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ky Annual Report 2021

Nov 11, 2021

52131_rns_2021-11-11_ad8ae2a9-5934-4d1f-aa77-344dad3733bc.pdf

Annual Report

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Kuo Yang Construction Co., Ltd. Individual Financial Statements and Independent Auditor's Report

2021 and 2020 (Stock Code: 2505)

Company Address: 18F, No. 555, Section 4, Zhongxiao East Road, Taipei City, Republic of China (Taiwan) Telephone: 02-25000808

~1~

Kuo Yang Construction Co., Ltd.

Individual Financial Statements and Independent Auditor's Report for 2021 and 2020

Table of Contents

Item Page
Number
I.
Cover
II.
Table of Contents
III.
Independent Auditor's Report
IV.
Individual Balance Sheet
V.
Individual Statements of Comprehensive Income
VI.
Individual Statements of Changes in Equity
VII. Individual Cash Flow Statement
VIII. Notes to Individual Financial Statements
(I)
Company history
(II)
Date and procedures of approval of the financial statements
(III) Application of new standards, amendments and interpretations
(IV) Summary of significant accounting policies
(V)
Significant accounting judgments, estimates and main uncertainty
assumptions
(VI) Details of significant accounts
(VII) Related-party transactions
(VIII) Pledged assets
(IX) Significant
contingent
liabilities
and
unrecognized
contractual
commitments
1
2 ~ 3
4 ~ 8
9 ~ 10
11
12
13
14 ~ 58
14
14
14 ~ 15
16 ~ 24
25 ~ 25
25 ~ 46
46 ~ 50
50
51

~2~

Item Page
Number
(X)
Significant disaster loss
(XI) Significant events after the balance sheet date
(XII) Other
(XIII) Supplementary disclosures
(XIV) Segment information
IX.
Statement of Important Accounts
51
51
51 ~ 57
58
58
59 ~ 66

~3~

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Independent Auditor's Report

(2022) Cai-Shen-Bao-Zi No. 21004857

To Kuo Yang Construction Co., Ltd.:

Audit Opinions

The Individual Balance Sheet of Kuo Yang Construction Co., Ltd. as of December 31, 2021 and 2020 and the Individual Statement of Comprehensive Income, Individual Statement of Changes in Equity, Individual Cash Flow Statement, and Notes to the Individual Financial Statements (including a summary of material accounting policies) from January 1 to December 31, 2021 and 2020 have been audited by the CPA.

In our opinion and based on our audits and reports of other CPAs (refer to Other matters), the Individual Financial Statements were prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" in all material respects, and present fairly the individual financial position of Kuo Yang Construction as of December 31, 2021 and 2020, and its individual financial performance and its individual cash flow from January 1 to December 31, 2021 and 2020.

Basis of Audit Opinions

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the Generally Accepted Auditing Standards in the Republic of China. Our responsibility based on these standards will be explained in greater detail in the section on our responsibilities for the review of the Individual Financial Statements. The personnel of the CPA firm who are governed by regulations on independence have acted according to the ROC CPA Code of Professional Ethics and remained independent of Kuo Yang Construction when fulfilling other obligations set forth in the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

The key audit matters pertain to the most important items of Kuo Yang Construction's 2021 Individual Financial Statements as per the professional judgment of the CPA. These matters were addressed in the context of our audit of the Individual Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

~4~

PricewaterhouseCoopers, Taiwan 27F, No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei 110208, Taiwan T: +886(2) 2729 6666, F: + 886(2) 2729 6686, www.pwc.tw

==> picture [158 x 66] intentionally omitted <==

Key audit matters of the Individual Financial Statements of Kuo Yang Construction for 2021 are as follows:

Appropriateness of the period in which income from the sales of houses and land is recognized

Description

Refer to Note 4 (26) in the Individual Financial Statements for accounting policies on operating revenue from construction, and refer to Note 6 (17) for the explanation of accounting items.

The revenue from the sales of houses and land in the construction business is recognized when the ownership of the real estate is transferred and the property inspection certificate is delivered to the customer. As the houses and land of a construction business are sold to many customers, the CPA is required to review all information on the transfer of ownership before recognizing sales revenue. The process generally involves a high amount of manual labor to determine the accuracy of the timing for recognizing sales revenue. Therefore, the CPA regarded the appropriateness of the period in which income from the sales of houses and land is recognized as one of the most important items in the audit.

Corresponding auditing procedures

The CPA has compiled the following corresponding procedures that were executed for the specific levels described in the aforementioned key audit matters:

  • We interviewed the management to understand and review the procedures for recognizing sales revenue from the sales of houses and land and verify whether the procedures have been consistently adopted in the period of the Financial Statements.

  • We assessed and tested the appropriateness of the period in which income from the sales of houses and land is recognized by the management within a certain period after the end of the period, including the information on the transfer of ownership of the land and houses and related dates to verify the accuracy of the timing for recognizing sales revenue.

Inventories valuation - land for construction

Description

Refer to Note 4 (12) of the Individual Financial Statements for accounting policies on construction land valuation. Refer to Note 5 of the Individual Financial Report for accounting estimates and uncertainties of assumptions for inventory valuation. Refer to Note 6 (5) of the Individual Financial Report for description of accounting items.

The inventory valuation of Kuo Yang Construction is measured based on the cost and net realizable value (NRV), whichever is lower. The houses and land held for sale and houses and land under construction are compared with the most recent transaction prices in the vicinity of the sites or the Company's recent sales contracts. As it is difficult to obtain comparable sales prices for construction land, the valuation of the net realizable value of construction land requires the judgment or estimate of the management. Therefore, we consider the valuation of the net realizable value of a construction site as one of the most important items in the audit.

~5~

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Corresponding auditing procedures

  • Understand and assess the internal operating procedures and accounting procedures for the valuation of land for construction by the Company's management.

  • Obtain data for the assessment of the net realizable value, confirm the reasonableness of the data sources, assumptions, or methods employed, and test the content of the data to confirm the reasonableness of the construction land valuation.

Other matters - Reference to audits of other CPAs

We did not audit certain investments accounted for through the equity method in the financial statements of Kuo Yang Construction for 2021 and 2020. Those financial statements were audited by other CPAs. As such, our opinions in the aforementioned Individual Financial Statements on the amounts included in the aforementioned financial statements and related information disclosed in Note 13 were based on audit reports of other CPAs. The investment on equity method totaling NT$970,823 thousand and NT$564,559 thousand as of December 31, 2021 and 2020 accounted for 5.93% and 2.94% of the total assets, respectively. The comprehensive income recognized for 2021 and 2020 was NT$168,898 thousand and NT$34,168 thousand, which accounted for 23.05% and 0.64% of the total comprehensive income for the period, respectively.

Responsibilities of the management and the governing bodies for the Individual Financial Statements

The responsibility of the management was to prepare the individual financial statements in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" to properly indicate the company's financial status and to maintain necessary internal control with regard to establishment of individual financial statements to ensure such financial statements did not contain any false contents as a result of fraudulence or mistakes.

When the Individual Financial Statements were in the process of preparation, the responsibility of the management also included assessment of the capacity of Kuo Yang Construction to continue operation, disclosure of related matters and the accounting approaches to be adopted when the company continued to operate unless the management intended to liquidate or suspend the business of Kuo Yang Construction if there was not any other option except liquidation or suspension of the company's business.

The governance units (including the Audit Committee) of Kuo Yang Construction are responsible for overseeing the financial reporting process.

Auditors' Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the Individual Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an independent auditor's report. Reasonably reliable means highly reliable. However, auditing work carried out in accordance with the Generally Accepted Auditing Standards of the ROC cannot guarantee detection of significant misrepresentations in the Individual Financial Statements. 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.

~6~

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When conducting the auditing work according to the Generally Accepted Auditing Standards of the ROC, we exercised our professional judgment and remained professionally skeptical. We also execute the following tasks:

  1. Identified and evaluated the risk of material misstatement due to fraud or error in the Individual Financial Statements. Designed and carried out appropriate countermeasures for the evaluated risks; Obtained sufficient and appropriate evidence as the basis for the audit opinion. As fraud may involve collusion, forgery, deliberate omissions, false statements, or violations of internal controls, the risks of material misstatements due to fraud are greater than those caused by errors.

  2. Acquired necessary understanding about internal control which matters to audit and provide appropriate audit procedure under such circumstances. However, the purpose of such understanding is not for providing any opinion on the effectiveness of internal control of Kuo Yang Construction.

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

  4. Concluded on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Kuo Yang Construction's ability to continue as a going concern. If we consider that material uncertainty exists in these matters or conditions, we are required to remind the users of the Individual Financial Statements to pay attention to relevant disclosure in the statements in their audit report, or revise the audit opinions when such disclosure is inappropriate. 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 Kuo Yang Construction to cease to continue as a going concern.

  5. Evaluated the overall expression, structure and content of the Individual Financial Statements (including related notes) and if these statements present fairly the related transactions and events.

  6. Obtained sufficient and appropriate proof for audit on the finances of the individual entities in Kuo Yang Construction to state our opinion on the Individual Financial Statements. We are responsible for the direction, supervision and performance of the individual audit. We remain solely responsible for the audit opinions of the Individual Financial Statements.

The CPAs' communications with the governance units include the planned scope and period of the audit and material finding in the audit (including significant defects identified in the internal control during auditing procedures).

We provided governance units with a statement assuring the personnel of our accounting firm who are subject to independent regulations had acted according to the ROC CPA Code of Professional Ethics to remain neutral and communicated with them about the all relations and other matters (including related preventive measures) that could affect the independence of the CPA.

~7~

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From the matters communicated with those charged with governance, the CPA determines matters that were of most significance in the audit of the 2021 Individual Financial Statements of Kuo Yang Construction for the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers Taiwan

Chun-Yuan Hsiao CPA

Fang-Yu Wang

Former Securities and Futures Bureau, Financial Supervisory Commission

No. of Approval Document: Jin-Guan-Zheng-6 No. 0960042326 Financial Supervisory Commission No. of Approval Document: Jin-Guan-Zheng-Shen No. 1030027246

March 21, 2022

~8~

Kuo Yang Construction Co., Ltd. Individual Balance Sheet December 31, 2021 and 2020

Unit: NT$1,000

Assets Assets Notes December 31, 2021 December 31, 2021 December 31, 2020 December 31, 2020
Amount % Amount %
1100
1110
1120
1150
1170
1200
1210
1220
130X
1410
1476
1479
11XX
1517
1550
1600
1755
1760
1840
1920
1980
1990
15XX
1XXX
Current assets
Cash and cash equivalents
Current financial assets at
fair value through profit or
loss
Current financial assets at
fair value through other
comprehensive income
Notes receivable, net
Accounts receivable, net
Other receivables
Other receivables - related
parties
Current income tax assets
Inventories
Prepayments
Other financial assets -
current
Other current assets - other
Total current assets
Non-current assets
Non-current financial assets
at fair value through other
comprehensive income
Investments recognized
under the equity method
Property, plant and
equipment
Right-of-use assets
Investment properties, net
Deferred income tax assets
Refundable deposits
Other financial assets - non
current
Other non-current assets -
other
Total non-current assets
Total assets
VI(I)
VI(II)
VI(III)
VI(IV)
VI(IV)
VII
VI(XXIV)
VI(V)(VI) and
VIII
VIII
VI(III)
VI(VII)
VIII
VI(VIII)
VI(IX) and VIII
VI(XXIV)
VIII
$ 2,082,508
14,803
309,592
50,628
453,191
280,408
60,975
11,628
9,111,433
213,841
1,209
37,093
12,627,309
234,385
3,097,318
30,459
58,747
61,672
13,737
139,653
48,335
54,383
3,738,689
$ 16,365,998
13
-
2
-
3
2
-
-
56
1
-
-
77
2
19
-
-
1
-
1
-
-
23
100
$ 4,611,385
20,608
378,534
41,072
224,982
424,171
154,395
332
8,807,578
516,132
187,750
67,428
15,434,367
800,164
2,584,005
34,250
78,330
62,821
-
79,938
48,334
102,655
3,790,497
$ 19,224,864
24
-
2
-
1
2
1
-
46
3
1
-
80
4
14
-
-
-
-
1
-
1
20
100

(Continued)

~9~

Kuo Yang Construction Co., Ltd. Individual Balance Sheet December 31, 2021 and 2020

Unit: NT$1,000
December 31, 2020
Amount
%
$ 3,193,962
17
1,318,768
7
952,160
5
58,281
-
808,296
4
3,434,106
18
33,004
-
20,348
-
83,316
1
9,902,241
52
63,147
-
1,613
-
1,195
-
65,955
-
9,968,196
52
3,800,000
20
627,683
3
856,070
4
3,456,890
18
516,025
3
9,256,668
48
$ 19,224,864
100
Unit: NT$1,000
December 31, 2020
Amount
%
$ 3,193,962
17
1,318,768
7
952,160
5
58,281
-
808,296
4
3,434,106
18
33,004
-
20,348
-
83,316
1
9,902,241
52
63,147
-
1,613
-
1,195
-
65,955
-
9,968,196
52
3,800,000
20
627,683
3
856,070
4
3,456,890
18
516,025
3
9,256,668
48
$ 19,224,864
100
Liabilities and Equity Notes December 31, 2021 December 31, 2020
Amount % Amount %
2100
2110
2130
2150
2170
2219
2230
2280
2399
21XX
2580
2645
2670
25XX
2XXX
3110
3200
3310
3350
3400
3XXX
3X2X
Current liabilities
Short-term borrowings
Short-term notes and bills
payable
Contract liabilities - current
Notes payable
Accounts payable
Other payables - other
Current income tax
liabilities
Lease liabilities - current
Other current liabilities -
other
Total current liabilities
Non-current liabilities
Lease liabilities -
non-current
Deposits received
Other non-current liabilities
- other
Total non-current
liabilities
Total liabilities
Equity
Share capital
Capital stock - common
Capital surplus
Capital surplus
Retained earnings
Legal reserve
Undistributed earnings
Other equity
Other equity
Total equity
Commitment and
contingencies
Significant events after the
balance sheet date
Total liabilities and equity
VI(X)
VI (X1)
VI (X7)
VI (X3)
VI (XX4)
VI (X3)
VI (X4)
VI (X5)
VI(XVI)
9
X1
$ 4,125,766
954,728
868,648
244,653
369, 164
212,621
210,648
20,523
82,955
7,089,706
43,212
2,458
1,220
46,890
7,136,596
3,800,000
627,683
988,010
3,823,726
(
10,017
)
9,229,402
$ 16,365,998
25
6
6
2
2
1
1
-
1
44
-
-
-
-
44
23
4
6
23
-
56
100
$ 3,193,962
1,318,768
952,160
58,281
808,296
3,434,106
33,004
20,348
83,316
9,902,241
63,147
1,613
1,195
65,955
9,968,196
3,800,000
627,683
856,070
3,456,890
516,025
9,256,668
$ 19,224,864
17
7
5
-
4
18
-
-
1
52
-
-
-
-
52
20
3
4
18
3
48
100

The accompanying notes are an integral part of these individual financial statements.

Chairman: Tzu-Kuan Lin Manager: Shao-Ling Peng Accounting Manager: Cheng-I Wang

~10~

Kuo Yang Construction Co., Ltd.

Individual Statements of Comprehensive Income December 31, 2021 and 2020

Unit: NT$1,000

Item Notes 2021 2020
Amount % Amount %
4000
5000
5900
6100
6200
6000
6900
7100
7010
7020
7050
7070
7000
7900
7950
8200
8311
8316
8330
8310
8361
8380
8360
8500
9750
9850
Operating revenue
Operating costs
Operating profit
Operating expenses
Promotion expenses
Administrative expenses
Total operating expenses
Operating profit
Non-operating income and expenses
Interest income
Other income
Other profits and losses
Finance costs
Share of profit or loss of subsidiaries,
affiliates, and joint ventures recognized
under the equity method
Total non-operating income and
expenses
Pre-tax profit
Income tax expenses
Net profit of the term
Other comprehensive income
Components of other comprehensive
income that will not be reclassified to
profit or loss
Remeasurements of defined benefit
plan
Unrealized gains (losses) from
investments in equity instruments
measured at fair value through other
comprehensive income
Share of other comprehensive profit or
loss of subsidiaries, affiliates, and joint
ventures recognized under the equity
method - components that will not be
reclassified to profit or loss
Total components of other
comprehensive income that will not
be reclassified to profit or loss
Components that may be reclassified to
profit or loss
Exchange differences on translation of
foreign financial statements
Share of other comprehensive profit or
loss of subsidiaries, affiliates, and joint
ventures recognized under the equity
method - components that may be
reclassified to profit or loss
Total components that may be
reclassified to profit or loss
Total comprehensive income
Basic earnings per share
Basic earnings per share
Diluted earnings per share
Diluted earnings per share
VI(XVII)
VI(XXII)
(XXIII)
VI(XXII)
(XXIII)
VI(XVIII)
VI(XIX)
VI(XX)
VI(XXI)
VI(VII)
VI(XXIV)
VI(XII)
VI(XXV)
VI(XXV)
$ 4,527,439
100
(
3,317,388
)
( 73
)
1,210,051
27
(
123,520 )
(
3)
(
229,471
)
(
5
)
(
352,991
)
(
8
)
857,060
19
6,273
-
43,781
1
(
11,956 )
-
(
32,084 )
(
1)
293,759
7
299,773
7
1,156,833
26
(
174,682
)
(
4
)
$ 982,151
22
$ -
-
(
232,204 )
(
5)
(
17,131
)
(
1
)
(
249,335
)
(
6
)
(
113 )
-
31
-
(
82
)
-
$ 732,734
16
$ 2.58
$ 2.58
$ 13,789,342
100
(
8,155,708
)
( 59
)
5,633,634
41
(
149,249 )
(
1)
(
289,919
)
(
3
)
(
439,168
)
(
4
)
5,194,466
37
54,577
-
59,362
1
743
-
(
41,767 )
-
(
107,719
)
(
1
)
(
34,804
)
-
5,159,662
37
(
216,523
)
(
1
)
$ 4,943,139
36
$ 578
-
445,523
3
(
8,697
)
-
437,404
3
(
156 )
-
6
-
(
150
)
-
$ 5,380,393
39
$ 7.58
$ 7.57

Chairman: Tzu-Kuan Lin

The accompanying notes are an integral part of these individual financial statements. Manager: Shao-Ling Peng

Accounting Manager: Cheng-I Wang

~11~

Kuo Yang Construction Co., Ltd. Individual Statements of Changes in Equity January 1 to December 31, 2021 and 2020

Unit: NT$1,000

2020
Balance as of January 1, 2020
Net profit of the term
Other comprehensive income for the
period
Total comprehensive income
Earnings appropriation and distribution:
Allocation to legal reserve
Cash dividends
Cash refunded in capital reduction
Disposal of equity instruments in other
comprehensive income measured at fair
value through profit and loss
Balance as of December 31, 2020
2021
Balance as of January 1, 2021
Net profit of the term
Other comprehensive income for the
period
Total comprehensive income
Earnings appropriation and distribution:
Allocation to legal reserve
Cash dividends
Disposal of equity instruments in other
comprehensive income measured at fair
value through profit and loss
Balance as of December 31, 2021
Notes Capital stock -
common
Capital surplus Retained earnings Retained earnings Retained earnings Other equity Other equity Other equity Total equity
Legal reserve Undistributed
earnings
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
VI(XVI)
VI(XV)
VI(XIII)
VI(XVI)
VI(XV)
VI(III)
$ 6,965,825
-
-
-
-
-
(
3,165,825 )
-
$ 3,800,000
$ 3,800,000
-
-
-
-
-
-
$ 3,800,000
$ 627,683
-
-
-
-
-
-
-
$ 627,683
$ 627,683
-
-
-
-
-
-
$ 627,683
$ 372,395
-
-
-
483,675
-
-
-
$ 856,070
$ 856,070
-
-
-
131,940
-
-
$ 988,010
$ 130,048
4,943,139
578
4,943,717
(
483,675 )
(
1,149,361 )
-
16,161
$ 3,456,890
$ 3,456,890
982,151
-
982,151
(
131,940 )
(
760,000 )
276,625
$ 3,823,726



$ 22,266
-
(
150 )
(
150 )
-
-
-
-
$ 22,116
$ 22,116
-
(
82 )
(
82 )
-
-
-
$ 22,034
$ 73,244
-
436,826
436,826
-
-
-
(
16,161
)
$ 493,909
$ 493,909
-
(
249,335 )
(
249,335 )
-
-
(
276,625
)
($ 32,051 )



$ 8,191,461
4,943,139
437,254
5,380,393
-
(
1,149,361 )
(
3,165,825 )
-
$ 9,256,668
$ 9,256,668
982,151
(
249,417
)
732,734
-
(
760,000 )
-
$ 9,229,402

The accompanying notes are an integral part of these individual financial statements.

Chairman: Tzu-Kuan Lin

Manager: Shao-Ling Peng

Accounting Manager: Cheng-I Wang

~12~

Kuo Yang Construction Co., Ltd. Individual Cash Flow Statement January 1 to December 31, 2021 and 2020

Cash Flows from Operating Activities
Net profit before tax of the current period
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortization cost
Interest expenses
Interest income
Dividend income
Share of profit (loss) of affiliates and joint ventures recognized
under the equity method
Net gains on financial assets at fair value through profit or loss
Gains on disposal of investments
Changes in operating assets and liabilities
Changes in operating assets
Notes receivable, net
Accounts receivable, net
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Intangible assets
Net defined benefit assets
Other non-current assets
Changes in operating liabilities
Contract liabilities
Notes payable
Other payables
Accounts payable
Other current liabilities
Cash inflow generated from operations
Interest received
Interest paid
Dividends received
Income tax paid
Net cash from operating activities
Cash Flows from Investing Activities
Acquisition of current financial assets at fair value through profit or loss
Disposal of current financial assets at fair value through profit or loss
Acquisition of current financial assets at fair value through other
comprehensive income
Disposal of current financial assets at fair value through other
comprehensive income
Acquisition of payments for investments recognized under the equity
method - subsidiaries
Acquisition of payments for investments recognized under the equity
method - affiliates
Acquisition of property, plant and equipment
Decrease (or increase) in guarantee deposits
Acquisition of non-current financial assets at fair value through other
comprehensive income
Net cash inflow (outflow) from investing activities
Cash Flows from Financing Activities
Increase (decrease) in short-term loans
Decrease in short-term notes and bills payable
Repayments of lease liabilities
Increase (decrease) in guarantee deposits received
Cash dividends paid
Cash refunded in capital reduction
Net cash outflow from financing activities
(Decrease) increase in cash and cash equivalents for the current period
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Unit: NT$1,000
Notes
2021
2020
$ 1,156,833
$ 5,159,662
VI(XXII)
24,523
24,142
VI(XXII)
234
178
VI(XXI)
32,084
41,767
VI(XIX)
(
6,273 )
(
54,577 )
VI(XIX)
(
26,209 )
(
40,055 )
VI(VII)
(
293,759 )
107,719
VI(XX)
(
703 )
(
555 )
VI(XX)
-
(
358 )
(
9,556 )
20,676
(
228,209 )
(
209,174 )
143,763
(
72,205 )
93,419
9,798
(
241,065 )
3,917,914
289,300
(
241,295 )
216,876
113,272
(
245 )
(
177 )
-
6,854
48,282
3,810
(
83,512 )
(
35,142 )
186,372
(
570 )
(
34,478 )
195,787
(
439,132 )
342,144
(
361
)
59,475
828,184
9,349,090
6,273
54,577
(
116,031 )
(
129,617 )
90,369
40,055
(
9,079
)
(
183,141
)
799,716
9,130,964
(
25,000 )
(
10,000 )
31,508
15,358
(
397,605 )
(
851,638 )
521,651
528,140
VII
-
(
700,000 )
VII
(
22,456 )
(
480,000 )
-
(
2,853 )
(
59,715 )
28,580
-
(
183,765
)
48,383
(
1,656,178
)
VI(XXVI)
931,804
(
2,135,752 )
VI(XXVI)
(
364,040 )
(
711,356 )
VI(XXVI)
(
19,760 )
(
19,362 )
VI(XXVI)
845
(
1,647 )
VI(XV)(XXVI)
(
760,000 )
(
1,149,361 )
VI(XIII)
(
3,165,825
)
-
(
3,376,976
)
(
4,017,478
)
(
2,528,877 )
3,457,308
4,611,385
1,154,077
$ 2,082,508
$ 4,611,385
Unit: NT$1,000
Notes
2021
2020
$ 1,156,833
$ 5,159,662
VI(XXII)
24,523
24,142
VI(XXII)
234
178
VI(XXI)
32,084
41,767
VI(XIX)
(
6,273 )
(
54,577 )
VI(XIX)
(
26,209 )
(
40,055 )
VI(VII)
(
293,759 )
107,719
VI(XX)
(
703 )
(
555 )
VI(XX)
-
(
358 )
(
9,556 )
20,676
(
228,209 )
(
209,174 )
143,763
(
72,205 )
93,419
9,798
(
241,065 )
3,917,914
289,300
(
241,295 )
216,876
113,272
(
245 )
(
177 )
-
6,854
48,282
3,810
(
83,512 )
(
35,142 )
186,372
(
570 )
(
34,478 )
195,787
(
439,132 )
342,144
(
361
)
59,475
828,184
9,349,090
6,273
54,577
(
116,031 )
(
129,617 )
90,369
40,055
(
9,079
)
(
183,141
)
799,716
9,130,964
(
25,000 )
(
10,000 )
31,508
15,358
(
397,605 )
(
851,638 )
521,651
528,140
VII
-
(
700,000 )
VII
(
22,456 )
(
480,000 )
-
(
2,853 )
(
59,715 )
28,580
-
(
183,765
)
48,383
(
1,656,178
)
VI(XXVI)
931,804
(
2,135,752 )
VI(XXVI)
(
364,040 )
(
711,356 )
VI(XXVI)
(
19,760 )
(
19,362 )
VI(XXVI)
845
(
1,647 )
VI(XV)(XXVI)
(
760,000 )
(
1,149,361 )
VI(XIII)
(
3,165,825
)
-
(
3,376,976
)
(
4,017,478
)
(
2,528,877 )
3,457,308
4,611,385
1,154,077
$ 2,082,508
$ 4,611,385
Unit: NT$1,000
Notes
2021
2020
$ 1,156,833
$ 5,159,662
VI(XXII)
24,523
24,142
VI(XXII)
234
178
VI(XXI)
32,084
41,767
VI(XIX)
(
6,273 )
(
54,577 )
VI(XIX)
(
26,209 )
(
40,055 )
VI(VII)
(
293,759 )
107,719
VI(XX)
(
703 )
(
555 )
VI(XX)
-
(
358 )
(
9,556 )
20,676
(
228,209 )
(
209,174 )
143,763
(
72,205 )
93,419
9,798
(
241,065 )
3,917,914
289,300
(
241,295 )
216,876
113,272
(
245 )
(
177 )
-
6,854
48,282
3,810
(
83,512 )
(
35,142 )
186,372
(
570 )
(
34,478 )
195,787
(
439,132 )
342,144
(
361
)
59,475
828,184
9,349,090
6,273
54,577
(
116,031 )
(
129,617 )
90,369
40,055
(
9,079
)
(
183,141
)
799,716
9,130,964
(
25,000 )
(
10,000 )
31,508
15,358
(
397,605 )
(
851,638 )
521,651
528,140
VII
-
(
700,000 )
VII
(
22,456 )
(
480,000 )
-
(
2,853 )
(
59,715 )
28,580
-
(
183,765
)
48,383
(
1,656,178
)
VI(XXVI)
931,804
(
2,135,752 )
VI(XXVI)
(
364,040 )
(
711,356 )
VI(XXVI)
(
19,760 )
(
19,362 )
VI(XXVI)
845
(
1,647 )
VI(XV)(XXVI)
(
760,000 )
(
1,149,361 )
VI(XIII)
(
3,165,825
)
-
(
3,376,976
)
(
4,017,478
)
(
2,528,877 )
3,457,308
4,611,385
1,154,077
$ 2,082,508
$ 4,611,385
Notes 2021 2020
VI(XXII)
VI(XXII)
VI(XXI)
VI(XIX)
VI(XIX)
VI(VII)
VI(XX)
VI(XX)
VII
VII
VI(XXVI)
VI(XXVI)
VI(XXVI)
VI(XXVI)
VI(XV)(XXVI)
VI(XIII)
$ 1,156,833
24,523
234
32,084
(
6,273 )
(
26,209 )
(
293,759 )
(
703 )
-
(
9,556 )
(
228,209 )
143,763
93,419
(
241,065 )
289,300
216,876
(
245 )
-
48,282
(
83,512 )
186,372
(
34,478 )
(
439,132 )
(
361
)
828,184
6,273
(
116,031 )
90,369
(
9,079
)
799,716
(
25,000 )
31,508
(
397,605 )
521,651
-
(
22,456 )
-
(
59,715 )
-
48,383
931,804
(
364,040 )
(
19,760 )
845
(
760,000 )
(
3,165,825
)
(
3,376,976
)
(
2,528,877 )
4,611,385
$ 2,082,508
$ 5,159,662
24,142
178
41,767
(
54,577 )
(
40,055 )
107,719
(
555 )
(
358 )
20,676
(
209,174 )
(
72,205 )
9,798
3,917,914
(
241,295 )
113,272
(
177 )
6,854
3,810
(
35,142 )
(
570 )
195,787
342,144
59,475
9,349,090
54,577
(
129,617 )
40,055
(
183,141
)
9,130,964
(
10,000 )
15,358
(
851,638 )
528,140
(
700,000 )
(
480,000 )
(
2,853 )
28,580
(
183,765
)
(
1,656,178
)
(
2,135,752 )
(
711,356 )
(
19,362 )
(
1,647 )
(
1,149,361 )
-
(
4,017,478
)
3,457,308
1,154,077
$ 4,611,385

The accompanying notes are an integral part of these individual financial statements.

Chairman: Tzu-Kuan Lin Manager: Shao-Ling Peng Accounting Manager: Cheng-I Wang

~13~

Kuo Yang Construction Co., Ltd. Notes to Individual Financial Statements

2021 and 2020

Unit: NT$1,000 (Unless specified otherwise)

I. Company history

Kuo Yang Construction Co., Ltd. (hereinafter referred to as the "Company") was established in June 1972. The Company is engaged in the construction of public housing and the lease and sales of commercial residential buildings, industrial plants, and commercial buildings. The Company has been listed on the Taiwan Stock Exchange since November 14, 1979.

II. Date and procedures of approval of the financial statements

The Individual Financial Report was released with the approval of the Board of Directors on March 21, 2022.

III. Application of new standards, amendments and interpretations

(I) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards as endorsed by the Financial Supervisory Commission (hereinafter referred to as the "FSC").

  1. New, revised, and amended standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
New, Revised or Amended Standards and
Interpretations
Effective date by
International
Accounting Standards
Board
Amendments to IFRS 4 "Extension of the Temporary
Exemption from Applying IFRS 9"
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and
IAS 16, "Interest Rate Benchmark Reform - Phase 2"
Amendments to IFRS 16 "COVID-19-Related Rent
Concessions beyond 30 June 2021"
January 01, 2021
January 1, 2021
April 1, 2021 (Note)

Note: The FSC approved advanced adoption starting from January 1, 2021.

  1. The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.

~14~

  • (II) Effects of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company

  • New, revised, and amended standards, interpretations and amendments endorsed by the FSC effective from 2022 are as follows:

New, Revised or Amended Standards and
Interpretations
Effective date by
International
Accounting Standards
Board
Amendments to IFRS 3, "Conceptual Framework"
Amendments to IAS 16, "Property, Plant and
Equipment — Proceeds before Intended Use"
Amendments to IAS 37, "Onerous Contracts — Cost
of Fulfilling a Contract"
Annual Improvements to IFRSs 2018-2020 Cycle
January 1, 2022
January 1, 2022
January 1, 2022
January 1, 2022
  1. The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.

  2. (III) IFRSs issued by International Accounting Standards Board (IASB) but not yet endorsed by the FSC

  3. New, revised, and amended IFRSs and interpretations issued by IASB but not yet endorsed by the FSC are as follows:

New, Revised or Amended Standards and
Interpretations
Effective date by
International
Accounting Standards
Board
Amendments to IFRS 10 and IAS 28, "Sale or
Contribution of Assets between an Investor and its
Associate or Joint Venture"
IFRS 17, "Insurance Contracts"
Amendment to IFRS 17, "Insurance Contracts"
Amendments to IFRS 17 "Initial Application of IFRS
17 and IFRS 9—Comparative Information"
Amendments to IAS 1, "Classification of Liabilities as
Current or Non-current"
Amendment to IAS 1, "Accounting Policy Disclosure"
Amendments to IAS 8, "Definition of Accounting
Estimates"
Amendments to IAS 12, "Deferred Tax related to
Assets
and
Liabilities
arising
from
a
Single
Transaction"
To be determined by
IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2023
  1. The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.

~15~

IV. Summary of significant accounting policies

The material accounting policies applied in the preparation of the Individual Financial Report are summarized as follows: Except as stated otherwise, such policies have been consistently applied to all the periods presented.

(I) Statement of compliance

The individual financial statements have been prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers".

(II) Basis of preparation

  1. Except for the following items, these individual financial statements have been prepared under the historical cost convention:

  2. (1) Financial assets at fair value through profit or loss.

  3. (2) Financial assets at fair value through other comprehensive income.

  4. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the individual financial statements are disclosed in Note 5.

(III) Foreign currency translation

Items included in the individual financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (i.e., the "functional currency"). The Individual Financial Report is presented in NTD which is the Company's functional currency.

  1. Foreign currency transactions and balances

  2. (1) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at 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.

  3. (2) Monetary assets and liabilities denominated in foreign currencies are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognized in profit or loss in the period in which they arise.

  4. (3) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss in the period in which they arise. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However,

~16~

non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • (4) All other foreign exchange gains and losses are presented in the statement of comprehensive income within "other gains and losses" based on the nature of the transactions.

  • Translation of foreign operations

  • (1) The operating results and financial position of the Company, subsidiaries, and affiliates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

    • A. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;

    • B. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and

    • C. All resulting exchange differences are recognized in other comprehensive income.

  • (2) When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.

(IV) Classification of current and non-current items

The Company engages in commissioned construction of buildings or plants for sale with business cycles which are generally more than 1 year. Assets and liabilities related to the construction business are classified as current or non-current based on the business cycle. The standards for the classification of current and non-current accounts are as follows:

  1. Assets that meet one of the following criteria are classified as current assets:

  2. (1) Assets arising from operating activities that are expected to be realized, or are intended to be sold or consumed within the normal operating cycle;

  3. (2) Liabilities arising mainly from trading activities;

  4. (3) Assets that are expected to be realized within twelve months from the balance sheet date; or

  5. (4) Cash, excluding restricted cash and cash equivalents and those that are to be exchanged or used to pay off liabilities more than twelve months after the balance sheet date.

Assets not meeting the above criteria are classified by the Company as non-current assets.

  1. Liabilities that meet one of the following criteria are classified as current

~17~

liabilities:

  • (1) Liabilities that are expected to be paid off within the normal operating cycle;

  • (2) Liabilities arising mainly from trading activities;

  • (3) Liabilities that are to be paid off within twelve months from the balance sheet date; or

  • (4) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Liabilities not meeting the above criteria are classified by the Company as non-current assets.

(V) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 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.

(VI) Financial assets at fair value through profit or loss

  1. Financial assets at fair value through profit or loss are financial assets that are not measured at amortized cost or fair value through other comprehensive income.

  2. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognized and derecognized using transaction date accounting.

  3. Financial assets at fair value through profit or loss are initially recognized at fair value. Related transaction costs are expensed in profit or loss. These financial assets are subsequently measured and stated at fair value, and any changes in the fair value of these financial assets are recognized in profit or loss.

  4. The Company recognizes the dividend income in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

(VII) Financial assets at fair value through other comprehensive income

  1. The Company may make irrevocable election at initial recognition to recognize the changes in fair value in other comprehensive income for the investments in equity instruments that are not held for trading.

  2. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive profit or loss are recognized and derecognized using transaction date accounting.

  3. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value:

~18~

The changes in fair value of equity instruments are recognized in other comprehensive income. The cumulative gain or loss previously recognized in other comprehensive income shall be recorded to retained earnings and not be reclassified to profit or loss upon the derecognition. The Company recognizes the dividend income in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.

(VIII) Accounts and notes receivable

  1. Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.

  2. The short-term accounts and notes receivable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(IX) Impairment of financial assets

For debt instruments measured at fair value through other comprehensive income and financial assets at amortized cost at each balance sheet date, the Company recognizes the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognizes the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information (including forecasts). On the other hand, the Company recognizes the impairment provision for lifetime ECLs for accounts receivable or contract assets containing a significant financing component.

(X) Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.

(XI) Lease transaction as a lessor - rent receivable/operating leases

Lease income from an operating lease (net of any incentives given to the lessee) is recognized in profit or loss on a straight-line basis over the lease term.

(XII) Inventories

  1. Inventories include construction land, houses and land under construction, and houses and land to be sold which are initially recorded at cost. Construction profit and loss is recognized based on the completed-contract method. Construction land is listed as houses and land under construction when they are under active development. The related interest expenses are capitalized in the period from active development or commencement of construction till the completion of construction.

  2. Inventories at the end of the period is measured based on the cost and net realizable value, whichever is lower. The item-by-item approach is used in applying the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and applicable variable expenses.

(XIII) Investments/subsidiaries and affiliates recognized under the equity method

~19~

  1. "Subsidiaries" are all entities controlled by the Company. The Company controls an entity when the 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.

  2. Inter-company transactions, balances and unrealized gains or losses on transactions between the Company and subsidiaries are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  3. The Company's share of its affiliates' 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 Company's share of losses of a subsidiary equals or exceeds its interest in that subsidiary, the Company shall continue to recognize losses based on the shareholding percentage.

  4. Affiliates are all entities over which the Company has significant influence but not 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 rights of the investee. Investments in affiliates are accounted for through the equity method and are initially recognized at cost.

  5. The Company's share of its affiliates' 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 Company's share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the affiliate.

  6. When changes in an affiliate's equity do not arise from profit or loss or other comprehensive income of the affiliate and such changes do not affect the Company's ownership percentage of the affiliate, the Company recognizes change in ownership interests in the affiliate in "capital surplus" in proportion to its ownership.

  7. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company's interest in the affiliates. Unrealized losses are also eliminated unless evidence of an impairment of the asset transferred in the transaction is provided. Accounting policies of affiliates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  8. When the Company disposes its investment in an affiliate and loses significant influence over this affiliate, the amounts previously recognized in other comprehensive income in relation to the affiliate are reclassified to profit or loss, on the same basis as would be required if the Company directly disposed of relevant assets or liabilities. It means that profit or loss previously recognized in other consolidated profit or loss shall be reclassified as profit or loss when related assets or liabilities are disposed of. When the Company loses material influence over this affiliate, the profit and loss shall be transferred from equity and reclassified as profit or loss. If it retains significant influence over this affiliate, the amounts previously recognized in other comprehensive income in relation to the affiliate are reclassified to profit or loss proportionately in

~20~

accordance with the aforementioned approach.

  1. Pursuant to the "Regulations Governing the Preparation of Financial Reports by Securities Issuers", the current-period profit and loss and other consolidated profit or loss in the individual financial statements shall be the same as the current profit or loss in the individual financial statements and the amortized amount in the other consolidated profit or loss attributable to owners of parent company. The equity attributable to owners of the Company in the individual financial statements shall be equal to the equity attributable to owners of the parent company in the consolidated financial statements.

(XIV) Joint operations

With regard to equity in joint operations, the Company recognizes the direct rights (and its share) of the assets, liabilities, income, and expenses from joint operations, and has included them in the applicable accounts of the Financial Report.

(XV) Property, plant and equipment

  1. Property and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.

  2. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.

  3. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.

  4. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, "Accounting policies, changes in accounting estimates and errors", from the date of the change. The estimated useful life of real property is 50 years and the useful life of other assets is 3-5 years.

(XVI) Lease transaction as a lessee - right-of-use assets/lease liabilities

  1. The Company recognizes lease assets as right-of-use assets and lease liabilities at the commencement date of the lease. For short-term leases or leases of low value assets, lease payments are recognized as expenses using the straight-line method during the lease term.

  2. On the commencement date, the Company measures lease liabilities by the present value of outstanding lease payments, using the Company's incremental borrowing rate. Lease payments include

  3. (1) Fixed payments less any lease incentives receivable; and

  4. (2) Variable lease payments determined by changes in an index or rate.

~21~

In subsequent periods, the Company measures lease liabilities at amortized cost using the effective interest method and recognizes interest expense during the lease term. If the lease term or lease payment is changed due to reasons other than amendments to the lease contracts, the Company will remeasure the lease liabilities. The remeasurement amount is then recognized as an adjustment to the right-of-use assets.

  1. Lease liabilities are recognized at cost on the starting date of the lease. The cost includes:

  2. (1) the original measurement amount of the lease liabilities;

  3. (2) any lease payments made on or before the commencement date;

  4. (3) any original direct cost incurred; and

  5. (4) Estimated cost for the dismantling and removal of the asset and the restoration of its location, or the estimated cost for the restoration of conditions specified in the lease criteria and conditions.

The right-of-use assets are subsequently measured by adopting the cost model. The Company depreciates the right-of-use assets at the earlier of the right-of-use assets' useful life or the end of lease term. When a lease liability is reassessed, the right-of-use asset is adjusted for any remeasurements of the lease liability.

(XVII) Investment properties

An investment property is measured initially at its cost and subsequently measured under the cost approach. Except for land, the depreciation is recognized on a straight-line basis over a useful life of 30 to 60 years.

(XVIII) Intangible assets

Intangible assets include computer software which is recognized at acquisition cost and amortized on a straight-line basis over its estimated useful life of 3 years.

(XIX) Impairment of non-financial assets

The Company assesses at each balance sheet date the recoverable amounts of those assets where there are any impairment indications. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortized historical cost would have been if the impairment had not been recognized.

(XX) Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.

(XXI) Accounts and notes payable

  1. Accounts payable are the liabilities for purchases of raw materials, goods, or services, and notes payable generated from operations and those not

~22~

generated from operations.

  1. The short-term accounts and notes payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.

(XXII) Financial guarantee contracts

Financial guarantee contracts are contracts for which the Company must pay specific benefits to reimburse the holder of debt instruments for losses incurred when a specific debtor is unable to repay its debts upon maturity in accordance with the terms of the original or modified debt instrument. At initial recognition, the Company measures the financial guarantee contracts at fair value. The Company subsequently measures them based on the impairment provision for the expected credit losses and recognized cumulative earnings, whichever is higher.

(XXIII) Employee benefits

  1. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for that service, and shall be recognized as expenses when the employees have rendered service.

  1. Pension

Defined contribution plans

For defined contribution plans, the contributions shall be recognized as pension expenses when they are due on an accrual basis. Prepaid contributions shall be recognized that excess as an asset to the extent that the prepayment will lead to a cash refund or a reduction in the future payments.

  1. Employees’ remuneration and directors' remuneration

Employees’ remuneration and directors’ remuneration are recognized as expense and liabilities, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employees' remuneration is distributed by shares, the Company calculates the number of shares based on the closing price at the previous day of the Board of Directors' resolution.

(XXIV) Income tax

  1. The tax expense for the period comprises current and deferred tax. Tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or items recognized directly in equity, in which cases the tax is recognized in other comprehensive income or equity.

  2. The current income tax expense is calculated on the basis of the tax laws enacted as of the balance sheet date in the countries where the Company operates and generates taxable income. The income tax is levied on the unappropriated retained earnings and is recorded as income tax expense for the year after the shareholders' meeting passes the earnings distribution

~23~

proposal in the following year.

  1. Deferred income tax is recognized, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the individual balance sheet. The deferred income tax is not accounted if it arises from initial recognition of an asset or liability in a transaction (excluding business mergers) that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and affiliates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

  2. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. At each balance sheet date, unrecognized and recognized deferred income tax assets are reassessed.

  3. Current income tax assets and liabilities are offset and the net amount is reported in the balance sheet when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. Deferred income tax assets and liabilities are offset on the balance sheet when the entity has the legally enforceable right to offset current tax assets against current tax liabilities and they are levied by the same taxation authority on either the same entity or different entities that intend to settle on a net basis or realize the asset and settle the liability simultaneously.

(XXV) Dividends

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.

(XXVI) Revenue recognition

Land development and real property sales

  1. The Company operates land development and real property sales. Revenue is recognized when the control of the real property is transferred to customers. For contracts for the sale of residential properties, the real property has no other use to the Company due to contract restrictions. However, the Company has an enforceable right to the contract payments only when the legal title or use of the real estate is transferred to the customer. Therefore, revenue is recognized when the legal title or use is transferred to the customer.

  2. Some of the Company's sales contracts include variable consideration for price reduction and the Company uses the expected or most probable amount as the appropriate estimated value for variable consideration.

  3. The Company has included customers' advance payments in the contracts for pre-sales houses, and the period between the advanced payment and the

~24~

transfer of the control of the product is longer than one year. According to IFRS 15, if the Company determines that there are material financial compositions in the individual contracts for pre-sales houses, it is required to adjust the pledged consideration and recognize interest expenses. IFRS 15 also states that companies should consider the materiality of financial components only at the level of the contract and not at the level of the portfolio when determining whether a financial loan is material.

V. Significant accounting judgments, estimates and main uncertainty assumptions

The preparation of these consolidated financial statements requires management to make critical judgments in applying the Company's accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Refer to the explanation on significant accounting judgments, estimates, and uncertainty assumptions below. Such assumptions and estimates have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(I) Critical judgments in applying accounting policies

None.

  • (II) Critical accounting estimates and assumptions

Evaluation of inventories

As inventories are stated at the lower of cost and net realizable value, the Company must determine the net realizable value of inventories on balance sheet date using judgments and estimates. The management of the Company mainly uses past experience and estimates of future market sales value as the basis for estimation. Therefore, there may be significant changes.

The Company's inventory information as of December 31, 2021 is detailed in Note 6 (5).

VI. Details of significant accounts (I) Cash and cash equivalents

Cash on hand and working capital
Demand deposits
Cheque deposits
Time deposits
December 31,2021 December 31,2020
$ 3,802
2,073,687
79
4,940
$ 2,082,508
$ 66,581
4,544,725
79
-
$ 4,611,385
  1. The Company transacts with a variety of financial institutions with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  2. The Company's revenue from pre-sales placed in a trust account is limited in use and the limitations are recognized in "other financial assets". Please refer to Note 8.

(II) Current financial assets at fair value through profit or loss

~25~

Mandatory
measurement
of
financial assets at fair value
through profit or loss
Beneficiary certificates
Valuation adjustment
December 31,2021 December 31,2020
( $ 15,000

197
)
$ 14,803
$ 20,000
608
$ 20,608
  1. The Company recognized net gain (loss) of $703 and $913 within financial assets at fair value through profit or loss for 2021 and 2020 based on the financial assets at fair value through profit or loss.

  2. The Company has no financial assets at fair value through profit or loss pledged to others.

(III) Financial assets at fair value through other comprehensive income

Current items
Listed stocks
Valuation adjustment
Non-current items
Stocks no listed on the TWSE,
TPEx, or emerging stocks
Valuation adjustment
December 31,2021 December 31,2020
( $ 354,064

44,472
)
$ 309,592
$ 198,276
36,109
$ 234,385
( $ 425,638

47,104
)
$ 378,534
$ 334,622
465,542
$ 800,164
  1. The Company opted to classify strategic investments and investments in equity instruments with stable dividend payments as financial assets at fair value through profit or loss. The fair value of such investments as of December 31, 2021 and 2020 were $543,977 and $1,178,698, respectively.

  2. Based on the Company's financial plans for 2021 and 2020, the Company disposed of shares of listed companies with a fair value of $521,651 and $528,140 in 2020. The cumulative gains from disposal totaled $52,472 and $16,161.

  3. The Company acquired the shares of Hanshin Department Store Co., Ltd. (hereinafter referred to as "Hanshin Department Store") from a related party in January 2021. As the Company's cumulative shareholding in the company has exceeded 20% and it gains significant influence over said company, the investment is recognized as an investment on equity method based on its fair value, and the cumulative profits are recognized as retained earnings. Please refer to Note 6 (7) and Note 7 (2) 8.

  4. Amounts recognized in other comprehensive income in relation to the financial assets at fair value in income and other comprehensive income are listed below:

~26~

Changes in fair value recognized
in other comprehensive income
Changes in fair value
recognized in other
comprehensive income
Cumulative gains (losses)
converted to retained earnings
due to derecognition
2021 2020
( $ 232,204
)
$ 256,092
$ 445,523
$ 16,161
  1. The Company has no financial assets at fair value through other comprehensive profit or loss pledged to others.

(IV) Notes and accounts receivable

Notes receivable
Accounts receivable
Minus: Allowance for doubtful
accounts
December 31,2021 December 31,2020
$ 50,628
453,191
-
$ 503,819
$ 41,072
224,982
-
$ 266,054
  1. The Company has no notes and accounts receivable pledged to others.

  2. As of December 31, 2021, December 31, 2020 and January 1, 2020, the balance of the Company's accounts receivable (including notes receivable) were $503,395, $266,027, and $76,558, respectively.

  3. If the collaterals held or other credit enhancement tools are disregarded, the amount that best represents the Company's maximum exposure to credit risk for notes and accounts receivable as of December 31, 2021 and 2020 is the carrying amount of the notes and accounts receivable in each period.

  4. The aforementioned notes and accounts receivable are notes and accounts that are not past due or impaired.

  5. Please refer to Note 12 (2) for relevant credit risk information.

(V) Inventories

Houses and land held for sale
Beautiful Tree Hall
Tien Chen
Kuo Yan Project
Kuo Yang The Green Place
Project (Taiwan Sugar Annan
Project)
South Manor Project (Wenshan
Gongxun Section Project)
Kuo Yang Silicon Valley (Xizhi
Gongjian Section Project)
Good morning, Kuo Yang
December 31,2021 December 31,2020
$ 910
-
1,291,935
1,351,048
10,083
1,262
1,684,924
$ 910
9,741
1,416,430
2,587,146
156,625
-
-

~27~

Phase 1 (Keelung Tiaohe
Section Project)
Minus: Allowance for valuation
losses
(
Houses
and
land
under
construction
Kuo Yang The Green Place
Project (Taiwan Sugar Annan
Project)
Kuo Yang Silicon Valley (Xizhi
Gongjian Section Project)
Good morning, Kuo Yang
Phase 2 (Keelung Tiaohe
Section Project)
Good morning, Kuo Yang
Phase 1 (Keelung Tiaohe
Section Project)
Neihu Jiuzong Section
Minus: Allowance for valuation
losses
4,340,162
422,723
)
3,917,439
43,940
-
318,249
-
1,596,699
1,958,888
-
1,958,888
( 4,170,852

573,205
)
3,597,647
42,180
1,445,665
-
1,601,961
1,074,684
4,164,490

1,267
)
4,163,223
(
Land for construction and others
Zhudong Project
Beitou Guangming Section
Minquan East Road Project
Jilin Urban Renewal Project
Jingmei Section
Ren'ai Urban Renewal Project
Guanghua Section
Kaohsiung Yunwen Section
Tucheng Section
Sanchong Section
Other
Minus: Allowance for valuation
losses
Prepayments for houses and land and
December 31,2021 December 31,2020

$ 251,872
12,633
273,821
148,180
40,174
9,844
12,500
108,170
1,216,210
963,175
28,055
3,064,634
(
183,604
)
2,881,030
354,076
$ 9,111,433
$ 251,872
12,633
273,821
123,182
40,174
4,820
12,500
108,170
-
-
26,663
853,835
(
161,203
)
692,632
354,076
$ 8,807,578

others
Kuo Yang The Green Place Project
(Taiwan Sugar Annan Project)
  1. On April 9, 2020, the Company's Board of Directors passed a resolution to sell

~28~

land on two sections on Yucheng Section, Nangang District, Taipei City (Greater Nangang Project) with other landowners in a public auction. The bids in the auction were opened on May 7, 2020 and the winning bidder was Fubon Life Insurance Co., Ltd. The Company completed the transfer of ownership on June 4, 2020 and has collected all payments.

  1. The Company recognized cost of inventories as expenses totaling $3,317,388 and $8,155,708 in 2021 and 2020, respectively. They included the inventory loss and (gain on reversal) recognized as a result of the recovery in net realizable value totaling ($129,348) and $565,167.

  2. Please refer to Note 6 (8) 3 for a description of the transfer of right-of-use assets to inventories in this period.

  3. In 2021 and 2020, the amount of inventory interest capitalization was $62,790 and $85,451, respectively. The interest capitalization rates ranged from 1.80% to 2.20% and 0.420% to 2.450%, respectively.

  4. Please refer to Note 8 for detailed information on the Company's use of inventory as collateral.

(VI) Joint operations

  1. The Company operates certain development projects through joint operations. With regard to equity in joint operations, the Company recognizes the direct rights (and its share) of the assets, liabilities, income, and expenses from joint operations, and has included them in the applicable accounts of the Individual Financial Report.

  2. The information on the joint operations held by the Company is as follows:

Project name Percentage
held
Landowner or joint builder Description
Greater
Nangang
Project
Kuo Yang The
Green Place
South Manor
Project
Kuo Yang
Silicon Valley
Project
Good morning,
Kuo Yang
Project
Neihu Jiuzong
Section Project
Tucheng
Project
40%
65%
100%
35%
55%
50%
50%
Six companies including Ho
Hsin Cheng Co., Ltd.
Five companies including Wei
Li International Development
Co., Ltd.
Note
Hanshin Asset Management
Co., Ltd., Li Yang Agricultural
Technology Co., Ltd., Heng
Jui Development Co., Ltd.
Chi Hsuan Construction Co.,
Ltd., Tsang Shan Development
Co., Ltd.
Five companies including Wei
Li International Development
Co., Ltd.
Four companies including Wei
Li International Development
Nangang
District, Taipei
City
Annan District,
Tainan City
Wenshan
District, Taipei
City
Xizhi District,
New
Taipei
City
Zhongzheng
District,
Keelung City
Neihu District,
Taipei City
Tucheng
District,
New

~29~

Co., Ltd. Taipei City Sanchong 50% Four companies including Wei Sanchong Project Li International Development District, New Co., Ltd. Taipei City

  • Note: The Company and "Sin Wei Jie Construction" signed a joint investment and development agreement on December 13, 2013 for 59 plots of land including the short section numbered 210-2 located at the Gongxun Section of Wenshan District, Taipei City. The shares of investment were 60% for the Company and 40% for "Sin Wei Jie Construction". The parties signed the "Joint Development Supplementary Agreement" on July 1, 2020 and Sin Wei Jie Construction withdrew from the project. The project returned the capital originally invested by Sin Wei Jie Construction. The Company's share of the investment was changed to 100%.

  • The information on the shares of joint operations held by the Company is compiled as follows:

Balance Sheet
Current assets
Inventories
Other current assets
Non-current assets
Total assets
Current liabilities
Short-term
borrowings
Contract liabilities
Other current
liabilities
Non-current liabilities
Total liabilities
Statement
of
Comprehensive
Income
Revenue
Cost
Fees
December 31,2021 December 31,2021 December 31,2021
Greater
Nangang
Project
The Green
Place Project
Other joint
construction
operations
$ -
-
-
-
$ -

$ -
-
-
-
-
$ -

$ -

$ -

$ -







$ 1,394,983
699,449
2,094,432
23,684
$ 2,118,116

$ 559,938

29,573
104,133
693,644
6
$ 693,650

$ 1,490,917

$ 1,248,472

$ 58,137







$ 5,806,106
989,607
6,795,713
219,545
$ 7,015,258
$ 3,687,100

817,517
417,898
4,922,515
1,120
$ 4,923,635
$ 2,476,434
$ 1,849,528
$ 66,558

~30~

Balance Sheet
Current assets
Inventories
Other current assets
Non-current assets
Total assets
Current liabilities
Short-term
borrowings
Contract liabilities
Other current
liabilities
Non-current liabilities
Total liabilities
Statement
of
Comprehensive
Income
Revenue
Cost
Fees
December 31,2020 December 31,2020 December 31,2020
Greater
Nangang
Project
The Green
Place Project
Other joint
construction
operations
$ -
-
-
-
$ -

$ -
-
-
-
-
$ -

$ 9,634,552

$ 3,643,392

$ 2,277







$ 2,629,321
577,885
3,207,206
25,645
$ 3,232,851

$ 1,348,636

220,906
276,572
1,846,114
201
$ 1,846,315

$ 199,519

$ 178,637

$ 42,927







$ 4,214,765
647,190
4,861,955
216,423
$ 5,078,378
$ 2,633,798

693,952
211,195
3,538,945
-
$ 3,538,945
$ 587,581
$ 411,758
$ 53,804

(VII) Investments recognized under the equity method

Subsidiaries:
Shen Yang Construction Co.,
Ltd.
Shang Yang International
Asset Management Co., Ltd.
SHADWELL LIMITIED
Affiliate enterprises:
Hanshin Shopping Plaza Co.,
Ltd.
Sweet Me Hot Spring Resort
Co., Ltd.
December 31,
2021
December 31,
2020
Shareholding
ratio
$ 1,535,932
649,447
2,140
898,024
11,775
$ 3,097,318
$ 1,384,417

664,003

2,309

520,343
12,933
$ 2,584,005
100%
100%
100%
20%
20%
  1. Hanshin Shopping Plaza Co., Ltd. (hereinafter referred to as "Hanshin Shopping Plaza")

  2. (1) The Company acquired the shares of Hanshin Department Store from a related party in January 2021. As the Company's cumulative shareholding in the company has exceeded 20%, the equity method is adopted for valuation. Please refer to Note 6 (3) and Note 7 (2) 8.

~31~

  • (2) Hanshin Shopping Plaza adopted September 9, 2021 as the baseline date for the stock conversion, and merged with Hanshin Department Store through a share conversion. According to the terms of the share conversion, the share exchange ratio was 1 common share of Hanshin Department Store exchanged to 0.25 common shares of Hanshin Shopping Plaza. After the share conversion, the Group holds 20% of the shares of Hanshin Shopping Plaza, and Hanshin Department Store became a wholly-owned subsidiary of Hanshin Shopping Plaza.

  • Refer to Note 4 (3) of the 2021 Consolidated Financial Statements for information on the Company's subsidiaries.

  • The carrying amounts of the Company's individual insignificant affiliates as of December 31, 2021 and 2020 are shown in the table above, and the results of operations are as follows:

Net
loss
from
continuing
operations for the period
Other comprehensive income (net
income after tax)
Total comprehensive income
2021 2020
( $ 175,708

36,552
)
$ 139,156
$ 39,629
-
$ 39,629
  1. The Company's aforementioned investment targets have no public quotations on the market. The share of profit/loss on equity-accounted investee companies in 2021 and 2020 was $293,759 and ($107,719), respectively. They were evaluated and disclosed based on the audited financial statements of each investee company for the same periods.

(VIII) Lease transaction - lessee

  1. The assets leased by the Company include buildings and office equipment and the lease term is generally between 1 and 6 years. The lease contracts are negotiated individually and contain various terms and conditions without other restrictions except for the leased assets restricted to pledge to others.

  2. The information of the carrying amount of the right-of-use assets and the recognition of depreciation expense are as follows:

Real estate
rental and
leasing
Cost
Accumulated
depreciation
January 1, 2021 Depreciation Disposal/out
ward transfer
December 31, 2021
$ 117,557
(
39,227
)
$ 78,330
$ -
(
19,583
)
($ 19,583
)
$ -
-
$ -
$ 117,557
(
58,810
)
$ 58,747

~32~

Real estate
rental and
leasing
Cost
Accumulated
depreciation
January 1, 2020 Depreciation Disposal/out
ward transfer
December 31, 2020
$ 117,557
(
19,645
)
$ 97,912
$ -
(
19,582
)
($ 19,582
)
$ -
-
$ -
$ 117,557
(
39,227
)
$ 78,330

3. The information on the lease contract affecting profit or loss is as follows:

Items affecting current profit or
loss
Interest expense from lease
liabilities
Rent expense of short-term leases
Income from lease of right-of-use
assets
2021 2020
$ 1,531
2,666
1,685
$ 1,942
2,950
1,701
  1. The cash flows used in the lease payments of the Company in 2021 and 2020 amounted to $23,957 and $24,254, respectively.

(IX) Investment properties

January 1, 2021
Cost
Accumulated
depreciation and
impairment
2021
January 1
Depreciation
December 31
December 31, 2021
Cost
Accumulated
depreciation and
impairment
January 1, 2020
Land Buildings and
structures
Total
(
(
$ 65,657

28,643
)
$ 37,014
$ 37,014
-
$ 37,014
$ 65,657

28,643
)
$ 37,014
Land
(
(
(
$ 49,924

24,117
)
$ 25,807
$ 25,807

1,149
)
$ 24,658
$ 49,924

25,266
)
$ 24,658
Buildings and
structures
(
(
(
$ 115,581

52,760
)
$ 62,821
$ 62,821

1,149
)
$ 61,672
$ 115,581

53,909
)
$ 61,672
Total

~33~

Cost
Accumulated
depreciation and
impairment
2020
January 1
Depreciation
December 31
December 31, 2020
Cost
Accumulated
depreciation
and
impairment
(
(
$ 65,657

28,643
)
$ 37,014
$ 37,014
-
$ 37,014
$ 65,657

28,643
)
$ 37,014
(
(
(
$ 49,924

22,968
)
$ 26,956
$ 26,956

1,149
)
$ 25,807
$ 49,924

24,117
)
$ 25,807
(
(
(
$ 115,581

51,611
)
$ 63,970
$ 63,970

1,149
)
$ 62,821
$ 115,581

52,760
)
$ 62,821
  1. Rent income and direct operating expenses from investment properties:
Rent income from investment
properties
Direct operating expenses
incurred by investment
properties that generate rent
income in the current period
2021 2020
$ 1,989
($ 1,606)
$ 1,677
($ 1,582)
  1. The fair value of the investment properties held by the Company as of December 31, 2021 and 2020 was $118,104 and $116,918, respectively. They were determined based on comparisons with recent transaction prices of similar targets in the area of the investment properties. The fair value is determined based on property rights, regional factors, individual factors, and current conditions of the real estate market.

  2. Please refer to Note 8 for detailed information on the Company's use of investment properties as collateral.

(X) Short-term borrowings

Type of borrowings December 31,
2021
Interest rate
range
Collateral
Bank borrowings
Secured loans
Type of borrowings
$ 4,125,766
December 31,
2020
1.80%~2.25%
Interest rate
range
Please refer to
Note 8
Collateral
Bank borrowings
Secured loans
$ 3,193,962 1.80%~2.25% Please refer to
Note 8

~34~

(XI) Short-term notes and bills payable

Commercial papers payable
Minus:
Discounted
short-term
notes and bills payable
Net amount
Interest rate range
December 31,2021 December 31,2021 December 31,2020 December 31,2020
$ 955,340
(
612
)
$ 954,728
0.31%~0.90%
$ 1,319,160
(
392
)
$ 1,318,768
0.23%~1.162%
  • (XII) Pension

  • The Company has a defined benefit pension plan in accordance with the "Labor Standards Act", covering all regular employees' service years prior to the enforcement of the "Labor Pension Act" on July 1, 2005 and service years thereafter of employees who chose to continue the pension mechanism under the "Labor Standards Act" after the enforcement of the "Labor Pension Act". 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 contributes monthly an amount equal to 2% of the employees' monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent Supervisory Committee of Labor Retirement Reserve Fund (the "Fund"). Before the end of each year, the Company assesses the balance in the aforementioned Fund. If the balance in the Fund is inadequate to pay the retirement benefits of employees who are eligible for retirement in the following year by the aforementioned method, the Company is required to fund the deficit in one appropriation before the end of next March.

    • (1) The Company has settled accounts for the service years of employees under the old system, applied for the refund of the balance of the employee pension reserve fund, and closed the dedicated account on April 15, 2020.

    • (2) The pension costs recognized by the Company in accordance with the above pension plan were $0 and $2,800 in 2021 and 2020.

  • Effective July 1, 2005, the Company has established a defined contribution pension plan (New Plan) under the Labor Pension Act, covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance for employees who opt for the pension system in the "Labor Pension Act". The contribution plan accrues dividends from an employee’s individual account and is paid monthly or in lump sum upon retirement of an employee. The pension costs recognized by the Company in accordance with the above pension plan were $3,228 and $3,069 in 2021 and 2020.

~35~

(XIII) Share capital

  1. As at December 31, 2021 and 2020, the Company's authorized capital was $7,000,000 and the paid-in capital was both $3,800,000. The par value per share is $10. The payment for all issued shares of the Company has been collected. Reconciliation between the beginning and the ending of the Company's ordinary shares outstanding is as follows:
January 1
Cash refunded in capital
reduction
December 31
2021 2020
380,000,000
-
380,000,000
696,582,479
(
316,582,479
)
380,000,000
  1. On August, 3, 2020, the Company's Board of Directors resolved to reduce capital and return cash of $3,165,825 totaling 316,582 thousand shares. It was passed in the extraordinary shareholders meeting on September 18, 2020 and became effective after the approval of the Financial Supervisory Commission on October 27, 2020. The Company has completed the registration of changes. As of December 31, 2021, the capital reduction payments were listed under "other accounts payable". The capital reduction payments were distributed on January 12, 2021.

(XIV) Capital surplus

Item December 31,2021 December 31,2020
Paid-in capital in excess of par
value of common stock
Changes in subsidiary's equity
Gain on disposal of assets
Donations
Changes in net value of equity of
affiliates and joint ventures
recognized under the equity
method
$ 596,116
1,724
3,323
17,652
8,868
$ 627,683
$ 596,116
1,724
3,323
17,652
8,868
$ 627,683

According to the Company Act, capital surplus can only be used to offset losses. However, capital surplus arising from shares issued at premium (including the issuance of common shares at premium, capital stock premiums as a result of stock issuance due to a merger, and treasury stock transactions) and donations received may be used, in part or in whole, for the distribution of new shares or cash based on the shareholders' original shareholding ratio in accordance with a resolution of the shareholders' meeting when the Company does not have deficits. The Company may use capital surplus to offset losses only when the legal reserve cannot fully cover capital losses. The capital surplus recognized as long-term equity investments under the equity method cannot not be used for any purpose.

~36~

(XV) Retained earnings

  1. According to the earnings distribution policy in the Articles of Incorporation of the Company, in the event of surplus earnings after closing of annual accounts, due taxes shall be paid in accordance with the law, and losses incurred in previous years shall be compensated. Upon completion of the preceding actions, 10% of the remainder surplus shall be allocated as legal reserve. However, in the event that the accumulated legal reserve is equivalent to or exceeds the Company's total paid-in capital, such allocation may be exempted. In addition, the Board of Directors may, after allocating or reversing special reserve pursuant to the laws or regulations of the competent authority, retain parts of the earnings and prepare an earnings distribution proposal along with undistributed earnings at the beginning of the period. Where the Company intends to distribute earnings by issuing new shares, it shall file a proposal to the shareholders' meeting and obtain approval in a resolution before the distribution. Where dividends are distributed in cash, the Board of Directors shall be authorized to determine such distribution by a resolution adopted by a majority vote at a meeting attended by over two thirds of the Directors and it shall be reported at the shareholders' meeting.

  2. The shareholders' meeting approved the amendment of the Articles of Incorporation in a resolution on June 10, 2020. According to the Company's earnings distribution policy in the Articles of Incorporation, the Company may proceed with the distribution of earnings of making up for losses at the end of each quarter in accordance with the Company Act. Before distributing earnings, the Company shall estimate and retain payable taxes, make up for losses, and allocate funds to legal reserve. However, the allocation of legal reserve does not apply when the Company's legal surplus reserve has reached its paid-in capital. Where the earnings are distributed in cash, they shall be processed in accordance with a resolution of the meeting of the Board of Directors and reported in the shareholders' meeting. Where the Company intends to distribute dividends by issuing new shares, it shall be processed in accordance with Article 240 of the Company Act based on a resolution of the shareholders' meeting.

  3. The legal reserve may only be used for offsetting deficits and the distribution of new shares or cash based on the shareholders' original shareholding ratio. However, when new shares or cash dividends are distributed, the distribution shall be restricted to the legal reserve in excess of 25% of the paid-in capital.

  4. When the Company distributes earnings, it shall first appropriate funds for the special reserve from the balance of other equities of borrowers as of the balance sheet date of the current year in accordance with laws and regulations. Once the balance of other equities of borrowers has been reversed, the reversed amount may be calculated as distributable earnings.

  5. The Company's dividend policy is set up in accordance with the Company Act and the Articles of Incorporation and determined by the Company's financial structure, earnings, and long-term business plans to meet the development and transformation needs. The ratio of stock dividends to cash dividends shall be determined each year based on the requirements for working capital, provided that the cash dividends shall not be less than 20%. When the paid-in capital has reached NT$10 billion, the cash dividends shall not be less than 50%.

  6. The appropriations of 2020 and 2019 earnings were approved by the

~37~

shareholders’ meeting on August 19, 2021 and June 10, 2020, respectively. Details are summarized as follows:

Legal reserve
Cash dividends
2020 2020 2019 2019
Amount Dividend
per share
(NT$)
Amount Dividend
per share
(NT$)
$ 495,988
1,424,874
$ -
2.50
$ 5,689
104,487
$ -
0.15
  1. The earnings distribution for 2021 and 2020 approved by the Board of Directors are summarized as follows:
Date
of
board
resolution
Legal reserve
Cash dividends
Cash dividends per
share
Date
of
board
resolution
Legal reserve
Cash dividends
Cash dividends per
share
2021Q3 2021Q2 2021Q1
November
8,
2021
August 9, 2021 May 10, 2021
$ -
-
-
2020Q4
$ 65,908
190,000
0.50
2020Q3
$ 48,030
190,000
0.50
2020Q2
April 19, 2021 December 21,
2020
August 3, 2020
$ 18,002
380,000
1.00
$ 23,162
-
-
$ 454,824
1,044,874
1.50
  1. The 2021 earnings distribution proposal has not yet been approved by the Board of Directors as of March 21, 2022.

  2. Please refer to Note 6 (22) for more information on employees' remuneration and Directors' remuneration.

(XVI) Other equity interests

January 1
Valuation
adjustment - the
Company
Valuation
2021 2021 2021
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Total
$ 22,116
-
-
$ 493,909
(
268,156 )
18,821
$ 516,025
(
268,156 )
18,821

~38~

adjustment -
subsidiaries
Valuation
adjustment
transferred to
retained earnings
Currency
translation
differences
December 31
January 1
Valuation
adjustment - the
Company
Valuation
adjustment -
subsidiaries
Valuation
adjustment
transferred to
retained earnings
Currency
translation
differences
December 31
( -
(

82
)
$ 22,034
(
-
(

82
)
$ 22,034
(

276,625 ) (
276,625 )
-
(
82
)
$ 32,051
)($ 10,017
)
2020

276,625 ) (
276,625 )
-
(
82
)
$ 32,051
)($ 10,017
)
2020

276,625 ) (
276,625 )
-
(
82
)
$ 32,051
)($ 10,017
)
2020
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at fair
value through
other
comprehensive
income
Total
( $ 22,266
-
-
-

150
)
$ 22,116
(
(
$ 73,244
445,523

8,697 )

16,161 )
-
$ 493,909
$ 95,510
445,523
(
8,697 )
(
16,161 )
(
150
)
$ 516,025

(XVII) Operating revenue

Revenue from contracts with
customers
Other
2021 2020
$ 4,513,859
13,580
$ 4,527,439
$ 13,781,317
8,025
$ 13,789,342

1. Detailed items of revenues from contracts with customers

The Company’s revenue is derived from the transfer of product and services at certain points in time or gradual transfer as time progresses. Revenue by operation is further divided as follows:

~39~

2021
Revenue recognition time
- Revenue recognized at a
certain point in time
- Revenue transferred
gradually as time progresses
2020
Revenue recognition time
- Revenue recognized at a
certain point in time
- Revenue transferred
gradually as time progresses
Sales of
construction
projects
Other Total
$ 4,343,422
-
$ 4,343,422

Sales of
construction
projects
$ -
184,017
$ 184,017

Other
$ 4,343,422
184,017
$ 4,527,439
Total
$ 13,741,545
-
$ 13,741,545
$ -
47,797
$ 47,797
$ 13,741,545
47,797
$ 13,789,342
  1. The total amounts in the apportionment of the transactions and estimated year of revenue recognition for the Company's outstanding contract performance obligations for sales contracts signed as of December 31, 2021 are as follows:
Estimated year of
revenue recognition
Amount in signed
contracts
2022 $ 1,595,393

3. Contract assets and contract liabilities

The Company recognizes the following contract liabilities from contract revenue from customers:

Contract liabilities - current:
Contract liabilities -
advance receipt of land
payment
Contract liabilities -
advance receipt of
property payment
December 31,
2021
December 31,
2020
January 1, 2020
$ 552,436
316,212
$ 868,648
$ 436,101
516,059

$ 952,160
$ 421,242
566,060
$ 987,302

(1) The Company has included customers' advance payments in the contracts for pre-sales houses, and the period between the advanced payment and the transfer of the control of the product is longer than one year. The Group recognizes contract liabilities related to the pre-sales house contracts in accordance with IFRS 15.

~40~

  • (2) Opening contract liabilities recognized as income in the current period
Opening balance of
contract liabilities
from construction
project sales
contracts recognized
as income in the
current period
2021 2020
$ 596,477 $ 352,793
  • (3) Contract modifications and variable consideration

In 2021, as the contract price the certain project development contracts for the operation and management service revenue was revised according to the joint venture supplementary agreement, and the Company's contract obligations are labor services that cannot be separated, the Company has considered the most appropriate estimate and recognized an accumulated catch-up adjustment to revenue of $170,437 based on the amended contracts.

(XVIII) Interest income

amended contracts.
(XVIII) Interest income
Interest from bank deposits
Other interest income
(XIX)
Other income
Dividend income
Income from default penalty of
buyers
Other
2021 2020
$ 1,356
4,917
$ 6,273
$ 3,954
50,623
$ 54,577
2021 2020
$ 26,209
2,412
15,160
$ 43,781
$ 40,055
-
19,307
$ 59,362

(XX) Other profits and losses

(XX)
Other profits and losses
Gains on disposal of investments
Net gains (losses) on financial
assets at fair value through
profit or loss
Other
(XXI)
Finance costs
Interest expenses:
Bank borrowings
Interest on short-term notes and
bills payable
2021 2020

$ -
703
(
12,659
)
($ 11,956
)
$ 358
555
(
170
)
$ 743

2021 2020
$ 73,739
15,257
$ 96,616
25,834

~41~

Other
Minus: Amount eligible for asset
capitalization
Finance costs
5,878
94,874
(
62,790
)
$ 32,084
4,768
127,218
(
85,451
)
$ 41,767

(XXII) Additional information on expenses

Construction cost in this period
Employee benefit expenses
Depreciation
Amortization of intangible
assets
Tax expenses
Professional service expenses
Advertising expenses
Commission expenditures
Rent
Management fees
Other expenses
2021 2020
$ 3,316,239
107,372
24,523
234
15,639
42,520
13,803
91,045
2,666
4,461
51,877
$ 3,670,379
$ 8,154,559
160,187
24,142
178
18,716
12,530
41,802
87,124
2,950
2,866
89,822
$ 8,594,876

(XXIII) Employee benefit expenses

mployee benefit expenses
Salary expenses
Labor and health insurance
fees
Pension expenses
Remuneration for Directors
Other benefit expenses
2021 2020
$ 86,689
6,558
3,228
3,410
7,487
$ 107,372
$ 129,225
5,692
5,869
3,927
15,474
$ 160,187
  1. The shareholders' meeting passed an amendment of the Articles of Incorporation in a resolution on June 10, 2020, which stated that if the Company has earnings in the current year, the Company's remuneration for employees and Directors shall be 0.5% to 5% and under 5% of the earnings before tax of the year and before deducting remuneration for employees and Directors. However, in the event the Company has sustained cumulative losses, a proportion of profit shall be reserved in advance to make up for losses.

  2. The Company's estimated amounts of employees' remuneration in 2021 and 2020 amounted to $5,843 and $26,059, respectively. The estimated amounts of Directors' remuneration are $5,843 and $26,059, respectively. All amounts are recognized as salary expenses.

The estimated amounts of employees' remuneration and Directors' remuneration based on the profitability in 2021 are 0.5% and 0.5%, respectively. The estimated amounts and the method of distribution of employees' remuneration were approved in a resolution of the Board of

~42~

Directors on March 21, 2022.

Employees' remuneration and Directors' remuneration in the Board of Directors' resolution for 2020 were equal to the amount recognized in the financial statements for 2020.

Information on employees’ remuneration and directors’ remuneration of the Company for 2020 as resolved by the Board of Directors is posted in the "Market Observation Post System".

(XXIV) Income tax

1. Income tax expenses

(1) Components of income tax expenses:

me tax
. Income tax expenses
(1)
Components of income tax expenses:
ax expenses:
2021
2020
Current income tax
Income tax arising in the
current period
$ 78,031
$ 44,294
Surtax on undistributed
earnings
132,951
-
Land value increment tax
included in current
income tax
8,746
171,852
Adjustments in respect
of prior years
(
44,300
)
(
5,407
)
Total current income tax
175,428
210,739
Deferred income tax
Origination and reversal
of temporary differences
(
746
)
5,784
Income tax expenses
$ 174,682
$ 216,523
(2)
The Company's income tax directly in other comprehensive incom
was $0 in both 2021 and 2020.
. Relationship between income tax expenses and accounting profits:
2021
2020
Income tax from net profit
before tax calculated at the
statutory tax rate
$ 231,378
$ 1,031,932
Surtax on undistributed earnings
132,951
-
Tax-exempt income based on
tax laws
(
80,871 )
(
1,112,818 )
Temporary differences not
recognized in deferred income
tax assets
(
61,570 )
125,450
Tax losses in previous years not
recognized in deferred income
tax assets
(
10,906 )
-
Origination and reversal of
temporary differences
(
746 )
5,784
Adjustments in respect of prior
(
44,300 )
(
5,407 )
2021 2020

$ 78,031
132,951
8,746
(
44,300
)
175,428
(
746
)
$ 174,682
$ 44,294
-
171,852
(
5,407
)
210,739
5,784
$ 216,523
2021 2020
$ 231,378
132,951
(
80,871 )
(
61,570 )
(
10,906 )
(
746 )
(
44,300 )
$ 1,031,932
-
(
1,112,818 )
125,450
-
5,784
(
5,407 )

(2) The Company's income tax directly in other comprehensive income was $0 in both 2021 and 2020.

  1. Relationship between income tax expenses and accounting profits:

~43~

years
Land value increment tax
included in current income tax,
etc.
Income tax expenses
8,746
$ 174,682
171,582
$ 216,523
  1. The deferred income tax assets or liabilities from temporary differences are as follows:
follows:
Deferred income tax
assets
Unrealized
expenses
Prepaid land value
increment tax
Deferred
income
tax assets
Unrealized
expenses
2021
January1 Recognized in
profit and loss
Recognized in
other
comprehensive
income
December 31

$ -
-
$ -
$ 746
12,991
$ 13,737
$ -
-
$ -
$ 746
12,991
$ 13,737
2020
January1 Recognized
in profit
and loss
Recognized
in other
comprehensi
ve income
December31
$ 5,784 ( $ 5,784
)
$ - $ -
  1. The Company's deductible temporary differences not recognized as deferred income tax assets as of December 31, 2021 and 2020 were both $0.

  2. The Company’s profit-seeking enterprise income tax returns have been approved by the tax authorities up to 2018.

(XXV) EPS

Basic earnings per share
Profit attributable to
ordinary shareholders
of the parent
Assumed conversion of
all dilutive potential
ordinary shares of
2021
Amount after tax Weighted average
number of
ordinary shares
outstanding
(shares in
thousands)
EPS
(NT$)
$ 982,151
-

380,000
440
$ 2.58

~44~

employee
remuneration
Diluted earnings per share
Profit attributable to
ordinary shareholders
of the parent
considering assumed
conversion of all
dilutive potential
ordinary shares
Basic earnings per share
Profit attributable to
ordinary shareholders
of the parent
Assumed conversion of
all dilutive potential
ordinary shares of
employee
remuneration
Diluted earnings per share
Profit attributable to
ordinary shareholders
of the parent
considering assumed
conversion of all
dilutive potential
ordinary shares
$ 982,151 380,440

2020
$ 2.58
Amount after tax Weighted average
number of
ordinary shares
outstanding
(shares in
thousands)
EPS
(NT$)
$ 4,943,139
-
$ 4,943,139

652,348
1,054

653,402
$ 7.58
$ 7.57

~45~

(XXVI) Changes in liabilities from financing activities

January 1, 2021
Changes in cash
flows from
financing activities
Other non-cash
changes
December 31, 2021
January 1, 2020
Changes in cash
flows from
financing activities
Other non-cash
changes
December 31, 2020
Short-term
borrowings
Short-term
notes and
billspayable
Lease
liabilities
Deposits
received
Dividends
payable
Total
$ 3,193,962
931,804
-
$ 4,125,766
Short-term
borrowings
$ 1,318,768
(
364,040 )
-
$ 954,728
Short-term
notes and
billspayable
$ 83,495
(
19,760 )
-
$ 63,735
Lease
liabilities
$ 1,613
845
-
$ 2,458
Deposits
received
$ -
(
760,000 )
760,000
$ -
Dividends
payable
$ 4,597,838
(
211,151 )
760,000
$ 5,146,687
Total
$ 5,329,714
( 2,135,752 )
-
$ 3,193,962
$ 2,030,124
(
711,356 )
-
$ 1,318,768
$ 102,857
(
19,362 )
-
$ 83,495
$ 3,260
(
1,647 )
-
$ 1,613
$ -
( 1,149,361 )
1,149,361
$ -
7,465,955
( 4,017,478 )
1,149,361
$ 4,597,838

VII. Related-party transactions

(I) Name and relationship of related parties

Names of relatedparties Relationshipwith the Company
Shen Yang Construction Co., Ltd. (Shen Yang)
Shang Yang International Asset Management
Co., Ltd. (Shang Yang)
Che Yang Agricultural Technology Co., Ltd.
(Che Yang)
Chi Yang Construction Co., Ltd. (Chi Yang)
Sweet Me Hot Spring Resort Co., Ltd. (Sweet
Me)
Hanshin Asset Management Co., Ltd. (Hanshin
Asset Management)
Hanshin Department Store Co., Ltd. (Hanshin
Department Store)
Chi Hsuan Development Co., Ltd. (Chi Hsuan
Development)
Grand Hi-Lai Hotel Co., Ltd. (Grand Hi-Lai
Hotel)
Hi-Lai Foods Co., Ltd. (Hi-Lai Foods)
Wei Li International Development Co., Ltd.
(Wei Li)
Hanshin Shopping Plaza Co., Ltd. (Hanshin
Shopping Plaza)
Wei Chun International Development Co., Ltd.
(Wei Chun)
Grand Hi-Lai International Property
Management Consulting Co., Ltd. (Grand
Hi-Lai International Property)
Subsidiary
Subsidiary
Sub-subsidiary
Sub-subsidiary
The Company's affiliate
enterprises:
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party

~46~

(II) Major transactions with related parties

1. Operating revenue - income from management services

2021
Other related party - Wei Li
$ 591
2.Operating revenue-rental income
2021
Subsidiary
$ 389
Sub-subsidiary
186
Other related party
2,933
$ 3,508
3.Promotion expenses
2021
Other related party
$ 1,212
4.Administrative expenses
2021
Other related party - Hi-Lai
Foods
$ 4,268
Other related party - Grand
Hi-Lai International Property
1,371
Other related party - Others
922
$ 6,561
5.Other receivables
December 31,2021
Subsidiary - Shen Yang
$ 60,975
Other related party - Wei Li
-
$ 60,975
2021 2020
$ 591 $ 1,773
2021 2020
$ 389
186
2,933
$ 3,508
$ 389
186
2,933
$ 3,508
2021 2020
$ 1,212 $ 1,207
2021 2020
$ 4,268
1,371
922
$ 6,561
$ 5,390
-
68
$ 5,458
December 31,2021 December 31,2020
$ 60,975
-
$ 60,975
$ 104,529
49,866
$ 154,395

The aforementioned accounts receivable from related parties consist mainly of the operating management income receivable recognized based on the letter of appointment for operating management signed by the Company for joint development and operation projects.

6. Other expenses payable

.Other expenses payable
Other related party - Hi-Lai
Foods
Other related party - Grand
Hi-Lai Hotel
December 31,2021 December 31,2020
$ 846
108
$ 954
$ 319
-
$ 319

7. Other credit and debt transactions

(1) Refundable deposits

~47~

Other related party
(2)
Deposits received
Other related party
December 31,2021 December 31,2020
$ 24,597 $ 24,597
December 31,2021 December 31,2020
$ 450 $ 450

8. Acquisition of financial assets

  • (1) The Company purchased shares from another related party, Wei Chun, on January 28, 2021. The Company has paid for the shares and completed stock transactions. Information on the Group's purchase is as follows:
Account Number of
shares
traded
Object of
transaction
2021
Acquisition
price
Investments/affiliates
recognized under the equity
method

802
thousand
shares
Hanshin
Department
Store - stocks
$ 22,456

Please refer to Note 6 (3) and Note 6 (7).

  • (2) The Company participated in the cash capital increase of related parties in 2020 and the information on the subscriptions of the Company is as follows:
follows:
Account Number of
shares
traded
Object of
transaction
2020
Acquisition
price
Non-current financial assets at
fair value through other
comprehensive income
Investments recognized under
the equity method- subsidiary
- affiliate
enterprise
6,851
thousand
shares
5,400
thousand
shares
70,000
thousand
shares
8,000
thousand
shares
Hanshin
Department
Store - stocks
Grand Hi-Lai
Hotel - stocks
Shen Yang -
stocks
Hanshin
Shopping Plaza
- stocks
$ 102,765
81,000
$183,765
$700,000
$480,000

9. Endorsements and guarantees

.Endorsements and guarantees
Subsidiary - Shen Yang
Other related party- Wei Li
- Chi Hsuan
- Hanshin
Asset
December 31,2021 December 31,2020
$ 634,500
6,838,730
558,000
-
$ 533,000
5,048,675
558,000
798,000

~48~

Management

$ 8,031,230 $ 6,937,675

10. Other

  • (1) The Company signed a joint investment and development contract with Wei Li International Development Co., Ltd., Chuwa Wool Industry Co., (Taiwan) Ltd., Hanshin Asset Management Co., Ltd., and Grand Hi-Lai Hotel Co., Ltd. for 9 plots of land including plot 28 on Zhongxing Section, Sanchong District, New Taipei City with a total area of 1,828.28 pings on July 15, 2021. According to the contract, the Company serves as the manager of the Project. The investment ratio is 50% for the Company, 10% for Wei Li International Development Co., Ltd., 15% for Chuwa Wool Industry Co., (Taiwan) Ltd., 10% for Hanshin Asset Management Co., Ltd., and 15% for Grand Hi-Lai Hotel Co., Ltd.

  • (2) The Company signed a joint investment and development contract with Wei Li International Development Co., Ltd., Chuwa Wool Industry Co., (Taiwan) Ltd., Hanshin Asset Management Co., Ltd., Li Yang Agricultural Technology Co., Ltd., and Grand Hi-Lai Hotel Co., Ltd. for 4 plots of land including plot 83-1 on Jiuzhong Section, Neihu District, Taipei City with a total area of 2,127.33 pings on November 23, 2020. According to the contract, the Company serves as the manager of the Project. The investment ratio is 50% for the Company and 10% for each of the other 5 companies.

  • (3) The Company signed a joint investment and development contract with Wei Li International Development Co., Ltd., Chuwa Wool Industry Co., (Taiwan) Ltd., Hanshin Asset Management Co., Ltd., Li Yang Agricultural Technology Co., Ltd., and Grand Hi-Lai Hotel Co., Ltd. for 19 plots of land including plot 365 on Zhongyi Section, Tucheng District, New Taipei City with a total area of 5,344.27 pings on January 28, 2021. According to the contract, the Company serves as the manager of the Project. The investment ratio is 50% for the Company and 10% for each of the other 5 companies. "Grand Hi-Lai Hotel Co., Ltd." later withdrew from the project on June 29, 2021. The shares it previously held were transferred to Hanshin Asset Management Co., Ltd. The investment ratio change became effective on July 1, 2021.

  • (4) The Company signed a joint investment and development agreement with Hanshin Asset Management Co., Ltd., Li Yang Agricultural Technology Co., Ltd., and Heng Jui Development Co., Ltd. for 19 plots of land including plot 162 on Gongjian Section, Xizhi District, New Taipei City with a total area of 17,051 square meters on November 25, 2016. According to the agreement, the Company serves as the manager of the Project. The investment ratio is 35% for the Company, 35% for Hanshin Asset Management Co., Ltd., 15% for Li Yang Agricultural Technology Co., Ltd., and 15% for Heng Jui Development Co., Ltd. The parties later signed the "Joint Development Supplementary Agreement" on December 29, 2017 for changing the investment ratio and settlement distribution to 35% for the Company, 35% for Hanshin Asset Management Co., Ltd., 25% for Li Yang Agricultural Technology Co., Ltd., and 5% for Heng Jui Development Co., Ltd.

~49~

  • (5) The Company signed a joint investment and development agreement with "Wei Li" land including plot 24 on Heguan Section, Annan District, Tainan City with a total area of 77,479.53 square meters on June 29, 2012 for joint construction of residential buildings. The parties later signed a letter of appointment for operating management which appointed the Company to take charge of overall development plans, building planning, and construction and sales of residential buildings. "Wei Li" represented the Project externally and executed the Project based on the contract signed with Taiwan Sugar Corporation. Wei Li became the main operator of the Project as well as the company responsible for selling the houses and land (the company issuing the sales invoice) and the company responsible for purchases products or services (the company with input documentary evidence). It is also responsible for the settlement of the project. The parties later signed the "Joint Development Supplementary Agreement" on March 15, 2016 for changing the investment ratio and settlement distribution to 60%, 6%, 1.5%, 4%, 13.5%, 10%, and 5%, respectively for the Company, "Wei Li", "Feminine", "Tsu Yan", "Hanshin Asset Management", "Crowell Development", and "Han Lin Development". "Crowell Development" later withdrew from the project on July 15, 2019. "Wei Li" and the co-funders signed the "Joint Development Supplementary Agreement" for changing the investment ratio and settlement distribution to 65%, 6%, 1.5%, 4%, 13.5%, and 10%, respectively for the Company, "Wei Li", "Feminine", "Tsu Yan", "Hanshin Asset Management", and "Han Lin Development".

(III) Key management compensation

The Company's remuneration for Directors and key management:

Short-term employee benefits 2021 2020
$ 13,940 $ 13,587

The remuneration to Directors and other key management is determined by the Remuneration Committee based on personal performance and market trends and submitted to the Board of Directors for resolution.

VIII. Pledged assets

The following assets of the Company have been provided as collateral for bank loans, performance bond, and warranty bond:

Assets Book value
December 31,2021
Book value
December 31,2020
Purpose of collateral
Inventories
Other financial assets - current (restricted
deposits)
Property, plant and equipment
Investment properties
Other financial assets - non-current (time
deposits)
$ 8,139,182
1,209
18,026
42,182
48,335
$ 7,181,399
187,750
18,285
42,750
48,334
Short-term
borrowings and
commercial papers
Trusts and reserve
accounts
Commercial papers
Commercial papers
Performance
guarantee

~50~

$

8,248,934 $ 7,478,518

IX. Significant contingent liabilities and unrecognized contractual commitments

As of December 31, 2021, the total construction contract price between the Company and non-related parties was $91,470 and the amount that has yet not been included in the estimation was $90,595.

X. Significant disaster loss

None.

  • XI. Significant events after the balance sheet date

The Company plans to acquire three plots of land on Lot 194, 196, and 197, Longzhong Section, Gushan District, Kaohsiung City based on a resolution of the Board of Directors on March 21, 2022. The project will be jointly developed with six companies with a total transaction amount of NT$2.593 billion. The Company's investment ratio is 50%.

XII. Other

(I) Capital management

The Company implements capital management to ensure sustainable development of the Company maximize the benefit for its shareholders by optimizing debts and equity. The Company's capital structure consists of equity attributable to owners of the Company (i.e., share capital, capital surplus, retained earnings, and other equity interests). 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 debts. The Company adjusts loan amounts based on the construction progress and the funding required for operations.

(II) Financial instruments

1. Financial instruments by category

Financial assets
Current financial assets at
fair value through profit
or loss
Current financial assets at
fair value through other
comprehensive income
Non-current financial assets
at fair value through other
comprehensive income
Financial assets at amortized
cost
Cash and cash equivalents
Notes receivable, net
Accounts receivable, net
Other receivables
Other financial assets -
current
December 31,2021 December 31,2020
$ 14,803
309,592
234,385

$ 558,780


2,082,508
50,628
453,191
280,408
1,209







$ 20,608

378,534
800,164
$ 1,199,306

4,611,385

41,072

224,982

424,171

187,750

~51~

Other financial assets -
non current
Financial liabilities
Financial liabilities at
amortized cost
Short-term borrowings
Short-term notes and bills
payable
Notes payable
Accounts payable
Other payables - other
Lease liabilities
48,335

$ 2,916,279

$ 4,125,766
954,728
244,653
369,164
212,621

$ 5,906,932

$ 63,735





48,334
$ 5,537,694
$ 3,193,962

1,318,768

58,281

808,296
3,434,106
$ 8,813,413
$ 83,495

2. Risk management policy

The objective of the Company's financial risk management is to manage the market risks, credit risks, and liquidity risks related to operating activities. The Company conducts the identification, valuation, and management of the aforementioned risks based on its policies and risk preferences.

The Company has set up appropriate policies, procedures, and internal control for the aforementioned financial risk management based on relevant standards. Significant financing activities must be reviewed by the Board of Directors in accordance with relevant standards and the internal control system. During implementations of financial management activities, the Company shall strictly abide by the regulations established for financial risk management.

3. Significant financial risks and degree of financial risks

  • (1) Market risks

Foreign exchange risks

The Company's main operating activities are in Taiwan and the main currency is the NTD. The impact of exchange rate fluctuations is minimal and we therefore expect no significant exchange rate risks.

Price risks

  • A. The Company's equity instruments exposed to price risks are financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income. To manage the price risks of investments in equity instruments, the Company diversifies its investment portfolio in accordance with the limits set by the Company.

  • B. The Company's main investments consist of equity instruments issued by domestic companies and open-ended funds. The prices of such equity instruments are affected by the uncertainty of the future value of underlying investments. If the price of such equity instruments rises or falls by 1% and all other factors remain constant, the net profit after tax as a result of the profit or loss in the equity

~52~

tools measured at fair value in 2021 and 2020 will increase or decrease by $148 and $206, respectively. The gain or loss on equity investments classified as equity instruments in other comprehensive income measured at fair value through profit and loss will increase or decrease by $3,096 and $3,785, respectively.

Interest rate risk for cash flow and fair value

  • A. The Company's interest rate risks mainly arise from short-term borrowings and short-term notes and bills payable. Borrowings at floating rates expose the Company to cash flow interest rate risks, which are partially offset by cash held at floating rates. Borrowings at fixed rates expose the Company to fair value interest rate risks. In 2021 and 2020, the Company's loans calculated based on floating interest rates were calculated in NTD.

  • B. The Company simulates various plans and analyzes interest rate risks, including considering plans for refinancing or renewal of existing positions and other available financing plans to calculate the impact of specific changes interest rates on profit or loss.

  • C. If all other factors remain constant, the maximum impact of a 1% change in interest rates on financial costs in 2021 and 2020 would result in an increase or decrease of $50,805 and $45,127, respectively.

  • (2) Credit risks

  • A. The Company's credit risks refer to the risks of financial loss to the Company arising from default by the clients or counterparties of financial instruments. The risks are mainly derived from the counterparty's failure to settle the accounts receivable based on payment collection terms.

  • B. The Company establishes credit risk management from the perspective of the Company. The Company has set a minimum independent credit rating of "A" for banks and financial institutions before they can be accepted as transaction counterparties.

  • C. The Company's main business activities are the lease and sales of residential buildings, industrial plants, and commercial buildings. Revenue from the sale of properties is recognized upon the full payment of the contract price, the completion of the transfer of ownership, and the actual delivery of the properties. Therefore, the amount of accounts receivable arising from the sale of properties is considered insignificant and the possibility of non-recovery is low. The Company manages receivables in special transactions on an individual basis and tracks such receivables on a regular basis. The amount of the Company's assessed credit impairment losses as of December 31, 2021 and 2020 was insignificant.

  • D. As of December 31, 2021 and 2020, there were no debts with recourse that were written off.

  • (3) Liquidity risks

~53~

  • A. Cash flow forecasting is performed by each Company department and aggregated by the Company treasury. 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 undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants on any of its borrowing facilities.

  • B. The Company's non-derivative financial liabilities are grouped in the table below based on the maturity date and analyzed based on the remaining period at the balance sheet date to the contractual maturity date. The amount of undiscounted contract cash flows of notes payable and other payables is approximately equal to their carrying amounts and is due within one year. The amount of undiscounted contractual cash flows for other financial liabilities is described in the following table:

Non-derivative
financial liabilities:
December 31, 2021
Short-term
borrowings
Short-term notes
and bills payable
Accounts payable
Lease liabilities
Non-derivative
financial liabilities:
December 31, 2020
Short-term
borrowings
Short-term notes
and bills payable
Accounts payable
Lease liabilities
Within 1
year
1 to 3 years 3 years or
above
$ 1,387,880
955,340
369,164
21,917
Within 1
year
$ 1,437,312

-

-

43,833
1 to 3 years
$ 1,512,447

-

-

-
3 years or
above
$ 2,459,936
1,319,160
661,276
21,278
$ 28,260

-

147,020

43,834
$ 797,659

-

-

21,917

(III) Fair value information

  1. The different levels that the inputs to valuation techniques are used to measure fair value of financial and non-financial instruments have been defined as follows:

Level 1:

Quotation (unadjusted) of the same asset or liability from an active market can be obtained on the measurement date. An active market refers to a market in which transactions in assets or liabilities occur with sufficient frequency and volume to provide pricing information on a continuous basis.

Level 2: Inputs other than quoted prices included within Level 1 that are

~54~

observable for the asset or liability, either directly or indirectly.

Level 3: Unobservable inputs for the assets or liabilities.

  1. Please refer to Note 6 (9) for information on the fair value of investment properties carried at cost.

  2. The carrying amount of financial instruments not carried at fair value, including cash and cash equivalents, notes and accounts receivable, other receivables, other financial assets - current, refundable deposits, short-term borrowings, short-term notes payable, notes payable, accounts payable, other payables, and deposit received, are reasonable approximations of the fair value.

  3. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities are as follows:

  4. (1) The information on the Company's classification of assets by nature is as follows:

follows:
December 31, 2021
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit
or loss
Current financial
assets at fair value
through other
comprehensive
income
Non-current financial
assets at fair value
through other
comprehensive
income
December 31, 2020
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit
or loss
Current financial
assets at fair value
through other
comprehensive
income
Non-current financial
assets at fair value
Level 1 Level 2 Level 3 Total
$ 14,803


$ -


$ -

$ -

$ 234,385

Level 3
$ 14,803
$ 309,592
$ 234,385
Total
$ 309,592
$ -

$ -
$ -
Level 1
Level 2
$ 20,608


$ -


$ -

$ -

$ 800,164
$ 20,608
$ 378,534
$ 800,164
$ 378,534
$ -

$ -
$ -

~55~

through other comprehensive income

  • (2) The methods and assumptions that the Company used to measure the fair value are as follows:

  • A. The instruments for which the Company used market quoted prices as their fair values (i.e., Level 1) are divided by the characteristics of the instruments as follows:

Market quoted
price
Listed stocks Open-end funds
Closing price Net worth
  • B. Except for the financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.

  • There was no transfer between Level 1 and Level 2 in the Company in 2021 and 2020.

  • The Level-3 movements for 2021 and 2020 were as follows:

January 1
Acquired in the current period
Disposed in the current period
Valuation adjustment
December 31
2021 2020
$ 800,164
-
(
278,470 )
(
287,309 )
$ 234,385
$ 134,499
183,765
-
481,900
$ 800,164
  1. An independent appraiser appointed by the Company is in charge of valuation procedures for fair value measurements being categorized within Level 3. The appraiser submits a valuation report for the Finance Department to perform the fair value verification of financial instruments to ensure that the source of data is independent, reliable, and represented as the exercisable price.

  2. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

Equity
instruments:
Non-listed stocks
Fair value as of
December 31,
2021
Valuation
technique
Significant
unobservable
input
Range
(Weighted
average)
Relationship
between inputs
and fair value
$ 214,106 Comparable
public
company
analysis
Product of the
number of
shares
multiplied by
value
Discount for
lack of
marketability
0.52~4.22
21.27%~30.
00%
The higher the
product of the
number of
shares
multiplied by
value, the
higher the fair
value
The higher the
discount
for
lack
of
marketability,
the lower the

~56~

Equity
instruments:
Non-listed stocks
$ 20,279
Fair value as of
December 31,
2020
Net
asset
value
approach
Valuation
technique
Not applicable
Significant
unobservable
input
Not
applicable
Range
(weighted
average)
fair value
The higher the
net asset value,
the higher the
fair value
Relationship
between inputs
and fair value
$ 780,313
$ 19,851
Comparable
public
company
analysis
Net asset
value
approach
Product of the
number of
shares
multiplied by
value
Discount for
lack of
marketability
Not applicable
0.54~5.46
30.00%
Not
applicable
The higher the
product of the
number of
shares
multiplied by
value, the
higher the fair
value
The higher the
discount for
lack of
marketability,
the lower the
fair value
The higher the
net asset value,
the higher the
fair value

(IV) Other matters

Due to the outbreak of the COVID-19 pandemic in 2021 Q4, the Company has supported multiple epidemic prevention measures implemented by the government. While the construction period and handover of certain projects were affected due to delays in government administrative operations, other projects that were completed or not yet completed were handed over normally or proceeding based on the schedule. As the Company has sufficient working capital and the payment collection of sold projects remained normal, the operations of the Group were also functioning normally. According to assessments, the outbreak of the COVID-19 pandemic did not have a significant impact to the Company's financial position and financial performance in 2021 Q4.

~57~

XIII. Supplementary disclosures

(I) Significant transactions information

  1. Loans to others: None.

  2. Provision of endorsements and guarantees to others: Please refer to Table 1.

  3. Holding of marketable securities at the end of the period (excluding investment in subsidiaries, affiliates and joint ventures): Please refer to Table 2.

  4. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of paid-in capital or more: Table 3.

  5. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 4.

  6. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 5.

  7. Purchase or sale of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  8. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.

  9. Trading in derivatives: None.

  10. The business relationship and significant transactions between the parent company and its subsidiaries: Please refer to Table 6.

(II) Information on investees

Names, locations and other information of investee companies (excluding the investees in Mainland China): Please refer to Table 7.

(III) Information on investments in Mainland China

  1. Basic information: Please refer to Table 8.

  2. Significant transactions with the investees in Mainland China either directly or indirectly through other companies in the third areas: Please refer to Table 8.

(IV) Information on major shareholders

Information on major shareholders: Please refer to Table 9.

XIV. Segment information

Not applicable.

~58~

Kuo Yang Construction Co., Ltd. Statement of Inventories December 31, 2021

Unit: NT$1,000

Amount Amount Amount Amount
Item Cost Market price
(Note)
Remarks
Houses and land held for sale
Minus: Allowance for price decline
Houses and land under construction
Kuo Yang The Green Place Project
(Taiwan Sugar Annan Project)
Kuo Yang Silicon Valley (Xizhi
Gongjian Section Project)
Neihu Jiuzong Section
Minus: Allowance for price decline
Land for construction
Zhudong Section
Beitou Guangming Section
Minquan East Road Project
Jilin Urban Renewal Project
Jingmei Section
Ren'ai Urban Renewal Project
Guanghua Section
Kaohsiung Yunwen Section
Tucheng Section
Sanchong Section
Other
Minus: Allowance for price decline
Prepayments for houses and land and
others
Kuo Yang The Green Place Project
(Taiwan Sugar Annan Project)
Total
$ 4,340,162
(
422,723
)
$ 3,917,439
43,940
318,249
1,596,699
1,958,888
-
1,958,888
251,872
12,633
273,821
148,180
40,174
9,844
12,500
108,170
1,216,210
963,175
28,055
3,064,634
(
183,604
)
2,881,030
354,076
$ 9,111,433
$ 5,011,312
43,940
318,249
1,596,699
1,958,888
113,816
-
246,820
-
246,820
148,180
40,174
9,844
12,500
108,170
1,216,210
963,175
28,055
2,886,944
354,076
$ 10,211,220
(

Note: Due to the nature of the construction industry, the market value of land under construction and land awaiting construction specified as the cost or net realizable value, whichever is lower.

~59~

Kuo Yang Construction Co., Ltd. Statement of Changes in Houses and Land under Construction From January 1, 2021 to December 31, 2021

Unit: NT$1,000

Project name Opening
balance
Increase in current period Increase in current period Increase in current period Transfer in current period Transfer in current period Transfer in current period Transfer in current period Outward
transfer after
construction
completion
Ending
balance
Remarks
Investment
cost
Capitalized
interest
Inward
transfer
from land
awaiting
construction
Sold in this
period
Kuo Yang The Green
Place Project (Taiwan
Sugar Annan Project)
Good morning, Kuo Yang
Project (Keelung Tiaohe
Section Project)
Kuo Yang Silicon Valley
(Xizhi Gongjian Section
Project)
Neihu Jiuzong Section
$ 42,180
1,601,961
1,445,665
1,074,684
$4,164,490
$ 1,760
551,801
270,093
502,493
$1,326,147
$ -
24,442
5,094
19,522
$ 49,058
$ -
-
-
-
$ -
-
-
-
-
$ -
$ -
( 1,859,955 )
( 1,720,852 )
-
($3,580,807 )
$ 43,940
318,249
-
1,596,699
$1,958,888
Loan
collateral
already
provided

None
Loan
collateral
already
provided

~60~

Kuo Yang Construction Co., Ltd. Statement of Changes in Investments Accounted for Using Equity Method From January 1, 2021 to December 31, 2021

Unit: NT$1,000

Name Num
sha
Opening b Opening b alance
Amount
N Increase in c ur rent period
Amount
Number o
shares
Dec re ase in current period
Amount
Other
adjustments
(Note)
ase in current period
Amount
Other
adjustments
(Note)
ase in current period
Amount
Other
adjustments
(Note)
Number of
shares
Ending balance
Shareholding
ratio
Amount Net equity
Unit price
(NTD)
Totalprice
Net equity
Unit price
(NTD)
Totalprice
Provision
of
collateral
or
pledges
ber of
res
umber of
shares
f Amount
Shen Yang Construction
Co., Ltd.
Shang Yang International
Asset Management Co.,
Ltd.
Shadwell Limited
Hanshin Shopping Plaza
Co., Ltd.
Sweet Me Hot Spring
Resort Co., Ltd.
Hanshin
Department
Store Co., Ltd.
160,000,000
61,800,000
200,000
8,000,000
2,200,000
-
$ 1,384,417
664,003
2,309
520,343
12,933
-
$ 2,584,005
-
-
-
2,005,000
-
8,020,000
$ 88,498
29,610
(
56 )
424,046
(
1,158 )
307,637
$ 848,577
-
-
-
-
-
( 8,020,000 )

$ -
-
-
-
-
(
317,450
)
($ 317,450
)
$ 63,017
(
44,166 )
(
113 )
(
46,365 )
-
9,813
($ 17,814
)
160,000,000
61,800,000
200,000
10,005,000
2,200,000
-
100%
100%
100%
20%
20%
-
$ 1,535,932
649,447
2,140
898,024
11,775
-
$ 3,097,318
$ 9.76
10.51
10.70
32.94
5.35
-
$ 1,561,788
649,447
2,140
329,561
11,775
-
None
None
None
None
None

Note: Other adjustments represent translation differences in the financial statements of foreign operations and valuation adjustments on financial assets at fair value through other comprehensive income.

~61~

Kuo Yang Construction Co., Ltd. Statement of Short-term Notes and Bills Payable December 31, 2021

Unit: NT$1,000

Item Financial
institution
Contractperiod Coupon rate Amount Amount Collateral
Issuance
amount
Discounted
unamortized
short-term
notes and bills
payable
Book value
Commercial
papers payable
Mega Bills
Finance
China Bills
Finance
International
Bills
Finance
International
Bills
Finance
International
Bills
Finance
2021/10/20~2022/01/18
2021/11/16~2022/02/14
2021/12/06~2022/02/14
2021/12/29~2022/02/17
2021/12/29~2022/02/17
0.850%
0.31%~0.33%
0.750%
0.900%
0.900%
$ 28,080
496,050
88,010
256,300
86,900
$ 955,340
($ 126 )
(
80 )
(
303 )
(
103 )
-
($ 612
)
$ 27,954
495,970
87,707
256,197
86,900
$ 954,728
Houses and
land held for
sale



Property, plant
and equipment,
investment
property, and
land for
construction

~62~

Kuo Yang Construction Co., Ltd. Statement of Operating Revenue From January 1, 2021 to December 31, 2021

Unit: NT$1,000

Item
Revenue from sale of
properties
Revenue from land
Revenue from houses
Other
Sales discount
Rental income
Summary Amount
$ 2,231,379
2,124,268
170,437

12,225
)
4,513,859
13,580
$ 4,527,439

~63~

Kuo Yang Construction Co., Ltd. Statement of Operating Cost From January 1, 2021 to December 31, 2021

Unit: NT$1,000

Item Amount Amount Amount
Subtotal Total
Opening inventory
Houses and land held for sale
Houses and land under construction
Land for construction
Prepayments for land and others
Plus: Purchases in this period
Expenses for investments in construction in the
current period
Interest capitalization
Cost of leases
Operation and management service fees
Other
Minus: Closing inventory
Houses and land held for sale
Houses and land under construction
Land for construction
Prepayments for houses and land and others
Allowance for price decline (gain on recovery)
Construction cost
$ 4,170,852
4,164,490
853,835
354,076
(
4,340,162 )
(
1,958,888 )
(
3,064,634 )
(
354,076
)



(
(
$ 9,543,253
3,304,042
155,930
62,790
1,149
97,332
-




9,717,760
)

129,348
)
$ 3,317,388

~64~

Kuo Yang Construction Co., Ltd. Statement of Operating Expenses From January 1, 2021 to December 31, 2021

Unit: NT$1,000

Item Amount Remarks
Promotion expenses
Transferred deferred promotion expenses recognized
based on full completion
Advertising expenses
Sales expenses
Administrative expenses
Other expenses
Administrative expenses
Salary expenses
Tax
Rent expenditures
Insurance premiums
Professional service expenses
Other expenses
Total
$ 91,045
3,879
9,658
1,776
17,162

123,520

75,312
14,168
1,466
6,559
39,492
92,474

229,471

$ 352,991








~65~

Kuo Yang Construction Co., Ltd. Summary Table of Employee Benefit, Depreciation, Depletion and Amortization Expenses for the Current Year

From January 1, 2021 to December 31, 2021

Unit: NT$1,000

Employee
benefit
expenses
Salary expenses
Labor and health
insurance fees
Pension
expenses
Remuneration
for Directors
Other employee
benefit expenses
Depreciation
Deduction expenses
Amortization cost
2021 2021 2020 2020
Classified as
operating
costs
Classified as
operating
expenses
Total Classified as
operating
costs
Classified as
operating
expenses
Total
$ -
-
-
-
-
$ -
$ -
$ -
$ -
$ 86,689
6,558
3,228
3,410
7,487
$ 107,372
$ 24,523
$ -
$ 234
$ 86,689
6,558
3,228
3,410
7,487
$ 107,372
$ 24,523
$ -
$ 234
$ -
-
-
-
-
$ -
$ -
$ -
$ -
$ 129,225
5,692
5,869
3,927
15,474
$ 160,187
$ 24,142
$ -
$ 178
$ 129,225
5,692
5,869
3,927
15,474
$ 160,187
$ 24,142
$ -
$ 178
  1. As of December 31, 2021 and 2020, the Company's average number of employees were 73 and 70, respectively. There were 8 and 8 Directors who do not serve concurrently as employees.

  2. The Company discloses the following information in accordance with the table above:

  3. (1) The average employee benefit expenses in 2021 and 2020 amounted to $1,599 and $2,520, respectively.

  4. (2) The average employee salary expenses in 2021 and 2020 amounted to $1,334 and $2,084, respectively.

  5. (3) The adjustment of the average employee salary expenses in 2021 was (36.036)%.

  6. The Company’s salary policy is as follows:

  7. (1) Remuneration for Directors: The Board of Directors is authorized to determine the remuneration paid to Directors based on their participation in the Company's operations, the value of their contributions, and prevailing rates in the industry.

  8. (2) Manager: The Company pays reasonable compensation to the manager based on his/her rank, position, experience, local living standard, consumer price index, contribution to the Company, and team leadership skills.

  9. (3) Employees: The remuneration for employees includes fixed salaries and bonuses. The fixed salary is paid each month and bonuses include the year-end bonuses, employees' remuneration, and bonuses for Dragon Boat Festival and Mid-Autumn Festival.

    • (a) Fixed salary: The fixed salary is based on the individual's key core competencies and professional skills, and is paid based on the rank, position, and experience specified in the "Rank and Salary Range Table".

    • (b) Year-end bonus: The year-end bonus is based on the Company's business operations and performance in the current year and is calculated on an annual basis.

    • (c) Employees' remuneration: In the event of profit in the year, the Company shall appropriate 0.5% to 5% of the pre-tax earnings (excluding remuneration for Directors and employees) as remuneration for employees. However, in the event the Company has sustained cumulative losses, a proportion of profit shall be reserved in advance to make up for losses. The remuneration for employees is determined by the Board of Directors which shall resolve to distribute the remuneration in stocks or cash.

  10. The Company has established an Audit Committee and therefore does not pay remuneration to supervisors.

~66~

Kuo Yang Construction Co., Ltd. Provision of endorsements and guarantees to others January 1 to December 31, 2021

Table 1

Unit: NT$1,000 (Unless specified otherwise)

No.
(Note
1)
Name of
company
providing
endorsement
or guarantee
Entity for which the
endorsement/guarantee is
made
Entity for which the
endorsement/guarantee is
made
Limit on
endorsements/guarantees
to a single enterprise
(Note 3)
Maximum outstanding
balance of
endorsements/guarantees
during the current period
(Note 4)

Ending balance of
endorsements/guarantees
(Note 5)

Actual amount
drawn down
(Note 6)
Endorsed/Guaranteed
amount with
propertyas collateral
Cumulative
endorsed/guaranteed
amount as a
percentage of the
net value in the
most recent
financial statements

Maximum
endorsed/guaranteed
amount
(Note 3)
Parent
company
to
subsidiary
(Note 7)
Subsidiary
to parent
company
(Note 7)
Endorsements
and
guarantees
for entities in
Mainland
China
(Note 7)

Remarks
Relationship
(Note 2)
0
0
0
0
0
0
0
0
1
1
Kuo Yang
Construction
Co., Ltd.







Shen Yang
Construction
Co., Ltd.
Wei Li
International
Development
Co., Ltd.
Tsang Shan
Development
Co., Ltd.
Chi Hsuan
Development
Co., Ltd.
Shen Yang
Construction
Co., Ltd.
Hanshin Asset
Management
Co., Ltd.
Li Yang
Agricultural
Technology
Co., Ltd.
Heng Jui
Development
Co., Ltd.
Ta Yuan
Construction
Co., Ltd.
Chi Yang
Construction
Co., Ltd.
Tsang Hsin
Construction
Co., Ltd.
5
5
5
2

5
5
5
5
2
5
$ 18,458,804
18,458,804
18,458,804
18,458,804
18,458,804
18,458,804
18,458,804
18,458,804
3,123,576
3,123,576
$ 10,504,655
558,000
1,116,000
634,500
798,000
665,000
266,000
522,616
2,415,000
368,000
$ 6,838,730
279,000
558,000
634,500
-
-
-
202,616
2,282,500
368,000
$ 6,262,170
279,000
558,000
131,500
-
-
-
202,616
130,300
311,350
$ -

-

-

-

-

-

-

-

-

-
74.10%
3.02%
6.05%
6.87%
0.00%
0.00%
0.00%
2.20%
146.15%
23.56%
$ 36,917,608

36,917,608

36,917,608

36,917,608

36,917,608

36,917,608

36,917,608

36,917,608

6,247,152

6,247,152
N
N
N
Y
N
N
N
N
N
N
N
N
N
Y
N
N
N
N
N
N
N
N
N
Y
N
N
N
N
N
N

Note 1: The explanation for filling out numbers is as follows: 1. The issuer shall fill out numbers of 02. Investees are numbered in order starting from "1".

  • Note 2: Relationships between endorser/guarantor and the entity for which the endorsement/guarantee is made are classified into the following six categories (simply specify the respective category): 1. Companies in a business relationship with the Company.

  • Subsidiaries in which the Company directly holds more than 50% of its total outstanding ordinary shares.

  • Investees in which parent company and subsidiary hold more than 50% of total outstanding ordinary shares combined.

  • Parent company in which the Company directly or indirectly (along with subsidiary) holds more than 50% of its total outstanding ordinary shares.

  • Companies providing mutual endorsements/guarantees for industry peers for purposes of undertaking a construction project.

  • Companies where all capital-contributing shareholders make endorsements/guarantees for their jointly invested company in proportion to their shareholding percentages.

Table 1 Page 1

Note 3: The procedures in which the Company provides endorsements/guarantees for others, the maximum endorsements/guarantees for each entity, and the total limit of endorsements/guarantees shall be filled in. The individual entity receiving endorsements/guarantees and the calculation method for the total limit amount shall be specified in the "Remarks" column.

  1. The total endorsements and guarantees provided by the Company shall not exceed the net value of the Company's most recent financial statements; the endorsements and guarantees provided for an individual enterprise may not exceed 20% of the net value of the Company's most recent financial statements.

  2. Where the Company fulfills its contractual obligations by providing mutual endorsements and guarantees for another company in the same industry or for joint builders for a construction project, where all capital contributing shareholders make endorsements and guarantees for their jointly invested company in proportion to their shareholding percentages, where companies in the same industry provide joint guarantee for contract performance for pre-sale property contracts in accordance with the Consumer Protection Act, or where the Company directly or indirectly holds 100% of the voting shares and provides endorsements and guarantees, the restrictions in the preceding paragraph shall not apply and the endorsements and guarantees can still be provided. However, such endorsements and guarantees shall not exceed 400% of the net value of the most recent financial statements; the total endorsements and guarantees provided for an individual enterprise may not exceed 200% of the net value of the most recent financial statements.

  3. Where Shen Yang Construction fulfills its contractual obligations by providing mutual endorsements and guarantees for another company in the same industry or for joint builders for a construction project, where all capital contributing shareholders make endorsements and guarantees for their jointly invested company in proportion to their shareholding percentages, where companies in the same industry provide joint guarantee for contract performance for pre-sale property contracts in accordance with the Consumer Protection Act, or where the Company directly or indirectly holds 100% of the voting shares and provides endorsements and guarantees, such endorsements and guarantees shall not exceed 400% of the net value of the most recent financial statements; the total endorsements and guarantees provided for an individual enterprise may not exceed 200% of the net value of the most recent financial statements.

Note 4: Highest balance of endorsements/guarantees to others for the year.

Note 5: Endorsement/guarantee liabilities are assumed when the amount of the endorsement/guarantee contracts or bills signed with the bank by the Company is approved as of the end of the year. Other matters related to endorsements/guarantees shall be included in the endorsement/guarantee balance.

Note 6: Enter the actual amount drawn down by the companies for which the endorsements/guarantees are made within the range of endorsement/guarantee balance.

Note 7: Endorsements/guarantees made by TWSE/TPEx listed parent company for subsidiary, endorsements/guarantees made by subsidiary for TWSE/TPEx listed parent company, and endorsements/guarantees made in Mainland China are must be indicated with "Y".

Table 1 Page 2

Kuo Yang Construction Co., Ltd.

Holding of marketable securities at the end of the period (excluding investment in subsidiaries, affiliates and joint ventures) December 31, 2021

Table 2

Unit: NT$1,000 (Unless specified otherwise)

Securities held by Type and name of marketable securities Relationship
with
securities
issuer
General ledger account End ofperiod End ofperiod End ofperiod Remarks
Number of
shares
Carrying
amount
Shareholding
ratio
Fair value
Kuo Yang Construction Co.,
Ltd.

Shang Yang International
Asset Management Co., Ltd.
Kuo Yang Construction Co.,
Ltd.
Celestial Talent Limited
Kuo Yang Construction Co.,
Ltd.



Shen Yang Construction Co.,
Ltd.

Kuo Yang Construction Co.,
Ltd.
Nomura Global High Yield Bond Fund
TCB Global Healthcare M-A Income Fund
O-Bank No. 1 Real Estate Investment Trust
Non-listed stocks - Tai Ho Construction Co.,
Ltd.
Cultivate Wealth Limited
Listed stocks - Fu I Industrial Co., Ltd.
Chuwa Wool Industry Co.,
(Taiwan) Ltd.
Hi-Lai Foods Co., Ltd.
Hsin Kuang Steel Co., Ltd.
Evergreen Marine
Corporation
Listed stocks - Hi-Lai Foods Co., Ltd.
China Development Financial
Holding Co., Ltd.
Taiwan Cement Corporation
Winbond Electronics
Corporation
Hotron Precision Electronic
Industrial Co., Ltd.
Co-Tech Development Corp.
Asia Cement Corporation
Nan Ya Plastics Corporation
Evergreen Marine
Corporation
Non-listed stocks - United Real Estate
Management Co., Ltd.
Hanshin Asset Management
Co., Ltd.
None
None
None
None
None
None
Note 4

None
None
Note 4
None
None
None
None
None
None
None
None
None
Note 4
Current financial assets at fair
value through profit or loss


Non-current financial assets at
fair value through profit or loss

Current financial assets at fair
value through other
comprehensive income













Non-current financial assets at
fair value through other
comprehensive income
689,047
1,000,000
617,000
2,400,000
20.1
1,755,429
3,108,000
332,237
330,000
600,000
22,149
3,000,000
2,553,000
1,100,000
500,000
800,000
500,000
100,000
700,000
1,494,794
4,946,472
$ 4,843
9,960
5,621
$ 20,424
$ -
-
$ -
$ 94,792
72,883
37,211
19,206
85,500
2,481
52,500
122,544
37,400
28,150
61,680
22,150
8,540
99,750
$ 744,787
$ 20,278
140,975
-
-
-
17.14%
0.11%
1.83%
3.38%
0.78%
0.10%
0.01%
0.05%
0.02%
0.04%
0.03%
0.54%
0.32%
0.01%
0.00%
0.01%
4.43%
2.29%
$ 4,843
9,960
5,621
$ 20,424
$ -
-
$ -
$ 94,792
72,883
37,211
19,206
85,500
2,481
52,500
122,544
37,400
28,150
61,680
22,150
8,540
99,750
$ 744,787
$ 20,278
140,975

Table 2 Page 1


Shen Yang Construction Co.,
Ltd.
Shang Yang International
Asset Management Co., Ltd.
Grand Hi-Lai Hotel Co., Ltd.
Non-listed stocks - Han Chi Technology Co.,
Ltd.
Non-listed stocks - Kaohsiung Arena
Development Corporation
SE Security Corp.

None
Note 4
None



5,401,471
450,000
12,500,000
1,526,170
73,132
7,961
157,750
26,036
$ 426,132
18.00%
9.00%
5.00%
15.26%
73,132
7,961
157,750
26,036
$ 426,132

Table 2 Page 2

Kuo Yang Construction Co., Ltd.

Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of paid-in capital or more: January 1 to December 31, 2021

Table 3

Unit: NT$1,000 (Unless specified otherwise)

Type and name of marketable securities
Buying/selling
company
]
(Note 1)
General ledger account
Type and name of marketable securities
Buying/selling
company
]
(Note 1)
General ledger account
Type and name of marketable securities
Buying/selling
company
]
(Note 1)
General ledger account
Transaction
counterparty
(Note 2)
Relationship
(Note 2)
Opening Opening Purchased
(Note 3)
Purchased
(Note 3)
Sold
(Note 3)
Sold
(Note 3)
Sold
(Note 3)
Sold
(Note 3)
End ofperiod End ofperiod
Number
of
shares
Amount Number of
shares
Amount Number of
shares
Selling price Book cost Gain (loss)
on disposal
Number
of
shares
Amount
Shen Yang
Construction
Co., Ltd.
Listed stocks -
Yang Ming Marine
Transport
Corporation
Current financial assets at fair
value through other
comprehensive income
- - - $ - 1,900,000 $ 285,172 1,900,000 $ 316,692 $ 285,172 $ 31,520 - $ -

Note 1: Securities in the Table refer to stocks, bonds, certificates of beneficial interest, and securities derived from such items. Note 2: The two fields are required for securities investments accounted for using equity method but exempted for others. Note 3: The cumulative purchase and sales amount shall be calculated separately based on the market price to determine whether it reaches NT$300 million or 20% of the paid-in capital. Note 4: Paid-in capital refers to the paid-in capital of the parent company. If the issuer's shares are issued without face value or where the face value does not equal to NT$10, the 20% requirement on paid-up capital shall be calculated instead at 10% of equity attributable to parent company shareholders in the balance sheet.

Table 3 Page 1

Kuo Yang Construction Co., Ltd. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more January 1 to December 31, 2021

Table 4

Unit: NT$1,000 (Unless specified otherwise)

Prior transaction of related counterparty

Prior transaction of related counterparty Prior transaction of related counterparty Prior transaction of related counterparty Prior transaction of related counterparty
Company that
acquired realproperty
Name ofproperty Transaction
date
Transaction
amount
Payment
status
Transaction
counterparty
Relationship Owner Relationship
with issuer
Transfer
date
Amount Basis of reference for
price determination
Purpose of
acquisition
and status of
usage
Miscellaneous
Kuo
Yang
Construction Co., Ltd.
Kuo
Yang
Construction Co., Ltd.
Kuo
Yang
Construction Co., Ltd.
Shen
Yang
Construction Co., Ltd.
Inventories - land
awaiting
construction
(Land on
Zhongxing
Section,
Sanchong)
Inventories - land
awaiting
construction
(Land on Zhongyi
Section, Tucheng)
Inventories - land
under
construction
(Land on Jiuzong
Section, Neihu)
Inventories - land
awaiting
construction
(Land in
Fengshan
District,
Kaohsiung)
2021/7/12
2021/1/18
2021/7/12
2020/11/09
2020/12/30
2020/12/16
$ 944,338
$ 1,053,000
$ 1,520,458
$ 566,190
$ 944,132
$ 1,053,000
$ 1,520,458
(Note 1)
$ 566,190
(Note 2)
Yung I Industrial
Co., Ltd. and Hwa
Yang International
Distribution Co.,
Ltd.
B and Chen Chang
Industrial Co.
10 individuals
including A and Po
Kai Development
Co., Ltd.
Land
Administration
Bureau, Kaohsiung
City Government
None
None
None
None
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Appraisal report from
Hung Pang Real Estate
Appraisers Firm and
appraisal report from
Zhe Yu Real Estate
Appraisers Firm
Appraisal report from
Zhe Yu Real Estate
Appraisers Firm and
appraisal report from
Ho Yang Real Estate
Appraisers Firm
Appraisal report from
Zhe Yu Real Estate
Appraisers Firm,
appraisal report from
Hung Pang Real Estate
Appraisers Firm, and
Chih Wei Real Estate
Appraisers Firm
Not applicable
Land for
construction
Land for
construction
Land for
construction
Land for
construction
Not
applicable
Not
applicable
Not
applicable
Not
applicable

Note 1: The Group has paid $1,050,595 in 2020 and paid $469,863 in this period in accordance with contracts. All payments were completed.

Note 2: The Group did not make payments in 2020 and paid $566,190 in this period. All payments were completed.

Note 3: Where an appraisal is required for an acquired asset, specify the appraisal results in the "reference for price determination".

Note 4: Paid-in capital refers to the paid-in capital of the parent company. If the issuer's shares are issued without face value or where the face value does not equal to NT$10, the 20% requirement on paid-up capital shall be calculated instead at 10% of equity attributable to parent company shareholders in the balance sheet.

Note 5: The date of occurrence refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of board meeting resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier

Table 4 Page 1

Kuo Yang Construction Co., Ltd. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more January 1 to December 31, 2021

Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Table 5
Unit: NT$1,000
(Unless specified otherwise)
Company that
disposed of real
property
Name of
property
Transaction
date
Acquisition
date
Carrying
amount
Transaction
amount
Payment
collection
status
Gain (loss)
on disposal
Transaction
counterparty
Relationship Purpose
of
disposal
Basis of reference for
price determination
Miscellaneous
Kuo
Yang
Construction
Co.,
Ltd.
Kuo
Yang
Construction
Co.,
Ltd.
Inventories -
houses and
land held for
sale
Inventories -
houses and
land under
construction
2021/1/12
2020/6/24
Not
applicable
for
houses
and land held
for sale
Not
applicable
for
pre-sale
properties
Not
applicable
Not
applicable
$ 222,443
$ 113,935
$222,443
already
collected in
accordance
with contracts
$222,443
$113,935
already
collected in
accordance
with contracts
$113,935
(Note 1)
Not
applicable
Not
applicable
Good
Way
Technology
Co., Ltd.
A
None
None
Gains
Gains
Appraisal report from
Chih Wei Real Estate
Appraisers Firm
Appraisal report from
Hung Pang Real Estate
Appraisers Firm
Not
applicable
Not
applicable

Note 1: The Group has collected $19,369 in 2020 and collected $94,566 in this period in accordance with contracts. All payment collections were completed. Note 2: The transaction amount and payment collection status shall be disclosed in accordance with the project shareholding ratio.

Note 3: Where an appraisal is required for a disposed asset, specify the appraisal results in the "reference for price determination".

Note 4: Paid-in capital refers to the paid-in capital of the parent company. If the issuer's shares are issued without face value or where the face value does not equal to NT$10, the 20% requirement on paid-up capital shall be calculated instead at 10% of equity attributable to parent company shareholders in the balance sheet.

Note 5: The date of occurrence refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of board meeting resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier;

Table 6 Page 1

Kuo Yang Construction Co., Ltd.

The business relationship and significant transactions between the parent company and its subsidiaries January 1 to December 31, 2021

Table 6

Unit: NT$1,000

No.
(Note 1)
Companyname Counterparty Relationship
(Note 2)
Transaction status Transaction status Transaction status Transaction status
General ledger
account
Amount Transaction terms Percentage of
consolidated total
operating revenues or
total assets
(Note 3)
0
0
0
0
1
Kuo Yang Construction Co., Ltd.
Kuo Yang Construction Co., Ltd.
Kuo Yang Construction Co., Ltd.
Kuo Yang Construction Co., Ltd.
Shang
Yang
International
Asset
Management Co., Ltd.
Shen Yang Construction Co., Ltd.
Shen Yang Construction Co., Ltd.
Shang
Yang
International
Asset
Management Co., Ltd.
Che Yang Agricultural Technology Co.,
Ltd.
Shadwell Limited.
1
1
1
1
3
Other receivables -
related parties
Rental/leasing
revenue
Rental/leasing
revenue
Rental/leasing
revenue
Interest payable
$ 60,975
203
186
186
425
Note 4
Note 4
Note 4
Note 4
Note 4
0.35%
0.00%
0.00%
0.00%
0.00%

Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  1. Parent company is "0".

  2. The subsidiaries are numbered in order starting from "1".

Note 2: Relationships are categorized into the following three types. Please specify the type:

  1. Parent company to subsidiary.

  2. Subsidiary to parent company.

  3. Subsidiary to subsidiary.

Note 3: Regarding percentage of transaction amount to consolidated total operating revenues or total assets, it is calculated based on period-end balance of transaction to consolidated total assets for balance sheet accounts and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.

Note 4: There is no major difference in transaction conditions between sales between parent company and subsidiaries and regular sales, other transaction conditions for other trades have no relevant examples to follow and the transaction conditions are determined in accordance with mutual agreements.

Table 6 Page 1

Kuo Yang Construction Co., Ltd.

Names, locations and other information of investee companies (excluding the investees in Mainland China) January 1 to December 31, 2021

Table 7

Unit: NT$1,000 (Unless specified otherwise)

Name of
investment
company
Investee Location Main business
activities
Initial investment amount Initial investment amount Holdings at the end ofperiod Holdings at the end ofperiod Holdings at the end ofperiod Net profit
(loss) of
investee for
the current
period
Investment
income (loss)
recognized by
the Company
for the current
period
Remarks
End of theperiod End of lastyear Number of
shares
Percentage Carrying
amount
Kuo Yang
Construction Co.,
Ltd.





Shen Yang
Construction Co.,
Ltd.

Shang Yang
International Asset
Management Co.,
Ltd.
Shen Yang
Construction Co.,
Ltd.
Shang Yang
International Asset
Management Co.,
Ltd.
Shadwell Limited
Hanshin Shopping
Plaza Co., Ltd.
Sweet Me Hot
Spring Resort Co.,
Ltd.
Hanshin
Department Store
Co., Ltd.
Che Yang
Agricultural
Technology Co.,
Ltd.
Chi Yang
Construction Co.,
Ltd.
Chi Yang
Construction Co.,
Ltd.
Century Rainbow
Taiwan
Taiwan
British
Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Seychelles
Real estate
investment,
development,
and rental and
leasing
Residence and
buildings lease
construction and
development
Investment in
real estate
property
Department
store
General hotel
industry and
restaurant
management
Department
store
Horticulture
services and
afforestation
Residence and
buildings lease
construction and
development
Residence and
buildings lease
construction and
development
Investment
$ 1,600,000
631,098
4,742
480,000
22,000
300,926
2,500
136,000
31,500
103,163
$ 1,600,000
631,098
4,742
480,000
22,000
-
2,500
136,000
31,500
103,163
160,000,000
61,800,000
200,000
10,005,000
2,200,000
-
250,000
13,600,000
3,150,000
2,718,138
100%
100%
100%
20%
20%
-
100%
80%
45%
100%
$1,535,932
649,447
2,140
898,024
11,775
-
1,462
135,649
61,024
756
$ 72,692
29,375
(
57 )
948,013
(
5,553 )
71,978
(
226 )
(
69 )
66,092
(
40 )
$ 88,498
29,610
(
57 )
170,156
(
1,158 )
6,710
(
226 )
(
55 )
29,742
(
40 )
Subsidiary
(Note 2)
Subsidiary
(Note 2)
Subsidiary
(Note 2)
Affiliate
enterprise
(Note 3)
Affiliate
enterprise
Affiliate
enterprise
(Note 3)
Sub-subsidiary
(Note 2)
Sub-subsidiary
(Note 2)
Affiliate
enterprise
Sub-subsidiary

Table 7 Page 1

Century Rainbow
Limited
Century Rainbow
Limited
Charm Merit
Limited
Limited
Celestial Talent
Limited
Charm Merit
Limited
Good Fame
Limited
Seychelles
Hong
Kong
Samoa
company
Investment
company
Investment
company
Investment
company
(USD 3,727
thousand)
75,483
(USD 2,727
thousand)
27,680
(USD 1,000
thousand)
27,680
(USD 1,000
thousand)
(USD 3,727
thousand)
75,483
(USD 2,727
thousand)
27,680
(USD 1,000
thousand)
27,680
(USD 1,000
thousand)
1,988,828
1,000,000
1,000,000
100%
100%
40%
(
92 )
941
1,009
-
(
40 )
(
100 )
-
(
40 )
(
41 )
(Note 1.2)
Sub-subsidiary
(Note 1.2)
Sub-subsidiary
(Note 1.2)
Affiliate
enterprise
(Note 1)

Note 1: Calculated based on the exchange rate of the foreign currency on December 31, 2021. Note 2: All the transactions were consolidated and written off in the preparation of the consolidated financial statements. Note 3: Hanshin Shopping Plaza merged Hanshin Department Store through a share conversion on September 1, 2021 and acquired 100% of its shares. Refer to Note 6 (7).

Table 7 Page 2

Kuo Yang Construction Co., Ltd. Information on investments in Mainland China - basic information January 1 to December 31, 2021

Table 8

Unit: NT$1,000 (Unless specified otherwise)

Investees in
Mainland China
Main business
activities
Paid-in
capital
Investment
method
(Note 1)
Opening
balance of
accumulated
fund transfer
from Taiwan
Amount remitted from
Taiwan to Mainland
China/Amount remitted
back to Taiwan for the
currentperiod
Amount remitted from
Taiwan to Mainland
China/Amount remitted
back to Taiwan for the
currentperiod
Ending
balance of
accumulated
fund transfer
from Taiwan
Net profit
(loss) of
investee for
the current
period
Ownership
held directly
or indirectly
by the
Company
Investment
income
(loss)
recognized
by the
Company in
the current
period (Note
2(2). B)
Ending
investment
book value
Investment
revenue
transferred
back to
Taiwan as of
the end of
theperiod
Remarks
Remitted
to
Mainland
China
Remitted
back to
Taiwan
Guopan
Investment
Consultancy Co.,
Ltd.
Business
investment
consulting and
enterprise
management
consulting
$ 83,040
(USD 3,000
thousand)
(2) $ 27,680
(USD 1,000
thousand)
$ - $ - $ 27,680
(USD 1,000
thousand)
($ 100) 40% ($ 40) $ 1,079 $ -
Companyname Accumulated investment
remitted from Taiwan to
Mainland China at the end of
theperiod
Investment amount approved
by the Investment
Commission of the Ministry
of Economic Affairs(MOEA)
Upper limit on investment
authorized byMOEAIC
The Company $ 102,637
(USD 3,708 thousand)
$ 102,637 $ 5,557,988
  • Note 1: The methods for engaging in investment in Mainland China are categorized into the following three types. Please specify the type:

  • (1) The Company remits its own funds directly to the investee companies located in Mainland China.

  • (2) The Company invests in Mainland China through a company in a third region. The Company invests in Good Fame Limited which invests in Guopan Investment Consultancy Co., Ltd. (3) Other methods.

Note 2: Investment income (loss) recognized by the Company in the current period:

  • (1) If the company is in preparation status and no investment loss and profit has occurred, it shall be noted.

  • (2) The three types of recognition of income on investment are as follows shall be noted.

  • A. Certified financial report audited by CPA firms in the Republic of China which have partnership with international CPA firms.

  • B. Financial report audited by CPA firm of Taiwan's parent company.

  • C. Others - Evaluations and disclosures of financial reports not yet audited by the CPA.

Note 3: Related numbers in this table shall be expressed in NTD.

  • Note 4: The Company has applied for the cancellation of unimplemented investments totaling USD 2,292 thousand in its investee company in Mainland China, Xi'an Hanshin Department Store Co., Ltd., in which it directly holds 12.89% of shares (non-material influence) in this period and the application was approved.

The investment amount approved by the Investment Commission of the Ministry of Economic Affairs as of the end of the period included the Company's investee company in Mainland China, Xi'an Hanshin Department Store Co., Ltd., in which it invested NT$74,957 thousand (USD 2,708 thousand) and directly holds 12.89% of shares (non-material influence). The amount remitted at the end of the period was the same.

Table 8 Page 1

Kuo Yang Construction Co., Ltd. Information on major shareholders December 31, 2021

Table 9

Shareholder's name Shares Shares
Number of shares held Shareholdingratio
Han Shen Investment Co., Ltd.
Chung Shen Development Co., Ltd.
Morta Enterprise Co., Ltd.
Cheng Chi Co., Ltd.
Wei Li International Development Co., Ltd.
35,985,223
27,709,048
24,795,785
23,124,570
19,320,488
9.46%
7.29%
6.52%
6.08%
5.08%

Table 9 Page 1