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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
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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 |
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| 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 |
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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.
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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
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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:
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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.
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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.
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Corresponding auditing procedures
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Understand and assess the internal operating procedures and accounting procedures for the valuation of land for construction by the Company's management.
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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.
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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:
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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.
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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.
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Evaluated the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
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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.
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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.
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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.
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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
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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)
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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 |
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|---|---|---|---|---|---|---|---|---|
| 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
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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
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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
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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").
- 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.
- 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 |
-
The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.
-
(III) IFRSs issued by International Accounting Standards Board (IASB) but not yet endorsed by the FSC
-
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 |
- 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
-
Except for the following items, these individual financial statements have been prepared under the historical cost convention:
-
(1) Financial assets at fair value through profit or loss.
-
(2) Financial assets at fair value through other comprehensive income.
-
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.
-
Foreign currency transactions and balances
-
(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.
-
(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.
-
(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:
-
Assets that meet one of the following criteria are classified as current assets:
-
(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;
-
(2) Liabilities arising mainly from trading activities;
-
(3) Assets that are expected to be realized within twelve months from the balance sheet date; or
-
(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.
- 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
-
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.
-
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.
-
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.
-
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
-
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.
-
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.
-
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
-
Accounts and notes receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services.
-
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
-
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.
-
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~
-
"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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
-
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.
- 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
-
Property and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalized.
-
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.
-
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.
-
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
-
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.
-
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
-
(1) Fixed payments less any lease incentives receivable; and
-
(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.
-
Lease liabilities are recognized at cost on the starting date of the lease. The cost includes:
-
(1) the original measurement amount of the lease liabilities;
-
(2) any lease payments made on or before the commencement date;
-
(3) any original direct cost incurred; and
-
(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
- 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.
- 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
- 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.
- 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.
- 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
-
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.
-
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.
-
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.
-
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.
-
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
-
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.
-
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.
-
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 |
-
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.
-
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 |
-
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.
-
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 |
-
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.
-
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.
-
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.
-
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 |
- 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 |
-
The Company has no notes and accounts receivable pledged to others.
-
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.
-
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.
-
The aforementioned notes and accounts receivable are notes and accounts that are not past due or impaired.
-
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) |
- 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.
-
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.
-
Please refer to Note 6 (8) 3 for a description of the transfer of right-of-use assets to inventories in this period.
-
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.
-
Please refer to Note 8 for detailed information on the Company's use of inventory as collateral.
(VI) Joint operations
-
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.
-
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% |
-
Hanshin Shopping Plaza Co., Ltd. (hereinafter referred to as "Hanshin Shopping Plaza")
-
(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 |
- 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
-
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.
-
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 |
- 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 |
|---|---|---|---|---|---|---|
- 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) |
-
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.
-
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
- 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 |
- 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
-
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.
-
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.
-
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.
-
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.
-
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$10 billion, the cash dividends shall not be less than 50%.
-
The appropriations of 2020 and 2019 earnings were approved by the
~37~
shareholders’ meeting on August 19, 2021 and June 10, 2020, respectively. Details are summarized as follows:
| Legal reserve Cash dividends |
2020 | 2020 | 2019 | 2019 |
|---|---|---|---|---|
| Amount | Dividend per share (NT$) |
Amount | Dividend per share (NT$) |
|
| $ 495,988 1,424,874 |
$ - 2.50 |
$ 5,689 104,487 |
$ - 0.15 |
- 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 |
-
The 2021 earnings distribution proposal has not yet been approved by the Board of Directors as of March 21, 2022.
-
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 |
- 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 |
-
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.
-
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.
- 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 |
- 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 ) |
$ - | $ - |
-
The Company's deductible temporary differences not recognized as deferred income tax assets as of December 31, 2021 and 2020 were both $0.
-
The Company’s profit-seeking enterprise income tax returns have been approved by the tax authorities up to 2018.
(XXV) EPS
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares of |
2021 | ||
|---|---|---|---|
| Amount after tax | Weighted average number of ordinary shares outstanding (shares in thousands) |
EPS (NT$) |
|
| $ 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
- 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.
-
Please refer to Note 6 (9) for information on the fair value of investment properties carried at cost.
-
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.
-
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:
-
(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 |
|||
-
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.
-
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
-
Loans to others: None.
-
Provision of endorsements and guarantees to others: Please refer to Table 1.
-
Holding of marketable securities at the end of the period (excluding investment in subsidiaries, affiliates and joint ventures): Please refer to Table 2.
-
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.
-
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 4.
-
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 5.
-
Purchase or sale of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more: None.
-
Trading in derivatives: None.
-
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
-
Basic information: Please refer to Table 8.
-
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 |
-
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.
-
The Company discloses the following information in accordance with the table above:
-
(1) The average employee benefit expenses in 2021 and 2020 amounted to $1,599 and $2,520, respectively.
-
(2) The average employee salary expenses in 2021 and 2020 amounted to $1,334 and $2,084, respectively.
-
(3) The adjustment of the average employee salary expenses in 2021 was (36.036)%.
-
The Company’s salary policy is as follows:
-
(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.
-
(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.
-
(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.
-
-
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.
-
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.
-
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.
-
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:
-
Parent company is "0".
-
The subsidiaries are numbered in order starting from "1".
Note 2: Relationships are categorized into the following three types. Please specify the type:
-
Parent company to subsidiary.
-
Subsidiary to parent company.
-
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