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ky Audit Report / Information 2023

Nov 10, 2023

52131_rns_2023-11-10_1d133ce0-c153-4db6-aab5-f8496f05ad3c.pdf

Audit Report / Information

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Kuo Yang Construction Co., Ltd. Individual Financial Statements and Independent Auditor's Report 2023 and 2022

(Stock Code: 2505)

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

~1~

Kuo Yang Construction Co., Ltd.

Individual Financial Statements and Independent Auditor's Report for 2023 and 2022

Table of Contents

Item
I.
Cover
II.
Table of Contents
III.
Independent Auditor's Report
IV.
Individual Balance Sheet
V.
Individual Statements of Comprehensive Income
VI.
Individual Statements of Changes in Equity
VII.
Individual Cash Flow Statement
VIII.
Notes to Individual Financial Statements
(I)
Company history
(II)
Date and procedures of approval of the financial statements
(III)
Application of new standards, amendments and interpretations
(IV)
Summary of significant accounting policies
(V)
Significant accounting judgments, estimates and main uncertainty
assumptions
(VI)
Details of significant accounts
(VII) Related-party transactions
(VIII) Pledged assets
(IX)
Significant contingent liabilities and unrecognized contractual
commitments
Page
Number
1
2 ~ 3
4 ~ 7
8 ~ 9
10
11
12
13 ~ 54
13
13
13 ~ 14
14 ~ 23
24
24 ~ 42
43 ~ 47
47
47
~2~
Item
(X)
Significant disaster loss
(XI)
Significant events after the balance sheet date
(XII) Other
(XIII) Supplementary disclosures
(XIV) Segment information
IX.
Statement of Important Accounts
Page
Number
48
48
48 ~ 53
54 ~ 54
54
55 ~ 61
~3~

Independent Auditor's Report (2024) Cai-Shen-Bao-Zi No. 23004302

To Kuo Yang Construction Co., Ltd.:

Audit Opinions

The Individual Balance Sheet of Kuo Yang Construction Co., Ltd. as of December 31, 2023 and 2022 and the Individual Statement of Comprehensive Income, Individual Statement of Changes in Equity, Individual Cash Flow Statement, and Notes to the Individual Financial Statements (including a summary of material accounting policies) from January 1 to December 31, 2023 and 2022 have been audited by the CPA.

In our opinion and based on our audits and reports of other CPAs, the Individual Financial Statements were prepared in accordance with the "Regulations Governing the Preparation of Financial Reports by Securities Issuers" in all material respects, and present fairly the individual financial position of Kuo Yang Construction as of December 31, 2023 and 2022, and its individual financial performance and its individual cash flow from January 1 to December 31, 2023 and 2022.

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 Standards on Accounting (TWSA). Our responsibility based on these standards will be explained in greater detail in the section on our responsibilities for the review of the Individual Financial Statements. The personnel of the CPA firm who are governed by regulations on independence have acted according to the ROC CPA Code of Professional Ethics and remained independent of Kuo Yang Construction when fulfilling other obligations set forth in the Code. We believe that we have obtained sufficient and appropriate evidence as the basis for the audit opinion.

Key Audit Matters

The key audit matters pertain to the most important items of Kuo Yang Construction's 2023 Individual Financial Statements as per the professional judgment of the CPA. These matters were addressed in the context of our audit of the Individual Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

~4~

Key audit matters of the Individual Financial Statements of Kuo Yang Construction for 2023 are as follows:

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

Description

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

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

Corresponding auditing procedures

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

  • We interviewed the management level 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.

Other matters - Reference to audits of other CPAs

We did not audit certain investments accounted for through the equity method in the financial statements of Kuo Yang Construction for 2023 and 2022. Those financial statements were audited by other CPAs. As such, our opinions in the aforementioned Individual Financial Statements on the amounts included in the aforementioned financial statements and related information disclosed in Note 13 were based on audit reports of other CPAs. The investment on equity method totaling NT$1,234,734 thousand and NT$986,405 thousand as of December 31, 2023 and 2022 accounted for 7.26% and 6.32% of the total assets, respectively. The comprehensive income recognized for 2023 and 2022 was NT$348,379 thousand and NT$142,204 thousand, which accounted for 59.04% and 50.76% of the total comprehensive income for the period, respectively.

~5~

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

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

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

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

Auditors' Responsibilities for the Audit of the Individual Financial Statements

Our objectives are to obtain reasonable assurance about whether the Individual Financial Statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an independent auditor's report. Reasonably reliable means highly reliable. However, auditing work carried out in accordance with the Standards on Auditing (TWSA) cannot guarantee detection of significant misrepresentations in the individual financial statements. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

When conducting the auditing work according to the Standards on Accounting (TWSA), we exercised our professional judgment and professional skepticism. We also execute the following tasks:

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

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

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

  4. Concluded on the appropriateness of the management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on Kuo Yang Construction's ability to continue as a going concern. If we consider that material uncertainty exists in these matters or conditions, we are required to remind

~6~

the users of the Individual Financial Statements to pay attention to relevant disclosure in the statements in their audit report, or revise the audit opinions when such disclosure is inappropriate. Our conclusions are based on the audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause Kuo Yang Construction to cease to continue as a going concern.

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

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

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

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

From the matters communicated with those charged with governance, the CPA determines matters that were of most significance in the audit of the 2023 Individual Financial Statements of Kuo Yang Construction for the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

PricewaterhouseCoopers Taiwan

Chun-Yuan Hsiao

CPA

Fang-Yu Wang

Former Securities and Futures Bureau, Financial Supervisory Commission No. of Approval Document: Jin-Guan-Zheng-6 No. 0960042326 Financial Supervisory Commission No. of Approval Document: Jin-Guan-Zheng-Shen No. 1030027246 March 13, 2024

~7~

Kuo Yang Construction Co., Ltd. Individual Balance Sheet January 1 to December 31, 2023 and 2022

Assets Notes
6 (1)
6 (2)
6 (3)
6 (17)
6 (4)
6 (4)
7
6 (24)
6 (5) (6) and 8
8
6 (3) and 7
6 (7)
8
6 (8)
6 (9) and 8
6 (24)
8
December 31, 2023
Amount
%
$ 1,012,013
6
12,410
-
143,365
1
39,006
-
109,944
1
51,345
-
14,861
-
-
-
850
-
10,644,038
62
102,384
1
323,605
2
169,114
1
12,622,935
74
375,949
2
3,745,145
22
39,771
-
27,762
-
59,375
1
109
-
93,235
1
48,335
-
773
-
4,390,454
26
$ 17,013,389
100
Unit: NT$ thousand
December 31, 2022
Amount
%
$ 1,464,782
9
11,830
-
119,528
1
18,434
-
61,223
-
21,611
-
18,914
-
11,286
-
283
-
9,735,453
63
88,457
1
600
-
5,346
-
11,557,747
74
316,658
2
3,456,148
22
28,704
-
39,165
-
60,524
1
439
-
88,177
1
48,335
-
2,737
-
4,040,887
26
$ 15,598,634
100
Amount
$ 1,012,013
12,410
143,365
39,006
109,944
51,345
14,861
-
850
10,644,038
102,384
323,605
169,114
12,622,935
375,949
3,745,145
39,771
27,762
59,375
109
93,235
48,335
773
4,390,454
$ 17,013,389
Amount
$ 1,464,782
11,830
119,528
18,434
61,223
21,611
18,914
11,286
283
9,735,453
88,457
600
5,346
11,557,747
316,658
3,456,148
28,704
39,165
60,524
439
88,177
48,335
2,737
4,040,887
$ 15,598,634
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
1140
Contract assets - current
1150
Notes receivable, net
1170
Accounts receivable, net
1200
Other receivables
1210
Other receivables - related parties
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
1980
Other Financial Assets - Non Current
1990
Other non-current assets - other
15XX
Total non-current assets
1XXX
Total assets

(Continued)

~8~

Kuo Yang Construction Co., Ltd. Individual Balance Sheet January 1 to December 31, 2023 and 2022

Liabilities and Equity Notes
6 (10)
6 (11)
6 (17)
7
6 (24)
6 (13)
6 (14)
6 (15)
6 (16)
9
11
December 31, 2023
Amount
%
$ 5,392,826
32
-
-
909,875
5
236,224
1
114,343
1
129,348
1
18,960
-
22,403
-
77,876
1
6,901,855
41
1,216
-
1,591
-
9,051
-
11,858
-
6,913,713
41
3,800,000
22
627,683
3
1,040,789
6
138,232
1
4,340,439
26
152,533
1 (
10,099,676
59
$ 17,013,389
100
December 31, 2023
Amount
%
$ 5,392,826
32
-
-
909,875
5
236,224
1
114,343
1
129,348
1
18,960
-
22,403
-
77,876
1
6,901,855
41
1,216
-
1,591
-
9,051
-
11,858
-
6,913,713
41
3,800,000
22
627,683
3
1,040,789
6
138,232
1
4,340,439
26
152,533
1 (
10,099,676
59
$ 17,013,389
100
Unit: NT$ thousand
December 31, 2022
Amount
%
$ 4,651,483
30
527,672
3
42,781
-
67,358
1
184,527
1
452,773
3
56,144
-
21,255
-
60,400
1
6,064,393
39
21,707
-
1,711
-
1,246
-
24,664
-
6,089,057
39
3,800,000
24
627,683
4
999,950
7
10,017
-
4,210,159
27

138,232)(
1)
9,509,577
61
$ 15,598,634
100
Amount
$ 5,392,826
-
909,875
236,224
114,343
129,348
18,960
22,403
77,876
6,901,855
1,216
1,591
9,051
11,858
6,913,713
3,800,000
627,683
1,040,789
138,232
4,340,439
152,533
10,099,676
$ 17,013,389
Amount
$ 4,651,483
527,672
42,781
67,358
184,527
452,773
56,144
21,255
60,400
6,064,393
21,707
1,711
1,246
24,664
6,089,057
3,800,000
627,683
999,950
10,017
4,210,159

138,232)(
9,509,577
$ 15,598,634
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
Share capital
3110
Capital stock - common
Capital surplus
3200
Capital surplus
Retained earnings
3310
Legal reserve
3320
Special reserve
3350
Undistributed earnings
Other equity
3400
Other equity
3XXX
Total equity
Commitment and contingencies
Significant events after the balance
sheet date
3X2X
Total liabilities and equity
32
-
5
1
1
1
-
-
1
41
-
-
-
-
41
22
3
6
1
26
1 (
59
100

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

Chairman: Tzu-Kuan Lin

Manager: Shao-Ling Peng

Accounting Manager: Cheng-I Wang

~9~

Kuo Yang Construction Co., Ltd. Individual Statements of Comprehensive Income January 1 to December 31, 2023 and 2022

Unit: NT$ thousand (except earnings per share which is expressed in NT$)

Item 2023
2022
Notes
Amount
%
Amount
%
6 (17)
$ 571,021
100
$ 3,111,563
100
6 (22) (23) (
342,001)(
60) (
2,585,071)(
83 )
229,020
40
526,492
17
6 (22) (23)
(
25,808 ) (
4 ) (
115,299 ) (
4 )
(
216,445 )(
38) (
306,611)(
10 )
(
242,253 )(
42 ) (
421,910 )(
14)
(
13,233 )(
2 )
104,582
3
6 (18)
8,278
1
4,616
-
6 (19)
69,501
12
35,257
1
6 (20)
(
8,799 ) (
2 ) (
8,650 )
-
6 (21)
(
19,742 ) (
3 ) (
27,110 ) (
1 )
6 (7)
290,809
51
428,955
14
340,047
59
433,068
14
326,814
57
537,650
17
6 (24)
(
22,616 )(
4 ) (
51,722)(
1)
$ 304,198
53
$ 485,928
16
$ 781
-
$ -
-
6 (16)
82,997
15
4,321
-
6 (16)
202,076
35(
210,366 )(
7 )
285,854
50(
206,045 )(
7 )
14
-
310
-
33
- (
18 )
-
6 (16)
47
-
292
-
$ 285,901
50($ 205,753) (
7 )
$ 590,099
103
$ 280,175
9
6 (25)
$ 0.80
$ 1.28
6 (25)
$ 0.80
$ 1.28
4000
Operating revenue
5000
Operating costs
5900
Operating profit
Operating expenses
6100
Promotion expenses
6200
Administrative expenses
6000
Total operating expenses
6900
Operating profit (loss)
Non-operating income and expenses
7100
Interest income
7010
Other income
7020
Other profits and losses
7050
Finance costs
7070
Share of profit or loss of subsidiaries,
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
8330
Share of other comprehensive profit or loss
of subsidiaries, affiliates, and joint ventures
recognized under the equity method -
components that will not be reclassified to
profit or loss
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
8380
Share of other comprehensive profit or loss
of subsidiaries, affiliates, and joint ventures
recognized under the equity method -
components that may be reclassified to
profit or loss
8360
Total components that may be reclassified
to profit or loss
8300
Other comprehensive income (net)
8500
Total comprehensive income
Basic earnings per share
9750
Basic earnings per share
Diluted earnings per share
9850
Diluted earnings per share

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

Chairman: Tzu-Kuan Lin

Manager: Shao-Ling Peng

Accounting Manager: Cheng-I Wang

~10~

Kuo Yang Construction Co., Ltd. Individual Statements of Changes in Equity

January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

2022
Balance as of January 1, 2022
Net profit of the term
Other comprehensive income for the period
Total comprehensive income
Earnings appropriation and distribution:
Allocation to legal reserve
Provision for special surplus reserve
Disposal of equity instruments in other comprehensive income
measured at fair value through profit and loss
Balance as of December 31, 2022
2023
Balance as of January 1, 2023
Net profit of the term
Other comprehensive income for the period
Total comprehensive income
Earnings appropriation and distribution:
Allocation to legal reserve
Provision for special surplus reserve
Disposal of equity instruments in other comprehensive income
measured at fair value through profit and loss
Balance as of December 31, 2023
Notes
6 (16)
6 (15)
6 (16)
6 (16)
6 (15)
6 (16)
Capital stock -
common
Capital surplus Retained earnings Other equity equity Totalequity
Legal reserve
$ 988,010
-
-
-
11,940
-
-
$ 999,950
$ 999,950
-
-
-
40,839
-
-
$ 1,040,789
Special 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
$ 3,800,000
-
-
-
-
-
-
$ 3,800,000
$ 3,800,000
-
-
-
-
-
-
$ 3,800,000
$ 627,683
-
-
-
-
-
-
$ 627,683
$ 627,683
-
-
-
-
-
-
$ 627,683
$ -
-
-
-
-
10,017
-
$ 10,017
$ 10,017
-
-
-
-
128,215
-
$ 138,232
$ 3,823,726
485,928
-
485,928
(
11,940)
(
10,017)
(
77,538)
$ 4,210,159
$ 4,210,159
304,198
781
304,979
(
40,839)
(
128,215)
(
5,645)
$ 4,340,439
$ 22,034
-
292
292
-
-
-
$ 22,326
$ 22,326
-
47
47
-
-
-
$ 22,373
($ 32,051)
-
(
206,045)
(
206,045)
-
-
77,538
($ 160,558)
($ 160,558)
-
285,073
285,073
-
-
5,645
$ 130,160
$ 9,229,402
485,928
(
205,753)
280,175
-
-
-
$ 9,509,577
$ 9,509,577
304,198
285,901
590,099
-
-
-
$ 10,099,676

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

Chairman: Tzu-Kuan Lin

Manager: Shao-Ling Peng

Accounting Manager: Cheng-I Wang

~11~

Kuo Yang Construction Co., Ltd. Individual Cash Flow Statement January 1 to December 31, 2023 and 2022

Unit: NT$ thousand

Cash Flows from Operating Activities
Net profit before tax of the current period
Adjustments
Adjustments to reconcile profit (loss)
Depreciation
Amortization cost
Interest expenses
Interest income
Dividend income
Share of profit (loss) of affiliates and joint ventures
recognized under the equity method
Net gains (losses) on financial assets at fair value through
profit or loss
Changes in operating assets and liabilities
Changes in operating assets
Contract assets
Notes receivable, net
Accounts receivable, net
Other receivables
Other receivables - related parties
Inventories
Prepayments
Other current assets
Other financial assets
Other non-current assets
Changes in operating liabilities
Contract liabilities
Notes payable
Accounts payable
Other payables
Other current liabilities
Cash outflow from operations
Interest received
Interest paid
Dividends received
Income tax paid
Net cash outflow from operating activities
Cash Flows from Investing Activities
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
Acquisition of payments for investments recognized under the
equity method
Acquisition of property, plant and equipment
Acquisition of intangible assets
Increase in refundable deposits
Decrease in refundable deposits
Net cash used in investing activities
Cash Flows from Financing Activities
Increase in short-term loans
Decrease in short-term borrowings
Increase in short-term notes and bills payable
Decrease in short-term notes and bills payable
Increase in guarantee deposits received
Decrease in guarantee deposits received
Repayments of lease liabilities
Cash inflow generated from financing activities, net
Decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Notes
6 (22)
6 (22)
6 (21)
6 (18)

6 (19)

6 (7)

6 (20)















6 (3)
7




6 (26)
6 (26)

6 (26)
6 (26)

6 (26)
6 (26)

6 (26)

2023
2022
$ 326,814
$ 537,650
27,150
24,453
661
542
19,742
27,110
(
8,278)
(
4,616 )
(
8,202)
(
24,481 )
(
290,809)
(
428,955 )
(
580)
2,973
(
20,572)
(
18,434 )
(
48,721)
(
10,595 )
(
29,734)
431,580
3,977
261,213
11,286
49,689
(
864,781)
(
545,656 )
(
19,626)
125,384
(
163,768)
31,747
(
323,005)
609
1,927
51,104
867,094
(
825,867 )
168,866
(
177,295 )
(
70,184)
(
184,637 )
(
249,622)
242,782
17,476
(
22,555 )
(
652,889)
(
456,255 )
8,278
4,616
(
136,444)
(
108,294 )
212,920
124,531
(
59,963)
(
181,300 )
(
628,098)
(
616,702)
(
5,408)
(
5,060 )
5,277
176,719
-
(
59,548 )
-)
(
240,000 )
(
10,099)
(
1,968 )
(
624)
-
(
63,639)
(
22,931 )
58,581
74,407
(
15,912)
(
78,381)
1,973,913
3,605,850
(
1,232,570)
(
3,080,133 )
871,555
2,752,090
(
1,400,055)
(
3,178,930 )
4
360
(
124)
(
1,107 )
(
21,482)
(
20,773 )
191,241
77,357
(
452,769)
(
617,726 )
1,464,782
2,082,508
$ 1,012,013
$ 1,464,782

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

Chairman: Tzu-Kuan Lin

Manager: Shao-Ling Peng

Accounting Manager: Cheng-I Wang

~12~

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

2023 and 2022

Unit: NT$ thousand (Unless specified otherwise)

I. Company history

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

II. Date and procedures of approval of the financial statements

The Individual Financial Report was released with the approval of the Board of Directors on March 13, 2024.

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 and promulgated to be effective by the Financial Supervisory Commission (hereinafter referred to as the "FSC").

  • New, revised, and amended standards, interpretations and amendments to the IFRS endorsed by the FSC and promulgated to be effective from 2023 are as follows:

New, Revised or Amended Standards and Interpretations Effective date by
International
Accounting Standards
Board
Amendment to IAS 1, "Accounting Policy Disclosure"
Amendments to IAS 8, "Definition of Accounting Estimates"
Amendments to IAS 12, "Deferred Tax related to Assets and
Liabilities arising from a Single Transaction"
Amendments to IAS 12 "International Tax Reform - Pillar Two
Model Rules"
January 1, 2023
January 1, 2023
January 1, 2023
May 23, 2023
  1. The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.

~13~

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

  • New, revised, and amended standards, interpretations and amendments endorsed by the FSC effective from 2024 are as follows:

New, Revised or Amended Standards and Interpretations
Effective date by
International Accounting
Standards Board
Amendments to IFRS 16, "Lease Liabilities in a Sale and
Leaseback"
Amendments to IAS 1, "Classification of Liabilities as
Current or Non-current"
Amendments to IAS 1, "Non-current Liabilities with
Covenants"
Amendments to IAS 7 and IFRS 7, “Supplier Finance
Arrangements”
January 1, 2024
January 1, 2024
January 1, 2024
January 1, 2024
  1. The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.

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

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

New, Revised or Amended Standards and Interpretations
Effective date by
International Accounting
Standards Board
Amendments to IFRS 10 and IAS 28, "Sale or
Contribution of Assets between an Investor and its
Associate or Joint Venture"

IFRS 17, "Insurance Contracts"
Amendment to IFRS 17, "Insurance Contracts"
Amendments to IFRS 17 "Initial Application of IFRS 17
and IFRS 9—Comparative Information"
Amendment to IAS 21 “Lack of Exchangeability”
To be determined by IASB
January 1, 2023
January 1, 2023
January 1, 2023
January 1, 2025
  1. The above standards and interpretations have no significant impact to the Company's financial position and financial performance based on the Company's assessment.

IV. Summary of significant accounting policies

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

  • (I) Statement of compliance

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

~14~

(II) Basis of preparation

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

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

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

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

(III) Foreign currency translation

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

  1. Foreign currency transactions and balances

  2. (1) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss in the period in which they arise.

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

  4. (3) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in profit or loss in the period in which they arise. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognized in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  5. (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.

~15~

  1. Translation of foreign operations

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

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

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

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

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

  2. (IV) Classification of current and non-current items

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

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

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

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

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

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

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

  7. Liabilities that meet one of the following criteria are classified as current liabilities:

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

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

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

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

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

~16~

(V) Cash equivalents

Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits that meet the definition above and are held for the purpose of meeting short-term cash commitments in operations are classified as cash equivalents.

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

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

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

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

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

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

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

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

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

(VIII) Accounts and notes receivable

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

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

~17~

(IX) Impairment of financial assets

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

  • (X) Derecognition of financial assets

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

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

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

(XII) Inventories

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

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

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

  1. "Subsidiaries" are all entities controlled by the Company. The Company controls an entity when the Company is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

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

  3. The Company's share of its affiliates' post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company's share of losses of a subsidiary equals or exceeds its interest in that subsidiary, the Company shall continue to recognize losses based on the shareholding percentage.

~18~

  1. Affiliates are all entities over which the Company has significant influence but not control. In general, it is presumed that an investor has significant influence if the investor holds, directly or indirectly, 20% or more of the voting rights of the investee. Investments in affiliates are accounted for through the equity method and are initially recognized at cost.

  2. The Company's share of its affiliates' post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognized in other comprehensive income. When the Company's share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the affiliate.

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

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

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

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

(XIV) Joint operations

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

~19~

(XV) Property, plant and equipment

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

~20~

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

(XVII) Investment properties

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

(XVIII) Intangible assets

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

(XIX) Impairment of non-financial assets

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

(XX) Borrowings

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

(XXI) Accounts and notes payable

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

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

(XXII) Financial guarantee contracts

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

(XXIII) Employee benefits

~21~

  1. Short-term employee benefits

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

  1. Pension

Defined contribution plans

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

  1. Employees’ remuneration and directors' remuneration

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

(XXIV) Income tax

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

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

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

~22~

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

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

(XXV) Dividends

Dividends are recorded in the Company's financial statements in the period in which they are approved by the Company's shareholders. Cash dividends are recorded as liabilities.

(XXVI) Revenue recognition

Land development and real property sales

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

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

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

Labor services services

The Company provides consultancy services for planning, construction, and sales of construction development projects, and executes relevant services accordingly. Labor services are recognized as revenue when providing services to customers during the financial reporting period. The customer is required to pay at the time specified in the payment schedule. A contract asset is recognized when the services provided by the Company exceed the payment, while a contract liability is recognized when the payments exceed the services provided by the Company.

~23~

V. Significant accounting judgments, estimates and main uncertainty assumptions

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

(I) Critical judgments in applying accounting policies

None.

(II) Critical accounting estimates and assumptions

Evaluation of inventories

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

The Company's inventory information as of December 31, 2023 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
December 31, 2023
$ 2,549
1,008,476
988
$ 1,012,013
December 31, 2022
$ 4,055
1,460,648
79
$ 1,464,782
  1. The Company transacts with a variety of financial institutions with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

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

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

Mandatory measurement of financial assets at
fair value through profit or loss
Beneficiary certificates
Valuation adjustment
(
December 31, 2023
$ 15,000

2,590) (
$ 12,410
December 31, 2022
$ 15,000
3,170 )
$ 11,830

~24~

  1. The Company recognized net gain (loss) of $580 and $2,973 within financial assets at fair value through profit or loss for 2023 and 2022 based on the financial assets at fair value through profit or loss.

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

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

Current items
Listed stocks
Valuation adjustment
(
Non-current items
Stocks no listed on the TWSE, TPEx, or
emerging stocks
Valuation adjustment
December 31, 2023
$ 181,345
37,980) (
$ 143,365
$ 257,824
118,125
$ 375,949
December 31, 2022
$ 181,345
61,817 )
$ 119,528
$ 257,824
58,834
$ 316,658
  1. The Company opted to classify strategic investments and investments in equity instruments with stable dividend payments as financial assets at fair value through profit or loss. The fair value of such investments as of December 31, 2023 and 2022 were $519,314 and $436,186, respectively.

  2. Based on the Company's financial plans for 2023 and 2022, the Company disposed of shares of listed companies with a fair value of $5,277 and $176,719. The cumulative gains (losses) from disposal totaled ($131) and ($1,059).

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

Disposal of equity instruments in other
comprehensive income measured at fair
value through profit and loss
Changes in fair value recognized in other
comprehensive income
Cumulative gains (losses) converted to
retained earnings due to derecognition
(
2023
$ 82,997
$ 131) (
2022
$ 4,321
$ 1,059 )
  1. The Company has no financial assets at fair value through other comprehensive profit or loss pledged to others.

~25~

(IV) Notes and accounts receivable

Notes and accounts receivable
Notes receivable
Accounts receivable
Accounts receivable due from related parties
December 31, 2023
$ 109,944
51,195
150
$ 161,289
December 31, 2022
$ 61,223
21,461
150
$ 82,834
  1. The Company has no notes and accounts receivable pledged to others.

  2. As of December 31, 2023, December 31, 2022 and January 1, 2022, the balance of the Company's accounts receivable (including notes receivable) were $160,413, $82,651 and $503,395, respectively.

  3. If the collaterals held or other credit enhancement tools are disregarded, the amount that best represents the Company's maximum exposure to credit risk for notes and accounts receivable as of December 31, 2023 and 2022 is the carrying amount of the notes and accounts receivable in each period.

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

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

  6. (V) Inventories


Houses and land held for sale
Beautiful Tree Hall
Kuo Yan Project
Kuo Yang The Green Place Project (Ziwei,
Ruhaku, Kanazawa)
South Manor Project (Wenshan Gongxun
Section Project)
Minus: Allowance for valuation losses
(
Houses and land under construction
Kuo Yang The Green Place Project (The
Green World)
Good morning, Kuo Yang Phase 2 (Keelung
Tiaohe Section Project)
Kuo Yang Intercontinental Project (formerly
Neihu Jiuzong Project)
Kuo Yang Jilin Project (formerly Jilin Urban
Renewal Project)
Kuo Yang Digital Project (formerly
Sanchong Project)
Kaohsiung Gushan Project
December 31, 2023
$ 910
1,019,057
306,625
-
1,326,592

197,338)(
1,129,254
202,114
334,135
2,208,553
462,841
1,435,049
1,484,370
6,127,062
December 31, 2022
$ 910
1,047,546
635,300
4,326
1,688,082

241,142)
1,446,940
33,246
327,135
1,913,082
179,595
-
-
2,453,058

~26~

December 31, 2023 December 31, 2022

Land for construction and others
Zhudong Project
Minquan East Road Project
Jingmei Section
Kaohsiung Yunwen Section
Tucheng Section
Kuo Yang Digital Project (formerly
Sanchong Project)
Kaohsiung Gushan Project
Guowang Xiwan Road Project
Other
Minus: Allowance for valuation losses
(
Prepayments for houses and land and others
Kuo Yang The Green Place Project (The
Green World)
$ 251,872
273,821
40,174
108,170
1,333,834
-
-
1,127,733
69,012
3,204,616

170,970) (
3,033,646
354,076
$ 10,644,038
$ 251,872
273,821
40,174
108,170
1,240,546
1,242,518
1,429,195
1,006,094
59,959
5,652,349

170,970 )
5,481,379
354,076
$ 9,735,453
  1. The Company recognized cost of inventories as expenses totaling $340,852 and $2,583,922 in 2023 and 2022, respectively. They included the gains on reversal recognized as a result of the recovery in net realizable value totaling $43,804 and $194,214. This is mostly attributable to the Company's sales of certain inventories of which the net realizable value was lower than the cost, hence, the net realizable value was recovered.

  2. In 2023 and 2022, the amount of inventory interest capitalization was $119,226 and $78,364, respectively. The interest capitalization rates ranged from 2.30% to 3.00% and 1.80% to 3.00%, respectively.

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

(VI) Joint operations

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

~27~

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

Project name Percentage
held
Landowner or joint builder Description
Kuo Yang The
Green Place
Project
Good morning,
Kuo Yang Project
Kuo Yang
Intercontinental
Project (Formerly
Neihu Jiuzong
Project)
Tucheng Project
Kuo Yang Digital
Project (Formerly
Sanchong Project)
Kaohsiung Gushan
Project
Guowang Xiwan
Road Project
Huangpu New
Village Project
65%
55%
50%
50%
50%
50%
50%
50%
Five companies including Wei Li
International Development Co., Ltd.
Chi Hsuan Construction Co., Ltd., Tsang
Shan Development Co., Ltd.
Five companies including Wei Li
International Development Co., Ltd.
Four companies including Wei Li
International Development Co., Ltd.
Four companies including Wei Li
International Development Co., Ltd.
Six companies including Wei Li International
Development Co., Ltd.
Four companies including Wei Li
International Development Co., Ltd.
Radeq Enterprise Co., Ltd.
Annan District,
Tainan City
Zhongzheng
District, Keelung
City
Neihu District,
Taipei City
Tucheng District,
New Taipei City
Sanchong
District, New
Taipei City

Gushan District,
Kaoshiung
Xizhi District,
New Taipei City
Songshan
District, Taipei
City
  1. The information on the shares of joint operations held by the Company is compiled as follows:
Balance Sheet
Current assets
Inventories
Other current assets
Non-current assets
Total assets
Current liabilities
Short-term borrowings
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, 2023 December 31, 2023
Kuo Yang
Intercontinental
Project
$ 2,208,553
50,997
2,259,550
-
$ 2,259,550
$ 1,351,858
-
21,098
286,496
1,659,452
-
$ 1,659,452
$ -
$ -
$ 1,290
The Green
Place Project

$ 862,815
424,070
1,286,885
23,791
$ 1,310,676
$ -
-
144,197
44,165
188,362
-
$ 188,362
$ 462,140
$ 343,612
$ 22,351
Other joint construction
operations
$ 5,642,058
792,156
6,434,214
16,297
$ 6,450,511
$ 3,383,119
-
529,714
60,737
3,973,570
-
$ 3,973,570
$ 18,028
$ 17,973
$ 4,655

~28~

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, 2022 December 31, 2022
Kuo Yang
Intercontinental
Project
$ 1,913,082
47,661
1,960,743
99
$ 1,960,842
$ 1,305,890
-
-
84,624
1,390,514
-
$ 1,390,514
$ 1,429
$ -
$ 1,277
The Green
Place Project

$ 1,022,622
356,640
1,379,262
23,811
$ 1,403,073
$ 53,430
186,953
11,228
57,835
309,446
-
$ 309,446
$ 703,195
$ 598,106
$ 39,603
Other joint construction
operations
$ 5,212,003
299,968
5,511,971
21,470
$ 5,533,441
$ 3,256,024
-
2,043
86,042
3,344,109
120
$ 3,344,229
$ 1,929,655
$ 1,740,309
$ 61,097

(VII) Investments recognized under the equity method

Subsidiaries:
Shen Yang Construction Co.,
Ltd.
Shang Yang International Asset
Management Co., Ltd.
Star Epoch International Co.,
Ltd.
SHADWELL LIMITIED
Affiliate enterprises:
Hanshin Shopping Plaza Co.,
Ltd.
Sweet Me Hot Spring Resort
Co., Ltd.
December 31,
2023

$ 1,654,912
648,268
239,391
2,356
1,187,647
12,571
$ 3,745,145
December 31, 2022
$ 1,614,534
647,160
240,098
2,389
940,755
11,212
$ 3,456,148
Shareholding
ratio
100%
100%
80%
100%
20%
20%
  1. Refer to Note 4 (3) of the 2023 Consolidated Financial Statements for information on the Company's subsidiaries.

~29~

  1. The carrying amounts of the Company's individual insignificant affiliates as of December 31, 2023 and 2022 are shown in the table above, and the results of operations are as follows:
Net profit from continuing operations
for the period
Other comprehensive income (net
income after tax)
Total comprehensive income
2023
$ 237,576
110,725(
$ 348,301
2022
$ 194,222

52,004 )
$ 142,218
  1. The Company's aforementioned investment targets have no public quotations on the market. The share of profit/loss on equity-accounted investee companies in 2023 and 2022 was $290,809 and $428,955, respectively. They were evaluated and disclosed based on the audited financial statements of each investee company for the same periods.

(VIII) Lease transaction - lessee

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

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

depreciation expense are as follows:
January 1, 2023
Cost
Accumulated depreciation
(
January 1
New addition/lease modification
Depreciation
(
December 31
December 31
Cost
Accumulated depreciation
(
2023 Total
$ 117,557

78,392 )
$ 39,165
$ 39,165
9,866

21,269 )
$ 27,762
$ 127,423

99,661 )
$ 27,762
Real estate
rental and
leasing
$ 117,557
78,392 )
$ 39,165
$ 39,165
7,727
21,031 )(
$ 25,861
$ 125,284
99,423 )(
$ 25,861
Transportation
equipment
$ -
- (
$ -
$ -
2,139

238) (
$ 1,901
$ 2,139

238) (
$ 1,901

~30~

January 1, 2022
Cost
Accumulated depreciation
(
January 1
New addition/lease modification
Depreciation
(
December 31
December 31
Cost
Accumulated depreciation
(
2022 Total
$ 117,557

58,810) )
$ 58,747
$ 58,747
-

19,582 )
$ 39,165
$ 117,557

78,392 )
$ 39,165
Real estate
rental and
leasing
$ 117,557
58,810 )
$ 58,747
$ 58,747
-
19,582 )
$ 39,165
$ 117,557
78,392 )
$ 39,165
Transportation
equipment
$ -
- (
$ -
$ -
-
- (
$ -
$ -
- (
$ -
  1. 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
2023
$ 686
2,798
558
2022
$ 1,104
2,606
844
  1. The cash flows used in the lease payments of the Company in 2023 and 2022 amounted to $24,966 and $24,483, respectively.

~31~

(IX) Investment properties

Land
Buildings and
structures
January 1, 2023
Cost
$ 65,657
$ 49,924
Accumulated depreciation and
impairment
(
28,643 )(
26,414) (
$ 37,014
$ 23,510
2023
January 1
$ 37,014
$ 23,510
Depreciation
- (
1,149) (
December 31
$ 37,014
$ 22,361
December 31, 2023
Cost
$ 65,657
$ 49,924
Accumulated depreciation and
impairment
(
28,643 )(
27,563) (
$ 37,014
$ 22,361
Land
Buildings and
structures
January 1, 2022
Cost
$ 65,657
$ 49,924
Accumulated depreciation and
impairment
(
28,643 )(
25,266) (
$ 37,014
$ 24,658
2022
January 1
$ 37,014
$ 24,658
Depreciation
- (
1,148) (
December 31
$ 37,014
$ 23,510
December 31, 2022
Cost
$ 65,657
$ 49,924
Accumulated depreciation and
impairment
(
28,643 )(
26,414) (
$ 37,014
$ 23,510
1. Rent income and direct operating expenses from investment properties:
2023
Rent income from investment properties
$ 3,555
$ Direct operating expenses incurred by
investment properties that generate rent
income in the current period
($ 1,626)( $
Total
$ 115,581

55,057 )
$ 60,524
$ 60,524

1,149 )
$ 59,375
$ 115,581

56,206 )
$ 59,375
Total
$ 115,581

53,909 )
$ 61,672
$ 61,672

1,148 )
$ 60,524
$ 115,581

55,057 )
$ 60,524
2022
2,948
1,632 )

~32~

  1. The fair value of the investment properties held by the Company as of December 31, 2023 and 2022 was $123,603 and $118,946, respectively. They were determined based on the appraisal report prepared by external appraisal experts or 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 2 and level 3 fair values, respectively.

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

(X) Short-term borrowings

Type of borrowings

Bank borrowings
Secured loans
Type of borrowings
Bank borrowings
Secured loans
December 31, 2023
$ 5,392,826
December 31, 2022
$ 4,651,483
Interest rate range
2.35%~2.76%
Interest rate range
2.30%~2.89%

Collateral
Please refer to
Note 8
Collateral
Please refer to
Note 8

(XI) Short-term notes and bills payable

Commercial papers payable
Minus: Discounted short-term notes and
bills payable
Net amount
Interest rate range
December 31, 2023
$ -
- (
$ -
-
December 31, 2022
$ 528,500

828 )
$ 527,672
1.30%~1.66%

(XII) Pension

Effective July 1, 2005, the Company has established a defined contribution pension plan (New Plan) under the Labor Pension Act, covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance for employees who opt for the pension system in the "Labor Pension Act". The contribution plan accrues dividends from an employee’s individual account and is paid monthly or in lump sum upon retirement of an employee. The pension costs recognized by the Company in accordance with the above pension plan were $3,870 and $3,482 in 2023 and 2022.

(XIII) Share capital

As at December 31, 2023 and 2022, the Company's authorized capital was $7,000,000 and the paid-in capital was both $3,800,000. The par value per share is $10. The payment for all issued shares of the Company has been collected. The beginning and the ending of the Company's ordinary shares outstanding in 2023 and 2022 were both 380,000 thousand shares.

~33~

(XIV) Capital surplus

Capital surplus
Item
Paid-in capital in excess of par value of
common stock
Changes in subsidiary's equity
Gain on disposal of assets
Donations
Changes in net value of equity of
affiliates and joint ventures recognized
under the equity method
December 31, 2023
$ 596,116
1,724
3,323
17,652
8,868
$ 627,683
December 31, 2022
$ 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.

(XV) Retained earnings

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

  2. The shareholders' meeting approved the amendment of the Articles of Incorporation in a resolution on Friday, June 17, 2022. According to the Company's earnings distribution policy in the Articles of Incorporation, the Company has deleted the Article stating that it may proceed with the distribution of earnings of making up for losses at the end of each quarter in accordance with the Company Act.

~34~

  1. 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.

  2. 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.

  3. 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%.

  4. The appropriations of 2022 and 2021 earnings were approved by the shareholders’ meeting on June 13, 2023 and June 17, 2022, respectively. Details are summarized as follows:

Legal reserve
Special reserve
Cash dividends
2022

Amount

Dividends per
share (NT$)
$ 40,839 $ -
128,215
-
-
-
2021 2021
Amount

$ 40,839
128,215
-
Amount

$ 125,878
10,017
380,000
Dividends per
share (NT$)
$ -
-
1.0
  1. The 2023 earnings distribution proposal was approved by the Board of Directors on Wednesday, March 13, 2024, and details are as follows:


Legal reserve
Reversal of special reserve
Cash dividends
2023
Amount

Dividends per
share (NT$)
$ 29,933 $ -
138,232
-
152,000
0.4
Amount

$ 29,933
138,232
152,000
  1. Please refer to Note 6 (23) for more information on employees' remuneration and Directors' remuneration.

~35~

(XVI) Other equity interests

(XVI)Other equity interests
January 1
Valuation adjustment - the Company
Valuation adjustment - subsidiaries
Valuation adjustment transferred to
retained earnings
Currency translation differences
December 31
January 1
Valuation adjustment - the Company
Valuation adjustment - subsidiaries
Valuation adjustment transferred to
retained earnings
Currency translation differences
December 31
(XVII)Operating revenue
Revenue from contracts with
customers
Rental income
2023 Total
$ 138,232 )
192,940
92,133
5,645
47
$ 152,533
Total
$ 10,017 )

47,684 )

158,361 )
77,538
292
$ 138,232)
2022
3,101,474
10,089
3,111,563
Exchange
differences on
translation of
foreign
financial
statements
$ 22,326 (
-
-
-
47
$ 22,373
Unrealized
gains (losses)
from financial
assets measured
at fair value
through other
comprehensive
income
$ 160,558 ) (
192,940
92,133
5,645
-
$ 130,160
2022
Exchange
differences on
translation of
foreign
financial
statements
$ 22,034 (
- (
- (
-
292
$ 22,326(
$ $
Unrealized
gains (losses)
from financial
assets measured
at fair value
through other
comprehensive
income
$ 32,051 ) (

47,684 ) (

158,361 ) (
77,538
-
$ 160,558) (
2023
562,647 $ 8,374
571,021 $
2023
562,647
8,374
571,021
$ $
$ $

~36~

  1. Detailed items of revenues from contracts with customers

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

follows:
2023
Revenue recognition time
- Revenue recognized at a
certain point in time
- Revenue transferred
gradually as time
progresses
2022
Revenue recognition time
- Revenue recognized at a
certain point in time
- Revenue transferred
gradually as time
progresses
Sales of
construction
projects
$ 511,288
-
$ 511,288
Sales of
construction
projects
$ 3,080,217
-
$ 3,080,217
Other
$ -
51,359
$ 51,359
Other
$ -
21,257
$ 21,257
Total
$ 511,288
51,359
$ 562,647
Total
$ 3,080,217
21,257
$ 3,101,474
  1. The total amounts in the apportionment of the transactions and estimated year of revenue recognition for the Company's outstanding contract performance obligations for sales contracts signed as of December 31, 2023 are as follows:

Estimated year of revenue recognition Amount in signed contracts 2024~2027 $ 5,344,954

3. Contract assets and contract liabilities

The Company recognizes revenues generated by customer contracts, and the following contract assets and contract liabilities are as follows:

Contract assets - current:
Labor services services
Contract liabilities - current:
- Advance receipt of land
payment
- Advance receipt of
property payment
- Labor services services
December 31, 2023
$ 39,006
$ 499,522
380,183
30,170
$ 909,875
December 31, 2022
$ 18,434
$ 28,537
14,244
-
$ 42,781
January 1, 2022
$ -
$ 552,436
316,212
-
$ 868,648

~37~

  • (1) The Company has included customers' advance payments in the contracts for pre-sales houses, and the period between the advanced payment and the transfer of the control of the product is longer than one year. The Company 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
2023
$ 13,271
2022
$ 849,366
  • (3) Contract modifications and variable consideration

  • In 2023 and 2022, as the contract price of the certain project development contracts for the operation and management service revenue was revised according to the partners' supplementary agreement, and the Company's contract obligations are labor services that cannot be separated, the Company has considered the most appropriate estimate and recognized an catch-up adjustment to revenue of $0 and $1,731, respectively, based on the amended contracts.

(XVIII) Interest income

Interest from bank deposits
Other interest income
Other income
Dividend income

Other

Other profits and losses
Net gains (losses) on financial assets at
fair value through profit or loss
Other


Finance costs
Interest expenses:
Bank borrowings
Interest on short-term notes and bills
payable
Other
Minus: Amount eligible for asset
capitalization
Finance costs
2023
2022
$ 8,008
$ 2,780
270
1,836
$ 8,278
$ 4,616
2023
2022
$ 8,202
$ 24,481
61,299
10,776
$ 69,501
$ 35,257
2023
2022
$ 580 ( $ 2,973 )
(
9,379) (
5,677 )
( $ 8,799)( $ 8,650 )
2023
2022
$ 126,511
$ 82,990
8,074
14,908
4,383
7,576
138,968
105,474
(
119,226) (
78,364 )
$ 19,742
$ 27,110

(XIX) Other income

(XX) Other profits and losses

(XXI) Finance costs

~38~

(XXII) Additional information on expenses

Construction cost in this period

Employee benefit expenses
Depreciation
Amortization of intangible assets
Tax expenses
Professional service expenses
Advertising expenses
Commission expenditures
Management fees
Other expenses

2023
$ 340,852
114,910
27,150
661
13,203
19,584
4,188
13,386
7,392
42,928
$ 584,254
2022
$ 2,583,922
119,610
24,453
542
13,643
22,093
9,973
78,506
21,723
132,516
$ 3,006,981

(XXIII) Employee benefit expenses

Salary expenses
Labor and health insurance fees
Pension expenses
Remuneration for Directors
Other benefit expenses
2023
$ 91,864
7,655
3,870
9,749
1,772
$ 114,910
2022
$ 90,462
7,386
3,482
14,271
4,009
$ 119,610
  1. According to the Articles of Incorporation, if the Company has earnings in the current year, the Company's remuneration for employees and Directors shall be 0.5% to 5% and no more than 5% of the earnings before tax of the year and before deducting remuneration for employees and Directors. However, in the event the Company has sustained cumulative losses, a proportion of profit shall be reserved in advance to make up for losses.

  2. The Company's estimated amounts of employees' remuneration in 2023 and 2022 amounted to $6,809 and $11,201, respectively. The estimated amounts of Directors' remuneration are $6,809 and $11,201, respectively. All amounts are recognized as salary expenses.

The estimated amounts of employees' remuneration and Directors' remuneration based on the profitability in 2023 are 2% and 2%, respectively. The preceding employees' remuneration will be distributed in cash.

Employees' remuneration and Directors' remuneration in the Board of Directors' resolution for 2022 were equal to the amount recognized in the financial statements for 2022.

Information on employees' remuneration and directors' remuneration of the Company for 2022 as resolved by the Board of Directors is posted in the "Market Observation Post System".

~39~

(XXIV) Income tax

1. Income tax expenses

  • (1) Components of income tax expenses:
Current income tax
Income tax arising in the current
period
Surtax on undistributed earnings
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 expenses
2023
$ -
11,967
3,716
6,603(
22,286
330
$ 22,616
2022
$ -
56,144
22,779

27,508 )
51,415
307
$ 51,722

(2) The Company's income tax directly in other comprehensive income was $0 in both 2023 and 2022.

2. Relationship between income tax expenses and accounting profits:

2023 2022
Income tax from net profit before tax
calculated at the statutory tax rate $ 65,363
$ 107,530
Surtax on undistributed earnings 11,967 56,144
Expenses to be excluded based on tax
laws 3,299 20,455
Tax-exempt income based on tax laws ( 61,175 ) ( 178,629 )
Temporary differences not recognized
in deferred income tax assets ( 2,475 ) ( 39,868 )
Tax losses in previous years not
recognized in deferred income tax
assets ( 5,012 ) -
Tax losses not recognized in deferred
income tax assets - 90,512
Origination and reversal of temporary
differences 330 307
Adjustments in respect of prior years 6,603 ( 27,508 )
Land value increment tax included in
current income tax, etc. 3,716 22,779
Income tax expenses $ 22,616
$ 51,722

~40~

3. The deferred income tax assets or liabilities from temporary differences are as follows:

Deferred income tax assets
Unrealized expenses
Prepaid land value
increment tax
Deferred income tax assets
Unrealized expenses
Prepaid land value
increment tax
2023 2023
January 1
Recognized
in profit and
loss
Recognized in
other
comprehensive
income

$ 439 ( $ 330 ) $ -
-
-
-
$ 439 ( $ 330)$ -
2022
December 31
$ 109
-
$ 109
January 1
Recognized
in profit and
loss
$ 746 ( $ 307 )
12,991(
12,991)
$ 13,737 ( $ 13,298)
Recognized in
other
comprehensive
income

$ -
-
$ -
December 31
$ 439
-
$ 439
  1. The effective periods of unused tax losses and related amounts of unrecognized deferred income tax assets are as follows:
December 31, 2023 December 31, 2023 December 31, 2023
Year occurred
2022
Reported
amount/approved
amount
Amount not yet
deducted
Unrecognized
deferred income
tax assets
$ 452,401 $ 427,342 $ 427,342
December 31, 2022
Final deductible
year
2032
Year occurred
2022
Reported
amount/approved
amount
$ 452,560
Amount not yet
deducted
$ 452,560
Unrecognized
deferred income
tax assets
$ 452,560
Final deductible
year
2032
  1. The Company's profit-seeking enterprise income tax returns have been approved by the tax authorities up to 2021.

(XXV) EPS


authorities up to 2021.
)EPS
Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares of
employee remuneration
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
considering assumed conversion
of all dilutive potential ordinary
shares
2023
Amount after
tax
$ 304,198
-
$ 304,198
Number of
ordinary shares
outstanding
(shares in
thousands)
380,000
406
380,406
EPS
(NT$)
$ 0.80
$ 0.80

~41~

Basic earnings per share
Profit attributable to ordinary
shareholders of the parent
Assumed conversion of all dilutive
potential ordinary shares of
employee remuneration
Diluted earnings per share
Profit attributable to ordinary
shareholders of the parent
considering assumed conversion
of all dilutive potential ordinary
shares
2022 EPS
(NT$)
$ 1.28
$ 1.28
Amount after
tax
$ 485,928
-
$ 485,928
Number of
ordinary shares
outstanding
(shares in
thousands)
380,000
680
380,680

(XXVI) Changes in liabilities from financing activities

Short-term
borrowings
January 1, 2023
$ 4,651,483
Increase in current
period
1,973,913
Decrease in current
period
(
1,232,570)(
Interest paid (Note)
- (
Other non-cash
changes
-
December 31, 2023
$ 5,392,826
Short-term
borrowings
January 1, 2022
$ 4,125,766
Increase in current
period
3,605,850
Decrease in current
period
(
3,080,133)(
Interest paid (Note)
- (
Other non-cash
changes
-
December 31, 2022
$ 4,651,483
Short-term
notes and bills
payable
$ 527,672
871,555

1,400,055 ) (

2,746 ) (
3,574
$ -
Short-term
notes and bills
payable
$ 954,728
2,752,090

3,178,930 ) (

4,725 ) (
4,509
$ 527,672
Lease liabilities
$ 42,962
-

21,482 ) (

686 )
2,825
$ 23,619
Leaseliabilities
$ 63,735
-

20,773 ) (

1,104 )
1,104
$ 42,962
Deposits
received
$ 1,711
4

124 ) (
- (
-
$ 1,591
Deposits
received
$ 2,458
360

1,107 ) (
- (
-
$ 1,711
Total
$ 5,223,828
2,845,472

2,654,231 )

3,432 )
6,399
$ 5,418,036
Total
$ 5,146,687
6,358,300

6,280,943 )

5,829 )
5,613
$ 5,223,828

Note: Recorded Cash flows from operating activities.

~42~

VII. Related-party transactions

(I) Name and relationship of related parties

Names of related parties

Shen Yang Construction Co., Ltd. (Shen Yang)
Shang Yang International Asset Management Co., Ltd.
(Shang Yang)
Star Epoch International Co., Ltd.
Che Yang Agricultural Technology Co., Ltd. (Che Yang)
Hanshin Asset Management Co., Ltd. (Hanshin Asset
Management)
Hanshin Department Store Co., Ltd. (Hanshin Department
Store)
Chi Hsuan Development Co., Ltd. (Chi Hsuan
Development)
Grand Hi-Lai Hotel Co., Ltd. (Grand Hi-Lai Hotel)
Hi-Lai Foods Co., Ltd. (Hi-Lai Foods)
Wei Li International Development Co., Ltd. (Wei Li)
Hanshin Shopping Plaza Co., Ltd. (Hanshin Shopping
Plaza)
Grand Hi-Lai International Property Management
Consulting Co., Ltd. (Grand Hi-Lai International Property)
Kaohsiungaquas Co., Ltd. (AQUAS)
Ascent Development Co., Ltd. (Ascent)
5 individuals including Shao-Hui Peng
Relationship with the Company
Subsidiary
Subsidiary
Subsidiary
Sub-subsidiary
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party
Other related party

(II) Major transactions with related parties

1.
2.
3.
Operating revenue-income from management services
2023
Other related party - Wei Li
$ 22,989
Subsidiary - Shen Yang
-
$ 22,989
Operating revenue-rental income
2023
Subsidiary
$ 389
Sub-subsidiary
186
Other related party
1,793
$ 2,368
Promotion expenses
2023
Other related party
$ 1,188
2022

Other related party - Wei Li
Subsidiary - Shen Yang
Operating revenue-rental income
Subsidiary
Sub-subsidiary
Other related party
Promotion expenses
Other related party
$ -
10,748
$ 10,748
2022
$ 389
186
2,076
$ 2,651
2022
$ 1,175

~43~

4.
5.
6.
7.
Administrative expenses
2023
2022
Other related party - Hi-Lai Foods
$ 5,391
$ 6,633
Other related party - Grand Hi-Lai
International Property
1,371
1,371
Other related party - AQUAS
2,355
3,931
Other related party - Others
679
867
$ 9,796
$ 22,598
Expenses for investments in construction
December 31, 2023
December 31, 2022
Other related party
$ 4,287
$ 6,887
Accounts receivable
December 31, 2023
December 31, 2022
Other related party
$ 150
$ 150
Other receivables
December 31, 2023
December 31, 2022
Subsidiary - Shen Yang
$ -
$ 11,286
The aforementioned accounts receivable from related parties consist mainly of the operating
management income receivable recognized based on the letter of appointment for operating
management signed by the Company for joint development and operation projects, and
labor revenue from executing bookkeeping duties on behalf of subsidiaries.
2022
$ 6,633
1,371
3,931
867
$ 22,598
December 31, 2022
$ 6,887
December 31, 2022
$ 150
December 31, 2022
$ 11,286

8. Contract liabilities

8. Contract liabilities
9. Subsidiary
Other credit and debt transactions
(1) Refundable deposits
Other related party - Wei Li
Other related party
(2) Deposits received
Other related party
December 31, 2023
$ 30,169
December 31, 2023
$ 23,262
2,191
$ 25,453
December 31, 2023
$ 458
December 31, 2022
$ -
December 31, 2022
$ 23,262
1,335
$ 24,597
December 31, 2022
$ 450

~44~

10. Acquisition of financial assets

  • (1) No financial assets were obtained from related parties from January 1 to December 31, 2023.

  • (2) The Company participated in the cash capital increase of related parties in 2022 and completed the registration of changes on June 10, 2022, and January 10, 2023, respectively, details on the Company's subscription are as follows:

Account

Non-current financial assets at
fair value through other
comprehensive income
Related party financing
Other related party
Number of
shares
traded
Object of transaction Acquisition
price
3,970
thousand
shares
Grand Hi-Lai Hotel -
stocks
$ 59,548
December 31, 2023
December 31, 2022
$ -$ 250,432
Number of
shares
traded
Object of transaction Acquisition
price
3,970
thousand
shares
Grand Hi-Lai Hotel -
stocks
$ 59,548
December 31, 2023
December 31, 2022
$ -$ 250,432
$ 250,432

11. Related party financing

The accounts payable - related party on December 31, 2022 was attributable to the joint operations construction project being developed by the Company having taken out loan from other related party - Hanshin Shopping Plaza Co., Ltd.. Total loan was $500,000, and the Group recognized 50% of which based on the investment ratio. The aforesaid amount is the principal and interests payable.

12. Endorsements and guarantees

is the principal and interests payable.
Endorsements and guarantees
Subsidiary - Shen Yang
Other related party - Wei Li
- Chi Hsuan
December 31, 2023
$ 499,000
7,057,922
93,000
$ 7,649,922
December 31, 2022
$ 522,700
8,473,922
93,000
$ 9,089,622

13. Other

  • (1) The Company signed a joint investment and development contract with Wei Li International Development Co., Ltd., Han Lin Development Co., Ltd., Grand Hi-Lai Hotel Co., Ltd., and Hanshin Shopping Plaza Co., Ltd. for 29 plots of land including Plot 895 on Jiangbei Section in Xizhi District, New Taipei City with a total area of 5,551.35 pings on Monday, July 4, 2022. According to the contract, the Company serves as the manager of the Project. The investment ratio is 50% for the Company, 20% for Wei Li International Development Co., Ltd., 10% for Han Lin Development Co., Ltd., 10% for Grand Hi-Lai Hotel Co., Ltd., and 10% for Hanshin Department Store.

  • (2) The Company signed a joint investment and development contract with Wei Li International Development Co., Ltd., Goldshare Investment Corporation, Hanshin Asset Management Co., Ltd., Hanshin Shopping Plaza Co., Ltd., Hsueh-Yong Ltd., and Heng-Rui Development Co., Ltd. for 3 plots of land including Plot 194, 196, and 197 on Longzhong Section, Gushan District, Kaohsiung City with a total area of 4,905.25 pings on Monday, March 21, 2022. According to the contract, the Company

~45~

serves as the manager of the Project. The investment ratio is 50% for the Company, 10% for Wei Li International Development Co., Ltd., 5% for Goldshare Investment Corporation, 15% for Hanshin Asset Management Co., Ltd., 10% for Hanshin Shopping Plaza Co., Ltd, 5% for Hsueh-Yong Ltd., and 5% for Heng-Rui Development Co., Ltd.

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

  • (4) The Company signed a joint investment and development contract with Wei Li International Development Co., Ltd., Ascent Development Co., 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.

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

  • (6) 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"

~46~

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".

  • (7) The Company signed a joint investment and development contract with Chi Hsuan Development Co., Ltd., and Tsang Shan Development Co., Ltd. for 14 plots of land including Plot 1381-21 in Zhongzheng District, Keelung City with a total area of 12,520.95 pings, and 1 building No. 7256 in Tiaohe Section, Zhongzheng District, Keelung City with an area of 26.77 pings. According to the contract, the Company serves as the manager of the Project. The investment ratio is 55% for the Company, 30% for Chi Hsuan Development Co., Ltd., and 15% for Tsang Shan Development Co., Ltd.

  • (III) Key management compensation

The Company's remuneration for Directors and key management:

Short-term employee benefits 2023
$ 24,538
2022
$ 31,583

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

VIII. Pledged assets

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

bond, and warranty bond:
Assets

Inventories
Other financial assets - current (restricted
deposits)
Property, plant and equipment
Investment properties
Other financial assets - non-current (time
deposits)
Book value
December 31, 2023
$ 9,130,941
323,605
30,315
41,046
48,335
$ 9,574,242
Book value
December 31, 2022
$ 8,467,947
600
17,768
41,614
48,335
$ 8,576,264
Purpose of collateral
Short-term borrowings
and commercial papers
Trusts and reserve
accounts
Commercial papers
Commercial papers
Performance guarantee

IX. Significant contingent liabilities and unrecognized contractual commitments

As of December 31, 2023, the total construction contract price between the Company and non-related parties was $4,092,099 and the amount that has yet not been included in the estimation was $3,114,950.

~47~

X. Significant disaster loss

None.

XI. Significant events after the balance sheet date

The appropr1at1ons of 2023 earn1ngs were appro5ed by the Board of D1rectors' meet1ng on March 13, 2024. Refer to Note 6 (15) for deta1ls.

XII. Other

(I) Capital management

The Company implements capital management to ensure sustainable development of the Company maximize the benefit for its shareholders by optimizing debts and equity. The Company's capital structure consists of equity attributable to owners of the Company (i.e., share capital, capital surplus, retained earnings, and other equity interests). In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares, or sell assets to reduce debts. The Company adjusts loan amounts based on the construction progress and the funding required for operations.

(II) Financial instruments

1. Financial instruments by category

Financial assets
Current financial assets at fair value through
profit or loss
Current financial assets at fair value through
other comprehensive income
Non-current financial assets at fair value
through other comprehensive income
Financial assets at amortized cost
Cash and cash equivalents
Notes receivable, net
Accounts receivable, net
Other receivables
Other receivables - related parties
Other Financial Assets - Current
Other Financial Assets - Non Current
Financial liabilities
Financial liabilities at amortized cost
Short-term borrowings
Short-term notes and bills payable
Notes payable
Accounts payable
Other payables - other
Lease liabilities
December 31, 2023
$ 12,410
143,365
375,949
$ 531,724
$ 1,012,013
109,944
51,345
14,861
-
323,605
48,335
$ 1,560,103
$ 5,392,826
-
236,224
114,343
129,348
$ 5,872,741
$ 23,619
December 31, 2022
$ 11,830

119,528
316,658
$ 448,016
$ 1,464,782

61,223

21,611

18,914

11,286

600

48,335
$ 1,626,751
$ 4,651,483

527,672

67,358

184,527

452,773
$ 5,883,813
$ 42,962

~48~

2. Risk management policy

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

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

3. Significant financial risks and degree of financial risks

  • (1) Market risks

Foreign exchange risks

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

Price risks

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

  • B. The Company's main investments consist of equity instruments issued by domestic companies and open-ended funds. The prices of such equity instruments are affected by the uncertainty of the future value of underlying investments. If the price of such equity instruments rises or falls by 10% 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 2023 and 2022 will increase or decrease by $1,241 and $1,183, 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 $14,336 and $11,953, respectively.

Interest rate risk for cash flow and fair value

  • A. The Company's interest rate risks mainly arise from short-term borrowings and short-term notes and bills payable. Borrowings at floating rates expose the Company to cash flow interest rate risks, which are partially offset by cash held at floating rates. Borrowings at fixed rates expose the Company to fair value interest rate risks. In 2023 and 2022, the Company's loans calculated based on floating interest rates were calculated in NTD.

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

~49~

  • C. If all other factors remain constant, the maximum impact of a 1% change in interest rates on financial costs in 2023 and 2022 would result in an increase or decrease of $53,928 and $51,792, respectively.

  • (2) Credit risks

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

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

  • C. The Company's main business activities are the lease and sales of residential buildings, industrial plants, and commercial buildings. Revenue from the sale of properties is recognized upon the full payment of the contract price, the completion of the transfer of ownership, and the actual delivery of the properties. Therefore, the amount of accounts receivable arising from the sale of properties is considered insignificant and the possibility of non-recovery is low. The Company manages receivables in special transactions on an individual basis and tracks such receivables on a regular basis. The amount of the Company's assessed credit impairment losses as of December 31, 2023 and 2022 was insignificant.

  • D. As of December 31, 2023 and 2022, there were no debts with recourse that were written off.

  • (3) Liquidity risks

  • A. Cash flow forecasting is performed by each Company department and aggregated by the Company treasury. The Company's Finance Department monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient undrawn committed borrowing facilities at all times so that the Company does not breach borrowing limits or covenants on any of its borrowing facilities.

  • B. The Company's non-derivative financial liabilities are grouped in the table below based on the maturity date and analyzed based on the remaining period at the balance sheet date to the contractual maturity date. The amount of undiscounted contract cash flows of 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, 2023
Short-term borrowings
Notes payable
Accounts payable
Lease liabilities
Within 1 year
$ 796,632
22,100
44,186
22,669
1 to 3 years
$ 3,851,976
214,124
40,178
1,253
3 years or
above
$ 1,060,454
-
29,979
-

~50~

Non-derivative financial liabilities:

December 31, 2022
Short-term borrowings
Short-term notes and
bills payable
Accounts payable
Lease liabilities
Within 1 year
$ 620,234
528,500
171,551
21,917
1 to 3 years
$ 203,214
-
-
21,917
3 years or
above
$ 4,178,178
-
12,976
-

(III) Fair value information

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

  2. 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.

  3. Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

  4. Level 3: Unobservable inputs for the assets or liabilities.

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

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

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

(1) The information on the Company's classification of assets
Level 1
Level 2
December 31, 2023
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit or
loss
$ 12,410
$ -
Current financial assets at
fair value through other
comprehensive income
$ 143,365
$ -
Non-current financial
assets at fair value
through other
comprehensive income
$ -
$ -
by nature is as follows:
Level 3
Total
$ -
$ 12,410
$ -
$ 143,365
$ 375,949
$ 375,949

~51~

December 31, 2022
Assets
Recurring fair value
measurements
Financial assets at fair
value through profit or
loss
Current financial assets at
fair value through other
comprehensive income
Non-current financial
assets at fair value
through other
comprehensive income
Level 1
$ 11,830
$ 119,528
$ -
Level 2
$ -
$ -
$ -
Level3
$ -
$ -
$ 316,658
Total
$ 11,830
$ 119,528
$ 316,658
  • (2) The methods and assumptions that the Company used to measure the fair value are as follows:

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

    • Market quoted price Closing price Net worth

    • B. Except for the financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes.

  • There was no transfer between Level 1 and Level 2 in the Company in 2023 and 2022.

  • The Level-3 movements for 2023 and 2022 were as follows:

January 1
Acquired in the current period
Valuation adjustment
December 31
2023
$ 316,658
-
59,291
$ 375,949
2022
$ 234,385
59,548
22,725
$ 316,658
  1. An independent appraiser appointed by the Company is in charge of valuation procedures for fair value measurements being categorized within Level 3. The appraiser submits a valuation report for the Finance Department to perform the fair value verification of financial instruments to ensure that the source of data is independent, reliable, and represented as the exercisable price.

~52~

  1. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
Equity
instruments:
Non-listed stocks
Equity
instruments:
Non-listed stocks
Fair value as of
December 31,
2023
$ 354,872
$ 21,077
Fair value as of
December 31,
2022
$ 296,254
$ 20,404
Valuation
technique
Comparable
public
company
analysis
Net asset
value
approach
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
unobservable
input
Product of
the number
of shares
multiplied by
value
Discount for
lack of
marketability
Not
applicable
Range
(Weighted
average)
0.50~5.49
17.38%
~30.00%
Not applicable
Range
(Weighted
average)
0.44~8.06
20.31%
~30.00%
Not applicable
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 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
  1. The Company has carefully assessed the valuation models and inputs used to measure fair value. However, use of different valuation models or inputs may result in different measurement. The following is the effect on other comprehensive income from financial assets categorized within Level 3 if the inputs used in the valuation models have changed:
Financial
assets
Equity
instruments
Input
Liquidity
Change
±5%
December 31, 2023
Recognized in other
comprehensive income
Favorable
change
Unfavorable
change
$ 23,102 ( $ 23,102 )
December 31, 2023
Recognized in other
comprehensive income
Favorable
change
Unfavorable
change
$ 23,102 ( $ 23,102 )
December 31, 2022
Recognized in other
comprehensive income
Favorable
change
Unfavorable
change
$ 19,872 ( $ 19,872 )
Favorable
change
$ 23,102 (
Favorable
change
$ 19,872 (
$ 23,102 )

~53~

XIII. Supplementary disclosures

(I) Significant transactions information

  1. Loans to others: None.

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

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

  4. Acquisition or sale of the same security with the accumulated cost exceeding NT$300 million or 20% of paid-in capital or more: None.

  5. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: Table 3.

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

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

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

  9. Trading in derivatives: None.

  10. The business relationship and significant transactions between the parent company and its subsidiaries: Please refer to Table 5.

  11. (II) Information on investees

Names, locations and other information of investee companies (excluding the investees in Mainland China): Please refer to Table 6.

(III) Information on investments in Mainland China

  1. Basic information: Please refer to Table 7.

  2. Significant transactions with the investees in Mainland China either directly or indirectly through other companies in the third areas: Please refer to Table 7.

(IV) Information on major shareholders

Information on major shareholders: Please refer to Table 8.

XIV. Segment information

Not applicable.

~54~

Kuo Yang Construction Co., Ltd. Statement of Inventories December 31, 2023

Unit: NT$ thousand

Item
Houses and land held for sale
Minus: Allowance for price decline
(
Houses and land under construction
Kuo Yang The Green Place Project (The
Green World)
Good morning, Kuo Yang Phase 2
(Keelung Tiaohe Section Project)
Kuo Yang Intercontinental Project
(formerly Neihu Jiuzong section)
Kuo Yang Jilin Project (formerly Jilin
Urban Renewal Project)
Kuo Yang Digital (formerly Sanchong
Project)
Kaohsiung Gushan Project
Land for construction
Zhudong Section
Minquan East Road Project
Jingmei Section
Kaohsiung Yunwen Section
Tucheng Section
Guowang Xiwan Road Project
Other
Minus: Allowance for price decline
(
Prepayments for houses and land and
others
Kuo Yang The Green Place Project (The
Green World)
Total
Amount
Cost
Market price
(Note)
$ 1,326,592
$ 1,318,800

197,338 )
$ 1,129,254
202,114
202,114
334,135
334,135
2,208,553
2,208,553
462,841
462,841
1,435,049
1,435,049
1,484,370
1,484,370
6,127,062
6,127,062
251,872
113,817
273,821
246,820
40,174
34,260
108,170
108,170
1,333,834
1,333,834
1,127,733
1,127,733
69,012
69,012
3,204,616
3,033,646

170,970 )
3,033,646
354,076
354,076
$ 10,644,038
$ 10,833,584
Amount
Cost
Market price
(Note)
$ 1,326,592
$ 1,318,800

197,338 )
$ 1,129,254
202,114
202,114
334,135
334,135
2,208,553
2,208,553
462,841
462,841
1,435,049
1,435,049
1,484,370
1,484,370
6,127,062
6,127,062
251,872
113,817
273,821
246,820
40,174
34,260
108,170
108,170
1,333,834
1,333,834
1,127,733
1,127,733
69,012
69,012
3,204,616
3,033,646

170,970 )
3,033,646
354,076
354,076
$ 10,644,038
$ 10,833,584
Remarks
Cost
$ 1,326,592

197,338 )
$ 1,129,254
202,114
334,135
2,208,553
462,841
1,435,049
1,484,370
6,127,062
251,872
273,821
40,174
108,170
1,333,834
1,127,733
69,012
3,204,616

170,970 )
3,033,646
354,076
$ 10,644,038
$
$

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

~55~

Kuo Yang Construction Co., Ltd. Statement of Changes in Houses and Land under Construction From January 1, 2023 to December 31, 2023

Unit: NT$ thousand

Project name

Kuo Yang The Green Place
Project (The Green World)
Good morning, Kuo Yang
Phase 2 (Keelung Tiaohe
Section Project)
Kuo Yang Intercontinental
Project (formerly Neihu
Jiuzong section)
Kuo Yang Jilin Project
(formerly Jilin Urban Renewal
Project)
Kuo Yang Digital Project
(formerly Sanchong Project)
Kaohsiung Gushan Project
Opening
balance
$ 33,246
327,135
1,913,082
179,595
-
-
$ 2,453,058
Increase in current period
Investment
cost
Capitalized
interest
$ 168,868
$ -
2,719
4,281
261,689
33,782
281,908
1,338
169,763
22,768
37,520
17,655
$ 922,467
$ 79,824
Transfer in current period
Inward
transfer from
land awaiting
construction
Outward
transfer after
construction
completion
$ -
$ -
-
-
-
-
-
-
1,242,518
-
1,429,195
-
$ 2,671,713
$ -
Ending
balance
$ 202,114
334,135
2,208,553
462,841
1,435,049
1,484,370
$ 6,127,062
Remarks
Investment
cost
$ 168,868
2,719
261,689
281,908
169,763
37,520
$ 922,467
Inward
transfer from
land awaiting
construction
$ -
-
-
-
1,242,518
1,429,195
$ 2,671,713
None
Loan
collateral
already
provided



~56~

Kuo Yang Construction Co., Ltd. Statement of Changes in Investments Accounted for Using Equity Method From January 1, 2023 to December 31, 2023

Unit: NT$ thousand

Opening balance Increaseincurrent period Increaseincurrent period Decreasein current period current period current period Other Ending balance Ending balance Net equity
Provision
Number of Number of Number of adjustments Number of Shareholding Unit price of
collateral
Name shares Amount shares Amount shares Amount (Note) shares ratio Amount (NTD)
Totalprice orpledges
Shen Yang Construction Co., 160,000,000 1,614,534 - 54,534 - - 14,156 160,000,000 100% 1,654,912 10.35 1,655,634 None
Ltd. $ $ $ ( $ ) $ $ $
Shang Yang International Asset 61,800,000 647,160 - - - 524 1,632 61,800,000 100% 648,268 10.49 648,268 None
Management Co., Ltd. ( ) (
Star Epoch International Co., 24,000,000 240,098 - - - 707 - 24,000,000 80% 239,391 9.97 239,391 None
Ltd. ( )
Shadwell Limited 200,000 2,389 - - - ( 70 ) 37 200,000 100% 2,356 11.21 2,242 None
Hanshin Shopping Plaza Co., 10,005,000 940,755 - 236,217 - - 10,675 10,005,000 20% 1,187,647 64.59 646,253 None
Ltd.
Sweet Me Hot Spring Resort 2,200,000 11,212 - 1,359 - - - 2,200,000 20% 12,571 6.62 14,566 None
Co., Ltd.
$ 3,456,148 $ 292,110 ( $ 1,301)($ 1,812) ) $ 3,745,145

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

~57~

Kuo Yang Construction Co., Ltd. Statement of Operating Revenue From January 1, 2023 to December 31, 2023

Unit: NT$ thousand

Item
Revenue from sale of
properties
Revenue from land
Revenue from houses
Other
Sales discount
Rental income
Summary
(
Amount
$ 301,554
209,736
51,359

2)
562,647
8,374
$ 571,021
~58~

Kuo Yang Construction Co., Ltd. Statement of Operating Cost From January 1, 2023 to December 31, 2023

Unit: NT$ thousand

Amount Amount
Item Subtotal
Total
Opening inventory
Houses and land held for sale $ 1,688,082
Houses and land under construction 2,453,058
Land for construction 5,652,349
Prepayments for land and others 354,076 $ 10,147,565
Plus: Purchases in this period 988,291
Expenses for investments in construction in the 113,835
current period
Decorations in this period 21,565
Interest capitalization 119,226
Cost of leases 1,149
Operation and management service fees 6,520
Minus: Closing inventory
Houses and land held for sale ( 1,326,592 )
Houses and land under construction ( 6,127,062 )
Land for construction ( 3,204,616 )
Prepayments for houses and land and others ( 354,076) ( 11,012,346 )
Allowance for price decline (gain on
recovery) ( 43,804 )
Construction cost $ 342,001
~59~

Kuo Yang Construction Co., Ltd. Statement of Operating Expenses From January 1, 2023 to December 31, 2023

Unit: NT$ thousand

Item

Promotion expenses
Transferred deferred promotion expenses recognized
based on full completion
Advertising expenses
Sales expenses
Administrative expenses
Other expenses
Administrative expenses
Employee benefit expenses
Depreciation
Tax
Rent expenditures
Entertainment expenses
Donations
Insurance premiums
Professional service expenses
Other expenses
Total

Amount
$ 13,387
1,007
560
5,091
5,763
25,808
114,910
26,001
13,156
1,610
9,497
4,011
8,181
16,625
22,454
216,445
$ 242,253
Remarks
~60~

Kuo Yang Construction Co., Ltd.

Summary Table of Employee Benefit, Depreciation, Depletion and Amortization Expenses for the Current Year

From January 1, 2023 to December 31, 2023

Unit: NT$ thousand

Employee benefit expenses
Salary expenses
Labor and health insurance
fees
Pension expenses
Remuneration for Directors
Other employee benefit
expenses
Depreciation
Deduction expenses
Amortization cost
2023 2022
Classified as
operating
costs








Classified as
operating
expenses








Total Classified as
operating
costs








Classified as
operating
expenses








Total
$ -
-
-
-
-
$ 91,864
7,655
3,870
9,749
1,772
$ 91,864
7,655
3,870
9,749
1,772




$ -
-
-
-
-
$ 90,462
7,386
3,482
14,271
4,009
$ 90,462
7,386
3,482
14,271
4,009
$ - $ 114,910 $ 114,910 $ - $ 119,610 $ 119,610
$ - $ 27,150 $ 27,150 $ - $ 24,453 $ 24,453
$ - $ - $ - $ - $ - $ -
$ - $ 661 $ 661 $ - $ 542 $ 542
  1. As of December 31, 2023 and 2022, the Company's average number of employees were 77 and 78, respectively. There were 8 and 8 Directors who do not serve concurrently as employees.

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

  3. (1) The average employee benefit expenses in 2023 and 2022 amounted to $1,524 and $1,505, respectively.

  4. (2) The average employee salary expenses in 2023 and 2022 amounted to $1,331 and $1,292 respectively.

  5. (3) The adjustment of the average employee salary expenses in 2023 was 3.02%.

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

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

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

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

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

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

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

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

~61~

Kuo Yang Construction Co., Ltd. Provision of endorsements and guarantees to others January 1 to December 31, 2023

January 1 to December 31, 2023 January 1 to December 31, 2023 January 1 to December 31, 2023 January 1 to December 31, 2023
Table 1
No.
(Note1)
Name of
company
providing
endorsement
orguarantee
Entity for which the
endorsement/guaranteeismade
Limit on
endorsements/guarantees
to a single enterprise
(Note 3)
Maximum outstanding
balance of
endorsements/guarantees
during the current period
(Note4)
Ending balance of
endorsements/guarantees
(Note 5)
Actual
amount
drawn down
(Note 6)

Endorsement/guarantee
secured with collateral
Amount
Cumulative
endorsed/guaranteed
amount as a
percentage of the
net value in the
most recent
financialstatements
Maximum
endorsed/guaranteed
amount
(Note 3)
Parent
company
to
subsidiary
(Note 7)
Unit: NT$ thousand
(Unless specified otherwise)

Subsidiary
to parent
company
(Note 7)
Endorsements
and
guarantees
for entities in
Mainland
China
(Note 7)
Remarks

Companyname
Relationship
(Note2)
0
0
0
0
1
1
Kuo Yang
Construction
Co., Ltd.



Shen Yang
Construction
Co., Ltd.

Wei Li
International
Development
Co., Ltd.
Tsang Shan
Development
Co., Ltd.
Chi Hsuan
Development
Co., Ltd.
Shen Yang
Construction Co.,
Ltd.

Chi Yang
Construction Co.,
Ltd.
Tsang Hsin
Construction Co.,
Ltd.
5
5
5

2

2

5
$ 20,199,352
20,199,352
20,199,352
20,199,352
3,311,268
3,311,268
$ 9,431,252
93,000
186,000
529,000
2,282,500
949,450
$ 7,057,922
46,500
93,000
499,000
2,282,500
949,450
$ 6,152,959
46,500
93,000
199,000
111,300
501,000
$ -
-
-
-
-
-
69.88%$ 40,398,704
0.46%
40,398,704
0.92%
40,398,704
4.94%
40,398,704
137.86%
6,622,536
57.35%
6,622,536
N
N
N
Y
N
N
N
N
N
N
N
N
N
N
N
N
N
N
  • Note 1: The explanation for filling out numbers is as follows: 1. The issuer shall fill out numbers of 02. Investees are numbered in order starting from "1".

  • Note 2: Relationships between endorser/guarantor and the entity for which the endorsement/guarantee is made are classified into the following six categories (simply specify the respective category):

  • 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".

Table 1 Page 1

Table 2

Kuo Yang Construction Co., Ltd. Holding of marketable securities at the end of the period (excluding investment in subsidiaries, affiliates and joint ventures) December 31, 2023

Unit: NT$ thousand (Unless specified otherwise)

Securitiesheld by Type andname of marketable securities Relationship
with securities
issuer
General ledgeraccount End ofperiod End ofperiod Remarks
Numberofshares Carrying
amount
Shareholding
ratio

Fairvalue
Kuo Yang Construction Co., Ltd.

Shang Yang International Asset
Management Co., Ltd.
Kuo Yang Construction Co., Ltd.
Kuo Yang Construction Co., Ltd.


Shen Yang Construction Co.,
Ltd.








Kuo Yang Construction Co., Ltd.


Shen Yang Construction Co.,
Ltd.
Shang Yang International Asset
Management Co., Ltd.
Nomura Global High Yield Bond Fund
TCB Global Healthcare M-A Income Fund
O-Bank No. 1 Real Estate Investment Trust
Non-listed stocks - Tai Ho Construction Co., Ltd.
Listed stocks - Ascent Development Co., Ltd.
Hi-Lai Foods Co., Ltd.
Hsin Kuang Steel Co., Ltd.
Listed stocks - Hi-Lai Foods Co., Ltd.
Taiwan Cement Corporation
United Microelectronics Corporation
Unimicron Technology Corporation
Nan Ya Printed Circuit Board Corporation
GlobalWafers Co., Ltd
ASE Technology Holding Co., Ltd.
Chailease Holding Company Limited
Tatung Company
Unlisted stocks - United Real Estate Management Co., Ltd.
Hanshin Asset Management Co., Ltd.
Grand Hi-Lai Hotel Co., Ltd.
Unlisted stocks - Han Chi Technology Co., Ltd.
Unlisted stocks - Kaohsiung Arena Development
Corporation
SE Security Corp.
None
None
None
None
Note 4

None
Note 4
None
None
None
None
None
None
None
None
None
Note 4



None
Current financial assets at fair value through profit or loss


Non-current financial assets at fair value through profit or loss
Current financial assets at fair value through other comprehensive
income











Non-current financial assets at fair value through other
comprehensive income




689,047
1,000,000
617,000
2,400,000
3,108,000
332,237
280,000
22,149
500,000
300,000
20,000
150,000
30,000
200,000
102,000
600,000
1,494,794
4,946,472
4,960,081
450,000
12,500,000
1,526,170
$ 4,320
8,090
4,955

-

-
-

17.14%

3.38%

0.79%

0.09%

0.05%

0.01%

0.00%

0.00%

0.02%

0.01%

0.00%

0.01%
0.03%

4.43%

2.29%

16.53%

9.00%

5.00%

15.26%
$ 4,320
8,090
4,955




















$ 17,365 $ 17,365
$ - $ -
$ 75,214
51,995
16,156
3,466
17,425
15,780
3,520
37,725
17,610
27,000
19,686
25,200
$ 75,214
51,995
16,156
3,466
17,425
15,780
3,520
37,725
17,610
27,000
19,686
25,200
$ 310,777 $ 310,777
$ 21,077
205,971
148,901
6,795
155,375
28,254
$ 21,077
205,971
148,901
6,795
155,375
28,254
$ 566,373 $ 566,373

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.

Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more

January 1 to December 31, 2023

Table 3

Unit: NT$ thousand

(Unless specified otherwise)

Company that acquired
realproperty
Name ofproperty Transaction
date
Transaction
amount
Payment status Transaction
counterparty
Relationship Priortransactionof related counterparty Priortransactionof related counterparty Priortransactionof related counterparty Basis of reference for price
determination
Purpose of
acquisition
and status
ofusage
Miscellaneous
Owner Relationship with
issuer
Transferdate Amount
Kuo Yang Construction
Co., Ltd.
Kuo Yang Construction
Co., Ltd.
Kuo Yang Construction
Co., Ltd.
Shen Yang Construction
Co., Ltd.
Inventories -
construction-in-
progress
(New construction
project in Jiuzhong
Section, Neihu
District, Taipei City)
Inventories -
construction-in-
progress
(New construction
project in Jilin
Section, Zhongshan
District, Taipei City)
Inventories -
construction-in-
progress
(New construction
project in Zhongxing
Section, Sanchong
District, New Taipei
City)
Inventories - land
awaiting
construction
(Land on Yuanzhong
Section, Nanzi
District, Kaoshiung
City) (Note 2)
2022/11/15
2023/1/13

2023/11/07
2023/12/20
$ 891,850
1,044,231
1,142,175
460,505
$ 147,075
(Note 1)
282,778
140,522
-
Chin Hsieh Hsing
Construction Co.,
Ltd.
Continental
Engineering
Corporation
Chun Chieh
Construction Co.,
Ltd.
Land
Administration
Bureau,
Kaohsiung City
Government


None
None

None
None
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Not
applicable

Not
applicable

Not
applicable

Not
applicable
Appraisal report from Hung Pang
Real Estate Appraisers Firm and
appraisal report from He Yang
Real Estate Appraisers Firm
Appraisal report from Hung Pang
Real Estate Appraisers Firm and
appraisal report from He Yang
Real Estate Appraisers Firm
Appraisal report from Hung Pang
Real Estate Appraisers Firm and
appraisal report from He Yang
Real Estate Appraisers Firm
Not applicable

Constructio
n of factory
and office
building for
sale

Constructio
n of
residential
buildings
for sale

Constructio
n of factory
and office
building for
sale
Land for
constructio
n


Not applicable
Not applicable


Not applicable
Not applicable
  • Note 1: The Group has paid $57,063 in 2022 and paid $90,012 in this period in accordance with contracts. Note 2: The Group jointly tendered with Chun-Chieh Kuo for the project from Land Affairs Bureau of Kaohsiung City Government in 2023, and the relevant price was paid in 2024. Note 3: Where an appraisal is required for an acquired asset, specify the appraisal results in the "reference for price determination".

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

  • Note 5: The date of occurrence refers to the date of contract signing, date of payment, date of consignment trade, date of transfer, dates of board meeting resolutions, or other date that can confirm the counterpart and monetary amount of the transaction, whichever date is earlier;
Table 3 Page 1

Kuo Yang Construction Co., Ltd.

Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more

January 1 to December 31, 2023

Table 4

Unit: NT$ thousand (Unless specified otherwise)

Company that disposed of
realproperty

Name of property
Transaction date Acquisition date Carrying
amount
Transaction amount Transaction amount Payment
collectionstatus
Gain (loss)
ondisposal
Transaction
counterparty
Relationship Purpose of
disposal
Basis of reference for
price determination
Miscellaneous
Kuo Yang Construction
Co., Ltd.
Kuo Yang Construction
Co., Ltd.
Kuo Yang Construction
Co., Ltd.
Kuo Yang Construction
Co., Ltd.
Kuo Yang Construction
Co., Ltd.
Inventories -
houses and land
under
construction
Inventories -
houses and land
under
construction
Inventories -
houses and land
under
construction
Inventories -
houses and land
under
construction
Inventories -
houses and land
under
construction
2023/05/19
2023/06/02
2023/06/09
2023/07/04
2023/09/25
Not applicable for pre-
sale properties
Not applicable for pre-
sale properties
Not applicable for pre-
sale properties
Not applicable for pre-
sale properties
Not applicable for pre-
sale properties
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
$ $ $ $ $ 461,180
458,320
815,500
262,500
265,650
$69,165 already
collected in
accordance with
contracts
$68,760 already
collected in
accordance with
contracts
$122,340 already
collected in
accordance with
contracts
$26,250 already
collected in
accordance with
contracts
$39,855 already
collected in
accordance with
contracts
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Not
applicable
Hotai Finance Co.,
Ltd.
Shi-Tai Yung-Fu
Investment Co., Ltd.
eCloudvalley Digital
Technology Co., Ltd.
Mesure Technology
Co., Ltd.
Tatung Atherton Co.,
Ltd.
None
None
None
None
None
Gains
Gains
Gains
Gains
Gains
Hung Pang Real Estate
Appraisers Firm
Hung Pang Real Estate
Appraisers Firm
Hung Pang Real Estate
Appraisers Firm, Cheng
Ta Real Estate
Appraisers Firm
Hung Pang Real Estate
Appraisers Firm
Hung Pang Real Estate
Appraisers Firm
Not applicable
Not applicable
Not applicable
Not applicable
Not applicable

Note 1: The transaction amount and payment collection status shall be disclosed in accordance with the project shareholding ratio.

Note 2: Where an appraisal is required for a disposed asset, specify the appraisal results in the "reference for price determination".

Note 3: 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 4: 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.

The business relationship and significant transactions between the parent company and its subsidiaries

January 1 to December 31, 2023

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Table 5
----- End of picture text -----

Unit: NT$ thousand

(Unless specified otherwise)

No.
(Note1)
Companyname Counterparty Relationship (Note2) Transactionstat us
General ledgeraccount Amount Transactionterms Percentage of consolidated
total operating revenues or
totalassets (Note 3)
0
0
0
0
1
Kuo Yang Construction Co., Ltd.
Kuo Yang Construction Co., Ltd.
Kuo Yang Construction Co., Ltd.
Kuo Yang Construction Co., Ltd.
Shang Yang International Asset
Management Co., Ltd.
Shen Yang Construction Co., Ltd.
Shang Yang International Asset Management Co.,
Ltd.
Che Yang Agricultural Technology Co., Ltd.
Star Epoch International Co., Ltd.
Shadwell Limited.
1
1
1
1
3
Rental/leasing revenue
Rental/leasing revenue
Rental/leasing revenue
Contract liabilities - current
Interest payable
203
186
186
30,169
471
Note 4
Note 4
Note 4
Note 4
Note 4
0.03%
0.03%
0.03%
0.16%
0.00%
  • Note 1: The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • Parent company is "0".

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

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

  • Parent company to subsidiary.

  • Subsidiary to parent company.

  • Subsidiary to subsidiary.

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

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

Table 5 Page 1

Kuo Yang Construction Co., Ltd.

Names, locations and other information of investee companies (excluding the investees in Mainland China)

January 1 to December 31, 2023

Table 6

Unit: NT$ thousand (Unless specified otherwise)

Name of investment company Investee Location Main business
activities
Initial investment amount Initial investment amount Holdings at the end of period Holdings at the end of period Holdings at the end of period Net profit (loss) of
investee for the
current period
Investment
income (loss)
recognized by
the Company for
the current
period

Remarks
End of the period
$ 1,600,000
631,098
240,000
4,742
480,000
22,000
2,500
176,000
1,020
31,500
114,438
(USD 3,727
thousand)
83,733
(USD 2,727
thousand)
30,705
(USD 1,000
thousand)
30,705
(USD 1,000
thousand)
End of last year Number of shares Percentage Carrying amount
Kuo Yang Construction Co., Ltd.





Shen Yang Construction Co., Ltd.

Shang Yang International Asset
Management Co., Ltd.


Century Rainbow Limited
Century Rainbow Limited
Charm Merit Limited
Shen Yang Construction Co., Ltd.
Shang Yang International Asset
Management Co., Ltd.
Star Epoch International Co., Ltd.
Shadwell Limited
Hanshin Shopping Plaza Co., Ltd.
Sweet Me Hot Spring Resort Co.,
Ltd.
Che Yang Agricultural Technology
Co., Ltd.
Chi Yang Construction Co., Ltd.
Pao Yue Landscape Co., Ltd.
Chi Yang Construction Co., Ltd.
Century Rainbow Limited
Celestial Talent Limited
Charm Merit Limited
Good Fame Limited
Taiwan
Taiwan
Taiwan
British Virgin
Islands
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Seychelles
Seychelles
Hong Kong
Samoa
Real estate
investment,
development, and
rental and leasing
Residence and
buildings lease
construction and
development
Residence and
buildings lease
construction and
development
Investment in real
estate property
Department store
General hotel
industry and
restaurant
management
Horticulture
services and
afforestation
Residence and
buildings lease
construction and
development
Landscape and
interior design
Residence and
buildings lease
construction and
development
Investment
company
Investment
company
Investment
company
Investment
company
$ 1,600,000
631,098
240,000
4,742
480,000
22,000
2,500
176,000
-
31,500
114,438
(USD 3,727
thousand)
83,733
(USD 2,727
thousand)
30,705
(USD 1,000
thousand)
30,705
(USD 1,000
thousand)
160,000,000
61,800,000
24,000,000
200,000
10,005,000
2,200,000
250,000
17,600,000
102,000
3,150,000


1,020,100


20,100


1,000,000


1,000,000
100%
100%
80%
100%
20%
20%
100%
80%
51%
45%
100%
100%
100%
40%
$ 1,654,912
648,268
239,391
2,356
1,187,647
12,571
1,039
175,603
1,886
34,516
309
(
94)
485
568
$ 50,831
(
524 )
(
901 )
(
70 )
1,276,009
18,572
(
216 )
134
1,698
173
(
468 )
8
(
482 )
(
1,221 )
$ 54,534
Subsidiary
(Note 2)
(
524 ) Subsidiary
(Note 2)
(
707 ) Subsidiary
(Note 2)
(
70 ) Subsidiary
(Note 2)
236,217
Affiliate
enterprise
1,359
Affiliate
enterprise
(
168 )
Sub-
subsidiary
(Note 2)
107
Sub-
subsidiary
(Note 2)
866
Sub-
subsidiary
(Note 2)
78
Affiliate
enterprise
(
464 )
Sub-
subsidiary
(Note 1, 2)
8
Sub-
subsidiary
(Note 1, 2)
(
482 )
Sub-
subsidiary
(Note 1, 2)
(
485 )
Affiliate
enterprise
(Note 1)

Note 1: Calculated based on the exchange rate of the foreign currency on December 31, 2023.

Note 2: All the transactions were consolidated and written off in the preparation of the consolidated financial statements.

Table 6 Page 1

Kuo Yang Construction Co., Ltd.

Information on investments in Mainland China - basic information January 1 to December 31, 2023

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----- Start of picture text -----

Table 7
----- End of picture text -----

Unit: NT$ thousand (Unless specified otherwise)

Amount remitted from Taiwan to Mainland Investment China/Amount remitted Investment revenue back to Taiwan for the Net profit income (loss) transferred current period (loss) of Ownership recognized by the back to Investment Opening balance of Remitted to Remitted Ending balance of investee for held directly or Company in the Ending Taiwan as of Investees in Mainland Main business method accumulated fund Mainland back to accumulated fund the current indirectly by current period investment book the end of the Remark China activities Paid-in capital (Note 1) transfer from Taiwan China Taiwan transfer from Taiwan period the Company (Note 2 (2). C) value period s Guopan Investment Business $ 92,115 (2) $ 30,705 $ - $ - $ 30,705 $ 1,016 40% ($ 491) $ 629 $ - Consultancy Co., Ltd. investment (USD 3,000 (USD 1,000 thousand) (USD 1,000 thousand) consulting and thousand) enterprise management consulting

Companyname Accumulated investment remitted from
Taiwan to Mainland China at the end of
the period
Investment amount approved by the
Investment Commission of the Ministry
of EconomicAffairs (MOEA)
Upper limit on investment
authorized byMOEAIC
The Company $30,705 (US$1,000 thousand) $ 30,705 $ 6,123,141

Note 1: The methods for engaging in investment in Mainland China are categorized into the following three types. Please specify the type:

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

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

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

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

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

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

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

    • C. Others - Evaluations and disclosures of financial reports audited by the CPA.

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

Table 7 Page 1

Kuo Yang Construction Co., Ltd.

Information on major shareholders

December 31, 2023

Table 8

Shareholder'sname Shares Shares
Numberofsharesheld Shareholdingratio
Han Shen Investment Co., Ltd.
Chung Shen Development Co., Ltd.
Morta Enterprise Co., Ltd.
Cheng Chi Co., Ltd.
Han Chung Global Investment Co., Ltd.
35,985,223
27,709,048
24,795,785
23,124,570
20,205,488
9.46%
7.29%
6.52%
6.08%
5.31%

Note: The preceding information is provided by Taiwan Depository & Clearing Corporation (TDCC).

Table 8 Page 1

Membership seal certificate from Taipei City chapter of CPA Associations R.O.C. (Taiwan)

Taipei Caizheng No. 1130104

  • (1) Chun-Yuan Hsiao

  • Member name: (2) Fang-Yu Wang

CPA firm name: PricewaterhouseCoopers Taiwan

CPA firm 27F., No. 333, Sec. 1, Keelung Rd., Xinyi Dist., Taipei CPA firm Unified Business No.: address: City 03932533 CPA firm phone (02)27296666 Client Unified Business No.: number: 11603817

(1) Taipei City Membership ID No. 2942

Membership No.: (2) Taipei City Membership ID No. 3712

Purpose of seal For the purpose of conducting financial statement verification and audit certificate:

for Kuo Yang Construction Co., Ltd. in 2023 (from January 1, 2023 to December 31, 2023).

Seal on Signature record at format Association (1) (1) Seal on Signature record at format Association (2) (2)

Chairman:

Verified by:

January 4, 2024