status and difference:
The Company has established the "Corporate Social Responsibility Best-Practice Principles" and proceeded accordingly.
VII. Other important information to facilitate a better understanding of the Company's CSR practices: The Company has always been committed to the structural safety of buildings. We collaborated with the Building Safety Certification Association on the Riverbank project, which was the first one in central and southern Taiwan to obtain the Building Safety Certification. Through the third-party inspection and certification of the Building Safety Certification Association, the project had complete records on reinforcement fixing, the most crucial part of the construction project, and concrete quality. It fully realized structural safety and quality control.
(VI) Performance in Ethical Management and Deviations from the Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies and Reasons Thereof:
| Implementation Status | Deviations from the Ethical Corporate |
||||
|---|---|---|---|---|---|
| Evaluation Item | Yes | No | Description | Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|
| I. and schemes (I) (II) |
Establishment of ethical corporate management policies Has the Company formulated ethical corporate management policies approved by the Board of Directors and clearly expressed relevant policies and actions as well as the Board and senior management's commitment to implement these policies in the Company's internal rules and external documents? Has the Company established an assessment mechanism for risk arising from unethical conducts, regularly analyzed and assessed operating activities with higher risks of unethical conduct within its business, and formulated preventive schemes accordingly, which at least contain preventive measures for conducts set forth in Paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies"? (III) Has the Company had clear statements regarding relevant procedures, conduct guidelines, disciplinary measures and compliant system in the preventive schemes, and |
✓ ✓ ✓ |
The Company has formulated ethical corporate management policies approved by the Board and clearly expressed relevant policies and actions as well as the Board and senior management's commitment to implement these policies in the annual report. The Company has established an assessment mechanism for risk arising from unethical conducts, regularly analyzed and assessed operating activities with higher risks of unethical conduct within its business. For conducts set forth in Paragraph 2, Article 7 of the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies" and operating activities with higher risks of unethical conducts, we have preventive rules and designs in the internal control system. The Company has established the Principles of Business Ethics with clear statements regarding relevant procedures, conduct guidelines, disciplinary measures and compliant system and proceeded accordingly. |
None. |
| Implementation Status | Deviations from the Ethical Corporate |
|||||
|---|---|---|---|---|---|---|
| Evaluation Item | Yes | No | Description | Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
||
| implemented them accordingly and regularly review these schemes? |
||||||
| II. | Implementation of ethical | |||||
| corporate management | ||||||
| (I) Does the Company review |
✓ | The Company avoids | ||||
| the counterparty's history | transacting with parties having | |||||
| of ethical conduct and | records of unethical conduct. | |||||
| include the compliance of business ethics as a clause |
||||||
| in the contract? | ||||||
| (II) Has the Company |
✓ | The Audit Office is designated | ||||
| established an exclusively | to promote ethical conduct | |||||
| dedicated department | concurrently and reports its | |||||
| under the Board of Directors to promote |
operation to the Board. | |||||
| ethical conducts and | ||||||
| report regularly (at least | ||||||
| once per year) its ethics | ||||||
| policies and preventive | ||||||
| schemes for unethical conducts as well as |
||||||
| implementation status to | ||||||
| the Board? | ||||||
| (III) Has the Company | ✓ | The Company has established | ||||
| established policies to | an internal control system for | None. | ||||
| prevent conflicts of interest, provided |
related party transactions to prevent conflicts of interest and |
|||||
| appropriate | provided appropriate | |||||
| communication channels | communication channels. The | |||||
| and thoroughly | Shareholder Services Office is | |||||
| implemented the policies? | the exclusively dedicated unit. | |||||
| (IV) Has the Company | ✓ | The Company has established | ||||
| established effective accounting and internal |
effective accounting and internal control systems for the |
|||||
| control systems for the | implementation of ethical | |||||
| implementation of ethical | corporate management. Their | |||||
| corporate management | operations and audits are | |||||
| and had the internal audit | carried out pursuant to relevant | |||||
| unit formulating relevant | rules. | |||||
| audit plans based on the assessment outcome of |
||||||
| risk associated with | ||||||
| unethical conducts? Has | ||||||
| the Company then | ||||||
| performed audits on the | ||||||
| compliance with the | ||||||
| preventive schemes for |
| Implementation Status | Deviations from the Ethical Corporate |
||||
|---|---|---|---|---|---|
| Evaluation Item | Yes | No | Description | Management Best Practice Principles for TWSE/TPEx Listed Companies and Reasons Thereof |
|
| (V) | unethical conducts accordingly, or entrust the CPAs to conduct the audits? Has the Company regularly held internal and external education and training sessions on ethical corporate management? |
✓ | The Company has regularly held internal and external education and training sessions on ethical corporate management. |
||
| III. (I) (II) |
Implementation of the whistle blowing system Has the Company established specific whistle-blowing and reward systems, set up conveniently accessible whistle-blowing channels, and assigned appropriate and dedicated individuals for the accused party? Has the Company established standard operating procedures for investigating the reported incidents, actions to be taken upon the completion of an investigation, and confidentiality |
✓ ✓ |
The whistle-blowing channels are under the supervision of the Audit Office. The disciplinary measures and compliant system have operated smoothly at present. The Company has established standard operating procedures and confidentiality mechanisms for investigating the reported incidents. |
None. | |
| (III) | mechanisms? Has the Company established measures to protect whistleblowers from retaliation? |
✓ | The Company has established measures to protect whistleblowers from improper treatment. |
||
| IV. disclosure |
Enhancement on information Has the Company disclosed its ethical corporate management principles and the results of its implementation on the corporate website and MOPS? |
✓ | The Company has set up the corporate website and disclosed relevant information on ethical corporate management. |
None. | |
| V. | If the Company has established its own ethical corporate management principles based on the "Ethical Corporate Management Best Practice Principles for TWSE/TPEx Listed Companies", please describe the implementation and any deviations from the Principles: The Company operates in accordance with its "Principles of Business Ethics." |
||||
| VI. etc.): |
Other important information to facilitate a better understanding of the Company's ethical corporate management (e.g., the Company reviews and revises its Principles of Business Ethics, |
| Implementation Status | Deviations from the Ethical Corporate |
|||||||
|---|---|---|---|---|---|---|---|---|
| Evaluation Item | Yes No |
Description | Management Best Practice Principles for TWSE/TPEx Listed Companies |
|||||
| and Reasons Thereof | ||||||||
| 1. The Company belongs to the building industry. Our transactions with customers have always complied with government laws and regulations and protected the customers' rights and interests. Ethical corporate management is an important issue to the fundamentals of the industry. |
||||||||
| 2. In recent years, the government has been committed to promoting the safety of property transactions. Besides establishing the template for property contracts, it moves forward towards ethical corporate management. The Company will follow suit to ease consumers' concerns in property acquisition. |
- (VII) The Company's Corporate Governance Best-Practice Principles and relevant rules are available at the corporate website (http://www.kingtown.com.tw/).
- (VIII) Other important information to facilitate a better understanding of the Company's corporate governance practices: None.
(IX) Status of internal control system:
1. Statement of Internal Control King's Town Construction Co., Ltd.
Statement of Internal Control System
Date: March 24, 2021
The Company hereby states the results of the self-assessment of the internal control system for 2020 as follows:
- I. The Company acknowledges that the Board and management are responsible for establishing, implementing, and maintaining an adequate internal control system. The Company has established the system. The internal control system is designed to provide reasonable assurance for the effectiveness and efficiency of the operations (including profitability, performance and protection of assets), reliability, timeliness, and transparency of reporting, and compliance with applicable standards, laws and regulations.
- II. An internal control system has inherent limitations. No matter how perfectly designed, an effective internal control system can provide only reasonable assurance of accomplishing the three objectives mentioned above. Moreover, the effectiveness of an internal control system may be subject to changes in the environment or circumstances. However, the internal control system of the Company has self-monitoring mechanisms in place, and the Company will take corrective action against any defects identified.
- III. The Company evaluates the design and operating effectiveness of its internal control system based on the criteria provided in the Regulations Governing the Establishment of Internal Control Systems by Public Companies (herein below, the "Regulations"). The criteria adopted by the Regulations identify five key components of internal control based on the process of management: 1. control environment, 2. risk assessment, 3. control activities, 4. information and communication, and 5. monitoring. Each constituent element includes a certain number of items. For more information on such items, refer to the Regulations.
- IV. The Company has adopted the aforesaid assessment items for the internal control system to determine whether the design and implementation of the internal control system are effective.
- V. Based on the findings of the evaluation mentioned in the preceding paragraph, the Company believes that, as of December 31, 2020, its internal control system (including its supervision of subsidiaries), as well as its internal controls to monitor the achievement of its objectives concerning operational effectiveness and efficiency; reliability, timeliness and transparency of financial reporting; and compliance with applicable laws and regulations, were effective in design and operation, and reasonably assured the achievement of the above-mentioned objectives.
- VI. This Statement will be an essential content of the Company's annual report and prospectus
and will be publicly disclosed. Any falsehood or concealment with regard to the above contents will entail legal liability under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.
VII. This Statement has been approved in the Board of Directors' meeting on March 24, 2021, with 0 of the 5 attending Directors expressing objectives, and the remainder all affirming the content of this Statement.
King's Town Construction Co., Ltd.
Chairman: Signature
President: Signature
-
- CPA's Audit Report on Internal Control System: N/A.
- (X) Any penalties imposed upon the Company or internal personnel by laws, or punishment imposed by the Company on internal personnel for violation of the Company's internal control system regulations, details on the punishment if it might have a significant impact on the shareholders' equity or security prices, major defects and corrective action thereof during the most recent fiscal year and up to the date of publication of the annual report: None.
- (XI) Major resolutions of shareholders' meeting and Board meetings during the most recent fiscal year and up to the date of publication of the annual report:
| Date | Major Resolutions |
|---|---|
| 1. Approved the change of audit officer. |
|
| 2. Discussed the 2019 year-end bonus of the Company's |
|
| 2020/1/15 | managerial officers. |
| Board meeting | 3. Amended some articles of the Company's "Procedures for |
| Acquisition or Disposal of Assets." | |
| 1. Carried out 4th buyback of treasury shares pursuant to |
|
| 2020/3/13 | Subparagraph 3, Paragraph 1, Article 28-2 of the Securities |
| Board meeting | and Exchange Act and repurchased 10,000,000 registered |
| common shares of the Company. | |
| 1. Approved the 2019 Statement of Internal Control System. |
|
| 2. Amended some articles of the Company's "Internal Control |
|
| System." | |
| 3. Ratification of consolidated and parent company only financial statements for the years ended December 31, 2019. |
|
| 2020/3/25 | 4. Establish the "Corporate Governance Best-Practice |
| Board meeting | Principles." |
| 5. Amended some articles of the Company's "Corporate Social |
|
| Responsibility Best-Practice Principles." | |
| 6. Amended some articles of the Company's "Procedures and |
|
| Guidelines of Business Ethics." | |
| 7. Matters associated with 2020 shareholders' meeting. |
|
| 1. Reviewed the list of candidates for the election of Directors |
|
| (including Independent Directors) in the 2020 shareholders'' | |
| 2020/5/13 | meeting. |
| Board meeting | 2. 2019 earnings distribution. 3. 2019 distribution of employee compensation and |
| remunerations to Directors and Supervisors. | |
| 1. For the 4th buyback of treasury shares where a total of |
|
| 10,000,000 registered common shares of the Company was | |
| 2020/6/19 | repurchased, the record date of capital reduction was resolved |
| Board meeting | per approval from the Financial Supervisory Commission. |
| 2. Carried out 5th buyback of treasury shares and repurchased |
|
| 5,000,000 registered common shares of the Company. | |
| 2020/6/24 | 1. Amended some articles of the Company's "Procedures for |
| Shareholders' | Acquisition or Disposal of Assets." 2. Election of Directors. |
| meeting | 3. Released new Directors and their representatives from non- |
| January 1, 2020 ~ May 1, 2021 | ||||
|---|---|---|---|---|
| ------------------------------- | -- | -- | -- | -- |
| Date | Major Resolutions |
|---|---|
| compete restrictions. | |
| 2020/6/24 Board meeting |
Elected the representative of Tian Lai Investment Co., Ltd., Mr. Tien-Tsan Tsai, as the Chairman. |
| 2020/7/15 Board meeting |
The bid for Land Parcel No. 10, 12 and 14, Xingnan Section, Qianzhen District, Kaohsiung City from the Southern Region Branch, National Property Administration, MOF. |
| 2020/8/12 Board meeting |
1. Amended some articles of the Company's "Internal Control System." 2. Appointed members of the 2nd-term Remuneration Committee. 3. Submitted the application of urban renewal business and rights transfer plan for Land Parcel No. 698-1, Fuhe Section, Lingya District, Kaohsiung City |
| 2020/9/15 Board meeting |
The bid for Land Parcel No. 43, Xinyi Section, Gangshan District, Kaohsiung City from the Land Administration Bureau, Kaohsiung City Government. |
| 2020/9/24 Board meeting |
1. For the 5th buyback of treasury shares where a total of 4,189,000 registered common shares of the Company was repurchased, the record date of capital reduction was resolved per approval from the Financial Supervisory Commission. 2. Determined the record date for the 2020 distribution of employee stock bonuses and discussed the 2020 employee compensation to managerial officers. 3. Increased remunerations to Directors and Independent Directors. |
| 2020/11/12 Board meeting |
1. Amended some articles of the Company's "Internal Control System." 2. 2021 annual audit plan. 3. Signed a construction contract with the Company's related party, Bai Hong Construction Co., Ltd., for the Land Parcel No. 163, Xindu Section, Sanmin District, Kaohsiung City. 4. Signed a construction contract with the Company's related party, Chieh Chih Construction Co., Ltd., for the Land Parcel No. 2747, Aiqun Section, Qianzhen District, Kaohsiung City. 5. Acquired the Phase II Urban Land Consolidation Project of Xianbei, North District, Tainan City from a non-related party. |
| 2020/12/16 | 1. Cash capital increase for the subsidiary, H2O Hotel Co., Ltd. 2. Acquired land at Yuguang Section, Anping District, Tainan City from a non-related party. 3. Acquired the Private Urban Land Consolidation Project I of Caohu, Annan District, Tainan City from a non-related party. 4. Terminated the sales contracts signed on November 16, 2020 for the 14 lots of properties including Land Parcel No. 16, Guangxian Section, North District, Tainan City. |
| 2021/1/27 | Discussed the 2020 year-end bonus of the managerial officers. |
| 2021/2/4 | Acquired Land Parcel No. 1, Longdong Section, Gushan District, Kaohsiung City from a related party. |
| 2021/3/24 | 1. 2020 Statement of Internal Control System. 2. Ratification of consolidated and parent company only financial statements for the years ended December 31, 2020. |
| Date | Major Resolutions |
|---|---|
| 3. 2020 distribution of earnings, employee compensation and |
|
| remunerations to Directors and Supervisors. | |
| 4. Reviewed the list of candidates for the by-election of |
|
| Independent Directors in the 2021 shareholders'' meeting. | |
| 5. Matters associated with 2021 shareholders' meeting. |
|
| 6. Amended some articles of the Company's "Rules and |
|
| Procedures of Shareholders' Meeting." | |
| 7. Amended some articles of the Company's "Rules and |
|
| Procedures of Board of Directors' Meeting." | |
| 8. Amended some articles of the Company's "Audit Committee |
|
| Charter." | |
| 9. Established the Methods for Performance Assessment of the |
|
| Board of Directors. | |
| 10. Acquired land at Kanjiao N. Section, Rende District, Tainan |
|
| City from a non-related party. |
- (XII) Details of dissenting opinion expressed by a Director or Supervisor, either by a recorded statement or in writing, with respect to a major resolution passed by the Board during the most recent fiscal year and up to the date of publication of the annual report: None.
- (XIII)A summary of resignation or discharge of Chairman, President and officers of accounting, finance, internal audit, corporate governance and research and development during the most recent fiscal year and up to the date of publication of the annual report: None.
V. Information on CPA Professional Fees:
| Name of CPA Firm | Name of CPA | Audit Period | Remarks | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| ShineWing Taiwan | Angela Chuang |
Hielleen Chang |
2020/01/01~2020/12/31 |
Range of CPA Professional Fees
Unit: In Thousands of New Taiwan Dollars
| Range | Category of Fees | Audit Fees | Non-audit Fees |
Total |
|---|---|---|---|---|
| 1 | Under NT\$2,000,000 | 1,650 | 422 | 2,072 |
| 2 | NT\$2,000,000 (inclusive) ~ NT\$3,999,999 |
- | - | - |
| 3 | NT\$4,000,000 (inclusive)~ NT\$5,999,999 |
- | - | - |
| 4 | NT\$6,000,000 (inclusive)~ NT\$7,999,999 |
- | - | - |
| 5 | NT\$8,000,000 (inclusive)~ NT\$9,999,999 |
- | - | - |
| 6 | NT\$10,000,000 and above | - | - | - |
- (I) Non-audit fees paid to CPAs, CPA's accounting firms and their affiliates exceeding 25% of the audit fees: None.
- (II) When the company changes its accounting firm and the audit fees paid for the fiscal year in which such change took place are lower than those for the previous fiscal year, the reduction in the amount of audit fees, reduction percentage, and reason(s) thereof shall be disclosed: None.
- (III) When the audit fees paid for the current fiscal year are lower than those for the previous fiscal year by 15 percent or more, the reduction in the amount of audit fees, reduction percentage, and reason(s) thereof shall be disclosed: None.
- VI. Information on Replacement of CPAs: None.
-
VII. The Company's Chairman, President, or Any Managerial Officer in Charge of Finance or Accounting Matters Holding a Position at the Company's CPA Firm or at an Affiliated Enterprise of Such Firm during the Most Recent Fiscal Year: None.
-
VIII. Any Transfer of Equity Interests and/or Pledge of or Change in Equity Interests During the Most Recent Fiscal Year and up to the Date of Publication of the Annual Report by a Director, Supervisor, Managerial Officer, or Shareholder with a Stake of More than 10 Percent
- ◎ Changes in Equity Interests of Directors, Supervisors, Managerial Officers and Major Shareholders
| (In Shares) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2020 | By April 27, 2020 | ||||||||
| Title | Name | Net Change in | Net Change in | Net Change in | Net Change in | ||||
| Shareholding | Shares Pledged | Shareholding | Shares Pledged | ||||||
| Representatives | |||||||||
| of Tian Lai | |||||||||
| Investment | |||||||||
| Director/ Major | Co., Ltd.: Tien | ||||||||
| shareholders with | Tsan Tsai, | ||||||||
| 10% | Mei-Yun Tsai | 0 | 0 | 0 | 0 | ||||
| shareholdings or | Hsueh, Tien | ||||||||
| more | Chin Chen, and | ||||||||
| Shih-Hsiung Li | |||||||||
| (Date elected: | |||||||||
| June 28, 2017) | |||||||||
| Representative of | |||||||||
| Director/ Major | |||||||||
| shareholders with | Tien-Tsan Tsai | 0 | 22,000,000 | 0 | 8,500,000 | ||||
| 10% | |||||||||
| shareholdings or | |||||||||
| more | |||||||||
| Representative of | Mei-Yun Tsai | 0 | 0 | 0 | 0 | ||||
| Director | Hsueh | ||||||||
| Representative of Director/President |
Tien-Chin Chen |
14,078 | 0 | 0 | 0 | ||||
| Representative of | |||||||||
| Director | Shih-Hsiung Li | 0 | 0 | 0 | 0 | ||||
| Independent | Ming-Te | ||||||||
| Director | Chang | 0 | 0 | 0 | 0 | ||||
| Independent | I-Li Chuang |
||||||||
| Director | (Discharged) | 0 | 0 | N/A | N/A | ||||
| Independent | |||||||||
| Director | Yao-Kuo Wu | 0 | 0 | 0 | 0 | ||||
| Chin-Chung | |||||||||
| Vice President | Chuang | 5,187 | 0 | N/A | N/A | ||||
| (Discharged) | |||||||||
| Chin-Hsing | |||||||||
| Vice President | Chen | 8,722 | 0 | 0 | 0 | ||||
| Assistant Vice | Jui-Lung Kung | 9,825 | 0 | 0 | 0 | ||||
| President | |||||||||
| Assistant Vice | Chia-Hung | 9,914 | 0 | 0 | 0 |
| 2020 | By April 27, 2020 | |||||
|---|---|---|---|---|---|---|
| Title | Name | Net Change in | Net Change in | Net Change in | Net Change in | |
| Shareholding | Shares Pledged | Shareholding | Shares Pledged | |||
| President | Huang | |||||
| Assistant Vice | Jing-Heng | |||||
| President | Zhou | 9,300 | 0 | (18,000) | 0 | |
| Officer of | ||||||
| Finance and | 8,114 | 0 | 0 | 0 | ||
| Accounting | ||||||
| Shareholders with | ||||||
| 10% | Tian Gang | |||||
| Shareholdings or | Investment | 0 | 0 | 27,500,000 | 20,000,000 | |
| More | Co., Ltd. |
Note: As there was no transfer of equity interests or pledge of equity interests between related parties, no disclosure was required.
IX. Relationship Among the Company's Ten Shareholders Where One Is a Related Party, a Spouse or a Relative within the Second Degree of Kinship of Another
| April 27, 2021 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Current Shareholding | Spouse & Minor Shareholding |
Shareholding By Nominees |
Names and relationship of top ten shareholders who are related parties as defined in no. 6 of the statement of financial accounting standards, spouses or within second degree of kinship to each other |
Remarks | ||||
| Shares | Shareholding (%) |
Shares | Shareholding (%) |
Shares | Shareholding (%) |
Name | Relationship | ||
| 23.05 | Mei-Yun Tsai-Hsueh |
Spouse | |||||||
| Tien-Tsan Tsai | 85,577,838 | 20,209,951 | 5.44 | - | - | First-degree relative by consanguinity |
Corporate Representative - Director of the Company, major shareholder |
||
| Mei-Hui Chen |
Second degree relative by affinity |
||||||||
| Tian Gang | Mei-Yun | Responsible | |||||||
| Investment Co., | 63,328,801 | 17.06 | - | - | - | - | Tsai-Hsueh | person | Major shareholder |
| Ltd. | Tien-Tsan | ||||||||
| Tian Gang Investment Co., |
Tsai | Spouse First-degree |
|||||||
| Ltd. | relative by consanguinity |
||||||||
| Responsible | 20,209,951 | 5.44 | 85,577,838 | 23.05 | - | - | Second | - | |
| person: Mei-Yun | Mei-Hui Chen |
degree relative by consanguinity |
|||||||
| Tsai-Hsueh | |||||||||
| Tian Lai Investment Co., |
49,652,072 | 13.38 | - | - | - | - | - | - | Director of the |
| Ltd. | Company | ||||||||
| Responsible | Tien-Tsan Tsai |
First-degree relative by affinity |
|||||||
| person of Tian Lai | Mei-Yun | First-degree relative by |
|||||||
| Investment Co., | 438,429 | 0.12 | 703,382 | 0.19 | - | - | Tsai-Hsueh | affinity Second |
- |
| Ltd.: I-Ying Chen | degree relative by affinity |
||||||||
| Chieh Chih | |||||||||
| Construction | 31,501,513 | 8.49 | - | - | - | - | - | - | Affiliate of the Company |
| Co., Ltd. | |||||||||
| Responsible | |||||||||
| person of Chieh | 589,635 | 0.16 | 11,533,354 | 3.11 | - | - | - | - | - |
| Chih Construction Co., Ltd.: Hsien |
Relationship between Top Ten Shareholders
| Tsung Wang | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Chiung -Ting Tsai |
23,616,339 | 6.36 | 0 | 0.00 | - | - | Tien -Tsan Tsai Mei -Yun Tsai -Hsueh |
First -degree relative by consanguinity First -degree relative by consanguinity |
First -degree relative to corporate representative - Director of the Company |
| Mei -Yun Tsai - Hsueh |
20,209,951 | 5.44 | 85,577,838 | 23.05 | - | - | Tien -Tsan Tsai |
Spouse First -degree relative by consanguinity |
Corporate Representative - Director of the Company |
| Xin Rui Investment Co., Ltd. |
17,786,434 | 4.79 | - | - | - | - | - | - | - |
| Responsible person of Xin Rui Investment Co., Ltd.: I-Li Chuang |
0 | 0.00 | - | - | - | - | - | - | - |
| Jin Cheng Construction Co., Ltd. |
11,653,324 | 3.14 | - | - | - | - | - | - | - |
| Responsible person of Jin Cheng Construction Co., Ltd.: Chun -Chun Chiu |
304,748 | 0.08 | - | - | - | - | - | - | - |
| Mei -Hui Chen |
11,533,354 | 3.11 | 589,635 | 0.16 | - | - | Tien -Tsan Tsai Mei -Yun Tsai -Hsueh |
Second - degree relative by affinity Second - degree relative by consanguinity |
Second -degree relative to corporate representative - Director of the Company |
| Chin -Chueh Chen |
3,261,149 | 0.88 | 96,899 | 0.03 | - | - | - | - | - |
X. Total Number of Shares and Total Equity Stake Held in any Single Enterprise by the Company, Its Directors and Supervisors, Managerial Officers, and Any Companies Controlled Either Directly or Indirectly by the Company
| (In Shares; %) | |||||||
|---|---|---|---|---|---|---|---|
| Investee (Note) |
Investment by the Company | Investments of the Directors, Supervisors, Managerial Officers, and Any Companies Controlled Either Directly or Indirectly by the Company |
Total | ||||
| Shares | Shareholding (%) |
Shares | Shareholding (%) |
Shares | Shareholding (%) |
||
| H2O Hotel Co., Ltd. |
32,000,000 | 100.00% | 0 | 0.00 | 32,000,000 | 100.00% | |
| Hua Zhi Venture Capital Co., Ltd. |
8,152 | 1.63% | 0 | 0.00% | 8,152 | 1.63% |
Note: Investments accounted for under the equity method.
Capital and Shares
I. Sources of Capital
| Authorized Capital | Paid-in Capital | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|
| Year/ Month |
Issued Price |
Number of shares (In shares) |
Amount (In Thousands of NT\$) |
Number of shares (In shares) |
Amount (In Thousands of NT\$) |
Source of Capital |
Capital Increase by Assets Other than Cash |
Others |
| 1985/09 | NT\$10,000 | 100 | 1,000 | 100 | 1,000 | Initial capital | None | |
| 1985/10 | NT\$10,000 | 3,000 | 30,000 | 3,000 | 30,000 | Cash capital increase of NT\$29,000,000 |
None | |
| 1990/04 | NT\$10,000 | 8,000 | 80,000 | 8,000 | 80,000 | Cash capital increase of NT\$50,000,000 |
None | |
| 1990/05 | NT\$10 | 19,800,000 | 198,000 | 19,800,000 | 198,000 | Cash capital increase of NT\$118,000,000 |
None | |
| 1991/04 | NT\$10 | 40,000,000 | 400,000 | 40,000,000 | 400,000 | Capitalization of earnings of NT\$30,000,000, Cash capital increase ofNT\$172,000,000 |
None | |
| 1991/12 | NT\$10 | 45,016,000 | 450,160 | 45,016,000 | 450,160 | Capitalization of earnings of NT\$50,160,000 |
None | |
| 1992/08 | NT\$10 | 70,000,000 | 700,000 | 51,543,320 | 515,433 | Capitalization of earnings of NT\$65,273,200 |
None | |
| 1993/06 | NT\$10 | 70,000,000 | 700,000 | 65,819,537 | 658,195 | Capitalization of earnings of NT\$142,762,170 |
None | |
| 1994/07 | NT\$10 | 100,000,000 | 1,000,000 | 81,483,268 | 814,833 | Capitalization of earnings of NT\$156,637,310 |
None | |
| 1995/05 | NT\$10 | 200,000,000 | 2,000,000 | 99,983,268 | 999,833 | Cash capital increase of NT\$185,000,000 |
None | |
| 1995/07 | NT\$10 | 200,000,000 | 2,000,000 | 135,147,774 | 1,351,478 | Capitalization of earnings of NT\$351,645,060 |
None | |
| 1999/10 | NT\$10 | 200,000,000 | 2,000,000 | 148,662,551 | 1,486,626 | Capitalization of capital surplus of NT\$135,147,770 |
None | |
| 2005/06 | NT\$10 | 370,000,000 | 3,700,000 | 223,760,126 | 2,237,602 | Capitalization of earnings of NT\$750,975,750 |
None | |
| 2006/08 | NT\$10 | 370,000,000 | 3,700,000 | 268,973,513 | 2,689,735 | Capitalization of earnings of NT\$452,133,870 |
None | |
| 2007/07 | NT\$10 | 370,000,000 | 3,700,000 | 296,148,158 | 2,961,481 | Capitalization of earnings of NT\$271,746,450 |
None | |
| 2008/02 | NT\$10 | 370,000,000 | 3,700,000 | 291,163,158 | 2,911,631 | Capital reduction via treasury shares of NT\$49,850,000 |
None | |
| 2008/08 | NT\$10 | 370,000,000 | 3,700,000 | 320,849,633 | 3,208,496 | Capitalization of earnings of |
None |
| Authorized Capital | Paid-in Capital | Remarks | ||||||
|---|---|---|---|---|---|---|---|---|
| Year/ Month |
Issued Price |
Number of shares (In shares) |
Amount (In Thousands of NT\$) |
Number of shares (In shares) |
Amount (In Thousands of NT\$) |
Source of Capital |
Capital Increase by Assets Other than Cash |
Others |
| NT\$296,864,750 | ||||||||
| 2008/12 | NT\$10 | 370,000,000 | 3,700,000 | 310,849,633 | 3,108,496 | Capital reduction via treasury shares of NT\$100,000,000 |
None | |
| 2009/10 | NT\$10 | 370,000,000 | 3,700,000 | 305,849,633 | 3,058,496 | Capital reduction via treasury shares of NT\$50,000,000 |
None | |
| 2010/09 | NT\$10 | 370,000,000 | 3,700,000 | 330,657,729 | 3,306,577 | Capitalization of earnings of NT\$248,080,096 |
None | |
| 2011/10 | NT\$10 | 450,000,000 | 4,500,000 | 357,727,262 | 3,577,273 | Capitalization of earnings of NT\$270,695,330 |
None | |
| 2012/09 | NT\$10 | 450,000,000 | 4,500,000 | 375,926,155 | 3,759,261 | Capitalization of earnings of NT\$181,988,930 |
None | |
| 2015/10 | NT\$10 | 450,000,000 | 4,500,000 | 383,820,229 | 3,838,202 | Capitalization of earnings of NT\$78,940,740 |
None | Approved by Jin Guan Zheng-Fa Zi No. 1040029174 on July 31, 2015 |
| 2016/11 | NT\$10 | 450,000,000 | 4,500,000 | 384,004,658 | 3,840,047 | Capitalization of employee bonus of NT\$1,844,290 |
None | - |
| 2017/09 | NT\$10 | 450,000,000 | 4,500,000 | 384,270,732 | 3,842,707 | Capitalization of employee bonus of NT\$2,660,740 |
None | - |
| 2018/10 | NT\$10 | 450,000,000 | 4,500,000 | 384,654,922 | 3,846,549 | Capitalization of employee bonus of NT\$3,841,900 |
None | - |
| 2019/08 | NT\$10 | 450,000,000 | 4,500,000 | 384,846,372 | 3,848,464 | Capitalization of employee bonus of NT\$1,914,500 |
None | - |
| 2020/07 | NT\$10 | 450,000,000 | 4,500,000 | 374,846,372 | 3,748,464 | Capital reduction via treasury shares of NT\$100,000,000 |
None | - |
| 2020/10 | NT\$10 | 450,000,000 | 4,500,000 | 370,657,372 | 3,706,574 | Capital reduction via treasury shares of NT\$41,890,000 |
None | - |
| 2020/10 | NT\$10 | 450,000,000 | 4,500,000 | 371,193,098 | 3,711,931 | Capitalization of employee bonus of NT\$5,357,260 |
None | - |
| Share Type | Authorized Capital | |||
|---|---|---|---|---|
| Outstanding Shares |
Unissued Shares | Total | Remarks | |
| Registered common shares |
371,193,098 shares | 78,806,902 shares | 450,000,000 shares | Listed shares |
Note: The Company did not offer nor issue securities by shelf registration. Such information was not disclosed.
II. Shareholder Structure
April 27, 2021
| Structure Number |
Government Agencies |
Financial Institutions |
Other institutional shareholders |
Domestic Natural Persons |
Foreign Institutions and Natural Persons |
Total |
|---|---|---|---|---|---|---|
| Number of shareholders |
0 | 3 | 21 | 7,751 | 55 | 7,830 |
| Shareholding (shares) |
0 | 108,113 | 177,056,195 | 188,417,874 | 5,610,916 | 371,193,098 |
| Shareholding (%) |
0.00% | 0.03% | 47.70% | 50.76% | 1.51% | 100.00% |
Note: The Company did not have shares held by enterprises of Mainland China. Such information was not disclosed.
III. Shareholding Distribution Status
| Number of | Shareholding | Shareholding (%) |
|---|---|---|
| 4,592 | 0.28% | |
| 2,298 | 1.35% | |
| 403 | 0.77% | |
| 140 | 0.47% | |
| 85 | 0.40% | |
| 80 | 0.54% | |
| 39 | 0.37% | |
| 32 | 0.40% | |
| 68 | 1.33% | |
| 41 | 1.54% | |
| 22 | 1.56% | |
| 7 | 0.94% | |
| 6 | 1.04% | |
| 1 | 0.27% | |
| 16 | 88.74% | |
| 7,830 | 100.00% | |
| Shareholders | (shares) 1,046,523 5,013,438 2,851,311 1,743,284 1,491,391 1,994,488 1,383,406 1,476,368 4,929,837 5,728,289 5,786,571 3,482,683 3,866,072 1,000,000 329,399,437 371,193,098 |
Par value of NT\$10 per share April 27, 2021
Note: The Company did not issue preferred shares. Such information was not disclosed.
IV. List of Major Shareholders:
| April 27, 2021 | ||
|---|---|---|
| Shareholding Name of Major Shareholders |
Shareholding (shares) | Shareholding (%) |
| Tien-Tsan Tsai | 85,577,838 | 23.05% |
| Tian Gang Investment Co., Ltd. | 63,328,801 | 17.06% |
| Tian Lai Investment Co., Ltd. | 49,652,072 | 13.38% |
| Chieh Chih Construction Co., Ltd. | 31,501,513 | 8.49% |
| Chiung-Ting Tsai | 23,616,339 | 6.36% |
| Mei-Yun Tsai-Hsueh | 20,209,951 | 5.44% |
| Xin Rui Investment Co., Ltd. | 17,786,434 | 4.79% |
| Jin Cheng Construction Co., Ltd. | 11,653,324 | 3.14% |
| Mei-Hui Chen | 11,533,354 | 3.11% |
| Chin-Chueh Chen | 3,261,149 | 0.88% |
Note: Disclosure of top ten shareholders.
V. Share Prices for the Past Two Fiscal Years, with Company Net Worth Per Share, Earnings Per Share, Dividends Per Share, and Related Information:
| (In NT\$) | ||||||
|---|---|---|---|---|---|---|
| For the Three | ||||||
| Year | 2020 | 2019 | Months Ended | |||
| Item | March 31, 2021 | |||||
| Market | Highest | 43.00 | 32.00 | 39.60 | ||
| Price per Share (Note 1) |
Lowest | 24.90 | 24.35 | 33.55 | ||
| Average | 35.01 | 28.16 | 35.92 | |||
| Net Worth | Before distribution | 39.50 | 34.88 | 40.51 | ||
| per Share (Note 2) |
After distribution | 39.50 | 34.88 | 40.51 | ||
| Earnings per share (EPS) |
Weighted average no. of shares (In shares) |
371,193,098 | 384,846,372 | 371,193,098 | ||
| EPS (Note 3) | Before adjustment |
\$4.48 | \$4.31 | \$1.01 | ||
| After adjustment | \$4.48 | \$4.31 | \$1.01 | |||
| Cash dividends | - | - | - | |||
| Stock | Stock dividends from retained earnings |
- | - | - | ||
| Dividends per Share |
dividends | Stock dividends from capital surplus |
- | - | - | |
| Accumulated undistributed dividends (Note 4) |
- | - | - | |||
| Price/earnings ratio (Note 5) | 6.53 | 35.56 | ||||
| Return on | Price/dividend ratio (Note 6) | 7.81 - |
- | - | ||
| Investment | Cash dividend yield rate | |||||
| (Note 7) | - | - | - |
* In the case of stock dividends from capitalized retained earnings or capital surplus, information on market price and cash dividends adjusted retrospectively by the number of shares distributed shall be disclosed.
Note 1: Please identify the highest and the lowest market price of common share each year and calculate the average market price of each year based on the trading value and volume of each year.
Note 2: Please provide the information based on the number of issued shares at the end of the year and with reference to distribution (including the capitalization of employee bonus) resolved in the shareholders' meeting of the following year.
Note 3: If it is necessary to make retrospective adjustments due to stock dividends, EPS before and after the adjustment shall be disclosed.
Note 4: If the terms and conditions under which the equity securities are issued provided that the dividends retained in the year may be accumulated until the year in which there are earnings available for distribution, the accumulated undistributed dividends as of the end of the year shall be disclosed.
Note 5: Price/earnings ratio = Average closing price per share for the year/EPS.
Note 6: Price/dividend ratio = Average closing price per share for the year/Cash dividend per share.
Note 7: Cash dividend yield = Cash dividends per share/Average closing price per share for the year.
Note 8: Please identify the net worth per share and EPS available in the latest quarterly financial information audited (reviewed) by CPAs before the date of publication of the Annual Report, and the information available until the date of publication of the annual report in the other sections.
— 59 —
VI. Company's Dividend Policy and Implementation Thereof:
◎Dividend policy:
In accordance with Article 25 of the Articles of Incorporation, annual earnings of the Company, if any, shall be appropriated for tax payment, accumulated loss compensation, legal and special reserves, employee bonus and remuneration to Directors and Supervisors. The Board shall determine the amount of dividends based on the remaining balance, if any, together with undistributed earnings of prior years. If the distributable earnings per share are less than NT\$0.5, the Company may decide not to carry out the distribution.
The percentage of cash dividends in the aforementioned distribution proposal shall not be less than 10% of the total amount distributed. The percentage shall be determined by the Board after considering the financial condition of the Company. However, no cash dividend shall be paid when the debt ratio in the annual financial statements of the year exceeds 50%.
The resolution against dividend distribution is not subject to this provision.
◎Dividend distribution proposal: The shareholders' meeting had
resolved not to distribute dividends.
◎Changes to dividend policy:
The shareholders' meeting had not amended the Company's dividend policy. There is currently no plan to change such policy.
VII. Effect upon Business Performance and Earnings Per Share of any Stock Dividend Distribution Proposed or Adopted at the Most Recent Shareholders' Meeting
| Item | Year | 2021 (Estimation) | |||
|---|---|---|---|---|---|
| Paid-in capital at the beginning (in thousands of NT\$) | 3,711,931 | ||||
| Cash dividend per share (\$NT) | 0.00 | ||||
| Cash and stock dividend |
earnings (shares) | Stock dividend from capitalized retained | 0.00 (Note 2) | ||
| in 2020 | surplus (shares) | Stock dividend from capitalized capital | 0.00 | ||
| Operating income (in thousands of NT\$) | |||||
| Changes in operating performance |
income year-over-year | Ratio of increase (decrease) in operating | |||
| Net income after tax (in thousands of NT\$) | |||||
| after tax year-over-year | Ratio of increase (decrease) in net income | ||||
| EPS (NT\$) | |||||
| over-year | Ratio of increase (decrease) in EPS year | ||||
| Average annual return on investment (reciprocal of annual price/earnings ratio) |
(Note 1) | ||||
| Where capitalized | Proforma EPS | ||||
| Proforma EPS | earnings were distributed as cash dividends instead |
Pro-forma average annual return on investment |
|||
| and price/earnings |
Proforma EPS | ||||
| ratio | Where capital surplus was not capitalized |
Pro-forma average annual return on investment |
|||
| Where capital | Proforma EPS |
Effect upon Business Performance, EPS and Return on Equity of Stock Dividend Distribution
|--|
Note:
-
- Not applicable as the Company did not disclose the complete financial forecasts for 2021.
-
- The 2020 earnings distribution proposal is pending approval from the shareholders' meeting.
-
- Where capitalized earnings were distributed as cash dividends instead, Proforma EPS
- = [Net income after tax Imputed interest expense arising from cash dividends* x (1 Tax rate)]/(Total number of issued shares at the end of the current year - Number of shares from earnings appropriation**)
Imputed interest expense arising from cash dividends* = Amount of capitalized earnings x interest rate of one-year general loan
Number of shares from earnings appropriation**: The increase in number of shares after the earnings appropriation of the previous year
- Average price/earnings ratio of the year = Average market price per share of the year / EPS in the annual financial statements
VIII. Compensation of Employees, Directors, and Supervisors
- (I) The percentages or ranges of compensation to employee, Directors and Supervisors as set forth in the Company's Articles of Incorporation: Pursuant to Article 25 of the Articles of Incorporation, annual earnings of the Company, if any, shall be first appropriated to pay taxes and offset losses of prior years before allocating 10% of the remaining earnings to legal reserve until the accumulated legal reserve has equaled the Company's paid-in capital. Next, the special reserve shall be appropriated or reversed based on the Company's needs and pursuant to applicable laws and regulations. The remaining balance, if any, shall be appropriated for employee bonus at a percentage not lower than 1% and for remuneration to Directors and Supervisor at a percentage not exceeding 2%.
- (II) The accrual basis of compensation to employees and remuneration to Directors and Supervisors, the calculation basis for number of shares distributed as employee compensation and the accounting treatments for difference between the amount actually paid and accrued:
-
- Compensation to employees was accrued at 1% of the net income before tax and remuneration to Directors and Supervisors was not accrued for in 2020.
-
- The Company planned to issue new shares for employee bonuses of NT\$19,524,435. The number of shares to be issued was calculated based on the closing price of NT\$34.50 on the day immediately preceding the Board's resolution on new share issuance (i.e., March 23). A total of 565,925 shares were issued. Amount less than one share was distributed in the form of cash.
-
- The proposed distribution amount of NT\$19,524,435 was not different from the accrued amount.
- (III) Information on the Board's resolution concerning remuneration:
-
- With regard to compensation to employees in the form of cash or stocks and remuneration to Directors and Supervisors, please disclose the difference, its causes and actions taken if the amount is different from the one recognized in the financial statements. None.
-
- The amount of employee compensation distributed in stocks, and as a percentage of the sum of net income in the parent company only or individual financial statements for the current period and total employee compensation.
The proposed amount of employee compensation distributed in stocks of NT\$19,524,435 was 1.15% to the sum of net income in the parent company only or individual financial statements for the current period and total employee compensation.
- (IV) The actual payment of compensation to employees and remuneration to Directors and Supervisors in the previous fiscal year (including the number of shares, amount and share price) and the difference, its causes and actions taken where the amount is different from the one recognized in the financial statements:
-
- The Company did not distribute 2019 remuneration to Directors and Supervisors in 2020.
-
- In 2020, the Company distributed 2019 compensation to employees of NT\$18,214,685. The number of shares issued was calculated based on the closing price of NT\$34.00 on the day immediately preceding the Board's resolution on new share issuance (i.e., May 12, 2020). A total of 535,726 shares were issued. Amount less than one share was distributed in the form of cash.
-
- The amount was the same as the one recognized in the financial statement.
IX. Share Repurchases
(I) Transactions completed:
As of May 1, 2021
| Forth | Fifth | ||
|---|---|---|---|
| Batch Number | (Completed on May 15, | (Completed on August | |
| 2020) | 21, 2020) | ||
| Maintain company | Maintain company | ||
| Purpose | credit and shareholders' | credit and shareholders' | |
| rights | rights | ||
| Period | 2020/03/16~2020/05/15 | 2020/06/22~2020/08/21 | |
| Between NT\$20.00 and | Between NT\$26.00 and | ||
| Price range | NT\$35.00 per share | NT\$38.00 per share | |
| Type and quantity of | 10,000,000 registered | 4,189,000 registered | |
| shares repurchased | common shares | common shares | |
| Amount of shares | NT\$310,789,663 | NT\$152,968,949 | |
| repurchased | |||
| Ratio of actual number of | |||
| shares repurchased to | |||
| planned number of the | 100.00% | 83.78% | |
| repurchase (%) | |||
| Number of shares | 10,000,000 shares | 4,189,000 shares | |
| cancelled and transferred | |||
| Cumulative number of | 0 share | 0 share | |
| company shares held | |||
| Ratio of cumulative | |||
| number of company | |||
| shares held to total | 0.00% | 0.00% | |
| number of issued shares | |||
| (%) |
(II) Transactions ongoing: None.
| X. | Corporate Bonds: |
|---|---|
| None. |
- XI. Preferred Shares: None.
- XII. Global Depository Shares: None.
- XIII. Employee Stock Options and New Restricted Employee Shares: None.
- XIV. Issuance of New Shares in Connection with Mergers or Acquisitions or with Transfer of Shares of Other Companies (Including Mergers, Acquisitions and Spin-off):
None.
- XV. Implementation of the Company's Capital Allocation Plans:
- (I) Plan details: None.
- (II) Implementation status: None.
Operational Highlights
- I. Business Activities
- (I) Business scope
-
- Principal business and sales proportion
- (1) Commission contractors to build public housing and commercial buildings for lease or sale.
- (2) Specific area development
- (3) Regular hotel
- (4) The 2020 consolidated operating revenue composed of sales of shop top housing and residential buildings (97.15%), tourist hotel business (2.58%) and rental and other income (0.27%).
-
- Major products (services)
- (1) Construction of commercial buildings, residential buildings and parking spaces for sale.
- (2) Construction of commercial buildings and residential buildings for lease.
-
- New products (services) underway None.
- (II) Industry overview
-
- Industry status and development:
-
In Taiwan, the real estate industry is one with less access to raw materials. As the nation is located on an island with limited area and a high population density, the industry has always enjoyed stable demand. The current status has not changed much.
For more than two decades, as national income continues to grow, consumers' demand for residential quality has increased, which is evidenced by the demand for real estate. Both first-time homebuyer and replacement demand have risen as the real purchasing power recovers. In recent years, the expansion of the technology industry in area and scale leads to soaring property prices. The phenomenon is quite obvious especially in Tainan and Kaohsiung during the past two years. The trend will continue for the next five years.
In the long run, as the growth of the domestic property market gradually stabilizes, the market shall progress to a more mature phase.
-
- Relationship amongst upstream, midstream, and downstream: Profits of the building industry mainly come from controls over land and construction costs, and the level of understanding of the economic fluctuations in the property market. As the raw material, land is categorized as upstream. It is given to and utilized by the contractors, which is the midstream. Both are key costs in the building industry. Downstream of the property market mainly consists of real estate marketing agencies and broking agencies. The building investment industry and real estate marketing agencies used to have tight long-term business relationships in the past. As for broking agencies, with the advantages of multiple stores, they have also worked closely with the property market on project sales.
-
- Product development trend and competition: Currently, the property market in Kaohsiung focuses on residential real estate. As for the Company, the majority of operating revenue stems from residential properties and in the short run, that would remain our product focus. We will start to assess the commercial building market and introduce projects when the opportunity arises.
- (III) Technology and R&D
-
- R&D expenses during the most recent fiscal year and up to the date of publication of the annual report: None.
-
- Technology and products successfully developed during the most recent fiscal year and up to the date of publication of the annual report: None.
- (IV) Long-term and short-term business development plans
-
- Short-term business development plan: Taking into account the Company's capital size, human resources conditions, rate of return on individual projects, and capital turnover efficiency, our short-term business focus will be on the investments of residential constructions at the Greater Kaohsiung and Tainan area. Besides optimizing operation efficiency, the Company can enjoy stable growth.
-
- Long-term business development plan: The Company will continue to launch residential products in the Greater Kaohsiung and Tainan area. Moreover, we will persistently explore development opportunities in the leisure real estate market and the
tourist hotel business.
- II. Analysis of the Market as well as Production and Sales Situation
- (I) Market analysis:
-
- Sales distribution of main products (services) by region: The sales regions cover Kaohsiung City, Tainan County and Pingtung City/County.
-
The Company's investments in construction projects by geographical distribution since 1992 are as follows:
| Area | Project | Product Type | Units |
|---|---|---|---|
| Shangdi | Residential-commercial building | 44 units | |
| Houyi New Home | Residential-commercial building | 42 units | |
| Weicheng VIP | Residential-commercial building | 153 units | |
| Phuket | Residential-commercial building | 189 units | |
| Franklin | Residential-commercial building | 314 units | |
| King's Lodge | Residential building | 35 units | |
| Splendid | Residential-commercial building | 77 units | |
| King's Rose Garden | Residential-commercial building | 172 units | |
| King's Love | Residential-commercial building | 224 units | |
| Louvre | Private residence | 119 units | |
| Prague Phase I | Townhouse | 36 units | |
| Prague Phase II | Townhouse | 12 units | |
| Miro | Residential-commercial building | 123 units | |
| Love by Love River D Block | Townhouse | 55 units | |
| Van Gogh | Residential building | 99 units | |
| Yadu | Residential-commercial building | 134 units | |
| Love by Love River A Block | Residential-commercial building | 92 units | |
| Love by Love River B Block | Shop top housing | 72 units | |
| Townhouse | |||
| Renoir | Residential-commercial building | 144 units | |
| Affluent | Townhouse | 4 units | |
| Sweet Home | Residential-commercial building | 164 units | |
| Love World | Townhouse, commercial building | 106 units | |
| Villa Village | Shop top housing | 99 units | |
| Rodin | Private residence | 81 units | |
| Love by Love River B Block | Residential-commercial building | 150 units | |
| Residence | |||
| Modern King's | Residential-commercial building | 225 units | |
| King's New World | Residential-commercial building | 79 units | |
| Cambridge | Residential building | 243 units | |
| King's Boutique Home King's 101 |
Residential building Residential building |
118 units 174 units |
|
| Kaohsiung City | Vienna | Residential-commercial building | 156 units |
| King's VIP | Residential-commercial building | 163 units | |
| Caesar | Residential building | 148 units | |
| King's Paris | Residential-commercial building | 159 units | |
| Star in Southern Seas | Residential-commercial building | 192 units | |
| King's Bird of Paradise | Residential-commercial building | 129 units | |
| Mozart | Residential building | 197 units | |
| Museum of Fine Arts | Private residence | 267 units | |
| Purple Palace | Residential-commercial building | 273 units | |
| New York New York | Residential building | 185 units | |
| King's Classic | Residential-commercial building | 178 units | |
| Modern Elegance | Residential-commercial building | 133 units | |
| Maldives | Residential building | 199 units | |
| Fore-HSR | Residential-commercial building | 175 units | |
| King's Xiadu I | Residential-commercial building | 55 units | |
| King's Xiadu II | Residential-commercial building | 106 units | |
| Shining Hotel | Residential-commercial building | 193 units | |
| One World I | Private residence | 559 units | |
| Dome | Residential-commercial building | 109 units | |
| Dear King's Town | Residential-commercial building | 226 units | |
| King's CBD | Office building | 45 units | |
| King's Grand Tower | Residential-commercial building | 122 units | |
| King's Four Seasons | Private residence, shop top |
459 units | |
| housing | |||
| Huashang | Residential-commercial building | 209 units | |
| Lake Cube | Private residence | 74 units | |
| Mandala | Residential-commercial building | 76 units | |
| Water Forest | Private residence | 238 units | |
| Le Dome | Private residence | 156 units | |
| Lohas | Private residence | 168 units | |
| The Peak | Private residence | 53 units | |
| King's Park | Residential-commercial building | 126 units |
| Yuanshan Garden Villa | Private residence | 195 units | |
|---|---|---|---|
| King's Hanshin Online | Private residence | 55 units | |
| Exquisite Palace | Residential-commercial building | 366 units | |
| King's Mansion | Residential-commercial building | 284 units | |
| Riverbank | Residential-commercial building | 57 units | |
| Elegance | Private residence | 106 units | |
| King's E SKY | Residential-commercial building | 157 units | |
| Weicheng World View | Residential-commercial building | 252 units | |
| Dasanyuan | Residential-commercial building | 320 units | |
| Weicheng Metro Camp | Residential-commercial building | 591 units | |
| King's Living Mall | Residential-commercial building | 163 units | |
| King's All | Residential-commercial building | 131 units | |
| Kaohsiung City | King's Garden | Residential-commercial building | 113 units |
| (formerly the Kaohsiung County |
Tropical Island | Residential-commercial building | 293 units |
| area) | Palm Villa | Shop top housing | 28 units |
| Luxury Villa | Townhouse | 26 units | |
| Palm Villa Phase III | Shop top housing | 20 units | |
| Beverly | Shop top housing | 62 units | |
| Love for Nature | Residential-commercial building | 129 units | |
| Lush Garden | Residential building | 114 units | |
| Pingtung Weicheng | Residential-commercial building | 343 units | |
| Pingtung City/County | Childhood Sweetheart | Residential-commercial building | 213 units |
| Grand Academy | Residential-commercial building | 62 units | |
| Pingtung Imperial City | Residential-commercial building | 137 units | |
| Tainan City (formerly | Ciali Weicheng (Phase I-III) | Shop top housing, townhouse | 114 units |
| the Tainan County | |||
| area) |
Projects by Geographical Distribution (in units)

2. Market share
The Company has operated in the property market of southern Taiwan for many years and has accomplished considerable projects and masterpieces. We have also established a good reputation and enjoyed a relatively high market share.
-
- Future market supply and demand and prospect:
- (1) According to the monthly statistical reports from the Construction and Planning Agency, the residential building construction licenses were issued for 14,082 units in Kaohsiung in 2020, a decrease of 7,405 units (34.46%) from the 21,487 units in 2019. The total floor area covered by the licenses issued was 1,935,000 M2 in 2020, a drop of 36.95% from the 3,068,828 M2 in 2019. Based on these data, the number of residential building construction licenses issued did not increase. In fact, it declined year-over-year. Thus, we have not seen a significant increase in the future supply. Moreover, the residential building usage licenses were issued for 14,085 units in 2020, a significant increase of 6,568 units (87.38%) compared to the 7,517 units in 2019. The total floor area covered by the licenses issued was 2,344,125 M2 in 2020, a surge of 95.06% compared to the 1,201,740 M2 in 2019. The supply of newly completed property soared in 2020.
- (2) Although the COVID-19 wreaked havoc early this year, the pandemic has slowed down at present. It dost not have much impact on property purchases.
-
- Competitive advantage and favorable and unfavorable factors for longterm development and countermeasures:
- (1) Competitive advantage:
- ①Reputation from diligent work over the years.
- ②Professional after-sales service which is well received by customers.
- ③With abundant resources and a strong and excellent team of subcontractors, the Company needs not worry about quality and progress control.
- ④The Company has outstanding talents with low turnover rate.
- (2) Favorable factors for long-term development:
- ①Public works promote regional prosperity:
Several major public constructions such as Port of Kaohsiung Intercontinental Container Terminal (ICT), Kaohsiung Music Center, Kaohsiung Port Cruise Terminal, Kaohsiung Light Rail, KMRT Yellow Line, construction of Green Corridors after Kaohsiung Railway Underground Project, redeveloping 205th Arsenal munitions factory, and Asia's New Bay Area that are either completed or under construction, will boost the property market in the Greater Kaohsiung area and improve the entire property market.
②Sufficient funds and low interest rates:
Hot money continues to pour in and the U.S. plans to implement unlimited QE and create a low interest rate environment. As for Taiwan, under Central Bank's monetary policy to keep interest
rates low, there are abundant market funds and interest rates have stayed low.
(3) Unfavorable factors for long-term development:
Difficulties in acquiring prime land:
Land is the fundamental material for construction. Taiwan has limited land for development as the majority of land area consists of hills or high mountains. Moreover, after years of development, land available becomes even more scarce.
- (4) Countermeasures:
- ①Explore suitable land:
Initiate projects at regions with potential for value enhancement and resistance to price erosion in the metropolitan areas to cope with the impact of market downturn and meet the customers' demand concerning the living environment.
②Seize the selling opportunities:
Monitor changes in the market constantly and seize selling opportunities to avoid price competitions with its peers.
③Design quality products:
There are popular items even in a bear market. As long as the Company can launch products that meet market demand and enhance the added value of the products, it can thrive in times of adversity.
④Reduce operating costs:
Improve the quality of worksite management in order to shorten the construction period and increase the gross profit.
⑤Strengthen R&D work:
Conduct preliminary surveys and analyses on potential regions in the future to get a head start, and stay aware of changes in markets other than the Greater Kaohsiung area.
- (II) Main applications and production process of key products
-
- Main applications:
Key products of the Company can be categorized into townhouses, residential buildings and commercial buildings. They are built for sale or leased as residences, offices or shops.
- Production process:
The production process is rather complex. It involves a wide range of industries, such as concrete, cement, reinforcement steel, sanitary facilities, utility devices, aluminum doors and windows, tiles, landscape design and gardening. The site manager of the contractor is responsible for the construction planning and quality control of associated subcontractors. The Company would assign employees to perform unscheduled inspections on the construction status to deliver the best quality.
The process is illustrated below:

- (III) Supply of key raw materials
-
- Construction sites:
The Company's projects are mostly in Kaohsiung City and Tainan City, which have a relatively large area for construction purposes. Thus, we have sufficient land resources. Moreover, the release of public land for bidding is favorable to land acquisition.
- Construction work:
The Company mostly commissions Chieh Chih Construction Co., Ltd., Bai Hong Construction Co., Ltd. and other construction companies for construction works. Chieh Chih Construction Co., Ltd. and Bai Hong Construction Co., Ltd. are Grade-A construction companies. The quality, progress and source of materials of their construction work are assured.
◎The above suppliers of key raw material are affiliates of the Company. The source of supply is stable and we do not expect major changes.
(IV) Name of top ten suppliers/customers in the past two fiscal years with total purchase/revenue and percentages:
| As of May 1, 2021 | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | For the Three Months Ended March 31, 2021 |
||||
| Year Name |
Amount (In Thousands of NT\$) |
Percentage to Annual Net Purchase (%) |
Amount (In Thousands of NT\$) |
Percentage to Annual Net Purchase (%) |
Amount (In Thousands of NT\$) |
Percentage to Net Purchase in the First Quarter of 2021 (%) |
| Chieh Chih Construction Co., Ltd. (Concluded as having controlling or subordinate relation) |
238,109 | 21.65% | 943,137 | 17.21% | 76,194 | 5.59% |
| Bai Hong Construction Co., Ltd. (Concluded as having controlling or subordinate relation) |
280,364 | 25.49% | 720,347 | 13.14% | 95,241 | 6.99% |
| Others | 581,350 | 52.86% | 3,818,260 | 69.65% | 1,191,225 | 87.42% |
| Net purchase | 1,099,823 | 100.00% | 5,481,744 | 100.00% | 1,362,660 | 100.00% |
-
Names of major suppliers in the past two fiscal years with purchase amount and percentages:
-
- Names of major customers in the past two fiscal years with sales amount and percentages: The Company did not have customers accounted for 10% or more of the annual sales in the past two fiscal years.
- (V) Production output and value in the past two fiscal years:
| December 31, 2020 | ||||||
|---|---|---|---|---|---|---|
| Year | 2020 | 2019 | ||||
| Capacity | Output Area | Output Value | Capacity | Output Area | Output Value | |
| Main | (Ping) | (in thousands | (Ping) | (in thousands | ||
| Products | of NT\$) | of NT\$) | ||||
| Townhouse | - | - | - | - | 0 | 0 |
| Residential | ||||||
| building | - | 6,045.34 | 1,278,720 | - | 77,898.06 | 11,822,658 |
| Total | - | 6,045.34 | 1278720 | - | 77,898.06 | 11,822,658 |
(VI) Sales volume and value in the past two fiscal years:
| December 31, 2020 | |||||
|---|---|---|---|---|---|
| Year | 2020 | 2019 | |||
| Main Products |
Sales Volume (Ping) |
Sales value (In Thousands of NT\$) |
Sales Volume (Ping) | Sales value (In Thousands of NT\$) |
|
| Townhouse | - | - | - | - | |
| Residential building |
32,598.70 | 8,420,604 | 21,220.45 | 5,719,192 | |
| Land | - | - | - | - | |
| Lease revenue | - | 23,689 | - | 14,722 | |
| Hospitality revenue |
- | 223,556 | - | 256,285 | |
| Total | 32,598.70 | 8,667,849 | 21,220.45 | 5,990,199 |
III. Employees:
Employees Information in the Past Two Fiscal Years and up to the Date of Publication of the Annual Report
| As of May 1, 2021 | ||||
|---|---|---|---|---|
| Year | 2020 | 2019 | As of May 1, 2021 | |
| General employees |
32 | 35 | 34 | |
| No. of Employees |
Engineering employees |
2 | 2 | 2 |
| Total | 34 | 37 | 36 | |
| Average age | 50.56 | 49.62 | 51.42 | |
| Average year of services | 18.63 | 17.85 | 18.53 | |
| PhD | 0% | 0% | 0% | |
| Percentage | Master's degree | 17.65% | 13.51% | 16.67% |
| for each | Bachelor's degree | 70.59% | 75.68% | 72.22% |
| education level |
Senior high school |
11.76% | 10.81% | 11.11% |
| Below senior high school |
0% | 0% | 0% |

degree Senior high
school Below senior
high school
Percentage for Each Education Level of Employees
IV. Environmental Protection Expenditure
- (I) Any losses suffered by the Company in the most recent fiscal year and up to the date of publication of the annual report due to environmental pollution incidents (including any compensation paid and any violations of environmental protection laws or regulations found in environmental audits, of which the disposition dates, disposition reference numbers, the articles and details of law violated, and the content of the dispositions shall be specified), and disclosures on an estimate of possible expenses that could incur currently or in the future and countermeasures being or to be taken: None.
- (II) Action plans (including improvement measures) and expected spending:
Strengthen environment management at and landscape the construction site.
V. Labor Relations
- (I) Employee welfare and benefits, continuing education, training, and retirement plans and the implementation status thereof, agreements between labor and management, and measures taken to safeguard employee rights:
-
- Employee welfare and benefits, continuing education, and training and the implementation status thereof The Company established the Employee Welfare Committee (EWC) per Official Letter Gao-Shi-Lao-III-Zi No. 000494 (1992) issued by the Labor Affairs Bureau of Kaohsiung City Government on January 17, 1992. Also, the Company established the EWC of King's Group with affiliates, Jing Cheng Construction Co., Ltd., Nan Jing Construction Co., Ltd., Chieh Chih Construction Co., Ltd., and Bai Hong Construction Co., Ltd., on January 20, 2006. EWC operates in accordance with the Organization Regulations on Employee Welfare Committee promulgated by the Ministry of the Interior. Welfares stipulated in the Organization Regulations are as follows:
- (1) The Company contributes 0.1% of sales and 0.5% of employee salaries as welfare funds on a monthly basis.
- (2) Welfare fund is used for cash gifts on important festivals, company trips, cash gifts for weddings and festivals, subsidies for funerals, allowance for childbirth, continuing education and training, emergency relief, recreational and club activities, etc.
- (3) The EWC prepares an annual activity plan and carries it out accordingly.
- (4) A comprehensive vocation system.
- (5) Employee bonus scheme and employee stock purchase plan.
-
- Retirement system
Retirement rules are stipulated in the personnel management rules and approved by the Labor Affairs Bureau of Kaohsiung City Government. The Company makes monthly contributions to the designated retirement account to optimize employee protection. The Company has maintained a harmonious labor relation and has not had any loss incurred due to industrial disputes.
-
- Labor-management agreement The Company has maintained a harmonious labor relation and has not had industrial disputes. Thus, there has been no labor-management agreement.
-
- Measures taken to safeguard employee rights EWC is the complaint channel for issues concerning employee rights. Complaints raised by employees are reviewed in EWC meetings. The operation has been smooth.
-
(II) Any losses suffered by the Company in the most recent fiscal year and up to the date of publication of the annual report due to industrial disputes: None.
- (III) An estimate of possible expenses that could incur currently or in the future and countermeasures being or to be taken
The Company has 36 employees. We have maintained harmonious labor relations and have no industrial disputes.
VI. Important Contracts:
| Nature | Counterparty | Duration | Major Contents | Restrictive Covenants |
|---|---|---|---|---|
| Construction work of Project "Elegance" |
Bai Hong Construction Co., Ltd. |
Signed on September 14, 2013 |
Contract sum: NT\$938,885 thousand Upon agreement, the contract sum was amended to NT\$1,049,885 thousand in December 2019 |
Construction reserve fund of 10% Two-year warranty |
| Construction work of Project "King's Mansion" |
Bai Hong Construction Co., Ltd. |
Signed on September 26, 2013 |
Contract sum: NT\$1,849,460 thousand Upon agreement, the contract sum was amended to NT\$1,709,460 thousand in December 2019 |
Construction reserve fund of 10% Two-year warranty |
| Construction work of Project "Exquisite Palace" |
Chieh Chih Construction Co., Ltd. |
Signed on December 11, 2013 |
Contract sum: NT\$3,232,565 thousand Upon agreement, the contract sum was amended to NT\$2,988,565 thousand in December 2019 |
Construction reserve fund of 10% Two-year warranty |
| Structural work of Project "King's Hanshin Online" |
Chieh Chih Construction Co., Ltd. |
Signed on February 1, 2016 |
Contract sum: NT\$344,712 thousand Upon agreement, the contract sum was amended to NT\$352,212 thousand in March 2019 |
Performance bond of 10% Five-year warranty |
| Structural work of Project "King's E SKY" |
Bai Hong Construction Co., Ltd. |
Signed on August 1, 2016 |
Contract sum: NT\$260,110 thousand |
Performance bond of 10% Five-year warranty |
| Structural work of Project "Riverbank" |
Chieh Chih Construction Co., Ltd. |
Signed on August 1, 2016 |
Contract sum: NT\$136,128 thousand Upon agreement, the contract sum was amended to NT\$148,127.5 thousand in March 2019 |
Performance bond of 10% Five-year warranty |
| Renovation work of Project "King's |
Chieh Chih Construction Co., |
Signed on March 24, |
Contract sum: NT\$273,168 thousand |
Performance bond of 10% |
| Nature | Counterparty | Duration | Major Contents | Restrictive Covenants |
|---|---|---|---|---|
| Hanshin Online" | Ltd. | 2017 | Upon agreement, the contract sum was amended to NT\$266,168 thousand in March 2019 |
Five-year warranty |
| Renovation work of Project "King's E SKY" |
Bai Hong Construction Co., Ltd. |
Signed on February 1, 2018 |
Contract sum: NT\$205,350 thousand |
Performance bond of 10% Five-year warranty |
| Renovation work of Project "Riverbank " |
Chieh Chih Construction Co., Ltd. |
Signed on December 25, 2017 |
Contract sum: NT\$120,113 thousand Upon agreement, the contract sum was amended to NT\$126,812.5 thousand in March 2019 |
Check for performance bond of 10% Five-year warranty |
| Construction work of Project "Heart of World" |
Chieh Chih Construction Co., Ltd. |
Signed on November 18, 2020 |
Contract sum: NT\$2,014,000 thousand |
Check for performance bond of 10% Five-year warranty |
| Construction work of Land Parcel No. 163, Xindu Section |
Bai Hong Construction Co., Ltd. |
Signed on November 18, 2020 |
Contract sum: NT\$880,200 thousand |
Performance bond of 10% Five-year warranty |
Note: Contracts above were still valid and/or will expire in the most recent fiscal year up to the date of publication of the annual report.
Financial Information
- I. Condensed Balance Sheets and Statements of Comprehensive Income for the Past Five Fiscal Years
- (I) Condensed balance sheets
-
- IFRSs (Consolidated)
-
| (In Thousands of New Taiwan Dollars) | |||||||
|---|---|---|---|---|---|---|---|
| Financial Information for the Past Five Fiscal Years | Financial | ||||||
| Item | Year | 2020 | 2019 | 2018 | 2017 | 2016 | Information for the Three Months Ended March 31, 2021 (Note 1) |
| Current assets | 31,278,021 | 34,845,997 | 32,137,827 | 31,422,477 | 30,837,130 | 30,942,709 | |
| Property, plant and equipment |
802,258 | 862,082 | 912,786 | 986,519 | 720,610 | 785,782 | |
| Intangible assets | 169,290 | 173,523 | 177,349 | 181,627 | 183,240 | 168,190 | |
| Other assets | 129,645 | 181,001 | 84,076 | 81,303 | 53,829 | 134,791 | |
| Total assets | 32,379,214 | 36,062,603 | 33,312,038 | 32,671,926 | 31,794,809 | 32,031,472 | |
| Current | Before distribution |
10,728,951 | 15,246,621 | 15,401,138 | 15,820,838 | 16,950,819 | 10,130,751 |
| liabilities | After distribution |
10,728,951 | 15,246,621 | 15,401,138 | 15,820,838 | 16,950,819 | 10,130,751 |
| Non-current liabilities | 6,988,048 | 7,393,196 | 6,149,410 | 4,827,420 | 3,603,610 | 6,863,707 | |
| Total | Before distribution |
17,716,999 | 22,639,817 | 21,550,548 | 20,648,258 | 20,554,429 | 16,994,458 |
| liabilities | After distribution |
17,716,999 | 22,639,817 | 21,550,548 | 20,648,258 | 20,554,429 | 16,994,458 |
| shareholders of the parent |
Equity attributable to | 14,662,215 | 13,422,786 | 11,761,490 | 12,023,668 | 11,240,380 | 15,037,014 |
| Share capital | 3,711,931 | 3,848,464 | 3,846,549 | 3,842,707 | 3,840,047 | 3,711,931 | |
| Capital surplus | 0 | 40,015 | 36,474 | 31,614 | 27,835 | 0 | |
| Retained | Before distribution |
10,950,284 | 9,534,307 | 7,878,467 | 8,149,347 | 7,372,498 | 11,325,083 |
| earnings | After distribution |
10,950,284 | 9,534,307 | 7,878,467 | 8,149,347 | 7,372,498 | 11,325,083 |
| Other equity interest | 0 | 0 | 0 | 0 | 0 | 0 | |
| Treasury stock | 0 | 0 | 0 | 0 | 0 | 0 | |
| Non-controlling interest |
0 | 0 | 0 | 0 | 0 | 0 |
| Total | Before distribution |
14,662,215 | 13,422,786 | 11,761,490 | 12,023,668 | 11,240,380 | 15,037,014 |
|---|---|---|---|---|---|---|---|
| equity | After distribution |
14,662,215 | 13,422,786 | 11,761,490 | 12,023,668 | 11,240,380 | 15,037,014 |
Note 1: Financial information for the three months ended March 31, 2021 was reviewed by CPAs, Angela Chuang and Hielleen Chang, of ShineWing Taiwan.
Note 2: Numbers after distribution in the table above were determined based on resolutions of the shareholders' meeting of the following year.
| (In Thousands of New Taiwan Dollars) | |||||||
|---|---|---|---|---|---|---|---|
| Financial Information for the Past Five Fiscal Years | Financial Information for the |
||||||
| Item | Year | 2020 | 2019 | 2018 | 2017 | 2016 | Three Months Ended March 31, 2021 (Note 1) |
| Current assets | 31,179,718 | 34,751,912 | 32,031,785 | 31,319,833 | 30,833,356 | - | |
| equipment | Property, plant and | 2,476 | 3,247 | 4,523 | 5,576 | 190 | - |
| Intangible assets | 166,676 | 170,714 | 175,171 | 179,163 | 182,812 | - | |
| Other assets | 914,810 | 1,015,634 | 957,905 | 1,015,356 | 770,257 | - | |
| Total assets | 32,263,680 | 35,941,507 | 33,169,384 | 32,519,928 | 31,786,615 | - | |
| Current | Before distribution |
10,614,125 | 15,126,233 | 15,261,193 | 15,669,549 | 16,942,625 | - |
| liabilities | After distribution |
10,614,125 | 15,126,233 | 15,261,193 | 15,669,549 | 16,942,625 | - |
| Non-current liabilities |
6,987,340 | 7,392,488 | 6,146,701 | 4,826,711 | 3,603,610 | - | |
| Total | Before distribution |
17,601,465 | 22,518,721 | 21,407,894 | 20,496,260 | 20,546,235 | - |
| liabilities | After distribution |
17,601,465 | 22,518,721 | 21,407,894 | 20,496,260 | 20,546,235 | - |
| parent | Equity attributable to shareholders of the |
14,662,215 | 13,422,786 | 11,761,490 | 12,023,668 | 11,240,380 | - |
| Share capital | 3,711,931 | 3,848,464 | 3,846,549 | 3,842,707 | 3,840,047 | - | |
| Capital surplus | 0 | 40,015 | 36,474 | 31,614 | 27,835 | - | |
| Retained | Before distribution |
10,950,284 | 9,534,307 | 7,878,467 | 8,149,347 | 7,372,498 | - |
| earnings | After distribution |
10,950,284 | 9,534,307 | 7,878,467 | 8,149,347 | 7,372,498 | - |
| Other equity interest | 0 | 0 | 0 | 0 | 0 | - |
2. IFRSs (Parent company only)
| Treasury stock | 0 | 0 | 0 | 0 | 0 | - | |
|---|---|---|---|---|---|---|---|
| Non-controlling | 0 | 0 | 0 | 0 | 0 | - | |
| interest | |||||||
| Before | |||||||
| Total | distribution | 14,662,215 | 13,422,786 | 11,761,490 | 12,023,668 | 11,240,380 | - |
| equity | After distribution |
14,662,215 | 13,422,786 | 11,761,490 | 12,023,668 | 11,240,380 | - |
Note 1: The Company did not prepare parent company only financial statements for the three months ended March 31, 2021.
Note 2: Numbers after distribution in the table above were determined based on resolutions of the shareholders' meeting of the following year.
(II) Condensed statements of comprehensive income
| (In Thousands of New Taiwan Dollars) | ||||||
|---|---|---|---|---|---|---|
| Year | Financial Information for the Past Five Fiscal Years | Financial Information for the |
||||
| Item | 2020 | 2019 | 2018 | 2017 | 2016 | Three Months Ended March 31, 2021 (Note 1) |
| Operating revenue |
8,667,849 | 5,990,199 | 3,297,861 | 4,184,936 | 2,620,841 | 1,433,628 |
| Gross profit | 2,983,725 | 2,591,376 | 1,179,447 | 1,572,625 | 1,176,295 | 583,860 |
| Operating income |
2,174,701 | 1,944,932 | 662,903 | 989,070 | 763,888 | 454,161 |
| Non-operating | ||||||
| income and | (241,777) | (141,698) | (115,923) | (132,600) | (127,826) | (40,693) |
| expenses | ||||||
| Net income | 1,932,924 | 1,803,234 | 546,980 | 856,470 | 636,062 | 413,468 |
| (loss) before tax | ||||||
| Net income from | ||||||
| continuing | 1,684,892 | 1,656,570 | 497,247 | 774,994 | 571,534 | 374,799 |
| operations | ||||||
| Loss from | ||||||
| discontinued | 0 | 0 | 0 | 0 | 0 | 0 |
| operations | ||||||
| Net income | ||||||
| (loss) | 1,684,892 | 1,656,570 | 497,247 | 774,994 | 571,534 | 374,799 |
| Other | ||||||
| comprehensive | (216) | (730) | 414 | 1,855 | (1,560) | 0 |
| income (after tax) |
- IFRSs (Consolidated)
| Total | ||||||
|---|---|---|---|---|---|---|
| comprehensive | 1,684,676 | 1,655,840 | 497,661 | 776,849 | 569,974 | 374,799 |
| income | ||||||
| Net income | ||||||
| attributable to | 1,684,676 | 1,655,840 | 497,661 | 776,849 | 569,974 | 374,799 |
| shareholders of | ||||||
| the parent | ||||||
| Net income | ||||||
| attributable to | ||||||
| non-controlling | 0 | 0 | 0 | 0 | 0 | 0 |
| interests | ||||||
| Total | ||||||
| comprehensive | ||||||
| income | ||||||
| attributable to | 1,684,676 | 1,655,840 | 497,661 | 776,849 | 569,974 | 374,799 |
| shareholders of | ||||||
| the parent | ||||||
| Total | ||||||
| comprehensive | ||||||
| income | ||||||
| attributable to | 0 | 0 | 0 | 0 | 0 | 0 |
| non-controlling | ||||||
| interests | ||||||
| Earnings per | ||||||
| share (EPS) | 4.48 | 4.31 | 1.29 | 2.02 | 1.49 | 1.01 |
Note 1: Financial information for the three months ended March 31, 2021 was reviewed by CPAs, Angela Chuang and Hielleen Chang, of ShineWing Taiwan.
2. IFRSs (Parent company only)
(In Thousands of New Taiwan Dollars)
| Year | Financial Information for the Past Five Fiscal Years | Financial Information for the |
||||
|---|---|---|---|---|---|---|
| Item | 2020 | 2019 | 2018 | 2017 | 2016 | Three Months Ended March 31, 2021 (Note 1) |
| Operating revenue | 8,488,200 | 5,5804,813 | 3,160,868 | 4,131,667 | 2,620,841 | - |
| Gross profit | 2,912,827 | 2,508,946 | 1,129,254 | 1,529,651 | 1,176,295 | - |
| Operating income | 2,245,367 | 1,999,424 | 740,427 | 1,074,111 | 772,141 | - |
| Non-operating income and expenses |
(312,449) | (196,170) | (200,248) | (212,620) | (134,679) | - |
| Net income (loss) before tax |
1,932,918 | 1,803,254 | 540,179 | 861,491 | 637,462 | - |
| Net income from continuing operations |
1,684,892 | 1,656,570 | 497,247 | 774,994 | 571,534 | - |
| Loss from discontinued operations |
0 | 0 | 0 | 0 | 0 | - |
| Net income (loss) | 1,684,892 | 1,656,570 | 497,247 | 774,994 | 571,534 | - |
| Other comprehensive income (after tax) |
(216) | (730) | 414 | 1,855 | (1,560) | - |
| Total comprehensive income |
1,684,676 | 1,655,840 | 497,661 | 776,849 | 569,974 | - |
| Net income attributable to shareholders of the parent |
- | - | - | - | - | |
| Net income attributable to non controlling interests |
- | - | - | - | - | |
| Total comprehensive income attributable to shareholders of the parent |
- | - | - | - | - |
| Total | ||||||
|---|---|---|---|---|---|---|
| comprehensive | ||||||
| income attributable | - | - | - | - | - | |
| to non-controlling | ||||||
| interests | ||||||
| Earnings per share | ||||||
| (EPS) | 4.48 | 4.31 | 1.29 | 2.02 | 1.49 | - |
Note 1: The Company did not prepare parent company only financial statements for the three months ended March 31, 2021.
Note 2: The amounts of capitalized interest in each year are as follows:
| Year | Amount (In Thousands of NT\$) |
|---|---|
| 2016 | 191,424 |
| 2017 | 175,627 |
| 2018 | 185,924 |
| 2019 | 139,955 |
| 2020 | 42,182 |
(III) Names of CPAs and audit opinions for the past five fiscal years:
| Year | Name of CPA Firm | CPA | Audit Opinion |
|---|---|---|---|
| 2016 | Tiaoho & Co. | Angela Chuang, Hielleen Chang (Note 1) |
An Unqualified Opinion |
| 2017 | Tiaoho & Co. | Angela Chuang, Hielleen Chang |
An Unqualified Opinion |
| 2018 | ShineWing Taiwan (Note 2) | Angela Chuang, Hielleen Chang |
An Unqualified Opinion |
| 2019 | ShineWing Taiwan | Angela Chuang, Hielleen Chang |
An Unqualified Opinion |
| 2020 | ShineWing Taiwan | Angela Chuang, Hielleen Chang |
An Unqualified Opinion |
Note 1: The CPA was changed due to administrative adjustments within the CPA firm.
Note 2: The Company's CPA firm changed from Tiaoho & Co. to ShineWing Taiwan as the former joined the latter.
II. Financial Analyses for the Past Five Fiscal Years:
(I) Financial analyses:
1. IFRSs (Consolidated)
| Year | Financial Analyses for the Past Five Fiscal Years |
|||||||
|---|---|---|---|---|---|---|---|---|
| Item | 2020 | 2019 | 2018 | 2017 | 2016 | March 31, 2021 | ||
| Debt Ratio | 54.72 | 62.78 | 64.69 | 63.20 | 64.65 | 53.06 | ||
| Financial Structure % |
Long-term Fund to Property, Plant and Equipment Ratio |
2,682.96 | 2,379.92 | 1,935.86 | 1,640.10 | 1,957.74 | 2,787.12 | |
| Current Ratio | 291.53 | 228.55 | 208.67 | 198.61 | 181.92 | 305.43 | ||
| Solvency % | Quick Ratio | 15.18 | 3.99 | 1.73 | 2.55 | 1.86 | 7.40 | |
| Times Interest Earned | 7.57 | 5.84 | 2.12 | 3.07 | 2.33 | 5.07 | ||
| Average Collection Turnover (Times) |
55.78 | 68.73 | 225.74 | 196.52 | 136.63 | 9.48 | ||
| Days Sales Outstanding |
6.54 | 5.31 | 1.62 | 1.86 | 2.67 | 38.50 | ||
| Inventory Turnover (Times) |
0.18 | 0.10 | 0.07 | 0.09 | 0.05 | 0.03 | ||
| Operating Performance |
Average Payment Turnover (Times) |
4.32 | 2.36 | 1.63 | 1.74 | 0.80 | 0.94 | |
| Average Inventory Turnover Days |
2,027.77 | 3,650.00 | 5,214.28 | 4,055.55 | 7,300.00 | 12,659.36 | ||
| Property, Plant and Equipment Turnover (Times) |
10.42 | 6.75 | 3.42 | 4.74 | 4.41 | 1.82 | ||
| Total Assets Turnover (Times) |
0.27 | 0.17 | 0.10 | 0.13 | 0.08 | 0.04 | ||
| Return on Total Assets (%) |
5.50 | 5.25 | 1.84 | 2.80 | 2.22 | 1.28 | ||
| Return on Equity (%) | 12.00 | 13.16 | 4.18 | 6.66 | 5.22 | 2.52 | ||
| Profitability | Net Income before Income Tax to Paid-in Capital Ratio (%) |
52.07 | 46.86 | 14.22 | 22.29 | 16.56 | 11.14 | |
| Net Margin (%) | 19.44 | 27.65 | 15.08 | 18.52 | 21.81 | 26.14 | ||
| EPS (NT\$) | 4.48 | 4.31 | 1.29 | 2.02 | 1.49 | 1.02 | ||
| Cash Flow Ratio (%) | 47.78 | 0.36 | Note 2 | Note 2 | Note 2 | 5.46 | ||
| Cash Flows | Cash Flow Adequacy Ratio (%) |
84.60 | 0.67 | Note 2 | Note 2 | Note 2 | 118.46 | |
| Cash Flow Reinvestment Ratio (%) |
23.48 | 0.26 | Note 2 | Note 2 | Note 2 | 2.50 | ||
| Operating Leverage | 1.07 | 1.09 | 1.26 | 1.23 | 1.23 | 122.46 | ||
| Leverage | Financial Leverage | 1.13 | 1.12 | 1.26 | 1.18 | 1.23 | 111.05 |
Reasons for significant changes in financial ratios in the past two fiscal years:
-
Quick Ratio: The increase of 280.45% from 3.99% in 2019 to 15.18% in 2020 was mainly due to a significant decrease of NT\$4,517,670 thousand in current liabilities in 2020.
-
Inventory Turnover: The increase of 80.00% from 0.10% in 2019 to 0.18% in 2020 was mainly due to an increase of 67.24% in the cost of revenue in 2020. 3. Average Payment Turnover: The increase of 83.05% from 2.36 times in 2019 to 4.32 times in 2020 was mainly due to an increase of 67.24% in the cost of revenue in 2020.
-
Average Inventory Turnover Days: The decrease of 44.44% from 3,650.00 days in 2019 to 2,027.77 days in 2020 was mainly due to an increase in inventory turnover.
-
Property, Plant and Equipment Turnover: The increase of 54.37% from 6.75 times in 2019 to 10.42 times in 2020 was mainly due to an increase of 44.70% in net revenue in 2020.
-
Total Assets Turnover: The increase of 58.82% from 0.17 times in 2019 to 0.27 times in 2020 was mainly due to an increase of 44.70% in net revenue in 2020.
-
Cash Flow Ratio: The increase of 13,172.22% from 0.36% in 2019 to 47.78% in 2020 was mainly due to an increase of 9,272.50% in net cash provided by operating activities in 2020.
-
Cash Flow Adequacy Ratio: The increase of 12,526.87% from 0.67% in 2019 to 84.60% in 2020 was due to the same reason as the increase in cash flow ratio. 9. Cash Flow Reinvestment Ratio: The increase of 8,930.77% from 0.26% in 2019 to 23.48% in 2020 was due to the same reason as the increase in cash flow
ratio. Note 1: The financial information above has been audited by CPAs.
Note 2: As net cash provided by operating activities was a negative number, the ratio was not calculated.
| Year | Financial Analyses for the Past Five Fiscal | For the Three Months Ended |
|||||
|---|---|---|---|---|---|---|---|
| Item | Years | March 31, | |||||
| 2020 | 2019 | 2018 | 2017 | 2016 | 2021 (Note 3) | ||
| Debt Ratio | 54.56 | 62.65 | 64.54 | 63.03 | 64.64 | - | |
| Financial Structure % |
Long-term Fund to Property, Plant and Equipment Ratio |
2,869.26 | 2,521.84 | 2,020.73 | 1,710.30 | 1,972.25 | - |
| Current Ratio | 293.76 | 229.75 | 209.89 | 199.88 | 181.99 | - | |
| Solvency % | Quick Ratio | 14.51 | 3.47 | 1.12 | 2.00 | 1.85 | - |
| Times Interest Earned | 7.60 | 5.87 | 2.10 | 3.09 | 2.33 | - | |
| Average Collection Turnover (Times) |
56.47 | 72.39 | 399.45 | 220.73 | 136.63 | - | |
| Days Sales Outstanding |
6.46 | 5.04 | 0.91 | 1.65 | 2.67 | - | |
| Inventory Turnover (Times) |
0.18 | 0.10 | 0.07 | 0.09 | 0.05 | - | |
| Operating Performance |
Average Payment Turnover (Times) |
4.29 | 2.31 | 1.58 | 1.74 | 0.80 | - |
| Average Inventory Turnover Days |
2,027.77 | 3,650.00 | 5,214.28 | 4,055.55 | 7,300.00 | - | |
| Property, Plant and Equipment Turnover (Times) |
10.86 | 6.88 | 3.42 | 4.82 | 4.43 | - | |
| Total Assets Turnover (Times) |
0.26 | 0.16 | 0.10 | 0.13 | 0.08 | - | |
| Return on Total Assets (%) |
5.51 | 5.26 | 1.85 | 2.80 | 2.22 | - | |
| Return on Equity (%) | 12.00 | 13.16 | 4.18 | 6.66 | 5.22 | - | |
| Profitability | Net Income before Income Tax to Paid-in Capital Ratio (%) |
52.07 | 46.86 | 14.04 | 22.42 | 16.60 | |
| Net Margin (%) | 19.85 | 28.54 | 15.73 | 18.76 | 21.81 | - | |
| EPS (NT\$) | 4.49 | 4.31 | 1.29 | 2.02 | 1.49 | - |
2. IFRSs (Parent company only)
| Cash Flow Ratio (%) | 48.74 | 0.62 | Note 2 | Note 2 | Note 2 | - | |
|---|---|---|---|---|---|---|---|
| Cash Flow Adequacy Ratio (%) |
87.14 | 1.15 | Note 2 | Note 2 | Note 2 | - | |
| Cash Flows | Cash Flow Reinvestment Ratio (%) |
24.83 | 0.47 | Note 2 | Note 2 | Note 2 | - |
| Operating Leverage | 1.06 | 1.08 | 1.20 | 1.14 | 1.22 | - | |
| Leverage | Financial Leverage | 1.12 | 1.11 | 1.23 | 1.17 | 1.23 | - |
Reasons for significant changes in financial ratios in the past two fiscal years:
-
- Quick Ratio: The increase of 318.16% from 3.47% in 2019 to 14.51% in 2020 was mainly due to a significant decrease of NT\$4,512,108 thousand in current liabilities in 2020.
-
- Inventory Turnover: The increase of 80.00% from 0.10% in 2019 to 0.18% in 2020 was mainly due to an increase of 69.16% in the cost of revenue in 2020.
-
- Average Payment Turnover: The increase of 85.71% from 2.31 times in 2019 to 4.29 times in 2020 was mainly due to an increase of 69.16% in the cost of revenue in 2020.
-
- Average Inventory Turnover Days: The decrease of 44.44% from 3,650.00 days in 2019 to 2,027.77 days in 2020 was mainly due to an increase in inventory turnover.
-
- Property, Plant and Equipment Turnover: The increase of 57.85% from 6.88 times in 2019 to 10.86 times in 2020 was mainly due to an increase of 46.23% in net revenue in 2020.
-
- Total Assets Turnover: The increase of 62.50% from 0.16 times in 2019 to 0.26 times in 2020 was mainly due to an increase of 46.23% in net revenue in 2020.
-
- Cash Flow Ratio: The increase of 7,761.29% from 0.62% in 2019 to 48.74% in 2020 was mainly due to an increase of 5,458.07% in net cash provided by operating activities in 2020.
-
Cash Flow Adequacy Ratio: The increase of 7477.39% from 1.15% in 2019 to 87.14% in 2020 was due to the same reason as the increase in cash flow ratio.
-
Cash Flow Reinvestment Ratio: The increase of 5,182.98% from 0.47% in 2019 to 24.83% in 2020 was due to the same reason as the increase in cash flow ratio.
Note 1: The financial information above has been audited by CPAs.
Note 2: As net cash provided by operating activities was a negative number, the ratio was not calculated.
Note 3: The Company did not prepare parent company only financial statements for the three months ended March 31, 2021. Financial analysis was done based on the consolidated financial statements.
(II) Formulas of financial analysis
*IFRSs
1. Financial structure
- (1) Debt Ratio = Total Liabilities / Total Assets
- (2) Long-term Fund to Property, Plant and Equipment Ratio = (Equity + Noncurrent Liabilities) / Net Property, Plant and Equipment
2. Solvency
- (1) Current Ratio = Current Assets / Current Liabilities
- (2) Quick Ratio = (Current Assets Inventories Prepaid Expenses) / Current Liabilities
- (3) Times Interest Earned = Income before Interest and Taxes / Interest Expenses
3. Operating performance
- (1) Average Collection Turnover (includes accounts receivable and notes receivable from operations) = Net Revenue / Average Trade Receivables (includes accounts receivable and notes receivable from operations)
- (2) Days Sales Outstanding = 365 / Average Collection Turnover
- (3) Inventory Turnover = Cost of Revenue / Average Inventory
- (4) Average Payment Turnover (includes accounts payable and notes payable from operations) = Cost of Revenue / Average Trade Payables (includes accounts payable and notes payable from operations)
- (5) Average Inventory Turnover Days = 365 / Inventory Turnover
- (6) Property, Plant and Equipment Turnover = Net Revenue / Average Net Property, Plant and Equipment
- (7) Total Assets Turnover = Net Revenue / Average Total Assets
4. Profitability
- (1) Return on Total Assets = (Net Income (Loss) + Interest Expenses * (1 Tax Rate)) / Average Total Assets
- (2) Return on Equity = Net Income (Loss) / Average Equity
- (3) Net Margin = Net Income (Loss) / Net Revenue
- (4) EPS = (Net Income Attributable to Owners of the Parent Company Preferred Stock Dividend) / Weighted Average Number of Issued Shares
5. Cash flows
- (1) Cash Flow Ratio = Net Cash Provided by Operating Activities / Current Liabilities
- (2) Cash Flow Adequacy Ratio = Five-year Sum of Cash from Operations / Fiveyear Sum of Capital Expenditures, Inventory Additions, and Cash Dividend
- (3) Cash Flow Reinvestment Ratio = (Net Cash Provided by Operating Activities - Cash Dividends) / (Gross Property, Plant and Equipment + Long-term Investments + Other Non-current Assets + Working Capital)
6. Leverage:
- (1) Operating Leverage = (Net Operating Revenue Variable Cost) / Operating Income
- (2) Financial Leverage = Operating Income / (Operating Income Interest Expenses)
III. Supervisor or Audit Committee's Review Report for the Most Recent Fiscal Year's Financial Statement
Audit Committee's Review Report
The Board of Directors has prepared the Company's 2020 business report, financial statements and earnings distribution proposal. The financial statements were audited by ShineWing Taiwan with independent auditors' reports issued. The above-mentioned business report, financial statements, and earnings distribution proposal have been reviewed and determined to be accurate by the Audit Committee. According to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act, we hereby submit this report.
To
2021 Annual Shareholder's Meeting of King's Town Construction Co., Ltd.
King's Town Construction Co., Ltd. Convener of the Audit Committee: Ming-Te Chang
March 24, 2021
IV. Financial Statements for the Most Recent Fiscal Year
Declaration of Consolidated Financial Statements of Affiliates
In 2020 (from January 1 to December 31, 2020), pursuant to "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises," the Company's entities that shall be included in preparing the Consolidated Financial Statements of Affiliates and the Parent-Subsidiary Consolidated Financial Statements for International Financial Reporting Standards (IFRS) 10 are the same. Moreover, the disclosure information required for the Consolidated Financial Statements of Affiliates has been fully disclosed in the aforementioned Parent-Subsidiary Consolidated Financial Statements; hence, a separate Consolidated Financial Statements of Affiliates will not be prepared.
Sincerely,
King's Town Construction Co., Ltd.
Responsible person: Tsai, Tien-Tsan
March 24, 2021
Independent Auditors' Report
March 24, 2021
(2021) ShineWing Taiwan Audit Report No. 017
To: King's Town Construction Co., Ltd.
Audit opinion
We have audited the accompanying consolidated balance sheet of King's Town Construction Co., Ltd. and its subsidiaries as of December 31, 2019 and 2018, and the related consolidated statements of comprehensive income, changes in shareholders equity, cash flows for the years then ended, and notes of the consolidated financial statements (including a summary of significant accounting policies).
In our opinion, based on our audits and other auditors' reports (please refer to the Other Matters section), the Consolidated Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission in all material aspects, and are considered to have reasonably expressed the consolidated financial conditions of King s Town Construction Co., Ltd. and its subsidiaries as of December 31, 2020 and 2019, as well as the consolidated financial performance and consolidated cash flows from January 1 to December 31, 2020 and 2019.
Basis for Opinions
We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We are independent of King's Town Construction Co., Ltd. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Norm. Based on our audits and the reports of the other auditors, we believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of King's Town Construction Co., Ltd. and its subsidiaries for the year ended December 31, 2019. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Consolidated Financial Statements of King's Town Construction Co., Ltd. and its subsidiaries for the year ended December 31, 2019 are stated as follows:
Inventory evaluation
Refer to Note IV(X) to the consolidated financial statements for accounting policies regarding inventory valuation; Note V(I) for the uncertainty of accounting estimates and assumptions regarding inventory valuation; and Note VI(V) for details of inventory accounting subjects.
The inventories of King's Town Construction Co., Ltd. and its subsidiaries are material to the consolidated balance sheet. Inventories are evaluated in accordance with IFRS, IAS, and IFRIC Interpretations, and SIC Interpretations as endorse by the Financial Supervisory Commission. Inventories are stated at the lower of cost or net realizable value. The net realizable value of the real estate is not easily determined because of factors such as supply and demand in the domestic real estate market, natural disasters, government policies and economic conditions. Therefore, we have identified inventory evaluation as one of the key audit matters for the year.
Our auditing procedures include, but are not limited to, considering the vulnerability of sales prices to changes in external market factors, inquiring into the selling prices of neighboring areas or evaluating whether the selling prices of units sold have decreased; comparing the actual selling prices of properties for sale with the original inventory costs to assess the impairment of inventory values, and reviewing comparative market analysis of newly acquired land for development to assess whether the net realizable value of inventories is fairly stated.
Recognition of revenue from the sale of real estate
Refer to Note IV(XIX) for the accounting policies on revenue and cost recognition and Note VI(XXI) to the parent company only financial statements for the details of revenue recognition.
Revenue from the sale of real estate in the construction industry is recognized when the transfer of title to the real estate is completed and the actual delivery of the real estate is made. The appropriateness of the timing of revenue recognition is material to the financial statements as a whole. Since there are many parties involved in the sale of real estate, and considering that many people are involved in the interdepartmental aggregation and transmission of transfer and delivery information and that there may be gaps in the periods, we have recognized the revenue from the sale of real estate of King's Town Construction Co., Ltd. and its subsidiaries as one of the key audit matters for the year.
We conducted our audits to test the effectiveness of the design and implementation of internal control systems over the revenue and collection processes of King's Town Construction Co. Ltd. and its subsidiaries. We also reviewed the appropriateness of the vesting period of the proceeds from the sale of real estates for the period immediately preceding and following the period end date to ensure that the proceeds from the sale of premises meet the criteria for revenue recognition.
Other Matters - Parent company only financial statements
King's Town Construction Co. Ltd. has also compiled Individual Financial Statements for 2020 and 2019, and they have also received an unqualified audit opinion from our CPA for your reference.
Other Matters - Adoption of other independent accountants
The financial reports for some of the investees listed in King's Town Construction Co. Ltd. and its subsidiaries' Consolidated Financial Statements pursuant to the equity method have not been audited by this CPA and were inspected by other CPAs. Therefore, the opinions on the consolidated financial statements listed above concerning the amount listed in the financial statements of such companies and the relevant information disclosed in Note XIII are based on the audit reports of the other CPAs. The amounts of investment accounted for using the equity method in the aforementioned companies are NT\$15,566 thousand and NT\$14,786 thousand as of December 31, 2020, and 2019, which constitute 0.02% and 0.04% of consolidated total assets, respectively. For the aforementioned companies, the recognized comprehensive income are NT\$5,777 thousand and NT\$5,552 thousand for the years ended December 31, 2020, and 2019, which constitute 0.34% of consolidated total comprehensive income.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
The Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers , and IFRS, IAS, IFRIC Interpretations, and SIC Interpretations as endorsed by the Financial Supervisory Commission, and for such internal control as the management determines is necessary to enable the preparation of the consolidated financial statements to be free from significant misstatement whether due to fraud or error.
In preparing the consolidated financial statements, the management is responsible for assessing the ability of King's Town Construction Co. Ltd. and its subsidiaries as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate King's Town Construction Co. Ltd. and its subsidiaries or to create operations, or has no realistic alternative but to do so.
The governance unit of King's Town Construction Co. Ltd. and its subsidiaries (including the Audit Committee or supervisors) is responsible for supervising the financial reporting process.
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error If fraud or errors are considered significant, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following works:
-
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design, and perform audit procedures responsive risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. The risk of not detecting a significant misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in King's Town Construction Co., Ltd. and its subsidiaries.
-
- Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management
-
- Conclude the appropriateness of the use of the going concern basis of accounting by the management, and based on the audit evidence obtained, whether a significant uncertainty exists related to events or conditions that may cast significant doubt on King's Town Construction Co., Ltd. and its subsidiaries and its ability to continue as a going concern. If we conclude that a significant uncertainty exists, we are required to draw attention in auditor's report to the related disclosures in the consolidated financial statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause King's Town Bank Co., Ltd. and its subsidiaries to cease to continue as a going concern.
-
- Evaluate the overall expression, structure, and content of the consolidated financial statements (including related notes) and whether the consolidated financial statements include the relevant transactions and events expressed adequately.
-
Obtain sufficient and appropriate audit evidence for the consolidated financial information of the King's Town Construction Co. Ltd. and its subsidiaries to express an opinion on the consolidated financial statements. We are responsible for guiding, supervising, and implementing of the group audit. We remain solely responsible for our opinion.
We communicate the following events with the governance unit, including the planned scope and audit time, as well as major audit findings (including significant deficiencies of internal control identified during the audit process).
We also provide a statement to the governance unit that the personnel of the CPA Firm who are subject to the regulation of independence are indeed complying with the independence requirements in accordance with the Code of Professional Ethics. Also, they communicate to the governance unit all relationships and matters (including related protective measures) that may be considered as affecting our independence.
We use the matters communicated with the governance unit to decide the Key Audit Matters for the audit of the 2020 consolidated financial statements of King's Town Construction Co., Ltd., and its subsidiaries. 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.
ShineWing Taiwan CPA: Chuang, Shu-Yuan
CPA: Chang, Jui-Ling
| Financial Supervisory Commission Approval No. | Financial Supervisory Commission Approval No. |
|---|---|
| FSC Letter Jin-Guan-Zheng-Shen No. | FSC Letter Jin-Guan-Zheng-Shen No. |
| 1070345892 | 1070345892 |
| 11XX | Current assets |
|---|---|
| 1110 | Financial assets at fair value through profit or loss |
| 1180 | Net trade receivables |
| 1210 | Other receivables |
| 1476 | Other financial assets |
| 15XX | -current assets Non |
| 1755 | Net right |
| 1930 | Long |
| 15xx | Total non |
| December 31, 2020 | December 31, 2019 | |||||
|---|---|---|---|---|---|---|
| Assets | Note | Amount | % | Amount | % | |
| 11XX | Current assets | |||||
| 1100 | Cash and cash equivalents | IV, VI(I) | \$624,909 | 1.93 | \$394,662 | 1.10 |
| 1110 | current - Financial assets at fair value through profit or loss |
IV, VI(II) | 89,930 | 0.28 | 87,400 | 0.24 |
| 1150 | Net notes receivable | IV, VI(III) | 40,159 | 0.12 | 56,710 | 0.16 |
| 1170 | Net trade receivables | IV, VI(III) | 105,997 | 0.33 | 55,657 | 0.16 |
| 1173 | Net installment receivables | IV, VI(III) | 0 | 0.00 | 195 | 0.00 |
| 1180 | related parties - Net trade receivables |
IV, VI(III), VII | 2 | 0.00 | 10 | 0.00 |
| 1200 | Other receivables | IV, VI(IV) | 750,063 | 2.32 | 96 | 0.00 |
| 1210 | related parties - Other receivables |
IV, VI(IV), VII | 277 | 0.00 | 325 | 0.00 |
| 1220 | Current tax assets | IV, VI(XXVI) | 2,556 | 0.01 | 0 | 0.00 |
| 1320 | Inventories | IV, VI(V), VIII | 29,186,432 | 90.13 | 33,672,307 | 93.37 |
| 1470 | Other current assets | VI(VI) | 471,217 | 1.46 | 576,566 | 1.60 |
| 1476 | current - Other financial assets |
VI(VII), VIII | 6,479 | 0.02 | 2,069 | 0.00 |
| 11XX | Total current assets | \$31,278,021 | 96.60 | \$34,845,997 | 96.63 | |
| 15XX | -current assets Non |
|||||
| 1510 | Financial assets at fair value through profit and loss | IV, VI(II) | \$82 | 0.00 | \$82 | 0.00 |
| 1550 | Investments accounted for using the equity method | IV, VI(VIII) | 15,566 | 0.05 | 14,786 | 0.04 |
| 1600 | Property, plant, and equipment | IV, VI(IX) | 802,258 | 2.48 | 862,082 | 2.39 |
| 1755 | -of-use assets Net right |
IV, VI(X) | 62,731 | 0.19 | 64,245 | 0.18 |
| 1780 | Intangible assets | IV, VI(XI) | 169,290 | 0.52 | 173,523 | 0.48 |
| 1840 | Deferred tax assets | IV, VI(XXVI) | 16,959 | 0.05 | 11,294 | 0.03 |
| 1920 | Refundable deposits | VIII | 34,307 | 0.11 | 38,594 | 0.11 |
| 1930 | -term notes and trade receivable Long |
IV, VI(III) | 0 | 0.00 | 52,000 | 0.14 |
| 15xx | -current assets Total non |
\$1,101,193 | 3.40 | \$1,216,606 | 3.37 | |
| 1xxx | Total assets | \$32,379,214 | 100.00 | \$36,062,603 | 100.00 | |
| (Continued) |
Consolidated Balance Sheets As of December 31, 2020 and 2019
| December 31, 2020 | December 31, 2019 | ||||
|---|---|---|---|---|---|
| Liabilities and equity | Note | Amount | % | Amount | % |
| Current liabilities 21XX |
|||||
| Short-term borrowings 2100 |
IV, VI(XII), VII, VIII | \$4,488,806 | 13.86 | \$4,955,779 | 13.74 |
| Short-term bills payable 2110 |
VI(XII), VII, VIII | 4,208,307 | 13.00 | 4,278,153 | 11.86 |
| Contract liabilities - current 2130 |
VI(XXI), VII | 515,086 | 1.59 | 490,496 | 1.36 |
| Notes payable 2150 |
IV | 80,309 | 0.25 | 15,041 | 0.04 |
| Notes payable - related parties 2160 |
IV, VII | 120,006 | 0.37 | 120,652 | 0.33 |
| Trade payables 2170 |
IV | 40,901 | 0.13 | 64,952 | 0.18 |
| Trade payables - related parties 2180 |
IV, VII | 784,797 | 2.42 | 1,405,606 | 3.90 |
| Other payables 2200 |
72,930 | 0.23 | 85,508 | 0.24 | |
| Other payables - related parties 2220 |
VII | 208 | 0.00 | 214 | 0.00 |
| Current tax liabilities 2230 |
IV | 156,680 | 0.48 | 73,990 | 0.21 |
| Provisions - current 2250 |
IV, VI(XIII) | 35,817 | 0.11 | 31,504 | 0.09 |
| Lease liabilities - current 2280 |
VI(XVI) | 1,062 | 0.00 | 1,044 | 0.00 |
| Other current liabilities - others 2399 |
966 | 0.00 | 193 | 0.00 | |
| Long-term borrowings due within one operating cycle 2322 |
VI(XV), VII, VIII | 135,833 | 0.42 | 3,634,000 | 10.08 |
| Collection 2335 |
VI(XIV), VII | 87,243 | 0.27 | 89,489 | 0.25 |
| Total current liabilities 21XX |
\$10,728,951 | 33.13 | \$15,246,621 | 42.28 | |
| Non-current liabilities 25XX |
|||||
| Long-term borrowings 2540 |
VI(XV), VII, VIII | \$6,862,034 | 21.19 | \$7,094,055 | 19.67 |
| Deferred tax liabilities 2570 |
VI(XXVI) | 38,408 | 0.12 | 73,275 | 0.20 |
| Lease liabilities - non-current 2580 |
VI(XVI) | 62,628 | 0.19 | 63,690 | 0.18 |
| Net defined benefit liabilities - non-current 2640 |
IV, VI(XXIV) | 21,392 | 0.07 | 24,632 | 0.07 |
| Deposits received 2645 |
IV, VI(XVII), VII | 3,586 | 0.01 | 137,544 | 0.38 |
| Total non-current liabilities 25xx |
\$6,988,048 | 21.58 | \$7,393,196 | 20.50 | |
| Total liabilities 2XXX |
\$17,716,999 | 54.71 | \$22,639,817 | 62.78 | |
| Equity 3XXX |
|||||
| Share capital - ordinary shares 3110 |
VI(XVIII) | \$3,711,931 | 11.46 | \$3,848,464 | 10.67 |
| Paid-in capital - ordinary shares premium 3211 |
VI(XIX) | 0 | 0.00 | 40,015 | 0.11 |
| Retained earnings 3300 |
|||||
| Legal reserve 3310 |
VI(XX) | \$1,371,436 | 4.24 | 1,205,779 | 3.34 |
| Special reserve 3320 |
VI(XX) | 0 | 0.00 | 0 | 0.00 |
| Unappropriated earnings 3350 |
VI(XXV) | 9,578,848 | 29.59 | 8,328,528 | 23.10 |
| Total retained earnings 3300 |
\$10,950,284 | 33.83 | \$9,534,307 | 26.44 | |
| Total equity 3XXX |
\$14,662,215 | 45.29 | \$13,422,786 | 37.22 | |
| Total liabilities and equity | \$32,379,214 | 100.00 | \$36,062,603 | 100.00 |
(Please refer to the accompanying notes in the financial report)
| Consolidated Statements of Comprehensive Income As of December 31, 2020 and 2019 Unit: NT\$ thousand |
||||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||||
| Code | Account titles | Note | Amount | % | Amount | % | ||
| 4000 | Operating revenue | |||||||
| 4110 | Sales revenue | \$8,669,611 | 100.02 | \$5,990,199 | 100.00 | |||
| 4170 | Sales returns | (1,762) | (0.02) | 0 | 0.00 | |||
| 4100 | Net sales | VI(XXI) | \$8,667,849 | 100.00 | \$5,990,199 | 100.00 | ||
| 5000 | Operating costs | (5,684,124) | (65.58) | (3,398,823) | (56.74) | |||
| 5900 | Gross profit | \$2,983,725 | 34.42 | \$2,591,376 | 43.26 | |||
| 6000 | Operating expenses | VI(XXVII) | ||||||
| 6100 | Selling and marketing expenses | (\$657,796) | (7.59) | (466,879) | (7.79) | |||
| 6200 | General and administrative expenses | (151,228) | (1.74) | (179,565) | (3.00) | |||
| 6000 | Total operating expenses | (\$809,024) | (9.33) | (\$646,444) | (10.79) | |||
| 6900 | Operating income | \$2,174,701 | 43.76 | \$1,944,932 | 32.47 | |||
| 7000 | Non-operating income and expenses | |||||||
| 7100 | Interest income | \$218 | 0.00 | \$285 | 0.00 | |||
| 7010 | Other income | VI(XX) | 16,426 | 0.19 | 15,906 | 0.27 | ||
| 7020 | Other gains and losses | VI(XXII) | (18,509) | (0.21) | 40,073 | 0.67 | ||
| 7050 | Finance costs | VI(XXIII) | (245,689) | (2.83) | (203,514) | (3.40) | ||
| 7060 | Share of profit or loss of associates and joint ventures accounted for using the equity method | VI(VIII) | 5,777 | 0.07 | 5,552 | 0.09 | ||
| 7000 | Total non-operating income and expenses | (\$241,777) | (2.78) | (\$141,698) | (2.37) | |||
| 7900 | Income before tax | \$1,932,924 | 40.98 | \$1,803,234 | 30.10 | |||
| 7950 | Income tax expense | IV, VI(XXVI) | (248,032) | (2.86) | (146,664) | (2.45) | ||
| 8200 | Current net income | \$1,684,892 | 38.12 | \$1,656,570 | 27.65 | |||
| 8300 | Other comprehensive income | |||||||
| 8310 | Items not reclassified to profit or loss | |||||||
| 8311 | Remeasurements of defined benefit plans | IV, VI(XXIV) | (\$270) | 0.00 | (\$912) | (0.02) | ||
| 8349 | Incomes tax expense (gain) related to titles not subject to reclassification | IV, VI(XXVI) | (54) | 0.00 | (182) | (0.00) | ||
| 8300 | Other comprehensive income (after tax) | (\$216) | 0.00 | (\$730) | (0.02) | |||
| 8500 | Total comprehensive income | \$1,684,676 | 38.12 | \$1,655,840 | 27.63 | |||
| 9750 | Basic earnings per share (NT\$) | IV, VI(XXVII) | \$4.48 | \$4.31 | ||||
| 9850 | Diluted earnings per share (NT\$) | IV, VI(XXVII) | \$4.48 | \$4.30 | ||||
| (Please refer to the accompanying notes in the financial report) | ||||||||
| Chairperson: Tianye Investment Co., Ltd. | Representative: Tsai, Tien-Tsan | Manager: Chen, Tien-Chin | Accountant Officer: Liang, Su-Ying | |||||
— 100 —
| Consolidated Statements of Changes in Equity | |
|---|---|
| King's Town Construction Co., Ltd. | |
From January 1 to December 31, 2020 and 2019 Unit: NT\$ thousand
| Ledger Account | Retained earnings | ||||||
|---|---|---|---|---|---|---|---|
| Code | Summary | Share capital | Capital surplus | Legal reserve | Unappropriated earnings | Total | Total equity |
| A1 | Balance as of January 1, 2019 | \$3,846,549 | \$36,474 | \$1,156,054 | \$6,722,413 | \$7,878,467 | \$11,761,490 |
| B1 | Legal reserve | 49,724 | (49,724) | 0 | 0 | ||
| B9 | Employee compensation to capital increase | 1,915 | 3,541 | 0 | 5,456 | ||
| D1 | Net income in 2019 | 1,656,570 | 1,656,570 | 1,656,570 | |||
| D3 | Other comprehensive income in 2019 | (730) | (730) | (730) | |||
| D5 | Total comprehensive income in 2019 | \$1,655,840 | \$1,655,840 | \$1,655,840 | |||
| Z1 | Balance as of December 31, 2019 | \$3,848,464 | \$40,015 | \$1,205,778 | \$8,328,529 | \$9,534,307 | \$13,422,786 |
| A1 | Balance as of January 1, 2020 | \$3,848,464 | \$40,015 | \$1,205,778 | \$8,328,529 | \$9,534,307 | \$13,422,786 |
| B1 | Legal reserve | 165,658 | (165,658) | 0 | 0 | ||
| B9 | Employee compensation to capital increase | 5,357 | 12,858 | 0 | 18,215 | ||
| D1 | Net income in 2020 | 1,684,892 | 1,684,892 | 1,684,892 | |||
| D3 | Other comprehensive income in 2020 | (216) | (216) | (216) | |||
| D5 | Total comprehensive income in 2020 | \$1,684,676 | \$1,684,676 | \$1,684,676 | |||
| L1 | Treasury stock repurchase | ||||||
| L3 | Cancellation of treasury shares | (141,890) | (52,873) | (\$268,699) | (268,699) | (463,462) | |
| Z1 | Balance as of December 31, 2020 | \$3,711,931 | \$0 | \$1,371,436 | \$9,578,848 | \$10,950,284 | \$14,662,215 |
| Note: Employee compensation of NT\$19,524 thousand and NT\$18,215 thousand for 2020 and 2019, respectively, have been deducted from statements of comprehensive income. |
(Please refer to the accompanying notes in the financial report)
King's Town Construction Co., Ltd. and subsidiaries Consolidated Statements of Cash Flows From January 1 to December 31, 2020 and 2019 Unit: NT\$ thousand
| 52,320 Cash and cash equivalent at the beginning of the period (5,552) Decrease in refundable deposits 4,994 Acquisition of intangible assets (39,935) Increase in refundable deposits Treasury stock repurchase cost (\$2,523,464) Decrease in deposits received 231,971 Increase in deposits received equity method 67,751 335,096 400,667 (285) (815) \$1,932,924 69,482 1,471 4,770 7,599 4,313 245,689 10,365 \$336,984 \$68,551 4,485,875 105,349 \$3,859,742 \$64,622 24,690 16,513 (5,777) (218) (710) (50,114) (749,919) (644,860) (1,573) (3,510) Loss on disposal of property, plant, and equipment (including scrapping and transfer to cost Share of profit or loss of associates accounted for using the equity method Net loss (gain) on financial assets at fair value through profit or loss Total revenue, expense and loss that do not affect the cash flows: Revenue, expense and loss that do not affect the cash flows: Increase (decrease) in other current liabilities Decrease in net defined benefit liabilities Decrease (increase) in other receivables Decrease (increase) in notes receivable Increase in contract liabilities - current (Gain) Loss on disposal of investments Changes in operating assets and liabilities Increase (decrease) in trade payable Decrease (increase) in inventories Total net changes in operating assets Decrease in other current assets Net change in operating liabilities Net changes in operating assets Increase in trade receivables Gain (loss) in notes payable Cash flow from operating activities: Increase in other payables Current year net profit before tax Amortization expenses Depreciation expenses Increase in provisions Dividend income Interest expenses Interest income of goods sold) Adjustment items: |
Cash dividends received from long-term investments accounted for using the \$1,803,234 Acquisition of financial assets at fair value through profit or loss Disposal of financial assets at fair value through profit or loss (Increase) Decrease in other financial assets - current (2,601,261) Repayment of the principal portion of lease liabilities 6,540 Recovery of financial assets for capital reduction 1,449 Acquisition of property, plant, and equipment 203,514 Net cash outflow from investing activities (\$108,710) Repayments of short-term bills payable Proceeds from short-term bills payable Repayments of short-term borrowings 586 Repayments of long-term borrowings (291) Cash flows from financing activities: (46,050) Proceeds from long-term borrowings \$237,370 Proceeds from short-term borrowing Cash flow from investing activities: |
2,432 375 4,819 2,540 89 2 28,279,200 25,841,800 (\$47,465) (18,111) (1,168) (3,107) (\$59,596) \$22,997,05 (27,006,48 1) (26,047,80 159,987 4,997 8,871 2,598 0 (\$183,079) (4,410) (17,037) (477) (4,584) (\$33,134) \$24,334,94 (24,801,91 4) (28,346,20 |
|---|---|---|
| 3,962,000 8,465,487 0) 0) |
||
| (4,096,035 ) (7,692,188 ) |
||
| 2,554 (1,026) 0 (1,044) |
||
| (573) (133,958) |
||
| 0 (463,462) |
||
| (\$6,138) Net cash inflow from financing activities | \$154,978 (\$4,862,62 6) |
|
| 19,524 Increase in current cash and cash equivalent | \$230,247 \$150,074 | |
| (1,607) Cash and cash equivalent at the end of the period | 244,588 \$624,909 \$394,662 394,662 |
|
| \$799,862 (\$544,118) Total net changes in operating liabilities |
||
| (\$1,723,602) \$3,315,624 Total net changes in operating assets and liabilities |
||
| \$317,002 \$5,585,532 Cash inflow (outflow) from operating activities |
||
| 284 815 218 710 Dividend received Interest received |
||
| (204,763) (58,646) (252,078) (208,375) Income tax paid Interest paid |
||
| \$54,692 \$5,126,007 Net cash inflow (outflow) from operating activities |
(Please refer to the accompanying notes in the financial report)
Notes to Consolidated Financial Statements 2020 and 2019 (In Thousands of New Taiwan Dollars, unless otherwise specified)
1. Company History
King's Town Construction Co., Ltd (hereinafter referred to as the "Company") was incorporated in 1985. The place of registration are located at 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City/ The Company started trading on Taiwan Stock Exchange Corporation on October 18, 1994. The Company's consolidated financial statements consist of the Company and the Company's subsidiaries (hereinafter collectively referred to as the "Consolidated Company"), which are mainly engaged in residential and building development, lease and sale, development of specific professional areas, zoning and rezoning agency business, and tourist hotel business.
- Approval Date and Procedures of the Financial Statements
The consolidated financial statements were approved for publication by the Board of Directors on March 24, 2021.
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- Application of New, Revised, and Amended Standards and Interpretations
- a. Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) as endorsed by the Financial Supervisory Commission ("FSC") are as follows:
International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations applicable endorsed by the FSC in 2020:
| New Standards, Interpretations | Effective Date of | |
|---|---|---|
| and Amendments | Major Amendments | Issuance by the IASB |
| Amendments to IFRS 3 "Definition of a Business" |
These amendments clarify IFRS 3 - Business Combinations to improve the definition of a business. The amendments will help companies to identify whether the transaction should be handled as a business consolidation or as acquisition of asset. IFRS 3 will continue to adopt market participant's view point in deciding whether an activity or asset combination acquired is a business, including clarifying the minimum requirement of a business, adding guidance to help companies to evaluate whether the acquisition process is substantial, and reducing definition of business and production. |
January 1, 2020 |
| Amendment to IAS 1 and |
The amendments can be | January 1, 2020 |
| New Standards, Interpretations | Effective Date of | ||
|---|---|---|---|
| and Amendments | Major Amendments | Issuance by the IASB | |
| IAS 8 "Definition of | attributable to the redefinition of | ||
| Material" | material information as: | ||
| Information is material if | |||
| omitting, misstating or obscuring | |||
| it could reasonably be expected | |||
| to influence the decisions that | |||
| the primary users of general | |||
| purpose financial statements | |||
| make on the basis of those | |||
| financial statements, which | |||
| provide financial information | |||
| about a specific reporting entity. | |||
| These amendments clarify that | |||
| materiality is based on the nature | |||
| of the information, and a | |||
| company shall see whether | |||
| information is material on its | |||
| own or when consolidated with | |||
| other information in the financial | |||
| statements. If it can be | |||
| reasonably expected to influence | |||
| the decisions that the primary | |||
| users of the financial statements | |||
| make, then misstatement of | |||
| information will be material. | |||
| | Amendments to IFRS 9, | This amendment targets all | January 1, 2020 |
| IAS 39, and IFRS 7 | hedging relationships directly | ||
| "Changes in Interest Rate | influenced by the interest rate | ||
| Indicators" | benchmark reform, and a few | ||
| exceptions to the rule have also | |||
| been included. When uncertainty | |||
| arises from the timing or amount | |||
| of cash flow from the benchmark | |||
| basis of the hedged item or | |||
| hedge instrument due to the | |||
| interest rate benchmark reform, | |||
| the hedging relationship will be | |||
| directly influenced. Therefore, a | |||
| company shall apply the | |||
| exceptions to all hedging | |||
| relationships directly affected by | |||
| interest rate benchmark reform. | |||
| | Amendments to IFRS 16 | This amendment provides | 20191月1日 |
| "Covid-19-Related Rent | lessees with the option to be | ||
| Concessions" | exempt from the assessment of | ||
| whether the rent reduction | |||
| associated with the new | |||
| coronavirus is a lease | |||
| modification, and lessees may | |||
| elect to be treated as a lease | |||
| payment change other than a | |||
| lease modification. | |||
| The practical expedient applies | |||
| only to rent reductions that are | |||
| directly attributable to the new | |||
| coronavirus and meet all of the | |||
| following conditions: the change | |||
| in lease payments results in a | |||
| New Standards, Interpretations | Effective Date of | |
|---|---|---|
| and Amendments | Major Amendments | Issuance by the IASB |
| modified lease consideration that | ||
| is substantially equal to or less | ||
| than the lease consideration prior | ||
| to the change; and the reduction | ||
| is limited to lease payments that | ||
| were originally due by June 30, | ||
| 2021. If the lease payments are | ||
| reduced up to and including June | ||
| 30, 2021, but the rent is | ||
| increased after June 30, 2021 | ||
| (i.e., deferred rent payments), | ||
| this condition will still apply; | ||
| there are no material changes to | ||
| other terms or conditions of the | ||
| lease. |
The Consolidated Company evaluates that the application of the newly endorsed IFRSs will not have a material impact on the consolidated financial statements.
- b. Effects of not yet applying the newly-announced and revised IFRSs endorsed by FSC:
- 1) New, revised, and amended standards and interpretations of IFRSs endorsed by the FSC and are applicable in 2021:
| New Standards, | |||
|---|---|---|---|
| Interpretations and | Effective Date of Issuance by | ||
| Amendments | Major Amendments | the IASB | |
| | Amendments to IFRS 4 "Temporary Exemption from Applying IFRS 9" Use this segment |
IFRS 9 governs the accounting for financial instruments and is effective after January 1, 2018. However, for insurers that are primarily engaged in insurance activities and have not previously applied any version of IFRS 9, IFRS 4 provides a temporary exemption that allows, but does not require, insurers to apply IAS 39 "Financial Instruments: Recognition and Measurement", instead of IFRS 9 before January 1, 2023. |
January 1, 2021 |
| | Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 "Interest Rate Benchmark Reform - Phase II" |
The impacts of Interest Rate Benchmark Reform - Phase II on the financial statements include: A. Regarding cash flows of financial instruments, the carrying amounts thereof will not be derecognized or adjusted due to the changes in the reform. Instead, changes result directly from interbank offered rates (IBORs) will be accounted for by updating the effective interest rates. |
January 1, 2021 |
| New Standards, | ||
|---|---|---|
| Interpretations and | Effective Date of Issuance by | |
| Amendments | Major Amendments | the IASB |
| B. If a hedging relationship is | ||
| subject to hedging accounting, | ||
| the hedging relationship will | ||
| still be subject to hedging | ||
| accounting regardless of | ||
| changes in the requirements of | ||
| the reform; and | ||
| C. The Company is required to | ||
| disclose the risks arise from | ||
| the reform and the | ||
| Consolidated Company's risk | ||
| management in the transition. |
- 2) The Consolidated Company assessed the effects of adopting the aforementioned standards and interpretations, and has found no significant effects on the Company's financial position and financial performance.
- c. Effects of IFRSs issued by IASB but not yet endorsed by FSC:
- 1) The following new, amended, revised standards and interpretation of IFRSs that have been issued by IASB but not yet endorsed by the FSC:
| New Standards, | |||
|---|---|---|---|
| Interpretations and | Effective Date of Issuance by | ||
| Amendments | Major Amendments | the IASB | |
| | Amendments to IAS 1 "Disclosure of Accounting Policies" |
The major amendments to IAS 1 include: Require companies to disclose their significant accounting policies rather than their material accounting policies; clarify that accounting policy information related to transactions, other events or circumstances that are not material and do not require disclosure of such information; and clarify that all accounting policy information that is not related to a transaction, other event or circumstance that is material is material to the company's |
January 1, 2023 |
| | Amendments to IAS 8 "Definition of Accounting Estimates" |
financial statements. The amendment introduces a new definition of an accounting estimate that clarifies that an accounting estimate is a monetary amount in the financial statements that is subject to measurement uncertainty. The amendment also clarifies the relationship between accounting policies and accounting estimates by |
January 1, 2023 |
| New Standards, | |||
|---|---|---|---|
| Interpretations and | Effective Date of Issuance by | ||
| Amendments | Major Amendments | the IASB | |
| | Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture" |
specifying that a company is required to establish accounting estimates for the purposes of the accounting policies it applies. This project addresses the acknowledged inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed |
To be determined by IASB |
| to an associate or joint venture. IAS 28 states that when non-monetary assets are contributed in exchange for an interest in an associate or a joint venture, the share of gains or losses shall be eliminated in accordance with the treatments of a downstream transaction. However, IFRS 10 requires a full recognition of gains or losses arising from the loss of control of a subsidiary. These amendments prohibit the aforementioned regulations from IAS 28; when the loss of control of a business, as defined in IFRS 3 occurs, a full gain or loss should be recognized. This amendment also amends IFRS 10 so that gains or losses arising from the sale or contribution of an investor and its associates or |
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| joint ventures that do not constitute a subsidiary as defined in IFRS 3 are recognized only to the extent that they are not attributable to the investor's share. |
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| | IFRS 17 "Insurance Contracts" and amendments to IFRS 17 "Insurance Contracts" |
This standard provides a comprehensive model to insurance contracts, including all accounting treatment (recognition, measurement, expression, and disclosure principle). The core of the standard is general, and under this model, initial recognition measures the insurance contract group by the combination of the cash flow |
January 1, 2023 |
| New Standards, | ||
|---|---|---|
| Interpretations and | Effective Date of Issuance by | |
| Amendments | Major Amendments | the IASB |
| from performance obligation | ||
| and contract service margin, | ||
| wherein the performance | ||
| obligation cash flow includes: | ||
| Estimated future cash flow; | ||
| Adjustments that reflect the | ||
| time value of money and the | ||
| financial risks (within the | ||
| estimation range of the future | ||
| cash flow that does not | ||
| include financial risk) | ||
| associated with future cash | ||
| flows; and Adjustment of non | ||
| financial risks. | ||
| The carrying amount of the | ||
| insurance contract group at | ||
| the end of each reporting | ||
| period is the sum of the | ||
| remaining security liabilities | ||
| and the claims liabilities | ||
| incurred. | ||
| In addition to the general | ||
| model, the standard also | ||
| provides specific applicable | ||
| methods with contracts | ||
| characterized by direct | ||
| participation (variable fee | ||
| method) and simplified short | ||
| term contract method | ||
| (premium allocation | ||
| approach). | ||
| IFRS 17 was issued in May | ||
| 2017 and it was amended in | ||
| June 2020. The amendments | ||
| include deferral of the date of | ||
| initial application of IFRS 17 | ||
| by two years to annual | ||
| beginning on or after 1 | ||
| January 2023 (from the | ||
| original effective date of 1 | ||
| January 2021); provide | ||
| additional transition reliefs; | ||
| simplify some requirements to | ||
| reduce the costs of applying | ||
| IFRS 17 and revise some | ||
| requirements to make the | ||
| results easier to explain. IFRS | ||
| 17 replaces an interim | ||
| standard - IFRS 4 Insurance | ||
| Contracts - from annual | ||
| reporting periods beginning | ||
| on or after 1 January 2023. | ||
| Amendments to IAS 1 |
This amendment targets | January 1, 2023 |
| "Liabilities classified as | sections 69-76 in IAS 1 - | |
| current or non-current" | Presentation of Financial | |
| Statements concerning the | ||
| classification of liability as |
| New Standards, | |||
|---|---|---|---|
| Interpretations and | Effective Date of Issuance by | ||
| Amendments | Major Amendments | the IASB | |
| | Amendments to IAS 16 "Property, Plant and Equipment: Proceeds before Intended Use" |
either current or non-current. The amendments prohibit a company from deducting from the cost of property, plant, and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such |
January 1, 2022 |
| | Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract" |
sales proceeds and related cost in profit or loss. The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The " cost of fulfilling a contract" includes the incremental cost of |
January 1, 2022 |
| | Amendments to IFRS 3 "Updating a Reference to the Conceptual Framework" |
performance and other costs directly related to fulfilling a contract. The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March |
January 1, 2022 |
| | Annual Improvements to IFRS Standards 2018 - 2020 |
2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential "day 2" gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework. Amendment to IFRS 1 The amendment simplifies the application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences. Amendment to IFRS 9 Financial Instruments The amendment clarifies the fees a company includes when assessing whether the terms of |
January 1, 2022 |
| New Standards, | ||
|---|---|---|
| Interpretations and | Effective Date of Issuance by | |
| Amendments | Major Amendments | the IASB |
| a new or modified financial | ||
| liability are substantially | ||
| different from the terms of the | ||
| original financial liability. | ||
| Amendment to Illustrative | ||
| Examples Accompanying | ||
| IFRS 16 Leases | ||
| The amendment to Illustrative | ||
| Example 13 accompanying | ||
| IFRS 16 modifies the | ||
| treatment of lease incentives | ||
| relating to lessee's leasehold | ||
| improvements. | ||
| Amendment to IAS 41 | ||
| The amendment removes a | ||
| requirement to exclude cash | ||
| flows from taxation when | ||
| measuring fair value thereby | ||
| aligning the fair value | ||
| measurement requirements in | ||
| IAS 41 with those in other | ||
| IFRS Standards. |
- 2) The Company has continued to assess the effects of amendments to other standards and interpretations on its financial conditions and performance. Related impacts will be disclosed upon completion of the assessment.
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- Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. Unless otherwise specified, the policies shall be applicable to all reporting periods presented.
a. Compliance Statement
The consolidated financial reports are prepared in accordance with the " "Regulations Governing the Preparation of Financial Reports by Securities Issuers," IFRS, IAS, and IFRIC Interpretations, and SIC Interpretations as endorse by the FSC.
- b. Basis of Preparation
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1) Except for the following significant items, these consolidated financial statements have been prepared on the historical cost basis:
- a) Financial assets and liabilities at fair value through profit or loss are measured at fair value.
- b) Defined benefit liability derived from retirement plan assets less the present value of net defined benefit obligation.
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2) When preparing consolidated financial statements, the Company adopts the equity method for investments in subsidiaries and associates. The current profit or loss, other comprehensive income, and equity in the consolidated financial statements are the same as the current profit or loss, other comprehensive income and equity attributable to the owners of the Consolidated Company in the consolidated financial statements of the Consolidated Company, and there is no difference in accounting treatment between the basis of consolidation.
- 3) Functional currency and presentation currency
The Consolidated Company takes the currency of the main economic environment in which each business operates as its functional currency. The Consolidated Financial Statements are presented in the New Taiwan dollar, the Consolidated Company's functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.
- c. Basis of Consolidation
- 1) Principles in the preparation of the Consolidated Financial Statements
- a) All subsidiaries are included in the Consolidated Company's consolidated financial statements. 1. Subsidiaries refer to all entities controlled by the Consolidated Company. The Consolidated Company controls an entity when the Consolidated Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Consolidated Company obtains control of the subsidiaries and ceases when the Consolidated Company loses control of the subsidiaries.
- b) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Consolidated Company are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Consolidated Company.
- c) Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are accounted for as equity transactions, namely transactions with owners in their capacity as owners. The difference between the adjustment amount of noncontrolling interests and the fair value of consideration paid or collected shall be directly recognized in equity.
- d) When the Consolidated Company loses control over its subsidiary, the remaining investments in its former subsidiary shall be remeasured at fair value, and are treated as the fair value of the financial assets at initial recognition or the cost of
investment in associates or joint ventures at initial recognition. The difference between fair value and carrying amount is recognized in current profit or loss. The Consolidated Company shall account for all amounts recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Consolidated Company had directly disposed of the related assets or liabilities. If a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Consolidated Company reclassifies the gain or loss from equity to profit or loss when it loses control of the subsidiary.
2) Subsidiaries included in the consolidated financial statements:
| Percentage of shareholding (%) |
|||||
|---|---|---|---|---|---|
| Principal | |||||
| Name of | Business | Business | December | December | |
| Investor | Name of Subsidiary | Operation | Location | 31, 2020 | 31, 2019 |
| The | H2O Hotel Co., Ltd. (H2O | Hotel business, | Taiwan | 100% | 100% |
| Company | Hotel) | restaurant | Kaohsiung | ||
| business | City |
- 3) Subsidiaries not included in the consolidated financial statements: None.
- 4) Adjustments for subsidiaries with different balance sheet dates: None.
- 5) If the subsidiary's ability to transfer capital to the parent company is materially restricted, the nature and extent of the restriction: None.
- 6) Contents of subsidiaries' holding of securities issued by the parent company: None.
- 7) Subsidiaries that have non-controlling interests that are material to the Consolidated Company: None.
- d. Foreign Currency Trading
- 1) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
- 2) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the end of the reporting period. Exchange differences arising upon re-translation on the balance sheet date are recognized in profit or loss.
- 3) The balances of non-monetary assets and liabilities denominated in foreign currencies are adjusted at the exchange rates prevailing at the end of the reporting period. If the
balances are measured at fair value through profit or loss, the resulting exchange differences are recognized in profit or loss; if the balances are measured at fair value through profit or loss, the resulting exchange differences are recognized in other comprehensive income items; if the balances are not measured at fair value, they are measured at the historical exchange rates at the dates of initial transactions.
e. Standards for Assets and Liabilities Classified as Current and Non-current
The Consolidated Company is engaged in the construction of houses for sale by contractors, and its business cycle is longer than one year. As such, assets and liabilities related to the construction business are classified as current or non-current by reference to its normal operating cycle; the operating cycle is based on a three-year period. In addition to the above paragraph:
- 1) Assets that meet one of the following criteria are classified as current assets:
- a) Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.
- b) Assets held primarily for trading purposes.
- c) Assets that are expected to be realized within 12 months after the end of the reporting period.
- d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the end of the reporting period.
The Consolidated Company classifies all the assets that do not meet the abovementioned criteria as non-current.
- 2) Liabilities that meet one of the following criteria are classified as current liabilities:
- a) Liabilities that are expected to be settled within the normal operating cycle.
- b) Assets held primarily for trading purposes.
- c) Payment is expected to be due within 12 months after the end date of the reporting period.
- d) Liabilities with a repayment schedule that cannot be unconditionally deferred till at least 12 months after the end date of the reporting period.
The Consolidated Company classifies all liabilities that do not meet the above conditions as non-current.
f. Cash and Cash Equivalents
Cash includes inventory cash and current deposit. Cash equivalents refer to the short-term and highly liquidity investment that can be converted into quota cash at any time with little risk of value change. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
g. Financial Instruments
Financial assets and liabilities will be recognized in the consolidated balance sheets when the Consolidated Company becomes a party to the contract of the financial instrument.
When showing the original financial assets and liabilities, if their fair value was not assessed based on profit or loss, it is the fair value plus the cost of transaction, that is, of its acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
h. Financial Liabilities
Where the purchase or sale of financial assets is in line with conventional trading practices, the accounting treatment of all purchases and sales of financial assets classified in the same way by the Consolidated Company shall be consistently on the trade date or the settlement date.
1) Types of measurement
Financial assets held by the Consolidated Company are classified as financial assets at fair value through profit or loss, financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income.
a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets mandatorily measured at fair value through profit or loss and financial assets designated as at fair value through profit or loss. Financial assets mandatorily measured at fair value through profit or loss include equity instrument investments not designated by the Consolidated Company to be measured at fair value through other comprehensive income, and debt instrument investments not subject to classification as measured at amortized cost or to be measured at fair value through other comprehensive income.
Financial assets at fair value through profit or loss are measured at fair value; any re-measurement profit or loss (including any dividends or interests derived from such financial assets) is recognized in profit or loss. Please refer to Note XII for the determination of fair value.
b) Financial assets at amortized cost
When the Consolidated Company's investments in financial assets satisfy the following two conditions simultaneously and they are not designated as at fair value through profit or loss, they are classified as financial assets at amortized cost:
- i. Financial assets held based on the business model of collecting contract cash flow.
- ii. The terms of the contract of the financial assets generate a cash flow on a specified date that is solely for the payment of interest on the principal and the amount of principal outstanding.
Subsequent to initial recognition, such assets (including cash and cash equivalents, notes receivable, trade receivable (including installment receivable, long-term notes receivables and trade receivable), other receivables (including related parties) and refundable deposits) that are measured at amortized cost) equal to the gross carrying amount as determined using the effective interest method less any impairment loss; any interest income, foreign exchange gain or loss and impairment loss are recognized in profit or loss. When derecognition, gain or loss is recognized in profit and loss.
Interest income is calculated at the value of effective interest rate times the gross carrying amount of financial assets.
c) Financial assets at fair value through other comprehensive income
A debt investment is measured at fair value through other comprehensive income/(loss) if it meets both of the following conditions and is not designated as at fair value through profit or loss:
- i. The objective of the Consolidated Company's business model is achieved both by collecting contractual cash flows and selling financial assets.
- ii. The terms of the contract of the financial assets generate a cash flow on a specified date that is solely for the payment of interest on the principal and the amount of principal outstanding.
The Consolidated Company may, at initial recognition, make an irrevocable decision to designate an equity instrument that is neither held for trading to be measured at fair value through other comprehensive income. Subsequent changes in fair value are reported in other comprehensive income. The preceding selection is made on an instrument-by-instrument basis.
They are recognized initially at fair value plus directly attributable transaction costs and subsequently measured at fair value. Foreign currency translation profit and loss on investments in debt instruments, interest income and impairment losses calculated using the effective interest method, and dividend income from investment in equity instruments (except those expressly specified as recovery of parts of the investment cost) are recognized in profit or loss. Changes in the other carrying amount are recognized based on the unrealized profits and losses on financial assets measured at fair value through other comprehensive profit and loss. When performing derecognition, the cumulative profit or loss of investments in debt instruments are reclassified from equity to profit or loss; the cumulative profit or loss of investments in equity instruments are reclassified from equity to retained earnings and not to profit or loss.
The dividend income of equity investment shall be recognized on the date when the Consolidated Company is entitled to receive dividends (usually the exdividend date).
2) Impairment of financial assets
The Consolidated Company evaluates credit losses based on expected credit loss at the end of each reporting period for financial assets (including cash and cash equivalents, notes receivable and trade receivable (including installment receivable, long-term notes receivable and trade receivable), other receivables (including related parties) and refundable deposits, investments in debt instruments at fair value through other comprehensive income, and impairment losses on contract assets.
Allowances shall be appropriated for notes receivable, trade receivables, and other receivables for expected credit losses for the duration of their existence. Financial assets at amortized cost and investments in debt instruments measured at fair value through other comprehensive income/(loss) are first evaluated to determine whether there is a significant increase in credit risk since original recognition. If there is no significant increase, an allowance for loss is recognized based on the expected credit losses for the 12 months following the reporting date, and if there is a significant increase, an allowance for loss is recognized based on the expected credit losses arising from all probable defaults during existence period.
The expected credit loss is the weighted average credit loss determined by the risk of default. The 12-month expected credit losses represent the expected credit losses arising from the possible default of the financial instrument in the 12 months after the reporting date, and the expected credit losses during the lifetime represent the expected credit losses arising from all possible defaults of the financial instrument during the expected existence period.
At the end of each reporting period, the Consolidated Company assesses whether there is a credit impairment on financial assets measured at amortized cost and on investments in debt instruments measured at fair value through other comprehensive income/(loss). When there is one or more events arising that will bring unfavorable influence to expected future cash flow, there is already credit impairment to the financial asset. The evidence for credit impairment of financial assets includes the observable data for the following events:
- a) Material financial hardship for borrower or issuer;
- b) Default, such as arrearage or delinquency for more than 365 days;
- c) Compromise made by Consolidated Company to borrower that would not be considered before, because of economic or contract reason related to borrower's financial difficulty;
- d) The borrower is most likely to file for bankruptcy or conduct other financial arrangement; or
- e) Disappearance of active market for the financial asset due to financial difficulty.
Through the loss allowance account, the carrying amount of all financial assets is reduced for the impairment loss, except for the investment in debt instruments measured at FVTOCI for which the impairment loss is recognized in other comprehensive income and does not reduce the carrying amount.
3) Derecognition of financial assets
The Consolidated Company derecognizes the financial assets when the contractual rights to the cash inflow from the asset expire or when the company transfers all the risks and rewards of ownership of the financial assets to other enterprises substantially.
On derecognition of a financial asset measured at amortized cost, the difference between the asset's carrying amount and the sum of the consideration received is recognized in profit or loss. On derecognition of an equity instrument measured at fair value through other comprehensive income/(loss), the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.
- i. Classification Tools for Financial Liabilities and Equity
- 1) Financial liabilities and equity instruments
Debt and equity instruments issued by the Consolidated Company are classified separately as financial liabilities and equity in accordance with the substance of contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instruments
Equity instruments refer to any contracts containing the consolidated company's residual interest after subtracting liabilities from assets.
Equity instruments issued by the Consolidated Company are recognized based on the price obtained less direct issuance costs.
The repurchase of equity instruments issued by the Consolidated Company is recognized in equity as a deduction. The purchase, sale, issuance, or write-off of the consolidated company's equity instruments are not recognized in profit or loss.
3) Financial liabilities
Financial liabilities are classified as amortized costs or the fair value measurement through profit or loss. Financial liabilities, if held for trading, derivatives or designated at the time of initial recognition, are classified as the fair value measurement through profit or loss. Financial liabilities at fair value through profit or loss are measured at fair value, and the related 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 income and foreign currency profit or loss are recognized as profit or loss. Any profit or loss at the time of derecognize is also recognized in profit and loss.
4) Derecognition of financial liabilities
The Consolidated Company derecognizes financial liabilities when the contractual obligations have been fulfilled, canceled or matured. When the terms of financial liabilities are modified and there is a significant difference in the cash flow of the revised liabilities, the original financial liabilities will be derecognized and new financial liabilities will be recognized at fair value based on the revised terms.
When financial liabilities are derecognized, the difference between their carrying amount and the paid consideration (including any transferred non-cash assets or liabilities assumed) shall be recognized in profit or loss.
5) Offsetting of financial assets and liabilities
The Consolidated Company presents financial assets and liabilities on a net basis when the Consolidated Company has the legally enforceable right to offset and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
j. Inventories
1) Construction Inventories
Inventories consist of land and construction in progress, properties held for sale, construction sites and prepaid land. Prepaid land is transferred to construction sites upon transfer of ownership, and construction sites are transferred to land and buildings under construction upon active development. Upon completion of the construction, the sold portion is transferred to operating costs and the unsold portion is transferred to land held for sale, using the construction area ratio, when revenue is recognized from the sale of the premises.
Inventories are measured at the lower of cost or net realizable value and are compared on a line-by-line basis to determine the lower of cost or net realizable value. The cost includes all necessary expenditures and capitalized borrowing costs to get an asset in place and in conditions ready for use.
The net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to make the sale. The measurement of net realizable value is as follows:
- a) Construction sites: The net realizable value is calculated on the basis of the expected selling price judged by the management based on the current market conditions, less cost of construction completion and selling expenses, or the most recent estimated market value (based on land development analysis approach or comparison approach).
- b) Construction-in-progress: The net realizable value is calculated on the basis of the expected selling price (based on the current market conditions) less cost of construction completion and selling costs.
- c) Buildings and land held for sale: The NRV is the estimated selling price (with reference to the management authority's estimation based on prevailing market conditions) less estimated costs to be incurred in selling the properties and selling expenses.
- 2) Hotel and restaurant inventories
Inventory is measured by the lower of cost and net realizable value. The cost is the weighted average of all costs necessary to get an asset in place and in conditions ready for use. When comparing the comparative cost and the net realizable price to determine which is lower, the item-by-item comparison method is adopted. The net realizable value refers to the balance of the estimated selling price in the normal course of business less the selling expenses.
- k. Investment/ Associates Accounted for Using The Equity Method
- 1) Associates are all entities over which the Consolidated Company has significant influence but no control. In general, it is presumed that an investor has significant influence if the investor holds directly or indirectly 20% or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognized at cost.
- 2) The Consolidated Company's share of its associates' post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Consolidated Company's share of losses in an associate equals or exceeds its interest in the associate (including any other unsecured receivables) the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.
- 3) When changes in an associate's equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Company's shareholding percentage of the associate, the Consolidated Company recognizes change in ownership interests in the associate in "capital surplus" in proportion to its shareholding.
- 4) Unrealized gains or losses on transactions between the Consolidated Company and its associates are eliminated to the extent of the Consolidated Company's interest in the associates. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates are adjusted, when necessary, to remain consistent with those of the Consolidated Company.
- 5) If the Consolidated Company does not subscribe to new shares issued by an associate in proportion to its shareholding percentage in the associate and results in a change in its investment percentage (while still maintains significant influence), the changes in net equity would be adjusted through "capital surplus" and "investments accounted for under the equity method". If the above condition causes a decrease in the Consolidated Company's ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
- 6) When the change in the equity of the associates is not due to profit or loss and other comprehensive profit or loss items, and does not affect the Company's shareholding ratio, the Company will recognize the change in the relevant ownership interest based on the shareholding ratio. Therefore, the recognized additional paid-in capital will be
transferred to profit or loss proportionally to the disposal amount when the associate is subsequently disposed.
- 7) When the Consolidated Company disposes its investment in an associate and loses significant influence over this associate, the accounting treatment for amounts previously recognized in other comprehensive income in relation to the associate are the same as the one required if the relevant assets or liabilities were directly disposed of. That is, if gain/loss previously recognized in other comprehensive income will be reclassified to profit or loss upon disposal of relevant assets or liabilities, such gain/loss will be reclassified from equity to profit or loss when the Company loses significant influence over the associate. If it retains significant influence over this associate, the amounts previously recognized in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
- 8) The Consolidated Company determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired in accordance with IAS 28 - Investment in Related Companies and Joint Ventures. If this is the case the Company calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognizes the amount in the "share of profit or loss of an associate" in the statement of comprehensive income in accordance with IAS 36 - Impairment of Assets. In case the aforementioned recoverable amount adopts the useful value of the investment, the Consolidated Company will determine the relevant useful value based on the following estimates:
- a) The share of the present value of the estimated cash flows generated by the associates of the Consolidated Company, including the cash flows generated by the associates due to the operation and the final disposal of the investment; or
- b) The present value of the expected dividends and future cash flows generated from the investment disposed ultimately.
Since goodwill component item that construes the carrying amount of the investment in associates is not separately recognized; hence, the Company is not required to undertake the test for goodwill impairment as stipulated in IFRS 36 - Impairment of Assets.
Upon the loss of significant impact on associates, the Consolidated Company has the retained investment amount measured and recognized at fair value. Upon the loss of significant impact, the difference between the book value of the investment in associate and the fair value of the retained investment plus the proceeds from the disposal is recognized as profit or loss.
- l. Property, Plant and Equipment
- 1) Recognition and measurement
Property, plant and equipment are recognized and measured at cost, less accumulated depreciation and accumulated impairment. Cost includes expenditure that is directly attributed to the acquisition of the asset. The cost of self-constructed assets includes raw materials and direct labor, any other directly attributable costs to bring the asset to a serviceable condition for its intended use, the cost of dismantling and removing the item and restoring the site, and the cost of borrowings to capitalize the eligible assets.
When property, plant and equipment contain different components, and it is more appropriate to adopt different depreciation rate or method when it is significant when compared with the total cost, they are deemed as independent items (main components) for treatment.
The gain or loss arising from the derecognition of an item of property, plant and equipment shall be determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, and it shall be recognized as profit or loss.
2) Reclassification to investment property
When real estate for self-use meets the definition of investment real estate and there is evidence of change in use, the real estate should be reclassified as investment real estate at the carrying amount at the time of the change in use, and the mere change in management's intent to use the real estate is not evidence of change in use.
3) Subsequent costs
Subsequent expenditure for property, plant and equipment is capitalized only when it is probable that the future economic benefits associated with the expenditure will flow to the Company. The carrying amount of those parts that are replaced is derecognized. Ongoing repairs and maintenance for property, plant and equipment are expensed as incurred.
4) Depreciation
The depreciation is calculated in straight-line method by capital cost less scrap value based on service years, and evaluated according to individual material components. If the service years of one component are different from other parts, this part will be separately recognized as depreciation. The depreciation charge for each period shall be recognized in profit or loss.
The useful lives of the Consolidated Company's major assets are as follows
| Housing and Construction | 5 ~ 45 years |
|---|---|
| Machinery | 2 ~ 10 years |
| Office Equipment | 3 ~ 10 years |
| Other Equipment | 2 ~ 20 years |
| (Business facilities adopt Inventory Method) |
Depreciation methods, useful lives, and residual values are audited at each reporting date. If expectations differ from the previous estimates, the change is accounted for as a change in accounting estimate.
m. Leases
1) Identifying a lease
The Consolidated Company assesses whether the contract is (or includes) a lease on the date of its establishment. If a contract is signed to have the control over the use of identified assets transferred for a period of time in exchange for a consideration, it is (or includes) a lease. In order to assess whether a contract is signed to have the control over the use of identified assets transferred for a period of time, the Consolidated Company assesses whether there are the following two factors throughout the period of use:
- a) rights to nearly all economic benefits of the identified asset have been received; and
- b) the control over the right to use the identified asset.
For contracts that are (or include) leases, the Consolidated Company will treat each lease component in the contract individually, and to separately treat them from the non-lease components in the contracts. Where a contract includes a lease component and one or more additional lease or non-lease components, the company allocates the consideration in the contract to the lease component on the basis of the relative separate price of each lease component and the aggregate separate price of non-lease components. The comparison single unit price of the lease and non-lease components will be decided upon the prices separately received by the lessor (or supplier) for such components. If observable single unit prices are not readily available, the Company will maximize the use of observable information to estimate their respective single unit prices.
2) Where the Consolidated Company is a lessee:
Except that the lease payments of the low value subject-matter assets and short-term leases applicable to recognition exemption are recognized as expenses on a straightline basis during the lease period, other leases are recognized as right-of-use assets and lease liabilities on the lease commencement date.
The right-of-use asset is initially measured at cost, which includes the initial measured amount of the lease liability, adjusts any lease benefits paid on or before the inception of the lease, and adds the initial direct cost incurred and the estimated cost of dismantling, removing the underlying asset and restoring its location or underlying asset, and deducting any leasing incentives received.
Right-of-use assets are subsequently depreciated on a straight-line basis from the lease 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 Consolidated Company regularly assesses whether the right-of-use asset is impaired and treats any impairment loss that has occurred, as well as cooperating to adjust the right-of-use asset when the lease liability is remeasured.
Lease liabilities are measured at the present value of the lease payments outstanding at the inception date of the lease. If the implicit interest rate of lease is easy to determine, the interest rate is used to discount the lease payment. If the interest rate is not easy to determine, the Consolidated Company's incremental borrowing rate shall be used.
The lease payments comprise as follows:
- a) fixed payments, including in-substance fixed lease payments;
- b) Variable lease payments dependent upon certain indicators or rates are measured by the indicators or rates used at the inception of the lease;
- c) amounts expected to be payable by the lessee under residual value guarantees;
- d) an option to purchase the underlying asset if it is reasonably certain to be exercised, and penalty payments for terminating the lease.
The lease liability subsequently accrues interest with the effective interest method, and its amount is measured when the following occurs:
- a) changes in future lease payments resulting from changes in an index or a rate used to determine those payments;
- b) changes in the amounts expected to be payable under a residual value guarantee;
- c) changes in the assessment of the purchase option;
- d) change in the assessment of the lease term resulting from extension or termination of the exercise of the purchase option; or
e) lease modifications of the underlying asset, scope, and other terms and conditions.
When the lease liability is remeasured due to the aforementioned changes in the index or rate used to determine lease payments, changes in the residual value guarantee amount, and changes in the evaluation of purchase, extension or termination options, the carrying amount of the right-of-use asset shall be adjusted accordingly, and when the carrying amount of the right-of-use asset is reduced to zero, the remaining remeasured amount is recognized in profit or loss.
The changes in (iv) and (v) decreases the scope of a lease. When a lease modification decreases the scope of a lease, the carrying value of the right-of-use asset is decreased to reflect partial of full termination of the lease liability, and any gain or loss resulting from the aforementioned derecognition is immediately recognized in profit or loss.
The Consolidated Company records right-of-use assets and lease liabilities defined as not investment properties in a single line item in the consolidated balance sheets.
3) Where the Consolidated Company is a lessor:
A lease is classified as a finance lease when the terms of the lease transfer substantially all the risks and rewards incidental to the ownership of the subject asset to the lessee; otherwise, it is classified as an operating lease.
If the Consolidated Company is a sublessor, it will handle the main lease and sub-lease transactions separately, and use the right-of-use assets generated by the main lease to evaluate the classification of the sub-lease transactions. If the main lease is a shortterm lease and the recognition exemption applies, the sublease transaction should be classified as an operating lease.
Under finance leases, lease payments include lease payments that depend on changes in indices or rates. Net investment in leases is measured at the present value of lease receivables plus original direct costs and expressed as finance lease receivables. Financing income is allocated to each accounting period to reflect the fixed rate of return on the unexpired net lease investment of the Consolidated Company in each period.
Under operating leases, lease payments after deducting lease incentives are recognized as revenue on a straight-line basis over the relevant lease term. The initial direct costs arising from acquisition of operating leases is added to the carrying amount of the underlying assets; and an expense is recognized for the lease on a straight-line basis over the lease term.
n. Intangible Assets
The intangible assets acquired by the Consolidated Company are measured at cost less accumulated amortization and accumulated impairment.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenses are recognized as profit or loss upon occurrence.
Intangible assets are amortized on a straight-line basis over their estimated useful lives from the time they reach a serviceable condition as follows.
Land use right: 50 years (according to the contract) Computer software: 3 ~ 10 years Image design: 15 years
The residual value, amortization period, and amortization method for an intangible asset with a finite useful life shall be audited at least annually at each fiscal year-end. Any change shall be accounted for as a change in accounting estimate.
o. Impairment of Non-financial Assets
The Consolidated Company assesses at the end of each reporting period whether there is any indication that the carrying amount of non-financial assets (other than inventories and deferred income tax assets) may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.
The purpose of the impairment test, a group of assets whose cash inflow is mostly independent of other individual assets or asset groups, is regarded as the smallest identifiable asset group.
The recoverable amount is the higher of the fair value of an individual asset or cashgenerating unit, less costs to dispose, and its value in use. When evaluating the value in use, the estimated future cash flow is converted to the present value at a pre-tax discount rate, which should reflect the current market assessment of the time value of money and the specific risks for the asset or cash-generating unit.
If the recoverable amount of individual asset or the cash-generating unit is lower than its carrying amount, the carrying amount of the asset or the cash-generating unit shall be reduced to the recoverable amount and the impairment loss shall be recognized immediately in loss for the year.
If an impairment loss is reversed subsequently, the carrying amount of the individual asset or cash generating unit is raised to its recoverable amount, provided that the increased carrying amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognized in prior years. The reversed impairment loss is recognized immediately in profit or loss for the year.
p. Trade and Notes Payables
Trade and notes payables are obligations to be paid for raw materials, goods or services obtained from suppliers in the normal course of business. They are measured at fair value on initial recognition and subsequently measured at amortized cost using the effective interest method, except for short-term accounts payable and notes that are unpaid interest, which are subsequently measured at the original invoice amount because the effect of discounting is immaterial.
q. Provisions
Provisions are recognized when the Consolidated Company has a present legal or constructive obligation as a result of past events, and it is probable that the Company will be required to settle the obligation and the amount of the obligation can be reliably estimated.
Provisions are measured at the best estimate including risks and uncertainties of the expenditure required to settle the obligation on the last day of the reporting period. If provisions are measured at the estimated cash flows to settle the present obligation, the carrying amount of such provisions is equivalent to the present value of such cash flows.
The provision for warranty is estimated based on the contractual agreements and management's best estimate (based on historical warranty experience) of future economic outflows resulting from the project maintenance and warranty obligations.
r. Deposits Received
The deposits received by the Consolidated Company are mainly for the purpose of ensuring the performance of construction contracts under the construction contracts. Deposits received are recognized as deposits when cash is received and are refunded when the guarantee contract is fulfilled.
s. Revenue and cost recognition
1) Sales of premises
The Consolidated Company is principally engaged in the construction and sales of property, and the recognition of revenue is based on the transferring of property ownership. For the contracted sales of residential units, due to contract restrictions, the Consolidated Company usually does not apply the piece of real estate to other purposes. Consequently, revenue is recognized upon either transfer of legal ownership or delivery of the piece of real estate to customers, whichever occurs first in the reporting period, despite that the other occurs in the subsequent period.
Revenue is measured based on the transaction price of the contractual agreements. When sales happen after construction is completed, in most cases, consideration is made upon transfer of legal ownership; however, in some cases, payment of accounts may be deferred under contractual agreements, and if a material financial component is included, the transaction price is adjusted to reflect the impact of the material financial component. When sales happen before construction is completed, consideration is payable in installments during the period from signing a contract to transfer of legal ownership of the real property. If a significant financing component is included in the contract, the installments are discounted at the interest rate of the construction loan to reflect the effect of time value of money. Prepayments are recognized as a contract liability, and discounts reflecting the effect of time value of money are recognized as interest expenses and contract liabilities. The accumulated contract liabilities are reclassified as revenue upon the transfer of legal ownership.
2) Accommodation and hospitality revenue
The Consolidated Company provides hospitality services and accommodations, etc. If services provided by the Consolidated Company exceed a customer's payables, a contract asset is recognized. If the customer's payables exceed the services rendered, a contract liability is recognized.
- a) Hospitality services are recognized when the product is sold to customers. Payment of transaction price is due immediately when the products are purchased by customers.
- b) Accommodation is recognized as revenue in the reporting period in which the services are rendered to customers. The customer pays the contract price according to the agreed payment schedule.
- 3) Financial composition
The Consolidated Company's sales contract of pre-sale homes contains provisions for advance payment from customers, and the time between advance receipt and commodity ownership transfer is longer than one year. According to IFRS 15, if the Consolidated Company judges that there are significant financing components in an individual pre-sale home contract, it shall adjust the amount of the commitment consideration and recognize the interest cost. In addition, IFRS 15 states that companies should determine the significance of the financing component only at the contract level, rather than the financial level at the portfolio level.
4) Rental revenue
Revenue from lease is recognized when an asset is actually used in lease, provided that it is probable the economic benefits will flow to the Consolidated Company and the amount of revenue can be measured reliably. The related costs are recognized in line with revenues.
5) Incremental costs of obtaining a contract
If the Consolidated Company expects to recover the incremental cost for acquiring the customer contract, the cost will be recognized as asset. The incremental cost of acquiring contract is cost that will arise in acquiring customer contract and will not arise otherwise. The contract acquisition cost no matter the contract will happen or not is recognized as expense, unless the cost is explicitly collectable from customer no matter the contract is acquired or not.
If the increment cost of acquiring contract is recognized by asset and the asset amortization period is within one year by Consolidated Company using practical expediency method, the incremental cost will be recognized as expense upon occurrence.
- t. Borrowing costs
- 1) Borrowing costs directly attributable to the acquisition or construction of a qualifying asset are included as part of the cost of the asset until substantially all of the activities necessary to bring the asset to its intended state of use have been completed.
Special loans, such as investment income from temporary investments prior to capitalization, are deducted from the cost of loans eligible for capitalization.
Except for the above, other borrowing costs are recognized in profit and loss in the year they are incurred.
- 2) Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. When there is no evidence of the possibility that some or all the facility will be drawn down, the fee is recognized as a prepayment and amortized over the period of the facility to which it relates.
- u. Employee Benefit
- 1) Defined contribution plans
Obligations for contributions to defined contribution pension plan are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.
2) Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Consolidated Company's net obligation in respect of a defined benefit pension plan is calculated separately for each plan by estimating the amount discounted to present value of the future benefit that employees have earned in return for their service in the current and prior periods. The fair value of any plan assets are deducted. The calculation is performed annually by a qualified actuary using the projected unit credit method. The discount rate is the yield on the reporting date on corporate bonds or government bonds that have maturity dates approximating the terms of the Consolidated Company's obligations and are denominated in the same currency in which the benefits are expected to be paid.
The costs of defined benefits under the defined benefit pension plan include service cost, net interest, and the remeasurement amount. The cost of services (including the cost of services of the current period) and the net interest of the net defined benefit liabilities (assets) are recognized as employee benefit expenses. Remeasurement (comprising actuarial gains and losses, and return on plan assets net of interests) is recognized in other comprehensive income and included in retained earnings, and is not recycled to profit or loss in subsequent periods, costs related to prior service costs are recognized immediately in profit or loss.
Net defined benefit liabilities (assets) are the deficit of the contribution made according to the defined benefit pension plan. A net defined benefit asset shall not exceed the present value of the contributions to be refunded from the plan, or the reductions in future contributions.
When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognized in profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognized immediately in profit or loss.
3) Short-term employee benefits
The obligation for short-term employee benefits is measured on undiscounted basis, and recognized as expense at the time of provision of relevant services.
For expected payment amount under short-term cash bonus or bonus plan, if the consolidated company undertakes current obligation of legal or constructive payment for the previous provision of services by employees and the obligation can be reliably estimated, the amount is recognized as liability.
v. Income Tax
Income tax expenses include the tax in the current year and deferred income tax. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.
Current taxes include tax payables and tax deduction receivables on taxable income (deficits) for the year calculated using the statutory tax rate on the reporting date or the actual legislative tax rate, as well as tax adjustments related to prior years. The additional business income tax levied on the undistributed earnings is recognized as income tax expense on the date when the distribution of earnings is resolved in the Shareholders' Meeting.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. The temporary difference for the following conditions will not be recognized as deferred income tax:
- 1) Assets and liabilities that are initially recognized but are not related to a business combination which have no effect on net income or taxable gains (losses) at the time of the transaction.
- 2) Temporary differences arising from equity investments in subsidiaries or joint ventures where there is a high probability that such temporary differences will not reverse.
- 3) Initial recognition of goodwill.
Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities may be offset against each other if the following criteria are met:
- 1) The entity has the legal right to settle tax assets and liabilities on a net basis; and
- 2) The taxing of deferred tax assets and liabilities fulfils one of the scenarios below:
- a) Levied by the same taxing authority; or
- b) Levied by different taxing authorities, but where each such authority intends to settle tax assets and liabilities (where such amounts are significant) on a net basis every year of the period of expected asset realization or debt liquidation, or where the timing of asset realization and debt liquidation is matched.
A deferred tax asset is recognized for the carry-forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profit will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the benefit of part or the deferred tax asset will be utilized, or to reverse a reduction to the extent that it becomes probable that sufficient taxable income will be available.
w. Earnings per share
The Consolidated Company presents the basic and diluted earnings per share of shareholders of common stock equity. The basic earnings per share are calculated based on the profit attributable to the ordinary shareholder of the Consolidated Company divided by the weighted average number of ordinary shares outstanding. The diluted earnings per share is calculated based on the profit attributable to ordinary shareholders of the Consolidated Company, divided by the weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares. The Consolidated Company's employee bonus allotment shares, which have not been approved by the shareholders' meeting and may be issued in shares, are potential common shares.
x. Government grants
Government grants are recognized at their fair value only when there is reasonable assurance that the Company will comply with any conditions attached to the grants and the grants will be received. Government grants to compensate the Consolidated Company's expense are recognized as profit or loss on a systematic basis when the expense occurs.
y. Segment information
An operating segment is a component of the Consolidated Company that engages in business activities from which it may earn revenues and incur expenses. Operating results of the operating segment are regularly reviewed by the Consolidated Company's chief operating decision-maker to make decisions about resources to be allocated to the segment and to assess its performance. Each operating segment consists of standalone financial information.
z. Dividend distribution
Dividends are recorded in the Consolidated Company's financial statements in the period in which they are approved by the Consolidated Company's shareholders. Cash dividends are recorded as liabilities. Stock dividends are recorded as stock dividends to be distributed and reclassified to ordinary shares on the base date of new share issuance.
aa. Treasury shares
Issued shares repurchased by the company are recognized in "treasury stock" as a deduction to equity based on the amount of consideration paid during share buyback (including directly attributable costs). If the disposal price of treasury stock is higher than the carrying amount, the difference is recognized as capital reserve-treasury stock transaction; if the disposal price is lower than the carrying amount, the difference will offset the capital reserve arising out of transaction of the same type of treasury stock; if insufficient, the retained earnings will be debited. The carrying amount of treasury stock is calculated by weighted averaging according to reason of recovery.
In writing off treasury stock, the capital reserve will be debited according to equity ratio-for shares issuance premium and capital, if the carrying amount is higher than the sum of face value and shares issuance premium, the difference will offset the capital reserve arising out of the same type of treasury stock; if insufficient, the retained earnings will be offset; if the carrying amount is lower than the sum of face value and shares issuance premium, the capital reserve arising out of transaction of the same type of treasury stock will be credited.
5. Main Source of Significant Accounting Judgment, Estimation, and Assumption Uncertainties
The preparation of these consolidated financial statements requires management to make critical judgments for applying the Consolidated Company's accounting policies with critical assumptions and estimates concerning future events. If there is any difference between any significant accounting estimates and assumption made and actual results, the historical experience and other factors will be taken into account in order to continue assessment and adjustment. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Please see below for the description of significant accounting judgments, estimation and assumption uncertainties.
a. Valuation of inventories
As inventories are stated at the lower of cost and net realizable value, the Consolidated Company shall determine the net realizable value of inventories at the end of the reporting period using judgments and estimates.
The Consolidated Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value at the end of the reporting period, and writes down the cost of inventories to the net realizable value. This inventory valuation is based on inventory nature, inquiries into the selling prices of neighboring regions or the selling prices of units sold, and is therefore subject to significant changes.
b. Impairment assessment of assets
In the process of evaluating the potential impairment of tangible and intangible assets other than goodwill, the Consolidated Company is required to make subjective judgments in determining the independent cash flows, useful lives, expected future income, and expenses related to the specific asset groups considering of the nature of the industry. Any changes in these estimates based on changed economic conditions or business strategies and could result in significant impairment charges.
c. Provisions
Provisions are provisions for post-sale warranty liabilities, which are the present value of the Consolidated Company's management's best estimate of future economic outflows resulting from warranty obligations. The estimates are based on contractual agreements and management's historical warranty experience, and are subject to adjustment due to construction materials, construction methods or other events that affect product quality. These estimates are primarily based on economic outflows over the future warranty period and are subject to change.
d. Realizability of deferred income tax assets
Deferred income tax assets are recognized only to the extent that it is probable that future taxable income will be available against which the deductible temporary differences can be utilized. Assessment of the realizability of deferred income tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. The global economic environment and industry environment transition and decree changes may incur significant adjustment of deferred tax assets.
-
- Descriptions of Material Accounting Items
- a. Cash and cash equivalent
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Cash on hand and petty cash | \$2,039 | \$736 |
| Demand deposits | 572,746 | 393,882 |
| Checking deposits | 50,124 | 44 |
| Total | \$624,909 | \$394,662 |
- 1) The Consolidated Company possesses good credit with financial institutions, and contacts with several financial institutions to diversify credit risk, anticipated possibility of default is very low, the exposure cash amount on maximum credit risks at the end of the reporting period is same as cash equivalents.
- 2) For the disclosed information on the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Consolidated Company, please refer to Note XII.
- b. Financial assets at fair value through profit or loss
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Current | ||
| Domestic listed stocks | \$89,930 | \$87,400 |
| Non-current - 2020 |
December 31, 2019 | December 31, 2019 |
- 1) The Consolidated Company's investment in domestic unlisted stocks has been designated as investments at fair value through profit or loss.
- 2) The Consolidated Company recognized a valuation loss of NT\$7,599 thousand in 2020 and a valuation gain of NT\$39,935 thousand in 2019, plus a loss of NT\$10,365 thousand in 2020 and a gain of NT\$291 thousand in 2019 from disposal of financial assets at fair value through profit or loss.
- 3) The Consolidated Company has disclosed the credit and interest rate risks associated with financial instruments in Note XII.
- 4) None of the financial assets of the Consolidated Company has been pledged as collateral.
c. Receivables
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Notes receivable | ||
| Measured at amortized cost | ||
| Less than 1 year | \$40,159 | \$56,710 |
| Over 1 year | 0 | 52,000 |
| Total | \$40,159 | \$108,710 |
| Trade receivables | ||
| Measured at amortized cost | ||
| Less than 1 year | \$106,019 | \$55,679 |
| Less: Allowance for doubtful accounts - | (22) | (22) |
| Trade receivables | ||
| Total | \$105,997 | \$55,657 |
| Trade receivables - related parties |
||
| Measured at amortized cost | ||
| Less than 1 year | \$2 | \$10 |
| Installment receivables | ||
| Less than 1 year | \$0 | \$195 |
| Over 1 year | 0 | 0 |
| Total | \$0 | \$195 |
- 1) The Consolidated Company's long-term notes receivable and long-term installment receivable of more than one year are classified as non-current assets.
- 2) The installment receivables from the Consolidated Company provide customers with installment payments for the final payment of their homes over a period of approximately one to three years, and a second mortgage is created on each of the homes as security for the payments.
- 3) The Consolidated Company's long-term notes receivable of more than one year represent advance payments from customers for decoration work. The period of one to three years is due to the time required for design and construction for the purchase of the rough housing units, and revenue is recognized upon completion and acceptance of the decoration.
- 4) The Consolidated Company applies the simplified approach on the estimation of expected credit losses for all notes receivable (including long-term notes receivable) and trade receivables (including installment receivables), that is, a loss allowance is recognized based on the lifetime of expected credit losses. To measure the expected credit losses, notes and accounts receivables were grouped based on shared characteristics of credit risk on remaining payments before due date, and forwardlooking information was incorporated as well. The expected credit loss of notes receivable (including long-term notes receivable) and trade receivables (including installment receivables) of the Consolidated Company is as follows:
| December 31, 2020 | |||
|---|---|---|---|
| Carrying amount of notes | |||
| receivable (including | |||
| long-term notes | Weighted | Allowance for | |
| receivable) and trade | average expected | expected credit losses during the |
|
| receivables (including | credit loss ratio | period | |
| long-term installment | |||
| receivables) | |||
| Not overdue | \$146,158 | 0% | \$0 |
| Less than 60 days | 0 | 0% | 0 |
| Over 365 days | 22 | 100% | 22 |
| Total | \$146,180 | \$22 |
— 136 —
| December 31, 2019 | |||
|---|---|---|---|
| Carrying amount of notes | |||
| receivable (including long | Weighted | Allowance for | |
| term notes receivable) and | average expected credit loss ratio |
expected credit | |
| trade receivables (including | losses during the | ||
| long-term installment | period | ||
| receivables) | |||
| Not overdue | \$164,530 | 0% | \$0 |
| Less than 60 days | 42 | 0% | 0 |
| Over 365 days | 22 | 100% | 22 |
| Total | \$164,594 | \$22 |
The changes in the allowance for losses on notes and trade receivables of the Consolidated Company were as follows
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Beginning balance | \$22 | \$22 |
| Increase in the current period | 0 | 0 |
| Ending balance | \$22 | \$22 |
- 5) The majority of the credit period of the Consolidated Company's receivables is the date of transfer of ownership of the premises to the bank, or the date of credit card payment for the premises and credit card payment for food and beverage services and room accommodations to the bank. The Consolidated Company is in the construction and tourism industry and has a large and unrelated customer base, so the concentration of credit risk is limited. Please refer to Note XII for related credit risk information.
- 6) The Consolidated Company's notes receivable (including long-term notes receivable) and trade receivables (including installment receivables) were not discounted or provided as collaterals.
- d. Other receivables
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Other receivables - related parties |
\$277 | \$325 |
| Other receivables | 750,063 | 96 |
| Total | \$750,340 | \$421 |
- 1) Other receivables related parties are the receivables from landlords for their share of sales and related parties for their share of expenses.
- 2) The Consolidated Company's other receivables were assessed not to be impaired and were not past due.
- e. Inventories
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Buildings held for sale | \$7,612,198 | \$10,040,381 |
| Land held for sale | 3,067,455 | 4,579,585 |
| Land under construction | 2,018,413 | 2,663,463 |
| Construction in progress | 694,670 | 747,836 |
| Land held for construction | 15,648,922 | 15,648,922 |
| Prepayment for land | 140,281 | 0 |
| Other inventories (Food & Beverage, etc.) | 5,035 | 4,953 |
| Less: Provision for loss of inventory | (542) | (12,833) |
| Total | \$29,186,432 | \$33,672,307 |
| Item | December 31, 2020 | December 31, 2019 |
| 1) Buildings held for sale |
||
|---|---|---|
| Wistron Financial Building | \$0 | \$10,536 |
| Mandala (Ji Jing) | 21,194 | 30,820 |
| Xiande Section No. 826 | 15,262 | 15,262 |
| King's Town Hyatt | 801,104 | 884,033 |
| Hua Shang | 114,478 | 114,478 |
| Hu Li Fang | 0 | 15,862 |
| Tian Feng | 145,518 | 145,014 |
| Ju Dan | 323,529 | 402,600 |
| King's Town | 2,233,297 | 2,356,373 |
| Yuashan Compound | 0 | 13,015 |
| Shi Shang King's Town | 249,997 | 455,958 |
| King's Town Garden | 1,003,595 | 1,482,476 |
| Yue He Di | 131,661 | 202,526 |
| Mei Shu Huang Ju | 1,953,523 | 3,123,915 |
| Yiwen Court | 614,443 | 787,111 |
| Xiang King's Town | 4,194 | 0 |
| Other projects | 403 | 402 |
| Total | \$7,612,198 | \$10,040,381 |
| Less: Provision for loss of inventory | (403) | (6,466) |
| Net | \$7,611,795 | \$10,033,915 |
| Item | December 31, 2020 | December 31, 2019 | |
|---|---|---|---|
| 2) | Land held for sale | ||
| Wistron Financial Building | \$0 | \$13,273 | |
| Mandala (Ji Jing) | 16,657 | 24,223 | |
| Xiande Section No. 826 | 6,247 | 6,247 | |
| King's Town Hyatt | 58,510 | 65,958 | |
| Hu Li Fang | 0 | 7,374 | |
| Tian Feng | 62,443 | 62,443 | |
| Ju Dan | 194,866 | 248,664 | |
| King's Town | 235,794 | 253,410 | |
| Yuashan Compound | 0 | 9,062 | |
| Shi Shang King's Town | 164,196 | 300,458 | |
| King's Town Garden | 521,512 | 813,211 | |
| Yue He Di | 128,525 | 201,851 | |
| Mei Shu Huang Ju | 1,341,896 | 2,146,941 | |
| Yiwen Court | 332,401 | 426,331 | |
| Xiang King's Town | 4,269 | 0 | |
| Other projects | 139 | 139 | |
| Total | \$3,067,455 | \$4,579,585 | |
| Less: Provision for loss of inventory | (139) | (6,367) | |
| Net | \$3,067,316 | \$4,573,218 | |
| Item | December 31, 2020 | |||
|---|---|---|---|---|
| Land under construction and | Land under | Construction in | ||
| 3) | construction in progress | construction | progress | Total |
| Fuhe Section No. 698-1 | \$353,729 | \$76,007 | \$429,736 | |
| Xindu Section No. 321, 163-1, 164 |
693,265 | 258,844 | 952,109 | |
| Aiqun No. 246, 5 in total (King's Town World of Heart) |
971,419 | 359,819 | 1,331,238 | |
| Total | \$2,018,413 | \$694,670 | \$2,713,083 |
| Item | December 31, 2019 | ||||
|---|---|---|---|---|---|
| 4) | Land under construction and construction in progress |
Land under construction |
Construction in progress |
Total | |
| Xinzhuang No. 92, 95 (Xiang King's Town) |
\$645,050 | \$533,259 | \$1,178,309 | ||
| Fuhe Section No. 698-1 | 353,729 | 65,855 | 419,584 | ||
| Xindu Section No. 321, 163-1, 164 |
693,265 | 53,129 | 746,394 | ||
| Aiqun No. 246, 5 in total (King's Town World of Heart) |
971,419 | 95,593 | 1,067,012 | ||
| Total | \$2,663,463 | \$747,836 | \$3,411,299 |
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| 5) Land held for construction |
||
| Kaohsiung Chenggong Section No. 84 | \$14,533 | \$14,533 |
| Kaohsiung Chenggong Section No. 60-1, 62-64 | 540,267 | 540,267 |
| Kaohsiung Longzhong Section No. 191 | 370,653 | 370,653 |
| Kaohsiung Longzhong Section No. 129-3, 129-4 | 1,610,110 | 1,610,110 |
| Kaohsiung Longzhong Section No. 128-4, etc., 3 in total |
716,926 | 716,926 |
| Kaohsiung Chenggong Section No. 74, 78 | 28,397 | 28,397 |
| Kaohsiung Chenggong Section No. 70 | 13,805 | 13,805 |
| Kaohsiung Chenggong Section No.83 | 19,016 | 19,016 |
| Kaohsiung Qinghai No. 229 | 4,278,594 | 4,278,594 |
| Kaohsiung Aiqun No. 2738-2 | 30,279 | 30,279 |
| Kaohsiung Qinghai No. 126 | 685,719 | 685,719 |
| Kaohsiung Qinghai No. 127 | 662,012 | 662,012 |
| Kaohsiung Qinghai No. 128 | 379,145 | 379,145 |
| Kaohsiung Longzhong Section No. 128-3 | 52,266 | 52,266 |
| Kaohsiung Bohsiao Section No. 1140, 7 in total | 655,287 | 655,287 |
| Kaohsiung Lantian Middle Section No. 30-2 Kaohsiung Xingnan Section No. 11 |
\$757,742 259,585 |
\$757,742 259,585 |
| Kaohsiung Longzhong Section No. 22 | 1,998,033 | 1,998,033 |
| Kaohsiung Xinmin No. 160 | 792,708 | 792,708 |
| Kaohsiung Xinmin No. 159 | 828,072 | 828,072 |
| Transferable land and deformed land | 955,773 | 955,773 |
| Total | \$15,648,922 | \$15,648,922 |
| Item | December 31, 2020 | December 31, 2019 |
| 5) Prepayment for land |
||
| Tainan Anan District, Caohu Phase I | \$50,033 | \$0 |
| Tainan Yuguang Section No. 880, 3 in total | 35,023 | 0 |
| Kaohsiung Chenggong Section No. 73 | 8,880 | 0 |
| Kaohsiung Qiaotou Shixing Section No. 924 | 1,400 | 0 |
| Kaohsiung Qiaotou Shixing Section 925, 3 in total | 10,000 | 0 |
| Kaohsiung Qiaotou Shixing Section 927, 3 in total | 9,250 | 0 |
| Kaohsiung Qiaotou Shixing Section 928, 3 in total | 11,495 | 0 |
| Kaohsiung Qiaotou Shixing Section 967 | 660 | 0 |
| Kaohsiung Qiaotou Shixing Section 968 | 4,260 | 0 |
| Kaohsiung Chenggong Section No. 79 | 8,880 | 0 |
| Kaohsiung Qiaotou Shixing Section 867 | 400 | 0 |
| Subtotal | \$140,281 | \$0 |
6) Other inventories
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Food | \$3,378 | \$3,125 |
| Beverage | 1,657 | 1,828 |
| Subtotal | \$5,035 | \$4,953 |
- 7) The above-listed premises under construction are residential buildings and translucent houses built in Kaohsiung City. The amount of interest capitalized in construction in progress was NT\$42,126 thousand and NT\$133,144 thousand in 2020 and 2019, respectively.
- 8) The land purchased or sold in Kaohsiung City and Tainan City is recorded as prepaid land at the time of signing the contract and paying for each installment and is transferred to the land for future construction after the transfer. The amount of interest capitalized for operating sites and prepaid land was NT\$56 thousand and NT\$6,811 thousand in 2020 and 2019, respectively.
- 9) Please refer to Note VIII to the financial statements for the pledge of premises for sale, premises under construction and construction sites.
- 10) Cost of goods sold related to inventories amounted to NT\$5,580,329 thousand and NT\$3,295,374 thousand in 2020 and 2019, respectively; neither of which included NT\$12,291 thousand and NT\$9,300 thousand of inventory write-down benefit in 2020 and 2019, respectively.
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Prepaid expenses | \$431,977 | \$421,074 |
| Supplies inventories | 4,211 | 4,331 |
| Input tax | 513 | 6,203 |
| Tax overpaid retained for offsetting | ||
| the future tax payable | 25,919 | 133,724 |
| Tax refunds | 14 | 0 |
| Payments on behalf of others | 8,583 | 11,234 |
| Total | \$471,217 | \$576,566 |
f. Other current assets
- 1) Prepaid expenses consist of prepayments for various services, costs related to construction in progress and insurance premiums.
- 2) Supplies inventory is the balance of supplies used in guest rooms and restaurants.
g. Other financial assets - current
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Restricted bank deposits | \$6,479 | \$2,069 |
Other financial assets-current are pledged by the Consolidated Company as collateral for bank deposits in the form of a performance trust for prepayment of gift certificates issued by the Consolidated Company, please refer to Note VIII.
h. Investments accounted for using the equity method
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Name of Investee | Amount | Shareholding | Amount | Shareholding |
| Associate | ||||
| Yangmin International Catering Co., Ltd. |
\$15,566 | 40% | \$14,786 | 40% |
- 1) In 2016, the Consolidated Company invested in Yangmin International Catering Co., Ltd. at a cost of NT\$8,000 thousand, which is mainly engaged in the operation of Chinese and Western restaurants. Investments accounted for using the equity method are recognized on the basis of the investee's share of the financial statements audited by other accountants during the same period. As of December 31, 2020 and 2019, the balance of investments amounted to NT\$15,566 thousand and NT\$14,786 thousand, representing 0.05% and 0.04% of the total consolidated assets, respectively. The share of interest in associates recognized under the equity method amounted to NT\$5,777 thousand and NT\$5,552 thousand for 2020 and 2019, respectively, accounting for 0.34% of the consolidated profit or loss.
- 2) Associate
- a) The basic information of the Consolidated Company's associates is as follows.
| % | ||||
|---|---|---|---|---|
| Name of Investee | Main Operation Locations |
Principal Business Operation |
December 31, 2020 |
December 31, 2019 |
| Yangmin International Catering Co., Ltd. |
Taiwan | Catering business |
40% | 40% |
b) Aggregate financial information of the Consolidated Company's associates is as follows.
Balance Sheet
| Yangmin International Catering Co., Ltd. | ||
|---|---|---|
| December 31, 2020 | December 31, 2019 | |
| Current assets | \$40,814 | \$34,990 |
| Non-current assets | 11,105 | 11,730 |
| Current liabilities | (13,004) | (9,755) |
| Non-current liabilities | 0 | 0 |
| Net assets | \$38,915 | \$36,965 |
Comprehensive Income Statement
| Yangmin International Catering Co., Ltd. | ||
|---|---|---|
| December 31, 2020 | December 31, 2019 | |
| \$86,295 | \$88,785 | |
| \$42,992 | \$43,620 | |
| \$14,443 | \$13,881 | |
| \$0 | \$0 | |
| \$14,443 | \$13,881 | |
| \$4,997 | \$4,819 | |
i. Property, plant and equipment
| Prepayments for equipment and outstanding |
|||||||
|---|---|---|---|---|---|---|---|
| Housing and Construction | Machinery | Office Equipment | Other Equipment | Operating equipment | work | Total | |
| Cost | |||||||
| 2020.01.01 | \$973,094 | \$1,266 | \$8,130 | \$33,017 | \$13,644 | \$9,235 | \$1,038,386 |
| Increase | 1,461 | 1,355 | 264 | 6,366 | 2,511 | 402 | 12,359 |
| Disposal and obsolescence | 0 | 0 | (493) | (163) | (1,194) | 0 | (1,850) |
| Re-classification | 0 | 4,942 | 0 | 4,031 | 2 | (9,049) | (74) |
| Others | (2,684) | 0 | 0 | 0 | (263) | 0 | (2,947) |
| 2020.12.31 | \$971,871 | \$7,563 | \$7,901 | \$43,251 | \$14,700 | \$588 | \$1,045,874 |
| 2019.01.01 | \$971,760 | \$1,006 | \$8,130 | \$29,716 | \$12,243 | \$0 | \$1,022,855 |
| Increase | 1,334 | 260 | 0 | 3,301 | 2,850 | 9,235 | 16,980 |
| Disposal and obsolescence | 0 | 0 | 0 | 0 | (1,412) | 0 | (1,412) |
| Others | 0 | 0 | 0 | 0 | (37) | 0 | (37) |
| 2019.12.31 | \$973,094 | \$1,266 | \$8,130 | \$33,017 | \$13,644 | \$9,235 | \$1,038,386 |
| Accumulated depreciation and impairment | |||||||
| 2020.01.01 | \$162,774 | \$304 | \$3,998 | \$9,228 | \$0 | \$0 | \$176,304 |
| Depreciation | 61,180 | 570 | 1,618 | 4,600 | 0 | 0 | 67,968 |
| Disposal and obsolescence | 0 | 0 | (493) | (163) | 0 | 0 | (656) |
| 2020.12.31 | \$223,954 | \$874 | \$5,123 | \$13,665 | \$0 | \$0 | \$243,616 |
| 2019.12.31 | \$101,931 | \$160 | \$2,319 | \$5,659 | \$0 | \$0 | \$110,069 |
| Depreciation | 60,843 | 144 | 1,679 | 3,569 | 0 | 0 | 66,235 |
| 2019.12.31 | \$162,774 | \$304 | \$3,998 | \$9,228 | \$0 | \$0 | \$176,304 |
| Net carrying amount | |||||||
| 2020.12.31 | \$747,917 | \$6,689 | \$2,778 | \$29,586 | \$14,700 | \$588 | \$802,258 |
| 2019.12.31 | \$810,320 | \$962 | \$4,132 | \$23,789 | \$13,644 | \$9,235 | \$862,082 |
| 2019.01.01 | \$869,829 | \$846 | \$5,811 | \$24,057 | \$12,243 | \$0 | \$912,786 |
a) In July 2012, the Consolidated Company entered into a land right deed with the Kaohsiung City Government for the establishment of land rights at Lot 22, Longbei Section, Kaohsiung City for a period of 50 years for the construction of a tourist hotel, which was completed in May 2017. The building was classified as investment property in the Company's individual financial statements and a lease agreement was signed with a subsidiary on January 18, 2017 for the operation of the tourist hotel business by the subsidiary, which is the property, plant and equipment of the Consolidated Company.
- b) Prepayments for equipment and outstanding work from January 1 to December 31, 2020 were separately reclassified to intangible assets of NT\$60 thousand and reclassified to expense of NT\$14 thousand.
- c) Please refer to Note VIII to the financial statements for the guarantees provided by property, plant and equipment.
- d) Please refer to Note VI(XVI) for information on property, plant and equipment and land and premises for sale held by the Consolidated Company that are leased to others under operating leases.
- j. Right-of-use assets
- 1) Major lease activities and terms
- a) The Consolidated Company acquired the land right of the Kaohsiung Municipal Government located at No. 22, Longbei Section, Gushan District for the construction of a tourist hotel for a period of 50 years and agreed that the Consolidated Company shall not assign, mortgage, lease or lend the land to others for construction use except with the prior consent of the Kaohsiung Municipal Government, and upon the termination of the continuance period, the Consolidated Company shall have no contractual preferential rights to acquire all the leased land.
- 2) Below is the carrying amounts of right-of-use assets and their recognized depreciation expenses:
| Land | |
|---|---|
| Cost of right-of-use assets | |
| Balance as of January 1, 2020 | \$65,760 |
| Balance as of December 31, 2020 | \$65,760 |
| Balance as of January 1, 2019 | \$0 |
| Impacts of retrospective application of IFRS 16 | 65,760 |
| Balance as of January 1, 2019 after adjustment | \$65,760 |
| Balance as of December 31, 2019 | \$65,760 |
| Depreciation of right-of-use assets | |
| Balance as of January 1, 2020 | \$1,515 |
| Current depreciation | 1,514 |
| Balance as of December 31, 2020 | \$3,029 |
| Balance as of January 1, 2019 | \$0 |
| Current depreciation | 1,515 |
| Balance as of December 31, 2019 | \$1,515 |
| Carrying amount | |
| December 31, 2020 | \$62,731 |
| December 31, 2019 | \$64,245 |
3) Please refer to Note VI(XVII) for the description of lease liabilities.
k. Intangible assets
| Land use rights | Other intangible assets |
Total | |
|---|---|---|---|
| Cost | |||
| Balance as of January 1, 2020 | \$200,020 | \$5,891 | \$205,911 |
| Increase | 0 | 477 | 477 |
| Re-classification | 0 | 60 | 60 |
| Derecognition maturity | 0 | (766) | (766) |
| Balance as of December 31, 2020 | \$200,020 | \$5,662 | \$205,682 |
| Balance as of January 1, 2019 | \$200,020 | \$4,830 | \$204,850 |
| Increase | 0 | 1,168 | 1,168 |
| Derecognition maturity | 0 | (108) | (108) |
| Balance as of December 31, 2019 | \$200,020 | \$5,890 | \$205,910 |
| Accumulated amortization | |||
| Balance as of January 1, 2020 | \$30,002 | \$2,386 | \$32,388 |
| Amortization | 4,001 | 769 | 4,770 |
| Derecognition maturity | 0 | (766) | (766) |
| Balance as of December 31, 2020 | \$34,003 | \$2,389 | \$36,392 |
| Balance as of January 1, 2019 | \$26,002 | \$1,499 | \$27,501 |
| Amortization | 4,000 | 994 | 4,994 |
| Derecognition maturity | 0 | (108) | (108) |
| Balance as of December 31, 2019 | \$30,002 | \$2,385 | \$32,387 |
| Net carrying amount | |||
| Balance as of December 31, 2020 | \$166,017 | \$3,273 | \$169,290 |
| Balance as of December 31, 2019 | \$170,018 | \$3,505 | \$173,523 |
| Balance as of January 1, 2019 | \$174,018 | \$3,331 | \$177,349 |
1) Amortization expense for the Consolidated Company's intangible assets for 2020 and 2019 is reported in the following items
| Item | 2020 | 2019 |
|---|---|---|
| Manufacturing overheads | \$2,801 | \$2,800 |
| Operating expenses | 1,969 | 2,194 |
| Total | \$4,770 | \$4,994 |
2) In July 2012, the Consolidated Company entered into a land right deed with the Kaohsiung City Government for the establishment of the land at Lot 22, Sec. 22, Longbei, Kaohsiung City, with a royalty amount of \$200,020 thousand for the period from July 2012 to July 2062 for the operation of a tourist hotel.
- 3) As of the end of each reporting period, none of the intangible assets of the Consolidated Company has been pledged as collateral.
- l. Short-term borrowings/ Short-term bills payable
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| 1) Short-term borrowings | ||
| Secured loans | \$4,488,806 | \$4,954,779 |
| Credit loans | 0 | 1,000 |
| Total | \$4,488,806 | \$4,955,779 |
| Unused limit - short-term borrowings |
\$2,047,854 | \$1,001,881 |
| Interest rate range Secured loans |
1.387%~1.585% | 1.545%~1.975% |
| Repayment period | 2021.01.01~112.05.25 | 2020.1.2~2020.11.20 |
| 2) Short-term bills payable | \$4,213,000 | \$4,280,000 |
| Less: Discount on short-term bills payable | (4,693) | (1,847) |
| Net | \$4,208,307 | \$4,278,153 |
| Unused limit - short-term bills payable |
\$2,384,000 | \$1,507,000 |
| Interest rate range | ||
| Short-term bills payable | 1.498%~1.82% | 0.688%~1.959% |
The Consolidated Company pledged its own assets and related parties' real estate and stocks as collateral for bank loans and commercial paper, please refer to Notes VII and VIII.
m. Provisions - current
| Warranty provision | |
|---|---|
| Balance as of January 1, 2020 | \$31,504 |
| Newly increased liability provision for the period | 4,313 |
| Balance as of December 31, 2020 | \$35,817 |
| Balance as of January 1, 2019 | \$24,964 |
| Newly increased liability provision for the period | 6,540 |
| Balance as of December 31, 2019 | \$31,504 |
Provisions represents post-sale warranty expenses. The provision for warranty is based on historical experience and management's judgment of the present value of estimated future economic outflows, which are expected to be incurred within five years after the completion of the housing units.
n. Collection
borrowings
| Item | December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|---|
| Land collections | \$9,045 | \$23,021 | |||
| Building collections | 20,960 | 31,531 | |||
| Decoration collections | 26,400 | 9,200 | |||
| Total | Collections - others |
30,838 \$87,243 |
25,737 \$89,489 |
||
| o. | Long-term borrowings | ||||
| Nature of borrowings |
Borrowing period, repayment method and interest rate range |
December 31, 2020 |
December 31, 2019 |
||
| Long-term bank borrowings |
|||||
| Secured borrowings |
From March 2020 to December 2028, interest is payable monthly, in one lump sum at maturity, at a floating rate of 1.73% as of December 31, 2020 |
\$1,765,000 | \$0 | ||
| Secured borrowings |
From June 2019 to June 2026, interest is payable monthly, in one lump sum at maturity with floating interest rates ranging from 1.7% to 1.75% and 1.95% to 2% as of December 31, 2020 and 2019 respectively. |
694,000 | 694,000 | ||
| Secured borrowings |
Original from January 3, 2012 to January 3, 2016, then extended to January 3, 2020, then extended to January 3, 2024, interest is payable monthly, in one lump sum at maturity with floating interest rates of 1.54% and 1.9% as of December 31, 2020 and 2019. |
272,000 | 272,000 | ||
| Secured borrowings |
The borrowing period is 15 years from July 2017 to July 2033 (including a grace period of 2 years). Interest is payable monthly during the grace period and the principal is repayable at the end of the grace period by the interest method with a floating interest rate of 1.54% and 1.85% on December 31, 2020 and 2019, respectively. Borrowings due within one year were NT\$45,847 thousand and NT\$0 thousand as of December 31, 2020 and 2019, respectively. |
576,881 | 621,855 | ||
| Secured borrowings |
From May 2019 to November 2023, interest is payable monthly in a lump sum at maturity with floating interest rates of 1.45% and 1.7% as of December 31, 2020 and 2019, respectively. |
530,000 | 530,000 | ||
| Secured | \$1,300,000 | \$0 |
— 147 —
| Nature of borrowings |
Borrowing period, repayment method and interest rate range |
December 31, 2020 |
December 31, 2019 |
|---|---|---|---|
| From March 2020 to March 2025, interest is payable monthly in a lump sum at a floating rate of 1.45% as of December 31, 2020 |
|||
| Secured borrowings |
From October 2019 to October 2022, interest is payable monthly in a lump sum at maturity with floating interest rates of 1.43% and 1.68% as of December 31, 2020 and 2019, respectively. |
550,000 | 550,000 |
| Secured borrowings |
From November 2019 to November 2022, interest is payable monthly in a lump sum at maturity with floating interest rates of 1.43% and 1.68% as of December 31, 2020 and 2019, respectively. |
50,000 | 50,000 |
| Secured borrowings |
From January 2020 to January 2023, interest is payable monthly in a lump sum at a floating rate of 1.43% as of December 31, 2020 |
75,000 | 0 |
| Secured borrowings |
From November 2019 to November 2022, interest is payable monthly in a lump sum at maturity with floating interest rates of 1.43% and 1.68% as of December 31, 2020 and 2019, respectively. |
545,000 | 545,000 |
| Secured borrowings |
From January 2020 to January 2023, interest is payable monthly in a lump sum at a floating rate of 1.43% as of December 31, 2020 |
50,000 | 0 |
| Secured borrowings |
Interest is payable monthly from July 2019 to July 2021, with at least NT\$50,000 thousand of principal repayable on the date one year from the date of initial drawdown and the remainder due in one lump sum, at floating interest rates of 1.55% and 1.7% as of December 31, 2020 and 2019, respectively. Borrowings due within one year were transferred to NT\$89,986 thousand as of December 31, 2020. |
89,986 | 255,700 |
| Secured borrowings |
From June 2020 to June 2023, interest is payable monthly, in one lump sum at maturity, at a floating rate of 1.606649% as of December 31, 2020 |
\$500,000 | \$0 |
| Secured borrowings |
The borrowing was originally recorded as a short term borrowing from January 2012 to August 2017 and was extended to May 2019 in 2014, and was subsequently extended to June 2021 due to business needs. Therefore, it is transferred to long-term loans. Interest is payable monthly, in one lump sum at maturity at a floating rate, which was fully repaid in June 2020, with an interest rate of 2.10% to 2.15% as of December 31, 2019. |
0 | 2,133,070 |
| Nature of borrowings |
Borrowing period, repayment method and interest rate range |
December 31, 2020 |
December 31, 2019 |
|---|---|---|---|
| Secured borrowings |
The borrowing was originally granted from June 2013 to October 2016 and was extended in June 2016 to June 2020. Interest is payable monthly, in one lump sum at maturity at a floating rate, which was fully repaid in March 2020, with an interest rate of 2.215179% as of December 31, 2019. |
0 | 2,530,000 |
| Secured borrowings |
From September 2017 to September 2020, interest is payable monthly, in one lump sum at maturity at a floating rate, which was fully repaid in May 2020, with interest rates of 1.85% to 1.9% as of December 31, 2019. |
0 | 480,000 |
| Secured borrowings |
From March 2019 to June 2021, interest is payable monthly, in one lump sum at maturity at a floating rate, which was fully repaid in April 2020 with an interest rate of 2% as of December 31, 2019. |
0 | 599,430 |
| Secured borrowings |
The borrowing was originally from October 2014 to October 2019, and was extended in February 2016 to October 2021, with an additional loan of NT\$172,000 thousand within the line of credit on March 21, 2017; interest is paid monthly, with the principal repaid at least 70% of the sale price of the premises and the remaining principal repaid in one lump sum at maturity, at a floating interest rate, and was fully repaid in March 2020, with an interest rate of 2.0201% at December 31, 2019. |
\$0 | \$1,115,000 |
| Credit loans | From October 2018 to October 2020, interest is paid monthly and the principal is repaid in equal quarterly installments at a variable rate, which was fully repaid in September 2020, with an interest rate of 1.6% as of December 31, 2019. |
0 | 350,000 |
| Credit loans | From February 2018 to February 2020, interest is payable monthly, in one lump sum at maturity at a floating rate of 1.975% as of December 31, 2019, respectively. |
0 | 2,000 |
| Nature of borrowings |
Borrowing period, repayment method and interest rate range |
December 31, 2020 |
December 31, 2019 |
|---|---|---|---|
| Total | \$6,997,867 | \$10,728,055 | |
| Less: Net long-term borrowings due within one year or one operating cycle Use this segment |
(135,833) | (3,634,000) | |
| Net | \$6,862,034 | \$7,094,055 | |
| Unused limit | \$1,560,000 | \$3,941,945 |
Long-term bank borrowings were secured by the Consolidated Company's own assets and real estate and stocks provided by related parties; please refer to Notes VII and VIII for details.
p. Lease agreements
1) The Consolidated Company's lease liabilities are as follows
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Current | 1,062 | 1,044 |
| Non-current | 62,628 | 63,690 |
Please refer to Note XII for maturity analysis.
The Consolidated Company has no material issuance, repurchase or repayment of lease liabilities due to the addition or release of leases in 2020 and from January 1 to December 31, 2020 and 2019.
The amount of leases recognized in profit or loss was as follows
| 2020 | 2019 | |
|---|---|---|
| Interest expense – lease obligations payable |
\$1,110 | \$1,128 |
| Short-term lease expenses | \$9,846 | \$8,024 |
| Expense on leases with low-value underlying assets |
\$791 | \$230 |
The amounts recognized in the statements of cash flows are:
| 2020 | 2019 | |
|---|---|---|
| Total cash flows on lease | \$12,738 | \$14,261 |
The Consolidated Company selects to apply recognition exemptions to leases of vehicles and low-value business machines that qualify as short-term leases, and does not recognize the related right-of-use assets and lease liabilities for the said leases.
- 2) Lessor lease (recorded as operating income)
- a) The Consolidated Company leases investment properties, premises for sale and construction sites, which are classified as operating leases because almost all the risks and remuneration attached to the ownership of the underlying assets have not been transferred.
- b) The Consolidated Company recognized rental income based on operating lease contracts (recorded as operating income) of NT\$23,689 thousand and nT\$14,722 thousand for the years from January 1, to December 31, 2020 and 2019.
- c) The maturity analysis of lease payments under operating leases of the Consolidated Company to report the total undiscounted lease payments to be received in the future is presented as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Within 1 year | \$14,208 | \$13,473 |
| 1 to 5 years | 20,536 | 19,699 |
| Over 5 years | 11,198 | 9,547 |
| Non-discounted future cash flows of lease | \$45,942 | \$42,719 |
d) The Consolidated Company has two signed leases that are not included in the above table. The lease for the period from October 1, 2019 to February 28, 2035 is currently in litigation with the lessee as described in Note IX, and the other lease for the period from January 1, 2020 to January 31, 2030 has not been determined by agreement and the official commencement date, therefore, neither lease has been collected since it was signed and therefore is not included in the above table.
q. Deposits received
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Construction contract performance deposits | \$0 | \$133,958 |
| Lease deposits | 3,586 | 3,586 |
| Total | \$3,586 | \$137,544 |
- r. Share capital
- 1) As of December 31, 2020 and December 31, 2019, the Consolidated Company's total authorized share capital was NT\$4,500,000 thousand, with a par value of NT\$10 per share, and its paid-in capital were NT\$3,711,931 thousand and NT\$3,848,464 thousand, respectively, with 371,193 thousand and 384,846 thousand common shares issued, respectively, and payments for all issued shares have been received. Quantities of the Consolidated Company's outstanding ordinary shares at the beginning and end of the periods were deemed reconciled as follows: (Unit: thousand shares)
| 2020 | 2019 | |
|---|---|---|
| January 1 | 384,846 | 384,655 |
| Cancellation of repurchase treasury shares | (14,189) | 0 |
| Capital increase by employee bonus | 536 | 191 |
| December 31 | 371,193 | 384,846 |
- 2) On May 13, 2020, the Consolidated Company resolved by the Board of Directors to issue 535,736 new shares by transferring employees' remuneration of \$18,215 thousand, and the number of shares issued was calculated based on the closing price on the day before the board of directors' resolution. This capital increase was reported to the Financial Supervisory Commission on September 14, 2020, and the board of directors resolved on September 24, 2020, that the base date for the capital increase is September 25, 2020.
- 3) On March 13, 2020, the Consolidated Company resolved by the Board of Directors to repurchase 10,000 thousand shares of the Company's ordinary shares. The repurchased shares will be canceled, and on June 19, 2020, the Board of Directors resolved to set June 29, 2020 as the base date for the capital reduction, and the change of registration was completed on July 23, 2020.
- 4) On June 19, 2020, the Consolidated Company's board of directors resolved to repurchase 5,000 thousand shares of the Company's common stock. The repurchased shares will be canceled and the actual number of repurchased shares is 4,189 thousand, and on September 24, 2020, the board of directors resolved to set September 25, 2020 as the base date for the capital reduction, and the change was registered on October 21, 2020.
- 5) On June 27, 2019, the Consolidated Company resolved at the shareholders' meeting to issue 191,450 new shares by transferring \$5,456 thousand of employees' remuneration,
and the number of shares issued was calculated based on the closing price on the day before the resolution of the board of directors. This capital increase has been approved by the Financial Supervisory Commission on July 11, 2019, and the board of directors resolved the base date of capital increase to be August 1, 2019, and the change of registration was completed on August 30, 2019.
- 6) Treasury shares
- a) The reason for share re-acquisition and movements in the number of treasury stock are as follows:
| Name of the | December 31, 2020 | |||
|---|---|---|---|---|
| Year of repurchase |
Company holding the shares |
Reason for share re acquisition |
Thousand shares |
Carrying amount |
| 4th time | The Company | Maintain the Company's credit and shareholders' rights and interests, and handle the cancellation of shares |
10,000 | 310,543 |
| 5th time | The Company | Maintain the Company's credit and shareholders' rights and interests, and handle the cancellation of shares |
4,189 | 152,919 |
| Cancel | (14,189) | (463,462) | ||
| Total | 0 | 0 |
There was no such situation on December 31, 2019.
- b) According to the Securities and Exchange Act, the number of shares outstanding repurchased by the Company shall not exceed 10% of the number of issued shares, and the total amount repurchased shall not exceed the sum of the Company's retained earnings, share premium, and realized capital surplus.
- c) Treasury shares held by the Consolidated Company may be neither pledged nor assigned rights in accordance with the Securities and Exchange Act
- d) On June 19, 2020, the Consolidated Company's Board of Directors resolved to repurchase 5,000 thousand shares of treasury shares in accordance with Article 28-2 of the Securities and Exchange Act to protect the Company's credit and shareholders' rights. 4,189 thousand shares were actually repurchased from June 22 to August 21, 2009, at an average purchase price of NT\$36.52 per share. On September 24, 2020, the Board of Directors resolved to cancel 4,189 thousand shares of treasury shares repurchased at a cost of NT\$152,919 thousand, using September 25, 2020 as the base date for capital reduction. Based on March 31, 2020, the maximum number of shares that the Consolidated Company may
repurchase is 37,484.6 thousand shares and the maximum amount of shares to be purchased is NT\$9,987,685 thousand.
- e) On March 13, 2020, the Consolidated Company's Board of Directors resolved to repurchase 10,000 thousand shares of treasury stock in accordance with Article 28-2 of the Securities and Exchange Act to protect the Company's credit and shareholders' rights, and the repurchase was executed in full from March 16 to May 15, 2020, at an average purchase price of NT\$31.05 per share. On June 19, 2020, the board of directors resolved to cancel 10,000 thousand shares of treasury shares repurchased at a cost of NT\$310,543 thousand, using June 29, 2020 as the base date for capital reduction. Based on the calculation as of September 30, 2019, the maximum number of shares of the Company that the Consolidated Company may repurchase is 38,484.6 thousand shares and the maximum amount of shares to be purchased is NT\$9,102,770 thousand.
- f) On June 19, 2020 and September 24, 2020, the Consolidated Company's board of directors resolved to cancel 10,000 thousand and 4,189 thousand shares of treasury shares repurchased, reducing capital by NT\$100,000 thousand and NTNT\$41,890 thousand, respectively, with the base dates of June 29, 2020 and September 25, 2020, respectively, and after the cancellation of 10,000 thousand and 4,189 thousand shares issued, the number of common shares outstanding was 371,193 thousand. The difference between the carrying amount and the par value of treasury shares is adjusted to the capital surplus in proportion to the cancellation, and any deficit is then transferred to retained earnings.
- s. Capital surplus
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Shares premium | \$40,015 | \$36,474 |
| Capital premium from previous year's employee bonuses |
12,858 | 3,541 |
| Cancellation of treasury shares transactions |
(52,873) | 0 |
| Net | \$0 | \$40,015 |
According to the Company Act, additional paid-in capital including the income derived from issuing shares at a premium and from endowments, in addition to being used to covering deficit, where there is no accumulated deficit in a company, shall be distributed by issuing new shares to shareholders in proportion to the number of shares being held or by cash. In addition, according to relevant provisions of the Securities Exchange Act, when allocating capital from the aforementioned additional paid-in capital, the combined capitalized amount each year shall not exceed 10 percent of the paid-up capital. A company shall not use the additional paid-in capital to make good its capital loss, unless the surplus reserve is insufficient to make good such loss.
t. Retained earnings
Based on the Articles of Incorporation, the annual earnings of the Company shall be first appropriated to pay taxes and offset accumulated losses before allocating 10% of the remaining earning to the legal reserve (not applicable where accumulated legal reserve has reached the amount required by law and regulations) and a special reserve in accordance to CMP's operating needs and pursuant to the applicable law and regulations. Any retained earnings available for distribution together with accumulated undistributed retained earnings may be proposed by the Board of Directors to appropriate and be resolved at the Annual General Meeting. The percentage of cash dividends shall not be less than 10% of the total amount distributed. The percentage shall be determined by the board of directors after considering the financial condition of the Company, except that no cash dividends may be paid when the debt ratio in the annual financial statements exceeds 50%. The ratio of stock dividends and cash dividends mentioned in the preceding paragraph shall be adjusted according to the relevant laws and regulations and regulations. The adjustment shall be proposed by the Board of Directors and submitted to the shareholders' meeting for resolution. Please refer to Note VI(XXV) for the employee compensation distribution policy set forth in the Articles of Incorporation.
1) Legal reserve
According to the Company Act, after-tax surplus profits shall first set aside 10% of said profits as legal reserve, unless legal reserve equals to the paid-in capital. Legal reserve may be used to offset deficit. The legal reserve shall be exclusively used to cover accumulated deficit, to issue new stocks or distribute cash to shareholders in proportion to their share ownership. The use of legal reserve for the issuance of stocks or cash dividends to shareholders in proportion to their share ownership is permitted provided that the balance of such reserve exceeds 25% of the Corporation's paid-in capital.
2) Special reserve
When the Consolidated Company distributes its earnings, it should set aside from the earnings of the current period and the accumulated unappropriated earnings a special reserve which is equivalent to the amount of the net reductions of other equity in the current period. If the distributed earnings was appropriated from the accumulated unappropriated earnings of prior periods, a special reserve which is equivalent to the amount of the distribution should be appropriated. If subsequently there is a reversal of the reductions in other equity interest, earnings can be distributed from the reversal.
3) Dividend distribution
The shareholders' meetings approved the distribution of earnings for years ended December 31, 2019 and 2018 on June 24, 2020 and June 27, 2019 as follows:
4) The proposal of distribution of earnings for 2020 was approved by the Company's board of directors on March 24, 2021, but has not yet been resolved by the shareholders' meeting; the proposal is as follows:
| 2020 | |||
|---|---|---|---|
| Amount | Dividends per share (NT\$) |
||
| Legal reserve | \$168,468 | ||
| Cash dividend | 0 | \$0 | |
| u. Operating revenue |
|||
| 2020 | 2019 | ||
| Land revenue | \$4,207,699 | \$2,976,146 | |
| Building revenue | 4,212,905 | 2,743,046 | |
| Lease revenue | 23,689 | 14,722 | |
| Accommodation service revenue |
88,606 | 130,870 | |
| Catering service revenue | 134,950 | 125,415 | |
| Total | \$8,667,849 | \$5,990,199 | |
| 1) Revenue breakdown |
2020 | 2019 | |
| Major regional markets | |||
| Taiwan | \$8,667,849 | \$5,990,199 | |
| Major products/ service | |||
| Premises revenue | \$8,420,604 | \$5,719,192 | |
| Lease revenue | 23,689 | 14,722 | |
| Catering service revenue | 134,950 | 125,415 | |
| Accommodation service revenue |
88,606 | 130,870 | |
| Total | \$8,667,849 | \$5,990,199 | |
| 2020 | 2019 | ||
| Timing of revenue | ||
|---|---|---|
| recognition: | ||
| At a fixed point in time | \$8,556,986 | \$5,847,174 |
| Performance obligations fulfilled over time |
110,863 | 143,025 |
| Total | \$8,667,849 | \$5,990,199 |
2) Contract liabilities - current
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Sale of premises | \$494,825 | \$475,689 |
| Rental premises | 878 | 40 |
| Room and catering services | 8,454 | 6,727 |
| Advances from gift card | 10,929 | 8,040 |
| Total | \$515,086 | \$490,496 |
Changes in contract liabilities are mainly due to timing difference between performance obligations and customer payment.
The Consolidated Company's contracts for the sale of pre-sale premises and advances from gift cards contain provisions for pre-receipt of payments from customers, and the time interval between the pre-receipt and the transfer of merchandise control is longer than one year. According to IFRS 15, contract liabilities related to sales of pre-sale of premises and advances from gift cards contracts were recognized.
The amount from the opening contract liabilities recognized in operating income was NT\$374,657 thousand and NT\$46,849 thousand from January 1 to December 31, 2020 and 2019, respectively.
v. Interest income
| 2020 | 2019 |
|---|---|
| \$151 | \$198 |
| 67 | 87 |
| \$218 | \$285 |
| 2020 | 2019 |
| \$710 | \$815 |
| 9,016 | 0 |
| 6,700 | 15,091 |
| \$16,426 | \$15,906 |
x. Other gains and losses
| 2020 | 2019 | |
|---|---|---|
| Exchange gains | \$3 | \$22 |
| Disposal of financial assets at fair value through profit or loss |
(10,365) | 291 |
| Gain (loss) on valuation of financial assets at fair value through profit or loss |
(7,599) | 39,935 |
| Others | (548) | (175) |
| Total | (\$18,509) | \$40,073 |
| y. Finance costs |
||
| 2020 | 2019 | |
| Interest expenses | ||
| Bank borrowings | \$286,761 | \$342,341 |
| Lease liabilities | 1,110 | 1,128 |
| Less: Capitalization of interest | (42,182) | (139,955) |
| Finance costs | \$245,689 | \$203,514 |
z. Post-retirement benefit plans
1) Defined contribution plans
The Consolidated Company's retirement plan under the Labor Pension Act is a defined contribution retirement plan. The Consolidated Company contributes 6% of employees' monthly salaries to the individual accounts of the Bureau of Labor Insurance. Under the plan, the Consolidated Company has no legal or constructive obligation to make additional financial contributions after making fixed contributions to the Bureau of Labor Insurance. The Consolidated Company recognized an expense of NT\$5,701 thousand and NT\$5,020 thousand in the consolidated statements of comprehensive income in 2020 and 2019, respectively.
| 2020 | 2019 | |
|---|---|---|
| Selling and marketing expenses - Retirement benefits expenses |
\$2,150 | \$1,706 |
| General and administrative expenses - Retirement benefits expenses |
\$1,797 | \$1,857 |
| Operating costs - Retirement benefits expenses |
\$1,754 | \$1,457 |
2) Defined benefit plans
In compliance with the requirements set forth in the Labor Standards Act, the Company has stipulated a defined benefit pension plan, which is applicable to the years of service rendered by regular employees prior to, and after (if employees elect to continue to apply the Labor Standards Act), the implementation of the Labor Pension Act on July 1, 2005. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Consolidated Company sets aside 2% of the employee's total salary each month as pension funds and deposit it to the designated account under the name of the Labor Pension Funds Supervisory Committee at the Bank of Taiwan. Before the end of each year, the Consolidated Company shall assess the balance in the designated account. If the total available amount of the appropriation is less than the amount required for the payment of pensions to all the employees who are eligible to retire in the following year, calculated according to the above method, the Consolidated Company will make up the deficiency in one single appropriation before the end of March in the following year.
a) The amount of retirement benefits expenses recognized in the consolidated statement of income for the defined benefit plans were as followed:
| 2020 | 2019 | |
|---|---|---|
| Service costs for the current period | \$534 | \$516 |
| Net interest on defined benefit liabilities (assets) | 245 | 283 |
| Recognized in profit or loss | \$779 | \$799 |
| Remeasurements | ||
| Compensation on plan assets (excluding net | ||
| interest on net defined benefit liabilities (assets)) |
(\$814) | (\$732) |
| Actuarial losses (gains) - experience adjustments |
18 | 1,271 |
| Actuarial losses (gains) - changes in financial assumptions |
1,066 | 373 |
| Recognized in other comprehensive income | \$270 | \$912 |
b) Retirement benefits expenses recognized in profit or loss for the aforementioned defined benefit plans were included as follows:
| 2020 | 2019 | |
|---|---|---|
| Selling and marketing expenses | \$65 | \$63 |
| General and administrative expenses | 714 | 736 |
| Total | \$779 | \$799 |
c) The amounts recognized in the consolidated balance sheet for obligations from defined benefit plans were as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Present value of defined benefit obligation | \$45,532 | \$49,528 |
| Fair value of plan assets | (24,140) | (24,896) |
| Net defined benefit liabilities | \$21,392 | \$24,632 |
d) The changes in the present value of the defined benefit obligation were as follows:
| 2020 | 2019 | |
|---|---|---|
| Beginning balance | \$49,528 | \$46,894 |
| Service costs for the current period | 534 | 516 |
| Interest expenses | 416 | 474 |
| Remeasurements | ||
| Actuarial losses (gains) - experience adjustments |
18 | 1,271 |
| Actuarial losses (gains) - changes in financial assumptions |
1,066 | 373 |
| Benefits paid on plan assets | (6,030) | 0 |
| Ending balance | \$45,532 | \$49,528 |
e) Change in fair value of plan assets were as follows:
| 2020 | 2019 | |
|---|---|---|
| Fair value of plan assets at the beginning of the | ||
| period | \$24,896 | \$21,567 |
| Expected return on plan assets | 171 | 191 |
| Remeasurements of plan assets (excluding net | ||
| interest included in net defined benefit liabilities | 814 | 732 |
| (assets)) | ||
| Contribution by the employer | 3,351 | 2,406 |
| Actual payment of employee benefits | (5,092) | 0 |
| Fair value of plan assets at the end of the period | \$24,140 | \$24,896 |
f) The fund asset of the Consolidated Company's defined benefit pension plan (hereinafter referred to as the "Fund") is entrusted to the Bank of Taiwan, which manages, or entrusts others to manage, the Fund in accordance with entrusted items enumerated in Article 6 of the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund" (i.e. deposit in domestic or foreign institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, and investment in domestic or foreign real estate and its securitization products) to the extent of limitations on investment percentage and amount as stipulated in the Fund's annual utilization plan. The status of utilization of the Fund is subject to supervision by the Labor Pension Fund Supervisory Committee. With regard to utilization of the Fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. In case any deficiency in the earnings arises, Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Consolidated Company is not entitled to participate in the operation and management of the fund, it is not possible to disclose the classification of the fair value of the plan assets in accordance with paragraph 142 of IAS 19. For the composition of the fair value of the fund in total as of the years ended December 31, 2020, and 2019, please refer to the various labor pension utilization reports issued by the government.
The Consolidated Company's contributions to the pension funds were deposited with Bank of Taiwan, were as follows:
| December 31, 2020 | December 31, 2019 |
|---|---|
| \$24,140 | \$24,896 |
g) The present value of the Consolidated Company's defined benefit obligations is calculated by certified actuaries. The major assumptions on the assessment date were as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Discount rate | 0.625% | 1.000% |
| Growth rate of future salary | 2.000% | 2.000% |
If changes occur in major actuarial assumptions with other assumptions unchanged, the present value of defined benefit obligations will increase (decrease) as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Discount rate | ||
| Increase by 0.25% | (\$716) | (\$743) |
| Decrease by 0.25% | \$734 | \$772 |
| Expected salary increase rate | ||
| Increase by 0.25% | \$702 | \$746 |
| Decrease by 0.25% | (\$692) | (\$719) |
The Consolidated Company is expected to make a contribution payment of NT\$283 thousand to the defined benefit plans for the one year period after the reporting date of 2020.
The weighted average period of the defined benefit plan is 10.11 years.
| The maturity analysis of the pension payments is as | |
|---|---|
| follows: | |
| Under 1 year | \$10,364 |
| 1 to 2 years | 914 |
| 2 to 5 years | 8,732 |
| Over 5 Years | 17,427 |
| \$37,437 |
aa. Employee bonus and remuneration to directors
The Company's Articles of Incorporation stipulates that, after annual earnings first offset against any deficit, a minimum of 1% shall be allocated as employee compensation and a maximum of 2% as directors' remuneration. When there are accumulated losses (including adjustments to unappropriated earnings), the Company shall offset the appropriate amounts before remuneration. The distribution can be made in the form of cash or stocks for employees. The Board of Directors shall resolve to distribute in the form of shares or cash to employees who meet specific criteria, and the distribution of employee compensation and remuneration to directors and supervisors shall be reported to the shareholders' meeting.
The amounts provided for employee compensation were NT\$19,524 thousand and NT\$18,215 thousand for 2020 and 2019, and the amounts provided for directors' compensation were both NT\$0 thousand, which were estimated by multiplying the Company's net income before income taxes for the period before employee and directors' compensation by one percent of employee compensation as specified in the Company's Articles of Incorporation, and remuneration to directors was NT\$0 thousand and was reported as operating expenses for the period.
On March 24, 2021, the Board of Directors resolved to distribute NT\$19,524 thousand for employee compensation and \$0 for director's remuneration for 2020, and on March 25, 2010, the Board of Directors resolved to distribute NT\$18,215 thousand for employee compensation and NT\$0 for director compensation for 2019. There was no difference from the amounts recognized as expenses in 2020 and 2019.
The aforementioned amounts are distributed in shares and the number of shares is calculated based on the closing price on the day before the Board of Directors' resolution.
For information on the Company's remunerations for employees and directors as resolved by the Board of Directors, please visit the "Market Observation Post System".
- bb. Income tax
- 1) Income tax expense
Major components of income tax expenses were as follows:
| 2020 | 2019 | |
|---|---|---|
| Current income tax expenses | ||
| Incurred this year | ||
| Income Tax | \$107,967 | \$51,592 |
| Land value increment tax | 108,590 | 58,460 |
| Unappropriated earnings | 74,509 | 22,397 |
| Tax refunds from previous years | (2,556) | 0 |
| Deferred tax |
| Occurrence and reversal of temporary differences |
(40,478) | 14,215 |
|---|---|---|
| Income tax expense | \$248,032 | \$146,664 |
2) Reconciliation of income tax expense to accounting profit.
| 2020 | 2019 | ||
|---|---|---|---|
| Accounting profit | \$1,932,924 | \$1,803,234 | |
| Tax at the applicable tax rate | \$386,584 | \$360,647 | |
| Effect of income tax adjustment items | |||
| Items to be increased (decreased) when determining taxable income |
(698) | 651 | |
| Valuation loss (gain) on financial assets |
1,520 | (7,987) | |
| Tax-exempt proceeds from land | (276,296) | (279,799) | |
| Tax-exempt income from marketable securities |
2,073 | 369 | |
| Land value increment tax | (21,718) | (11,692) | |
| Losses recognized under the equity method |
11,223 | 9,674 | |
| Deferred selling and marketing expenses |
5,455 | 38 | |
| Warranty provision | 863 | 1,308 | |
| Loss deduction credit for the first ten years |
(1,039) | (21,617) | |
| Occurrence and reversal of temporary differences |
(40,478) | 14,215 | |
| 10% levy on unappropriated earnings | 74,509 | 22,397 | |
| Other income taxes (land value increment tax) |
108,590 | 58,460 | |
| Tax refunds from prior year | (2,556) | 0 | |
| Income tax expense | \$248,032 | \$146,664 | |
| 3) | Income tax recognized in other comprehensive income | ||
| 2020 | 2019 |
| Deferred income tax gains (expense) |
||
|---|---|---|
| Related to defined benefit plan | ||
| remeasurement | (\$54) | (\$182) |
| Recognized in | ||||
|---|---|---|---|---|
| Recognized | other | |||
| Balance on | in profit or | comprehensive | Balance on | |
| January 1 | loss | income | December 31 | |
| a) January 1 to |
||||
| December 31, | ||||
| 2020 i. Deferred tax |
||||
| assets | ||||
| Prepayments | \$47 | \$5,456 | \$0 | \$5,503 |
| Warranty | ||||
| provision | 6,301 | 863 | 0 | 7,164 |
| payable | ||||
| Net defined | ||||
| benefit | 4,926 | (702) | 54 | 4,278 |
| liabilities - | ||||
| non-current | ||||
| Differences | ||||
| in employee | 20 | (6) | 0 | 14 |
| benefit tax | ||||
| recognition | ||||
| Total deferred tax |
\$11,294 | \$5,611 | \$54 | \$16,959 |
| assets | ||||
| ii. Deferred tax |
||||
| liabilities | ||||
| Inventories | \$73,275 | (\$34,867) | \$0 | \$38,408 |
| b) January 1 to |
||||
| December 31, | ||||
| 2019 | ||||
| i. Deferred tax |
||||
| assets Prepayments |
\$85 | (\$38) | \$0 | \$47 |
| Allowance | ||||
| for doubtful | 2 | (2) | 0 | 0 |
| accounts | ||||
| Loss | ||||
| carryforwards | 21,617 | (21,617) | 0 | 0 |
| Warranty | ||||
| provision | 4,993 | 1,308 | 0 | 6,301 |
| payable | ||||
| Net defined | ||||
| benefit liabilities - |
5,065 | (321) | 182 | 4,926 |
| non-current | ||||
| Differences | ||||
| in employee | 0 | 20 | 0 | 20 |
4) The breakdown of deferred income tax assets and liabilities was as follows:
| benefit tax recognition |
||||
|---|---|---|---|---|
| Total deferred tax assets |
\$31,762 | (\$20,650) | \$182 | \$11,294 |
| ii. Deferred tax liabilities |
||||
| Inventories | \$79,710 | (\$6,435) | \$0 | \$73,275 |
| Investment properties |
0 | 0 | 0 | 0 |
| Total deferred tax liabilities |
\$79,710 | (\$6,435) | \$0 | \$73,275 |
5) Items regarding deductible temporary differences not recognized as deferred tax assets, unused tax losses, and unused tax credits:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Loss carryforwards | \$39,845 | \$32,263 |
- 6) The Company's business income tax settlement and declaration up until 2018 have been approved.
- 7) As of December 31, 2020, the Consolidated Company's undeducted loss carryforwards and final deductible year are shown below.
| Year of | Loss amount | Deducted amount | Undeducted | Final year tax credits |
|---|---|---|---|---|
| occurrence | balance | are due | ||
| 2015 | \$2,230 | \$0 | \$2,230 | 2025 |
| 2016 | 19,239 | (11,003) | 8,236 | 2026 |
| 2017 | 122,462 | (51,872) | 70,590 | 2027 |
| 2018 | 96,004 | (50,410) | 45,594 | 2028 |
| 2019 | 34,666 | 0 | 34,666 | 2029 |
| 2020 | 37,908 | 0 | 37,908 | 2030 |
| Total | \$312,509 | (\$113,285) | \$199,224 |
cc. Summary of employment, depreciation, operating costs, depletion and amortization expenses incurred during the period by function
| 2020 | 2019 | |||||
|---|---|---|---|---|---|---|
| By function By nature |
Operation costs |
Operation expenses |
Total | Operation costs |
Operation expenses |
Total |
| Employee benefit expenses | ||||||
| Salary expenses | 34,972 | 113,871 | 148,843 | 29,999 | 109,025 | 139,024 |
| Labor and health insurance expenses |
3,579 | 9,436 | 13,015 | 3,084 | 8,811 | 11,895 |
| Retirement benefits expenses | 1,754 | 4,726 | 6,480 | 1,457 | 4,362 | 5,819 |
| Remuneration to Directors | 0 | 1,760 | 1,760 | 0 | 1,680 | 1,680 |
| Other employee benefits | 1,656 | 11,816 | 13,472 | 2,029 | 9,290 | 11,319 |
| Depreciation expenses | 46,116 | 23,366 | 69,482 | 45,662 | 22,089 | 67,751 |
| Depletion expenses | 0 | 0 | 0 | 0 | 0 | 0 |
| Amortization expenses | 2,801 | 1,969 | 4,770 | 2,800 | 2,194 | 4,994 |
The numbers of employees of the Consolidated Company for the years ended December 31, 2020, and 2019 were 231 and 224, respectively. Among which the numbers of directors who were not part-time employees were 4 and 5, respectively.
dd. Earnings per share
| 2020 | 2019 | |
|---|---|---|
| Basic earnings per share (Unit: NT\$) | \$4.48 | \$4.31 |
| Diluted earnings per share (Unit: NT\$) | \$4.48 | \$4.30 |
| The calculation of earnings per share and the weighted-average number of common shares outstanding were as follows: |
||
| 2020 | 2019 | |
| Profit attributable to the holders of ordinary shares of the Company |
\$1,684,892 | \$1,656,570 |
| Weighted average number of ordinary shares outstanding used for calculation of basic |
2020 | 2019 |
| earnings per share (in thousands) | 375,895 | 384,734 |
| Effect of potentially dilutive ordinary shares: Employee Remuneration |
496 | 587 |
| Weighted average number of ordinary shares outstanding used for calculation of diluted earnings per share (in thousands) |
||
| 376,391 | 385,321 |
If the Consolidated Company chooses to offer employee compensation or share profits in the form of cash or stock, while calculating diluted earnings per share, and assuming that the compensation is paid in the form of stock, the dilutive potential common shares will be included in the weighted average number of outstanding shares to calculate diluted earnings per share. Weighted average number of ordinary shares outstanding used for calculation of diluted earnings per share (thousand shares) The dilutive effect of such potential common shares shall continue to be considered when calculating diluted earnings per share before the number of shares to be distributed as employee compensation is approved in the following year.
For the calculation of basic earnings per share, the number of shares is included in the weighted-average number of common shares outstanding for the year resolved at the stockholders' meeting when the number of shares issued as compensation to employees for the previous year is determined. Moreover, since the employee compensation transfer is no longer a gratuitous stock allotment, no retroactive adjustment is made in the calculation of basic and diluted earnings per share.
ee. Additional information regarding cash flows
| 2020 | 2019 | |
|---|---|---|
| Increase in property, plant, and equipment | \$12,359 | \$16,981 |
| Net decrease in payables for equipment construction | 4,678 | 1,130 |
| Cash paid during the year | \$17,037 | \$18,111 |
ff. Changes in liabilities from financing activities
Reconciliation of liabilities from financing activities was as follows:
| 2020.1.1 | Cash flows | 2020.12.31 | |
|---|---|---|---|
| Short-term borrowings | \$4,955,779 | (\$466,973) | \$4,488,806 |
| Face value of short-term bills payable |
4,280,000 | (67,000) | 4,213,000 |
| Long-term borrowings | 10,728,055 | (3,730,188) | 6,997,867 |
| Deposits received | 137,544 | (133,958) | 3,586 |
| Liabilities from the financing activities |
\$20,101,378 | (\$4,398,119) | \$15,703,259 |
| 2019.1.1 | Cash flows | 2019.12.31 | |
| Short-term borrowings | \$8,965,208 | (\$4,009,429) | \$4,955,779 |
| Face value of short-term bills payable |
4,486,000 | (206,000) | 4,280,000 |
| Long-term borrowings | 6,358,603 | 4,369,452 | 10,728,055 |
| Deposits received | 135,563 | 1,981 | 137,544 |
| Liabilities from the financing activities |
\$19,945,374 | \$156,004 | \$20,101,378 |
7. Related Party Transactions
a. Names of related parties and their relationship
| Name | Relationship with the Consolidated Company |
|---|---|
| Chieh Chih Construction Co., Ltd. Baihong Construction Co., Ltd. |
Relative within the second degree of kinship of the Chairman of the Company is the Chairman of such company. The Company's Chairman is the supervisor of such company |
| Meiyun S. Tsai Yangmin International |
Spouse of the chairman of the Company |
| Catering Co., Ltd. | Associate of the Company |
| Chen, Mei-Hui | Relative within the second degree of kinship of the Chairman of the Company |
| Wang, Hsien-Tsung | Relative within the second degree of kinship of the Chairman of the Company |
| Chen, Chin-Hsing | Vice President of Land Development Department |
- b. Significant transactions with related parties:
- 1) Sales
| 2020 | 2019 | |||
|---|---|---|---|---|
| Name | Amount | Percentage of sales of the Consolidated Company |
Amount | Percentage of sales of the Consolidated Company |
| Chieh Chih | ||||
| Construction Co., | \$551 | 0.01% | \$201 | 0.00% |
| Ltd. | ||||
| Baihong | ||||
| Construction Co., | 571 | 0.01% | 212 | 0.00% |
| Ltd. | ||||
| Yangmin | ||||
| International | 4,072 | 0.05% | 4,053 | 0.07% |
| Catering Co., Ltd. | ||||
| Other related parties | 15,027 | 0.17% | 14,196 | 0.24% |
| Total | \$20,221 | 0.24% | \$18,662 | 0.31% |
a) The sales of premises to related parties were made at normal market prices. The sales of premises to other related parties in 2020 and 2019 amounted to NT\$14,306 thousand and NT\$13,969 thousand, respectively, which were paid upon the transfer of the properties, and the remaining catering revenues were collected within 30 to 90 days.
b) The related party Yangmin International Catering Co., Ltd. entered into leases with the Consolidated Company in 2020 and 2019 as follows.
| The lease details are as follows: | |||
|---|---|---|---|
| Lessee | Lease subject | Lease period | Rental charged per lease term | Rental revenue |
|---|---|---|---|---|
| 2020 | ||||
| Yangmin International Catering Co., Ltd. |
1F., No. 366, Minghua Rd., Gushan Dist., Kaohsiung City |
2016/08/09 ~ 2021/12/31 |
The monthly rental income of NT\$354 thousand (including business tax) is calculated on a monthly basis and is collected by bank remittance, with an interest rate |
\$4,053 |
| (Restaurant) | of NT\$7 for the deposit. | |||
| 2019 | ||||
| Yangmin International Catering Co., Ltd. |
1F., No. 366, Minghua Rd., Gushan Dist., Kaohsiung City |
2016/08/09 ~ 2021/12/31 |
The monthly rental income of NT\$354 thousand (including business tax) is calculated on a monthly basis and is collected by bank remittance, with an interest rate of NT\$7 for the deposit. |
\$4,053 |
2) Contracting work (Purchases)
Chieh Chih Construction Co., Ltd. and Baihong Construction Co., Ltd. are related parties of the Consolidated Company, and the Consolidated Company's projects are contracted by these two companies. The contract price is based on the cost of the two companies plus appropriate profit, and the payment terms are similar to those of a general contractor, but the actual date of cashing the notes is subject to the Company's capital situation.
a) In 2020 and 2019, the Consolidated Company entrusted Chien-Chih Construction Co., Ltd. to contract for various construction sites, accounting for 21.65% and 17.21% of the Consolidated Company's total contracted work amount, respectively, and the contract prices and current shipments were as follows:
| Purchases | |||
|---|---|---|---|
| Site name | Contract price (including tax) |
2020 | 2019 |
| Qinghai 61.63 (Mei Shu Huang Ju) | \$2,988,565 | \$0 | \$792,940 |
| Xinhua Section No. 59 (Shi Shang King's Town) |
618,380 | 0 | 82,718 |
| Ming Ren Section No. 4 (Yue He Di) | 274,940 | 0 | 67,479 |
| Ai Qun No. 2748. 5 in total (King's Town World of Heart) |
2,014,000 | 238,109 | 0 |
| Total | \$238,109 | \$943,137 |
b) In 2020 and 2019, the Consolidated Company entrusted EPILEDS Construction Co., Ltd. with the contracted construction projects, accounting for 25.49% and 13.14% of the total contracted construction amount of the Consolidated Company, respectively. The contract price and the current purchase price were as follows:
| Purchases | |||
|---|---|---|---|
| Site name | Contract price (including tax) |
2020 | 2019 |
| Lin De Guan No. 1135, 1135-1 (Yi Wen Court) | \$1,049,885 | \$0 | \$216,359 |
| Xin Guang Section No. 356 (King's Town Garden) | 1,709,460 | 0 | 308,724 |
| Xin Zhuang Section No. 92, 95 (Xiang King's Town) | 465,460 | 89,884 | 195,264 |
| Xin Du Section No. 321, 163-1, 164 | 190,480 | 0 | |
| Total | \$280,364 | \$720,347 |
3) Trade receivables, other receivables, payments on behalf of others, note payables, trade payables, other payables, contract liabilities-current, premises payment collection, collection, and deposits received.
| December 31, 2020 | December 31, 2019 | ||||
|---|---|---|---|---|---|
| Name of project and related party | Balance | Percentage | Balance | Percentage | |
| a) | Trade receivables Baihong Construction Co., Ltd. |
\$2 | 0.002% | \$10 | 0.02% |
| b) | Other receivables Meiyun S. Tsai Yangmin International Catering Co., Ltd. |
\$240 37 |
0.030% 0.005% |
\$285 40 |
67.70% 9.50% |
| Total | \$277 | 0.035% | \$325 | 77.20% | |
| Other receivables represent receivables from landlords' share of selling expenses and payments on behalf of associates. | |||||
| c) | Payments on behalf of others Other related parties |
\$0 | 0.00% | \$226 | 2.00% |
| d) | Notes payable Chieh Chih Construction Co., Ltd. Baihong Construction Co., Ltd. Total |
\$75,004 45,002 \$120,006 |
37.44% 22.47% 59.91% |
\$72,872 47,780 \$120,652 |
53.70% 35.21% 88.91% |
| e) | Trade payables Chieh Chih Construction Co., Ltd. Baihong Construction Co., Ltd. Total |
\$398,863 385,934 \$784,797 |
48.31% 46.74% 95.05% |
\$845,519 560,087 \$1,405,606 |
57.50% 38.09% 95.59% |
| f) | Other payables Yangmin International Catering Co., Ltd. |
\$208 | 0.28% | \$214 | 0.25% |
| g) | Contract liabilities - current Baihong Construction Co., Ltd. Chieh Chih Construction Co., Ltd. Other related parties Total |
\$19 35 117 \$171 |
0.004% 0.007% 0.023% 0.034% |
\$30 43 304 \$377 |
0.00% 0.01% 0.06% 0.07% |
| h) | Building collections Chieh Chih Construction Co., Ltd. |
\$5,360 | 6.14% | \$0 | 0.00% |
| i) | Land collections Chieh Chih Construction Co., Ltd. |
\$3,285 | 3.77% | \$0 | 0.00% |
| j) | Deposits received Chieh Chih Construction Co., Ltd. Baihong Construction Co., Ltd. Yangmin International Catering Co., Ltd. Total |
\$0 0 708 \$708 |
0.00% 0.00% 19.74% 19.74% |
\$87,412 46,546 708 \$134,666 |
63.55% 33.84% 0.51% 97.90% |
Deposits received represent construction contract performance deposits and lease deposits.
4) Lease expenses
| Price payment | ||
|---|---|---|
| Rental expenses | 2020 | 2019 |
| Other related parties | \$1,029 | \$1,029 |
The lease details are as follows:
| Lessor | Lease subjects | Lease period | Rental charged per lease term | Lease expenses |
|---|---|---|---|---|
| 2020 King's Town Construction Co., Ltd. |
12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City |
2017/07/01 ~ 2020/06/30 2020/07/01~ 2023/06/30 |
The monthly rental income of NT\$90 thousand (including business tax) is calculated on a monthly basis and is paid by bank remittance. |
\$1,029 |
| 2019 King's Town Construction Co., Ltd. |
12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City |
2017/07/01 ~ 2020/06/30 |
The monthly rental income of NT\$90 thousand (including business tax) is calculated on a monthly basis and is paid by bank remittance. |
\$1,029 |
- 5) Others
- a) The Chairman of the Consolidated Company and other related parties provided the Company with loans from banks secured by their own assets, amounting to NT\$1,672,146 thousand and NT\$2,257,465 thousand as of December 31, 2020 and 2019, respectively.
- b) The Chairman of the Consolidated Company and other related parties provided the Company with their own assets to issue commercial paper to Bills Finance Corporation in the amount of NT\$970,000 thousand and NT\$2,247,200 thousand as of December 31, 2020 and 2019, respectively.
- c) The Chairman and his spouse of the Consolidated Company provided land at Qinghai Lot No. 216 and the Consolidated Company's construction site, Qinghai Lot No. 229, as joint mortgages to banks and issued commercial promissory notes for NT\$1,765,000 and NT\$0, respectively, and commercial promissory notes for NT\$1,765,000 and NT\$0, respectively, as of December 31, 2020 and December 31, 2019.
-
d) In 2020 and 2019, the Consolidated Company collected water and garbage removal fees from a related party, Yangmin International Catering Co. The decrease in utilities was NT\$293 thousand and \$346 thousand, and the decrease in garbage collection was NT\$123 thousand and NT\$120 thousand, respectively.
-
e) The Consolidated Company's related party, Baihong Construction Co., Ltd. provided guaranteed promissory notes for the projects, which were recorded as NT\$134,566 thousand and NT\$42,177 thousand in 2020 and 2019, respectively.
- f) The Consolidated Company's related party, Chien-Chih Construction Co., Ltd. provided guaranteed promissory notes for the construction work, which were recorded as NT\$288,812 thousand and NT\$0 thousand in 2020 and 2019, respectively.
- g) The Company and other related parties provided the land at Lin De Guan Section Lot No. 1135 and 1135-1, Ling Ya District, Kaohsiung City, as urban renewal construction sites, and the Company is responsible for their construction The parties entered into an urban renewal rights exchange agreement, in which the other related parties share 26.23% of the total value of the land and the Company shares the remaining 73.77%. The Company also paid NT\$372 thousand to the other related parties for the difference in price. The abovementioned portion of the urban renewal rights exchanged by the Company and the difference in price paid by the Company is included in the land for sale in Yi Wen Court.
6) Information on remuneration to the management
| 2020 | 2019 | |
|---|---|---|
| Short-term employee benefits | \$30,982 | \$31,392 |
8. Pledged Assets
The carrying values of the Consolidated Company's assets pledged as collateral for loans and short-term notes issued were as follows:
| Name of assets | Secured subject | December 31, 2020 | December 31, 2019 |
|---|---|---|---|
| Buildings and land held for sale |
Collateralized borrowing and issuance of commercial promissory notes |
\$2,987,486 | \$11,035,047 |
| Construction in progress | Collateralized borrowing and issuance of commercial promissory notes |
2,283,347 | 2,991,715 |
| Land held for construction | Collateralized borrowing and issuance of commercial promissory notes |
14,534,853 | 14,534,853 |
| Property, plant, and equipment |
Secured borrowings | 747,691 | 810,320 |
| Other financial assets - current |
Advances from gift card performance guarantee |
6,479 | 2,069 |
| Refundable deposits | Disaster management guarantee | 24,977 | 24,977 |
| Total | \$20,584,833 | \$29,398,981 |
-
- Significant Contingent Liabilities and Unrecognized Contract Commitments
- a. As of December 31, 2020, the Consolidated Company's construction-in-progress contracts are described in detail in VII. Related Party Transactions (II) Purchase; the amount paid for the contracts (including tax) was NT\$450,018 thousand and the amount outstanding was NT\$2,444,182 thousand.
- b. Residents are dissatisfied with the Consolidated Company due to the construction of a gas station next to Shui Senlin. Wang, Sung-Ling and other residents filed a lawsuit against the Consolidated Company for damages in the amount of NT\$33,175 thousand. On March 5, 2019, the Taiwan District Court of Qiaotou ruled in favor of the Consolidated Company, but the other party appealed and the amount requested was changed to NT\$14,730 thousand, and the appeal was dismissed by the Taiwan High Court on June 30, 2020.
- c. In 2019, the Consolidated Company leased the premises for sale on first basement level and the first and second level of Hua Shang Building to a fitness company, which caused dissatisfaction of the residents and convened the 2019 second temporary meeting of the subowners, and amended its management regulations to prohibit the establishment of specific industries, including gymnasiums. The Consolidated Company believes that it has infringed upon the Consolidated Company's right to use its assets; therefore, it filed a civil lawsuit against the "Hua Shang Building Management Committee" to confirm that the resolution shown by the defendant "Hua Shang Building Management Committee" at the 2019 second temporary meeting of the owners of the Hua Shang Building on November 23, 2019 is invalid. The case (Case No. 1202 of 2020) is currently being heard by the District Court in Qiaotou, Taiwan. The outcome of the case is still pending in court.
- d. In 2019, the Consolidated Company leased premises for sale on the first basement level and the first and second level of Hua Shang Building to World Fitness Asia Limited (H.K.) Taiwan Branch. As a result, the Taiwan branch of Hong Kong Business World Fitness Co., Ltd. was unable to operate due to a dispute arising from the residents' dissatisfaction with the Consolidated Company's failure to lease the land to the fitness company in accordance with the original market use. The company filed a lawsuit against the Consolidated Company for damages in the amount of NT\$39,632 thousand, including NT\$18,367 thousand, NT\$720 thousand for the refund of the deposit and NT\$20,545 thousand for the loss of the member who failed to fulfill the membership agreement. The case (Case No. 233) is currently being heard by the Kaohsiung District Court in Taiwan and has not yet been heard, and the outcome of the case is still pending.
- e. In 2020, the Consolidated Company leased premises for sale on the first basement level and the first and second level of Hua Shang Building to World Fitness Asia Limited (H.K.) Taiwan Branch. As a result, the Taiwan branch of Hong Kong Business World Fitness Co., Ltd. was unable to operate due to a dispute arising from the residents' dissatisfaction with the Consolidated Company's failure to lease the land to the fitness company in accordance with the original market use. Therefore, a lawsuit was filed against World Fitness Asia
Limited (H.K.) Taiwan Branch, seeking NT\$1,045 thousand in rent and NT\$3,150 thousand in restitution damages, totaling NT\$4,195 thousand. The outcome of the case is still pending in the court.
- f. The Consolidated Company leased premises for sale on the first basement level and the first and second level of Hua Shang Building to a fitness company. As a result, the residents were dissatisfied that the Consolidated Company was failed to lease the land to the fitness company in accordance with the original market use.. The management committee of the Hua Shang Building filed an administrative lawsuit against the Kaohsiung City Government. Requesting the Kaohsiung City Government to revoke the decision of January 4, 2019 to approve the letter of change of commercial use of the second floor of the Hua Shang Building and the appeal inadmissible. If an unfavorable decision is obtained, it may affect the right to use the assets of the Consolidated Company. The case (formerly known as Case No. 118 of 2020) is currently under review by the Supreme Administrative Court and the outcome is still pending in the court.
- g. The Consolidated Company was the litigation agent for the first trial of a lawsuit for damages for repair of building damage between Kaicheng Construction Co., Ltd. and Wujia Ruichun Community Management Committee. The management committee requested NT\$1,000 thousand for damages against the Company. The case (Case No. 1126, of 2020) is currently being heard by the Kaohsiung District Court in Taiwan, and the outcome of the case is pending in the court.
-
- Significant Disaster Loss
No such event.
- Significant Subsequent Events
After the end of the Consolidated Company's reporting period as of December 31, 2020, as of the closing date of the accountants' fieldwork, there were no significant subsequent events affect the change in financial position as of December 31, 2020.
-
- Others
- a. Capital Risk Management
The objective of the Company's capital management is to ensure that the Consolidated Company can continue as a going concern, that an optimal capital structure is maintained to lower the cost of capital, and that returns are provided to stockholders. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt. The Company regulates the borrowing amount based on the progress of the project and the funds required for the operation.
b. Financial instruments
1) The carrying amounts of the Company's financial instruments not measured at fair value (including cash and cash equivalents, notes receivables, trade receivables, other receivables, other financial assets, refundable deposits, bank borrowings, short-term bills payable, notes payable, trade payables, other payables, leasing liabilities and deposits received) are the reasonable approximation of fair value. For a fair value of financial instruments measured at fair value, please refer to Note VI(II). Details of the financial instruments are disclosed in each of the individual notes.
| December 31, 2020 |
December 31, 2019 |
|
|---|---|---|
| Financial assets | ||
| Financial assets at fair value through profit or loss | ||
| Domestic listed stocks | \$89,930 | \$87,400 |
| Domestic unlisted stocks | \$82 | \$82 |
| Financial assets at amortized cost | ||
| Cash and cash equivalents | \$624,909 | \$394,662 |
| Net notes receivable and trade receivables (including related parties) |
146,158 | 112,377 |
| Net installment receivables | 0 | 195 |
| Other receivables (including related parties) | 750,340 | 421 |
| Other financial assets (including current and non current) |
6,479 | 2,069 |
| Refundable deposits | 34,307 | 38,594 |
| Long-term notes and trade receivable | 0 | 52,000 |
| Subtotal | \$1,562,193 | \$600,318 |
| Total | \$1,652,205 | \$687,800 |
| Financial liabilities | ||
| Measured at amortized cost | ||
| Short-term borrowings | \$4,488,806 | \$4,955,779 |
| Short-term bills payable | 4,208,307 | 4,278,153 |
| Notes payable and trade payables (including related parties) |
1,026,013 | 1,606,251 |
| Other payables (including related parties) | 73,138 | 85,722 |
| Long-term borrowings (including long-term borrowing due within one operating cycle) |
6,997,867 | 10,728,055 |
| Lease liabilities (including current) | 63,690 | 64,734 |
| Deposits received | 3,586 | 137,544 |
| Total | \$16,861,407 | \$21,856,238 |
2) Financial risk management policy
a) The Consolidated Company's daily operations are subject to a number of financial risks, including market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Consolidated Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Consolidated Company's financial position and financial performance.
- b) Financial risk management of the Consolidated Company is carried out by its finance department based on the policies approved by the Board of Directors. Through cooperation with the Consolidated Company's operating units, the finance department is responsible for identifying, evaluating and hedging financial risks.
- c) The Company does not undertake derivatives for hedging financial risks.
- 3) Significant financial risks and degrees of financial risks
- a) Market risks
- i. Price risks
The Consolidated Company is exposed to the price risk of equity instruments because the investments held by the Consolidated Company are classified as financial assets at fair value through profit or loss in the Company's balance sheet. The Company is not exposed to price risks from products. To manage the price risk of investments in equity instruments, the Consolidated Company diversifies its portfolio with its diversification method based on limits set by the Consolidated Company.
The Consolidated Company's investments in equity securities comprise foreign and domestic listed stocks. The prices of equity securities change due to the change in the future value of investee companies. If the price of these equity instruments had increased or decreased by 10%, with all other factors held constant, the increase or decrease in net income after tax for 2020 and 2019 would have been NT\$8,993 thousand and NT\$8,740 thousand, respectively, from the gain or loss on equity instruments measured at fair value through profit or loss.
ii. Interest risks
The Consolidated Company's interest rate risks come from short-term borrowings, financing commercial paper and long-term borrowings. Loans with floating interest rates expose the Consolidated Company to cash flow interest rate risks, of which a portion is offset by the cash held with floating interest rates. Borrowings issued at fixed rates exposed the Consolidated Company to fair value interest rate risk. During the years ended December 31, 2020 and 2019, the Consolidated Company's borrowings at floating interest rate were denominated in the NTD.
The Consolidated Company simulates a number of scenarios and analyzes interest rate risk, including consideration of refinancing, extending contracts of existing positions, and other available financings to calculate the impact of changes in specific interest rates on profit or loss.
Based on the simulations performed, the impact on post-tax profit of a 0.1% shift would be a maximum increase or decrease of NT\$1,196 thousand and NT\$944 thousand for 2020 and 2019, respectively. The simulation is done on a quarterly basis to verify that the maximum loss potential is within the limit given by the management.
- b) Credit risks
- i. Credit risk refers to the risk of financial loss of the Consolidated Company arising from default by clients or counterparties of financial instruments on the contractual obligations. Credit risk mainly derives from cash and cash equivalents, derivative financial instruments, and deposits within banks and financial institutions, as well as trade receivables not yet collected in cash and committed transactions. Only banks and financial institutions with an independent credit rating of at least "A" can be accepted for trading by the Consolidated Company.
- ii. The Consolidated Company's trade receivables mainly consist of amounts due from customers before the handover of properties. The Consolidated Company has assessed no significant credit risk because these amounts are due before the handover of properties. The other part is due from customers for providing accommodation and catering-related services. The credit quality of this part is evaluated by taking into account the customer's financial position, past experience and other factors.
- iii. The Consolidated Company classifies customers' trade receivables and installment receivable based on customer characteristics. Using the simplified approach of preparation matrix, the Company estimates the expected credit loss and adjusts the loss rate established by historical and current information during a specific period to assess the allowance loss of installments receivable. The Company's assessed credit impairment losses on December 31, 2020 and 2019 were not significant.
- iv. No written-off debts with recourse existed as of December 31, 2020 and 2019.
- c) Liquidity risks
- i. The cash flow forecast is performed by each operating entity of the Consolidated Company and compiled by the Consolidated Company's finance department. The Consolidated Company's finance department monitors rolling forecasts of the Consolidated Company's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Consolidated Company does not breach
borrowing limits or covenants (where applicable) on any of its borrowing facilities.
ii. The following table presents the Consolidated Company's non-derivative financial liabilities grouped by the relevant maturity dates, which are analyzed based on the remaining period from the end of the reporting period to the contractual maturity date. The contractual cash flow amounts disclosed in the table below are undiscounted amounts.
| Non-derivative financial liabilities | Within 6 months |
6 to 12 months |
1 to 3 years | Over 3 years |
|---|---|---|---|---|
| December 31, 2020 | ||||
| Short-term borrowings | \$1,824,660 | \$2,184,146 | \$480,000 | \$0 |
| Short-term bills payable | 4,208,307 | 0 | 0 | 0 |
| Notes payable and trade | ||||
| payables (including related parties) |
439,649 | 22,112 | 564,252 | 0 |
| Other payables | 72,496 | 40 | 546 | 56 |
| Provisions - current |
3,390 | 3,086 | 13,233 | 16,108 |
| Long-term borrowings | ||||
| (including due within | 22,835 | 112,998 | 2,393,839 | 4,468,195 |
| one operating cycle) | ||||
| Lease liabilities | 529 | 533 | 2,180 | 60,448 |
| (including current) | ||||
| December 31, 2019 | ||||
| Short-term borrowings | \$2,955,659 | \$2,000,120 | \$0 | \$0 |
| Short-term bills payable | 4,278,153 | 0 | 0 | 0 |
| Notes payable and trade | ||||
| payables (including | 975,098 | 33,541 | 597,612 | 0 |
| related parties) | ||||
| Other payables | 85,722 | 0 | 0 | 0 |
| Provisions - current |
3,995 | 2,907 | 9,513 | 15,089 |
| Long-term borrowings | ||||
| (including due within one operating cycle) |
2,979,000 | 655,000 | 5,248,200 | 1,845,855 |
| Lease liabilities (including current) |
520 | 524 | 2,142 | 61,548 |
- d) Information on fair value
- i. The different levels of inputs used in the valuation techniques for measuring the fair value of financial and non-financial instruments have been defined as follows:
- Level 1I: The quoted price in an active market for identical assets or liabilities available to the enterprise at the measurement date. A market is regarded as active where transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Consolidated Company's investments in listed stocks, beneficiary certificates, and derivatives with quoted prices in an
active market are all Level 1 inputs.
- Level 2: The inputs are observable for the asset or liability, either directly or indirectly, excluding quoted prices included within Level 1. The fair values of certain derivative instruments and equity instruments invested by the Consolidated Company are all Level 2 inputs.
- Level 3: The unobservable input value of an asset or liability. The Consolidated Company's investments in certain derivative instruments and investments in equity instruments with no active market are all level 3 inputs.
| Equity instruments without public quotes |
|
|---|---|
| December 31, 2020 (i.e. January 1, 2020) |
\$82 |
| December 31, 2019 (i.e. January 1,2019) |
\$82 |
- ii. For financial instruments with active markets, their fair value is measured at the market quoted prices on balance sheet date. When quoted prices can be obtained immediately and regularly from stock exchanges and regulatory agencies, and such quoted prices represent actual and regular market transactions under normal conditions, the markets are deemed active markets. The quoted market prices of financial assets held by the Consolidated Company are the closing price or net asset value, and these instruments are included in Level 1. Level 1 instruments mainly include equity instruments, which are classified as Financial assets at fair value through profit or loss - current.
- iii. Below states the information on the Consolidated Company's financial instruments measured at fair value that have been classified in accordance with the nature, characteristics, risks and fair values of assets or liabilities as of December 31, 2020 and 2019:
| December 31, 2020 | ||||
|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Repetitive fair value | ||||
| Financial assets at fair value through profit or | ||||
| loss - current |
||||
| Domestic listed stocks | \$89,930 | \$0 | \$0 | \$89,930 |
| Financial assets at fair value through profit or | ||||
| loss - non-current |
||||
| Domestic unlisted stocks (Venture Capital | 0 | 0 | 82 | 82 |
| Fund) | ||||
| Total | \$89,930 | \$0 | \$82 | \$90,012 |
| December 31, 2019 | ||||
| Level 1 | Level 2 | Level 3 | Total | |
| Assets | ||||
| Repetitive fair value | ||||
| Financial assets at fair value through profit or | ||||
| loss - current |
||||
| Domestic listed stocks | \$87,400 | \$0 | \$0 | \$87,400 |
| Financial assets at fair value through profit or | ||||
| loss - non-current |
||||
| Domestic unlisted stocks (Venture Capital | ||||
| Fund) | 0 | 0 | 82 | 82 |
| Total | \$87,400 | \$0 | \$82 | \$87,482 |
iv. The methods and assumptions used by the Consolidated Company to measure fair value are explained as follows:
- (i) The fair value of the Consolidated Company's domestic listed stocks and beneficiary certificates are input based on the closing price and net value of the market price, respectively (i.e. Level 1).
- (ii) In addition to the aforementioned financial instruments with an active market, the fair value of other financial instruments is acquired by valuation technique or by reference to the counterparty quotes. The current fair value of financial instruments obtained through valuation techniques, discounted cash flow method or other valuation techniques, including the use of models based on market information available at the end of the reporting period (i.e. Level 2).
- (iii) In addition to the financial instruments in Level 1 and Level 2 mentioned above, the acquisition cost of the financial instruments is used as an input (i.e., Level 3).
- (iv) In 2020 and 2019, there was no transfer between Level 1 and Level 2 fair value measurement.
- (v) In 2020 and 2019, there was no transfers into or out of Level 3.
13. Supplementary Disclosure
| a. | Information on significant transactions was as follow: | |
|---|---|---|
| No. | Summary | Description |
|---|---|---|
| 1 | Loaning to others. | None |
| 2 | Endorsements/guarantees to others. | None |
| 3 | Marketable securities held at the end of the period. (Excluding investment in Subsidiaries, Associates and Joint Ventures) |
Table I |
| 4 | Cumulative amount of the stock of the same marketable securities purchased or sold totaling NT\$300 million or more than 20% of the paid-in capital. |
None |
| 5 | Acquisition of real estate totaling NT\$300 million or more than 20% of the paid-in capital. |
Table II |
| 6 | Disposal of real estate totaling NT\$300 million or more than 20% of the paid-in capital. |
None |
| 7 | Purchases or sales with related parties totaling NT\$100 million or more than 20% of the paid-in capital. |
Table III |
| 8 | Receivables from related party totaling NT\$100 million or more than 20% of the paid-in capital. |
None |
| 9 | Engaging in derivatives trading. | None |
| 10 | Business relationships and significant intercompany transactions. |
Table IV |
(TABLE I)
King's Town Construction Co., Ltd.
Marketable securities held (excluding investments in subsidiaries) December 31, 2020 Unit: NT\$ thousand
| Remark | |||
|---|---|---|---|
| Fair value | \$89,930 | * | |
| Shareholding Ratio (%) | 0.145% | 1.63% | |
| Ending balance Carrying amount |
\$89,930 | \$82 | |
| Number of shares (shares) | 3,400,000 | 8,152 | |
| Ledger account | through profit or Financial assets current at fair value loss - |
Financial assets through profit at fair value and loss |
|
| Relationship with issuer of securities | None | None | |
| Type and name of securities | shares (ordinary Tatung - shares) |
Huazhi Venture Capital | |
| Securities | company holding |
King's Town | Construction Co., Ltd. |
*Huazhi Venture Capital was not fair valued because the amount was not material.
(TABLE II)
King's Town Construction Co., Ltd.
Acquisition of real estate totaling NT\$300 million or more than 20% of the paid-in capital: Unit: NT\$ thousand
| agreements Other Land held for Land held for acquisition Purpose of construction construction and usage for business for business operations operations status Basis or reference for price Real estate valuation report Real estate valuation report by professional valuation by professional valuation setting firm firm Amount Information on prior transaction if the - - Transfer counterparty is related date - - Relationship with the issuer - - Owner - - |
|
|---|---|
| Relationship Company with the None None |
|
| Counterpart Natural Chung, Natural Chung, person person Chun Chun y |
|
| Actual payment Actual payment and outstanding of NT\$50,000 of NT\$145,000 notes payable of NT\$35,000 collection Payment status |
|
| \$348,090 NT\$395,000 Transaction amount |
|
| 2020.12.17 2020.12.17 occurrence Date of |
|
| etc., Anping District, Cost equivalent land District, Tainan City No. 880, 895, 897, in the rezoning of Yuguang Section self-administered municipal land at Name of property Caohu, Annan Tainan City |
(I) |
| King's Town Construction King's Town Construction Acquirer of real estate Co., Ltd. Co., Ltd. |
The transfer of the above two pieces of land is not yet completed in December 2020, therefore, recorded as land prepayment.
(TABLE III)
King's Town Construction Co., Ltd.
Purchases or sales with related parties totaling NT\$100 million or more than 20% of the paid-in capital: Unit: NT\$ thousand
| Remark | ||||
|---|---|---|---|---|
| trade receivable (payable) Percentage of total notes/ Notes and trade receivable (payable) Balance |
37.44% 48.31% |
22.47% 46.74% |
||
| Trade payables Notes payable \$398,863 \$75,004 |
Trade payables Notes payable \$385,934 \$45,002 |
|||
| terms different from | Payment term |
- | - | |
| Transaction with | others | Unit price |
- | - |
| Payment term Percentage of total purchase/(sales) |
Subject to contract | Subject to contract | ||
| Transaction details | 21.65% | 25.49% | ||
| Amount | \$238,109 | \$280,364 | ||
| Purchase (sale) | Purchases | Purchases | ||
| Relationship | Relative within the Chairman of such second degree of Chairman of the Company is the kinship of the company. |
supervisor of such Chairman is the The Company's company |
||
| Counterparty | Construction Chieh Chih Co., Ltd. |
Construction Baihong Co., Ltd. |
||
| Name of company |
King's Town Construction Co., Ltd. |
King's Town Construction Co., Ltd. |
(TABLE IV)
King's Town Construction Co., Ltd.
Business relationships and significant intercompany transactions January 1 to December 31, 2020 Unit: NT\$ thousand
| Percentage of the | consolidated net revenue | or total assets | 0.55% | 7.51% | |||||
|---|---|---|---|---|---|---|---|---|---|
| Intercompany transactions | Trading terms | Monthly contractual payments | Monthly contractual payments | ||||||
| Amount | \$47,961 | \$2,433,092 | |||||||
| Account name | Sales revenue | Right-of-use assets | |||||||
| Nature of | relationship | Parent to subsidiary | Subsidiary to parent | ||||||
| Name of | counterparty | H2O Hotel Co., Ltd. | (H2O Hotel) | King's Town | Construction Co., | Ltd. | |||
| Name of Company | King's Town Construction | Co., Ltd. | H2O Hotel Co., Ltd. (H2O | Hotel) |
| King's Town Construction Co., Ltd. | |
|---|---|
b. Information on reinvestment (excluding the investee companies in the Mainland China):
| Name of | Main business | Initial investment amount | Ending balance | Profit (Loss) of | Investment | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Investor | Name of Investee | Location | activities | Ending balance for the current period |
End of last year | Shares (in thousand) |
Percentage (%) |
Carrying amount | investee for the period |
profit (loss) recognized |
Remark |
| Company The |
H2O Hotel Co., Ltd. |
Rd., Gushan Dist., No. 366, Minghua Kaohsiung City |
Restaurants Hotel |
\$320,000 | \$250,000 | 32,000 | 100% | \$54,570 | (\$69,215) | (\$56,115) | I |
| (H2O Hotel) H2O Hotel Co., Ltd. |
Catering Co., Ltd. International Yangmin |
2F., No. 51, Ln. 69, Zhongshan Dist., Jingye 2nd Rd., Taipei City |
Restaurants | \$8,000 | \$8,000 | 320 | 40% | \$15,566 | \$14,443 | \$5,777 | I |
| Note I: | The Company recognized a loss share of NT\$69,215 thousand in the investee company. In addition, due to the lease of real estate to a subsidiary, H2O Hotel Co., Ltd., the leasing |
c. Disclosure of information on investments in Mainland China:
Consolidated Company's share of benefit recognized under the equity method by NT\$13,100 thousand.
subsidiary was classified as a right-of-use asset and lease liability under IFRS 16 as of January 1, 2019, while the Consolidated Company was classified as an operating lease, resulting in a difference in profit or loss recognition, which affected the Consolidated Company's share of profit recognized using the equity method. The difference affected the
The Consolidated Company has no investment in Mainland China.
| Name of major shareholders | Shareholding (shares) | Shareholding |
|---|---|---|
| Tsai, Tien-Tsan | 85,577,838 | 23.05% |
| Tiangang Investment Co., Ltd. | 63,328,801 | 17.06% |
| Tianye Investment Co., Ltd. | 49,652,072 | 13.37% |
| Chien-Chih Construction Co., Ltd. | 31,501,513 | 8.48% |
| Tsai | 23,616,339 | 6.36% |
| Meiyun S. Tsai | 20,209,951 | 5.44% |
d. Information on major shareholders
- 1) The major shareholders in this table are shareholders holding more than 5% of the common and preference shares that have completed delivery of non-physical registration (including treasury shares) on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation. However, the share capital recorded in the Company's financial report and the number of shares actually delivered by the company without physical registration may differ due to calculation basis.
- 2) For the above are shares entrusted by the shareholders, the information thereto shall base on the shares disclosed by the individual trust account of opened by the trustees. For information on shareholders, who declare to be insiders holding more than 10% of shares in accordance with the Securities and Exchange Act, and their shareholdings include their shareholdings plus their delivery of trust and shares with the right to make decisions on trust property, please refer to MOPS.
14. Operating Segment Financial Information
a. Operating segment
The management of the Consolidated Company evaluates performance and allocates resources on a company-wide basis and identifies the Company and its subsidiaries as the respective reportable segments.
The information is provided to the main business decision-makers to allocate resources and to evaluate the performance of each department, focusing on the category of product or service delivered or provided. In accordance with IFRS 8, "Operating Segments," the Company is only a single division that sells housing and land; H2O Hotel, a subsidiary established on April 16, 2015, is engaged in hotel and restaurant operations, and the accounting policies of the operating segments are all the same as those described in the summary of significant accounting policies in Note IV.
b. The amounts of the Consolidated Company's reportable segments' revenues, gains and losses, assets and liabilities and the reconciliation to the Consolidated Company's corresponding amounts are summarized as follows:
| 2020 | ||||
|---|---|---|---|---|
| King's Town Construction |
H2O Hotel |
Adjustments and elimination |
Total | |
| Revenue | ||||
| Net revenue from external customers | \$8,440,239 \$223,555 | \$4,055 \$8,667,849 | ||
| Net intersegment revenue | 47,961 | 2,372 | (50,333) | 0 |
| Total revenue | \$8,488,200 \$225,927 | (\$46,278) | \$8,667,849 | |
| Interest income | \$208 | \$10 | \$0 | \$218 |
| Interest expenses | 244,175 | 28,991 | (27,477) | 245,689 |
| Depreciation (including manufacturing) | 64,064 | 65,383 | (59,965) | 69,482 |
| Investment profit or loss recognized under the equity method | (56,115) | 5,777 | 56,115 | 5,777 |
| Significant revenue, expense and loss: | ||||
| Profit/(loss) on financial assets at fair value through profit or loss | ||||
| (7,599) | 0 | 0 | (7,599) | |
| Profit/(loss) on sales of marketable securities | (10,365) | 0 | 0 | (10,365) |
| Dividend income | 710 | 0 | 0 | 710 |
| Government subsidy income | 0 | 9,016 | 0 | 9,016 |
| Other income | 5,382 | 29,175 | (27,857) | 6,700 |
| Reportable segment profit or loss | \$1,684,892 (\$69,215) | \$69,215 \$1,684,892 |
| 2019 | ||||
|---|---|---|---|---|
| King's Town Construction |
H2O Hotel | Adjustments and elimination |
Total | |
| Revenue | ||||
| Net revenue from external customers | \$5,729,861 | \$256,285 | \$4,053 | \$5,990,199 |
| Net intersegment revenue | 74,952 | 1,829 | (76,781) | 0 |
| Total revenue | \$5,804,813 | \$258,114 | (\$72,728) | \$5,990,199 |
| Interest income | \$277 | \$8 | \$0 | \$285 |
| Interest expenses | 201,879 | 29,419 | (27,784) | 203,514 |
| Depreciation (including manufacturing) | 63,736 | 62,793 | (58,778) | 67,751 |
| Investment profit or loss recognized under the equity method | (48,373) | 5,552 | 48,373 | 5,552 |
| Significant revenue, expense and loss: | ||||
| Profit on financial assets at fair value through profit or loss | ||||
| 39,935 | 0 | 0 | 39,935 | |
| Dividend income | 815 | 0 | 0 | 815 |
| Other income | 12,869 | 2,222 | 0 | 15,091 |
| Reportable segment profit or loss | \$1,656,570 | (\$61,478) | \$61,478 | \$1,656,570 |
| Reportable segment assets | ||||
| December 31, 2020 | \$32,263,680 \$2,603,544 (\$2,488,010) \$32,379,214 | |||
| December 31, 2019 | \$35,941,507 \$2,656,092 (\$2,534,996) \$36,062,603 | |||
c. Regional information: The main operating region is Taiwan, so there is no geographical information to disclose.
d. Product information
| Products and service | 2020 | 2019 |
|---|---|---|
| Land revenue | \$4,207,699 | \$2,976,146 |
| Building revenue | 4,212,905 | 2,743,046 |
| Lease revenue | 23,689 | 14,722 |
| Room revenue | 88,606 | 130,870 |
| Catering revenue | 134,950 | 125,415 |
| Total | \$8,667,849 | \$5,990,199 |
e. Important customer information:
The Consolidated Company's sales to an individual customer accounted for more than 10% of net operating revenues in 2020 and 2019:
None
V. Audited Parent Company Only Financial Statements for the Years Ended December 31, 2020 and 2019
Independent Auditors' Report
March 24, 2021
(2021) ShineWing Taiwan Audit Report No. 012
To: King's Town Construction Co., Ltd.
Audit opinion
We have audited the accompanying parent company only balance sheet of King's Town Construction Co., Ltd. and its subsidiaries as of December 31, 2019 and 2018, and the related parent company only statements of comprehensive income, changes in shareholders equity, cash flows for the years then ended, and notes of the parent company only financial statements (including a summary of significant accounting policies).
In our opinion, the Parent Company Only Financial Statements mentioned above have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRSs), International Accounting Standards (IAS), law and regulation reviews and their announcements recognized and announced by the Financial Supervisory Commission in all material aspects, and are considered to have reasonably expressed the parent company only financial conditions of King s Town Construction Co., Ltd. as of December 31, 2020 and 2019, as well as the parent company only financial performance and parent company only cash flows from January 1 to December 31, 2020 and 2019.
Basis for Opinions
We conducted our audits in accordance with the Rules Governing the Audit of Financial Statements by Certified Public Accountants and auditing standards generally accepted in the Republic of China. Those rules and standards require that we plan and perform the audit to obtain reasonable assurance about whether the parent company only financial statements are free of material misstatement. We are independent of King's Town Construction Co., Ltd. and its subsidiaries in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with the Norm. We believed that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Parent Company Only Financial Statements of King's Town Construction Co., Ltd. for the year ended December 31, 2019. These matters were addressed in the context of our audit of the Parent Company Only Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matters for the Parent Company Only Financial Statements of King's Town Construction Co., Ltd. for the year ended December 31, 2019 are stated as follows:
Inventory evaluation
Refer to Note IV(IX) to the parent company only financial statements for accounting policies regarding inventory valuation; Note V(II) for the uncertainty of accounting estimates and assumptions regarding inventory valuation; and Note VI(V) for details of inventory accounting subjects.
The inventories of King's Town Construction Co., Ltd. are material to the parent company only balance sheet. Inventories are evaluated in accordance with IFRS, IAS, and IFRIC Interpretations, and SIC Interpretations as endorse by the Financial Supervisory Commission. Inventories are stated at the lower of cost or net realizable value. The net realizable value of the real estate is not easily determined because of factors such as supply and demand in the domestic real estate market, natural disasters, government policies and economic conditions. Therefore, we have identified inventory evaluation as one of the key audit matters for the year.
Our auditing procedures include, but are not limited to, considering the vulnerability of sales prices to changes in external market factors, inquiring into the selling prices of neighboring areas or evaluating whether the selling prices of units sold have decreased; comparing the actual selling prices of properties for sale with the original inventory costs to assess the impairment of inventory values, and reviewing comparative market analysis of newly acquired land for development to assess whether the net realizable value of inventories is fairly stated.
Recognition of revenue from the sale of real estate
Refer to Note IV(XIX) for the accounting policies on revenue and cost recognition and Note VI(XXI) to the parent company only financial statements for the details of revenue recognition.
Revenue from the sale of real estate in the construction industry is recognized when the transfer of title to the real estate is completed and the actual delivery of the real estate is made. The appropriateness of the timing of revenue recognition is material to the financial statements as a whole. Since there are many parties involved in the sale of real estate, and considering that many people are involved in the interdepartmental aggregation and transmission of transfer and delivery information and that there may be gaps in the periods, we have recognized the revenue from the sale of real estate of King's Town Construction Co., Ltd. as one of the key audit matters for the year.
We conducted our audits to test the effectiveness of the design and implementation of internal control systems over the revenue and collection processes of King's Town Construction Co. Ltd. We also reviewed the appropriateness of the vesting period of the proceeds from the sale of real estates for the period immediately preceding and following the period end date to ensure that the proceeds from the sale of premises meet the criteria for revenue recognition.
Responsibilities of Management and Those Charged with Governance for the Parent Company Only Financial Statements
The Management is responsible for the preparation and fair presentation of the parent company only financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as the management determines is necessary to enable the preparation of the parent company only financial statements to be free from significant misstatement whether due to fraud or error.
In preparing the parent company only financial statements, the management is responsible for assessing the ability of King's Town Construction Co. Ltd. as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate King's Town Construction Co. Ltd. or to create operations, or has no realistic alternative but to do so.
The governance unit of King's Town Construction Co. Ltd. (including the Audit Committee or supervisors) is responsible for supervising the financial reporting process.
Auditors' Responsibilities for the Audit of the Parent Company Only Financial Statements
Our objectives are to obtain reasonable assurance about whether the Parent Company Only Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also perform the following works:
-
- Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design, and perform audit procedures responsive risks, and obtain evidence that is sufficient and appropriate to provide a basis of our opinion. The risk of not detecting a significant misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control effective in King's Town Construction Co., Ltd. and its subsidiaries.
-
- Evaluate the appropriateness of accounting policies used and the reasonability of accounting estimates and related disclosures made by the management
-
- Conclude the appropriateness of the use of the going concern basis of accounting by the management, and based on the audit evidence obtained, whether a significant uncertainty exists related to events or conditions that may cast significant doubt on King's Town Construction Co., Ltd. and its ability to continue as a going concern. If we conclude that a significant uncertainty exists, we are required to draw attention in auditor's report to the related disclosures in the parent company only financial statements or, if such disclosure are inappropriate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause King's Town Bank Co., Ltd. to cease to continue as a going concern.
-
- Evaluate the overall expression, structure, and content of the parent company only financial statements (including related notes) and whether the parent company only financial statements include the relevant transactions and events expressed adequately.
-
- Obtain sufficient and appropriate audit evidence for the parent company only financial information of the King's Town Construction Co. Ltd. to express an opinion on the parent company only financial statements. We are responsible for guiding, supervising, and implementing of the group audit. We remain solely responsible for our opinion.
We communicate the following events with the governance unit, including the planned scope and audit time, as well as major audit findings (including significant deficiencies of internal control identified during the audit process).
We also provide a statement to the governance unit that the personnel of the CPA Firm who are subject to the regulation of independence are indeed complying with the independence requirements in accordance with the Code of Professional Ethics. Also, they communicate to the governance unit all relationships and matters (including related protective measures) that may be considered as affecting our independence.
We use the matters communicated with the governance unit to decide the Key Audit Matters for the audit of the 2020 parent company only financial statements of King's Town Construction Co., Ltd. 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.
ShineWing Taiwan CPA: Chuang, Shu-Yuan
CPA: Chang, Jui-Ling
| Financial Supervisory Commission Approval No. | Financial Supervisory Commission Approval No. |
|---|---|
| FSC Letter Jin-Guan-Zheng-Shen No. | FSC Letter Jin-Guan-Zheng-Shen No. |
| 1070345892 | 1070345892 |
Parent Company Only Balance Sheets As of December 31, 2020 and 2019 Unit: NT\$ thousand
| December 31, 2020 | December 31, 2019 | |||||
|---|---|---|---|---|---|---|
| Assets | Note | Amount | % | Amount | % | |
| 11XX | Current assets | |||||
| 1100 | Cash and cash equivalents | IV, VI(I) | \$547,398 | 1.70 | \$318,370 | 0.89 |
| 1110 | current - Financial assets at fair value through profit or loss |
IV, VI(II) | 89,930 | 0.28 | 87,400 | 0.24 |
| 1150 | Net notes receivable | IV, VI(III) | 40,159 | 0.12 | 56,710 | 0.16 |
| 1170 | Net trade receivables | IV, VI(III) | 101,517 | 0.31 | 50,004 | 0.14 |
| 1173 | Net installment receivables | IV, VI(III) | 0 | 0.00 | 195 | 0.00 |
| 1200 | Other receivables | IV, VI(IV) | 750,063 | 2.32 | 66 | 0.00 |
| 1210 | related parties - Other receivables |
IV, VI(IV), VII | 240 | 0.00 | 285 | 0.00 |
| 1220 | Current tax assets | IV, VI(XXVIII) | 2,556 | 0.01 | 0 | 0.00 |
| 1320 | Inventories | IV, VI(V), VIII | 29,181,397 | 90.45 | 33,667,354 | 93.67 |
| 1470 | Other current assets | VI(VI), VII | 466,458 | 1.45 | 571,528 | 1.59 |
| 11XX | Total current assets | \$31,179,718 | 96.64 | \$34,751,912 | 96.69 | |
| 15XX | -current assets Non |
|||||
| 1510 | Financial assets at fair value through profit and loss | IV, VI(II) | \$82 | 0.00 | \$82 | 0.00 |
| 1550 | Investments accounted for using the equity method | IV, VI(VII) | 54,570 | 0.17 | 40,685 | 0.11 |
| 1600 | Property, plant, and equipment | IV, VI(VIII) | 2,476 | 0.01 | 3,247 | 0.01 |
| 1755 | -of-use assets Net right |
IV, VI(IX), VIII | 62,731 | 0.19 | 64,245 | 0.18 |
| 1760 | Net investment properties | IV, VI(X), VII, VIII | 747,691 | 2.32 | 810,320 | 2.26 |
| 1780 | Intangible Assets | IV, VI(XI) | 166,676 | 0.52 | 170,714 | 0.48 |
| 1840 | Deferred tax assets | IV, VI(XXV) | 16,945 | 0.05 | 11,274 | 0.03 |
| 1920 | Refundable deposits | 32,791 | 0.10 | 37,028 | 0.10 | |
| 1930 | -term notes and trade receivable Long |
IV, VI(III) | 0 | 0.00 | 52,000 | 0.14 |
| 15xx | -current assets Total non |
\$1,083,962 | 3.36 | \$1,189,595 | 3.31 | |
| 1xxx | Total assets | \$32,263,680 | 100.00 | \$35,941,507 | 100.00 | |
| (Continued) |
King's Town Construction Co., Ltd. Parent Company Only Balance Sheets As of December 31, 2020 and 2019 Unit: NT\$ thousand
| 13.79 11.74 1.32 0.04 0.34 0.13 3.91 0.16 0.00 0.21 0.09 0.00 10.11 0.25 42.09 19.74 0.20 0.18 0.07 0.38 20.57 62.66 10.71 0.11 3.35 0.00 23.17 26.52 37.34 100.00 % \$4,954,780 4,220,179 475,730 14,940 120,652 48,298 1,405,606 58,104 35 73,989 31,504 1,044 3,632,000 89,372 \$15,126,233 \$7,094,055 73,275 63,690 24,632 136,836 \$7,392,488 \$22,518,721 \$3,848,464 40,015 1,205,778 0 8,328,529 \$9,534,307 \$13,422,786 \$35,941,507 Amount 13.91 12.88 1.54 0.25 0.37 0.08 2.43 0.15 0.00 0.49 0.11 0.00 0.42 0.27 32.90 21.27 0.12 0.19 0.07 0.01 21.66 54.56 11.50 0.00 4.25 0.00 29.69 33.94 45.44 100.00 % \$4,488,806 4,154,322 495,703 80,224 120,006 24,886 784,797 48,658 422 156,680 35,817 1,062 135,833 86,909 \$10,614,125 \$6,862,034 38,408 62,628 21,392 2,878 \$6,987,340 \$17,601,465 \$3,711,931 0 1,371,436 0 9,578,848 \$10,950,284 \$14,662,215 \$32,263,680 Amount IV, VI(XII), VII, VIII VI(XV), VII, VIII VI(XV), VII, VIII IV, VI(XVII), VII VI(XII), VII, VIII IV, VI(XXVI) VI(XXI), VII VI(XIV), VII IV, VI(XIII) VI(XXVIII) IV, VI(XX) VI(XXVII) VI(XVIII) VI(XVI) VI(XVI) VI(XIX) VI(XX) IV, VII IV, VII Note VII IV IV IV Long-term borrowings due within one operating cycle non-current ordinary shares premium Liabilities and equity related parties related parties Net defined benefit liabilities - related parties ordinary shares non-current current Unappropriated earnings Total non-current liabilities current Short-term bills payable Total liabilities and equity Total retained earnings Short-term borrowings Long-term borrowings Deferred tax liabilities Current tax liabilities Total current liabilities Contract liabilities - current Non-current liabilities Retained earnings Deposits received Special reserve Lease liabilities - Lease liabilities - Trade payables - Other payables - Legal reserve Paid-in capital - Notes payable - Trade payables Current liabilities Other payables Share capital - Notes payable Total liabilities Provisions - Collection Total equity Equity 2XXX 3XXX 3XXX 21XX 21XX 25XX 2100 2110 2130 2150 2160 2170 2180 2200 2220 2230 2250 2280 2322 2335 2540 2570 2580 2640 2645 25xx 3110 3211 3300 3310 3320 3350 3300 |
December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|---|
(Please refer to the accompanying notes in the financial report)
| Code | 2020 | 2019 | ||||
|---|---|---|---|---|---|---|
| Account titles | Note | Amount | % | Amount | % | |
| 4000 | Operating revenue | |||||
| 4110 | Sales revenue | \$8,489,962 | 100.02 | \$5,804,813 | 100.00 | |
| 4170 | Sales returns | (1,762) | (0.02) | 0 | 0.00 | |
| 4190 | Sales discounts and allowances | 0.00 0 |
0 | 0.00 | ||
| 4100 | Net sales | VI(XXI) | \$8,488,200 | 100.00 | \$5,804,813 | 100.00 |
| 5000 | Operating costs | 5,575,373 | 65.68 | 3,295,867 | 56.78 | |
| 5900 | Gross profit | \$2,912,827 | 34.32 | \$2,508,946 | 43.22 | |
| 6000 | Operating expenses | VI(XXIX) | ||||
| 6100 | Selling and marketing expenses | 538,200 | 6.34 | 340,777 | 5.87 | |
| 6200 | General and administrative expenses | 129,260 | 1.52 | 168,745 | 2.91 | |
| 6000 | Total operating expenses | \$667,460 | 7.86 | \$509,522 | 8.78 | |
| 6900 | Operating income | \$2,245,367 | 26.45 | \$1,999,424 | 34.45 | |
| 7000 | Non-operating income and expenses | |||||
| 7100 | Interest income | VI(XXII) | \$207 | 0.00 | \$277 | 0.00 |
| 7010 | Other income | VI(XXIII) | 6,092 | 0.07 | 13,725 | 0.24 |
| 7020 | Other gains and losses | VI(XXIV) | (18,458) | (0.22) | 40,079 | 0.69 |
| 7050 | Finance costs | VI(XXV) | (244,175) | (2.88) | (201,879) | (3.48) |
| 7070 | Share of profit or loss of subsidiaries, associates, and joint ventures accounted for using the equity method | VI(VII) | (56,115) | (0.66) | (48,372) | (0.83) |
| 7000 | Total non-operating income and expenses | (\$312,449) | (3.69) | (\$196,170) | (3.38) | |
| 7900 | Income before tax | \$1,932,918 | 22.76 | \$1,803,254 | 31.07 | |
| 7950 | Income tax expense (gain) | IV, VI(XXVIII) | (248,026) | (2.92) | (146,684) | (2.53) |
| 8200 | Current net income | \$1,684,892 | 25.68 | \$1,656,570 | 33.60 | |
| 8300 | Other comprehensive income | |||||
| 8310 | Items not reclassified to profit or loss | |||||
| 8311 | Remeasurements of defined benefit plans | IV, VI(XXVI) | (\$270) | (0.00) | (\$912) | (0.02) |
| 8349 | Incomes tax expense (gain) related to titles not subject to reclassification | IV, VI(XXVIII) | (54) | (0.00) | (182) | (0.00) |
| 8300 | Other comprehensive income (after tax) | (\$216) | (0.00) | (\$730) | (0.02) | |
| 8500 | Total comprehensive income | \$1,684,676 | 25.68 | \$1,655,840 | 33.58 | |
| 9750 | Basic earnings per share (NT\$) | IV, VI(XXX) | \$4.48 | \$4.31 | ||
| 9850 | Diluted earnings per share (NT\$) | IV, VI(XXX) | \$4.48 | \$4.30 |
| King's Town Construction Co., Ltd. | |
|---|---|
Parent Company Only Statements of Changes in Equity From January 1 to December 31, 2020 and 2019 Unit: NT\$ thousand
| Ledger Account | Retained earnings | ||||||
|---|---|---|---|---|---|---|---|
| Code | Summary | Share capital | Capital surplus | Legal reserve | Unappropriated earnings | Total | Total equity |
| A1 | Balance as of January 1, 2019 | \$3,846,549 | \$36,474 | \$1,156,054 | \$6,722,413 | \$7,878,467 | \$11,761,490 |
| B1 | Legal reserve | 49,724 | (49,724) | 0 | 0 | ||
| B9 | Employee compensation to capital increase | 1,915 | 3,541 | 0 | 5,456 | ||
| D1 | Net income in 2019 | 1,656,570 | 1,656,570 | 1,656,570 | |||
| D3 | comprehensive income in 2019 Other |
(730) | (730) | (730) | |||
| D5 | Total comprehensive income in 2019 | \$1,655,840 | \$1,655,840 | \$1,655,840 | |||
| Z1 | Balance as of December 31, 2019 | \$3,848,464 | \$40,015 | \$1,205,778 | \$8,328,529 | \$9,534,307 | \$13,422,786 |
| A1 | Balance as of January 1, 2020 | \$3,848,464 | \$40,015 | \$1,205,778 | \$8,328,529 | \$9,534,307 | \$13,422,786 |
| B1 | Legal reserve | 165,658 | (165,658) | 0 | 0 | ||
| B9 | Employee compensation to capital increase | 5,357 | 12,858 | 0 | 18,215 | ||
| D1 | Net income in 2020 | 1,684,892 | 1,684,892 | 1,684,892 | |||
| D3 | comprehensive income in 2020 Other |
(216) | (216) | (216) | |||
| D5 | Total comprehensive income in 2020 | \$1,684,676 | \$1,684,676 | \$1,684,676 | |||
| L1 | Treasury stock repurchase | 0 | |||||
| L3 | Cancellation of treasury shares | (141,890) | (52,873) | (\$268,699) | (268,699) | (463,462) | |
| Z1 | Balance as of December 31, 2020 | \$3,711,931 | \$0 | \$1,371,436 | \$9,578,848 | \$10,950,284 | \$14,662,215 |
| Note: Employee compensation of NT\$19,524 thousand and NT\$18,215 thousand for 2020 and 2019, respectively, have been deducted from statements of comprehensive income. |
(Please refer to the accompanying notes in the financial report)
| January 1 to December 31, 2020 | January 1 to December 31, 2019 | ||||
|---|---|---|---|---|---|
| Cash flow from operating activities: | Cash flow from investing activities: | ||||
| Current year net profit before tax | \$1,932,918 | \$1,803,254 | Acquisition of financial assets at fair value through profit or loss | (\$183,079) | (\$47,465) |
| Adjustment items: | Disposal of financial assets at fair value through profit or loss | 159,987 | 2,432 | ||
| Revenue, expense and loss that do not affect the cash flows: | Acquisition of investment accounted for using the equity method | (70,000) | (70,000) | ||
| Depreciation expenses | 64,064 | 63,736 | Acquisition of property, plant, and equipment | (611) | (102) |
| Amortization expenses | 4,317 | 4,558 | Acquisition of intangible assets | (279) | (101) |
| Net loss (gain) on financial assets at fair value through profit or loss | 7,599 | (39,935) | Increase in refundable deposits | (4,634) | (2,547) |
| Share of profit or loss of subsidiaries accounted for using the equity | |||||
| method | 56,115 | 48,372 | Decrease in refundable deposits | 8,871 | 2,540 |
| Increase in provisions | 4,313 | 6,540 | Acquisition of investment properties | (1,268) | (8,531) |
| Interest expenses | 244,175 | 201,879 | Recovery of financial assets for capital reduction | 2,598 | 89 |
| Interest income | (207) | (277) Net cash outflow from investing activities | (\$88,415) | (\$123,685) | |
| Dividend income | (710) | (815) | |||
| (Gain) Loss on disposal of investments | 10,365 | (291) | |||
| Total revenue, expense and loss that do not affect the cash flows: | \$390,031 | \$283,767 Cash flows from financing activities: | |||
| Changes in operating assets and liabilities | Proceeds from short-term borrowings | \$24,334,940 | \$22,995,052 | ||
| Net changes in operating assets | Proceeds from short-term bills payable | (24,800,914) | (27,005,480) | ||
| Repayments of short-term borrowings | \$68,551 | (\$108,710) | Proceeds from short-term bills payable | 28,057,200 | 25,618,800 |
| Increase in trade receivables | (51,318) | (48,776) | Repayments of short-term bills payable | (28,120,200) | (25,798,800) |
| Decrease (increase) in other receivables | (749,952) | 631 | Proceeds from long-term loans | 3,962,000 | 8,465,487 |
| Decrease (increase) in inventories | 4,485,957 | (2,600,900) | Proceeds from long-term borrowings | (7,690,188) | (4,088,035) |
| Decrease in other current assets | 105,070 | 228,319 | Increase in deposits received | 0 | 2,554 |
| Total net changes in operating assets | \$3,858,308 | (\$2,529,436) | Decrease in deposits received | (133,958) | (572) |
| Net change in operating liabilities | Treasury stock repurchase cost | (463,462) | 0 | ||
| Gain (loss) in notes payable | \$64,638 | (\$4,518) | Repayment of the principal portion of lease liabilities | (1,044) | (1,026) |
| Increase (decrease) in trade payable | (644,221) | 331,247 Net cash inflow from financing activities | (\$4,855,626) | \$187,980 | |
| Increase in contract liabilities - current | 19,973 | 399,464 | |||
| Increase in other payables | 15,423 | 19,422 | |||
| Increase (decrease) in other current liabilities | (2,463) | 52,206 Increase in current cash and cash equivalent | \$229,028 | \$157,368 | |
| Decrease in net defined benefit liabilities | (3,509) | (1,606) Cash and cash equivalent at the beginning of the period | 318,370 | 161,002 | |
| Total net changes in operating liabilities | (\$550,159) | \$796,215 Cash and cash equivalent at the end of the period | \$547,398 | \$318,370 | |
| Total net changes in operating assets and liabilities | \$3,308,149 | (\$1,733,221) | |||
| Cash inflow (outflow) from operating activities | \$5,631,098 | \$353,800 | |||
| Interest received | 208 | 276 | |||
| Dividend received | 710 | 815 | |||
| Interest paid | (250,572) | (203,172) | |||
| Income tax paid | (208,375) | (58,646) | |||
| Net cash inflow (outflow) from operating activities | \$5,173,069 | \$93,073 | |||
Parent Company Only Statements of Cash Flows From January 1 to December 31, 2020 and 2019 Unit: NT\$ thousand Share of profit or loss of subsidiaries accounted for using the equity method Chairperson: Tianye Investment Co., Ltd. Representative: Tsai, Tien-Tsan Manager: Chen, Tien-Chin Accountant Officer: Liang, Su-Ying
(Please refer to the accompanying notes in the financial report)
— 198 —
Notes to Parent Company Only Financial Statements 2020 and 2019 (In Thousands of New Taiwan Dollars, unless otherwise specified)
- Company History
King's Town Construction Co., Ltd (hereinafter referred to as the "Company") was incorporated in 1985. The place of registration are located at 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City/ The Company started trading on Taiwan Stock Exchange Corporation on October 18, 1994. The Company mainly engages in residential and building development, lease and sale, development of specific professional areas and zoning and rezoning agency business.
- Approval Date and Procedures of the Financial Statements
The parent company only financial statements were approved for publication by the Board of Directors on March 24, 2021.
-
- Application of New, Revised, and Amended Standards and Interpretations
- a. Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) as endorsed by the Financial Supervisory Commission ("FSC") are as follows:
International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations applicable endorsed by the FSC in 2020:
| New Standards, Interpretations and Amendments |
Major Amendments | Effective Date of Issuance by the IASB |
|---|---|---|
| Amendments to IFRS 3 "Definition of a Business" |
These amendments clarify IFRS 3 - Business Combinations to improve the definition of a business. The amendments will help companies to identify whether the transaction should be handled as a business consolidation or as acquisition of asset. IFRS 3 will continue to adopt market participant's view point in deciding whether an activity or asset combination acquired is a business, including clarifying the minimum requirement of a business, adding guidance to help companies to evaluate whether the acquisition process is substantial, and reducing definition of business and production. |
January 1, 2020 |
| Amendment to IAS 1 and IAS 8 "Definition of |
The amendments can be attributable to the redefinition of |
January 1, 2020 |
| New Standards, Interpretations | Effective Date of | ||
|---|---|---|---|
| and Amendments | Major Amendments | Issuance by the IASB | |
| Material" | material information as: | ||
| Information is material if | |||
| omitting, misstating or obscuring | |||
| it could reasonably be expected | |||
| to influence the decisions that | |||
| the primary users of general | |||
| purpose financial statements | |||
| make on the basis of those | |||
| financial statements, which | |||
| provide financial information | |||
| about a specific reporting entity. | |||
| These amendments clarify that | |||
| materiality is based on the nature | |||
| of the information, and a | |||
| company shall see whether | |||
| information is material on its | |||
| own or when parent company | |||
| only with other information in | |||
| the financial statements. If it can | |||
| be reasonably expected to | |||
| influence the decisions that the | |||
| primary users of the financial | |||
| statements make, then | |||
| misstatement of information will | |||
| be material. | |||
| | Amendments to IFRS 9, | This amendment targets all | January 1, 2020 |
| IAS 39, and IFRS 7 | hedging relationships directly | ||
| "Changes in Interest Rate | influenced by the interest rate | ||
| Indicators" | benchmark reform, and a few | ||
| exceptions to the rule have also | |||
| been included. When uncertainty | |||
| arises from the timing or amount | |||
| of cash flow from the benchmark | |||
| basis of the hedged item or | |||
| hedge instrument due to the | |||
| interest rate benchmark reform, | |||
| the hedging relationship will be | |||
| directly influenced. Therefore, a | |||
| company shall apply the | |||
| exceptions to all hedging | |||
| relationships directly affected by | |||
| interest rate benchmark reform. | |||
| | Amendments to IFRS 16 | This amendment provides | January 1, 2019 |
| "Covid-19-Related Rent | lessees with the option to be | ||
| Concessions" | exempt from the assessment of | ||
| whether the rent reduction | |||
| associated with the new | |||
| coronavirus is a lease | |||
| modification, and lessees may | |||
| elect to be treated as a lease | |||
| payment change other than a | |||
| lease modification. | |||
| The practical expedient applies | |||
| only to rent reductions that are | |||
| directly attributable to the new | |||
| coronavirus and meet all of the | |||
| following conditions: the change | |||
| in lease payments results in a | |||
| New Standards, Interpretations and Amendments |
Major Amendments | Effective Date of Issuance by the IASB |
|---|---|---|
| modified lease consideration that | ||
| is substantially equal to or less | ||
| than the lease consideration prior | ||
| to the change; and the reduction | ||
| is limited to lease payments that | ||
| were originally due by June 30, | ||
| 2021. If the lease payments are | ||
| reduced up to and including June | ||
| 30, 2021, but the rent is | ||
| increased after June 30, 2021 | ||
| (i.e., deferred rent payments), | ||
| this condition will still apply; | ||
| there are no material changes to | ||
| other terms or conditions of the | ||
| lease. |
The Company evaluates that the application of the newly endorsed IFRSs will not have a material impact on the parent company only financial statements.
- b. Effects of not yet applying the newly-announced and revised IFRSs endorsed by FSC:
- 1) New, revised, and amended standards and interpretations of IFRSs endorsed by the FSC and are applicable in 2021:
| New Standards, | |||
|---|---|---|---|
| Interpretations and | Effective Date of Issuance by | ||
| Amendments | Major Amendments | the IASB | |
| | Amendments to IFRS 4 "Temporary Exemption from Applying IFRS 9" Use this segment |
IFRS 9 governs the accounting for financial instruments and is effective after January 1, 2018. However, for insurers that are primarily engaged in insurance activities and have not previously applied any version of IFRS 9, IFRS 4 provides a temporary exemption that allows, but does not require, insurers to apply IAS 39 "Financial Instruments: Recognition and Measurement", instead of IFRS 9 before January 1, 2023. |
January 1, 2021 |
| | Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 "Interest Rate Benchmark Reform - Phase II" |
The impacts of Phase II Interest Rate Benchmark Reform on the financial statements include: A. Regarding cash flows of financial instruments, the carrying amounts thereof will not be derecognized or adjusted due to the changes in the reform. Instead, changes result directly from interbank offered rates (IBORs) will be accounted for by updating the effective interest rates. B. If a hedging relationship is subject to hedging accounting, |
January 1, 2021 |
| New Standards, Interpretations and |
Effective Date of Issuance by | |
|---|---|---|
| Amendments | Major Amendments | the IASB |
| the hedging relationship will | ||
| still be subject to hedging | ||
| accounting regardless of | ||
| changes in the requirements of | ||
| the reform; and | ||
| C. The Company is required to | ||
| disclose the risks arise from | ||
| the reform and the Company's | ||
| risk management in the | ||
| transition. |
- 2) The Company assessed the effects of adopting the aforementioned standards and interpretations, and has found no significant effects on the Company's financial position and financial performance.
- c. Effects of IFRSs issued by IASB but not yet endorsed by FSC:
- 1) The following new, amended, revised standards and interpretation of IFRSs that have been issued by IASB but not yet endorsed by the FSC:
| New Standards, | |||
|---|---|---|---|
| Interpretations and | Effective Date of Issuance by | ||
| Amendments | Major Amendments | the IASB | |
| | Amendments to IAS 1 "Disclosure of Accounting Policies" |
The major amendments to IAS 1 include: Require companies to disclose their significant accounting policies rather than their material accounting policies; clarify that accounting policy information related to transactions, other events or circumstances that are not material and do not require disclosure of such information; and clarify that all accounting policy information that is not related to a transaction, other event or circumstance that is material is material to the company's financial statements. |
January 1, 2023 |
| | Amendments to IAS 8 "Definition of Accounting Estimates" |
The amendment introduces a new definition of an accounting estimate that clarifies that an accounting estimate is a monetary amount in the financial statements that is subject to measurement uncertainty. The amendment also clarifies the relationship between accounting policies and accounting estimates by specifying that a company is required to establish accounting estimates for the purposes of the accounting |
January 1, 2023 |
| New Standards, Interpretations and Amendments |
Major Amendments | Effective Date of Issuance by the IASB |
|
|---|---|---|---|
| | Amendments to IFRS 10 and IAS 28 "Sale or Contribution of Assets between an Investor and Its Associate or Joint Venture" |
policies it applies. This project addresses the acknowledged inconsistency between the requirements in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures, in dealing with the loss of control of a subsidiary that is contributed to an associate or joint venture. IAS 28 states that when non-monetary assets are contributed in exchange for an interest in an associate or a joint venture, the share of gains or losses shall be eliminated in accordance with the treatments of a downstream transaction. However, IFRS 10 requires a full recognition of gains or losses arising from the loss of control of a subsidiary. These amendments prohibit the aforementioned regulations from IAS 28; when the loss of control of a business, as defined in IFRS 3 occurs, a full gain or loss should be recognized. IFRS 10 was also amended so that the gains or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 between an investor and its associate or joint venture is recognized only to the extent of the unrelated investors' interests in the associate or joint |
To be determined by IASB |
| | IFRS 17 "Insurance Contracts" and amendments to IFRS 17 "Insurance Contracts" |
venture. This standard provides a comprehensive model to insurance contracts, including all accounting treatment (recognition, measurement, expression, and disclosure principle). The core of the standard is general, and under this model, initial recognition measures the insurance contract group by the combination of the cash flow from performance obligation and contract service margin, |
January 1, 2023 |
| New Standards, Interpretations and |
Effective Date of Issuance by | |
|---|---|---|
| Amendments | Major Amendments wherein the performance obligation cash flow includes: Estimated future cash flow; Adjustments that reflect the time value of money and the financial risks (within the estimation range of the future cash flow that does not include financial risk) associated with future cash flows; and Adjustment of non financial risks. The carrying amount of the insurance contract group at the end of each reporting period is the sum of the remaining security liabilities and the claims liabilities incurred. In addition to the general model, the standard also provides specific applicable methods with contracts characterized by direct participation (variable fee method) and simplified short term contract method (premium allocation approach). IFRS 17 was issued in May 2017 and it was amended in June 2020. The amendments include deferral of the date of initial application of IFRS 17 by two years to annual beginning on or after 1 January 2023 (from the original effective date of 1 January 2021); provide additional transition reliefs; simplify some requirements to reduce the costs of applying IFRS 17 and revise some requirements to make the results easier to explain. IFRS 17 replaces an interim standard - IFRS 4 Insurance |
the IASB |
| Amendments to IAS 1 "Liabilities classified as current or non-current" |
Contracts - from annual reporting periods beginning on or after 1 January 2023. This amendment targets sections 69-76 in IAS 1 - Presentation of Financial Statements concerning the |
January 1, 2023 |
classification of liability as either current or non-current.
| New Standards, | |||
|---|---|---|---|
| Interpretations and | Effective Date of Issuance by | ||
| Amendments | Major Amendments | the IASB | |
| | Amendments to IAS 16 "Property, Plant and Equipment: Proceeds |
The amendments prohibit a company from deducting from the cost of property, |
January 1, 2022 |
| before Intended Use" | plant, and equipment amounts received from selling items produced while the company is preparing the asset for its intended use. Instead, a company will recognize such sales proceeds and related cost in profit or loss. |
||
| | Amendments to IAS 37 "Onerous Contracts - Cost of Fulfilling a Contract" |
The amendments clarify what costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The " cost of fulfilling a contract" includes the incremental cost of performance and other costs directly related to fulfilling a contract. |
January 1, 2022 |
| | Amendments to IFRS 3 "Updating a Reference to the Conceptual Framework" |
The amendments updated IFRS 3 by replacing a reference to an old version of the Conceptual Framework for Financial Reporting with a reference to the latest version, which was issued in March 2018. The amendments also added an exception to the recognition principle of IFRS 3 to avoid the issue of potential "day 2" gains or losses arising for liabilities and contingent liabilities. Besides, the amendments clarify existing guidance in IFRS 3 for contingent assets that would not be affected by replacing the reference to the Conceptual Framework. |
January 1, 2022 |
| New Standards, Interpretations and Amendments Major Amendments Annual Improvements to Amendment to IFRS 1 The IFRS Standards 2018 - amendment simplifies the 2020 application of IFRS 1 by a subsidiary that becomes a first-time adopter after its parent in relation to the measurement of cumulative translation differences. Amendment to IFRS 9 Financial Instruments The amendment clarifies the fees a company includes when assessing whether the terms of a new or modified financial |
Effective Date of Issuance by the IASB January 1, 2022 |
|---|---|
| liability are substantially different from the terms of the original financial liability. Amendment to Illustrative Examples Accompanying IFRS 16 Leases The amendment to Illustrative Example 13 accompanying IFRS 16 modifies the treatment of lease incentives relating to lessee's leasehold improvements. Amendment to IAS 41 The amendment removes a requirement to exclude cash flows from taxation when measuring fair value thereby aligning the fair value measurement requirements in IAS 41 with those in other |
2) The Company has continued to assess the effects of amendments to other standards and interpretations on its financial conditions and performance. Related impacts will be disclosed upon completion of the assessment.
- Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. Unless otherwise specified, the policies shall be applicable to all reporting periods presented.
a. Compliance Statement
The parent company only financial reports are prepared in accordance with the " "Regulations Governing the Preparation of Financial Reports by Securities Issuers," IFRS, IAS, and IFRIC Interpretations, and SIC Interpretations as endorse by the FSC.
- b. Basis of Preparation
- 1) Except for the following significant items, these parent company only financial statements have been prepared on the historical cost basis:
- a) Financial assets and liabilities at fair value through profit or loss are measured at fair value.
- b) Defined benefit liability derived from retirement plan assets less the present value of net defined benefit obligation.
- 2) When preparing parent company only financial statements, the Company adopts the equity method for investments in subsidiaries and associates. The current profit or loss, other comprehensive income, and equity in the parent company only financial statements are the same as the current profit or loss, other comprehensive income and equity attributable to the owners of the Company in the parent company only financial statements of the Company, and there is no difference in accounting treatment between the basis of consolidation.
- 3) Functional currency and presentation currency
The Company takes the currency of the main economic environment in which each business operates as its functional currency. The Parent Company Only Financial Statements are presented in the New Taiwan dollar, the Company's functional currency. All financial information presented in New Taiwan dollars has been rounded to the nearest thousand.
- c. Foreign Currency Trading
- 1) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing on the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.
- 2) Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the end of the reporting period.
Exchange differences arising upon re-translation on the balance sheet date are recognized in profit or loss.
- 3) The balances of non-monetary assets and liabilities denominated in foreign currencies are adjusted at the exchange rates prevailing at the end of the reporting period. If the balances are measured at fair value through profit or loss, the resulting exchange differences are recognized in profit or loss; if the balances are measured at fair value through profit or loss, the resulting exchange differences are recognized in other comprehensive income items; if the balances are not measured at fair value, they are measured at the historical exchange rates at the dates of initial transactions.
- d. Standards for Assets and Liabilities Classified as Current and Non-current
The Company is engaged in the construction of houses for sale by contractors, and its business cycle is longer than one year. As such, assets and liabilities related to the construction business are classified as current or non-current by reference to its normal operating cycle; the operating cycle is based on a three-year period. In addition to the above paragraph:
- 1) Assets that meet one of the following criteria are classified as current assets:
- a) Assets that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle.
- b) Assets held primarily for trading purposes.
- c) Assets that are expected to be realized within 12 months after the end of the reporting period.
- d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the end of the reporting period. The Company classifies all the assets that do not meet the above-mentioned criteria as non-current.
- 2) Liabilities that meet one of the following criteria are classified as current liabilities:
- a) Liabilities that are expected to be settled within the normal operating cycle.
- b) Assets held primarily for trading purposes.
- c) Payment is expected to be due within 12 months after the end date of the reporting period.
- d) Liabilities with a repayment schedule that cannot be unconditionally deferred till at least 12 months after the end date of the reporting period. The Company classifies all liabilities that do not meet the above conditions as non-current.
- e. Cash and Cash Equivalents
Cash includes inventory cash and current deposit. Cash equivalents refer to the short-term and highly liquidity investment that can be converted into quota cash at any time with little risk of value change. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.
f. Financial Instruments
Financial assets and liabilities will be recognized in the parent company only balance sheets when the Company becomes a party to the contract of the financial instrument.
When showing the original financial assets and liabilities, if their fair value was not assessed based on profit or loss, it is the fair value plus the cost of transaction, that is, of its acquisition or issuance of the financial assets or financial liabilities. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.
g. Financial Liabilities
Where the purchase or sale of financial assets is in line with conventional trading practices, the accounting treatment of all purchases and sales of financial assets classified in the same way by the Company shall be consistently on the trade date or the settlement date.
1) Types of measurement
Financial assets held by the Company are classified as financial assets at fair value through profit or loss, financial assets at amortized cost, and investments in equity instruments at fair value through other comprehensive income.
a) Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets mandatorily measured at fair value through profit or loss and financial assets designated as at fair value through profit or loss. Financial assets mandatorily measured at fair value through profit or loss include equity instrument investments not designated by the Company to be measured at fair value through other comprehensive income, and debt instrument investments not subject to classification as measured at amortized cost or to be measured at fair value through other comprehensive income.
Financial assets at fair value through profit or loss are measured at fair value; any re-measurement profit or loss (including any dividends or interests derived from such financial assets) is recognized in profit or loss. Please refer to Note XII for the determination of fair value.
b) Financial assets at amortized cost
When the Company's investments in financial assets satisfy the following two conditions simultaneously and they are not designated as at fair value through profit or loss, they are classified as financial assets at amortized cost:
i. Financial assets held based on the business model of collecting contract cash flow.
ii. The terms of the contract of the financial assets generate a cash flow on a specified date that is solely for the payment of interest on the principal and the amount of principal outstanding.
Subsequent to initial recognition, such assets (including cash and cash equivalents, notes receivable, trade receivable (including installment receivable, long-term notes receivables and trade receivable), other receivables (including related parties) and refundable deposits) that are measured at amortized cost) equal to the gross carrying amount as determined using the effective interest method less any impairment loss; any interest income, foreign exchange gain or loss and impairment loss are recognized in profit or loss. When derecognition, gain or loss is recognized in profit and loss.
Interest income is calculated at the value of effective interest rate times the gross carrying amount of financial assets.
c) Financial assets at fair value through other comprehensive income
A debt investment is measured at fair value through other comprehensive income/(loss) if it meets both of the following conditions and is not designated as at fair value through profit or loss:
- i. The objective of the Company's business model is achieved both by collecting contractual cash flows and selling financial assets.
- ii. The terms of the contract of the financial assets generate a cash flow on a specified date that is solely for the payment of interest on the principal and the amount of principal outstanding.
The Company may, at initial recognition, make an irrevocable decision to designate an equity instrument that is neither held for trading to be measured at fair value through other comprehensive income. Subsequent changes in fair value are reported in other comprehensive income. The preceding selection is made on an instrument-by-instrument basis.
They are recognized initially at fair value plus directly attributable transaction costs and subsequently measured at fair value. Foreign currency translation profit and loss on investments in debt instruments, interest income and impairment losses calculated using the effective interest method, and dividend income from investment in equity instruments (except those expressly specified as recovery of parts of the investment cost) are recognized in profit or loss. Changes in the other carrying amount are recognized based on the unrealized profits and losses on financial assets measured at fair value through other comprehensive profit and loss. When performing derecognition, the cumulative profit or loss of investments in debt instruments are reclassified from equity to profit or loss; the cumulative profit or loss of investments in equity instruments are reclassified from equity to retained earnings and not to profit or loss.
The dividend income of equity investment shall be recognized on the date when the Company is entitled to receive dividends (usually the ex-dividend date).
2) Impairment of financial assets
The Company evaluates credit losses based on expected credit loss at the end of each reporting period for financial assets (including cash and cash equivalents, notes receivable and trade receivable (including installment receivable, long-term notes receivable and trade receivable), other receivables (including related parties) and refundable deposits, investments in debt instruments at fair value through other comprehensive income, and impairment losses on contract assets.
Allowances shall be appropriated for notes receivable, trade receivables, and other receivables for expected credit losses for the duration of their existence. Financial assets at amortized cost and investments in debt instruments measured at fair value through other comprehensive income/(loss) are first evaluated to determine whether there is a significant increase in credit risk since original recognition. If there is no significant increase, an allowance for loss is recognized based on the expected credit losses for the 12 months following the reporting date, and if there is a significant increase, an allowance for loss is recognized based on the expected credit losses arising from all probable defaults during existence period.
The expected credit loss is the weighted average credit loss determined by the risk of default. The 12-month expected credit losses represent the expected credit losses arising from the possible default of the financial instrument in the 12 months after the reporting date, and the expected credit losses during the lifetime represent the expected credit losses arising from all possible defaults of the financial instrument during the expected existence period.
At the end of each reporting period, the Company assesses whether there is a credit impairment on financial assets measured at amortized cost and on investments in debt instruments measured at fair value through other comprehensive income/(loss). When there is one or more events arising that will bring unfavorable influence to expected future cash flow, there is already credit impairment to the financial asset. The evidence for credit impairment of financial assets includes the observable data for the following events:
- a) Material financial hardship for borrower or issuer;
- b) Default, such as arrearage or delinquency for more than 365 days;
- c) Compromise made by the Company to borrower that would not be considered before, because of economic or contract reason related to borrower's financial difficulty;
- d) The borrower is most likely to file for bankruptcy or conduct other financial arrangement; or
- e) Disappearance of active market for the financial asset due to financial difficulty.
Through the loss allowance account, the carrying amount of all financial assets is reduced for the impairment loss, except for the investment in debt instruments measured at FVTOCI for which the impairment loss is recognized in other comprehensive income and does not reduce the carrying amount.
3) Derecognition of financial assets
The Company derecognizes the financial assets when the contractual rights to the cash inflow from the asset expire or when the company transfers all the risks and rewards of ownership of the financial assets to other enterprises substantially.
On derecognition of a financial asset measured at amortized cost, the difference between the asset's carrying amount and the sum of the consideration received is recognized in profit or loss. On derecognition of an equity instrument measured at fair value through other comprehensive income/(loss), the cumulative gain or loss is transferred directly to retained earnings and is not reclassified to profit or loss.
- h. Classification Tools for Financial Liabilities and Equity
- 1) Financial liabilities and equity instruments
Debt and equity instruments issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of contractual arrangements and the definitions of a financial liability and an equity instrument.
2) Equity instruments
Equity instruments refer to any contracts containing the Company's residual interest after subtracting liabilities from assets.
Equity instruments issued by the Company are recognized based on the price obtained less direct issuance costs.
The repurchase of equity instruments issued by the Company is recognized in equity as a deduction. The purchase, sale, issuance, or write-off of the Company's equity instruments are not recognized in profit or loss.
3) Financial liabilities
Financial liabilities are classified as amortized costs or the fair value measurement through profit or loss. Financial liabilities, if held for trading, derivatives or designated at the time of initial recognition, are classified as the fair value measurement through profit or loss. Financial liabilities at fair value through profit or loss are measured at fair value, and the related 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 income and foreign currency profit or loss are recognized as profit or loss. Any profit or loss at the time of derecognize is also recognized in profit and loss.
4) Derecognition of financial liabilities
The Company derecognizes financial liabilities when the contractual obligations have been fulfilled, canceled or matured. When the terms of financial liabilities are modified and there is a significant difference in the cash flow of the revised liabilities, the original financial liabilities will be derecognized and new financial liabilities will be recognized at fair value based on the revised terms.
When financial liabilities are derecognized, the difference between their carrying amount and the paid consideration (including any transferred non-cash assets or liabilities assumed) shall be recognized in profit or loss.
5) Offsetting of financial assets and liabilities
The Company presents financial assets and liabilities on a net basis when the Company has the legally enforceable right to offset and intends to settle such financial assets and liabilities on a net basis or to realize the assets and settle the liabilities simultaneously.
i. Inventories
Inventories consist of land and construction in progress, properties held for sale, construction sites and prepaid land. Prepaid land is transferred to construction sites upon transfer of ownership, and construction sites are transferred to land and buildings under construction upon active development. Upon completion of the construction, the sold portion is transferred to operating costs and the unsold portion is transferred to land held for sale, using the construction area ratio, when revenue is recognized from the sale of the premises.
Inventories are measured at the lower of cost or net realizable value and are compared on a line-by-line basis to determine the lower of cost or net realizable value. The cost includes all necessary expenditures and capitalized borrowing costs to get an asset in place and in conditions ready for use.
The net realizable value is the estimated selling price in the ordinary course of business less the estimated cost of completion and the estimated cost necessary to make the sale. The measurement of net realizable value is as follows:
- 1) Construction sites: The net realizable value is calculated on the basis of the expected selling price judged by the management based on the current market conditions, less cost of construction completion and selling expenses, or the most recent estimated market value (based on land development analysis approach or comparison approach).
- 2) Construction-in-progress: The net realizable value is calculated on the basis of the expected selling price (based on the current market conditions) less cost of construction completion and selling costs.
- 3) Buildings and land held for sale: The NRV is the estimated selling price (with reference to the management authority's estimation based on prevailing market conditions) less estimated costs to be incurred in selling the properties and selling expenses.
j. Investment Accounted for Using The Equity Method
The Company has adopted the equity method for investments in subsidiaries. Subsidiaries refer to entities controlled by the Company.
Under the equity method, the investment is initially recognized at cost. The carrying amount of investment is adjusted thereafter for the post-acquisition changes in the Company's share of profit or loss and other comprehensive income and profit distribution of the subsidiaries. In addition, the Company also recognizes changes in other interests in subsidiaries in proportion to the Company's ownership.
When a change in the Company's ownership interests in a subsidiary does not cause it to lose control of the subsidiary, it shall be accounted for as an equity transaction. The difference between the carrying amount of the investments and the fair value of the consideration paid or received is recognized directly in equity.
When the Company loses control of a subsidiary, it recognizes the investment retained in the former subsidiary at its fair value at the date when control is lost. The difference between the fair value of the retained investment plus any consideration received and the carrying amount of the previous investment at the date when control is lost is recognized as a gain or loss in profit or loss. The Company accounted for all amounts recognized in other comprehensive income in relation to the subsidiary on the same basis as would be required if the Company had directly disposed of the related assets and liabilities.
When the Company's share of losses of a subsidiary exceeds its equity in said subsidiary (which includes any carrying amount of the investment accounted for by the equity method and long-term equity that, in substance, forms part of the Company's net investment in said subsidiary), the Company continues recognizing its share of further losses.
The unrealized profit or loss in downstream transactions between the Company and the subsidiary shall be eliminated in the parent company only financial statements. The gains and losses arising from the countercurrent and side current transactions between the Company and its subsidiaries shall be recognized in the parent company only financial statements only to the extent not related to the Company's equity in the subsidiaries.
- k. Property, Plant and Equipment
- 1) Recognition and measurement
Property, plant and equipment are recognized and measured at cost, less accumulated depreciation and accumulated impairment. Cost includes expenditure that is directly attributed to the acquisition of the asset. The cost of self-constructed assets includes raw materials and direct labor, any other directly attributable costs to bring the asset to a serviceable condition for its intended use, the cost of dismantling and removing the item and restoring the site, and the cost of borrowings to capitalize the eligible assets.
When property, plant and equipment contain different components, and it is more appropriate to adopt different depreciation rate or method when it is significant when compared with the total cost, they are deemed as independent items (main components) for treatment.
The gain or loss arising from the derecognition of an item of property, plant and equipment shall be determined as the difference between the net disposal proceeds, if any, and the carrying amount of the item, and it shall be recognized as profit or loss.
2) Reclassification to investment property
When real estate for self-use meets the definition of investment real estate and there is evidence of change in use, the real estate should be reclassified as investment real estate at the carrying amount at the time of the change in use, and the mere change in management's intent to use the real estate is not evidence of change in use.
3) Subsequent costs
Subsequent expenditure for property, plant and equipment is capitalized only when it is probable that the future economic benefits associated with the expenditure will flow to the Company. The carrying amount of those parts that are replaced is derecognized. Ongoing repairs and maintenance for property, plant and equipment are expensed as incurred.
4) Depreciation
The depreciation is calculated in straight-line method by capital cost less scrap value based on service years, and evaluated according to individual material components. If the service years of one component are different from other parts, this part will be separately recognized as depreciation. The depreciation charge for each period shall be recognized in profit or loss.
The useful lives of the Company's major assets are as follows
| Office Equipment | 3 ~ 5 years |
|---|---|
| Other Equipment | 5 years |
Depreciation methods, useful lives, and residual values are audited at each reporting date. If expectations differ from the previous estimates, the change is accounted for as a change in accounting estimate.
l. Leases
1) Identifying a lease
The Company assesses whether the contract is (or includes) a lease on the date of its establishment. If a contract is signed to have the control over the use of identified assets transferred for a period of time in exchange for a consideration, it is (or includes) a lease. In order to assess whether a contract is signed to have the control over the use of identified assets transferred for a period of time, the Company assesses whether there are the following two factors throughout the period of use:
a) rights to nearly all economic benefits of the identified asset have been received; and
b) the control over the right to use the identified asset.
For contracts that are (or include) leases, the Company will treat each lease component in the contract individually, and to separately treat them from the nonlease components in the contracts. Where a contract includes a lease component and one or more additional lease or non-lease components, the company allocates the consideration in the contract to the lease component on the basis of the relative separate price of each lease component and the aggregate separate price of non-lease components. The comparison single unit price of the lease and non-lease components will be decided upon the prices separately received by the lessor (or supplier) for such components. If observable single unit prices are not readily available, the Company will maximize the use of observable information to estimate their respective single unit prices.
2) Where the Company is a lessee:
Except that the lease payments of the low value subject-matter assets and short-term leases applicable to recognition exemption are recognized as expenses on a straightline basis during the lease period, other leases are recognized as right-of-use assets and lease liabilities on the lease commencement date.
The right-of-use asset is initially measured at cost, which includes the initial measured amount of the lease liability, adjusts any lease benefits paid on or before the inception of the lease, and adds the initial direct cost incurred and the estimated cost of dismantling, removing the underlying asset and restoring its location or underlying asset, and deducting any leasing incentives received.
Right-of-use assets are subsequently depreciated on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-ofuse asset or the end of the lease term. In addition, the Company regularly assesses whether the right-of-use asset is impaired and treats any impairment loss that has occurred, as well as cooperating to adjust the right-of-use asset when the lease liability is remeasured.
Lease liabilities are measured at the present value of the lease payments outstanding at the inception date of the lease. If the implicit interest rate of lease is easy to determine, the interest rate is used to discount the lease payment. If the interest rate is not easy to determine, the Company's incremental borrowing rate shall be used.
The lease payments comprise as follows:
- a) fixed payments, including in-substance fixed lease payments;
-
b) Variable lease payments dependent upon certain indicators or rates are measured by the indicators or rates used at the inception of the lease;
-
c) amounts expected to be payable by the lessee under residual value guarantees;
- d) an option to purchase the underlying asset if it is reasonably certain to be exercised, and penalty payments for terminating the lease.
The lease liability subsequently accrues interest with the effective interest method, and its amount is measured when the following occurs:
- a) changes in future lease payments resulting from changes in an index or a rate used to determine those payments;
- b) changes in the amounts expected to be payable under a residual value guarantee;
- c) changes in the assessment of the purchase option;
- d) change in the assessment of the lease term resulting from extension or termination of the exercise of the purchase option; or
- e) lease modifications of the underlying asset, scope, and other terms and conditions.
When the lease liability is remeasured due to the aforementioned changes in the index or rate used to determine lease payments, changes in the residual value guarantee amount, and changes in the evaluation of purchase, extension or termination options, the carrying amount of the right-of-use asset shall be adjusted accordingly, and when the carrying amount of the right-of-use asset is reduced to zero, the remaining remeasured amount is recognized in profit or loss.
The changes in (iv) and (v) decreases the scope of a lease. When a lease modification decreases the scope of a lease, the carrying value of the right-of-use asset is decreased to reflect partial of full termination of the lease liability, and any gain or loss resulting from the aforementioned derecognition is immediately recognized in profit or loss.
The Company records right-of-use assets and lease liabilities defined as not investment properties in a single line item in the balance sheets.
3) Where the Company is a lessor:
A lease is classified as a finance lease when the terms of the lease transfer substantially all the risks and rewards incidental to the ownership of the subject asset to the lessee; otherwise, it is classified as an operating lease.
If the Company is a sublessor, it will handle the main lease and sub-lease transactions separately, and use the right-of-use assets generated by the main lease to evaluate the classification of the sub-lease transactions. If the main lease is a short-term lease and the recognition exemption applies, the sublease transaction should be classified as an operating lease.
Under finance leases, lease payments include lease payments that depend on changes in indices or rates. Net investment in leases is measured at the present value of lease receivables plus original direct costs and expressed as finance lease receivables. Financing income is allocated to each accounting period to reflect the fixed rate of return on the unexpired net lease investment of the Company in each period.
Under operating leases, lease payments after deducting lease incentives are recognized as revenue on a straight-line basis over the relevant lease term. The initial direct costs arising from acquisition of operating leases is added to the carrying amount of the underlying assets; and an expense is recognized for the lease on a straight-line basis over the lease term.
m. Investment Properties
Investment property is real estate held for rent or for capital appreciation or both (including real estate under construction for such purposes). Investment property also includes land that has not yet been determined for future use. and is considered to be held for capital appreciation.
Investment property is initially measured at costs (including transaction costs) and is subsequently measured at costs less accumulated depreciation and accumulated impairment losses.
The Company provides depreciation on a straight-line basis, which is the balance of the asset cost less the residual value over the estimated useful life of the investment real estate. The useful life of investment property buildings and construction is 5 to 45 years.
The cost of self-constructed investment property includes the cost of raw materials and construction, any other costs directly attributable to bringing the investment property to a serviceable condition, and the capitalized cost of borrowings.
Investment property is derecognized when it is disposed of or permanently ceased to be used and no future economic benefits are expected from the disposal. The amount of gain or loss arising from the derecognition of investment property is the difference between the net disposal price and the carrying amount of the asset and is recognized in profit or loss for the period.
When the use of investment property is changed, the reclassification is based on the carrying amount of the property at the time of the change of use.
n. Intangible Assets
The intangible assets acquired by the Company are measured at cost less accumulated amortization and accumulated impairment.
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenses are recognized as profit or loss upon occurrence.
Intangible assets are amortized on a straight-line basis over their estimated useful lives from the time they reach a serviceable condition as follows.
| Land use rights: | 50 years (according to the contract) |
|---|---|
| Computer software: | 3 ~ 10 years |
The residual value, amortization period, and amortization method for an intangible asset with a finite useful life shall be audited at least annually at each fiscal year-end. Any change shall be accounted for as a change in accounting estimate.
o. Impairment of Non-financial Assets
The Company assesses at the end of each reporting period whether there is any indication that the carrying amount of non-financial assets (other than inventories and deferred income tax assets) may be impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.
The purpose of the impairment test, a group of assets whose cash inflow is mostly independent of other individual assets or asset groups, is regarded as the smallest identifiable asset group.
The recoverable amount is the higher of the fair value of an individual asset or cashgenerating unit, less costs to dispose, and its value in use. When evaluating the value in use, the estimated future cash flow is converted to the present value at a pre-tax discount rate, which should reflect the current market assessment of the time value of money and the specific risks for the asset or cash-generating unit.
If the recoverable amount of individual asset or the cash-generating unit is lower than its carrying amount, the carrying amount of the asset or the cash-generating unit shall be reduced to the recoverable amount and the impairment loss shall be recognized immediately in loss for the year.
If an impairment loss is reversed subsequently, the carrying amount of the individual asset or cash generating unit is raised to its recoverable amount, provided that the increased carrying amount shall not exceed the carrying amount that would have been determined had no impairment loss been recognized in prior years. The reversed impairment loss is recognized immediately in profit or loss for the year.
p. Trade and Notes Payables
Trade and notes payables are obligations to be paid for raw materials, goods or services obtained from suppliers in the normal course of business. They are measured at fair value on initial recognition and subsequently measured at amortized cost using the effective interest method, except for short-term accounts payable and notes that are unpaid interest, which are subsequently measured at the original invoice amount because the effect of discounting is immaterial.
q. Provisions
Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, and it is probable that the Company will be required to settle the obligation and the amount of the obligation can be reliably estimated.
Provisions are measured at the best estimate including risks and uncertainties of the expenditure required to settle the obligation on the last day of the reporting period. If provisions are measured at the estimated cash flows to settle the present obligation, the carrying amount of such provisions is equivalent to the present value of such cash flows.
The provision for warranty is estimated based on the contractual agreements and management's best estimate (based on historical warranty experience) of future economic outflows resulting from the project maintenance and warranty obligations.
r. Deposits Received
The deposits received by the Company are mainly for the purpose of ensuring the performance of construction contracts under the construction contracts. Deposits received are recognized as deposits when cash is received and are refunded when the guarantee contract is fulfilled.
- s. Revenue and cost recognition
- 1) Sales of premises
The Company is principally engaged in the construction and sales of property, and the recognition of revenue is based on the transferring of property ownership. For the contracted sales of residential units, due to contract restrictions, the Company usually does not apply the piece of real estate to other purposes. Consequently, revenue is recognized upon either transfer of legal ownership or delivery of the piece of real estate to customers, whichever occurs first in the reporting period, despite that the other occurs in the subsequent period.
Revenue is measured based on the transaction price of the contractual agreements. When sales happen after construction is completed, in most cases, consideration is made upon transfer of legal ownership; however, in some cases, payment of accounts may be deferred under contractual agreements, and if a material financial component is included, the transaction price is adjusted to reflect the impact of the material financial component. When sales happen before construction is completed, consideration is payable in installments during the period from signing a contract to transfer of legal ownership of the real property. If a significant financing component is included in the contract, the installments are discounted at the interest rate of the construction loan to reflect the effect of time value of money. Prepayments are recognized as a contract liability, and discounts reflecting the effect of time value of money are recognized as interest expenses and contract liabilities. The accumulated contract liabilities are reclassified as revenue upon the transfer of legal ownership.
2) Financial composition
The Company's sales contract of pre-sale homes contains provisions for advance payment from customers, and the time between advance receipt and commodity ownership transfer is longer than one year. According to IFRS 15, if the Company judges that there are significant financing components in an individual pre-sale home contract, it shall adjust the amount of the commitment consideration and recognize the interest cost. In addition, IFRS 15 states that companies should determine the significance of the financing component only at the contract level, rather than the financial level at the portfolio level.
3) Rental revenue
Revenue from lease is recognized when an asset is actually used in lease, provided that it is probable the economic benefits will flow to the Company and the amount of revenue can be measured reliably. The related costs are recognized in line with revenues.
4) Incremental costs of obtaining a contract
If the Company expects to recover the incremental cost for acquiring the customer contract, the cost will be recognized as asset. The incremental cost of acquiring contract is cost that will arise in acquiring customer contract and will not arise otherwise. The contract acquisition cost no matter the contract will happen or not is recognized as expense, unless the cost is explicitly collectable from customer no matter the contract is acquired or not.
If the increment cost of acquiring contract is recognized by asset and the asset amortization period is within one year by Company using practical expediency method, the incremental cost will be recognized as expense upon occurrence.
- t. Borrowing costs
- 1) Borrowing costs directly attributable to the acquisition or construction of a qualifying asset are included as part of the cost of the asset until substantially all of the activities necessary to bring the asset to its intended state of use have been completed.
Special loans, such as investment income from temporary investments prior to capitalization, are deducted from the cost of loans eligible for capitalization.
Except for the above, other borrowing costs are recognized in profit and loss in the year they are incurred.
2) Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. When there is no evidence of the possibility that some or all the facility will be drawn down, the fee is recognized as a prepayment and amortized over the period of the facility to which it relates.
- u. Employee Benefit
- 1) Defined contribution plans
Obligations for contributions to defined contribution pension plan are recognized as an employee benefit expense in profit or loss in the periods during which services are rendered by employees.
2) Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company's net obligation in respect of a defined benefit pension plan is calculated separately for each plan by estimating the amount discounted to present value of the future benefit that employees have earned in return for their service in the current and prior periods. The fair value of any plan assets are deducted. The calculation is performed annually by a qualified actuary using the projected unit credit method. The discount rate is the yield on the reporting date on corporate bonds or government bonds that have maturity dates approximating the terms of the Company's obligations and are denominated in the same currency in which the benefits are expected to be paid.
The costs of defined benefits under the defined benefit pension plan include service cost, net interest, and the remeasurement amount. The cost of services (including the cost of services of the current period) and the net interest of the net defined benefit liabilities (assets) are recognized as employee benefit expenses. Remeasurement (comprising actuarial gains and losses, and return on plan assets net of interests) is recognized in other comprehensive income and included in retained earnings, and is not recycled to profit or loss in subsequent periods, costs related to prior service costs are recognized immediately in profit or loss.
Net defined benefit liabilities (assets) are the deficit of the contribution made according to the defined benefit pension plan. A net defined benefit asset shall not exceed the present value of the contributions to be refunded from the plan, or the reductions in future contributions.
When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognized in profit or loss on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits vest immediately, the expense is recognized immediately in profit or loss.
3) Short-term employee benefits
The obligation for short-term employee benefits is measured on undiscounted basis, and recognized as expense at the time of provision of relevant services.
For expected payment amount under short-term cash bonus or bonus plan, if the Company undertakes current obligation of legal or constructive payment for the previous provision of services by employees and the obligation can be reliably estimated, the amount is recognized as liability.
v. Income Tax
Income tax expenses include the tax in the current year and deferred income tax. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes shall be recognized in profit or loss.
Current taxes include tax payables and tax deduction receivables on taxable income (deficits) for the year calculated using the statutory tax rate on the reporting date or the actual legislative tax rate, as well as tax adjustments related to prior years. The additional business income tax levied on the undistributed earnings is recognized as income tax expense on the date when the distribution of earnings is resolved in the Shareholders' Meeting.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. The temporary difference for the following conditions will not be recognized as deferred income tax:
- 1) Assets and liabilities that are initially recognized but are not related to a business combination which have no effect on net income or taxable gains (losses) at the time of the transaction.
- 2) Temporary differences arising from equity investments in subsidiaries or joint ventures where there is a high probability that such temporary differences will not reverse.
- 3) Initial recognition of goodwill.
Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities may be offset against each other if the following criteria are met:
- 1) The entity has the legal right to settle tax assets and liabilities on a net basis; and
-
2) The taxing of deferred tax assets and liabilities fulfils one of the scenarios below:
-
a) Levied by the same taxing authority; or
- b) Levied by different taxing authorities, but where each such authority intends to settle tax assets and liabilities (where such amounts are significant) on a net basis every year of the period of expected asset realization or debt liquidation, or where the timing of asset realization and debt liquidation is matched.
A deferred tax asset is recognized for the carry-forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profit will be available against which the unused tax losses, unused tax credits, and deductible temporary differences can be utilized. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the benefit of part or the deferred tax asset will be utilized, or to reverse a reduction to the extent that it becomes probable that sufficient taxable income will be available.
w. Segment information
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses.
x. Earnings per share
The Company presents the basic and diluted earnings per share of shareholders of common stock equity. The basic earnings per share are calculated based on the profit attributable to the ordinary shareholder of the Company divided by the weighted average number of ordinary shares outstanding. The diluted earnings per share is calculated based on 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 dilutive potential ordinary shares. The Company's employee bonus allotment shares, which have not been approved by the shareholders' meeting and may be issued in shares, are potential common shares.
y. Dividend distribution
Dividends are recorded in the Company's financial statements in the period in which they are approved by the Company's shareholders. Cash dividends are recorded as liabilities. Stock dividends are recorded as stock dividends to be distributed and reclassified to ordinary shares on the base date of new share issuance.
z. Treasury shares
Issued shares repurchased by the company are recognized in "treasury stock" as a deduction to equity based on the amount of consideration paid during share buyback (including directly attributable costs). If the disposal price of treasury stock is higher than the carrying amount, the difference is recognized as capital reserve-treasury stock transaction; if the disposal price is lower than the carrying amount, the difference will offset the capital reserve arising out of transaction of the same type of treasury stock; if insufficient, the retained earnings will be debited. The carrying amount of treasury stock is calculated by weighted averaging according to reason of recovery.
In writing off treasury stock, the capital reserve will be debited according to equity ratiofor shares issuance premium and capital, if the carrying amount is higher than the sum of face value and shares issuance premium, the difference will offset the capital reserve arising out of the same type of treasury stock; if insufficient, the retained earnings will be offset; if the carrying amount is lower than the sum of face value and shares issuance premium, the capital reserve arising out of transaction of the same type of treasury stock will be credited.
- Main Source of Significant Accounting Judgment, Estimation, and Assumption Uncertainties
The preparation of these parent company only financial statements requires management to make critical judgments for applying the Company's accounting policies with critical assumptions and estimates concerning future events. If there is any difference between any significant accounting estimates and assumption made and actual results, the historical experience and other factors will be taken into account in order to continue assessment and adjustment. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Please see below for the description of significant accounting judgments, estimation and assumption uncertainties.
a. Valuation of investment properties
In evaluating the impairment of investment properties, the Company uses the income method of the valuation method to calculate rents based on the useful life of the property and uses the discount factor to capitalize the real estate price as the basis for evaluation. Any changes in the market, changes in economic conditions, obsolescence, physical damage, interest rates, etc., may cause changes in the future.
b. Valuation of inventories
As inventories are stated at the lower of cost and net realizable value, the Company shall determine the net realizable value of inventories at the end of the reporting period using judgments and estimates.
The Company evaluates the amounts of normal inventory consumption, obsolete inventories or inventories without market selling value at the end of the reporting period, and writes down the cost of inventories to the net realizable value. This inventory valuation is based on inventory nature, inquiries into the selling prices of neighboring regions or the selling prices of units sold, and is therefore subject to significant changes.
c. Provisions
Provisions are provisions for post-sale warranty liabilities, which are the present value of the Company's management's best estimate of future economic outflows resulting from warranty obligations. The estimates are based on contractual agreements and management's historical warranty experience, and are subject to adjustment due to construction materials, construction methods or other events that affect product quality. These estimates are primarily based on economic outflows over the future warranty period and are subject to change.
d. Realizability of deferred income tax assets
Deferred income tax assets are recognized only to the extent that it is probable that future taxable income will be available against which the deductible temporary differences can be utilized. Assessment of the realizability of deferred income tax assets involves critical accounting judgements and estimates of the management, including the assumptions of expected future sales revenue growth rate and profit rate, tax exempt duration, available tax credits, tax planning, etc. The global economic environment and industry environment transition and decree changes may incur significant adjustment of deferred tax assets.
-
- Descriptions of Material Accounting Items
- a. Cash and cash equivalent
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Cash on hand and petty cash | \$78 | \$50 |
| Demand deposits | 497,196 | 318,276 |
| Checking deposits | 50,124 | 44 |
| Total | \$547,398 | \$318,370 |
- 1) The Company possesses good credit with financial institutions, and contacts with several financial institutions to diversify credit risk, anticipated possibility of default is very low, the exposure cash amount on maximum credit risks at the end of the reporting period is same as cash equivalents
- 2) For the disclosed information on the interest rate risk and sensitivity analysis of the financial assets and liabilities of the Company, please refer to Note XII.
- b. Financial assets at fair value through profit or loss
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Current | ||
| Domestic listed stocks | \$89,930 | \$87,400 |
| Non-current | December 31, 2020 | December 31, 2019 |
| Domestic unlisted stocks (venture capital) | \$82 | \$82 |
- 1) The Company's investment in domestic unlisted stocks has been designated as investments at fair value through profit or loss.
- 2) The Company recognized a valuation loss of NT\$7,599 thousand in 2020 and a valuation gain of NT\$39,935 thousand in 2019, plus a loss of NT\$10,365 thousand in 2020 and a gain of NT\$291 thousand in 2019 from disposal of financial assets at fair value through profit or loss.
- 3) The Company has disclosed the credit and interest rate risks associated with financial instruments in Note XII.
- 4) None of the financial assets of the Company has been pledged as collateral.
- Item December 31, 2020 December 31, 2019 Notes receivable Measured at amortized cost Less than 1 year \$40,159 \$56,710 Over 1 year 0 52,000 Total \$40,159 \$108,710 Trade receivables Measured at amortized cost Less than 1 year \$101,539 \$50,026 Less: Allowance for doubtful accounts - Trade receivables (22) (22) Total \$101,517 \$50,004 Installment receivables Measured at amortized cost Less than 1 year \$0 \$195 Over 1 year 0 0 Total \$0 \$195
-
c. Note and trade receivables
-
1) The Company's long-term notes receivable and long-term installment receivable of more than one year are classified as non-current assets.
- 2) The installment receivables from the Company provide customers with installment payments for the final payment of their homes over a period of approximately one to three years, and a second mortgage is created on each of the homes as security for the payments.
- 3) The Company's long-term notes receivable of more than one year represent advance payments from customers for decoration work. The period of one to three years is due
to the time required for design and construction for the purchase of the rough housing units, and revenue is recognized upon completion and acceptance of the decoration.
4) The Company applies the simplified approach on the estimation of expected credit losses for all notes receivable (including long-term notes receivable) and trade receivables (including installment receivables), that is, a loss allowance is recognized based on the lifetime of expected credit losses. To measure the expected credit losses, notes and accounts receivables were grouped based on shared characteristics of credit risk on remaining payments before due date, and forward-looking information was incorporated as well. The expected credit loss of notes receivable (including longterm notes receivable) and trade receivables (including installment receivables) of the Company is as follows:
| Carrying amount of notes receivable (including long-term notes receivable) and trade receivables (including long-term |
Weighted average expected credit loss ratio |
Allowance for expected credit losses during the period |
|---|---|---|
| \$141,676 | 0% | \$0 |
| 0 | 0% | 0 |
| 22 | 100% | 22 |
| \$141,698 | \$22 | |
| Carrying amount of notes receivable (including long-term notes receivable) and trade receivables (including long-term |
Weighted average expected credit loss ratio |
Allowance for expected credit losses during the period |
| \$0 | ||
| 0% | ||
| 22 | 100% | 0 22 |
| installment receivables) installment receivables) \$158,867 42 |
December 31, 2020 December 31, 2019 0% |
The changes in the allowance for losses on notes and trade receivables of the Company were as follows
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Beginning balance | \$22 | \$22 |
| Increase in the current period | 0 | 0 |
| Ending balance | \$22 | \$22 |
- 5) The majority of the credit period of the Company's receivables is the date of transfer of ownership of the premises to the bank, or the date of credit card payment for the premises and credit card payment for food and beverage services and room accommodations to the bank. The Company is in the construction and tourism industry and has a large and unrelated customer base, so the concentration of credit risk is limited. Please refer to Note XII for related credit risk information.
- 6) The Company's notes receivable (including long-term notes receivable) and trade receivables (including installment receivables) were not discounted or provided as collaterals.
- d. Other receivables
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Other receivables - related parties |
\$240 | \$285 |
| Other receivables | 750,063 | 66 |
| Total | \$750,303 | \$351 |
- 1) Other receivables related parties are the receivables from landlords for their share of sales and related parties for their share of expenses.
- 2) The Company's other receivables were assessed not to be impaired and were not past due.
- e. Inventories
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Buildings held for sale | \$7,612,198 | \$10,040,381 |
| Land held for sale | 3,067,455 | 4,579,585 |
| Land under construction | 2,018,413 | 2,663,463 |
| Construction in progress | 694,670 | 747,836 |
| Land held for construction | 15,648,922 | 15,648,922 |
| Prepayment for land | 140,281 | 0 |
| Less: Provision for loss of inventory | (542) | (12,833) |
| Total | \$29,181,397 | \$33,667,354 |
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| 1) Buildings held for sale |
||
| Wistron Financial Building | \$0 | \$10,536 |
| Mandala (Ji Jing) | 21,194 | 30,820 |
| Xiande Section No. 826 | 15,262 | 15,262 |
| King's Town Hyatt | 801,104 | 884,033 |
| Hua Shang | 114,478 | 114,478 |
| Hu Li Fang | 0 | 15,862 |
| Tian Feng | 145,518 | 145,014 |
| Ju Dan | 323,529 | 402,600 |
| King's Town | 2,233,297 | 2,356,373 |
| Yuashan Compound | 0 | 13,015 |
| Shi Shang King's Town | 249,997 | 455,958 |
| King's Town Garden | 1,003,595 | 1,482,476 |
| Yue He Di | 131,661 | 202,526 |
|---|---|---|
| Mei Shu Huang Ju | 1,953,523 | 3,123,915 |
| Yiwen Court | 614,443 | 787,111 |
| Xiang King's Town | 4,194 | 0 |
| Other projects | 403 | 402 |
| Total | \$7,612,198 | \$10,040,381 |
| Less: Provision for loss of inventory | (403) | (6,466) |
| Net | \$7,611,795 | \$10,033,915 |
| Item | December 31, 2020 | December 31, 2019 |
|---|---|---|
| 2) Land held for sale |
||
| Wistron Financial Building | \$0 | \$13,273 |
| Mandala (Ji Jing) | 16,657 | 24,223 |
| Xiande Section No. 826 | 6,247 | 6,247 |
| King's Town Hyatt | 58,510 | 65,958 |
| Hu Li Fang | 0 | 7,374 |
| Tian Feng | 62,443 | 62,443 |
| Ju Dan | 194,866 | 248,664 |
| King's Town | 235,794 | 253,410 |
| Yuashan Compound | 0 | 9,062 |
| Shi Shang King's Town | 164,196 | 300,458 |
| King's Town Garden | 521,512 | 813,211 |
| Yue He Di | 128,525 | 201,851 |
| Mei Shu Huang Ju | 1,341,896 | 2,146,941 |
| Yiwen Court | 332,401 | 426,331 |
| Xiang King's Town | 4,269 | 0 |
| Other projects | 139 | 139 |
| Total | \$3,067,455 | \$4,579,585 |
| Less: Provision for loss of inventory | (139) | (6,367) |
| Net | \$3,067,316 | \$4,573,218 |
| Item | December 31, 2020 | |||
|---|---|---|---|---|
| 3) | Land under construction and construction in progress |
Land under construction |
Construction in progress |
Total |
| Fuhe Section No. 698-1 | \$353,729 | \$76,007 | \$429,736 | |
| Xindu Section No. 321, 163-1, 164 |
693,265 | 258,844 | 952,109 | |
| Aiqun No. 246, 5 in total (King's Town World of Heart) |
971,419 | 359,819 | 1,331,238 | |
| Total | \$2,018,413 | \$694,670 | \$2,713,083 |
| Item | December 31, 2019 | ||
|---|---|---|---|
| 3) Land under construction and |
Land under | Construction in | |
| construction in progress | construction | progress | Total |
| Xinzhuang No. 92, 95 (Xiang King's Town) |
\$645,050 | \$533,259 | \$1,178,309 |
| Fuhe Section No. 698-1 | 353,729 | 65,855 | 419,584 |
| Xindu Section No. 321, 163-1, | 693,265 | 53,129 | 746,394 |
| 164 | |||
| Aiqun No. 246, 5 in total (King's Town World of Heart) |
971,419 | 95,593 | 1,067,012 |
| Total | \$2,663,463 | \$747,836 | \$3,411,299 |
| Item | December 31, 2020 | December 31, 2019 | |
| 4) Land held for construction |
|||
| Kaohsiung Chenggong Section No. | |||
| 84 | \$14,533 | \$14,533 | |
| Kaohsiung Chenggong Section No. | |||
| 60-1, 62-64 | 540,267 | 540,267 | |
| Kaohsiung Longzhong Section No. | 370,653 | 370,653 | |
| 191 | |||
| Kaohsiung Longzhong Section No. | 1,610,110 | 1,610,110 | |
| 129-3, 129-4 Kaohsiung Longzhong Section No. |
|||
| 128-4, etc., 3 in total | 716,926 | 716,926 | |
| Kaohsiung Chenggong Section No. | |||
| 74, 78 | 28,397 | 28,397 | |
| Kaohsiung Chenggong Section No. | 13,805 | 13,805 | |
| 70 | |||
| Kaohsiung Chenggong Section No.83 |
19,016 | 19,016 | |
| Kaohsiung Qinghai No. 229 | 4,278,594 | 4,278,594 | |
| Kaohsiung Aiqun No. 2738-2 | 30,279 | 30,279 | |
| Kaohsiung Qinghai No. 126 | 685,719 | 685,719 | |
| Kaohsiung Qinghai No. 127 | 662,012 | 662,012 | |
| Kaohsiung Qinghai No. 128 | 379,145 | 379,145 | |
| Kaohsiung Longzhong Section No. | |||
| 128-3 | 52,266 | 52,266 | |
| Kaohsiung Bohsiao Section No. | 655,287 | 655,287 | |
| 1140, 7 in total | |||
| Kaohsiung Lantian Middle Section | 757,742 | 757,742 | |
| No. 30-2 | |||
| Kaohsiung Xingnan Section No. 11 Kaohsiung Longzhong Section No. |
259,585 | 259,585 | |
| 22 | \$1,998,033 | \$1,998,033 | |
| Kaohsiung Xinmin No. 160 | 792,708 | 792,708 | |
| Kaohsiung Xinmin No. 159 | 828,072 | 828,072 | |
| Transferable land and deformed | |||
| land | 955,773 | 955,773 | |
| Total | \$15,648,922 | \$15,648,922 | |
| Item | December 31, 2020 | December 31, 2019 |
| 5) | Prepayment for land | ||
|---|---|---|---|
| Tainan Anan District, Caohu Phase I | \$50,033 | \$0 | |
| Tainan Yuguang Section No. 880, 3 in total | 35,023 | 0 | |
| Kaohsiung Chenggong Section No. 73 | 8,880 | 0 | |
| Kaohsiung Qiaotou Shixing Section No. 924 | 1,400 | 0 | |
| Kaohsiung Qiaotou Shixing Section 925, 3 in total |
10,000 | 0 | |
| Kaohsiung Qiaotou Shixing Section 927, 3 in total |
9,250 | 0 | |
| Kaohsiung Qiaotou Shixing Section 928, 3 in total |
11,495 | 0 | |
| Kaohsiung Qiaotou Shixing Section 967 | 660 | 0 | |
| Kaohsiung Qiaotou Shixing Section 968 | 4,260 | 0 | |
| Kaohsiung Chenggong Section No. 79 | 8,880 | 0 | |
| Kaohsiung Qiaotou Shixing Section 867 | 400 | 0 | |
| Subtotal | \$140,281 | \$0 | |
- 6) The above-listed premises under construction are residential buildings and translucent houses built in Kaohsiung City. The amount of interest capitalized in construction in progress was NT\$42,126 thousand and NT\$133,144 thousand in 2020 and 2019, respectively.
- 7) The land purchased or sold in Kaohsiung City and Tainan City is recorded as prepaid land at the time of signing the contract and paying for each installment and is transferred to the land for future construction after the transfer. The amount of interest capitalized for operating sites and prepaid land was NT\$56 thousand and NT\$6,811 thousand in 2020 and 2019, respectively.
- 8) Please refer to Note VIII to the financial statements for the pledge of premises for sale, premises under construction and construction sites.
- 9) Cost of goods sold related to inventories amounted to NT\$5,511,5989 thousand and NT\$3,227,704 thousand in 2020 and 2019, respectively; neither of which included NT\$12,291 thousand and NT\$9,300 thousand of inventory write-down benefit in 2020 and 2019, respectively.
- f. Other current assets
| Item | December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|---|
| Prepaid expenses | \$431,447 | \$420,442 | ||
| Input tax | 513 | 6,203 | ||
| Tax overpaid retained for offsetting the future tax payable |
25,919 | 133,724 | ||
| Tax refunds | 14 | 0 | ||
| Payments on behalf of others | 8,565 | 11,159 | ||
| Total | \$466,458 | \$571,528 |
Prepaid expenses consist of prepayments for various services, costs related to construction in progress and insurance premiums.
g. Investments accounted for using the equity method
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Name of Investee | Amount | Shareholding | Amount | Shareholding |
| H2O Hotel Co., Ltd. | \$54,570 | 100% | \$40,685 | 100% |
1) The Company invests in subsidiaries using the equity method. The basic information of the subsidiaries is as follows.
| Percentage of all | ||||
|---|---|---|---|---|
| ownership interest and | ||||
| voting rights held by the | ||||
| Company | ||||
| Name of Investee | Main Operation Locations |
Principal Business Operation |
December 31, 2020 |
December 31, 2019 |
| H2O Hotel Co., Ltd. | Taiwan | Hotel catering business | 100% | 100% |
2) Aggregate financial information of the Company's associates is as follows.
Balance Sheet
| H2O Hotel Co., Ltd. | |||||
|---|---|---|---|---|---|
| December 31, 2020 December 31, 2019 |
|||||
| Current assets | \$98,650 | \$94,107 | |||
| Non-current assets | 2,504,894 | 2,561,985 | |||
| Current liabilities | (162,438) | (168,006) | |||
| Non-current liabilities | (2,412,742) | (2,460,507) | |||
| Net assets | \$28,364 | \$27,579 |
Comprehensive Income Statement
| H2O Hotel Co., Ltd. | |||
|---|---|---|---|
| December 31, 2020 | December 31, 2019 | ||
| Net Operating Revenue | \$225,927 | \$258,114 | |
| Gross profit | \$49,273 | \$90,053 | |
| Net Income | (\$69,215) | (\$61,478) | |
| Other comprehensive income/(loss) (after tax) |
\$0 | \$0 | |
| Total comprehensive income | (\$69,215) | (\$61,478) |
- 3) The investment income or loss recognized under the equity method is based on the financial statements of the subsidiaries for the same period audited by a certified public accountant, and the share of investment income or loss is recognized based on the holding period. In December 2020 and December 2019, H2O Hotel Co., Ltd. increased its capital by cash in the amount of NT\$70,000 thousand, all of which was invested by the Company. The investment cost of the investment in H2O Hotel Co., Ltd. was NT\$320,000 thousand and NT\$250,000 thousand as of December 31, 2020 and 2019, respectively. The share of loss recognized for the subsidiary was NT\$69,215 thousand and NT\$61,478 thousand in 2020 and 2019, respectively.
- 4) The Company leases real estate to its subsidiary, H2O Hotel Co., Ltd. which is classified as a right-of-use asset and lease liability under IFRS 16 as of January 1, 2019, while the Company is classified as an operating lease, resulting in a difference in profit or loss recognition, the amount of which affects the Company's share of
benefit recognized using the equity method in 2020 and 2019, respectively The difference affects the Company's share of benefit recognized under the equity method by NT\$13,100 thousand and NT\$13,106 thousand in 2020 and 2019, respectively.
h. Property, plant and equipment
| Office Equipment | Other Equipment | Total | |
|---|---|---|---|
| Cost | |||
| 2020.01.01 | \$5,748 | \$783 | \$6,531 |
| Increase | 0 | 611 | 611 |
| Disposal and obsolescence |
(493) | (163) | (656) |
| 2020.12.31 | \$5,255 | \$1,231 | \$6,486 |
| 2019.01.01 | \$5,748 | \$681 | 6,429 |
| Increase | 0 | 102 | 102 |
| 2019.12.31 | \$5,748 | \$783 | \$6,531 |
| Accumulated depreciation and impairment |
|||
| 2020.01.01 | \$2,861 | \$423 | \$3,284 |
| Depreciation | 1,177 | 205 | 1,382 |
| Disposal and obsolescence |
(493) | (163) | (656) |
| 2020.12.31 | \$3,545 | \$465 | \$4,010 |
| 2019.01.01 | \$1,629 | \$277 | \$1,906 |
| Depreciation | 1,232 | 146 | 1,378 |
| 2019.12.31 | \$2,861 | \$423 | \$3,284 |
| Net carrying amount | |||
| 2020.12.31 | \$1,980 | \$766 | \$2,476 |
| 2019.12.31 | \$2,887 | \$360 | \$3,247 |
| 2019.01.01 | \$4,119 | \$404 | \$4,523 |
The Company didn't pledge any property, plant and equipment as collateral.
- i. Right-of-use assets
- 1) Major lease activities and terms
The Company acquired the land right of the Kaohsiung Municipal Government located at No. 22, Longbei Section, Gushan District for the construction of a tourist hotel for a period of 50 years and agreed that the Company shall not assign, mortgage, lease or lend the land to others for construction use except with the prior consent of the Kaohsiung Municipal Government, and upon the termination of the continuance period, the Company shall have no contractual preferential rights to acquire all the leased land.
2) Below is the carrying amounts of right-of-use assets and their recognized depreciation expenses:
Land
Cost of right-of-use assets
| Balance as of January 1, 2020 | \$65,760 |
|---|---|
| Balance as of December 31, 2020 | \$65,760 |
| Balance as of January 1, 2019 | \$0 |
| Impacts of retrospective application of IFRS 16 | 65,760 |
| Balance as of January 1, 2019 after adjustment | \$65,760 |
| Balance as of December 31, 2019 | \$65,760 |
| Depreciation of right-of-use assets | |
| Balance as of January 1, 2020 | \$1,515 |
| Current depreciation | 1,514 |
| Balance as of December 31, 2020 | \$3,029 |
| Balance as of January 1, 2019 | \$0 |
| Current depreciation | 1,515 |
| Balance as of December 31, 2019 | \$1,515 |
| Carrying amount | |
| Balance as of December 31, 2020 | \$62,731 |
| Balance as of December 31, 2019 | \$64,245 |
3) Please refer to Note VI(XVI) for the description of lease liabilities.
j. Investment properties
| Land | Buildings | Total | |
|---|---|---|---|
| Cost | |||
| 2020.01.01 | \$0 | \$973,094 | \$973,094 |
| Purchase | 0 | 1,223 | 1,223 |
| Reversal with other payables |
0 | (2,684) | (2,684) |
| 2020.12.31 | \$0 | \$971,633 | \$971,633 |
| 2019.01.01 | \$0 | \$971,760 | \$971,760 |
| Purchase | 0 | 1,334 | 1,334 |
| 2019.12.31 | \$0 | \$973,094 | \$973,094 |
| Land | Buildings | Total | |
|---|---|---|---|
| Accumulated | |||
| depreciation | |||
| 2020.01.01 | \$0 | \$162,774 | \$162,774 |
| Current depreciation | 0 | 61,168 | 61,168 |
| 2020.12.31 | \$0 | \$223,942 | \$223,942 |
| 2019.01.01 | \$0 | \$101,931 | \$101,931 |
| Current depreciation | 0 | 60,843 | 60,843 |
| 2019.12.31 | \$0 | \$162,774 | \$162,774 |
| Impairment | |||
| 2020.01.01 | \$0 | \$0 | \$0 |
| 2020.12.31 | \$0 | \$0 | \$0 |
| 2019.01.01 | \$0 | \$0 | \$0 |
| 2019.12.31 | \$0 | \$0 | \$0 |
| Net carrying amount | |||
| 2020.12.31 | \$0 | \$747,691 | \$747,691 |
| 2019.12.31 | \$0 | \$810,320 | \$810,320 |
| 2019.01.01 | \$0 | \$869,829 | \$869,829 |
1) Investment real estate - buildings were acquired from the Kaohsiung City Government for the construction of a tourist hotel at Longbei Section No. 22, and leased to a subsidiary upon completion. The rental income from investment real estate and direct operating expenses were as follows:
| January 1 to | January 1 to | |
|---|---|---|
| December 31, 2020 | December 31, 2019 | |
| Rental income from investment properties | \$46,429 | \$74,286 |
| (recorded as operating income) Direct | 75,826 | 76,571 |
| operating expenses from investment properties | ||
| that generate rental income in the current |
period
- 2) The fair value of investment property buildings as of December 31, 2020 and 2019 was NT\$2,203,554 thousand and NT\$2,225,046 thousand, respectively, which was valued based on the discounted amount of investment property rental income.
- 3) Please refer to Note VIII to the financial statements for the guarantees provided by investment properties.
- 4) Please refer to Note VI(XVI) for information on investment properties and land held by the Company for construction and premises for sale that are leased to others under operating leases.
k. Intangible assets
| Land use rights | Other intangible assets | Total | |
|---|---|---|---|
| Cost | |||
| Balance as of January 1, 2020 |
\$200,020 | \$2,116 | \$202,136 |
| Increase | 0 | 279 | 279 |
| Derecognition maturity | 0 | (766) | (766) |
| Balance as of December 31, 2020 |
\$200,020 | \$1,629 | \$201,649 |
| Balance as of January 1, 2019 |
\$200,020 | \$2,123 | \$202,143 |
| Increase | 0 | 101 | 101 |
| Derecognition maturity | 0 | (108) | (108) |
| Balance as of December 31, 2019 |
\$200,020 | \$2,116 | \$202,136 |
| Accumulated amortization and impairment Balance as of January 1, |
\$30,002 | \$1,420 | \$31,422 |
| 2020 | |||
| Amortization | 4,001 | 316 | 4,317 |
| Derecognition maturity | 0 | (766) | (766) |
| Balance as of December 31, 2020 |
\$34,003 | \$970 | \$34,973 |
| Balance as of January 1, 2019 |
\$26,002 | \$970 | \$26,972 |
| Amortization | 4,000 | 558 | 4,558 |
| Derecognition maturity | 0 | (108) | (108) |
| Balance as of December 31, 2019 |
\$30,002 | \$1,420 | \$31,422 |
| Net carrying amount | |||
| Balance as of December 31, 2020 |
\$166,017 | \$659 | \$166,676 |
| Balance as of December 31, 2019 |
\$170,018 | \$696 | \$170,714 |
| Balance as of January 1, 2019 |
\$174,018 | \$1,153 | \$175,171 |
1) Amortization expense for the Company's intangible assets for 2020 and 2019 is reported in the following items
| Item | 2020 | 2019 | |
|---|---|---|---|
| Other operating costs | \$4,001 | \$4,000 | |
| Operating expenses | 316 | 558 | |
| Total | \$4,317 | \$4,558 |
- 2) In July 2012, the Company entered into a land right deed with the Kaohsiung City Government for the establishment of the land at Lot 22, Sec. 22, Longbei, Kaohsiung City, with a royalty amount of \$200,020 thousand for the period from July 2012 to July 2062 for the operation of a tourist hotel.
- 3) As of the end of each reporting period, none of the intangible assets of the Company has been pledged as collateral.
- l. Short-term borrowings/ Short-term bills payable
| 1) Short-term borrowings | December 31, 2020 | December 31, 2019 |
|---|---|---|
| Secured loans | \$4,488,806 | \$4,954,780 |
| Unused limit - short-term borrowings |
\$2,047,854 | \$1,001,880 |
| Interest rate range | ||
| Secured loans | 1.387%~1.585% | 1.545%~1.8585% |
| Repayment period | 2021.01.01~112.05.25 | 2020.01.02~2020.11.20 |
| 2) Short-term bills payable | \$4,159,000 | \$4,222,000 |
| Less: Discount on short-term bills payable |
(4,678) | (1,821) |
| Net | \$4,154,322 | \$4,220,179 |
| Unused limit - short-term bills payable |
\$2,238,000 | \$1,415,000 |
| Interest rate range | ||
| Short-term bills payable | 1.498%~1.623% | 0.688%~1.959% |
The Company pledged its own assets and related parties' real estate and stocks as collateral for bank loans and commercial paper, please refer to Notes VII and VIII.
m. Provisions - current
| Warranty provision | |
|---|---|
| Balance as of January 1, 2020 | \$31,504 |
| Newly increased liability provision for the period | 4,313 |
| Balance as of December 31, 2020 | \$35,817 |
| Balance as of January 1, 2019 | \$24,964 |
| Newly increased liability provision for the period | 6,540 |
| Balance as of December 31, 2019 | \$31,504 |
Provisions represents post-sale warranty expenses. The provision for warranty is based on historical experience and management's judgment of the present value of estimated future economic outflows, which are expected to be incurred within five years after the completion of the housing units.
n. Collection
| Item | December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|---|
| Land collections | \$9,045 | \$23,021 | ||
| Building collections | 20,960 | 31,531 | ||
| Decoration collections | 26,400 | 9,200 | ||
| Collections - others |
30,504 | 25,620 | ||
| Total | \$86,909 | \$89,372 | ||
| o. | Long-term borrowings | |||
| Nature of borrowings |
Borrowing period, repayment method and interest rate range |
December 31, 2020 |
December 31, 2019 |
|
| Long-term bank borrowings |
||||
| Secured | From March 2020 to December |
2028, | \$1,765,000 | \$0 |
| borrowings | interest is payable monthly, in one lump sum at maturity, at a floating rate of 1.73% as of December 31, 2020 |
|||
| Secured borrowings |
From June 2019 to June 2026, interest is payable monthly, in one lump sum at |
694,000 | 694,000 | |
| maturity with floating interest rates ranging from 1.7% to 1.75% and 1.95% to 2% as of December 31, 2020 and 2019 respectively. |
||||
| Secured | Original from January 3, 2012 to January 3, | 272,000 | 272,000 | |
| borrowings | 2016, then extended to January 3, 2020, then extended to January 3, 2024, interest is payable monthly, in one lump sum at maturity with floating interest rates of 1.54% and 1.9% as of December 31, 2020 and 2019. |
|||
| Secured borrowings |
The borrowing period is 15 years from July 2017 to July 2033 (including a grace period of 2 years). Interest is payable monthly during the grace period and the principal is repayable at the end of the grace period by the interest method with a floating interest rate of 1.54% and 1.85% on December 31, 2020 and 2019, respectively. Borrowings due within one year were thousand and NT\$0 thousand December 31, 2020 and 2019, respectively. |
NT\$45,847 as of |
576,881 | 621,855 |
| Secured borrowings |
From May 2019 to November 2023, interest is payable monthly in a lump sum at maturity with floating interest rates of 1.45% and 1.7% as of December 31, 2020 and 2019, respectively. |
530,000 | 530,000 |
| Nature of borrowings |
Borrowing period, repayment method and interest rate range |
December 31, 2020 |
December 31, 2019 |
|---|---|---|---|
| Secured borrowings |
From March 2020 to March 2025, interest is payable monthly in a lump sum at a floating rate of 1.45% as of December 31, 2020 |
\$1,300,000 | \$0 |
| Secured borrowings |
From October 2019 to October 2022, interest is payable monthly in a lump sum at maturity with floating interest rates of 1.43% and 1.68% as of December 31, 2020 and 2019, respectively. |
550,000 | 550,000 |
| Secured borrowings |
From November 2019 to November 2022, interest is payable monthly in a lump sum at maturity with floating interest rates of 1.43% and 1.68% as of December 31, 2020 and 2019, respectively. |
50,000 | 50,000 |
| Secured borrowings |
From January 2020 to January 2023, interest is payable monthly in a lump sum at a floating rate of 1.43% as of December 31, 2020 |
75,000 | 0 |
| Secured borrowings |
From November 2019 to November 2022, interest is payable monthly in a lump sum at maturity with floating interest rates of 1.43% and 1.68% as of December 31, 2020 and 2019, respectively. |
545,000 | 545,000 |
| Secured borrowings |
From January 2020 to January 2023, interest is payable monthly in a lump sum at a floating rate of 1.43% as of December 31, 2020 |
50,000 | 0 |
| Secured borrowings |
Interest is payable monthly from July 2019 to July 2021, with at least NT\$50,000 thousand of principal repayable on the date one year from the date of initial drawdown and the remainder due in one lump sum, at floating interest rates of 1.55% and 1.7% as of December 31, 2020 and 2019, respectively. Borrowings due within one year were transferred to NT\$89,986 thousand as of December 31, 2020. |
89,986 | 255,700 |
| Secured borrowings |
From June 2020 to June 2023, interest is payable monthly, in one lump sum at maturity, at a floating rate of 1.606649% as of December 31, 2020 |
\$500,000 | \$0 |
| Secured borrowings |
The borrowing was originally recorded as a short-term borrowing from January 2012 to August 2017 and was extended to May 2019 in 2014, and was subsequently extended to June 2021 due to business needs. Therefore, it is transferred to long-term loans. Interest is payable monthly, in one lump sum at maturity at a floating rate, which was fully |
0 | 2,133,070 |
| Nature of | Borrowing period, repayment method and | December 31, | December 31, |
|---|---|---|---|
| borrowings | interest rate range | 2020 | 2019 |
| repaid in June 2020, with an interest rate of 2.10% to 2.15% as of December 31, 2019. |
|||
| Secured | The borrowing was originally granted from | 0 | 2,530,000 |
| borrowings | June 2013 to October 2016 and was extended | ||
| in June 2016 to June 2020. Interest is payable | |||
| monthly, in one lump sum at maturity at a floating rate, which was fully repaid in |
|||
| March 2020, with an interest rate of |
|||
| 2.215179% as of December 31, 2019. | |||
| Secured | From September 2017 to September 2020, | 0 | 480,000 |
| borrowings | interest is payable monthly, in one lump sum at maturity at a floating rate, which was fully |
||
| repaid in May 2020, with interest rates of | |||
| 1.85% to 1.9% as of December 31, 2019. | |||
| Secured | From March 2019 to June 2021, interest is | 0 | 599,430 |
| borrowings | payable monthly, in one lump sum at |
||
| maturity at a floating rate, which was fully repaid in April 2020 with an interest rate of |
|||
| 2% as of December 31, 2019. | |||
| Secured borrowings |
The borrowing was originally from October 2014 to October 2019, and was extended in |
\$0 | \$1,115,000 |
| February 2016 to October 2021, with an | |||
| additional loan of NT\$172,000 thousand | |||
| within the line of credit on March 21, 2017; | |||
| interest is paid monthly, with the principal repaid at least 70% of the sale price of the |
|||
| premises and the remaining principal repaid | |||
| in one lump sum at maturity, at a floating | |||
| interest rate, and was fully repaid in March 2020, with an interest rate of 2.0201% at |
|||
| December 31, 2019. | |||
| Credit loans | From October 2018 to October 2020, interest | 0 | 350,000 |
| is paid monthly and the principal is repaid in | |||
| equal quarterly installments at a variable rate, which was fully repaid in September |
|||
| 2020, with an interest rate of 1.6% as of | |||
| December 31, 2019. | |||
| Total | \$6,997,867 | \$10,726,055 | |
| Less: Net long-term borrowings due within one year or | (135,833) | (3,632,000) | |
| Net | one operating cycle Use this segment | \$6,862,034 | \$7,094,055 |
| Unused limit | \$1,560,000 | \$3,864,945 | |
Long-term bank borrowings were secured by the Company's own assets and real estate and stocks provided by related parties; please refer to Notes VII and VIII for details.
p. Lease agreements
1) The Company's lease liabilities are as follows
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Current | 1,062 | 1,044 |
| Non-current | 62,628 | 63,690 |
Please refer to Note XII for maturity analysis.
The Company has no material issuance, repurchase or repayment of lease liabilities due to the addition or release of leases in 2020 and from January 1 to December 31, 2020 and 2019.
2) The amount of leases recognized in profit or loss was as follows
| 2020 | 2019 | |
|---|---|---|
| Interest expense – lease obligations payable |
\$1,110 | \$1,128 |
| Short-term lease expenses | \$7,491 | \$8,024 |
| Expense on leases with low value underlying assets |
\$215 | \$230 |
| The amounts recognized in the statements of cash flows are: | ||
| 2020 | 2019 | |
| Total cash flows on lease | \$9,779 | \$10,932 |
The Company selects to apply recognition exemptions to leases of vehicles and lowvalue business machines that qualify as short-term leases, and does not recognize the related right-of-use assets and lease liabilities for the said leases.
- 3) Lessor lease (recorded as operating income)
- a) The Company leases investment properties, premises for sale and construction sites, which are classified as operating leases because almost all the risks and remuneration attached to the ownership of the underlying assets have not been transferred.
- b) The Company recognized rental income based on operating lease contracts (recorded as operating income) of NT\$23,689 thousand and NT\$14,722 thousand for the years from January 1, to December 31, 2020 and 2019.
- c) The maturity analysis of lease payments under operating leases of the Company to report the total undiscounted lease payments to be received in the future is presented as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Within one year | \$71,305 | \$85,682 |
| 1 to 5 years | 34,437 | 101,740 |
| Over 5 years | 14,398 | 16,167 |
| Non-discounted future cash flows of lease |
\$120,140 | \$203,589 |
- d) The Company has two signed leases that are not included in the above table. The lease for the period from October 1, 2019 to February 28, 2035 is currently in litigation with the lessee as described in Note IX, and the other lease for the period from January 1, 2020 to January 31, 2030 has not been determined by agreement and the official commencement date, therefore, neither lease has been collected since it was signed and therefore is not included in the above table.
- q. Deposits received
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Construction contract performance deposits | \$0 | \$133,958 |
| Lease deposits | 2,878 | 2,878 |
| Total | \$2,878 | \$136,836 |
- r. Share capital
- 1) As of December 31, 2020 and December 31, 2019, the Company's total authorized share capital was NT\$4,500,000 thousand, with a par value of NT\$10 per share, and its paid-in capital were NT\$3,711,931 thousand and NT\$3,848,464 thousand, respectively, with 371,193 thousand and 384,846 thousand common shares issued, respectively, and payments for all issued shares have been received. Quantities of the Company's outstanding ordinary shares at the beginning and end of the periods were deemed reconciled as follows: (Unit: thousand shares)
| 2020 | 2019 | |
|---|---|---|
| January 1 | 384,846 | 384,655 |
| Cancellation of repurchase treasury shares |
(14,189) | 0 |
| Capital increase by employee bonus | 536 | 191 |
| December 31 | 371,193 | 384,846 |
2) On May 13, 2020, the Company resolved by the Board of Directors to issue 535,736 new shares by transferring employees' remuneration of \$18,215 thousand, and the number of shares issued was calculated based on the closing price on the day before the board of directors' resolution. This capital increase was reported to the Financial Supervisory Commission on September 14, 2020, and the board of directors resolved on September 24, 2020, that the base date for the capital increase is September 25, 2020.
- 3) On March 13, 2020, the Company resolved by the Board of Directors to repurchase 10,000 thousand shares of the Company's ordinary shares. The repurchased shares will be canceled, and on June 19, 2020, the Board of Directors resolved to set June 29, 2020 as the base date for the capital reduction, and the change of registration was completed on July 23, 2020.
- 4) On June 19, 2020, the Company's board of directors resolved to repurchase 5,000 thousand shares of the Company's common stock. The repurchased shares will be canceled and the actual number of repurchased shares is 4,189 thousand, and on September 24, 2020, the board of directors resolved to set September 25, 2020 as the base date for the capital reduction, and the change was registered on October 21, 2020.
- 5) On June 27, 2019, the Company resolved at the shareholders' meeting to issue 191,450 new shares by transferring \$5,456 thousand of employees' remuneration, and the number of shares issued was calculated based on the closing price on the day before the resolution of the board of directors. This capital increase has been approved by the Financial Supervisory Commission on July 11, 2019, and the board of directors resolved the base date of capital increase to be August 1, 2019, and the change of registration was completed on August 30, 2019.
- 6) Treasury shares
- a) The reason for share re-acquisition and movements in the number of treasury stock are as follows:
| Reason for | December 31, 2020 | |||
|---|---|---|---|---|
| Year of repurchase |
Name of the Company holding the shares | share re acquisition |
Thousand shares |
Carrying amount |
| 4th time | The Company | Maintain the Company's credit and shareholders' rights and interests, and handle the cancellation of shares |
10,000 | \$310,543 |
| 5th time | The Company | Maintain the Company's credit and shareholders' rights and interests, and handle the cancellation of shares |
4,189 | 152,919 |
|---|---|---|---|---|
| Total | Cancel | (14,189) \$0 |
(463,462) \$0 |
There was no such situation on December 31, 2019.
- b) According to the Securities and Exchange Act, the number of shares outstanding repurchased by the Company shall not exceed 10% of the number of issued shares, and the total amount repurchased shall not exceed the sum of the Company's retained earnings, share premium, and realized capital surplus.
- c) Treasury shares held by the Company may be neither pledged nor assigned rights in accordance with the Securities and Exchange Act
- d) On June 19, 2020, the Company's Board of Directors resolved to repurchase 5,000 thousand shares of treasury shares in accordance with Article 28-2 of the Securities and Exchange Act to protect the Company's credit and shareholders' rights. 4,189 thousand shares were actually repurchased from June 22 to August 21, 2009, at an average purchase price of NT\$36.52 per share. On September 24, 2020, the Board of Directors resolved to cancel 4,189 thousand shares of treasury shares repurchased at a cost of NT\$152,919 thousand, using September 25, 2020 as the base date for capital reduction. Based on March 31, 2020, the maximum number of shares that the Company may repurchase is 37,484.6 thousand shares and the maximum amount of shares to be purchased is NT\$9,987,685 thousand.
- e) On March 13, 2020, the Company's Board of Directors resolved to repurchase 10,000 thousand shares of treasury stock in accordance with Article 28-2 of the Securities and Exchange Act to protect the Company's credit and shareholders' rights, and the repurchase was executed in full from March 16 to May 15, 2020, at an average purchase price of NT\$31.05 per share. On June 19, 2020, the board of directors resolved to cancel 10,000 thousand shares of treasury shares repurchased at a cost of NT\$310,543 thousand, using June 29, 2020 as the base date for capital reduction. Based on the calculation as of September 30, 2019, the maximum number of shares of the Company that the Company may repurchase is 38,484.6 thousand shares and the maximum amount of shares to be purchased is NT\$9,102,770 thousand.
- f) On June 19, 2020 and September 24, 2020, the Company's board of directors resolved to cancel 10,000 thousand and 4,189 thousand shares of treasury shares repurchased, reducing capital by NT\$100,000 thousand and NTNT\$41,890 thousand, respectively, with the base dates of June 29, 2020 and September 25, 2020, respectively, and after the cancellation of 10,000 thousand and 4,189 thousand shares issued, the number of common shares outstanding was 371,193 thousand. The difference between the carrying amount and the par value of treasury shares is adjusted to the capital surplus in proportion to the cancellation, and any deficit is then transferred to retained earnings.
s. Capital surplus
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Shares premium | \$40,015 | \$36,474 |
| Capital premium from previous year's employee bonuses |
12,858 | 3,541 |
| Cancellation of treasury shares transactions |
(52,873) | 0 |
| Net | \$0 | \$40,015 |
According to the Company Act, additional paid-in capital including the income derived from issuing shares at a premium and from endowments, in addition to being used to covering deficit, where there is no accumulated deficit in a company, shall be distributed by issuing new shares to shareholders in proportion to the number of shares being held or by cash. In addition, according to relevant provisions of the Securities Exchange Act, when allocating capital from the aforementioned additional paid-in capital, the combined capitalized amount each year shall not exceed 10 percent of the paid-up capital. A company shall not use the additional paid-in capital to make good its capital loss, unless the surplus reserve is insufficient to make good such loss.
t. Retained earnings
Based on the Articles of Incorporation, the annual earnings of the Company shall be first appropriated to pay taxes and offset accumulated losses before allocating 10% of the remaining earning to the legal reserve (not applicable where accumulated legal reserve has reached the amount required by law and regulations) and a special reserve in accordance to CMP's operating needs and pursuant to the applicable law and regulations. Any retained earnings available for distribution together with accumulated undistributed retained earnings may be proposed by the Board of Directors to appropriate and be resolved at the Annual General Meeting. The percentage of cash dividends shall not be less than 10% of the total amount distributed. The percentage shall be determined by the board of directors after considering the financial condition of the Company, except that no cash dividends may be paid when the debt ratio in the annual financial statements exceeds 50%. The ratio of stock dividends and cash dividends mentioned in the preceding paragraph shall be adjusted according to the relevant laws and regulations and regulations. The adjustment shall be proposed by the Board of Directors and submitted to the shareholders' meeting for resolution. Please refer to Note VI(XXV) for the employee compensation distribution policy set forth in the Articles of Incorporation.
1) Legal reserve
According to the Company Act, after-tax surplus profits shall first set aside 10% of said profits as legal reserve, unless legal reserve equals to the paid-in capital. Legal reserve may be used to offset deficit. The legal reserve shall be exclusively used to cover accumulated deficit, to issue new stocks or distribute cash to shareholders in proportion to their share ownership. The use of legal reserve for the issuance of stocks or cash dividends to shareholders in proportion to their share ownership is permitted provided that the balance of such reserve exceeds 25% of the Corporation's paid-in capital.
2) Special reserve
When the Company distributes its earnings, it should set aside from the earnings of the current period and the accumulated unappropriated earnings a special reserve which is equivalent to the amount of the net reductions of other equity in the current period. If the distributed earnings was appropriated from the accumulated unappropriated earnings of prior periods, a special reserve which is equivalent to the amount of the distribution should be appropriated. If subsequently there is a reversal of the reductions in other equity interest, earnings can be distributed from the reversal.
3) Dividend Distribution
The shareholders' meetings approved the distribution of earnings for years ended December 31, 2019 and 2018 on June 24, 2020 and June 27, 2019 as follows:
4) The proposal of distribution of earnings for 2020 was approved by the Company's board of directors on March 24, 2021, but has not yet been resolved by the shareholders' meeting; the proposal is as follows:
| 2020 | ||
|---|---|---|
| Amount | Dividends per share (NT\$) |
|
| Legal reserve | \$168,468 | |
| Cash dividend | \$0 | \$0 |
For related information, please visit the Market Observation Post System or other channels.
u. Operating revenue
| 2020 | 2019 | |
|---|---|---|
| Land revenue | \$4,208,689 | \$2,976,146 |
| Building revenue | 4,213,677 | 2,743,046 |
| Lease revenue | 67,596 | 85,621 |
| Return and discount of premises revenue |
(1,762) | 0 |
| Total | \$8,488,200 | \$5,804,813 |
1) Revenue breakdown
| 2020 | 2019 | |
|---|---|---|
| Major regional markets | ||
| Taiwan | \$8,488,200 | \$5,804,813 |
| 2020 | 2019 | |
| Major products/ service | ||
| Premises revenue | \$8,420,604 | \$5,719,192 |
| Lease revenue | 67,596 | 85,621 |
| Total | \$8,488,200 | \$5,804,813 |
| 2020 | 2019 | |
| Timing of revenue recognition: | ||
| At a fixed point in time | \$8,420,604 | \$5,719,192 |
| Performance obligations fulfilled over time |
67,596 | 85,621 |
| Total | \$8,488,200 | \$5,804,813 |
| 2) Contract liabilities - current |
||
| 2020 | 2019 | |
| Sale of premises | \$494,825 | \$475,690 |
|---|---|---|
| Rental premises | 878 | 40 |
| Total | \$495,703 | \$475,730 |
Changes in contract liabilities are mainly due to timing difference between performance obligations and customer payment.
The Company's contracts for the sale of pre-sale premises and advances from gift cards contain provisions for pre-receipt of payments from customers, and the time interval between the pre-receipt and the transfer of merchandise control is longer than one year. According to IFRS 15, contract liabilities related to sales of pre-sale of premises and advances from gift cards contracts were recognized.
The amount from the opening contract liabilities recognized in operating income was NT\$374,657 thousand and NT\$46,849 thousand from January 1 to December 31, 2020 and 2019, respectively.
v. Interest income
| 2020 | 2019 | |
|---|---|---|
| Interest on bank deposits | \$145 | \$190 |
| Other interest income | 62 | 87 |
| Total interest income | \$207 | \$277 |
| w. Other income |
||
| 2020 | 2019 | |
| Dividend income | \$710 | \$815 |
| Other income - others |
5,382 | 12,910 |
| Total | \$6,092 | \$13,725 |
| x. Other gains and losses |
||
| 2020 | 2019 | |
| Gain (loss) on disposal of | ||
| financial assets at fair value | (\$10,365) | \$291 |
| through profit or los | ||
| Gain (loss) on valuation of | ||
| financial assets at fair value | ||
| through profit or loss | ||
| (7,599) | 39,935 | |
| Others | (494) | (147) |
| Total | (\$18,458) | \$40,079 |
| y. Finance costs |
||
| 2020 | 2019 | |
| Interest expenses | \$286,357 | \$341,834 |
| Bank borrowings | ||
| Less: Capitalization of interest | (42,182) | (139,955) |
| Finance costs | \$244,175 | \$201,879 |
z. Post-retirement benefit plans
1) Defined contribution plans
The Company's retirement plan under the Labor Pension Act is a defined contribution retirement plan. The Company contributes 6% of employees' monthly salaries to the individual accounts of the Bureau of Labor Insurance. Under the plan, the Company has no legal or constructive obligation to make additional financial contributions after making fixed contributions to the Bureau of Labor Insurance. The Company recognized an expense of NT\$1,141 thousand and NT\$1,154 thousand in the parent company only statements of comprehensive income in 2020 and 2019, respectively.
| 2020 | 2019 | |
|---|---|---|
| Selling and marketing expenses - Retirement benefits expenses |
\$170 | \$126 |
| General and administrative expenses | ||
|---|---|---|
| - Retirement benefits expenses |
\$971 | \$1,028 |
2) Defined benefit plans
In compliance with the requirements set forth in the Labor Standards Act, the Company has stipulated a defined benefit pension plan, which is applicable to the years of service rendered by regular employees prior to, and after (if employees elect to continue to apply the Labor Standards Act), the implementation of the Labor Pension Act on July 1, 2005. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company sets aside 2% of the employee's total salary each month as pension funds and deposit it to the designated account under the name of the Labor Pension Funds Supervisory Committee at the Bank of Taiwan. Before the end of each year, the Company shall assess the balance in the designated account. If the total available amount of the appropriation is less than the amount required for the payment of pensions to all the employees who are eligible to retire in the following year, calculated according to the above method, the Company will make up the deficiency in one single appropriation before the end of March in the following year.
a) The amount of retirement benefits expenses recognized in the parent company only statement of income for the defined benefit plans were as followed:
| 2020 | 2019 | |
|---|---|---|
| Service costs for the current period | \$534 | \$516 |
| Net interest on defined benefit liabilities (assets) | 245 | 283 |
| Recognized in profit or loss | \$779 | \$799 |
| Remeasurements | ||
| Compensation on plan assets (excluding net interest on net defined benefit liabilities (assets)) |
(\$814) | (\$732) |
| Actuarial losses (gains) - experience adjustments |
18 | 1,271 |
| Actuarial losses (gains) - changes in financial assumptions |
1,066 | 373 |
| Recognized in other comprehensive income | \$270 | \$912 |
b) Recognized in other comprehensive income
| 2020 | 2019 | |
|---|---|---|
| Selling and marketing expenses | \$65 | \$63 |
| General and administrative expenses | 714 | 736 |
| Total | \$779 | \$799 |
c) The amounts recognized in the parent company only balance sheet for obligations from defined benefit plans were as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Present value of defined benefit obligation | \$45,532 | \$49,528 |
| Fair value of plan assets | (24,140) | (24,896) |
| Net defined benefit liabilities | \$21,392 | \$24,632 |
d) The changes in the present value of the defined benefit obligation were as follows:
| 2020 | 2019 | |
|---|---|---|
| Beginning balance | \$49,528 | \$46,894 |
| Service costs for the current period | 534 | 516 |
| Interest expenses | 416 | 474 |
| Remeasurements | ||
| Payment | ||
| Actuarial losses (gains) - experience adjustments |
18 | 1,271 |
| Actuarial losses (gains) - changes in financial assumptions |
1,066 | 373 |
| Benefits paid on plan assets | (6,030) | 0 |
| Ending balance | \$45,532 | \$49,528 |
e) Change in fair value of plan assets were as follows:
| 2020 | 2019 | |
|---|---|---|
| Fair value of plan assets at the beginning of the period |
\$24,896 | \$21,567 |
| Expected return on plan assets | 171 | 191 |
| Remeasurements of plan assets (excluding net | ||
| interest included in net defined benefit liabilities | 814 | 732 |
| (assets)) | ||
| Contribution by the employer | 3,351 | 2,406 |
| Actual payment of employee benefits | (5,092) | 0 |
| Fair value of plan assets at the end of the period | \$24,140 | \$24,896 |
f) The fund asset of the Company's defined benefit pension plan (hereinafter referred to as the "Fund") is entrusted to the Bank of Taiwan, which manages, or entrusts others to manage, the Fund in accordance with entrusted items enumerated in Article 6 of the "Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund" (i.e. deposit in domestic or foreign institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, and investment in domestic or foreign real estate and its securitization products) to the extent of limitations on investment percentage and amount as stipulated in the Fund's annual utilization plan. The status of utilization of the Fund is subject to supervision by the Labor Pension Fund Supervisory Committee. With regard to utilization of the Fund, the minimum earnings in the annual distributions on the final financial statement shall not be less than the earnings attainable from the amounts accrued from twoyear time deposits with the interest rates offered by local banks. In case any deficiency in the earnings arises, Treasury Funds can be used to cover the deficits after the approval of the competent authority. As the Company is not entitled to participate in the operation and management of the fund, it is not possible to disclose the classification of the fair value of the plan assets in accordance with paragraph 142 of IAS 19. For the composition of the fair value of the fund in total as of the years ended December 31, 2020, and 2019, please refer to the various labor pension utilization reports issued by the government.
The Company's contributions to the pension funds were deposited with Bank of Taiwan, were as follows:
| December 31, 2020 | December 31, 2019 |
|---|---|
| \$24,140 | \$24,896 |
g) The present value of the Company's defined benefit obligations is calculated by certified actuaries. The major assumptions on the assessment date were as follows:
| December 31, 2020 | December 31, 2019 | |
|---|---|---|
| Discount rate | 0.625% | 1.000% |
| Growth rate of future salary | 2.000% | 2.000% |
If changes occur in major actuarial assumptions with other assumptions unchanged, the present value of defined benefit obligations will increase (decrease) as follows:
| December 31, 2020 | December 31, 2019 | ||
|---|---|---|---|
| Discount rate | |||
| Increase by 0.25% | (\$716) | (\$743) | |
| Decrease by 0.25% | \$734 | \$772 | |
| Expected salary increase rate | |||
| Increase by 0.25% | \$702 | \$746 | |
| Decrease by 0.25% | (\$692) | (\$719) |
With other assumptions unchanged, above sensitivity analysis analyzes effects of changes in single assumption. In practice, many changes in assumptions may be linked together. The sensitivity analysis is consistent with the methodology used to calculate the net pension liability on the balance sheet.
The Company is expected to make a contribution payment of NT\$283 thousand to the defined benefit plans for the one year period after the reporting date of 2020.
The weighted average period of the defined benefit plan is 10.11 years.
The maturity analysis of the pension payments is as follows:
| Under 1 year | \$10,364 |
|---|---|
| 1 to 2 years | 914 |
| 2 to 5 years | 8,732 |
| Over 5 Years | 17,427 |
| 37,437 |
aa. Employee bonus and remuneration to directors
The Company's Articles of Incorporation stipulates that, after annual earnings first offset against any deficit, a minimum of 1% shall be allocated as employee compensation and a maximum of 2% as directors' remuneration. When there are accumulated losses (including adjustments to unappropriated earnings), the Company shall offset the appropriate amounts before remuneration. The distribution can be made in the form of cash or stocks for employees. The Board of Directors shall resolve to distribute in the form of shares or cash to employees who meet specific criteria, and the distribution of employee compensation and remuneration to directors and supervisors shall be reported to the shareholders' meeting.
The amounts provided for employee compensation were NT\$19,524 thousand and NT\$18,215 thousand for 2020 and 2019, and the amounts provided for directors' compensation were both NT\$0 thousand, which were estimated by multiplying the Company's net income before income taxes for the period before employee and directors' compensation by one percent of employee compensation as specified in the Company's Articles of Incorporation, and remuneration to directors was NT\$0 thousand and was reported as operating expenses for the period.
On March 24, 2021, the Board of Directors resolved to distribute NT\$19,524 thousand for employee compensation and \$0 for director's remuneration for 2020, and on March 25, 2010, the Board of Directors resolved to distribute NT\$18,215 thousand for employee compensation and NT\$0 for director compensation for 2019. There was no difference from the amounts recognized as expenses in 2020 and 2019.
The aforementioned amounts are distributed in shares and the number of shares is calculated based on the closing price on the day before the Board of Directors' resolution.
For information on the Company's remunerations for employees and directors as resolved by the Board of Directors, please visit the "Market Observation Post System".
bb. Income tax
1) Income tax expense
Major components of income tax expenses were as follows:
| 2020 | 2019 | |
|---|---|---|
| Current income tax expenses | ||
| Incurred this year | ||
| Income Tax | \$107,967 | \$51,592 |
| Land value increment tax | 108,590 | 58,460 |
| Unappropriated earnings | 74,509 | 22,397 |
| Tax refunds from previous years | (2,556) | 0 |
| Deferred tax | ||
| Occurrence and reversal of temporary | ||
| differences | (40,484) | 14,235 |
| Income tax expense | \$248,026 | \$146,684 |
2) Reconciliation of income tax expense to accounting profit.
| 2020 | 2019 | |
|---|---|---|
| Accounting profit | \$1,932,918 | \$1,803,254 |
| Tax at the applicable tax rate | \$386,584 | \$360,651 |
| Effect of income tax adjustment items | ||
| Items to be increased (decreased) when determining taxable income |
(698) | 647 |
| Valuation loss (gain) on financial assets |
1,520 | (7,987) |
| Tax-exempt proceeds from land | (276,296) | (279,799) |
| Tax-exempt income from marketable securities |
2,073 | 369 |
| Land value increment tax | (21,718) | (11,692) |
| Deferred selling and marketing expenses |
5,455 | 38 |
| Losses recognized under the equity method |
11,223 | 9,674 |
| Warranty provision | 863 | 1,308 |
| Losses deferred in future years and (offset) |
(1,039) | (21,617) |
| Occurrence and reversal of temporary differences |
(40,484) | 14,235 |
| 10% levy on unappropriated earnings | 74,509 | 22,397 |
| Other income taxes (land value increment tax) |
108,590 | 58,460 |
| Tax refunds from previous years | (2,556) | 0 |
| Income tax expense | \$248,026 | \$146,684 |
| 3) Income tax recognized in other comprehensive income |
||
| 2020 | 2019 | |
| Deferred income tax gains (expense) | ||
| Related to defined benefit plan remeasurement | (\$54) | (\$182) |
4) The breakdown of deferred income tax assets and liabilities was as follows:
| Balance on | Recognized in | Recogniz | Balance on |
|---|---|---|---|
| January 1 | profit or loss | ed in | December 31 |
| other comprehe nsive income |
||||
|---|---|---|---|---|
| a) January 1 to December 31, |
||||
| 2020 | ||||
| i. Deferred tax assets Prepayments |
\$47 | \$5,456 | \$0 | \$5,503 |
| Warranty provision payable |
6,301 | 863 | 0 | 7,164 |
| Net defined benefit liabilities - non-current |
4,926 | (702) | 54 | 4,278 |
| Total deferred tax assets | \$11,274 | \$5,617 | \$54 | \$16,945 |
| ii. Deferred tax liabilities Inventories |
\$73,275 | (\$34,867) | \$0 | \$38,408 |
| b) January 1 to December 31, |
||||
| 2019 i. Deferred tax assets |
||||
| Prepayments | \$85 | (\$38) | \$0 | \$47 |
| Allowance for doubtful accounts |
2 | (2) | 0 | 0 |
| Loss carryforwards | 21,617 | (21,617) | 0 | 0 |
| Warranty provision payable |
4,993 | 1,308 | 0 | 6,301 |
| Net defined benefit liabilities - non-current |
5,065 | (321) | 182 | 4,926 |
| Total deferred tax assets | \$31,762 | (\$20,670) | \$182 | \$11,274 |
| ii. Deferred tax liabilities | ||||
| Inventories | \$79,710 | (\$6,435) | \$0 | \$73,275 |
5) The Company's business income tax settlement and declaration up until 2018 have been approved..
6) As of December 31, 2020, the Company's undeducted loss carryforwards and final deductible year are shown below.
| Year of | Loss | Deducted amount in the | Current deducted | Final year tax credits |
|---|---|---|---|---|
| occurrence | amount | previous year | amount | are due |
| 2016 | \$11,003 | (\$11,003) | \$0 | 2026 |
| 2017 | 51,872 | (51,872) | 0 | 2027 |
| 2018 | 50,410 | (45,213) | 5,197 | 2028 |
| Total | \$113,285 | (\$108,088) | \$5,197 |
cc. Summary of employment, depreciation, operating costs, depletion and amortization expenses incurred during the period by function
| By function | 2020 | 2019 | ||||
|---|---|---|---|---|---|---|
| By nature | Operation Costs |
Operation Expenses |
Total | Operation Costs |
Operation Expenses |
Total |
| Employee benefit | ||||||
| expenses | ||||||
| Salary expenses | 0 | 56,281 | 56,281 | 0 | 56,239 | 56,239 |
| Labor and health | ||||||
| insurance | 0 | 3,498 | 3,498 | 0 | 3,245 | 3,245 |
| expenses | ||||||
| Retirement | 0 | 1,920 | 1,920 | 0 | 1,953 | 1,953 |
| benefits expenses | ||||||
| Remuneration to | 0 | 1,760 | 1,760 | 0 | 1,680 | 1,680 |
| Directors | ||||||
| Other employee | 0 | 9,764 | 9,764 | 0 | 7,048 | 7,048 |
| benefits | ||||||
| Depreciation | 62,682 | 1,382 | 64,064 | 62,358 | 1,378 | 63,736 |
| expenses | ||||||
| Depletion expenses | 0 | 0 | 0 | 0 | 0 | 0 |
| Amortization | 4,001 | 316 | 4,317 | 4,000 | 558 | 4,558 |
| expenses |
1) Additional information on the number of employees and employee benefit expenses for 2020 and 2019 is as follows:
| 2020 | 2019 | |
|---|---|---|
| Number of employees | 39 | 42 |
| Number of directors who do not serve as employees |
4 | 5 |
| Average employee benefit expenses | \$2,042 | \$1,851 |
| Average employee salary expenses | \$1,608 | \$1,520 |
| Average adjustment of employee salary expenses |
5.79% |
- 2) The Company has established the Audit Committee to replace the supervisors in accordance with the regulations, therefore, no supervisors' remuneration has been recognized.
- 3) Compensation policy of the Company: Directors and managers are remunerated according to their business performance, risk-taking and contribution level, with reference to the usual industry standard; the salaries of the Company's employees are based on their academic background, professional knowledge and skills, professional experience, and personal performance, and are flexibly varied according to operational conditions to motivate and retain outstanding employees; the annual salary adjustment is based on the employee's value and accumulation, and the salary adjustment items and amounts are prepared respectively.
dd. Earnings per share
| 2020 | 2019 | ||
|---|---|---|---|
| Basic earnings per share (Unit: NT\$) | \$4.48 | \$4.31 | |
| Diluted earnings per share (Unit: NT\$) | \$4.48 | \$4.30 | |
| The calculation of earnings per share and the weighted-average number of common shares outstanding were as follows: |
|||
| 2020 | 2019 | ||
| Profit attributable to the holders of ordinary shares of the Company |
\$1,684,892 | \$1,656,570 | |
| 2020 | 2019 | ||
| Weighted average number of ordinary shares | |||
| outstanding used for calculation of basic | |||
| earnings per share (in thousands) | |||
| 375,895 | 384,734 | ||
| Effect of potentially dilutive ordinary shares: | |||
| Employee Remuneration | 496 | 587 | |
| Weighted average number of ordinary shares | |||
| outstanding used for calculation of diluted | |||
| earnings per share (in thousands) | |||
| 376,391 | 385,321 |
If the Company chooses to offer employee compensation or share profits in the form of cash or stock, while calculating diluted earnings per share, and assuming that the compensation is paid in the form of stock, the dilutive potential common shares will be included in the weighted average number of outstanding shares to calculate diluted earnings per share. Weighted average number of ordinary shares outstanding used for calculation of diluted earnings per share (thousand shares) The dilutive effect of such potential common shares shall continue to be considered when calculating diluted earnings per share before the number of shares to be distributed as employee compensation is approved in the following year.
For the calculation of basic earnings per share, the number of shares is included in the weighted-average number of common shares outstanding for the year resolved at the stockholders' meeting when the number of shares issued as compensation to employees for the previous year is determined. Moreover, since the employee compensation transfer is no longer a gratuitous stock allotment, no retroactive adjustment is made in the calculation of basic and diluted earnings per share.
ee. Additional information regarding cash flows
Investment activities with only partial cash payment:
| 2020 | 2019 | |
|---|---|---|
| Increase in investment properties | \$1,223 | \$1,334 |
| Net decrease in payables for construction | 45 | 7,197 |
| Cash paid during the year | \$1,268 | \$8,531 |
ff. Changes in liabilities from financing activities
Reconciliation of liabilities from financing activities was as follows:
| 2020.1.1 | Cash Flows | 2020.12.31 | |
|---|---|---|---|
| Short-term borrowings | \$4,954,780 | (\$465,974) | \$4,488,806 |
| Face value of short-term bills payable |
4,222,000 | (63,000) | 4,159,000 |
| Long-term borrowings | 10,726,055 | (3,728,188) | 6,997,867 |
| Deposits received | 136,836 | (133,958) | 2,878 |
| Liabilities from the financing activities |
\$20,039,671 | (\$4,391,120) | \$15,648,551 |
| 2019.1.1 | Cash Flows | 2019.12.31 | |
| Short-term borrowings | \$8,965,208 | (\$4,010,428) | \$4,954,780 |
| Face value of short-term bills payable |
4,402,000 | (180,000) | 4,222,000 |
| Long-term borrowings | 6,348,603 | 4,377,452 | 10,726,055 |
| Deposits received | 134,854 | 1,982 | 136,836 |
| Liabilities from the financing activities |
\$19,850,665 | \$189,006 | \$20,039,671 |
7. Related Party Transactions
a. Names of related parties and their relationship
| Name | Relationship with the Company |
|---|---|
| Chieh Chih Construction Co., | Relative within the second degree of kinship of the Chairman of the |
| Ltd. | Company is the Chairman of such company. |
| Baihong Construction Co., Ltd. |
The Company's Chairman is the supervisor of such company |
| Meiyun S. Tsai | Spouse of the chairman of the Company |
| H2O Hotel Co., Ltd. | Subsidiary of the Company |
| Yangmin International Catering Co., Ltd. |
Associate of the Company |
| Chen, Mei-Hui | Relative within the second degree of kinship of the Chairman of the Company |
| Wang, Hsien-Tsung | Relative within the second degree of kinship of the Chairman of the Company |
| Chen, Chin-Hsing | Vice President of Land Development Department |
- b. Significant transactions with related parties:
- 1) Sales
| 2020 | 2019 | ||||
|---|---|---|---|---|---|
| Name | Amount | Percentage of sales of the Company |
Amount | Percentage of sales of the Company |
|
| Sale of premises Other related parties |
\$14,306 | 0.17% | \$13,969 | 0.24% | |
| The sales of premises to related parties were made at normal market prices. The sales of premises to other related parties in 2020 and 2019 amounted to NT\$14,306 thousand and NT\$13,969 thousand, respectively, which were paid upon the transfer of the properties, and the remaining catering revenues were collected within 30 to 90 days. |
|||||
| 2) | Lease revenue | ||||
| H2O Hotel Co., Ltd. | a) and staff quarters of H2O Hotel Co., Ltd. |
\$47,961 | 0.57% | \$74,953 The Company and H2O Hotel Co., Ltd. entered into a lease agreement for the use of investment properties, premises for sale and construction sites for the business |
1.29% |
| b) The lease details are as follows: |
|||||
| Lessee | Lease subject | Lease period | Rental charged per lease term |
Rental revenue |
|
| 2020 H2O Hotel Co., Ltd. |
1F., No. 366, Minghua Rd., Gushan Dist., Kaohsiung City (Longbei Section No. 22) |
2017/02/01 ~ 2019/01/31 |
2019/02/01~2022/01/31 | The monthly rental income of NT\$6,500 thousand (including business tax) is calculated on a monthly basis and is collected by bank remittance. (Rent will be reduced by half from April to December 2020 due to the epidemic) The monthly rental |
\$46,429 366 |
| H2O Hotel Co., Ltd. |
8 levels at No. 300, Funong Rd., Gushan Dist., Kaohsiung City, 1 building in total (Longzhong Section No. 128-3) |
2017/05/01~2019/01/31 2019/02/01~2022/01/31 |
income of NT\$32 thousand (including business tax) is calculated on a monthly basis and is collected by bank remittance. |
||
| H2O Hotel Co., Ltd. |
No. 620, Meishu E. 2nd Rd., Gushan Dist., Kaohsiung City (Mei Shu Huang Ju) |
period) | 2019/09/01~2027/08/31 (2019/09/01~2019/10/3 1 free during decoration |
The rent will be calculated from November 1, 2019 at NT\$158 |
1,128 |
| H2O Hotel Co., Ltd. Total |
No. 623, Mengzi Rd., Zuoying Dist., Kaohsiung City (King's Town Garden) |
2020/09/01~2027/08/31 | thousand per month (including business tax) and the rental income will be calculated on a monthly basis, all of which will be collected by bank remittance. (Rent will be reduced by half from April to December 2020 due to the epidemic) The monthly rental income of NT\$10 thousand (including business tax) is calculated on a monthly basis and is collected by bank remittance. |
38 \$47,961 |
|---|---|---|---|---|
| 2019 | The monthly rental | \$74,286 | ||
| H2O Hotel Co., Ltd. |
1F., No. 366, Minghua Rd., Gushan Dist., Kaohsiung City (Longbei Section No. 22) |
2017/02/01 ~ 2019/01/31 2019/02/01~2022/01/31 (Renewed in July 2018) |
income of NT\$6,500 thousand (including business tax) is calculated on a monthly basis and is collected by bank remittance. |
|
| H2O Hotel Co., Ltd. |
8 levels at No. 300, Funong Rd., Gushan Dist., Kaohsiung City, 1 building in total (Longzhong Section No. 128-3) |
2017/05/01~2019/01/31 2019/02/01~2022/01/31 |
The monthly rental income of NT\$32 thousand (including business tax) is calculated on a monthly basis and is collected by bank remittance. |
366 |
| H2O Hotel Co., Ltd. |
No. 620, Meishu E. 2nd Rd., Gushan Dist., Kaohsiung City (Mei Shu Huang Ju) |
2019/09/01~2027/08/31 (2019/09/01~2019/10/3 1 free during decoration period) |
The rent will be calculated from November 1, 2019 at NT\$158 thousand per month (including business tax) and the rental income will be calculated on a monthly basis, all of which will be |
301 |
Total \$74,953
3) Contracting work (Purchases)
Chieh Chih Construction Co., Ltd. and Baihong Construction Co., Ltd. are related parties of the Company, and the Company's projects are contracted by these two companies. The contract price is based on the cost of the two companies plus appropriate profit, and the payment terms are similar to those of a general contractor, but the actual date of cashing the notes is subject to the Company's capital situation.
a) In 2020 and 2019, the Company entrusted Chien-Chih Construction Co., Ltd. to contract for various construction sites, accounting for 21.65% and 17.21% of the Company's total contracted work amount, respectively, and the contract prices and current shipments were as follows:
| Purchases | |||
|---|---|---|---|
| Site name | Contract price (including tax) |
2020 | 2019 |
| Qinghai 61.63 (Mei Shu Huang Ju) | \$2,988,565 | \$0 \$792,940 | |
| Xinhua Section No. 59 (Shi Shang King's Town) | 618,380 | 0 | 82,718 |
| Ming Ren Section No. 4 (Yue He Di) | 274,940 | 0 | 67,479 |
| Ai Qun No. 2748. 5 in total (King's Town World of Heart) | 2,014,000 | 238,109 | 0 |
Total \$238,109 \$943,137
b) In 2020 and 2019, the Company entrusted EPILEDS Construction Co., Ltd. with the contracted construction projects, accounting for 25.49% and 13.14% of the total contracted construction amount of the Company, respectively. The contract price and the current purchase price were as follows:
| Purchases | |||
|---|---|---|---|
| Site name | Contract price (including tax) |
2020 | 2019 |
| Lin De Guan No. 1135, 1135-1 (Yi Wen Court) | \$1,049,885 | \$0 | \$216,359 |
| Xin Guang Section No. 356 (King's Town Garden) | 1,709,460 | 0 | 308,724 |
| Xinzhuang No. 92, 95 (Xiang King's Town) | 521,460 | 89,884 | 195,264 |
| Xin Du Section No. 321.163 - 1.164 |
880,200 | 190,480 | 0 |
| Total | \$280,364 | \$720,347 |
4) Other receivables, payments on behalf of others, notes payable, trade payables, other payables, contract liabilities-current, premises payment collection, collection, and deposits received.
| December 31, 2020 | December 31, 2019 | ||||
|---|---|---|---|---|---|
| Name of project and related party |
Balance | Percentage | Balance | Percentage | |
| a) | Other receivables | ||||
| Meiyun S. Tsai | \$240 | 0.03% | \$285 | 81.20% |
| December 31, 2020 | December 31, 2019 | ||||
|---|---|---|---|---|---|
| Other receivables represent receivables from landlords for | |||||
| their share of sales costs. | |||||
| b) | Payments on behalf of | ||||
| others | |||||
| Other related parties | \$0 | 0.00% | \$226 | 2.03% | |
| c) | Notes payable | ||||
| Chieh Chih Construction | |||||
| Co., Ltd. | \$75,004 | 37.46% | \$72,872 | 53.76% | |
| Baihong Construction | 45,002 | 22.48% | 47,780 | 35.25% | |
| Co., Ltd. | |||||
| Total | \$120,006 | 59.94% | \$120,652 | 89.01% | |
| d) | Trade payables | ||||
| Chieh Chih Construction | |||||
| Co., Ltd. | \$398,863 | 49.26% | \$845,519 | 58.15% | |
| Baihong Construction | |||||
| Co., Ltd. | 385,934 | 47.66% | 560,087 | 38.52% | |
| Total | \$784,797 | 96.92% | \$1,405,606 | 96.67% | |
| e) | Other payables | ||||
| H2O Hotel Co., Ltd. | \$348 | 0.71% | \$22 | 0.04% | |
| Yangmin International | |||||
| Catering Co., Ltd. | 74 | 0.15% | 13 | 0.02% | |
| Total | \$422 | 0.86% | \$35 | 0.06% | |
| f) | Contract liabilities - | ||||
| current | |||||
| Other related parties | \$0 | 0.00% | \$195 | 0.04% | |
| g) | Building collections | ||||
| Chieh Chih Construction | |||||
| Co., Ltd. | \$5,360 | 9.95% | \$0 | 0.00% | |
| h) | Land collections | ||||
| Chieh Chih Construction | \$3,285 | 3.78% | \$0 | 0.00% | |
| Co., Ltd. | |||||
i) Deposits received
| December 31, 2020 | December 31, 2019 | |||
|---|---|---|---|---|
| Chieh Chih Construction | ||||
| Co., Ltd. | \$0 | 0.00% | \$87,412 | 63.88% |
| Baihong Construction | ||||
| Co., Ltd. | 0 | 0.00% | 46,546 | 34.02% |
| Total | \$0 | 0.00% | \$133,958 | 97.90% |
Deposits received represent construction contract performance deposits.
5) Lease expenses
| Price payment | ||||
|---|---|---|---|---|
| Rental expenses | 2020 | 2019 | ||
| Other related parties | \$1,029 | \$1,029 | ||
| The lease details are as follows: | ||||
| Lessor | Lease subjects | Lease period | Rental charged per lease term |
Lease expenses |
| 2020 King's Town Construction Co., Ltd. |
12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City |
2017/07/01 ~ 2020/06/30 2020/07/01~ 2023/06/30 |
The monthly rental income of NT\$90 thousand (including business tax) is calculated on a monthly basis and is paid by bank remittance. |
\$1,029 |
| 2019 King's Town Construction Co., Ltd. |
12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City |
2017/07/01 ~ 2020/06/30 |
The monthly rental income of NT\$90 thousand (including business tax) is calculated on a monthly basis and is paid by bank remittance. |
\$1,029 |
- 6) Others
- a) The Chairman of the Company and other related parties provided the Company with loans from banks secured by their own assets, amounting to NT\$1,672,146 thousand and NT\$2,257,465 thousand as of December 31, 2020 and 2019, respectively.
- b) The Chairman of the Company and other related parties provided the Company with their own assets to issue commercial paper to Bills Finance Corporation in the amount of NT\$970,000 thousand and NT\$2,247,200 thousand as of December 31, 2020 and 2019, respectively.
- c) The Chairman and his spouse of the Company provided land at Qinghai Lot No. 216 and the Company's construction site, Qinghai Lot No. 229, as joint mortgages to banks and issued commercial promissory notes for NT \$1,765,000 and NT\$0, respectively, and commercial promissory notes for NT\$1,765,000 and NT\$0, respectively, as of December 31, 2020 and December 31, 2019.
- d) The Company's investment in subsidiaries is described in Note VI(IX).
- e) In 2020 and 2019, the Company paid the related party, H2O Hotel Co., Ltd., expenses such as hospitality and venue fees, which were recorded as NT\$134 thousand and NT\$0 thousand for advertising, NT\$2,320 thousand and NT\$1,629 thousand for social networking, and NT\$35 thousand and NT\$393 thousand for miscellaneous expenses, respectively.
- f) The Company's related party, Baihong Construction Co., Ltd. provided guaranteed promissory notes for the projects, which were recorded as NT\$134,566 thousand and NT\$42,177 thousand in 2020 and 2019, respectively.
- g) The Company's related party, Chien-Chih Construction Co., Ltd. provided guaranteed promissory notes for the construction work, which were recorded as NT\$288,812 thousand and NT\$0 thousand in 2020 and 2019, respectively.
- h) The Company and other related parties provided the land at Lin De Guan Section Lot No. 1135 and 1135-1, Ling Ya District, Kaohsiung City, as urban renewal construction sites, and the Company is responsible for their construction The parties entered into an urban renewal rights exchange agreement, in which the other related parties share 26.23% of the total value of the land and the Company shares the remaining 73.77%. The Company also paid NT\$372 thousand to the other related parties for the difference in price. The abovementioned portion of the urban renewal rights exchanged by the Company and the difference in price paid by the Company is included in the land for sale in Yi Wen Court.
- 7) Information on remuneration to the management
| 2020 | 2019 | |
|---|---|---|
| Short-term employee benefits | \$25,150 | \$25,594 |
8. Pledged Assets
The carrying values of the Company's assets pledged as collateral for loans and short-term notes issued were as follows:
| Name of assets | Secured subject | December 31, 2020 | December 31, 2019 |
|---|---|---|---|
| Buildings and | Collateralized borrowing and | ||
| land held for | issuance of commercial | \$2,987,486 | \$11,035,047 |
| sale | promissory notes | ||
| Construction in | Collateralized borrowing and | ||
| issuance of commercial | 2,283,347 | 2,991,715 | |
| progress | promissory notes | ||
| Land held for | Collateralized borrowing and | ||
| construction | issuance of commercial | 14,534,853 | 14,534,853 |
| promissory notes | |||
| Investment | Secured borrowings | 747,691 | 810,320 |
| properties | |||
| Refundable | Supermarket and disaster | 24,977 | 24,977 |
| deposits | management deposits | ||
| Total | \$20,578,354 | \$29,396,912 |
-
- Significant Contingent Liabilities and Unrecognized Contract Commitments
- a. As of December 31, 2020, the Company's construction-in-progress contracts are described in detail in VII. Related Party Transactions (II) Purchase; the amount paid for the contracts (including tax) was NT\$450,018 thousand and the amount outstanding was NT\$2,444,182 thousand.
- b. Residents are dissatisfied with the Company due to the construction of a gas station next to Shui Senlin. Wang, Sung-Ling and other residents filed a lawsuit against the Company for damages in the amount of NT\$33,175 thousand. On March 5, 2019, the Taiwan District Court of Qiaotou ruled in favor of the Company, but the other party appealed and the amount requested was changed to NT\$14,730 thousand, and the appeal was dismissed by the Taiwan High Court on June 30, 2020.
- c. In 2019, the Company leased the premises for sale on first basement level and the first and second level of Hua Shang Building to a fitness company, which caused dissatisfaction of the residents and convened the 2019 second temporary meeting of the sub-owners, and amended its management regulations to prohibit the establishment of specific industries, including gymnasiums. The Company believes that it has infringed upon the Company's right to use its assets; therefore, it filed a civil lawsuit against the "Hua Shang Building Management Committee" to confirm that the resolution shown by the defendant "Hua Shang Building Management Committee" at the 2019 second temporary meeting of the owners of the Hua Shang Building on November 23, 2019 is invalid. The case (Case No. 1202 of 2020) is currently being heard by the District Court in Qiaotou, Taiwan. The outcome of the case is still pending in court.
- d. In 2019, the Company leased premises for sale on the first basement level and the first and second level of Hua Shang Building to World Fitness Asia Limited (H.K.) Taiwan Branch.
As a result, the Taiwan branch of Hong Kong Business World Fitness Co., Ltd. was unable to operate due to a dispute arising from the residents' dissatisfaction with the Company's failure to lease the land to the fitness company in accordance with the original market use. The company filed a lawsuit against the Company for damages in the amount of NT\$39,632 thousand, including NT\$18,367 thousand, NT\$720 thousand for the refund of the deposit and NT\$20,545 thousand for the loss of the member who failed to fulfill the membership agreement. The case (Case No. 233) is currently being heard by the Kaohsiung District Court in Taiwan and has not yet been heard, and the outcome of the case is still pending.
- e. In 2020, the Company leased premises for sale on the first basement level and the first and second level of Hua Shang Building to World Fitness Asia Limited (H.K.) Taiwan Branch. As a result, the Taiwan branch of Hong Kong Business World Fitness Co., Ltd. was unable to operate due to a dispute arising from the residents' dissatisfaction with the Company's failure to lease the land to the fitness company in accordance with the original market use. Therefore, a lawsuit was filed against World Fitness Asia Limited (H.K.) Taiwan Branch, seeking NT\$1,045 thousand in rent and NT\$3,150 thousand in restitution damages, totaling NT\$4,195 thousand. The outcome of the case is still pending in the court.
- f. The Company leased premises for sale on the first basement level and the first and second level of Hua Shang Building to a fitness company. As a result, the residents were dissatisfied that the Company was failed to lease the land to the fitness company in accordance with the original market use.. The management committee of the Hua Shang Building filed an administrative lawsuit against the Kaohsiung City Government. Requesting the Kaohsiung City Government to revoke the decision of January 4, 2019 to approve the letter of change of commercial use of the second floor of the Hua Shang Building and the appeal inadmissible. If an unfavorable decision is obtained, it may affect the right to use the assets of the Company. The case (formerly known as Case No. 118 of 2020) is currently under review by the Supreme Administrative Court and the outcome is still pending in the court.
- g. The Company was the litigation agent for the first trial of a lawsuit for damages for repair of building damage between Kaicheng Construction Co., Ltd. and Wujia Ruichun Community Management Committee. The management committee requested NT\$1,000 thousand for damages against the Company. The case (Case No. 1126, of 2020) is currently being heard by the Kaohsiung District Court in Taiwan, and the outcome of the case is pending in the court.
-
- Significant Disaster Loss
No such event.
- Significant Subsequent Events
After the end of the Company's reporting period as of December 31, 2020, as of the closing date of the accountants' fieldwork, there were no significant subsequent events affect the change in financial position as of December 31, 2020.
-
- XII. Others
- a. Capital Risk Management
The objective of the Company's capital management is to ensure that the Company can continue as a going concern, that an optimal capital structure is maintained to lower the cost of capital, and that returns are provided to stockholders. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or sell assets to reduce debt. The Company regulates the borrowing amount based on the progress of the project and the funds required for the operation.
- b. Financial instruments
- 1) The carrying amounts of the Company's financial instruments not measured at fair value (including cash and cash equivalents, notes receivables, trade receivables, other receivables, other financial assets, refundable deposits, bank borrowings, short-term bills payable, notes payable, trade payables, other payables, leasing liabilities and deposits received) are the reasonable approximation of fair value. For a fair value of financial instruments measured at fair value, please refer to Note VI(II). Details of the financial instruments are disclosed in each of the individual notes.
| December 31, | December 31, | |
|---|---|---|
| 2020 | 2019 | |
| Financial assets | ||
| Financial assets at fair value through profit or loss | ||
| Domestic listed stocks | \$89,930 | \$87,400 |
| Domestic unlisted stocks | \$82 | \$82 |
| Financial assets at amortized cost | ||
| Cash and cash equivalents | \$547,398 | \$318,370 |
| Net notes receivable and trade receivables (including related parties) |
141,676 | 106,714 |
| Net installment receivables | 0 | 195 |
| Other receivables (including related parties) | 750,303 | 351 |
| Refundable deposits | 32,791 | 37,028 |
| Long-term notes and trade receivable | 0 | 52,000 |
| Subtotal | \$1,472,168 | \$514,658 |
| Total | \$1,562,180 | \$602,140 |
| Financial liabilities | ||
| Measured at amortized cost | ||
| Short-term borrowings | \$4,488,806 | \$4,954,780 |
| Short-term bills payable | 4,154,322 | 4,220,179 |
| Notes payable and trade payables (including related parties) | 1,009,913 | 1,589,496 |
| Other payables (including related parties) | 49,080 | 58,139 |
| Long-term borrowings (including long-term borrowing due within one operating cycle) |
6,997,867 | 10,726,055 |
| Lease liabilities (including current) | 63,690 | 64,733 |
| Deposits received | 2,878 | 136,836 |
| Total | \$16,766,556 | \$21,750,218 |
- 2) Financial risk management policy
- a) The Company's daily operations are subject to a number of financial risks, including market risk (including interest rate risk and price risk), credit risk and liquidity risk. The Company's overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company's financial position and financial performance.
-
b) Financial risk management of the Company is carried out by its finance department based on the policies approved by the Board of Directors. Through cooperation with the Company's operating units, the finance department is responsible for identifying, evaluating and hedging financial risks.
-
c) The Company does not undertake derivatives for hedging financial risks.
- 3) Significant financial risks and degrees of financial risks
- a) Market risks
- i. Price risks
The Company is exposed to the price risk of equity instruments because the investments held by the Company are classified as financial assets at fair value through profit or loss in the Company's balance sheet. The Company is not exposed to price risks from products. To manage the price risk of investments in equity instruments, the Company diversifies its portfolio with its diversification method based on limits set by the Company.
The Company's investments in equity securities comprise foreign and domestic listed stocks. The prices of equity securities change due to the change in the future value of investee companies. If the price of these equity instruments had increased or decreased by 10%, with all other factors held constant, the increase or decrease in net income after tax for 2020 and 2019 would have been NT\$8,993 thousand and NT\$8,740 thousand, respectively, from the gain or loss on equity instruments measured at fair value through profit or loss.
ii. Interest risks
The Company's interest rate risks come from short-term borrowings, financing commercial paper and long-term borrowings. Loans with floating interest rates expose the Company to cash flow interest rate risks, of which a portion is offset by the cash held with floating interest rates. Borrowings issued at fixed rates exposed the Company to fair value interest rate risk. During the years ended December 31, 2020 and 2019, the Company's borrowings at floating interest rate were denominated in the NTD.
Based on the simulations performed, the impact on post-tax profit of a 0.1% shift would be a maximum increase or decrease of NT\$1,196 thousand and NT\$944 thousand for 2020 and 2019, respectively. The simulation is done on a quarterly basis to verify that the maximum loss potential is within the limit given by the management.
- b) Credit risks
- i. Credit risk refers to the risk of financial loss of the Company arising from default by clients or counterparties of financial instruments on the contractual obligations. Credit risk mainly derives from cash and cash equivalents, derivative financial instruments, and deposits within banks and financial institutions, as well as trade receivables not yet collected in cash and committed transactions. Only banks and financial institutions with an independent credit rating of at least "A" can be accepted for trading by the Company.
- ii. The Company's trade receivables mainly consist of amounts due from customers before the handover of properties. The Company has assessed no significant credit risk because these amounts are due before the handover of properties. The Company classifies customers' trade receivables and installment receivable based on customer characteristics. Using the simplified approach of preparation matrix, the Company estimates the expected credit
loss and adjusts the loss rate established by historical and current information during a specific period to assess the allowance loss of installments receivable. The Company's assessed credit impairment losses on December 31, 2020 and 2019 were not significant.
iii. No written-off debts with recourse existed as of December 31, 2020 and 2019.
- c) Liquidity risks
- i. The cash flow forecast is performed by each operating entity of the Company and compiled by the Company's finance department. The Company's finance department monitors rolling forecasts of the Company's liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities.
- ii. The following table presents the Company's non-derivative financial liabilities grouped by the relevant maturity dates, which are analyzed based on the remaining period from the end of the reporting period to the contractual maturity date. The contractual cash flow amounts disclosed in the table below are undiscounted amounts.
| Non-derivative financial liabilities | Within 6 months |
6 to 12 months |
1 to 3 years |
Over 3 years |
|---|---|---|---|---|
| December 31, 2020 | ||||
| Short-term borrowings | \$1,824,660 | \$2,184,146 | \$480,000 | \$0 |
| Short-term bills payable | 4,154,322 | 0 | 0 | 0 |
| Notes payable and trade payables (including related parties) | 423,550 | 22,112 | 564,251 | 0 |
| Other payables | 48,439 | 40 | 545 | 56 |
| Provisions - current | 3,390 | 3,086 | 13,233 | 16,108 |
| Long-term borrowings (including due within one operating cycle) |
22,835 | 112,998 | 2,393,839 | 4,468,195 |
| Lease liabilities (including current) | 529 | 533 | 2,180 | 60,448 |
| December 31, 2019 | ||||
| Short-term borrowings | \$2,954,660 | \$2,000,120 | \$0 | \$0 |
| Short-term bills payable | 4,220,179 | 0 | 0 | 0 |
| Notes payable and trade payables (including related parties) | 958,343 | 33,541 | 597,612 | 0 |
| Other payables | 58,139 | 0 | 0 | 0 |
| Provisions - current | 3,995 | 2,907 | 9,513 | 15,089 |
| Long-term borrowings (including due within one operating cycle) |
2,977,000 | 655,000 | 5,248,200 | 1,845,855 |
| Lease liabilities (including current) | 521 | 523 | 2,142 | 61,548 |
- d) Information on fair value
- i. The different levels of inputs used in the valuation techniques for measuring the fair value of financial and non-financial instruments have been defined as follows:
- Level 1: The quoted price in an active market for identical assets or liabilities available to the enterprise at the measurement date. A market is regarded as active where transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The fair value of the Company's investments in listed stocks, beneficiary certificates, and derivatives with quoted prices in an active market are all Level 1 inputs.
- Level 2: The inputs are observable for the asset or liability, either directly or indirectly, excluding quoted prices included within Level 1. The fair values of certain derivative instruments and equity instruments invested by the Company are all Level 2 inputs.
- Level 3: The unobservable input value of an asset or liability. The Company's investments in certain derivative instruments and investments in equity instruments with no active market are all level 3 inputs.
Details of changes in Level 3 fair value hierarchy
| Equity instruments without public quotes |
|
|---|---|
| December 31, 2020 (i.e. January 1, 2020) |
\$82 |
| December 31, 2019 (i.e. January 1,2019) |
\$82 |
- ii. For financial instruments with active markets, their fair value is measured at the market quoted prices on balance sheet date. When quoted prices can be obtained immediately and regularly from stock exchanges and regulatory agencies, and such quoted prices represent actual and regular market transactions under normal conditions, the markets are deemed active markets. The quoted market prices of financial assets held by the Company are the closing price or net asset value, and these instruments are included in Level 1. Level 1 instruments mainly include equity instruments, which are classified as Financial assets at fair value through profit or loss - current.
- iii. Below states the information on the Company's financial instruments measured at fair value that have been classified in accordance with the nature, characteristics, risks and fair values of assets or liabilities as of December 31, 2020 and 2019:
| Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|
| \$89,930 | \$0 | \$0 | \$89,930 |
| 82 | 82 | ||
| \$90,012 | |||
| Level 1 | Level 2 | Level 3 | Total |
| \$87,400 | \$0 | \$0 | \$87,400 |
| 82 | 82 | ||
| \$89,930 | \$0 | December 31, 2020 \$82 December 31, 2019 |
- iv. The methods and assumptions used by the Company to measure fair value are explained as follows:
- (i) The fair value of the Company's domestic listed stocks and beneficiary certificates are input based on the closing price and net value of the market price, respectively (i.e. Level 1).
- (ii) In addition to the aforementioned financial instruments with an active market, the fair value of other financial instruments is acquired by valuation technique or by reference to the counterparty quotes. The current fair value of financial instruments obtained through valuation techniques, discounted cash flow method or other valuation techniques, including the use of models based on market information available at the end of the reporting period (i.e. Level 2).
- (iii) In addition to the financial instruments in Level 1 and Level 2 mentioned above, the acquisition cost of the financial instruments is used as an input (i.e., Level 3).
- (iv)In 2020 and 2019, there was no transfer between Level 1 and Level 2 fair value measurement.
- (v) In 2020 and 2019, there was no transfers into or out of Level 3.
13. Supplementary Disclosure
a. Information on significant transactions was as follow:
| No. | Summary | Description |
|---|---|---|
| 1 | Loaning to others. | None |
| 2 | Endorsements/guarantees to others. | None |
| 3 | Marketable securities held at the end of the period. (Excluding investment in Subsidiaries, Associates and Joint Ventures) |
Table I |
| 4 | Cumulative amount of the stock of the same marketable securities purchased or sold totaling NT\$300 million or more than 20% of the paid-in capital. |
None |
| 5 | Acquisition of real estate totaling NT\$300 million or more than 20% of the paid-in capital. |
Table II |
| 6 | Disposal of real estate totaling NT\$300 million or more than 20% of the paid-in capital. |
None |
| 7 | Purchases or sales with related parties totaling NT\$100 million or more than 20% of the paid-in capital. |
Table III |
| 8 | Receivables from related party totaling NT\$100 million or more than 20% of the paid-in capital. |
None |
| 9 | Engaging in derivatives trading. | None |
(TABLE I)
King's Town Construction Co., Ltd.
Marketable securities held (excluding investments in subsidiaries) December 31, 2020 Unit: NT\$ thousand
| Securities | Ending balance | |||||||
|---|---|---|---|---|---|---|---|---|
| company holding |
Type and name of securities | Relationship with issuer of securities | Ledger account | Number of shares (shares) | Carrying amount | Shareholding Ratio (%) | Fair value | Remark |
| Financial assets | ||||||||
| shares (ordinary Tatung - |
at fair value | |||||||
| shares) | None | through profit or | 3,400,000 | 89,930 | 0.145% | 89,930 | ||
| King's Town | current loss - |
|||||||
| Construction | Financial assets | |||||||
| Co., Ltd. | at fair value | |||||||
| Huazhi Venture Capital | None | through profit | 8,152 | 82 | 1.63% | * | ||
| and loss |
*Huazhi Venture Capital was not fair valued because the amount was not material.
(TABLE II)
Acquisition of real estate totaling NT\$300 million or more than 20% of the paid-in capital: Unit: NT\$ thousand
| Other | agreement s |
||
|---|---|---|---|
| acquisition Purpose of |
and usage status |
Land held for construction for business operations |
Land held for construction for business operations |
| Basis or | reference for price setting |
valuation firm professional Real estate valuation report by |
valuation firm professional Real estate valuation report by |
| Amount | - | - | |
| Transfer date |
- | - | |
| Information on prior transaction if the counterparty is related |
Relationship | with the issuer - - |
|
| Owner | - | - | |
| Relationship with | the Company | None | None |
| Counterparty | Natural person Chung, Chun |
Natural person Chung, Chun |
|
| Payment | collection status | \$35,000 Actual payment |
Actual payment of outstanding notes NT\$50,000 and NT\$145,000 payable of |
| Transaction | amount | \$348,090 | \$395,000 |
| Date of | occurrence | 2020.12.17 | 2020.12.17 |
| Name of property | Yuguang Section No. 880, 895, 897, etc., Anping District, Tainan City |
Cost equivalent land District, Tainan City in the rezoning of self-administered municipal land at Caohu, Annan (I) |
|
| Acquirer of real | estate | Construction Co., King's Town Ltd. |
Construction Co., King's Town Ltd. |
The transfer of the above two pieces of land is not yet completed in December 2020, therefore, recorded as land prepayment.
(TABLE III)
King's Town Construction Co., Ltd.
Purchases or sales with related parties totaling NT\$100 million or more than 20% of the paid-in capital: Unit: NT\$ thousand
| Remark | ||||||
|---|---|---|---|---|---|---|
| Notes and trade receivable (payable) | Percentage of total notes/ trade receivable (payable) |
37.46% | 49.26% | 22.48% | 47.66% | |
| Balance | Notes payable \$75,004 |
Trade payables \$398,863 |
Notes payable \$45,002 |
Trade payables \$385,934 |
||
| Payment term |
- | - | ||||
| Transaction with terms different from others |
Unit price - |
- | ||||
| Payment term | Subject to contract | Subject to contract | ||||
| Transaction details | Percentage of total purchase/(sales) |
21.65% | 25.49% | |||
| Amount | \$238,109 | \$280,364 | ||||
| Purchase (sale) |
Purchases | Purchases | ||||
| Relationship | the second degree of kinship of the Relative within |
Chairman of such Chairman of the Company is the company. |
such company supervisor of |
|||
| Counterparty | Chieh Chih | Construction Co., Ltd. |
Baihong | Construction Co., Ltd. |
||
| Name of company | King's Town | Construction Co., Ltd. |
King's Town | Construction Co., Ltd. |
| King's Town Construction Co., Ltd. |
|---|
b. Information on reinvestment (excluding the investee companies in the Mainland China):
| Initial investment amount | balance Ending |
Investment | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name of investor |
Name of Investee | Location | Main business activities |
balance for the current Ending period |
End of last year |
Shares (in thousand) |
Percenta ge (%) |
Carrying amount |
investee for the period Profit (Loss) of |
profit (loss) recognized |
Remark |
| Company The |
H2O Hotel Co., Ltd. | No. 366, Minghua Rd., Kaohsiung City Gushan Dist., |
Hotel and restaurant | \$320,000 | \$250,000 | 32,000 | 100% | (\$54,570) | (\$69,215) | (\$56,115) | I |
| Note I: | The Company recognized a loss share of NT\$69,215 thousand in the investee company. In addition, due to the lease of real estate to a subsidiary, H2O Hotel Co., Ltd., the leasing |
c. Disclosure of information on investments in Mainland China: The Consolidated Company has no investment in Mainland China.
recognized under the equity method by NT\$13,100 thousand.
difference in profit or loss recognition, which affected the Company's share of profit recognized using the equity method. The difference affected the Company's share of benefit
| Name of major shareholders | Shareholding (shares) | Shareholding |
|---|---|---|
| Tsai, Tien-Tsan | 85,577,838 | 23.05% |
| Tiangang Investment Co., Ltd. | 63,328,801 | 17.06% |
| Tianye Investment Co., Ltd. | 49,652,072 | 13.37% |
| Chien-Chih Construction Co., Ltd. | 31,501,513 | 8.48% |
| Tsai, Chiung-Ting | 23,616,339 | 6.36% |
| Meiyun S. Tsai | 20,209,951 | 5.44% |
d. Information on major shareholders
- 1) The major shareholders in this table are shareholders holding more than 5% of the common and preference shares that have completed delivery of non-physical registration (including treasury shares) on the last business day of each quarter calculated by the Taiwan Depository & Clearing Corporation. However, the share capital recorded in the Company's financial report and the number of shares actually delivered by the company without physical registration may differ due to calculation basis.
- 2) For the above are shares entrusted by the shareholders, the information thereto shall base on the shares disclosed by the individual trust account of opened by the trustees. For information on shareholders, who declare to be insiders holding more than 10% of shares in accordance with the Securities and Exchange Act, and their shareholdings include their shareholdings plus their delivery of trust and shares with the right to make decisions on trust property, please refer to MOPS.
-
- Operating Segment Financial Information
N/A
King's Town Construction Co., Ltd. Statements of Accounting Items 2020
(In Thousands of New Taiwan Dollars, unless otherwise specified)
| Statements of significant accounting subjects | |
|---|---|
| Item | Number/Index |
| Statements of assets, liabilities and equity Items | |
| Statement of cash and cash equivalents | Statement I |
| Statement of financial assets at fair value through profit or loss - current |
Statement II |
| Statement of financial assets at fair value through profit or loss - non current |
Statement III |
| Statement of notes receivables | Statement IV |
| Statement of trade receivables | Statement V |
| Statement of other receivables | Statement VI |
| Statement of buildings and land held for sale | Statement VII |
| Statement of changes in construction in progress | Statement VIII |
| Statement of changes in land held for construction | Statement IX |
| Statement of prepaid premises | Statement X |
| Statement of other current assets | Statement XI |
| Statement of change in long-term equity investments accounted for using the equity method |
Statement XII |
| Statement of change in property, plant and equipment | Note VI(VIII) |
| Statement of change in accumulated depreciation of property, plant and equipment |
Note VI(VIII) |
| Statement of change in investment properties | Note VI(X) |
| Statement of change in accumulated depreciation of investment properties | Note VI(X) |
| Statement of change in intangible assets | Note VI(XI) |
| Statement of change in accumulated depreciation of intangible assets | Note VI(XI) |
| Statement of short-term loans | Statement XIII |
| Statement of short-term bills payable | Statement XIV |
| Statement of contract liabilities - current |
Statement XV |
| Statement of notes payable | Statement XVI |
| Statement of trade payables | Statement XVII |
| Statement of other payables | Statement XVIII |
| Statement of provisions | Note VI(XIII) |
| Statement of collections | Note VI(XIV) |
| Statement of long-term borrowings | Statement XIX |
| Statement of lease liabilities | Statement XX |
| Statement of profit or loss items | |
| Statement of operating revenue | Statement XXI |
| Statement of operating costs | Statement XXII |
| Statement of selling and marketing expenses | Statement XXIII |
| Statement of general and administrative expenses | Statement XXIV |
| Other operating income and expenses | Note VI (XXII ~ XXV) |
STATEMENT I
King's Town Construction Co., Ltd.
| Statement of cash and cash equivalents | |
|---|---|
| As of December 31, 2020 |
| Item | Summary | Amount | Remark |
|---|---|---|---|
| Cash | Cash on hand and petty cash | \$78 | |
| Bank deposits | Demand deposits | 497,196 | |
| Checking deposits | 50,124 | ||
| Total | \$547,398 |
STATEMENT II
King's Town Construction Co., Ltd.
Statement of financial assets at fair value through profit or loss - current As of December 31, 2020
| Name of financial instruments | Summary | Number of shares (shares) | Face value (NT\$) | Acquisition costs | Fair value | Remark | |
|---|---|---|---|---|---|---|---|
| Unit price | Total amount | ||||||
| Tatung | Ordinary shares | 3,400,000 | \$10 | \$97,529 | \$26.45 | \$89,930 | |
| Total | \$97,529 | ||||||
| Less: Valuation adjustment | (7,599) | ||||||
| Net | \$89,930 | ||||||
STATEMENT III
King's Town Construction Co., Ltd.
Statement of change in financial assets at fair value through profit or loss - non-current As of December 31, 2020
| Guaran | tee or | pledge | \$82 None | |
|---|---|---|---|---|
| Amo | unt | |||
| Sharehol | ding | 1.63% | ||
| Ending balance | Number of | shares | 8,152 | |
| Category | Ordinary shares |
|||
| Amount | \$0 | |||
| Decrease in the current period |
Number of | shares | - | |
| Amoun | t | \$0 | ||
| Increase in the current period |
Number of | shares | - | |
| Amo | unt | \$82 | ||
| Beginning balance | Number of | shares | 8,152 | |
| Investee | Huazhi Venture Capital Co,, Ltd. |
STATEMENT IV
King's Town Construction Co., Ltd.
| Name of client | Summary | Amount | Remarks |
|---|---|---|---|
| Notes receivable | |||
| Non-related party | |||
| Mr. He | Operation | \$1,100 | |
| Mr. Li | Operation | 3,600 | |
| Mr. Lai | Operation | 15,000 | |
| Mr. Sun | Operation | 4,500 | |
| Mr. Chuang | Operation | 9,500 | |
| Mr. Chen | Operation | 2,000 | |
| Mr. Huang | Operation | 375 | |
| Mr. Yeh and Mr. Tsai (King's Town Hyatt) |
Operation | 3,214 | |
| Mr. Tsai (World of Heart) | Operation | 870 | |
| Subtotal | \$40,159 | ||
| Less: Allowance for doubtful accounts | 0 | ||
| Net notes receivable | \$40,159 |
STATEMENT V
King's Town Construction Co., Ltd.
Statement of trade receivables As of December 31, 2020
| Name of client | Summary | Amount | Remarks |
|---|---|---|---|
| (1) Trade receivables: | |||
| Non-related party | |||
| Mr. Yeh | Operation | \$22 | |
| Mr. Huang (Shi Shang King's Town) | Operation | 14,210 | |
| Mr. Tsao | Operation | 25,000 | |
| Mr. Huang (Mei Shu Huang Ju) | Operation | 19,220 | |
| Mr. Tsai | Operation | 27,020 | |
| Mr. Hung | Operation | 14,640 | |
| Mr. Wang | Operation | 100 | |
| Mr. Chang | Operation | 100 | |
| Mr. Weng | Operation | 100 | |
| Mr. Huang (King's Town Garden) | Operation | 100 | |
| Youting System | Rental income from Chenggong Section No. 60-1, 62, 63 | 220 | |
| Tongguli Engineering | Rental income from Longzhong Section No. 191 | 87 | |
| Bao Sheng Parking | Rental income from Xinmin No. 163 and Lan Tian Middle Section No. 30-2 and Longzhong Section No. 22, etc. |
167 | |
| Ting Wang Technology | Rental income from Longzhong Section No. 128-4 | 44 | |
| American Institute in Taiwan | Rental Income from Ju Dan | 270 | |
| Tingyi Technology | Rental income from Qinghai Section No. 127, 128 | 239 | |
| Subtotal | \$101,539 | ||
| Less: Allowance for doubtful accounts | (22) | ||
| Net trade receivables | \$101,517 |
STATEMENT VI
King's Town Construction Co., Ltd.
| Statement of trade receivables | |
|---|---|
| As of December 31, 2020 |
| Item | Summary | Amount | Remarks |
|---|---|---|---|
| Related party: | |||
| Landlord's share of the cost of | |||
| Meiyun S. Tsai | decoration work, advertising, and other | \$240 | |
| expenses receivables | |||
| Subtotal | \$240 | ||
| Non-related parties: | |||
| Taiwan Power | |||
| Company | Photovoltaic revenue receivables | \$21 | |
| Mr. Chung | Termination receivables | 750,000 | |
| Sun Young International |
Display board receivables | 38 | |
| Others | Interest receivable on fixed deposits | 4 | |
| Subtotal | \$750,063 | ||
| Total | \$750,303 |
STATEMENT VII
King's Town Construction Co., Ltd.
Statement of buildings and land held for sale As of December 31, 2020
| Amount | ||||
|---|---|---|---|---|
| Item | Summary | Cost | Net realizable value | Guarantee or pledge |
| Mandala | \$37,851 | \$113,938 None | ||
| Xiande Section No. 826 | 21,509 | 56,707 None | ||
| King's Town Hyatt | 859,614 | 1,102,194 None | ||
| Hua Shang | 114,478 | 295,740 None | ||
| Tian Feng (Original Breeze) | 207,961 | 332,689 None | ||
| Ju Dan | 518,395 | 791,896 | Long-term borrowing due | |
| within the operating cycle | ||||
| King's Town | 2,469,091 | 6,948,298 Short-term borrowings | ||
| Yue He Di | 260,186 | 335,179 None | ||
| Shi Shang King's Town | 414,193 | 661,323 None | ||
| King's Town Garden | 1,525,107 | 2,061,032 None | ||
| Mei Shu Huang Ju | 3,295,419 | 4,036,478 None | ||
| Yiwen Court | 946,844 | 1,254,367 None | ||
| Xiang King's Town | 8,463 | 8,701 None | ||
| Other projects | 542 | 0 None | ||
| Subtotal | \$10,679,653 | \$17,998,542 | ||
| Less: Allowance for reduction to market | (542) | |||
| Net | \$10,679,111 |
STATEMENT VIII
| Statement of changes in construction in progress King's Town Construction Co., Ltd. |
|
|---|---|
| As of December 31, 2020 | |
| — | |
| 2 86 |
|
| — | |
| Current increase | Current decrease | ||||||
|---|---|---|---|---|---|---|---|
| Construction name | Beginning balance | Land under construction | Construction costs | Capitalized interest | Completion and transfer out | Ending balance | Guarantee or pledge |
| Xinzhuang No. 92, 95 (Xiang King's Town) | \$1,178,309 | \$0 | \$40,977 | \$5,382 | (\$1,224,668) | \$0 None | |
| Fuhe Section No. 698-1 | 419,584 | 0 | 3,187 | 6,965 | 0 | 429,736 None | |
| Xindu Section No. 321, 163-1, 164, 320 | 746,394 | 0 | 193,111 | 12,604 | 0 | 952,109 Short-term borrowings | |
| Ai Qun No. 2748. 5 in total (King's Town World of Heart) | 1,067,012 | 0 | 247,051 | 17,175 | 0 | 1,331,238 Short-term borrowings | |
| Total | \$3,411,299 | \$0 | \$484,326 | \$42,126 | (\$1,224,668) | \$2,713,083 | |
STATEMENT IX
King's Town Construction Co., Ltd.
Statement of changes in land held for construction As of December 31, 2020
| Guarantee or pledge Ending |
balance | \$14,533 None | 540,267 Short-term borrowings | 370,653 Short-term bills payable | 0 1,610,110 Short-term borrowings | 716,926 Short-term bills payable | 28,397 None | 13,805 None | 19,016 None | Long-term borrowings and short term bills payable 0 4,278,594 |
30,279 None | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current decrease | Transferred to | construction in progress | \$0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Current increase | Capitalized | interest | \$0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Land | costs | \$0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
| Beginning | balance | \$14,533 | 540,267 | 370,653 | 1,610,110 | 716,926 | 28,397 | 13,805 | 19,016 | 4,278,594 | 30,279 | |
| Construction name | Kaohsiung Chenggong Section No. 84 | Kaohsiung Chenggong Section No. 60-1, 62-64 |
Kaohsiung Longzhong Section No. 191 |
Kaohsiung Longzhong Section No. 129-3, 129-4 |
Kaohsiung Longzhong Section No. 128-4, etc., 3 in total |
Kaohsiung Chenggong Section No. 74, 78 |
Kaohsiung Chenggong Section No. 70 | Kaohsiung Chenggong Section No.83 | Kaohsiung Qinghai No. 229 | Kaohsiung Aiqun No. 2738-2 |
STATEMENT IX
King's Town Construction Co., Ltd.
Statement of changes in land held for construction (Continued) As of December 31, 2020
| Guarantee or pledge | \$0 \$685,719 Long-term borrowings | 662,012 Long-term borrowings | 379,145 Long-term borrowings | 655,287 Long-term borrowings | 757,742 Short-term borrowings | 259,585 Short-term bills payable | Long-term borrowings and short term bills payable |
792,708 Long-term borrowings | 828,072 Long-term borrowings | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ending | balance | 52,266 None | 0 1,998,033 | 955,773 None | \$15,648,9 | ||||||||
| Current decrease | construction in progress Transferred to |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | \$0 | ||
| Current increase | Capitalized interest |
\$0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | \$0 |
| Land costs |
\$0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | \$0 | |
| Beginning | balance | \$685,719 | 662,012 | 379,145 | 52,266 | 655,287 | 757,742 | 259,585 | 1,998,033 | 792,708 | 828,072 | 955,773 | \$15,648,922 |
| Construction name | Kaohsiung Qinghai No. 126 | Kaohsiung Qinghai No. 127 | Kaohsiung Qinghai No. 128 | Kaohsiung Longzhong Section No. 128-4, etc., 3 in total |
Kaohsiung Bohsiao Section No. 1140, 7 in total |
Kaohsiung Lantian Middle Section No. 30-2 |
Kaohsiung Xingnan Section No. 11 | Kaohsiung Longzhong Section No. 22 | Kaohsiung Xinmin No. 160 | Kaohsiung Xinmin No. 159 | Transferable land and deformed land | Total |
Statement of change in prepaid premises As of December 31, 2020
| Current increase | Current decrease | |||||||
|---|---|---|---|---|---|---|---|---|
| Name of project/construction |
Beginning balance |
Cost | Capitalized interest |
Transfer of held for construction |
Transfer of land under construction |
Transaction cancellation refund |
Transfer of land held for construction |
Ending balance |
| Tainan Anan District, Caohu Phase I |
\$0 | \$50,000 | \$33 | \$0 | \$0 | \$0 | \$0 | \$50,033 |
| Tainan Yuguang Section No. 880, 3 in total |
0 | 35,000 | 23 | 0 | 0 | 0 | 0 | 35,023 |
| Kaohsiung Chenggong Section No. 73 |
0 | 8,880 | 0 | 0 | 0 | 0 | 0 | 8,880 |
| Kaohsiung Qiaotou Shixing Section No. 924 |
0 | 1,400 | 0 | 0 | 0 | 0 | 0 | 1,400 |
| Kaohsiung Qiaotou Shixing Section 925, 3 in total |
0 | 10,000 | 0 | 0 | 0 | 0 | 0 | 10,000 |
| Kaohsiung Qiaotou Shixing Section 927, 3 in total |
0 | 9,250 | 0 | 0 | 0 | 0 | 0 | 9,250 |
| Kaohsiung Qiaotou Shixing Section 928, 3 in total |
0 | 11,495 | 0 | 0 | 0 | 0 | 0 | 11,495 |
| Kaohsiung Qiaotou Shixing Section 967 |
0 | 660 | 0 | 0 | 0 | 0 | 0 | 660 |
| Kaohsiung Qiaotou Shixing Section 968 |
0 | 4,260 | 0 | 0 | 0 | 0 | 0 | 4,260 |
| Kaohsiung Chenggong Section No. 79 |
0 | 8,880 | 0 | 0 | 0 | 0 | 0 | 8,880 |
| Kaohsiung Qiaotou Shixing Section 867 |
0 | 400 | 0 | 0 | 0 | 0 | 0 | 400 |
| Subtotal | \$0 | \$140,225 | \$56 | \$0 | \$0 | \$0 | \$0 | \$140,281 |
Statement of other current assets As of December 31, 2020
| Item | Summary | Amount | Remark |
|---|---|---|---|
| Prepaid expenses | Prepaid insurance premiums for buildings, group insurance, etc. | \$440 | |
| Prepaid rent | 329 | ||
| Prepaid construction expenses | 359,029 | ||
| Prepaid architect design fee | 61,801 | ||
| Prepaid network fee, permanent legal advisor fee and security service fee, etc. | 9,848 | ||
| Subtotal | \$431,447 | ||
| Input tax | Business tax not yet filed at the end of December 2020 | \$513 | |
| Tax overpaid retained | |||
| for offsetting the | Accumulated undeducted input business tax as of the end of December 2020 | 25,919 | |
| future tax payable | |||
| Tax refunds | Zero-rate tax refund | 14 | |
| Payments on behalf | Taxes, donations, etc. payments on behalf | 8,565 | |
| Subtotal | \$35,011 | ||
| Total | \$466,458 |
STATEMENT XII
King's Town Construction Co., Ltd.
Long-term equity investments accounted for using the equity method As of December 31, 2020
| Guarantee or pledge |
None | |
|---|---|---|
| Valuation basis | 0.89 Equity method | |
| Net equity | Unit price (Dollar) | |
| Total | \$28,364 | |
| Amount | \$54,570 | |
| Shareholding | 100.00% | |
| Ending balance | Shares (in thousand) |
32,000 |
| Category | (\$69,215) Ordinary shares | |
| Investment (loss) gain |
||
| Amount | \$0 | |
| Decrease in the current period | Number of shares (in thousands) |
0 |
| Share of profit | accordance with using the equity recognized method in IFRS 16 or loss |
\$13,100 |
| Increase in the current period | Amount | \$70,000 |
| Number of shares (in thousands) |
7,000 | |
| Amount | \$40,685 | |
| Beginning balance | Number of shares (in thousands) |
25,000 |
| Investee | H2O Hotel Co., Ltd. |
| Statement of short-term loans | |
|---|---|
| As of December 31, 2020 |
| Type of Loans |
Summary | Ending balance |
Contract period | Interest rate range |
Line of credit |
Pledge or guarantee |
|---|---|---|---|---|---|---|
| Secured borrowings |
Financial institution borrowings |
\$894,000 2020/07/29-2021/07/29 | 1.580% | \$1,194,000 Land held for construction: Longzhong Section No. 129-3, 129-4 |
||
| Secured borrowings |
Financial institution borrowings |
1,200,000 2020/11/20-2021/11/19 | 1.387% | 1,200,000 Buildings held for sale Longzhong Section No. 27 (King's Town) |
||
| Secured borrowings |
Financial institution borrowings |
387,000 2020/11/25-2021/01/01 | 1.50% | 1,365,000 Construction in progress: Aiqun Section No. 2761~64, 2768-1 and 2748, 5 in total (King's Town World of Heart) |
||
| Secured borrowings |
Financial institution borrowings |
720,000 2020/11/25-2021/01/01 | 1.500% | 1,000,000 Premises provided by related parties |
||
| Secured borrowings |
Financial institution borrowings |
90,000 2020/12/02-2021/01/01 | 1.45% | 100,000 Marketable securities provided by related parties |
||
| Secured borrowings |
Financial institution borrowings |
527,660 | 2020/12/02~2021/01/01 | 1.500% | 527,660 Land held for construction: Lantian Middle Section No. 30-2 |
|
| Secured borrowings |
Financial institution borrowings |
480,000 | 2020/06/15-2023/05/25 | 1.585% | 480,000 Construction in progress: Xindu Section No. 321, 163-1, 164 |
|
| Secured borrowings |
Financial institution borrowings |
90,146 2020/11/09-2021/11/09 | 1.500% | 200,000 Marketable securities provided by related parties |
||
| Secured borrowings |
Financial institution borrowings |
100,000 2020/12/02-2021/06/02 | 1.49% | 470,000 Land held for construction: Chenggong Section No. 60- 1, etc., 9 in total |
||
| Total | \$4,488,806 | \$6,536,660 |
STATEMENT XIV
King's Town Construction Co., Ltd.
Statement of short-term bills payable
| As of December 31, 2020 | |
|---|---|
| Pledge or guarantee | Longzhong Section No. 128-4, etc., 3 in total Land held for construction - |
399,246 Private land provided by related parties | 169,891 Premises provided by related parties | 399,974 Private land provided by related parties | Longzhong Land held for construction - Section No. 191 |
|
|---|---|---|---|---|---|---|
| Carrying amount | \$149,971 | 399,973 | ||||
| Unamortized discount on short-term bills |
payable | \$29 | 754 | 109 | 26 | 27 |
| Issued amount | \$150,000 | 400,000 | 170,000 | 400,000 | 400,000 | |
| Interest rate range | 1.498% | 1.500% | 1.501% | 1.500% | 1.501% | |
| Contract period | Less than 1 year | Less than 1 year | Less than 1 year | Less than 1 year | Less than 1 year | |
| Guarantor/accepting institution | International Bills Finance Corp. | International Bills Finance Corp. (Guaranteed by O-Bank) |
Taiwan Corporative Bills Finance Corp. | China Bills Finance Corp. Grand Bills | ||
| Item | commercial paper Issuance of |
commercial paper Issuance of |
commercial paper Issuance of |
commercial paper Issuance of |
STATEMENT XV
King's Town Construction Co., Ltd.
| Item | Summary | Amount | Remark |
|---|---|---|---|
| Sale of premises | King's Town | \$79,571 | |
| Xiande Section No. 826 | 8,390 | ||
| King's Town Hyatt | 76,812 | ||
| Yiwen Court | 13,693 | ||
| Ju Dan | 18,177 | ||
| Shi Shang King's Town | 15,274 | ||
| Mei Shu Huang Ju | 84,683 | ||
| King's Town Garden | 53,427 | ||
| World of Heart | 140,879 | ||
| Yue He Di | 2,719 | ||
| Jing Wu Tong | 1,200 | ||
| Subtotal | \$494,825 | ||
| Rental premises | Tongguli Engineering | 3 | |
| Tingyi Technology | 1 | ||
| Ting Wang Technology | 3 | ||
| Bao Sheng Parking | 79 | ||
| Tianhe International | 3 | ||
| Lin Coffee | 19 | ||
| American Institute in Taiwan | 770 | ||
| Subtotal | \$878 | ||
| Total | \$495,703 |
Statement of contract liabilities - current As of December 31, 2020
STATEMENT XVI
King's Town Construction Co., Ltd.
Statement of notes payable As of December 31, 2020
| Name of client | Summary | Amount | Remark |
|---|---|---|---|
| Related parties: Operation | |||
| Chieh Chih Construction Co., Ltd. | Construction | \$75,004 | |
| Baihong Construction Co., Ltd. | Construction | 45,002 | |
| Subtotal | \$120,006 | ||
| Non-related parties: Operation | |||
| SunYoung International | Sales commission | \$28,967 | |
| Darren design | Mock-up decoration project | 7,596 | |
| Dian Cheng Engineering | Decoration and construction | 5,715 | |
| Others | 37,946 (Note) | ||
| Subtotal | \$80,224 | ||
| Total | \$200,230 |
Note: The balance of each account did not exceed the amount of NT\$4,000 thousand.
STATEMENT XVII
King's Town Construction Co., Ltd.
Statement of trade payables As of December 31, 2020
| Name of client | Summary | Amount | Remark |
|---|---|---|---|
| Related parties: Operation | |||
| Chieh Chih Construction Co., Ltd. | Construction | \$398,863 | |
| Baihong Construction Co., Ltd. | Construction | 385,934 | |
| Subtotal | \$784,797 | ||
| Non-related parties: Operation | |||
| Cheng He Design Engineering | Mock-up decoration project | \$5,880 | |
| Hsin-kao Gas | Gas engineering | 10,251 | |
| Chain10 Architecture & Interior Design | Decoration engineering | 3,540 | |
| 5,215 | (Note) | ||
| Subtotal | \$24,886 | ||
| Total | \$809,683 |
Note: The balance of each account did not exceed the amount of NT\$3,500 thousand.
STATEMENT XVIII
King's Town Construction Co., Ltd.
| Statement of trade payables | |
|---|---|
| As of December 31, 2020 |
| Item | Summary | Amount | Remark |
|---|---|---|---|
| Salary payable |
December salary and year-end bonus | \$9,190 | |
| Bonuses payable to employees |
Employee compensation accruals for 2020 |
19,524 | |
| Retirement benefits expenses payable |
December retirement benefits | 97 | |
| Interest expense payable |
December interest expense | 9,431 | |
| Rental expenses payable |
Photocopier rental | 44 | |
| Others | Labor costs, labor and health insurance premiums, welfare payments, security fees, repair and maintenance fees, management fees, advertising fees and transportation costs, etc. |
8,188 | (Including trade payable from other related parties of NT\$422 thousand) |
| Subtotal | \$46,474 | ||
| Other payables - other |
Refund of settlement due and refund | \$849 | |
| Other payables - other |
Refund of deposit for termination of contract payable |
1,247 | |
| Other payables - other |
Construction payables for investment properties |
510 | |
| Subtotal | \$2,606 | ||
| Total | \$49,080 |
Statement of long-term borrowings As of December 31, 2020
| Amount | ||||||||
|---|---|---|---|---|---|---|---|---|
| Type of Loans | Summary | Due within one operating cycle |
Due over one operating cycle |
Total | Contract period | Interest rate range |
Line of credit |
Pledge or guarantee |
| Secured borrowings |
Financial institution borrowings |
\$0 | \$1,765,000 \$1,765,0 | 00 | 2020.03.11- 117.12.31 |
1.73% | \$2,000,000 Land held for construction - Qinghai Section No. 229 |
|
| Secured borrowings |
Financial institution borrowings |
0 | 694,000 | 694,000 2019.06.28~115.06. 30 |
1.70%~1.75% | 1,169,000 Land held for construction - Longzhong Section No. 22 |
||
| Secured borrowings |
Financial institution borrowings |
\$0 | 272,000 | 272,000 | 2020.01.03- 113.01.03 |
1.54% | 272,000 Private land provided by related parties | |
| Secured borrowings |
Financial institution borrowings |
45,847 | 531,034 | 576,881 2017.07.17~121.07. 17 |
1.54% | 576,881 Investment properties Longbei Section No. 22 | ||
| Secured borrowings |
Financial institution borrowings |
0 | 530,000 | 530,000 2019.05.16~112.11. 16 |
1.45% | 880,000 Land held for construction - Bohsiao Section No. 1140 |
||
| Secured borrowings |
Financial institution borrowings |
0 | 1,300,000 1,300,00 | 0 | 2020.03.12- 114.03.12 |
1.45% | 1,300,000 Land held for construction - Qinghai Section No. 126~128 |
|
| Secured borrowings |
Financial institution borrowings |
0 | 550,000 | 550,000 2019.10.17~111.10. 17 |
1.43% | 635,000 Land held for construction - Xinmin No. 160 | ||
| Secured borrowings |
Financial institution borrowings |
0 | 50,000 | 50,000 2019.11.19~111.11. 19 |
1.43% | |||
| Secured borrowings |
Financial institution borrowings |
0 | 75,000 | 75,000 2020.01.13~112.01. 13 |
1.43% | |||
| Secured borrowings |
Financial institution borrowings |
0 | 545,000 | 545,000 2019.11.01~111.11. 01 |
1.43% | 635,000 Land held for construction - Xinmin No. 159 | ||
| Secured borrowings |
Financial institution borrowings |
0 | 50,000 | 50,000 2020.01.02~112.01. 02 |
1.43% | |||
| Secured borrowings |
Financial institution borrowings |
89,986 | 0 | 89,986 2019.07.17~2021.07 .16 |
1.55% | 89,986 Buildings held for sale: Ju Dan | ||
| Secured borrowings |
Financial institution borrowings |
0 | 500,000 | 500,000 | 2020.06.10- 112.06.10 |
1.606649% | 1,000,000 Private land provided by related parties | |
| Total | \$135,833 | \$6,862,034 \$6,997,8 | 67 | \$8,557,867 | ||||
| Less: Long-term borrowings due within one operating cycle | (\$135,83 3) |
Net long-term borrowings \$6,862,0
34
STATEMENT XX
King's Town Construction Co., Ltd.
Statement of lease liabilities As of December 31, 2020
| Amount | |||||
|---|---|---|---|---|---|
| Creditor | Due within one year | Due over one year | Total | Contract period | Interest |
| Kaohsiung City Finance Bureau | \$1,062 | \$62,628 \$63,690 | Land leased from Kaohsiung City Finance Bureau for NT\$2,154 thousand per year and NT\$180 thousand per month for the lease period of 2012.8.7 to 2062.6.7 |
1.73% per annum |
STATEMENT XXI
King's Town Construction Co., Ltd.
| Statement of operating revenue | |
|---|---|
| As of December 31, 2020 |
| Item | Summary | Amount | Remark |
|---|---|---|---|
| Land revenue | Wistron Financial Building | \$6,852 | |
| Mandala | 32,928 | ||
| King's Town | 312,587 | ||
| King's Town Hyatt | 59,803 | ||
| Yiwen Court | 159,784 | ||
| Ju Dan | 138,060 | ||
| Hu Li Fang | 16,000 | ||
| Shi Shang King's Town | 267,245 | ||
| Mei Shu Huang Ju | 1,536,585 | ||
| King's Town Garden | 639,412 | ||
| Yuashan Compound | 23,121 | ||
| Xiang King's Town | 907,253 | ||
| Yue He Di | 109,059 | ||
| Subtotal | \$4,208,689 | ||
| Sales returns and discounts | Land for sale | (990) | |
| \$4,207,699 |
STATEMENT XXI
King's Town Construction Co., Ltd.
| Item | Summary | Amount | Remark |
|---|---|---|---|
| Building revenue | Wistron Financial Building | 4,350 | |
| Mandala | \$20,907 | ||
| King's Town | 298,670 | ||
| King's Town Hyatt | 111,273 | ||
| Yiwen Court | 241,710 | ||
| Ju Dan | 107,848 | ||
| Hu Li Fang | 15,238 | ||
| Shi Shang King's Town | 256,138 | ||
| Mei Shu Huang Ju | 1,539,167 | ||
| King's Town Garden | 788,255 | ||
| Yuashan Compound | 23,856 | ||
| Xiang King's Town | 717,664 | ||
| Yue He Di | 88,601 | ||
| Subtotal | \$4,213,677 | ||
| Sales returns and discounts | Premises for sale | (772) | |
| \$4,212,905 | |||
| Other operating revenue | Rental income | \$67,596 |
Statement of operating revenue (Continued) As of December 31, 2020
STATEMENT XXII
King's Town Construction Co., Ltd.
Statement of operating costs As of December 31, 2020
| Subject name | Summary | Amount | Remark |
|---|---|---|---|
| Prepayment for land and buildings at the | |||
| beginning of the period | \$0 | ||
| Purchase of land and buildings during | |||
| the period | 140,281 | ||
| Prepayment for land and buildings at the | |||
| end of the period | (140,281) | ||
| Transfer to land held for construction | \$0 | ||
| Land held for construction at the | |||
| beginning of the period | 15,648,922 | ||
| Land held for construction at the end of | (15,648,922) | ||
| the period | |||
| Construction in progress - Land held for |
\$0 | ||
| construction | |||
| Construction project | 467,980 | ||
| Construction expenses | 58,472 | ||
| Construction costs | \$526,452 | ||
| Construction in Progress at the | 3,411,299 | ||
| beginning of the period | |||
| Construction in Progress at the end of the period |
(2,713,083) | ||
| Building costs | \$1,224,668 | ||
| Buildings and land held for sale at the | |||
| beginning of the period | 14,619,967 | ||
| Buildings and land held for sale at the | |||
| end of the period | (10,679,653) | ||
| Add: Increase in renovation work during | |||
| the period | 273,082 | ||
| Payment for construction work and | |||
| repairs, etc. | 17,093 | ||
| Home appliances gift for customers | 2,886 | ||
| Project additions (reductions) | 53,556 | ||
| Less: Inventory decline loss rebounded | (12,291) | ||
| Construction costs | \$5,499,308 | ||
| Other operating costs | \$76,065 | ||
| Operating costs | \$5,575,373 |
Statement of selling and marketing expenses As of December 31, 2020
| Subject name | Summary | Amount | Remark |
|---|---|---|---|
| Salary expenses | \$6,687 | ||
| Postage & Telegram charge | 58 | ||
| Repairs and maintenance | |||
| expense | 19,181 | ||
| Advertising fee | 317,596 | ||
| Utility fee | 15,643 | ||
| Insurance fee | 712 | ||
| Tax expense | 104,097 | ||
| Food expenses | 173 | ||
| Commission expenses | 5,316 | ||
| Miscellaneous expenses | 68,256 | ||
| Service fees | 246 | ||
| Retirement benefit | 235 | ||
| Total | \$538,200 |
STATEMENT XXIV
King's Town Construction Co., Ltd.
Statement of general and administrative expenses As of December 31, 2020
| Subject name | Summary | Amount | Remark |
|---|---|---|---|
| Salary expenses | \$51,354 | ||
| Rental expenses | 7,706 | ||
| Stationery | 889 | ||
| Travel expense | 32 | ||
| Delivery expense | 18 | ||
| Postage & Telegram charge | 779 | ||
| Repairs and maintenance | |||
| expense | 641 | ||
| Advertising fee | 327 | ||
| Insurance fee | 3,813 | ||
| Entertainment expense | 9,816 | ||
| Tax expense | 27,526 | ||
| Depreciation | 1,382 | ||
| Amortization expense | 316 | ||
| Overtime allowance expense | 174 | ||
| Food expenses | 867 | ||
| Employee benefits | 8,488 | ||
| Training fee | 24 | ||
| Transportation fee | 434 | ||
| Sundry purchases | 25 | ||
| Service fees | 2,417 | ||
| Retirement benefit | 1,685 | ||
| Book fee | 24 | ||
| Miscellaneous expenses | 10,523 | ||
| Total | \$129,260 |
VI. Financial Difficulties Experienced by the Company and Its Affiliates and Their Impact on the Company's Financial Position:
None.
Review and Analysis of the Company's Financial Position and Financial Performance, and Listing of Risks
I. Financial Position:
Review and Analysis on Financial Position
Comparative Analysis on Financial Position
| (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|
| Year | Difference | |||
| Item | 2020 | 2019 | Amount | % |
| Current assets | 31,278,021 | 34,845,997 | -3,567,976 | -10.24% |
| Financial assets at fair value through profit or loss - non current |
82 | 82 | 0 | - |
| Financial assets carried at cost - non-current |
0 | 0 | 0 | - |
| Investments accounted for using the equity method |
15,566 | 14,786 | 780 | 5.28% |
| Property, plant and equipment |
802,258 | 862,082 | -59,824 | -6.94% |
| Net right-of-use assets | 62,731 | 64,245 | -1,514 | -2.36% |
| Intangible assets | 169,290 | 173,523 | -4,233 | -2.44% |
| Other assets | 51,266 | 101,888 | -50,622 | -49.68% |
| Total assets | 32,379,214 | 36,062,603 | -3,683,389 | -10.21% |
| Current liabilities | 10,728,951 | 15,246,621 | -4,517,670 | -29.63% |
| Non-current liabilities | 6,988,048 | 7,393,196 | -405,148 | -5.48% |
| Total liabilities | 17,716,999 | 22,639,817 | -4,922,818 | -21.74% |
| Share capital | 3,711,931 | 3,848,464 | -136,533 | -3.55% |
| Capital surplus | 0 | 40,015 | -40,015 | -100.00% |
| Retained earnings | 10,950,284 | 9,534,307 | 1,415,977 | 14.85% |
| Total equity | 14,662,215 | 13,422,786 | 1,239,429 | 9.23% |
(In Thousands of New Taiwan Dollars)
Explanations on the analysis:
Reasons and impact of significant changes in asset, liability and equity in the past two fiscal years, and countermeasures:
(1) The year-over-year decrease of NT\$50,622 thousand (-49.68%) in other assets in 2020 was mainly due to the significant decrease in notes from customers of renovation work in 2020.
Countermeasures: As the aforementioned changes arose from normal operations, the Company did not have to take any actions.
Review and Analysis on Financial Performance
| (In Thousands of New Taiwan Dollars) | ||||||
|---|---|---|---|---|---|---|
| Year | 2020 | 2019 | Increase | Changes (%) | ||
| Item | (Decrease) | |||||
| Total operating revenue | 8,669,611 | 5,990,199 | 2,679,412 | 44.73% | ||
| Less: Sales return and | (1,762) | 0 | -1,762 | - | ||
| discount | ||||||
| Net operating revenue | 8,667,849 | 5,990,199 | 2,677,650 | 44.70% | ||
| Cost of revenue | 5,684,124 | 3,398,823 | 2,285,301 | 67.24% | ||
| Gross profit | 2,983,725 | 2,591,376 | 392,349 | 15.14% | ||
| Operating expenses | 809,024 | 646,444 | 162,580 | 25.15% | ||
| Operating Income | 2,174,701 | 1,944,932 | 229,769 | 11.81% | ||
| Non-operating income | (241,777) | (141,698) | -100,079 | 70.63% | ||
| and expenses | ||||||
| Income before income tax | 1,932,924 | 1,803,234 | 129,690 | 7.19% | ||
| of continuing operations | ||||||
| Income tax expense | 248,032 | 146,664 | 101,368 | 69.12% | ||
| Net income of continuing | 1,684,892 | 1,656,570 | 28,322 | 1.71% | ||
| operations | ||||||
| Other comprehensive | (216) | (730) | 514 | -70.41% | ||
| income | ||||||
| Total comprehensive | 1,684,676 | 1,655,840 | 28,836 | 1.74% | ||
| income |
Comparative Analysis on Financial Performance
Explanations on the analysis:
-
- Analysis on variance in the past two fiscal years:
- (1) The year-over-year increase of NT\$2,679,412 thousand (+44.73%) in operating revenue in 2020 was mainly due to robust demand and the completion of multiple projects in 2020; thus, there was a substantial increase in operating revenue.
- (2) The year-over-year increases of 67.24% and 69.12% in cost of revenue and income tax expense respectively in 2020 were due to the same reason as (1).
-
- Sales forecasts and bases: The Company did not compile financial forecasts in 2021. Please refer to #Page 2#.
-
- Possible impact on the Company's finance and business in the future and countermeasures: None.
Review and Analysis on Cash Flows
Cash Flows Analysis
(In Thousands of New Taiwan Dollars)
| Cash, Beginning | Net Cash | Net Increase | Cash Surplus | Remedies for Cash | |
|---|---|---|---|---|---|
| of Year | Provided by | in Cash | (Shortage) | Shortage | |
| Operating | |||||
| Activities | |||||
| Investment | Financing | ||||
| Plan | Plan | ||||
| \$394,662 | \$5,126,007 | \$230,247 | \$624,909 | (\$33,134) | (4,862,626) |
I. Analysis on cash flow movements in 2020:
-
Operating activities: Due to significant growth in operating revenue in 2020, net cash provided by operating activities for the year increased substantially by NT\$5,126,007 thousand.
-
- Investing activities: The acquisition of financial assets at fair value through profit or loss of NT\$183,079 thousand resulted in net cash outflow from investing activities of NT\$33,134 thousand.
-
- Financing activities: A great amount of loan repayments resulted in net cash outflows from financing activities of NT\$4,862,626 thousand.
- II. Improvement plans for liquidity shortage: None.
- III. Liquidity analysis for 2021: The Company expects an increase in net cash provided by operating activities in 2021. Capital demand for construction in progress will decrease.
- IV. Effect Upon Finance and Business of Any Major Capital Expenditures During the Most Recent Fiscal Year: None.
- V. Company Reinvestment Policy for the Most Recent Fiscal Year, Main Reasons for Profits/Losses Generated Thereby, Plan for Improving Re-investment Profitability, and Investment Plans for Coming Year: As the individual amount of the Company's reinvestment cases did not exceed 5% of the Company's paid-in capital, analysis was not conducted.
- VI. Risk Analysis and Assessment:
-
(I) Impacts of fluctuations in interest rates and foreign exchange rates and inflation on the Company's profitability and associated action plans:
-
- Since both the annual interest rates and the Company's average borrowing rates were at a relatively low point, the Company's borrowing costs were not subject to significant changes and burdens.
-
-
- As the Company targets the domestic market, changes in foreign exchange rates did not have a significant impact on the Company.
-
- Inflation did not have a significant impact on the Company's operation.
- (II) The policies, main causes of gain or loss and associated action plans with respect to high-risk, highly-leveraged investment, lending funds to other parties, endorsement and guarantee and derivative trading:
The Company did not engage in high-risk, highly-leveraged investments, lending funds to other parties, nor derivative trading in 2020.
- (III) Future R&D plans and expected R&D expenditure: None.
- (IV) Impacts of changes in major domestic and overseas policies and regulations on the Company's finance and business and associated action plans: None.
- (V) Impacts of changes in technology and industry on Company's finance and business and associated action plans: None.
- (VI) Impacts of changes in corporate image on corporate risk management and associated action plans: None.
- (VII) Expected benefits and risks relating to merger and acquisition and associated action plans: None.
- (VIII)Expected benefits and risks relating to plant expansion and associated action plans: None.
- (IX) Risks relating to concentrated sources of sales or purchases and associated action plans: Purchases of the Company concentrated on the two construction companies: Chieh Chih Construction Co., Ltd. and Bai Hong Construction Co., Ltd. However, these two companies are affiliates of the Company, i.e., they are controlled by the Company. They both operate well at present and there is no purchase concentration risk. The Company did not have sales concentration.
- (X) Impact and risk of sale or transfer of a significant number of shares by the Directors, Supervisors or shareholders with over 10% of shareholding and associated action plans: None.
- (XI) Impact and risk of change in management and associated action plans:
- (XII) Litigations or non-litigations: None.
(XIII)Other important risks and countermeasures to be taken: None.
VII. Other Important Matters: None.
Special Disclosure
- I. Information on the Company's Affiliates:
- (I) Consolidated business report of the affiliates:
-
- Overview of the affiliates:
- (1) Chart of the affiliates:
-
Tian Gang Investment Co., Ltd. (had 17.06% stake in the Company and 22.61% stake in Jing Cheng Construction Co., Ltd.); Tian Lai Investment Co., Ltd. (had 13.38% stake in the Company and 13.01% stake in Jing Cheng Construction Co., Ltd.); Jing Cheng Construction Co., Ltd., Chieh Chih Construction Co., Ltd., and Bai Hong Construction Co., Ltd. were concluded as having controlling or subordinate relation with the Company (pursuant to Article 369-3 of the Company Act.)

| Name | Date of Incorporation |
Address | Paid-in Capital Main Business / Products | |
|---|---|---|---|---|
| Tian Gang Investment Co., Ltd. |
1998/09/02 | 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.) |
220,000 H201010 Investment | |
| Tian Lai Investment Co., Ltd. |
1998/08/26 | 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.) |
323,200 H201010 Investment | |
| Jing Cheng Construction Co., Ltd. |
1992/05/28 | 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.) |
201,000 | H701010 Housing and Building Development and Rental |
| Chieh Chih Construction Co., Ltd. |
1981/12/24 | 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.) |
330,000 Contractors of civil and architectural engineering |
|
| Bai Hong Construction Co., Ltd. |
1993/03/12 | 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.) |
201,000 Contractors of civil and architectural engineering |
|
| H2O Hotel Co., Ltd. | 2015/04/16 | No. 366, Minghua Rd., Gushan Dist., Kaohsiung City 804059, Taiwan (R.O.C.) |
320,000 Hotel and restaurants |
(2) Basic information on affiliates:
As of May 1, 2021 (In Thousands of New Taiwan Dollars)
(3) Information on common shareholders of entities concluded as having controlling or subordinate relation:
| As of May 1, 2021 (In Thousands of New Taiwan Dollars, Shares, %) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Reason | Name | Shareholding | Shareholding Shareholding (%) |
Date of Incorporation |
Address | Paid-in Capital |
Main Business Activities |
|
| Concluded pursuant to Article 369- 3 of the Company Act. |
Tian Gang Investment Co., Ltd. |
63,328,801 | 17.06% | 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.) |
220,000 H201010 Investment |
|||
| Concluded pursuant to Article 369- 3 of the Company Act. |
Tian Lai Investment Co., Ltd. |
49,652,072 | 13.38% | 12F., No. 150, Bo'ai 2nd Rd., Zuoying Dist., Kaohsiung City 813017, Taiwan (R.O.C.) |
323,200 H201010 Investment |
|||
| Concluded pursuant to Article 369- 3 of the Company Act. |
Tien-Tsan Tsai |
85,544,838 | 23.05% | - | - | - | - | |
| Concluded pursuant to Article 369- |
Mei-Yun Tsai-Hsueh |
20,209,951 | 5.44% | - | - | - | - |
| 3 of the | ||||
|---|---|---|---|---|
| Company | ||||
| Act. |
(4) Industries in which the affiliates operate and division of labor:
| Name of Affiliate | Industry of Affiliate | Business Relation |
Division of Labor |
|---|---|---|---|
| Tian Gang Investment Co., Ltd. |
Investment | None | - |
| Tian Lai Investment Co., Ltd. |
Investment | None | - |
| Jing Cheng Construction Co., Ltd. |
Rental and sale of residences and buildings |
None | Similar business activities with the Company but at a different region and with different target groups |
| Chieh Chih Construction Co., Ltd. |
Contractors of civil and architectural engineering |
Yes | Mainly undertakes commissioned building construction works for the Company and Jing Cheng |
| Bai Hong Construction Co., Ltd. |
Contractors of civil and architectural engineering |
Yes | Mainly undertakes commissioned building construction works for the Company and Jing Cheng |
| H2O Hotel Co., Ltd. | Hotel and restaurants |
None | - |
(5) Information on Directors, Supervisors, and Presidents of affiliates:
| (In Thousands of New Taiwan Dollars; Shares, %) | ||||
|---|---|---|---|---|
| Name or | Shareholding | |||
| Name | Title | Representative | Shares | Shareholding (%) |
| Chairman | Mei-Yun Tsai Hsueh |
380,000 | 1.73% | |
| Tian Gang Investment Co., Ltd. |
Directors | Tien-Tsan Tsai | 620,000 | 2.82% |
| Directors | Mei-Hui Chen | 0 | 0.00% | |
| Supervisor | Yao-Hung Tsai | 0 | 0.00% | |
| Chairman | I-Ying Chen | 10,455,200 | 32.35% | |
| Tian Lai Investment | Directors | 0 | 0.00% | |
| Co., Ltd. | Directors | Chin-Hsing Chen | 0 | 0.00% |
| Supervisor | Chia-Ling Tsai | 155,800 | 0.48% | |
| Chairman | Representative of Xin Rui Investment Co., Ltd.: Tien-Tsan Tsai |
4,919,569 | 24.48% | |
| Jing Cheng | Directors | Representative of Xin Rui Investment Co., Ltd.: Yao-Hung Tsai |
4,919,569 | 24.48% |
| Construction Co., Ltd. |
Directors | Representative of Xin Rui Investment Co., Ltd.: I-Ying Chen |
4,919,569 | 24.48% |
| Supervisor | Representative of Tian Lai Investment Co., Ltd.: Ching Shun Ou |
2,615,236 | 13.01% | |
| Chieh Chih | Chairman | Hsien-Tsung Wang | 20,200,000 | 61.21% |
| Construction Co., Ltd. |
Representative of Jing Cheng |
|||
|---|---|---|---|---|
| Directors | Construction Co., | 11,050,000 | 33.48% | |
| Ltd.: Chia-Ling Tsai | ||||
| Representative of | ||||
| Jing Cheng | ||||
| Directors | Construction Co., | 11,050,000 | 33.48% | |
| Ltd.: Shih-Hsiung Li | ||||
| Supervisor | Chen-Jung Li | 0 | 0.00% | |
| Chairman | Ching-Shun Ou | 0 | 0.00% | |
| Bai Hong | Directors | Hsien-Tsung Wang | 0 | 0.00% |
| Construction Co., Ltd. |
Directors | Yao-Hung Tsai | 0 | 0.00% |
| Superviso r |
Tien-Tsan Tsai | 6,100,000 | 30.35% | |
| Chairman | King's Town | |||
| Construction Co., | ||||
| Ltd.: Representative, | 32,000,000 | 100.00% | ||
| Mei-Yun Tsai | ||||
| Hsueh | ||||
| King's Town | ||||
| Construction Co., | ||||
| Directors | Ltd.: Representative, | 32,000,000 | 100.00% | |
| H2O Hotel Co., Ltd. | Chiung-Ting Tsai | |||
| King's Town | ||||
| Construction Co., | ||||
| Directors | Ltd.: Representative, | 32,000,000 | 100.00% | |
| I-Ying Chen | ||||
| King's Town | ||||
| Construction Co., | 100.00% | |||
| Supervisor | Ltd.: Representative, | 32,000,000 | ||
| Chia-Ling Tsai |
2. Operational highlights of affiliates: Year: 2020
| Name | Capital | Total Assets |
Total liabilities |
Net Worth | Operating revenue |
Operating Income |
Net Income (after-tax) |
EPS (NT\$) (after-tax) |
|---|---|---|---|---|---|---|---|---|
| Tian Gang | ||||||||
| Investment Co., | 220,000 | 5,596,511 | 1,816,702 | 3,779,809 | 71,075 | 3,922 | 1,015 | \$0.05 |
| Ltd. | ||||||||
| Tian Lai | ||||||||
| Investment Co., | 323,200 | 3,335,556 | 162,517 | 3,173,039 | 52,035 | 51,927 | 49,303 | \$1.53 |
| Ltd. | ||||||||
| Jing Cheng | ||||||||
| Construction | 201,000 | 9,369,328 | 13,919,270 | 398,402 | 297,855 | (201,852) | (202,855) | (\$10.09) |
| Co., Ltd. | ||||||||
| Chieh Chih | ||||||||
| Construction | 330,000 | 2,419,298 | 1,352,050 | 1,067,298 | 555,125 | (11,550) | 4,137 | \$0.13 |
| Co., Ltd. | ||||||||
| Bai Hong | ||||||||
| Construction | 201,000 | 5,326,107 | 1,361,153 | 3,964,954 | 801,822 | 1,278,046 | (9,254) | (\$0.46) |
| Co., Ltd. |
As of December 31, 2020 (In Thousands of New Taiwan Dollars)
Note: Numbers above were audited by CPAs.
(II) Affiliation reports:
Declaration:
Declaration
It is hereby declared that the affiliation report of King's Town Construction Co., Ltd. (the "Company") for the year ended December 31, 2020 is prepared by the Company in accordance with "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises". There are no significant inconsistencies between the information disclosed in the affiliation report and in the notes of financial statements for the above period.
Sincerely,
Company Name: King's Town
Construction Co., Ltd.

Responsible person: Tien-Tsan Tsai

May 1, 2021
CPA's review opinion:
Letter
Addressee: King's Town Construction Co., Ltd. (the Company)
- Subject: Opinions on whether the declaration issued by the Company's management for the 2020 affiliation report is reasonable in all material respects.
- Explanation: The Company's 2020 affiliation report has been prepared by its management with a declaration issued, stating that the said report is prepared according to the "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises" and the information disclosed within is not materially inconsistent with relevant information disclosed in the notes to the 2020 financial report.
In our opinion, the declaration issued by the Company's management for the 2020 affiliation reports is reasonable in all material respects.
ShineWing Taiwan
CPA: Angela Chuang
CPA: Hielleen Chang
March 24, 2021
— 316 —
1. Relationship between subordinate and controlling companies:
(In Shares) April 27, 2021
| Name of Controlling |
Basis for the | Shareholding and Pledged Shares of Controlling Company |
Directors, Supervisors or Managerial Officers Appointed by the Controlling Company |
|||
|---|---|---|---|---|---|---|
| Company | Control | Shareholding (shares) |
Shareholding (%) |
Pledged Shares |
Title | Name |
| Concluded as | Chairman Directors |
Tian Lai Investment: Tien-Tsan Tsai Tian Lai Investment: |
||||
| King's Town | having controlling or subordinate |
Directors | Mei-Yun Tsai-Hsueh Tian Lai Investment: Tien-Chin Chen |
|||
| Construction Co., Ltd. |
relation pursuant to |
- | - | - | Directors | Tian Lai Investment: Shih-Hsiung Li |
| Article 369-3 of the |
Independent Director Independent |
Ming-Te Chang I-Li Chuang |
||||
| Company Act. | Director Independent |
(Discharged) Yao-Kuo Wu |
||||
| Concluded as | Director Chairman |
Mei-Yun Tsai-Hsueh | ||||
| having controlling or |
Directors Directors |
Tien-Tsan Tsai Mei-Hui Chen |
||||
| Tian Gang Investment Co., |
subordinate relation |
63,328,801 | 17.06% | 0 | Supervisor | Yao-Hung Tsai |
| Ltd. | pursuant to Article 369-3 of the |
|||||
| Company Act. | ||||||
| Concluded as having controlling or |
Chairman Directors Directors |
I-Ying Chen Chun-Chun Chiu Chin-Hsing Chen |
||||
| Tian Lai Investment Co., |
subordinate relation |
49,652,072 | 13.38% | 0 | Supervisor | Chia-Ling Tsai |
| Ltd. | pursuant to Article 369-3 of the |
|||||
| Company Act. Concluded as |
Chairman | Xin Rui Investment: | ||||
| having controlling or |
Directors | Tien-Tsan Tsai Xin Rui Investment: |
||||
| Jing Cheng Construction Co., |
subordinate relation |
1,899,268 | 0.51% | 0 | Directors | Yao-Hung Tsai Xin Rui Investment: |
| Ltd. | pursuant to Article 369-3 |
Supervisor | I-Ying Chen Tian Lai Investment: |
|||
| of the Company Act. |
Ching-Shun Ou | |||||
| Concluded as having |
Chairman Directors |
Hsien-Tsung Wang Jing Cheng |
||||
| Chieh Chih | controlling or subordinate |
Directors | Construction: Chia-Ling Tsai |
|||
| Construction Co., Ltd. |
relation pursuant to |
31,501,513 | 8.49% | 0 | Supervisor | Jing Cheng Construction: |
| Article 369-3 of the Company Act. |
Shih-Hsiung Li Chen-Jung Li |
|||||
| Bai Hong | Concluded as | 1,109,863 | 0.30% | 0 | Chairman | Ching-Shun Ou |
| Construction Co., | having | Directors | Hsien-Tsung Wang | |||
|---|---|---|---|---|---|---|
| Ltd. | controlling or | Directors | Yao-Hung Tsai | |||
| subordinate | Supervisor | Tien-Tsan Tsai | ||||
| relation | ||||||
| pursuant to | ||||||
| Article 369-3 | ||||||
| of the | ||||||
| Company Act. | ||||||
| Chairman | King's Town | |||||
| Construction: | ||||||
| Directors | Mei-Yun Tsai-Hsueh | |||||
| King's Town | ||||||
| Construction: | ||||||
| H2O Hotel Co., | Subsidiary of | 0 | 0.00% | 0 | Directors | Chiung-Ting Tsai |
| Ltd. | the Company | King's Town | ||||
| Supervisor | Construction: | |||||
| I-Ying Chen | ||||||
| King's Town | ||||||
| Construction: | ||||||
| Chia-Ling Tsai |
Note: When the controlling company of the subordinate company is a subordinate company of another company, relevant information of the latter company shall also be provided. The same rule applies where the latter company is the subordinate company of a different company, and so on.
- Sales and Purchases:
(In Thousands of New Taiwan Dollars; %) Transaction with Controlling Company Terms with Controlling Company General Trading Terms Reason for Deviation Accounts/Notes Payable Overdue Accounts Receivables Remarks Purchases (Sales) Amount % to Total Purchases Gross Profit Unit Price (NT\$) Credit Term Unit Price (NT\$) Credit Term Ending Balance % to Total Accounts/Notes Receivable (Payable) Amount Action Taken Allowance for Doubtful Accounts Purchases 238,109 21.65% - - Subject to contract - - - Notes payable NT\$75,004 Accounts payable NT\$398,863 37.44% 48.31% 0 - 0 Chieh Chih Construction Co., Ltd. Purchases 280,364 25.49% - - Subject to contract - - - Notes payable NT\$45,002 Accounts payable 22.47% 46.74% 0 - 0 Bai Hong Construction Co., Ltd.
Note 1: In cases of advance receipts (prepayments), the reasons, contractual terms, amount and difference from the general trading terms shall be stated in the Remarks column.
NT\$385,934
Note 2: If the listed accounts are not applicable, please adjust accordingly. Where accounts are not available due to industry characteristics, the company is exempted from providing the information.
-
- Property transactions: None.
-
- Financing of funds: None.
-
- Lease of assets: None.
-
- Endorsements and guarantees: None.
-
- Other significant transactions: None.
-
II. Private Placement of Securities During the Most Recent Fiscal Year and up to the Date of Publication of the Annual Report: The Company did not engage in private placement of securities during the most recent fiscal year and up to the date of publication of the annual report.
- III. Holding or Disposal of Shares in the Company by the Company's Subsidiaries During the Most Recent Fiscal Year and up to the Date of Publication of the Annual Report: The Company does not have subsidiaries holding or disposing of shares in the Company at present.
- IV. Other Supplementary Information: None.
- V. Any Events in the Most Recent Year and as of the Date of this Annual Report that had Significant Impacts on Shareholders' Right or Security Prices as Stated in Subparagraph 2, Paragraph 3, Article 36 of the Securities and Exchange Act: None.

