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ky — Audit Report / Information 2020
Nov 13, 2020
52131_rns_2020-11-13_f6ac40f5-96fe-4a73-ac2d-c1dd622c4161.pdf
Audit Report / Information
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Kuo Yang Construction Co., Ltd. and Subsidiaries Consolidated Financial Statements and Independent Auditor's Report 2020 and 2019 (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. and Subsidiaries Consolidated Financial Statements and Independent Auditor's Report for 2020 and 2019 Table of Contents
| Item I. Cover II. Table of Contents III. Statement IV. Independent Auditor's Report V. Consolidated Balance Sheet VI. Consolidated Statements of Comprehensive Income VII. Consolidated Statements of Changes in Equity VIII. Consolidated Cash Flow Statement IX. Notes to the Consolidated 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 (X) Significant disaster loss (XI) Significant events after the balance sheet date (XII) Other (XIII) Supplementary disclosures (XIV) Segment information |
Page Number |
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1 2 3 4 - 8 9 - 10 11 12 13 - 14 15 - 63 15 15 15 - 16 17 - 27 27 - 28 28 - 50 50 - 54 54 54 54 54 54 - 60 61 61 - 63 |
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Kuo Yang Construction Co., Ltd. Consolidated Financial Statement of Affiliates
Companies what should be included in the consolidated financial statement of affiliates as provided in "Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliates" are all the same as what should be included in the consolidated financial statements of parent and subsidiary companies as provided in International Financial Reporting Standards (IFRS) 10 in 2020 (from January 1, 2020 to December 31, 2020) and the relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies. The Company shall not be required to prepare separate consolidated financial statements of affiliates.
Hereby declared by
Company Name: Kuo Yang Construction Co., Ltd.
Legal Representative: Tzu-Kuan Lin March 22, 2021
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Independent Auditor's Report (2021) Cai-Shen-Bao-Zi No. 20004773
To Kuo Yang Construction Co., Ltd.:
Audit Opinions
The Consolidated Balance Sheet of Kuo Yang Construction Co., Ltd. and subsidiaries (hereinafter referred to as Kuo Yang Group) as of December 31, 2020 and 2019, Consolidated Statements of Comprehensive Income, Consolidated Statements of Changes in Equity, Consolidated Cash Flow Statement, and Notes to the Consolidated Financial Statements (including a summary of material accounting policies) from January 1 to December 31, 2020 and 2019 have been audited by the CPA.
In our opinion, based on the results of the CPA's audit and the audit reports of other CPAs (refer to Other Supplementary Matters), the aforementioned Consolidated Financial Statements were prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, International Financial Reporting Standards, International Accounting Standards, and explanations/interpretations approved by FSC in all material respects and are therefore sufficient in presenting the consolidated financial conditions of the Kuo Yang Group as of December 31, 2020 and 2019, and the consolidated financial performance and consolidated cash flow from January 1 to December 31, 2020 and 2019.
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 Consolidated 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 Group 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 Group's 2020 Consolidated Financial Statements as per the professional judgment of the CPA. These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
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Key audit matters of the Consolidated Financial Statements of Kuo Yang Group for 2020 are as follows:
Appropriateness of the period in which income from the sales of houses and land is recognized
Description
Refer to Note 4 (29) in the Consolidated Financial Statements for accounting policies on operating revenue from construction. Refer to Note 6 (18) of the Consolidated Financial Report for description 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.
-
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 (13) of the Consolidated Financial Statements for accounting policies on construction land valuation. Refer to Note 5 of the Consolidated Financial Statements for accounting estimates and uncertainties of assumptions for inventory valuation. Refer to Note 6 (5) of the Consolidated Financial Statements 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 Group for 2020 and 2019. Those financial statements were audited by other CPAs. As such, our opinions in the aforementioned Consolidated 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$564,559 thousand and NT$202,017 thousand as of December 31, 2020 and 2019 accounted for 2.78% and 1.09% of the total assets, respectively. The comprehensive income recognized for 2020 and 2019 was NT$34,168 thousand and NT$(9,354) thousand, which accounted for 0.64% and (7.79%) of the total comprehensive income for the period, respectively.
Other matters - Individual Financial Statements
Kuo Yang Construction Co., Ltd. has prepared Individual Financial Statements for 2020, for which we have issued an audit report containing an unqualified opinion plus other matters for reference.
Responsibilities of the management and the governing bodies for the Consolidated Financial Statements
The responsibility of the management was to prepare the consolidated 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 consolidated financial statements to ensure such financial statements did not contain any false contents as a result of fraudulence or mistakes.
When the Consolidated Financial Statements were in the process of preparation, the responsibility of the management also included assessment of the capacity of Kuo Yang Group 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 Group 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 Group are responsible for overseeing the financial reporting process.
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Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an 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 Consolidated 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.
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 Consolidated 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 Group.
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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 Group'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 Consolidated 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 Group to cease to continue as a going concern.
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Evaluated the overall expression, structure and content of the Consolidated 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 Group to state our opinion on the Consolidated Financial Statements. We are responsible for the direction, supervision and performance of the consolidated audit. We remain solely responsible for the audit opinions of the Consolidated 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.
From the matters communicated with those charged with governance, the CPA determines matters that were of most significance in the audit of the 2020 Consolidated Financial Statements of Kuo Yang Group 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
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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 approval document number: Jin-Guan-Zheng-6 No. 0960042326
Financial Supervisory Commission Approval Document No.: Jin-GuanZheng-Shen No. 1030027246
March 22, 2021
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Kuo Yang Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheet December 31, 2020 and 2019
| Assets | Notes 6 (1) 6 (2) 6 (3) 6 (4) 6 (4) and 7 7 6 (5) (6) and 8 8 6 (3) and 7 6 (7) and 7 6 (8) and 8 6 (9) and 8 6 (10) and 8 7 6 (13) 8 |
December 31,2020 | % 28 - 2 - 1 3 - 49 3 1 - 87 5 3 - 2 1 - 1 - - 1 13 100 |
Unit: NT$1,000 December 31,2019 Amount % $ 1,504,926 8 36,939 - 91,414 1 61,748 - 37,800 - 400,084 2 329 - 14,025,233 76 365,978 2 310,313 2 70,671 - 16,905,435 91 359,330 2 202,949 1 72,178 - 466,773 3 256,801 1 5,784 - 122,867 1 6,276 - 59,431 - 113,968 1 1,666,357 9 $ 18,571,792 100 |
|---|---|---|---|---|
| Amount $ 5,724,939 32,275 378,534 52,548 249,514 488,532 584 9,918,081 586,214 229,340 76,676 17,737,237 1,024,216 565,612 86,325 358,860 255,414 - 104,287 - 59,435 117,700 2,571,849 $ 20,309,086 |
Amount $ 1,504,926 36,939 91,414 61,748 37,800 400,084 329 14,025,233 365,978 310,313 70,671 16,905,435 359,330 202,949 72,178 466,773 256,801 5,784 122,867 6,276 59,431 113,968 1,666,357 $ 18,571,792 |
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| Current assets 1100 Cash and cash equivalents 1110 Current financial assets at fair value through profit or loss 1120 Current financial assets at fair value through other comprehensive income 1150 Notes receivable, net 1170 Accounts receivable, net 1200 Other receivables 1220 Current income tax assets 130X Inventories 1410 Prepayments 1476 Other financial assets - current 1479 Other current assets - other 11XX Total current assets Non-current assets 1517 Non-current financial assets at fair value through other comprehensive income 1550 Investments recognized under the equity method 1600 Property, plant and equipment 1755 Right-of-use assets 1760 Investment properties, net 1840 Deferred income tax assets 1920 Refundable deposits 1975 Net defined benefit assets - non-current 1980 Other financial assets - non-current 1990 Other non-current assets - other 15XX Total non-current assets 1XXX Total assets |
(Continued)
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Kuo Yang Construction Co., Ltd. and Subsidiaries Consolidated Balance Sheet December 31, 2020 and 2019
| Liabilities and Equity | Notes 6 (11) 6 (12) 6 (18) and 7 6 (14) and 7 7 6 (14) 6 (15) 6 (16) 6 (17) 9 11 |
December 31,2020 | % 17 9 5 1 4 17 - - 1 54 - - - - 54 19 3 4 17 3 46 - 46 100 |
Unit: NT$1,000 December 31,2019 Amount % $ 5,576,476 30 2,799,635 15 1,036,014 6 64,911 - 653,554 4 79,198 - 5,075 - 22,014 - 29,566 - 10,266,443 55 82,077 1 4,643 - 1,170 - 87,890 1 10,354,333 56 6,965,825 38 627,683 3 372,395 2 130,048 1 95,510 - 8,191,461 44 25,998 - 8,217,459 44 $ 18,571,792 100 |
|---|---|---|---|---|
| Amount $ 3,518,839 1,883,373 1,012,044 107,188 829,033 3,456,579 33,005 21,991 89,102 10,951,154 63,147 2,996 1,195 67,338 11,018,492 3,800,000 627,683 856,070 3,456,890 516,025 9,256,668 33,926 9,290,594 $ 20,309,086 |
Amount $ 5,576,476 2,799,635 1,036,014 64,911 653,554 79,198 5,075 22,014 29,566 10,266,443 82,077 4,643 1,170 87,890 10,354,333 6,965,825 627,683 372,395 130,048 95,510 8,191,461 25,998 8,217,459 $ 18,571,792 |
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| Current liabilities 2100 Short-term borrowings 2110 Short-term notes and bills payable 2130 Contract liabilities - current 2150 Notes payable 2170 Accounts payable 2219 Other payables - other 2230 Current income tax liabilities 2280 Lease liabilities - current 2399 Other current liabilities - other 21XX Total current liabilities Non-current liabilities 2580 Lease liabilities - non-current 2645 Deposits received 2670 Other non-current liabilities - other 25XX Total non-current liabilities 2XXX Total liabilities Equity Equity attributable to owners of parent company Share capital 3110 Capital stock - common Capital surplus 3200 Capital surplus Retained earnings 3310 Legal reserve 3350 Undistributed earnings Other equity 3400 Other equity 31XX Total equity attributable to owners of parent company 36XX Non-controlling interest 3XXX Total equity Significant contingent liabilities and unrecognized contractual commitments Significant events after the balance sheet date 3X2X Total liabilities and equity |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
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Kuo Yang Construction Co., Ltd. and Subsidiaries Consolidated Statements of Comprehensive Income January 1 to December 31, 2020 and 2019
| Item 4000 Operating revenue 5000 Operating costs 5900 Operating profit Operating expenses 6100 Promotion expenses 6200 Administrative expenses 6000 Total operating expenses 6900 Operating profit Non-operating income and expenses 7100 Interest income 7010 Other income 7020 Other profits and losses 7050 Finance costs 7060 Share of profit or loss of affiliates and joint ventures recognized under the equity method 7000 Total non-operating income and expenses 7900 Pre-tax profit 7950 Income tax expenses 8200 Net profit of the term Other comprehensive income Components of other comprehensive income that will not be reclassified to profit or loss 8311 Remeasurements of defined benefit plan 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income 8310 Total components of other comprehensive income that will not be reclassified to profit or loss Components that may be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8370 Share of other comprehensive profit or loss of affiliates and joint ventures recognized under the equity method - components that may be reclassified to profit or loss 8360 Total components that may be reclassified to profit or loss 8300 Other comprehensive income (net) 8500 Total comprehensive income Net profit (loss) attributable to: 8610 Owners of the parent company 8620 Non-controlling interest Total comprehensive income attributable to: 8710 Owners of the parent company 8720 Non-controlling interest EPS 9750 Basic earnings per share 9850 Diluted earnings per share |
Notes 6 (18) and 7 6 (15) (23) (24) 6 (23) (24) 6 (19) 6 (20) 6 (21) 6 (22) 6 (7) 6 (25) 6 (17) 6 (17) 6 (17) 6 (26) |
Unit: NT$1,000 (except earnings per share which is expressed in NT$) 2020 2019 Amount % Amount % $ 14,277,915 100 $ 1,923,024 100 ( 8,752,481) ( 61) ( 1,458,300) ( 76) 5,525,434 39 464,724 24 ( 204,193) ( 2) ( 117,671 ) ( 6 ) ( 317,412) ( 2) ( 220,555) ( 12) ( 521,605) ( 4) ( 338,226) ( 18) 5,003,829 35 126,498 6 55,593 - 14,302 1 91,727 1 28,526 1 44,829 - 330 - ( 70,441) - ( 96,704 ) ( 5 ) 34,053 - ( 9,477) - 155,761 1 ( 63,023) ( 3) 5,159,590 36 63,475 3 ( 216,523) ( 1) ( 6,587) - $ 4,943,067 35 $ 56,888 3 $ 578 - $ - - 436,826 3 63,263 3 437,404 3 63,263 3 ( 136) - 24 - ( 14) - ( 29 ) - ( 150) - ( 5) - $ 437,254 3 $ 63,258 3 $ 5,380,321 38 $ 120,146 6 $ 4,943,139 35 $ 56,890 3 ($ 72) - ( $ 2 ) - $ 5,380,393 38 $ 120,148 6 ($ 72) - ( $ 2 ) - $ 7.58 $ 0.08 $ 7.57 $ 0.08 |
|---|---|---|
| $ |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
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Kuo Yang Construction Co., Ltd. and Subsidiaries Consolidated Statements of Changes in Equity
January 1 to December 31, 2020 and 2019
Unit: NT$1,000
| 2019 Balance as at January 1, 2019 Net profit of the term Other comprehensive income for the period Total comprehensive income Earnings appropriation and distribution: Cash dividends Changes in non-controlling interests for the period Balance at December 31, 2019 2020 Balance as at 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 Changes in non-controlling interests for the period Cash refunded in capital reduction Disposal of equity instruments in other comprehensive income measured at fair value through profit and loss Balance at December 31, 2020 |
Notes | Equityattributable to owners ofparent company | Equityattributable to owners ofparent company | Equityattributable to owners ofparent company | Equityattributable to owners ofparent company | Equityattributable to owners ofparent company | Non-controlling interest |
Totalequity | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Capital stock - common |
Capitalsurplus | Retained earnings | Other | equity | Total | |||||||||||||
| 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 |
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| 6 (17) 6 (16) 6 (17) 6 (16) 6 (14) 6 (17) |
$ 6,965,825 - - - - - $ 6,965,825 $ 6,965,825 - - - - - - ( 3,165,825 ) - $ 3,800,000 |
$ 627,683 - - - - - $ 627,683 $ 627,683 - - - - - - - - $ 627,683 |
$ 372,395 - - - - - $ 372,395 $ 372,395 - - - 483,675 - - - - $ 856,070 |
$ 421,449 56,890 - 56,890 ( 348,291 ) - $ 130,048 $ 130,048 4,943,139 578 4,943,717 ( 483,675 ) ( 1,149,361 ) - - 16,161 $ 3,456,890 |
$ 22,271 - ( 5 ) ( 5 ) - - $ 22,266 $ 22,266 - ( 150 ) ( 150 ) - - - - - $ 22,116 |
$ 9,981 - 63,263 63,263 - - $ 73,244 $ 73,244 - 436,826 436,826 - - - - ( 16,161 ) $ 493,909 |
$ 8,419,604 56,890 63,258 120,148 ( 348,291 ) - $ 8,191,461 $ 8,191,461 4,943,139 437,254 5,380,393 - ( 1,149,361 ) - ( 3,165,825 ) - $ 9,256,668 |
$ - ( 2 ) - ( 2 ) - 26,000 $ 25,998 $ 25,998 ( 72 ) - ( 72 ) - - 8,000 - - $ 33,926 |
$ 8,419,604 56,888 63,258 120,146 ( 348,291 ) 26,000 $ 8,217,459 $ 8,217,459 4,943,067 437,254 5,380,321 - ( 1,149,361 ) 8,000 ( 3,165,825 ) - $ 9,290,594 |
The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
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Kuo Yang Construction Co., Ltd. and Subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2020 and 2019
| 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 Share of profit (loss) of affiliates and joint ventures recognized under the equity method Dividend income Net gains on financial assets at fair value through profit or loss Disposal of gains from investments recognized under the equity method Gains on disposal of investments Changes in operating assets and liabilities Changes in operating assets Notes receivable, net Accounts receivable, net Other receivables Inventories Prepayments Other current assets Intangible assets Net defined benefit assets Other non-current assets Changes in operating liabilities Contract liabilities Notes payable Accounts payable Other payables Other current liabilities Cash inflow (outflow) generated from operations Interest received Interest paid Income tax paid and refunded Income tax paid Dividends received Net cash inflow (outflow) from operating activities |
Unit: NT$1,000 Notes January 1 to December 31, 2020 January 1 to December 31, 2019 $ 5,159,590 $ 63,475 6 (23) 34,013 31,311 6 (23) 178 67 6 (22) 70,441 96,704 6 (19) ( 55,593 ) ( 14,302 ) 6 (7) ( 34,053 ) 9,477 6 (20) ( 46,352 ) ( 10,539 ) 6 (21) ( 336 ) ( 3,739 ) ( 52,460 ) ( 5 ) ( 358 ) ( 486 ) 9,200 25,544 ( 211,714 ) 134,813 ( 83,448 ) ( 64,531 ) 4,277,390 ( 527,160 ) ( 219,227 ) ( 80,087 ) ( 6,005 ) ( 2,397 ) ( 177 ) ( 402 ) 6,854 - ( 3,733 ) 3,100 ( 23,970 ) 172,999 42,277 ( 22,442 ) 175,479 84,974 213,953 834 59,536 ( 9,716 ) 9,311,485 ( 112,508 ) 55,593 14,302 ( 159,617 ) ( 225,033 ) 161 7,048 ( 182,847 ) ( 2,390 ) 41,352 10,539 9,066,127 ( 308,042 ) |
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(Continued)
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Kuo Yang Construction Co., Ltd. and Subsidiaries Consolidated Cash Flow Statement January 1 to December 31, 2020 and 2019
| Cash Flows from Investing Activities 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 non-current financial assets at fair value through other comprehensive income Increase of other financial assets Acquisition of payments for investments recognized under the equity method Disposal of payments for investments recognized under the equity method Acquisition of property, plant and equipment Increase in refundable deposits Other non-current liabilities - other increases Net cash used in investing activities Cash Flows from Financing Activities Decrease in short-term borrowings Increase (decrease) in short-term bills payable Cash dividends paid Repayments of lease liabilities (Decrease) increase in guarantee deposits received Changes in non-controlling interests Net cash inflow (outflow) from financing activities Effect of exchange rate changes on cash and cash equivalents Increase (decrease) 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 January 1 to December 31, 2020 January 1 to December 31, 2019 $ 5,358 $ 7,447 ( 851,638 ) - 528,140 - 7 ( 192,765 ) ( 4,356 ) 80,969 ( 82,042 ) 7 ( 480,000 ) - 7 204,086 1,400 6 (8) ( 20,272 ) ( 18,105 ) 18,580 ( 36,062 ) 25 225 ( 707,517 ) ( 131,493 ) 6 (27) ( 2,057,637 ) ( 1,247,378 ) 6 (27) ( 916,262 ) 1,987,544 6 (16) (27) ( 1,149,361 ) ( 348,291 ) 6 (27) ( 21,001 ) ( 14,966 ) 6 (27) ( 1,647 ) 2,761 8,000 26,000 ( 4,137,908 ) 405,670 ( 689 ) 2,759 4,220,013 ( 31,106 ) 1,504,926 1,536,032 $ 5,724,939$ 1,504,926 |
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The accompanying notes are an integral part of these consolidated financial statements.
Chairman: Tzu-Kuan Lin
Manager: Shao-Ling Peng
Accounting Manager: Cheng-I Wang
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Kuo Yang Construction Co., Ltd. and Subsidiaries Notes to the Consolidated Financial Statements
2020 and 2019
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 and its subsidiaries (collectively referred herein as the "Group") are 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 Consolidated Financial Report was released with the approval of the Board of Directors on March 22, 2021.
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 2020 are as follows:
| New, Revised or Amended Standards and Interpretations Amendment to IAS 1 and IAS 8, "Disclosure Initiative - definition of material" Amendments to IFRS 3, "Definition of a business" Amendments to IFRS 9, IAS 39, and IAS 7, "Interest Rate Benchmark Reform" Amendments to IFRS 16 "COVID-19-Related Rent Concessions" |
Effective date by International Accounting |
|---|---|
Standards Board January 1, 2020 January 1, 2020 January 1, 2020 June 1, 2020 (Note) |
Note: The FSC approved advanced adoption starting from January 1, 2020.
- The above standards and interpretations have no significant impact to the Group’s financial position and financial performance based on the Group’s assessment.
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(II) Effects of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the
Group
- 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 Amendments to IFRS 4 "Extension of the Temporary Exemption from Applying IFRS 9"
Effective date by International Accounting Standards Board January 1, 2021
January 1, 2021
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IAS 16, "Interest Rate Benchmark Reform - Phase 2"
- The above standards and interpretations have no significant impact to the Group’s financial position and financial performance based on the Group’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:
| Effective date by | |
|---|---|
| International Accounting | |
| New, Revised or Amended Standards and Interpretations | Standards Board |
| Amendments to IFRS 3, "Conceptual Framework" | January 1, 2022 |
| Amendments to IFRS 10 and IAS 28, "Sale or Contribution of Assets between | To be determined by IASB |
| an Investor and its Associate or Joint Venture" | |
| IFRS 17, "Insurance Contracts" | January 1, 2023 |
| Amendment to IFRS 17, "Insurance Contracts" | January 1, 2023 |
| Amendments to IAS 1, "Classification of Liabilities as Current or Non-current"January 1, 2023 | |
| Amendment to IAS 1, "Accounting Policy Disclosure" | January 1, 2023 |
| Amendments to IAS 8, "Definition of Accounting Estimates" | January 1, 2023 |
| Amendments to IAS 16, "Property, Plant and Equipment — Proceeds before | January 1, 2022 |
| Intended Use" | |
| Amendments to IAS 37, "Onerous Contracts — Cost of Fulfilling a Contract" | January 1, 2022 |
| Annual Improvements to IFRSs 2018-2020 Cycle | January 1, 2022 |
- The above standards and interpretations have no significant impact to the Group's financial position and financial performance based on the Group's assessment.
~16~
IV. Summary of significant accounting policies
The material accounting policies applied in the preparation of the Consolidated 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 consolidated financial statements are prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, as well as the International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC interpretations and SIC interpretations (collectively referred to as "IFRSs") endorsed by the FSC.
-
(II) Basis of preparation
-
Except for the following items, these consolidated 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.
-
(3) Defined benefit liabilities recognized based on the net amount of pension fund assets minus present value of defined benefit obligation.
-
-
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The items involving a higher degree of judgment or complexity, or items where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.
(III) Basis of consolidation
-
Basis for preparation of financial statements
-
(1) All subsidiaries are included in the Group's consolidated financial statements. "Subsidiaries" are all entities controlled by the Group. The Group controls an entity when the Group is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Consolidation of subsidiaries begins from the date the Group obtains control of the subsidiaries and ceases when the Group loses control of the subsidiaries.
-
(2) Inter-company transactions, balances and unrealized gains or losses on transactions between companies within the Group are eliminated. Accounting policies of subsidiaries have been adjusted where necessary to ensure consistency with the policies adopted by the Group.
-
(3) The profit or loss and each component of other comprehensive income shall be attributed to the owners of the parent and to the non-controlling interests, and total comprehensive income shall also be attributed to the owners of the parent and to the non-controlling interests even if this
~17~
results in the non-controlling interests having a deficit balance.
-
(4) Changes in a parent's ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary (transactions with non-controlling interests) are equity transactions (i.e., transactions among owners in their capacity as owners). Difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity.
-
(5) When the Group loses control of a subsidiary, the Group remeasures any investment retained in the former subsidiary at its fair value. The fair value is regarded as the fair value on initial recognition of a financial asset or the cost on initial recognition of the affiliate or joint venture. Any difference between fair value and carrying amount is recognized in profit or loss. The amounts previously recognized in other comprehensive income in relation to the subsidiary are reclassified to profit or loss, on the same basis as would be required if the Group 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 Group loses control over this subsidiary, the profit and loss shall be transferred from equity and reclassified as profit or loss.
-
Subsidiaries included in the consolidated financial statements:
Ownership (%)
| Name of investment company Name of subsidiary The Company Shadwell Limited. The Company Shang Yang International Asset Management Co., Ltd. The Company Shen Yang Construction Co., Ltd. (Shen Yang Construction) Shen Yang Construction Co., Ltd. Che Yang Agricultural Technology Co., Ltd. Shen Yang Construction Co., Ltd. Chi Yang Construction Co., Ltd. Shang Yang International Asset Management Co., Ltd. Century Rainbow Limited. Century Rainbow Limited. Celestial Talent Limited. Century Rainbow Limited. Charm Merit Limited. |
Main business activities December 31, 2020 Investment in real estate property 100% Residence and buildings lease construction and development 100% Residence and buildings lease construction and development 100% Horticulture services and afforestation 100% Residence and buildings lease construction and development 80% Professional investment 100% Professional investment 100% Professional investment 100% |
December 31, 2019 |
|---|---|---|
100% 100% 100% 100% 80% 100% 100% 100% |
- Subsidiaries not included in the consolidated financial statements: None.
~18~
-
Adjustments for subsidiaries with different balance sheet dates: None.
-
Material limitation on the acquisition or use of assets and capacity for debt repayment: None.
-
Subsidiaries that have non-controlling interests that are material to the Group: None.
(IV) Foreign currency translation
Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (i.e., the "functional currency"). The Consolidated 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 retranslation 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. Nonmonetary 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, nonmonetary 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 all the Group’s entities 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
-
~19~
- 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 Group 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.
-
(V) Classification of current and non-current items
The Group engages in commissioned construction of buildings or plants for sale and contracting for construction projects 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 and cash equivalents, 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 Group as non-current assets.
-
Liabilities that meet one of the following criteria are classified as current 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 Group as non-current liabilities.
~20~
(VI) 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.
(VII) 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 Group 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 Group, and the amount of the dividend can be measured reliably.
(VIII) Financial assets at fair value through other comprehensive income
-
The Group 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 Group measures the financial assets at fair value plus transaction costs. The Group subsequently measures the financial assets at fair value:
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 Group 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 Group, and the amount of the dividend can be measured reliably.
(IX) Accounts and notes receivable
-
Accounts and notes receivable entitle the Group 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.
~21~
(X) 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 Group recognizes the impairment provision for lifetime ECLs for accounts receivable or contract assets containing a significant financing component.
(XI) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to receive the cash flows from the financial asset expire.
(XII) Lease transaction as a lessor
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.
-
(XIII) 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.
(XIV) Investments/affiliates recognized under the equity method
-
Affiliates are all entities over which the Group 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 Group'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 Group's share of losses in an affiliate equals or exceeds its interest in the affiliate, the Group 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 Group's ownership percentage of the affiliate, the Group recognizes change in ownership interests in the affiliate in "capital surplus" in proportion to its ownership.
~22~
-
Unrealized gains on transactions between the Group and its affiliates are eliminated to the extent of the Group'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 Group.
-
When the Group 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 Group 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 Group 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 accordance with the aforementioned approach.
(XV) Joint operations
With regard to equity in joint operations, the Group 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.
-
(XVI) 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 Group 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.
(XVII) Lease transaction as a lessee - right-of-use assets/lease liabilities
-
The Group 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 Group measures lease liabilities by the present value of
~23~
outstanding lease payments, using the Group'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.
In subsequent periods, the Group 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 Group 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 Group 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.
(XVIII) Investment properties
An investment property is measured initially at its cost and subsequently measured under the cost approach. The depreciation is recognized on a straight-line basis over a useful life of 20 to 60 years.
(XIX) 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.
(XX) Impairment of non-financial assets
The Group 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.
(XXI) 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.
(XXII) 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 generated from operations.
~24~
- The short-term accounts and notes payable without bearing interest are subsequently measured at initial invoice amount as the effect of discounting is immaterial.
(XXIII) Derecognition of financial liabilities
A financial liability is derecognized when the obligation under the liability specified in the contract is discharged, canceled, or expired.
(XXIV) Financial guarantee contracts
Financial guarantee contracts are contracts for which the Group 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 Group measures the financial guarantee contracts at fair value. The Group subsequently measures them based on the impairment provision for the expected credit losses and recognized cumulative earnings, whichever is higher.
(XXV) 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
-
(1) 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.
-
(2) Defined benefit plans
-
A. Net obligation under a defined benefit plan is accrued from the present value of future benefits that employees have earned in return for their services in the current or prior periods. The Group recognized the present value of the defined benefit obligation deducting the fair value of plan assets at the balance sheet date. Net obligation of the defined benefit is calculated annually by independent actuaries using the projected unit credit method and is discounted by using the market yield on government bonds (at the balance sheet date) of the same currency in the same the period on the balance sheet date and calculations of defined benefit obligations.
-
B. Remeasurements arising on defined benefit plans are recognized in other comprehensive income in the period in which they arise and are recorded as retained earnings.
-
C. Expenses associated with past service costs are recognized immediately in profit or loss.
~25~
- 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 Group calculates the number of shares based on the closing price at the previous day of the Board of Directors' resolution.
- (XXVI) Employee share based payment
The date on which the Group notifies the employees of the shares retained for employee subscription in the cash capital increase, and the parties agree on the quantity and price of subscription shall be graded as the grant date.
(XXVII) 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 Group operates and generates taxable income. The 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 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 consolidated 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 Group 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
~26~
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.
(XXVIII) 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.
(XXIX) Revenue recognition
Land development and real property sales
-
The Group's main business activities are 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 Group due to contract restrictions. However, the Group 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.
-
The Group 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. According to IFRS 15, if the Group 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.
-
(XXX) Operating segments
Operating segments are reported in a manner consistent with the internal management reports provided to the chief operating decision-maker, who is responsible for allocating resources to operating segments and evaluating their performance.
- 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 Group'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,
~27~
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 Group must determine the net realizable value of inventories on balance sheet date using judgments and estimates. The management of the Group mainly uses past experience and estimates of future market sales value as the basis for estimation. Therefore, there may be significant changes.
The Group's inventory information as of December 31, 2020 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 Cash equivalents - time deposits |
December 31, 2020 $ 68,926 5,655,119 79 815 $ 5,724,939 |
December 31, 2019 $ 131,397 1,372,506 165 858 |
|---|---|---|
| $ 1,504,926 |
-
The Group 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 Group's revenue from pre-sales placed in a trust account is limited in use and the limitations are recognized in "other financial assets - current". Please refer to Note 8.
(II) Current financial assets at fair value through profit or loss
| December 31, 2020 Mandatory measurement of financial assets at fair value through profit or loss Beneficiary certificates $ 32,000 Valuation adjustment 275 $ 32,275 |
December 31, 2019 $ 37,000 ( 61) $ 36,939 |
|---|---|
~28~
-
The Group recognized net gain (loss) of $694 and $4,225 within financial assets at fair value through profit or loss for 2020 and 2019 based on the financial assets at fair value through profit or loss.
-
The Group 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 Equity instruments Listed stocks Valuation adjustment Non-current items Equity instruments Stocks no listed on the TWSE, TPEx, or emerging stocks Valuation adjustment |
December 31, 2020 $ 425,638 ( 47,104) $ 378,534 $ 483,202 541,014 $ 1,024,216 |
December 31, 2019 $ 85,980 5,434 $ 91,414 $ 290,437 68,893 $ 359,330 |
|---|---|---|
~29~
-
The Group 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, 2020 and 2019 were $1,402,750 and $450,744, respectively.
-
Based on the Group's financial plans, the Group sold shares of listed companies with a fair value of $528,140 in 2020. The cumulative gains from disposal totaled $16,161.
-
Amounts recognized in other comprehensive income in relation to the financial assets at fair value in income and other comprehensive income are listed below:
| Equity instruments measured at fair value through other comprehensive income Fair value (loss) gain recognized in other comprehensive income Cumulative gains (losses) converted to retained earnings due to derecognition |
2020 $ 436,826 $ 16,161 |
2019 |
|---|---|---|
| $ 63,263 $- |
||
- The Group 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 Accounts receivable due from related parties Minus: Loss provisions |
December 31, 2020 $ 52,548 227,803 21,711 - $ 302,062 |
December 31, 2019 $ 61,748 18,232 19,568 - |
|---|---|---|
| $ 99,548 |
-
The Group has no notes and accounts receivable pledged to others.
-
As of December 31, 2020, December 31, 2019 and January 1, 2019, the balance of the Group's accounts receivable (including notes receivable) were $282,468, $78,982, and $237,813, respectively.
-
If the collaterals held or other credit enhancement tools are disregarded, the amount that best represents the Group's maximum exposure to credit risk for notes and accounts receivable as of December 31, 2020 and 2019, respectively, is the carrying amount of the notes and accounts receivable in each period.
-
Notes and accounts receivable are notes and accounts that are not past due or impaired.
~30~
5. Please refer to Note 12 (2) for relevant credit risk information.
(V) Inventories
| Houses and land held for sale Beautiful Tree Hall Tien Chen Kuo Yan Project Kuo Yang The Green Place Project (Taiwan Sugar Annan Project) Zhongxiao Courtyard Project (Xizhi Jiancheng Section Project) South Manor Project (Wenshan Gongxun Section Project) Smile Era Project (Qianzhen District Shengxing Section Project) Minus: Allowance for valuation losses Houses and land under construction Greater Nangang Project Kuo Yang The Green Place Project (Taiwan Sugar Annan Project) Good morning, Kuo Yang Project (Keelung Tiaohe Section Project) South Manor Project (Wenshan Gongxun Section Project) Kuo Yang Silicon Valley (Xizhi Gongjian Section Project) Neihu Jiuzong Project Minus: Allowance for valuation losses 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 Xindian Baoyuan Project Other Minus: Allowance for valuation losses Prepayments for houses and land and others Kuo Yang The Green Place Project (Taiwan Sugar Annan Project) South Manor Project (Wenshan Gongxun Section Project) |
December 31, 2020 $ 910 9,741 1,416,430 2,587,146 - 156,625 953,492 5,124,344 ( 730,727) 4,393,617 - 42,180 1,601,961 - 1,445,665 1,074,684 4,164,490 ( 1,267) 4,163,223 251,872 12,633 273,821 123,182 40,174 4,820 12,500 108,170 256,772 84,424 1,168,368 ( 161,203) 1,007,165 354,076 - 354,076 $ 9,918,081 |
December 31, 2019 $ 910 9,741 1,512,564 1,607,215 502,522 - 1,212,936 4,845,888 - 4,845,888 3,629,013 532,530 1,200,505 1,145,838 1,088,537 - 7,596,423 ( 1,267) 7,595,156 251,872 12,633 273,822 122,885 40,174 4,820 12,500 108,170 678 198,237 1,025,791 ( 169,241) 856,550 720,228 7,411 727,639 $ 14,025,233 |
|---|---|---|
~31~
1. Greater Nangang Project
On April 9, 2020, the Group's Board of Directors passed a resolution to sell land on two sections on Yucheng Section, Nangang District, Taipei City 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 Group completed the transfer of ownership on June 4, 2020 and has collected all payments.
-
The Group recognized cost of inventories as expenses totaling $8,752,481 and $1,458,300 in 2020 and 2019, respectively. They included the cost of goods sold totaling $722,689 and $10,396 recognized after the cost was written down in the net realizable value.
-
In 2020 and 2019, the amount of inventory interest capitalization was $86,664 and $127,144, respectively. The interest capitalization rates ranged from 0.420% to 2.450% and 0.635% to 3.684%, respectively.
-
Please refer to Note 8 for detailed information on the Group's use of inventory as collateral.
-
(VI) Joint operations
-
The Group operates certain development projects through joint operations. With regard to equity in joint operations, the Group 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 Consolidated Financial Report.
-
The information on the joint operations held by the Group is as follows:
| Project name Greater Nangang Project Kuo Yang The Green Place Project Zhongxiao Courtyard Project Good morning, Kuo Yang Project South Manor Project Smile Era Project Kuo Yang Silicon Valley Project Neihu Jiuzong Section Project |
Percentage held 40% 65% 55% 55% 100% 70% 35% 50% |
Landowner or joint builder Six companies including Ho Hsin Cheng Co., Ltd. Five companies including Wei Li International Development Co., Ltd. Sin Wei Jie Construction Limited Liability Company, Han Lin Development Co., Ltd. Chi Hsuan Development Co., Ltd., Tsang Shan Development Co., Ltd. Note Southern Region Branch, National Property Administration, Ministry of Finance, Shen Yang Construction Co., Ltd., Han Lin Development Co., Ltd. Hanshin Asset Management Co., Ltd., Li Yang Agricultural Technology Co., Ltd., Heng Jui Development Co., Ltd. Five companies including Wei Li International Development Co., Ltd. |
Description Nangang District, Taipei City Annan District, Tainan City Xizhi District, New Taipei City Zhongzheng District, Keelung City Wenshan District, Taipei City Qianzhen District, Kaohsiung City Xizhi District, New Taipei City Neihu District, 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 2102 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%.
~32~
- The information on the shares of joint operations held by the Group is compiled as follows:
| Balance Sheet Current assets Inventories Other current assets Non-current assets Total assets Current liabilities Short-term borrowings Short-term notes and bills payable Contract liabilities Other current liabilities Non-current liabilities Total liabilities Statement of Comprehensive Income Revenue Cost Fees Balance Sheet Current assets Inventories Other current assets Non-current assets Total assets Current liabilities Short-term borrowings Short-term notes and bills payable Contract liabilities Other current liabilities Non-current liabilities Total liabilities Statement of Comprehensive Income Revenue Cost Fees |
December 31,2020 | December 31,2020 | ||
|---|---|---|---|---|
| Greater Nangang Project $ - - - - $- $ - - - - - - $- $ 9,634,552 $ 3,643,392 $ 2,277 |
Smile Era Project The Green Place Project $ 953,492 $ 2,629,321 212,179 577,885 1,165,671 3,207,206 319,148 25,645 $ 1,484,819 $ 3,232,851 $ 194,578 $ 271,024 564,605 1,077,612 60,200 220,906 205,575 276,572 1,024,958 1,846,114 1,483 201 $ 1,026,441 $ 1,846,315 $ 474,530 $ 199,519 $ 385,445 $ 178,637 $ 54,945 $ 42,927 December 31,2019 |
|||
| Greater Nangang Project $ 3,352,284 39,915 3,392,199 - $ 3,392,199 $ 2,007,305 - - 686,425 2,693,730 - $ 2,693,730 $- $- $ 5,250 |
Smile Era Project $ 1,212,936 248,498 1,461,434 400,351 $ 1,861,785 $ 246,762 769,511 48,913 304,192 1,369,378 1,383 $ 1,370,761 $ 528,240 $ 436,633 $ 58,489 |
The Green Place Project $ 2,139,740 828,516 2,968,256 - $ 2,968,256 $ 340,938 1,028,782 87,384 1,207,296 2,664,400 390 $ 2,664,790 $ 91,141 $ 78,221 $ 25,671 |
~33~
(VII) Investments recognized under the equity method
| ) Investments recognized under the equity method | ||
|---|---|---|
| December 31, 2020 Hanshin Shopping Plaza Co., Ltd. $ 520,343 Sweet Me Hot Spring Resort Co., Ltd. 12,933 Good Fame Limited 1,053 Chi Yang Construction Co., Ltd. 31,283 Li Yang Agricultural Technology Co., Ltd. - $ 565,612 |
December 31, 2019 $ - 13,647 932 31,349 157,021 $ 202,949 |
Shareholding |
ratio 20% 20% 40% 45% 42.38% (Note) |
-
Note: The Group sold all 42.38% of the shares in Li Yang Agricultural Technology Co., Ltd. it held to a related party on August 11, 2020. Please refer to the description in Note 7 (2) 8 for details.
-
Please refer to Note 13 (2) basic information on the Group's affiliates.
-
The carrying amounts of the Group's individual insignificant affiliates as of December 31, 2020 and 2019 are shown in the table above, and the results of operations are as follows:
| Net (loss) gain from continuing operations for the period Other comprehensive income (net income after tax) Total comprehensive income for the period |
2020 | 2019 |
|---|---|---|
| $ 34,053 ( 14) $ 34,039 |
($ 9,477) ( 29) ($ 9,506) |
- The Group's aforementioned investment targets have no public quotations on the market. The share of profit/loss on equity-accounted affiliated companies in 2020 and 2019 was evaluated and disclosed based on the audited financial statements of each investee company for the same periods.
(VIII) Property, plant and equipment
| January 1 Cost Accumulated depreciation and impairment January 1 Addition Depreciation December 31 December 31 Cost Accumulated depreciation and impairment |
2020 | ||||
|---|---|---|---|---|---|
| Land $ 40,906 ( 4,699) $ 36,207 $ 36,207 - - $ 36,207 $ 40,906 ( 4,699) $ 36,207 |
Buildings and structures $ 31,040 ( 12,088) $ 18,952 $ 18,952 - ( 570) $ 18,382 $ 31,040 ( 12,658) $ 18,382 |
Leasehold improvements $ 16,383 ( 1,064) $ 15,319 $ 15,319 19,949 ( 4,875) $ 30,393 $ 36,332 ( 5,939) $ 30,393 |
Other $ 10,862 ( 9,162) $ 1,700 $ 1,700 323 ( 680) $ 1,343 $ 11,185 ( 9,842) $ 1,343 |
Total $ 99,191 ( 27,013) $ 72,178 $ 72,178 20,272 ( 6,125) $ 86,325 $ 119,463 ( 33,138) $ 86,325 |
~34~
| January 1 Cost Accumulated depreciation and impairment January 1 Addition Depreciation December 31 December 31 Cost Accumulated depreciation and impairment |
2019 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ( | $ | Land 40,906 4,699) 36,207 36,207 - - 36,207 40,906 4,699) 36,207 |
Buildings and structures $ 31,040 ( 11,518) $ 19,522 $ 19,522 - ( 570) $ 18,952 $ 31,040 ( 12,088) $ 18,952 |
Leasehold improvements $ - - $- $ - 16,383 ( 1,064) $ 15,319 $ 16,383 ( 1,064) $ 15,319 |
Other $ 9,140 ( 8,683) $ 457 $ 457 1,722 ( 479) $ 1,700 $ 10,862 ( 9,162) $ 1,700 |
( | $ | Total 81,086 24,900) 56,186 56,186 18,105 2,113) 72,178 99,191 27,013) 72,178 |
|||||
( ( |
|||||||||||||
( |
$ $ | ||||||||||||
( |
$ |
( |
( |
$ |
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$ |
$ |
$ |
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| $ | ( |
( |
$ |
( |
( |
$ |
|||||||
$ |
$ |
$ |
|||||||||||
$ |
$ |
$ |
Please refer to Note 8 for detailed information on the Group's use of property, plant and equipment as collateral.
~35~
(IX) Lease transaction - lessee
-
The assets leased by the Group include land and buildings 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 Land use rights Cost Amortization |
January 1, 2020 $ 120,405 ( 21,272) 99,133 408,420 ( 40,780) 367,640 $ 466,773 |
Addition $ 2,048 - 2,048 - - - $ 2,048 |
Depreciation $ - ( 21,213) ( 21,213) - ( 5,288) ( 5,288) ($ 26,501) |
Disposal/outward | December 31, 2020 $ 122,453 ( 42,485) 79,968 324,960 ( 46,068) 278,892 $ 358,860 |
|---|---|---|---|---|---|
transfer $ - - - ( 83,460) - ( 83,460) ($ 83,460) |
| Real estate rental and leasing Cost Accumulated depreciation Land use rights Cost Amortization |
January 1, 2019 $ 121,089 - 121,089 504,549 ( 34,240) 470,309 $ 591,398 |
Addition $ - - - - - - $- |
Depreciation $ - ( 21,272) ( 21,272) - ( 6,540) ( 6,540) ($ 27,812) |
Disposal/outward | December 31, 2019 $ 120,405 ( 21,272) 99,133 408,420 ( 40,780) 367,640 $ 466,773 |
|---|---|---|---|---|---|
transfer ($ 684) - ( 684) ( 96,129) - ( 96,129) ($ 96,813) |
3. Land use rights
- (1) The subsidiary "Shen Yang Construction Co., Ltd." signed the "Establishment of Superficies on National Non-public Use Land Contract" with the Southern Region Branch, National Property Administration, Ministry of Finance for the land with the plot numbers 1492 to 1496 on Shengxing Section, Qianzhen District, Kaohsiung City on April 28, 2014. The term of the superficies was set as 70 years (from April 28, 2014 to April 27, 2084) with a royalty for superficies totaling $878,000. The Group commenced construction in 2015 (Smile Era Project) and the project was completed in 2018. The Company has begun the transfer of ownership and
~36~
usage rights and recognized the revenue for parts sold. The Company shall also recognize the aforementioned royalty as cost of sales based on the percentage of sales.
-
(2) Please refer to Note 8 for detailed information on the use of land use rights as collateral.
-
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 |
2020 $ 1,959 9,796 1,126 |
2019 |
|---|---|---|
| $ 1,763 10,788 1,276 |
- The cash flows used in the lease payments of the Group in 2020 and 2019 amounted to $32,756 and $27,795, respectively.
(X) Investment properties
| ) Investment properties | |||
|---|---|---|---|
| January 1 Cost Accumulated depreciation and impairment January 1 Depreciation December 31 December 31 Cost Accumulated depreciation and impairment January 1 Cost Accumulated depreciation and impairment January 1 Depreciation December 31 December 31 Cost Accumulated depreciation and impairment |
2020 | Total $ 310,555 ( 53,754) $ 256,801 $ 256,801 ( 1,387) $ 255,414 $ 310,555 ( 55,141) $ 255,414 |
|
| Land $ 255,631 ( 28,643) $ 226,988 $ 226,988 - $ 226,988 $ 255,631 ( 28,643) $ 226,988 |
Buildings and structures $ 54,924 ( 25,111) $ 29,813 $ 29,813 ( 1,387) $ 28,426 $ 54,924 ( 26,498) $ 28,426 2019 |
||
| Land $ 255,631 ( 28,643) $ 226,988 $ 226,988 - $ 226,988 $ 255,631 ( 28,643) $ 226,988 |
Buildings and structures $ 54,924 ( 23,724) $ 31,200 $ 31,200 ( 1,387) $ 29,813 $ 54,924 ( 25,111) $ 29,813 |
Total $ 310,555 ( 52,367) $ 258,188 $ 258,188 ( 1,387) $ 256,801 $ 310,555 ( 53,754) $ 256,801 |
- The Company's subsidiary Shang Yang International Asset Management Co., Ltd. purchased land and ancillary buildings on land with the plot number 3961 on Dongzhu Section, Fuli Township, Hualien County. The land is a site designated for forestry in a slopeland conservation area. The Company registered the aforementioned land and ancillary buildings under the name of Ms. Lin and signed a trust contract to ensure security.
~37~
- 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 Direct operating expenses incurred by investment properties that did not generate rent income in the current period |
2020 $ 1,677 ($ 1,582) ($ 245) |
2019 |
|---|---|---|
| $ 2,129 ($ 1,723) ($ 245) |
-
The fair value of the investment properties held by the Group as of December 31, 2020 and 2019 was $424,758 and $392,627, respectively. They were determined based on the appraisal report prepared by external appraisal experts and 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, current conditions of the real estate market, and the subject of the survey, and is evaluated based on the comparison approach and the income approach, which are level 3 fair values.
-
Please refer to Note 8 for detailed information on the Group's use of investment properties as collateral.
(XI) Short-term borrowings
| Type of borrowings Bank borrowings Secured loans Type of borrowings Bank borrowings Secured loans |
December 31, 2020 $ 3,518,839 December 31, 2019 $ 5,576,476 |
Interest rate range 1.80%~2.45% Interest rate range 1.95%~2.881% |
Collateral Please refer to Note 8 Collateral Please refer to Note 8 |
|---|---|---|---|
(XII) Short-term notes and bills payable
| Commercial papers payable Minus: Discounted short-term notes and bills payable Net amount Interest rate range (including service fees) |
December 31, 2020 $ 1,883,850 ( 477) $ 1,883,373 0.2%~1.162% |
December 31, 2019 $ 2,801,730 ( 2,095) $ 2,799,635 0.49%~1.3% |
|---|---|---|
(XIII) 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
~38~
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. 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.
- (1) The amounts recognized in the balance sheet are as follows:
| Present value of defined benefit obligations Fair value of employee benefit plan assets Net defined benefit assets |
December 31, 2019 ($ 3,869) 10,145 $ 6,276 |
|---|---|
- (2) Changes to net defined benefit assets are as follows:
| 2019 Balance as at January 1 Service cost of the term Interest fees (income) Profit or loss from settlement Number of remeasurement: Return on plan assets (excluding amounts that are included in interest revenue or expenses) Effect of mortality assumptions Effect of financial assumptions Adjustments based on history Contribution to retirement fund Pension payment Balance as at December 31 |
($ ( |
Present value of defined benefit obligations 11,578) - 86) 9,170 2,494) - 1) 71) 6 66) - - 2,560) |
Fair value of employee benefit plan assets $ 17,854 - 137 ( 9,361) 8,630 643 - - - 643 872 - $ 10,145 |
Fair value of employee benefit |
Fair value of employee benefit |
$ ( |
Net defined benefit assets 6,276 - 51 191) 6,136 643 1) 71) 6 577 872 - 7,585 |
|---|---|---|---|---|---|---|---|
plan assets 17,854 - 137 9,361) 8,630 643 - - - 643 872 - 10,145 |
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( |
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( ( |
( ( |
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| ( | |||||||
| ($ | $ | $ |
- (3) The assets of the Company's defined benefit pension plan are entrusted to the Bank of Taiwan in accordance with Article 6 of the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund (i.e., deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement
~39~
equity securities, and investment in domestic or foreign real estate and its securitization products) within the proportion and amount of the entrusted items set forth in the annual investment and utilization plan of the fund. The use of assets is supervised by the Labor Pension Fund Supervisory Committee. For the use of the fund, the minimum annual earnings to be distributed in the final accounts shall not be lower than the earnings calculated based on the interest rate of two-year time deposits in a local bank. Any shortfall shall be made up by the National Treasury with the approval of the competent authority. As the Company had no rights to participate in the operations and management of the Fund, the Company is unable to disclose the classification of the fair value of plan assets in accordance with Paragraph 142 of IAS 19. Please refer to the Labor Pension Fund Utilization Report published by the government for each year for the fair value of the total assets of the fund as of December 31, 2019.
(4) The actuarial assumptions related to pensions are summarized as follows:
| Discount rate Future salary increase rate |
2019 |
|---|---|
| 0.65% | |
| 2.00% |
The assumptions for future mortality are based on statistics published by each country and past data.
The present value of defined benefit obligations affected by the adoption of key actuarial assumptions is analyzed as follows:
| December 31, 2019 Impact on the present value of defined benefit obligations |
Discount rate Increase by 0.25% ($ 21) |
Decrease by 0.25% $ 21 |
Future salary increase rate Increase by 0.25% Decrease by 0.25% $ 21 ($ 21) |
|---|---|---|---|
Increase by 0.25% $ 21 |
The aforementioned sensitivity analysis is an analysis of the effect of a change in a single assumption while other assumptions remain unchanged. In actual practice, many changes in assumptions may be linked. The sensitivity analysis is consistent with the methodology used for calculating the net pension liabilities on the balance sheet.
-
Effective July 1, 2005, the Company and domestic subsidiaries have 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 and domestic subsidiaries contribute 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 Group in accordance with the above pension plan were $3,095 and $3,111 in 2020 and 2019.
-
(XIV) Share capital
-
As at December 31, 2020 and 2019, the Company's authorized capital was $7,000,000 and the paid-in capital was $3,800,000 and $6,965,825, respective. The par value per share was NT$10.
~40~
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 |
2020 696,582,479 ( 316,582,479) 380,000,000 |
2019 |
|---|---|---|
| 696,582,479 - 696,582,479 |
- 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, 2020, the capital reduction payments were listed under "other accounts payable".
(XV) Capital surplus
| Item December 31, 2020 Paid-in capital in excess of par value of common stock $ 596,116 Changes in subsidiary's equity 1,724 Gain on disposal of assets 3,323 Donations 17,652 Changes in net value of equity of affiliates and joint ventures recognized under the equity method 8,868 $ 627,683 |
December 31, 2019 $ 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.
(XVI) 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 paidin 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
~41~
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$10 billion, the cash dividends shall not be less than 50%.
-
The appropriations of 2019 and 2018 earnings were approved by the shareholders’ meeting on June 10, 2020 and June 18, 2019, respectively. Details are summarized as follows:
| Legal reserve Cash dividends |
2019 Dividends per share (NT$) Amount $ 5,689 $ - 104,487 0.15 |
2018 | 2018 |
|---|---|---|---|
| Amount $ 5,689 104,487 |
Amount $ - 348,291 |
Dividends per share (NT$) $ - 0.50 |
- The earnings distribution for the second quarter and third quarter of 2020 approved by the Board of Directors on August 3 and December 21, 2020 are summarized as follows:
~42~
| Legal reserve Cash dividends |
2020Q2 Amount Dividends per share (NT$) $ 454,824 $ - 1,044,874 1.50 |
Amount $ 23,162 - |
2020Q3 |
|---|---|---|---|
| Amount $ 454,824 1,044,874 |
Dividends per share (NT$) $ - - |
-
The 2020 earnings distribution proposal has not yet been approved by the Board of Directors as of March 22, 2021.
-
Please refer to Note 6 (22) for more information on employees' remuneration and Directors' remuneration.
(XVII) Other equity interests
| 2020 Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Exchange differences on translation of foreign financial statements Total January 1 $ 22,266 $ 73,244 $ 95,510 Valuation adjustment - 436,826 436,826 Valuation adjustment transferred to retained earnings - ( 16,161) ( 16,161) Currency translation differences ( 150) - ( 150) December 31 $ 22,116 $ 493,909 $ 516,025 2019 Exchange differences on translation of foreign financial statements Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Total January 1 $ 22,271 $ 9,981 $ 32,252 Valuation adjustment - 63,263 63,263 Currency translation differences ( 5) - ( 5) December 31 $ 22,266 $ 73,244 $ 95,510 |
2020 | 2020 | Total $ 95,510 436,826 ( 16,161) ( 150) $ 516,025 |
|||||
|---|---|---|---|---|---|---|---|---|
| Exchange differences on | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income $ 73,244 436,826 ( 16,161) - $ 493,909 2019 |
Unrealized gains (losses) from financial |
||||||
assets measured at fair |
||||||||
| value through other comprehensive income |
||||||||
73,244 436,826 16,161) - 493,909 2019 |
||||||||
| $ | ||||||||
| Exchange differences | Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income Total $ 9,981 $ 32,252 63,263 63,263 - ( 5) $ 73,244 $ 95,510 |
|||||||
translation of foreign |
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$ 9,981 63,263 - |
||||||||
| $ 73,244 |
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(XVIII) Operating revenue
| Revenue from contracts with customers Other |
2020 $ 14,264,276 13,639 $ 14,277,915 |
2019 | |
|---|---|---|---|
| $ 1,914,407 8,617 $ 1,923,024 |
- Detailed items of revenues from contracts with customers
The Group’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:
| 2020 Revenue recognition time - Revenue recognized at a certain point in time - Revenue transferred gradually as time progresses 2019 Revenue recognition time - Revenue recognized at a certain point in time - Revenue transferred gradually as time progresses |
Sales of construction | Other $ - 54,055 $ 54,055 Other $ - 118,372 $ 118,372 |
Total $ 14,223,860 54,055 |
|---|---|---|---|
| projects $ 14,223,860 - $ 14,223,860 Sales of construction |
|||
$ 14,277,915 |
|||
Total $ 1,804,652 118,372 |
|||
| projects $ 1,804,652 - $ 1,804,652 |
|||
$ 1,923,024 |
- The total amounts in the apportionment of the transactions and estimated year of revenue recognition for the Group's outstanding contract performance obligations for sales contracts signed as of December 31, 2020 are as follows:
| Estimated year of revenue recognition 2021 |
Amount in signed contracts $ 4,847,448 |
|---|---|
~44~
- Contract assets and contract liabilities
The Group recognizes the following contract liabilities from contract revenue from customers:
| Contract liabilities - current: - Advance receipt of land payment - Advance receipt of property payment |
December 31, 2020 $ 436,101 575,943 $ 1,012,044 |
December 31, 2019 $ 421,242 614,772 $ 1,036,014 |
January 1, 2019 $ 411,293 451,722 |
|---|---|---|---|
$ 863,015 |
-
(1) The Group 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.
-
(2) Opening contract liabilities recognized as income in the current period
| Opening balance of contract liabilities recognized as income in the current period Construction project sales contract (XIX) Interest income Interest from bank deposits Other interest income (XX) Other income Dividend income Income from default penalty of buyers Other (XXI) Other profits and losses Gains on disposal of investments Net gains (losses) on financial assets at fair value through profit or loss Other profits and losses ( |
Opening balance of contract liabilities recognized as income in the current period Construction project sales contract (XIX) Interest income Interest from bank deposits Other interest income (XX) Other income Dividend income Income from default penalty of buyers Other (XXI) Other profits and losses Gains on disposal of investments Net gains (losses) on financial assets at fair value through profit or loss Other profits and losses ( |
2020 $ 398,180 2020 $ 4,668 50,925 $ 55,593 2020 $ 46,352 - 45,375 $ 91,727 2020 $ 52,818 336 8,325) $ 44,829 |
2019 $ 171,069 2019 |
|---|---|---|---|
| $ 14,302 - $ 14,302 2019 |
|||
| $ 10,539 14,805 3,182 $ 28,526 2019 |
|||
| ( | $ 486 3,739 ( 3,895) $ 330 |
||
~45~
(XXII) Finance costs
| Interest expenses: Bank borrowings Interest on short-term notes and bills payable Other Minus: Amount eligible for asset capitalization Finance costs dditional information on expenses Construction cost in this period Employee benefit expenses Depreciation Amortization of intangible assets Tax expenses Professional service expenses Advertising expenses Commission expenses Rent Property management fees Other expenses Operating costs and expenses |
2020 $ 105,594 46,727 4,784 157,105 ( 86,664) $ 70,441 2020 $ 8,751,332 161,688 34,013 178 27,550 16,498 42,402 109,886 10,371 23,972 96,196 $ 9,274,086 |
2019 |
|---|---|---|
| $ 162,020 58,887 2,941 223,848 ( 127,144) $ 96,704 2019 |
||
| $ 1,457,151 91,038 31,311 67 31,670 15,789 21,860 66,966 11,207 10,374 59,093 $ 1,796,526 |
(XXIII) Additional information on expenses
(XXIV) Employee benefit expenses
| mployee benefit expenses | ||
|---|---|---|
| Salary expenses Labor and health insurance fees Pension expenses Remuneration for Directors Other personnel expenses |
2020 $ 129,747 5,922 5,895 4,607 15,517 $ 161,688 |
2019 |
| $ 75,439 5,998 3,891 3,580 2,130 $ 91,038 |
- According to the Articles of Incorporation in 2019, if the Company has earnings in the current year, the Company's remuneration for employees and Directors shall be 2% 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
~46~
proportion of profit shall be reserved in advance to make up for losses.
-
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 for 2020 and 2019 are $26,059 and $1,322, respectively. The estimated amounts of Directors' remuneration are $26,059 and $1,322, respectively. All amounts are recognized as salary expenses.
-
The estimated amounts based on the profitability in 2020 are 0.5% and 0.5%, respectively. The estimated amounts and the method of distribution of employees' remuneration have not yet been approved by the Board of Directors.
Employees' remuneration and Directors' remuneration in the Board of Directors' resolution for 2019 were equal to the amount recognized in the financial statements for 2019. Information on employees’ remuneration and directors’ remuneration of the Company as resolved by the Board of Directors is posted in the "Market Observation Post System".
(XXV) Income tax
- Income tax expenses
| Current income tax Income tax arising in the current period Land value increment tax included in current income tax Adjustments in respect of prior years Total current income tax Deferred income tax Origination and reversal of temporary differences Income tax (benefits) expenses |
2020 $ 44,294 171,852 ( 5,407) 210,739 5,784 $ 216,523 |
2019 |
|---|---|---|
| $ 5,407 1,897 - 7,304 ( 717) $ 6,587 |
~47~
- Relationship between income tax expenses and accounting profits
| Income tax from net profit before tax calculated at the statutory tax rate Expenses to be excluded based on tax laws Tax-exempt income based on tax laws Temporary differences not recognized in deferred income tax assets Tax losses not recognized in deferred income tax assets Tax losses in previous years not recognized in deferred income tax assets Origination and reversal of temporary differences Land value increment tax included in income in the current period Adjustments in respect of prior years Income tax (benefits) expenses |
2020 $ 1,031,932 - ( 1,119,251) 124,844 6,769 5,784 ( 5,407) 171,852 - $ 216,523 |
2019 |
|---|---|---|
| $ 12,696 808 ( 2,724) ( 753) 1,059 ( 5,679) ( 717) 1,897 - |
||
| $ 6,587 |
- The deferred income tax assets or liabilities from temporary differences are as follows:
| January 1 Unrealized expenses $ 5,784 January 1 Unrealized expenses $ 5,067 |
2020 | 2020 | December 31 $- |
December 31 $- |
|||
|---|---|---|---|---|---|---|---|
| Recognized in profit and loss ($ 5,784) |
Recognized in other comprehensive income $- 2019 |
||||||
| Recognized in profit and loss $ 717 |
Recognized in other comprehensive income $- |
December 31 $ 5,784 |
- The effective periods of unused tax losses and related amounts of unrecognized deferred income tax assets are as follows:
December 31, 2019
| Year occurred 2017 |
Reported amount/approved amount $ 17,334 |
Amount not yet deducted $- |
Unrecognized deferred income tax assets $- |
Final deductible |
|---|---|---|---|---|
| year 2027 |
~48~
-
The Company's deductible temporary differences not recognized as deferred income tax assets as of December 31, 2020 and 2019 were both $0.
-
The Company’s profit-seeking enterprise income tax returns have been approved by the tax authorities up to 2018.
(XXVI) EPS
| Amount after tax Basic earnings per share Profit attributable to ordinary shareholders of the parent $ 4,943,139 Diluted earnings per share Assumed conversion of all dilutive potential ordinary shares Employees' remuneration - Profit attributable to ordinary shareholders of the parent considering assumed conversion of all dilutive potential ordinary shares $ 4,943,139 Amount after tax Basic earnings per share Profit attributable to ordinary shareholders of the parent $ 56,890 Diluted earnings per share Assumed conversion of all dilutive potential ordinary shares Employees' remuneration - Profit attributable to ordinary shareholders of the parent considering assumed conversion of all dilutive potential ordinary shares $ 56,890 |
2020 | ||||
|---|---|---|---|---|---|
| Weighted average number of ordinary shares outstanding (shares in thousands) 652,348 1,054 653,402 2019 |
Weighted average number of ordinary |
EPS (NT$) $ 7.58 $ 7.57 |
|||
| Weighted average number of ordinary shares outstanding (shares in thousands) 696,582 79 696,661 |
Weighted average number of ordinary |
EPS (NT$) $ 0.08 $ 0.08 |
|||
~49~
(XXVII) Changes in liabilities from financing activities
| January 1 Changes in cash flows from financing activities Other non-cash changes December 31 January 1 Changes in cash flows from financing activities Other non-cash changes December 31 |
2020 | 2020 | ||||
|---|---|---|---|---|---|---|
| Short-term borrowings $ 5,576,476 ( 2,057,637) - $ 3,518,839 |
Short-term notes and | Lease liabilities Deposits received $ 104,091 $ 4,643 ( 21,001) ( 1,647) 2,048 - $ 85,138 $ 2,996 2019 |
Dividends payable | Total $ 8,484,845 ( 4,145,908) 1,151,409 |
||
| bills payable $ 2,799,635 ( 916,262) - $ 1,883,373 |
||||||
$ - ( 1,149,361) 1,149,361 $- |
||||||
$ 5,490,346 |
||||||
| Short-term borrowings $ 6,823,854 ( 1,247,378) - $ 5,576,476 |
Short-term notes and | Lease liabilities $ 119,943 ( 14,966) ( 886) $ 104,091 |
Deposits received $ 1,882 2,761 - $ 4,643 |
Dividends payable | Total $ 7,757,770 379,670 347,405 $ 8,484,845 |
|
| bills payable $ 812,091 1,987,544 - $ 2,799,635 |
||||||
$ - ( 348,291) 348,291 $- |
VII. Related-party transactions
(I) Name and relationship of related parties
Names of related parties Relationship with the Company Sweet Me Hot Spring Resort Co., Ltd. (Sweet Me) Affiliate enterprise Hanshin Asset Management Co., Ltd. (Hanshin Asset Management) Other related party Hanshin Department Store Co., Ltd. (Hanshin Department Store) Other related party Chi Hsuan Development Co., Ltd. (Chi Hsuan Development) Other related party Grand Hi-Lai Hotel Co., Ltd. (Grand Hi-Lai Hotel) Other related party Hi-Lai Foods Co., Ltd. (Hi-Lai Foods) Other related party Wei Li International Development Co., Ltd. (Wei Li) Other related party Han Lin Development Co., Ltd. (Han Lin Development) Other related party Hanshin Shopping Plaza Co., Ltd. (Hanshin Shopping Plaza) Other related party 9 individuals including Shao-Ling Peng Other related party
(II) Major transactions with related parties
1. Operating revenue
Sales
The Group's sales to related parties approved by the Board of Directors in resolutions in the first quarter of 2020 and the fourth quarter of 2019 amounted to $10,140 and $39,190, respectively. The Group completed the transfer of ownership on December 31, 2020 and recognized income from net sales totaling $31,495.
~50~
| Income from management services Other related party - Wei Li Rental income Other related party 2.Promotion expenses Other related party 3.Administrative expenses Other related party - Hi-Lai Foods Other related party - Hanshin Asset Management Other related party - Hanshin Department Store Other related party - Others 4.Accounts receivable Wei Li Other related party - Others 5.Other receivables Wei Li |
2020 $ 1,773 2020 $ 2,933 2020 $ 1,239 2020 $ 5,439 6,846 36 32 $ 12,353 December 31, 2020 $ 19,568 2,143 $ 21,711 December 31, 2020 $ 49,866 |
2019 $ 45,718 2019 $ 2,574 2019 $ 1,370 2019 $ 5,850 5,135 2,715 532 $ 14,232 December 31, 2019 $ 19,568 - |
|
|---|---|---|---|
| $ 19,568 | |||
December 31, 2019 $ 48,004 |
The accounts receivable from related parties as of December 31, 2020 and 2019 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
~51~
Other related party - Others
| December 31, 2020 $ 319 |
December 31, 2019 $ 1,556 |
|---|---|
7. Acquisition of financial assets
The Group participated in the cash capital increase of related parties in 2020 and completed the registration of changes on July 15, 2020, August 19, 2020 and October 22, 2020, respectively. The information on the subscriptions of the Group is as follows:
| Account Number of shares traded Non-current financial assets at fair value through other comprehensive income 6,851 thousand shares 5,400 thousand shares Investments recognized under the equity method 8,000 thousand shares |
Object of transaction Hanshin Department Store - stocks Grand Hi-Lai Hotel - stocks Hanshin Shopping Plaza - stocks |
2020 |
|---|---|---|
| Acquisition price $ 102,765 81,000 |
||
$ 183,765 |
||
$ 480,000 |
||
The Group has not acquired financial assets from related parties in 2019.
8. Disposal of financial assets
| Account Investments recognized under the equity method |
Trading Target Wei Li |
Number of shares traded 17,800 thousand shares |
Object of transaction Li Yang Agricultural Technology - stocks |
2020 | 2020 |
|---|---|---|---|---|---|
| Proceeds from disposal $ 204,086 |
Gain (loss) on disposal $ 52,460 |
||||
The Group has not disposed of financial assets to related parties in 2019.
9. Other credit and debt transactions
(1) Refundable deposits
| Other related party Deposits received Other related party |
December 31, 2020 $ 24,597 December 31, 2020 $ 450 |
December 31, 2019 $ 24,597 |
|---|---|---|
December 31, 2019 $ 450 |
- (2) Deposits received
10. Endorsements and guarantees
~52~
| Other related party - Wei Li - Chi Hsuan - Hanshin Asset Management |
December 31, 2020 $ 5,048,675 558,000 798,000 $ 6,404,675 |
December 31, 2019 $ 4,133,535 558,000 399,000 $ 5,090,535 |
|---|---|---|
11. 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., 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.
-
(2) 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.
-
(3) 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 Group's remuneration for Directors and key management:
~53~
| Short-term employee benefits | 2020 $ 14,267 |
2019 |
|---|---|---|
| $ 14,845 |
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 Group have been provided as collateral for bank loans, performance bond, and warranty bond:
| Book value Assets December 31, 2020 December 31, 2019 Inventories $ 8,176,554 $ 11,400,244 Other financial assets - current (restricted deposits) 229,340 310,313 Property, plant and equipment 18,284 18,543 Investment properties 42,750 43,318 Other financial assets - non-current (time deposits) 59,435 59,431 Right-of-use assets 278,892 367,640 $ 8,805,255 $ 12,199,489 |
Book value | Purpose of collateral Short-term borrowings and commercial papers Trusts and reserve accounts Commercial papers Commercial papers Performance guarantee Short-term borrowings and commercial papers |
|---|---|---|
IX. Significant contingent liabilities and unrecognized contractual commitments
As of December 31, 2020, the total construction contract price between the Group and non-related parties was $5,603,515 and the amount that has yet not been included in the estimation was $1,322,077.
X. Significant disaster loss
None.
XI. Significant events after the balance sheet date
The Group plans to acquire 9 plots of land on Zhongyi Section, Tucheng District, New Taipei City based on a resolution of the Board of Directors on January 18, 2021. The project will be jointly developed with five companies with a total transaction amount of NT$1.856 billion. The Company's investment ratio is 50%.
XII. Other
(I) Capital management
The Group implements capital management to ensure sustainable development of the companies of the Group maximize the benefit for its shareholders by optimizing debts and equity. The Group'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 Group may adjust the amount of dividends paid to shareholders, issue new shares, or sell assets to reduce debts. The Group adjusts loan amounts based on the construction progress and the funding required for operations.
~54~
(II) Financial instruments
1. Financial instruments by category
| December 31, 2020 Financial assets Current financial assets at fair value through profit or loss $ 32,275 Current financial assets at fair value through other comprehensive income 378,534 Non-current financial assets at fair value through other comprehensive income 1,024,216 $ 1,435,025 Financial assets at amortized cost Cash and cash equivalents 5,724,939 Notes receivable, net 52,548 Accounts receivable, net 249,514 Other receivables 488,532 Other financial assets 229,340 Refundable deposits 104,287 Other financial assets - non-current 59,435 $ 6,908,595 December 31, 2020 Financial liabilities Financial liabilities at amortized cost Short-term borrowings $ 3,518,839 Short-term notes and bills payable 1,883,373 Notes payable 107,188 Accounts payable 829,033 Other payables - other 3,456,579 Deposits received 2,996 $ 9,798,008 Lease liabilities $ 85,138 |
December 31, 2019 $ 36,939 91,414 359,330 $ 487,683 1,504,926 61,748 37,800 400,084 310,313 122,867 59,431 $ 2,497,169 December 31, 2019 $ 5,576,476 2,799,635 64,911 653,554 79,198 4,643 $ 9,178,417 $ 104,091 |
|---|---|
2. Risk management policy
The objective of the Group's financial risk management is to manage the market risks, credit risks, and liquidity risks related to operating activities. The Group conducts the identification, valuation, and management of the aforementioned risks based on its policies and risk preferences.
The Group 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 Group shall strictly abide by the regulations established for financial risk management.
~55~
3. Significant financial risks and degree of financial risks
- (1) Market risks
Foreign exchange risks
The Group'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 Group'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 Group diversifies its investment portfolio in accordance with the limits set by the Group.
-
B. The Group'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 tools measured at fair value in 2020 and 2019 will increase or decrease by $323 and $369, 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 $3,785 and $914, respectively.
Interest rate risk for cash flow and fair value
-
A. The Group's interest rate risks mainly arise from short-term borrowings and short-term notes and bills payable. Borrowings at floating rates expose the Group to cash flow interest rate risks, which are partially offset by cash held at floating rates. Borrowings at fixed rates expose the Group to fair value interest rate risks. In 2020 and 2019, the Group's loans calculated based on floating interest rates were calculated in NTD.
-
B. The Group 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 2020 and 2019 would result in an increase or decrease of $54,022 and $83,761, respectively.
-
(2) Credit risks
-
A. The Group's credit risks refer to the risks of financial loss to the Group 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 Group establishes credit risk management from the perspective of the Group. The Group has set a minimum independent credit rating of "A" for banks and financial institutions before they can be accepted as transaction counterparties.
-
C. The Group'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 Group manages receivables in special transactions on an individual basis and tracks such receivables on a regular basis. The amount of the Group's assessed credit impairment losses as of December 31, 2020 and 2019 was
~56~
insignificant.
-
D. As of December 31, 2020 and 2019, there were no debts with recourse that were written off.
-
(3) Liquidity risks
-
A. Cash flow forecasting is performed by each Group entity and aggregated by the Group treasury. The Group's Finance Department monitors rolling forecasts of the Group’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 Group does not breach borrowing limits or covenants on any of its borrowing facilities.
-
B. The Group's non-derivative financial liabilities are analyzed based on the remaining period at the balance sheet date to the contractual maturity date. Derivative financial liabilities are analyzed based on the fair value on the balance sheet 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, 2020 Short-term borrowings $ Short-term notes and bills payable Accounts payable Lease liabilities |
Within 1 year 2,654,893 $ 1,833,850 682,011 22,796 |
1 to 3 years 28,260 $ - 147,022 43,834 |
3 years or above 797,659 - - 21,917 |
|---|---|---|---|
Non-derivative financial liabilities:
| December 31, 2019 Short-term borrowings $ Short-term notes and bills payable Accounts payable Lease liabilities |
Within 1 year 3,992,749 $ 2,801,730 372,218 22,520 |
1 to 3 years 1,727,286 $ - 281,336 43,195 |
3 years or above - - - 43,834 |
|---|---|---|---|
- C. The Group does not expect the timing of occurrence of the cash flows estimated through the maturity date will be significantly earlier, nor expect the actual cash flow amount would be significantly different.
-
(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 observable for the asset
-
~57~
or liability, either directly or indirectly.
Level 3: Unobservable inputs for the assets or liabilities.
-
Please refer to Note 6 (10) 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, long-term prepaid rent, 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 Group's classification of assets by nature is as follows:
| December 31, 2020 Assets Recurring fair value measurements |
Level 1 $ 32,275 $ 378,534 $- Level 1 $ 36,939 $ 91,414 $- |
Level 2 $- $- $- Level 2 $- $- $- |
Level 3 $- $- $1,024,216 Level 3 $- $- $ 359,330 |
Total $ 32,275 |
|---|---|---|---|---|
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, 2019 Assets Recurring fair value measurements |
||||
$ 378,534 |
||||
$1,024,216 Total $ 36,939 $ 91,414 $ 359,330 |
||||
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 |
- (2) The methods and assumptions that the Group used to measure the fair value are as follows: A. The instruments for which the Group used market quoted prices as their fair values (i.e., Level 1) are divided by the characteristics of the instruments as follows:
Listed stocks
Open-end funds
~58~
Closing price
Net worth
Market quoted price
-
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 Group in 2020 and 2019.
-
The Level-3 movements for 2020 and 2019 were as follows:
| January 1 Acquired in the current period Valuation adjustment December 31 |
2020 $ 359,330 192,765 472,121 $ 1,024,216 |
2019 |
|---|---|---|
| $ 311,317 4,356 43,657 $ 359,330 |
-
An independent appraiser appointed by the Group 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:
| December 31, 2020 Fair value Equity instruments: Non-listed stocks $ 983,188 41,028 $ 1,024,216 December 31, 2019 |
Valuation technique Comparable public company analysis Net asset value approach |
Significant unobservable input Product of the number of shares multiplied by value Discount for lack of marketability Not applicable Significant |
Range (Weighted average) 0.54~5.46 25.75% ~30.00% Not applicable Range |
Relationship between |
|---|---|---|---|---|
inputs and fair value 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 Relationship between |
~59~
| Fair value Equity instruments: Non-listed stocks $ 326,079 33,251 $ 359,330 |
Valuation technique Comparable public company analysis Net asset value approach |
unobservable input Product of the number of shares multiplied by value Discount for lack of marketability Not applicable |
(Weighted average) 0.59~4.46 21.83%~ 23.80% Not applicable |
inputs and fair value 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 |
|---|---|---|---|---|
~60~
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: None.
-
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 3.
-
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: Please refer to Table 4.
-
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: Please refer to Table 5.
-
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 8.
XIV. Segment information
(I) General information
The Group only engages in business operations in one industry and the Group uses the overall performance evaluation and resource distribution to provide chief operating decision-makers with information on resource distribution and department performance in the financial information of each individual company.
The Company: The Company's main businesses are the construction of public housing and the lease and sales of commercial residential buildings, industrial plants, and commercial buildings.
-
L1 companies: The main businesses are residential and buildings lease construction and development, public works construction and investment, and real estate rental and leasing.
-
L2 companies: The main businesses are residential and buildings lease construction and
~61~
development, public works construction and investment, and real estate rental and leasing.
Other companies: Summary of companies that have not reached the quantitative threshold.
(II) Segment information measurement
The Group's operation decision-makers use the net income after taxes to evaluate the performance of segments. It is also used as the basis for performance evaluation.
(III) Segment information
Reportable segment information provided to the chief operating decision maker is as follows:
| Revenue from external customers Revenue from inter-segment sales Total revenue Segment income before tax Depreciation and amortization Income tax expenses Income (losses) from equity investments under the equity method Segment assets Segment liabilities Revenue from external customers Revenue from inter-segment sales Total revenue Segment income before tax Depreciation and amortization Income tax expenses Income (losses) from equity investments under the equity method Segment assets Segment liabilities |
2020 | |||||
|---|---|---|---|---|---|---|
| The Company $ 13,789,342 - |
L1 companies $ 13,973 - $ 13,973 ($ 54,936) ($ 1,826) $- $ 32 $ 665,904 $ 1,638 |
L2 companies $ 475,176 - |
Other companies $ - - $- ($ 56) $- $- $- $ 2,289 $ 28 2019 |
Reconciliation and offset ($ 576) - ($ 576) $ 159,391 $- $- $ 147,134 ($ 2,197,571) ($ 104,966) |
Total $ 14,277,915 - |
|
| $ 13,789,342 $ 5,159,661 ($ 24,320) ($ 216,523) ($ 107,719) $ 19,224,864 $ 9,968,197 |
$ 475,176 | $ 14,277,915 | ||||
| ($ 104,470) ($ 8,045) $- |
$ 5,159,590 | |||||
| ($ 34,191) | ||||||
($ 216,523) |
||||||
| ($ 5,394) $ 2,613,600 $ 1,153,595 |
$ 34,053 |
|||||
| $ 20,309,086 | ||||||
| $ 11,018,492 | ||||||
| The Company $ 1,393,666 - |
L1 companies $ - - $- $ 1,732 ($ 702) $- ($ 161) $ 734,090 $ 7,432 |
L2 companies $ 529,811 - |
Other companies $ - - $- ($ 53) $- $- $- $ 2,466 $ 30 |
Reconciliation and offset ($ 453) - ($ 453) $ 10,172 $- $- ($ 3,867) ($ 1,677,424) ($ 115,566) |
Total $ 1,923,024 - |
|
| $ 1,393,666 $ 63,478 |
$ 529,811 | $ 1,923,024 | ||||
| ($ 11,854) ($ 8,167) $- |
$ 63,475 | |||||
| ($ 22,442) ($ 6,587) $ 3,275 |
($ 31,311) | |||||
($ 6,587) |
||||||
| ($ 8,724) $ 2,237,934 $ 1,379,172 |
($ 9,477) |
|||||
| $ 17,274,726 $ 9,083,265 |
$ 18,571,792 |
|||||
| $ 10,354,333 |
~62~
(IV) Reconciliation of segment income
The revenue from external parties, segment profit or loss, and total assets provided to the chief operating decision-maker are measured in a manner consistent with the revenue, net income after tax, and total assets in the financial statements. Therefore, no reconciliation is required.
(V) Information by region
The Group's information by region in 2020 and 2019 is as follows:
| Taiwan | 2020 Revenue Non-current assets $ 14,277,915 $ 2,006,237 |
2019 | 2019 |
|---|---|---|---|
| Revenue $ 14,277,915 |
Revenue $ 1,923,024 |
Non-current assets $ 1,457,624 |
~63~
Table 1
Kuo Yang Construction Co., Ltd. and Subsidiaries Provision of endorsements and guarantees to others January 1 to December 31, 2020
Unit: NT$1,000 (Unless specified otherwise)
| No. (Note 1) 0Kuo Y 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1Shen Y |
Name of company providing endorsement or guarantee Entity for which the endorsement/guarantee is made Company name Relationship (Note 2) ang Construction Co., Ltd. Wei Li International Development Co., Ltd. 5 ″ Ho Hsin Cheng Co., Ltd. 5 ″ Yu Sheng Development Co., Ltd. 5 ″ Hong Hui Development Co., Ltd. 5 ″ Chan Pang Construction Co., Ltd. 5 ″ Ding Li Development Co., Ltd. 5 ″ Sin Wei Jie Construction Limited Liability Company 5 ″ Tsang Shan Development Co., Ltd. 5 ″ Chi Hsuan Development Co., Ltd. 5 ″ Shen Yang Construction Co., Ltd. 2 ″ Hanshin Asset Management Co., Ltd. 5 ″ Li Yang Agricultural Technology Co., Ltd. 5 ″ Heng Jui Development Co., Ltd. 5 ″ Ta Yuan Construction Co., Ltd. 5 ″ Tsu Yan International Development Co., Ltd. 5 ang Construction Co., Ltd. Chi Yang Construction Co., Ltd. 2 |
Limit on endorsements/guarant ees to a single enterprise (Note 3) $ 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 2,852,158 |
Limit on endorsements/guarant ees to a single enterprise (Note 3) $ 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 18,513,336 2,852,158 |
Maximum outstanding balance of endorsements/guarantees during the current period (Note 4) $ 8,357,265 625,928 459,867 447,090 638,700 383,220 698,400 511,500 1,023,000 881,400 798,000 665,000 266,000 320,000 112,500 2,415,000 |
Ending balance of endorsements/guarantees (Note 5) $ 5,048,675 - - - - - - 279,000 558,000 533,000 798,000 665,000 266,000 320,000 - 2,415,000 |
Actua | l amount drawn | E | nd | orsed/Guarantee |
Cumulative endorsed/guaranteed |
Cumulative endorsed/guaranteed |
Maximum endorsed/guaranteed amount |
P | ar | ent company | Subsidiary to | Subsidiary to | E | ndorsements and uarantees for entities in Mainland China (Note 7) N N N N N N N N N N N N N N N N |
Remarks | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| g | ||||||||||||||||||||||
amou |
nt as a percentage |
|||||||||||||||||||||
| ee | d | amount with property as collateral $ - - - - - - - - - - - - - - - - |
of th |
e net value in the |
||||||||||||||||||
during |
mos | t recent financial | to |
subsidiary (Note 7) N N N N N N N N N Y N N N N N N |
ar |
ent company |
||||||||||||||||
| statements 54.54% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.01% 6.03% 5.76% 8.62% 7.18% 2.87% 3.46% 0.00% 169.35% |
(Note 7) N N N N N N N N N N N N N N N N |
|||||||||||||||||||||
Table1 Page 1
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):
-
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.
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".
Table1 Page 2
Kuo Yang Construction Co., Ltd. and Subsidiaries
Holding of marketable securities at the end of the period (excluding investment in subsidiaries, affiliates and joint ventures) December 31, 2020
Table 2
Unit: NT$1,000 (Unless specified otherwise)
| Securities held by Type and name of marketable securities Kuo Yang Construction Co., Ltd. Franklin Templeton SinoAm Multi-Asset Income Balanced Fund ″ First Bank Fidelity Funds - Asian High Yield Fund Shang Yang International Asset Management Co., Ltd. O-Bank No. 1 Real Estate Investment Trust ″ Asus 3-Year Maturity Emerging Market Bond Fund Kuo Yang Construction Co., Ltd. Unlisted stocks - Tai Ho Construction Co., Ltd. Celestial Talent Limited Cultivate Wealth Limited Kuo Yang Construction Co., Ltd. Listed stocks - Fu I Industrial Co., Ltd. ″ Asia Cement Corporation ″ Taiwan Cement Corporation ″ Chuwa Wool Industry Co., (Taiwan) Ltd. ″ Hi-Lai Foods Co., Ltd. Kuo Yang Construction Co., Ltd. Unlisted stocks - United Real Estate Management Co., Ltd. ″ Hanshin Department Store Co., Ltd. ″ Hanshin Asset Management Co., Ltd. ″ Grand Hi-Lai Hotel Co., Ltd. Shen Yang Construction Co., Ltd. Unlisted stocks - Han Chi Technology Co., Ltd. Shang Yang International Asset Management Co., Ltd. Unlisted stocks - Kaohsiung Arena Development Corporation ″ SE Security Corp. |
Relationship with securities issuer General ledger account None Current financial assets at fair value through profit or loss None ″ None ″ None ″ None Non-current financial assets at fair value through profit or loss None ″ None Current financial assets at fair value through other comprehensive income None ″ None ″ Note 4 ″ ″ ″ None Non-current financial assets at fair value through other comprehensive income Note 4 ″ ″ ″ ″ ″ None ″ Note 4 ″ None ″ |
Number of shares | End of period Carrying amount Shareholding ratio Fair value $ 10,130 - $ 10,130 10,478 - 10,478 9,700 - 9,700 1,967 - 1,967 $ 32,275 $ 32,275 $ - 17.14% $ - - 0.11% - $- $- $ 66,970 1.84% $ 66,970 76,032 0.05% 76,032 125,282 0.05% 125,282 71,250 2.72% 71,250 39,000 0.80% 39,000 $ 378,534 $ 378,534 $ 19,851 4.43% $ 19,851 438,854 18.00% 438,854 132,368 2.29% 132,368 209,091 18.00% 209,091 6,714 9.00% 6,714 202,875 5.00% 202,875 14,463 15.96% 14,463 $1,024,216 $1,024,216 |
Remarks |
|---|---|---|---|---|
| 1,000,000 1,000,000 1,000,000 200,000 2,400,000 20.1 1,755,429 1,760,000 2,900,048 2,500,000 300,000 1,494,794 7,218,000 4,946,472 5,401,471 450,000 12,500,000 900,000 |
Note 1: Leave the column blank if the issuer of marketable securities is non-related party.
Note 2: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortized cost deducted by accumulated impairment for the marketable securities not measured at fair value.
Note 3: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions.
Note 4: The securities issuer is an affiliate of the
Group.
Table 2 Page 1
Kuo Yang Construction Co., Ltd. and Subsidiaries
Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more
January 1 to December 31, 2020
Table 3 Unit: NT$1,000 (Unless specified otherwise) Reference for price Purpose of Prior transaction of related counterparty determination acquisition Company that acquired real Transaction Transaction Relationship and status property Name of property Transaction date amount Payment status counterparty Relationship Owner with issuer Transfer date Amount Basis of usage Miscellaneous Kuo Yang Construction Co., Inventories - Land under 2020/11/09 $1,520,458 $ 1,050,595 10 individuals None Not Not Not applicable Not Appraisal report from Zhe Land for Not applicable Ltd. construction (land in 2020/12/30 including A and Po applicable applicable applicable Yu Real Estate Appraisers construction Neihu Jiuzong Section) Kai Development Firm, appraisal report from Co., Ltd. Hung Pang Real Estate Appraisers Firm, and Chih Wei Real Estate Appraisers Firm Shen Yang Construction Co., Inventories - Land 2020/12/16 566,190 $ - Land Administration None Not Not Not applicable Not Not applicable Land for Not applicable Ltd. awaiting construction Bureau, Kaohsiung applicable applicable applicable construction (land in Fengshan City Government District, Kaohsiung)
Note 1: Where an appraisal is required for an acquired asset, specify the appraisal results in the "reference for price determination".
Note 2: 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 3: 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 3 Page 1
Kuo Yang Construction Co., Ltd. and Subsidiaries
Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more
January 1 to December 31, 2020
Table 4
Unit: NT$1,000
(Unless specified otherwise)
| Transaction date Acquisition date 2020/6/24 Not applicable for pre- sale properties 2020/5/7 1999/6/25 |
Carrying amount Not applicable $3,926,710 |
Transaction amount $ 325,529 $9,634,552 |
Payment collection status Gain (loss) on disposal Transaction counterparty $55,340 already collected in accordance with contracts Not applicable A $9,634,552 already collected in accordance with contracts Gains on disposal $5,557,850 Fubon Life Insurance Co., Ltd. |
Relationshi p None None |
Purpose of disposal Basis of reference for price determination Gains $321,939 in appraisal report from Hung Pang Real Estate Appraisers Firm Gains Appraisal report from Zhan- Mao Real Estate Appraisers Firm and Hung Pang Real Estate Appraisers Firm |
Basis of reference for price | Miscellaneou |
|---|---|---|---|---|---|---|---|
| s Not applicable Not applicable |
Note 1: Where an appraisal is required for a disposed asset, specify the appraisal results in the "reference for price determination".
Note 2: 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 3: 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. and Subsidiaries
Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more
January 1 to December 31, 2020
Table 5
Unit: NT$1,000
Balance of receivables from related Turnover Overdue receivables from related parties Amount collected subsequent Creditor Transaction counterparty Relationship parties rate Amount Action taken to the balance sheet date Allowance for doubtful accounts Kuo Yang Construction Co., Ltd.[Shen Yang Construction ] Parent company $ 104,529 - $ - - $ - $ - Co., Ltd. and subsidiary
Table 5 Page 1
Kuo Yang Construction Co., Ltd. and Subsidiaries
The business relationship and significant transactions between the parent company and its subsidiaries
January 1 to December 31, 2020
Table 6
Unit: NT$1,000
Transaction status
| No. (Note 1) Company name Counterparty 0 Kuo Yang Construction Co., Ltd. Shen Yang Construction Co., Ltd. 0 Kuo Yang Construction Co., Ltd. Shen Yang Construction Co., Ltd. 0 Kuo Yang Construction Co., Ltd. Shang Yang International Asset Management Co., Ltd. 0 Kuo Yang Construction Co., Ltd. Che Yang Agricultural Technology Co., Ltd. 1 Shang Yang International Asset Management Shadwell Limited. |
Relationship (Note 2) General ledger account 1 Other receivables - related parties $ 1 Rental/leasing revenue 1 Rental/leasing revenue 1 Rental/leasing revenue 3 Interest payable |
Amount 104,529 203 186 186 437 |
Percentage of consolidated total operating revenues or total assets Transaction terms (Note 3) Note 4 0.51% Note 4 0.00% Note 4 0.00% Note 4 0.00% Note 4 0.00% |
|---|---|---|---|
Co., Ltd.
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. and Subsidiaries
Names, locations and other information of investee companies (excluding the investees in Mainland China) January 1 to December 31, 2020
| Table 7 Name of investment company Investee Location Main business activities Kuo Yang Construction Co., Ltd. Sweet Me Hot Spring Resort Co., Ltd. Taiwan General hotel industry and restaurant management ″ Hanshin Shopping Plaza Co., Ltd. Taiwan Department store ″ Shadwell Limited British Virgin Islands Investment in real estate property ″ Shen Yang Construction Co., Ltd. Taiwan Real estate investment, development, and rental and leasing ″ Shang Yang International Asset Management Co., Ltd. Taiwan Residence and buildings lease construction and development Shen Yang Construction Co., Ltd. Li Yang Agricultural Technology Co., Ltd. Taiwan Horticulture services and afforestation ″ Che Yang Agricultural Technology Co., Ltd. Taiwan Horticulture services and afforestation ″ Chi Yang Construction Co., Ltd. Taiwan Residence and buildings lease construction and development Shang Yang International Asset Management Co., Ltd. Chi Yang Construction Co., Ltd. Taiwan Residence and buildings lease construction and development ″ Century Rainbow Seychelles Investment company Limited Century Rainbow Limited Celestial Talent Seychelles Investment company Limited Century Rainbow Limited Charm Merit Limited Hong KongInvestment company Charm Merit Limited Good Fame Limited Samoa Investment company |
Initial investment amount End of the period End of last year $ 22,000 $ 22,000 $ 480,000 $ - 4,742 4,742 1,600,000 900,000 631,098 631,098 - 177,954 2,500 2,500 136,000 104,000 31,500 31,500 106,145 106,145 (USD 3,727 thousand) (USD 3,727 thousand) 77,665 77,665 (USD 2,727 thousand) (USD 2,727 thousand) 28,480 28,480 (USD 1,000 thousand) (USD 1,000 thousand) 28,480 28,480 (USD 1,000 thousand) (USD 1,000 thousand) |
Unit: NT$1,000 (Unless specified otherwise) Holding ratio at the end of Net profit (loss) of investee for the current period Investment income (loss) recognized by the Company for the current period Remarks Number of shares the period Carrying amount 2,200,000 20% $ 12,933 ($ 8,671) ($ 714) Affiliate enterprise 8,000,000 20% $ 520,343 $ 854,905 $ 40,343 Affiliate enterprise 200,000 100% 2,309 ( 56) ( 56) Subsidiary (Note 4) 160,000,000 100% 1,384,417 ( 104,399) ( 92,130) Subsidiary (Note 4) 61,800,000 100% 664,003 ( 54,936) ( 55,161) Subsidiary (Note 4.6) - - - ( 12,730) ( 5,395) (Note 5) 250,000 100% 1,688 ( 216) ( 216)Sub-subsidiary (Note 4) 13,600,000 80% 135,704 ( 357) ( 286)Sub-subsidiary (Note 3.4) 3,150,000 45% 31,283 ( 147) ( 66) Affiliate enterprise 2,718,138 100% 695 98 98 Sub-subsidiary (Note 1.4) 1,988,828 100% ( 94) - -Sub-subsidiary (Note 1.4) 1,000,000 100% 983 98 98 Sub-subsidiary (Note 1.4) 1,000,000 40% 1,053 245 ( 115) Affiliate enterprise (Note 1) |
|---|---|---|
Note 1: Calculated based on the exchange rate of the foreign currency on December
Table 7 Page 1
31, 2020.
Note 2: The subsidiary Shen Yang organized a cash capital increase of $700,000 in August 2020. The Group has subscribed to
shares in accordance with the shareholding ratio and completed all subscription payments.
Note 3: A sub-subsidiary established by the Group in September 2019. The company organized a cash capital increase of $40,000 in the first half of 2020. The Group has subscribed to shares in accordance with the shareholding ratio and completed all subscription payments.
Note 4: All the transactions were consolidated and written off in the
preparation of the consolidated financial statements.
Note 5: The Group sold all its shares in the company in the third quarter of 2020. Please refer to the description in Note 7 (2) 8 for details.
Note 6: The Board of Directors of subsidiary Shang Yang passed the capital reduction of $82,000 to make up for losses on November 9, 2020, and the Group has reduced its shares based on the capital reduction ratio.
Table 7 Page 2
Kuo Yang Construction Co., Ltd. and Subsidiaries
Information on investments in Mainland China - basic information
January 1 to December 31, 2020
Table 8
Unit: NT$1,000
(Unless specified otherwise)
Amount remitted from Taiwan
to Mainland China/Amount Investment Investment remitted back to Taiwan for the income (loss) revenue Opening balance of current period Ending balance of Ownership held recognized by the transferred accumulated fund Remitted to accumulated fund Net profit (loss) directly or Company in the back to Taiwan Investees in Mainland Main business Investment method transfer from Mainland Remitted back transfer from of investee for the indirectly by current period Ending investment as of the end of China activities Paid-in capital (Note 1) Taiwan China to Taiwan Taiwan current period the Company (Note 2 (2). B) book value the period Remarks Guopan Investment Business investment $ 85,440 (2) $ 28,480 $ - $ - $ 28,480 $ 245 40% $ 98 $ 1,126 $ - Consultancy Co., Ltd. consulting and (USD 3,000 (USD 1,000 (USD 1,000 enterprise thousand) thousand) thousand) management consulting
| The | Company name Company |
Accumulated investment remitted from | Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) $ 105,604 |
Upper limit on investment | Upper limit on investment |
|---|---|---|---|---|---|
| Taiwan to Mainland China at the end of | |||||
| the period $ 105,604 (USD 3,708 thousand) |
authorized by MOEAIC $ 5,574,356 |
Note 1: The methods for engaging in investment in Mainland China
are categorized into the following three types. Please specify the
type:
-
(1) The Group remits its own funds directly to the investee companies located in Mainland China.
-
(2) The Group invests in Mainland China through a company in a third region. The Group 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$77,124 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. and Subsidiaries
Information on major shareholders
December 31, 2020
Table 9
| Shareholder's name | Shares |
|---|---|
| Number of shares held Shareholdingratio |
|
| Han Shen Investment Co., Ltd. Chung Shen Development Co., Ltd. Morta Enterprise Co., Ltd. Cheng Chi Co., Ltd. |
65,964,933 9.46% 50,793,780 7.29% 45,453,444 6.52% 42,389,920 6.08% |
Table 9 Page 1