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Sinyi — AGM Information 2026
May 25, 2026
52801_rns_2026-05-25_333f1a92-5fd0-45ae-a140-2615bfa8bc2a.pdf
AGM Information
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Sinyi Realty Inc.
2026 Annual General Shareholders' Meeting Minutes (Translation)
Note to Readers: If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.
Time: 9:30 a.m., May 18, 2026
Place: Center for Public & Business Administration Education of National Chengchi University (No. 187, Jinghua Street, Daan Dist., Taipei City)
Meeting type: Hybrid shareholders' meeting
(The shareholders' meeting will be convened in a physical way with video assisted)
Video conference platform: Taiwan Depository & Clearing Corporation
Website: https://stockservices.tdcc.com.tw
Shareholders present: The Company had a total of 736,846,500 issued shares, of which 590,809,518 shares were represented at the Meeting, including 14,000 shares attending virtually and 76,403,664 shares exercising voting rights electronically, representing 80.18% of the total issued shares of the Company. The Chairperson declared the Meeting duly convened.
Chairperson: Chou Ken-Yu
Recorder: Lu Hsuan
Attendance: Chou Chun-Chi (Director), Lee Yi-Li (Independent Director), Lin Wen-Jeng (Independent Director), Chen Shu-Chuan (Independent Director), Chen Li-Shin (Director, concurrently serving as General Manager), Chen Chih-Huan (Chief Financial Officer), Lee Shao-Kang (General Manager of Sinyi Development Inc.), Wu Hsiao-Jen (Chief Accountant), Wang Pan-Fa (Deloitte & Touche, Accountant), Huang Pei-Sung (Lawyer, An-Fa Attorneys in Taiwan), Su Yi-Chieh (Deputy General Manager of the Audit Office), Chen Shi-Chiang (Senior Manager of the Sustainable Development Promotion Office)
I. Chairperson's address:
Ladies and gentlemen, welcome! And hello to those shareholders who participate in the meetings on site and by video conference, I am Chou Ken-Yu, the Chairperson. I am also the chairperson of today's shareholders' meeting. I hereby officially announce the commencement of the 2026 Annual General Meeting of Shareholders.
First of all, I would like to thank all shareholders for taking the time out of your busy schedules to attend the shareholders' meeting. On behalf of the Company, I warmly welcome everyone. If you have any questions or suggestions after the meeting, you are welcome to have a brief tea gathering and exchange with General Manager Chen Li-Shin. Thank you.
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II. Report items
Item 1:
Proposed by the boards of directors
Subject: To report the business of 2025.
Descriptions:
1. Business report of the Company is in Attachment 1 on Page 9-11 of this meeting handbook.
2. Please review.
Comments:
1. Shareholder account number 52510 spoke for the first time, asking: (1) The Malaysian Hotel is still under construction, but why SINYI ESTATE LTD., a subsidiary of the Company, posted a loss of over NT$563 million in 2025. (2) In the consolidated financial report "Investee Company Name, Location, and Other Related Information" form, whether SINYI ESTATE LTD.'s registered address is Hong Kong. (3) On page 83 of the consolidated financial report, the "Profit (Loss) Expressed by Net Functional Currency Exchange" shows a negative "NTD conversion to NTD" over NT$66 million in 2025. What is the meaning of this? (The above is authorized by the Chairperson to respond to the CFO on the spot:
Regarding questions (1) and (2), the CFO explained that the Malaysian hotel is currently under construction and the project has not incurred such significant losses. Subsidiary SINYI ESTATE LTD. lost over NTD 500 million in 2025, mainly because mainland development business adjusted the sales plan for the 'Shanshui Jia Ting' project in November 2025 to accelerate capital recovery. The unrealized impairment loss from inventory set aside at the end of 2025 is unrelated to hotels under construction in Malaysia. SINYI ESTATE LTD. is an overseas subsidiary registered in Samoa, not a Hong Kong company.
In response to question (3), the CFO stated that since the Company's and its subsidiaries' functional currencies are in New Taiwan Dollars, US Dollars, and Renminbi, this table presents the foreign currency exchange gains and losses generated by the Company and its subsidiaries from holding or trading foreign currency assets and liabilities different from their functional currencies.)
*Shareholder account number 52510 spoke for the second time, continuing with question (1) Why is the exchange profit and loss expression on page 83 of the consolidated financial report inconsistent with the financial asset expression on page 81, and how is it calculated? (2) As of the end of 2025, the 'Shanshui Jiating' project in mainland China still had 169 commercial housing units. Whether the current inventory and the domestic brokerage business are sufficient to support this year's profit targets, and whether other projects can contribute to revenue and profits, (The Chairperson authorizes the accountant and CFO to respond on the spot:
Regarding question (1), the accountant explained that pages 81 and 82 of the financial report disclose the foreign currency balance of foreign currency assets and liabilities as of December 31, 2025, the "single point in time"; The amount shown in Table 83 is the 'cumulative period' for the entire year of 2025, representing realized and unrealized exchange gains and losses due to changes in international exchange rates. The calculation basis and time series for these two are different.
In response to question (2), the CFO explained that the mainland-invested project "Shanshui Jiating" has fully recognized unrealized inventory write-downs in 2025
according to the adjusted sales plan, based on the "principle of the lower of inventory cost or net realizable value." Since the sales plan adjustment, sales momentum has regained, and it is expected that the remaining units will not cause further significant impairments. The Company will fully accelerate capital recovery to support the group's overall development.)
- *Shareholder account number 3867 spoke for the first time, asking: (1) In 2025, the domestic real estate brokerage business made a profit of over NT$500 million, but real estate development businesses in mainland China and other regions lost over NT$500 million, and tourism businesses also lost over NT$100 million. Should more professional managers be brought in to improve overall efficiency? Additionally, on page 90 of the consolidated financial report, some invested subsidiaries also showed losses, resulting in a profit of only NT$205 million in 2025. Please explain the Company's future direction. (3) Whether the information on page 44 of the consolidated financial report regarding the period during which subsidiary ZHANCHENG acquired land use rights is accurate. (The Chairperson authorizes the CFO to respond on the spot:
In response to question (1), the CFO explained the reasons for the losses of some invested subsidiaries and measures to reduce losses. He also stated that even though the domestic real estate business is affected by the government's seventh round of selective credit controls, the Company's operational performance has clearly outperformed the overall market. In the first quarter of 2026, consolidated revenue grew strongly by 30% compared to the first quarter of 2025, driven by a recovery in domestic core business and the gradual delivery of surplus units from the 'Jia Pin' project. It is expected that as housing market policies continue to ease in the future, our company will continue to promote the "Dream Fulfillment Action Plan", which is expected to gradually show results.
In response to question (2), the CFO explained that the financial report disclosed the information on the period during which subsidiary ZHANCHENG obtained land use rights, and further explained how Malaysia holds land.)
*Shareholder account number 3867 spoke for the second time, asking (1) How the rent for land use rights obtained by ZHANCHENG is calculated and whether buildings can be constructed on the land. (2) When the Company's internal reforms are expected to yield concrete results. (3) The return on total assets for 2026 was poor, with endorsing and guaranteeing the subsidiary ZHANCHENG and providing loans, investing considerable resources. Should the Company have professionals evaluate overseas investments? (4) On page 46 of the consolidated financial report, the reasons for converting the land and buildings of Yilan County Toucheng Township Leisure Farm to self-use, and the reason for the April 2026 announcement that Beiguan Leisure Farm acquired real estate usage rights from related parties. (5) The reason for the "Non-financial Asset Impairment Loss" exceeding NT$500 million listed in the cash flow statement on page 13 of the consolidated financial statement. (The Chairperson authorizes General Manager Chen and CFO to respond on the spot:
In response to question (1), the CFO explained that acquiring land use rights in Sabah is essentially equivalent to acquiring ownership, involving a purchase with a one-time payment of approximately MYR47 million, rather than being paid annually. Structures may be constructed on the land, and before the expiration of the usage right period, the land may be legally used continuously by paying fees.
In response to question (2), the General Manager explained that since August 2025, the Company has been promoting internal "Dream Fulfillment Action Plan" reforms,
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aiming to drive employees' voluntary service momentum through supervisor support. This move has successfully restored confidence among frontline teams and strengthened their focus on customer needs. Since last September, the Company's operational performance has consistently outperformed the market average; This year, internal efforts have further focused on substance optimization and the purging of weak and retaining strong ones. Agency branch performance in April and May 2026 both showed strong month-on-month growth, and overall profit and EPS for this year are expected to outperform those of 2025.
In response to question (3), the CFO stated that the endorsements and guarantees are all directly or indirectly 100% owned by the Company. Providing endorsements and guarantees for overseas subsidiaries is based on the Group's overall strategy of "optimizing financial planning and capital coordination," aiming to help overseas subsidiaries obtain lower-cost capital locally.
In response to question (4), the CFO stated that when the Group acquired Yilan Toucheng Leisure Farm, it adopted a tiered holding structure based on "transaction risk isolation" considerations: a new "Chengjing Enterprise Co., Ltd." (hereinafter referred to as Chengjing) was established to hold land and building ownership; The purchased 'Beiguan Leisure Farm Co., Ltd.' (hereinafter referred to as Beiguan) became a subsidiary of Chengjing, which is responsible for the farm's management rights and related licenses. The announcement issued in April 2026 was made in accordance with the regulations of the competent authority, regarding the lease of real estate leased by Chengjing to Beiguan. Regarding question (5), "impairment losses on non-financial assets" mainly refer to unrealized inventory write-down losses.)
- *Shareholder account number 5935 made his first remark, inquiring about the amount of unrealized inventory write-downs and other losses in the 2025 losses of the mainland business. (The Chairperson authorizes the CFO to respond on the spot:
The CFO explained that Jiuxin Real Estate (Wuxi) Co., Ltd., a mainland development company, recorded inventory write-down losses of over NT$490 million in 2025, other losses of NT$74,731 thousand, and net losses of other related mainland development subsidiaries ranging from several million to NT$20 million, respectively. The CFO added that sales of the 'Shanshui Jiating' project have clearly rebounded in 2026, and it is expected that the remaining units will not cause significant inventory decline losses.)
*Shareholder account number 5935 made his second remark, suggesting that the provision for unrealized inventory write-downs should be made in installments and inventory should be avoided. (The Chairperson authorizes the CFO to respond on the spot:
The CFO stated that, in order to accelerate the recovery of group funds while ensuring the appropriateness of accounting principles, a one-time provision for inventory write-downs was made. All real estate development projects avoid land conservation, and once development qualifications are obtained, development and sales are accelerated.)
- *Shareholder account number 58235 spoke for the first time, asking (1) whether the Company implements an employee stock ownership trust policy, its implementation status, and shareholding ratio. (2) Expected profit timeline and revenue scale in Malaysia. (The Chairperson authorizes the CFO to respond on the spot:
In response to question (1), the CFO stated that the Company has implemented an employee stock ownership trust system for many years. As of the end of 2025, employee stock ownership trusts accounted for about 5% of the Company's total shares, and the Company continues to actively promote this system; For employees
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who join employee stock ownership trusts who contribute between NT$1,000 and NT$20,000 per month, the Company will subsidize NT$500 to NT$700 per month.
In response to question (2), the CFO stated that if the occupancy rate in the first year reaches over 50%, net cash inflow will be generated in the first year; Once operations stabilize in the future, it is expected to contribute about NT$1.5 to NT$2 billion in annual revenue, though the actual situation will depend on occupancy rates.)
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*Shareholder with account number 5935 expressed a request for the Chairperson to share more of his thoughts on the Company to strengthen shareholder confidence. The Chairperson responded to previous discussions about talent retention, stating that the Company provides frontline sales staff with long-term development bonuses, but what matters most to employees is whether their work can provide long-term development and a demonstration of their self-worth. This has been the purpose of the Company's ongoing "Dream Fulfillment Action Plan" over the past two years, fulfilling the Company's long-standing focus on 'talent, quality, and performance.'
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*Shareholder account number 52910 made his first statement, asking about the original reason to invest in the Sabah hotel in Malaysia at the time, and whether considering depreciation costs after the hotel's opening, the overall profitability of the merged company would be affected before initial profitability. (The Chairperson authorized the CFO to respond on the spot. The CFO explained that investing in hotels in Malaysia was based on the expansion of the group's operations, extending from the "residence" issue. After considering risk diversification, the hotel's stable capital inflow and Sabah's pristine natural scenery, especially the captivating scenery of Mengalum Island, led to the evaluation of Sabah hotel investment. As for short-term operating losses expected after the hotel's opening, through its partnership with the internationally renowned InterContinental Hotels Group and its strong membership program, it is expected to attract high-end international and Taiwanese clients. The Chairperson added that the Company initially started as a real estate brokerage business, gradually developing sales consignment and construction development businesses, and eventually expanded into tourism. Sabah's natural environment is excellent, and land costs are significantly lower than in Taiwan. Sabah's tourism industry is thriving, but there are few good hotels. Therefore, after evaluation, we invested in tourism in Sabah and chose to partner with well-known InterContinental hotel brands.)
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After inquiring the shareholders attending the meeting, the Chairperson proclaimed that the attendees were informed with the report.
Item 2:
Proposed by the boards of directors
Subject: To report 2025 employees' compensation and directors' compensation.
Descriptions:
- It is in accordance with Article 20 of the Articles of Incorporation of the Company.
- The amount of income before tax before deducting employees' compensation and directors' compensation for the year 2025 is NT$367,499,947, which is multiplied by 1% are NT$3,675,000 for employees (of which NT$3,491,250 was for general staff) and NT$3,674,999 directors, respectively. The total amount is NT$7,349,999 which will be paid by cash.
- Please review.
Comments:
After inquiring the shareholders attending the meeting, the Chairperson proclaimed that the attendees were informed with the report.
Item 3:
Proposed by the boards of directors
Subject: To report Audit Committee's review of the business report, financial statements and earnings distribution proposal of 2025.
Descriptions:
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The board of directors has, in accordance with Article 18 of the Articles of Incorporation and Article 228 of the Company Act, prepared business report, financial statements and earning distribution proposal for the year of 2025 which have been audited by the audit committee, and are deemed no inappropriateness. Therefore, ratification report from Audit Committee for financial statements is attached in accordance with Article 14-4 of the Securities & Exchange Act and Article 219 of the Company Act, as detailed in Attachment 2 on page 12 of this meeting handbook.
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Please review.
Comments:
- *Shareholder account number 3867 spoke for the first time, asking (1) Whether the audit committee personally read the financial statements. (2) What is the reason for the unreasonable situation in which the land amount as collateral assets in the consolidated financial report is NT$4.25 billion, which is higher than the NT$3.55 billion amount of fixed assets listed on page 42. (3) On page 49 of the consolidated financial report, whether the long-term bank loans were approved by the Audit Committee, and why the long-term secured loan rate of 2.82% is higher than the unsecured loan rate of 1.9%. (4) "Other Receivables" on the Balance Sheet: The "Other Receivables" on the balance sheet is over NTD$70 million, but why is it only disclosed in Note 35 that it is over NT$2 million? (After instructing Audit Committee Convenor Lee Yi-Li to report on Annex II of the Meeting Manual, the Chairperson authorizes Convener Lee Yi-Li and CFO to respond on the spot:
In response to question (1), independent director Lee Yi-Li replied that the Audit Committee invites accountants before each quarterly meeting to report and discuss findings and results from reviews or audits, and explained that the endorsement guarantees between companies are mainly aimed at reducing funding costs. In response to question (3), independent director Li Yili stated that the higher rate for secured loans than for credit loans is mainly because most secured loans are long-term loans of more than two years.
In response to question (2), the CFO replied that the collateral for land mortgages includes fixed assets and investment real estate. Regarding question (4), other receivables are detailed in Notes 9 and 35.)
*Shareholder account number 3867 spoke for the second time, stating that the amounts of other receivables were insufficiently disclosed, and that the secured loan interest rate of 2.82% and the unsecured loan rate of 1.9% are both long-term loans, not short-term or long-term. He also inquired about the reason why the loan balances differ over the two years but the land collateral amount is the same in both years. (The Chairperson authorizes the CFO to respond on the spot.) The CFO explained that the disclosure of
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other receivables amounts will be further optimized. The main reason the land mortgage amount remained the same in two years is to maintain a certain bank loan facility to ensure flexibility in fund utilization, which is not absolutely related to changes in the loan balance; The higher interest rates for long-term secured loans are mainly due to the higher interest rates for construction and development financing loans in development enterprises.)
- After inquiring the shareholders attending the meeting, the Chairperson proclaimed that the attendees were informed with the report.
Item 4:
Proposed by the boards of directors
Subject: To report Audit Committee's communications with the chief internal auditor of 2025.
Descriptions:
1. Communications with internal auditing officers by the Audit Committee of 2025, were as detailed in Attachment 3 on Page 13-15 of this meeting handbook.
2. Please review.
Comments:
After inquiring the shareholders attending the meeting, the Chairperson proclaimed that the attendees were informed with the report.
Item 5:
Proposed by the boards of directors
Subject: To report the Company's concrete promotion plans for sustainable development programs of 2026.
Descriptions:
1. In order to continue to implement sustainable development, the Company proposed to set up concrete promotion plans of 2026 for sustainable development. Plans for promoting sustainable development are detailed in Attachment 4 on Page 16-17 of this meeting handbook.
2. Please review.
Comments:
1. *Shareholder account number 5935 asked how to achieve carbon emission reduction targets if employees continue to grow. (The Chairperson replied that the Company's carbon emissions mainly come from electricity used at branch stores. Therefore, through equipment replacement and optimization, we have set an annual target of 4.2% reduction.) If the number of employees or branches continues to increase, total carbon emissions may indeed rise, but if equipment replacement and green energy procurement can be implemented, total carbon emissions can still be reduced.)
2. After inquiring the shareholders attending the meeting, the Chairperson proclaimed that the attendees were informed with the report.
Item 6: Proposed by the boards of directors
Subject: To report the operation of the Company's board of directors and its functional committees of 2025.
Descriptions:
1. In order to enhance the effectiveness of the Company's board of directors, the Company has established an audit committee, a remuneration committee, a nomination committee and a business ethics and sustainable development committee. The report for the operation of the Company’s board of directors and its functional committees for 2025 are detailed in Attachment 5 on Page 18-20 of this meeting handbook.
2. Please review.
Comments:
After inquiring the shareholders attending the meeting, the Chairperson proclaimed that the attendees were informed with the report.
Item 7: Proposed by the boards of directors
Subject: To report the annual directors’ remuneration of 2025.
Descriptions:
1. In accordance with the Company's Corporate Governance Principles, and to inform shareholders of the remuneration of the directors, the Company's 2025 directors' remuneration policy, individual remuneration content and amount are detailed in Attachment 6 on Page 21-22 of this meeting handbook.
2. Please review.
Comments:
After inquiring the shareholders attending the meeting, the Chairperson proclaimed that the attendees were informed with the report.
Item 8: Proposed by the boards of directors
Subject: To report the related party transactions of 2025 derived from non-operating activities.
Descriptions:
1. In order to improve corporate governance and protect shareholders' rights and interests, the related party transactions of 2025 from non-operating activities are detailed in Attachment 7 on Page 23-24 of this meeting handbook.
2. Please review.
Comments:
After inquiring the shareholders attending the meeting, the Chairperson proclaimed that the attendees were informed with the report.
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III. Ratification Items
Item 1
Proposed by the board of directors
Subject: To ratify 2025 business report and financial statements.
Descriptions:
- It is in accordance with Article 18 of Articles of Incorporation of the Company, Article 228 of the Company Act, and Article 36 of the Securities & Exchange Act.
- Financial statements of the Company for the year of 2025 have been audited by CPAs Mr. Wang Pan-Fa and Mr. Shih Chin-Chuan of Deloitte & Touche, and the independent auditors' report thereof has been issued.
- Business report, independent auditors' report and financial statements of the Company for the year of 2025 are submitted, as detailed in Attachment 1 on Page 9-11 and Attachment 8 on Page 25-46 of this meeting handbook.
- Submitted for acceptance.
Resolution: The above proposal was ratified as proposed. The voting result is as follows:
| Voting Result | % of total representation at the time of voting |
|---|---|
| Votes in favor: 585,191,705 votes | |
| (including 71,419,272 votes casted through video conference platform and e-voting) | 99.04% |
| Votes in against: 309,396 votes | |
| (including 309,396 votes casted through video conference platform and e-voting) | 0.05% |
| Votes in invalid: 0 votes | 0.00% |
| Votes abstained: 5,308,417 votes | |
| (including 4,688,996 votes casted through video conference platform and e-voting) | 0.89% |
Item 2
Proposed by the board of directors
Subject: To ratify 2025 earning distribution proposal.
Descriptions:
- It is in accordance with Article 18 and Article 20-1 of the Articles of Incorporation of the Company and Article 228 of the Company Act.
- The beginning undistributed earnings of the Company for the year of 2025 is NT$1,813,947,095. After adding NT$41,824,242 due to the re-measurement of the defined benefit plan and deducting NT$551,214 for the adjustments related to long-term equity investments recognized in retained earnings, the adjusted beginning undistributed earnings amounted to NT$1,855,220,123. Further adding 2025 earnings after tax of NT$204,594,217 and deducting the appropriation of the legal reserve of NT$24,586,725 and adding back the reversal of the special reserve of NT$161,826,102, the 2025 distributable earnings is NT$2,197,053,717. It is proposed to distribute cash dividends to shareholders in the amount of NT$442,107,900. As calculated by actual outstanding share number of 736,846,500 shares of the Company as of February 26, 2026, each share will be distributed for a cash dividend of NT$0.6 (the amount which
each shareholder receive will be rounded to dollar; remaining amount for fractional shares is recorded as other income of the Company).
- 2025 earning distribution table is proposed as follows:
| Items | Amount (NT dollars) |
|---|---|
| Beginning undistributed earnings (a) | $ 1,813,947,095 |
| Add: Re-measurement of defined benefit obligation (b) | 41,824,242 |
| Deduct: Adjustment to undistributed earnings due to long-term investment(c) | ( 551,214 ) |
| Adjusted beginning undistributed earnings(d=a+b-c) | 1,855,220,123 |
| Add: Net income of 2025(e) | 204,594,217 |
| Less: Appropriation of legal reserve(f) = (b-c+e)×10% | ( 24,586,725 ) |
| Add: Reversal of Special reserve(g) | 161,826,102 |
| Current distributable earnings(h) = (d+e-f+g) | 2,197,053,717 |
| Propose to distribute items: | |
| Less: Bonuses to shareholders(i) | ( 442,107,900 ) |
| Ending undistributed earnings (j)=(h-i) | $ 1,754,945,817 |
| Notes: Amount of current earnings distribution will be paid from 2025 net income first. |
Chairperson: Chou Ken-Yu
General Manager: Chen Li-Shin
Chief Accountant: Wu Hsiao-Jen
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Upon ratification of this proposal at the annual meeting of shareholders, it is proposed to authorize Chairperson of the board of directors to determine ex-dividend date, distribution date and other relevant affairs. If subsequently the number of outstanding shares is affected by buyback of shares of the Company or transfer, conversion or cancellation of treasury shares, resulting in change in the ratio of distribution of cash dividend to shareholders from earnings, it is proposed to authorize Chairperson of the board of directors to adjust the ratio of distribution of dividend.
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Submitted for acceptance.
Resolution: The above proposal was ratified as proposed. The voting result is as follows:
| Voting Result | % of total representation at the time of voting |
|---|---|
| Votes in favor: 584,377,359 votes (including 70,604,926 votes casted through video conference platform and e-voting) | 98.91% |
| Votes in against: 1,098,894 votes (including 1,098,894 votes casted through video conference platform and e-voting) | 0.18% |
| Votes in invalid: 0 votes | 0.00% |
| Votes abstained: 5,333,265 votes (including 4,713,844 votes casted through video conference platform and e-voting) | 0.90% |
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IV. Discussion Items
Item 1
Proposed by the board of directors
Subject: To discuss the approval of amendments to the Company's Article of Incorporation.
Descriptions:
- In response to practical needs, the Company proposes an amendments to the Company's Article of Incorporation". Comparison table of amendments for "Article of Incorporation" of the Company are detailed in Attachment 9 on page 51 of this meeting handbook.
- Please discuss.
Resolution: The above proposal was ratified as proposed. The voting result is as follows:
| Voting Result | % of total representation at the time of voting |
|---|---|
| Votes in favor: 584,906,140 votes | |
| (including 71,133,707 votes casted through video conference platform and e-voting) | 99.00% |
| Votes in against: 351,547 votes | |
| (including 351,547 votes casted through video conference platform and e-voting) | 0.05% |
| Votes in invalid: 0 votes | 0.00% |
| Votes abstained: 5,551,831 votes | |
| (including 4,932,410 votes casted through video conference platform and e-voting) | 0.93% |
V. Election Item
Item 1
Proposed by the board of directors
Subject: By-election of the Company's Independent Director.
Descriptions:
- Mr. Wu Chih-Wei, the Company's independent Director, submitted resignation of independent director and the resignation will go effect on January 27, 2026. In accordance with Article 13 and 13-1 of the Articles of Incorporation, Article 14-2 of Securities & Exchange Act and Article 192-1 of the Company Act and the resolution of the 15th board of directors on the 9th meeting, the Company proposes to by-elect a new independent director whose term of offices shall be from May 18, 2026 to May 20, 2028.
- The election of independent directors shall adopt candidate nomination system. The details of the nominated independent candidates accompanied with their education and working experience, which have been examined by the 15th board of directors on the 9th meeting, are detailed in Attachment 10 on page 52 of this meeting handbook.
- The Company's Rules of Election of Directors are detailed in Appendix 3 on page 72 of this meeting handbook.
- Result of the election: The election results for the Company's 15th board of directors are listed below:
| Title | Name | Votes Received |
|---|---|---|
| Independent Director | Chiu Li-Meng | 578,574,596 |
VI.Extempore motion
*Shareholder with account number 5935 made the following suggestions and inquiries: (1) It is recommended to restore the 'Affiliated Enterprise Organization Chart' in the annual report. (2) Facing the domestic trend of declining birth rates and changes in the transaction structure of the real estate market, how the Company responds to the impact of low birth rates and develops future growth engines. (3) Reflecting the experience of the real estate markets in Mainland China and Japan, special attention must be paid to the future development of the real estate development business to avoid significant impacts on the Company. (4) Reminder when expanding into new businesses, close attention should be paid to the risk of resource dispersion and management that come with diversified operations. (5) The Chairperson is invited to share his personal expectations regarding his responsibilities and his vision for the Company's long-term operations and strategic development. (The above is promptly responded by the Chairperson and authorized the General Manager and CFO to respond and explain:
In response to question (1), the CFO stated that the "Affiliated Enterprise Organization Chart" will be re-included in the preparation of the annual report next year.
Regarding questions (2) to (5), the General Manager stated that the Company had proactively considered new transaction models extending from residential living amid the declining birthrate trend. On the operational side, on one hand, the Company would closely target emerging real estate transaction opportunities arising from estate inheritance and property division; on the other hand, it would actively focus on the long-term transaction cycles and compound demands of existing clients. When seeking growth engines and transformation, the Company would evaluate the opportunities and risks faced by each business based on its core strengths.
The Chairperson added that the declining birthrate also affected talent recruitment, and that creating a favorable career development environment was essential to attracting talent. At the same time, since 2018, the Company had been continuously investing in digital development, aiming to empower employees and leverage innovative tools to enhance individual efficiency and productivity. As for diversification—spanning from brokerage and construction businesses to overseas expansion—Taiwan's current market share demonstrated that the Company's growth potential remained significant. More importantly, it would utilize strong ideas and sound concepts to expand its customer reach. Regarding expansion into other businesses, the Company would still choose carefully based on its competencies and remain fully focused on doing what it did best.)
VII. Adjournment: 12:06 a.m. on May 18, 2026
※This meeting minutes was recorded in accordance with Article 183, paragraph 4 of the provisions of the Company Act. The meeting audio recording still prevail regarding the meeting content, proceedings and shareholders' statements.
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Attachment 1
Sinyi Realty Inc.
Business Report of 2024
As inflationary pressures ease and demand driven by new technology applications rises, the global economy is expected to grow in 2024. Domestically, strong exports, record-high stock market performance, and rising wages have contributed to stable domestic demand, with an estimated annual economic growth rate exceeding 4%. In the real estate market, transactions were buoyant in the first half of the year due to the New Youth Housing Loan policy. However, in the second half, the market's activity noticeably weakened as the central bank intensified selective credit controls, resulting in a "hot housing market in the first half, while cool in the second half" of the year.
Nevertheless, Sinyi Realty continues to actively invest in talent development, customer service, community building, and public welfare participation, consistently promoting sustainable development and fulfilling its corporate social responsibility. This year also marks the 20th anniversary of the "One family in Community project" which has helped a total of 3,464 communities across Taiwan realize their dreams—steadily and diligently carrying out this "quiet yet profound social project".
I $\cdot$ Operating results for the previous fiscal year
Revenue and Net Profit
In 2024, Sinyi Realty's consolidated revenue reached NT$12.782 billion, marking a 10.02% decline from the previous year. However, net profit after tax increased by 1.99% to NT$1.807 billion, with earnings per share (EPS) of NT$2.42. In the first half of the year, Sinyi Realty capitalized on the home-buying boom driven by the Preferential Housing Loans for the Youth policy, implementing precise marketing strategies to target key customer segments. In the second half, as credit control policies took effect, the Company focused on assisting clients in resolving mortgage-related issues. Additionally, the Company has upgraded essential customer service functions, such as case matching and property address searches, integrating them into the "TA3 Customer Service System". This system is accessible directly on mobile devices, further enhancing service convenience and efficiency, making it easier for consumers to complete their home buying or selling transactions.
Taking root in various international markets
With policy relaxation, China's second hand housing has shown a moderate recovery, positively impacting overall transaction volume. The combined revenue of real estate brokerage operations in Shanghai and Suzhou grew by approximately 14% year-over-year. This year, Sinyi China implemented structural adjustments to store operations and support teams, yielding significant results, improving operational efficiency, and boosting team morale.
In contrast to China's first hand housing market, which largely adopts a "price-for-volume" strategy to stimulate sales, Sinyi's development project in Wuxi, "Shanshui Jiating," has remained committed to maintaining its unique value proposition. However, the delayed implementation details of Wuxi's "Old-for-New" policy have further heightened market uncertainty, leading to a wait-and-see attitude among local buyers and putting pressure on sales. As a result, sales progress in fiscal year 2024 was slow, with only three units sold during the year, bringing the project's cumulative sales rate to 70%.
Leveraging its years of successful operations and cross-border network advantages, Sinyi Japan has strengthened its Taiwan-Japan service network while also enhancing its ability to serve local customers in Japan. As a result, its revenue in fiscal year 2024 grew by 22% compared to the previous year.
The operating performances in Year 2024 and Year 2023 are summarized below:
【Analyses on the financial revenues and expenditures and profitability】
Expressed in Million New Taiwan Dollars, except otherwise stated
| Items Year | Year 2024 | Year 2023 | |
|---|---|---|---|
| Financial income/expenditure | Operation revenue | 12,782 | 14,205 |
| Operating income | 1,796 | 2,052 | |
| Non-operating income (expense) | 418 | 318 | |
| Consolidated income before tax | 2,214 | 2,370 | |
| Income tax | 407 | 598 | |
| Net income (attributable to owner of the Company) | 1,807 | 1,761 | |
| Profitability | Return on total assets (%) | 6% | 6% |
| Return on equity (%) | 14% | 15% | |
| Net income margin (%) | 14% | 12% | |
| Earnings per share ($) | 2.42 | 2.39 |
Note : The above table is prepared according to data in the consolidated financial statements.
II $\mathbf{\nabla}$ A summary of the business plan for the current fiscal year
The brokerage and relevant house service
Looking ahead to 2025, in response to the highly competitive real estate brokerage market in Taiwan, the Company will focus on empowering employees with digital capabilities and enhancing operational momentum. By promoting intelligent management and digital transformation, we will leverage data analytics and real-time business dashboards to provide an efficient basis for decision-making. At the same time, we will strengthen branch-level operations and teamwork to increase entrusted property listings and improve customer satisfaction, helping clients achieve their homeownership dreams.
Additionally, by integrating the channel advantages of "Sinyi comprehensive real estate platform", online platforms, big data technology, and brand resources, we will effectively expand our reach to potential customers with greater precision. Through diverse channels such as the Sinyi's official website and LINE official account, we will introduce innovative service features to uncover personalized user needs, refine targeted marketing strategies, and further enhance customer satisfaction and loyalty. At the same time, we aim to expand brand value and build a more competitive service ecosystem.
Real estate development business-
Sinyi Development places sustainable construction methods at its core, actively collaborating with partners to reduce carbon emissions and striving to create ESG benchmark projects in Taiwan. At the same time, with initial success in its "Total Project Service" approach, it aims to replicate this proven model to provide customers with comprehensive solutions.
In mainland China, the development business will leverage social media platforms for promotion, attracting potential customers and increasing site visits. Additionally, with the government's recent introduction of the "Old-for-New" policy, Sinyi will proactively engage with customers, explaining the policy's benefits for homebuyers and mitigating market hesitation. This approach aims to enhance trust
in the projects and drive purchasing motivation.
Leisure and tourism industry
The construction of the Melinsung Hotel is progressing at full speed. Over the next two years, the project will accelerate its construction timeline while ensuring quality standards, aiming to be completed and opened on schedule, within budget, and with the expected level of excellence.
III - The Company's future development strategy, the effect of external competition, the legal environment, and the overall business environment
External Competitive, Regulatory, and Economic environment
With Taiwan's economic growth expected to slow down in 2014, interest rates remaining high, and housing market policies not being significantly relaxed, the momentum of real estate market transactions may be suppressed. However, changes in family demographics and high housing prices have consequently led to a continued increase in demand for small homes. As competition in the real estate agency market remains fierce, how to discover and meet the potential needs of customers remains the key to success in the future. On the other hand, as the city develops, the development of the MRT network drives the prosperity of neighboring areas and creates a rail economy. Therefore, it is crucial to grasp the pulse of urban development.
The Company's future development strategy
From the aspect of our development business, we have had the first successful experience on MRT joint development project, Sinyi Development will not only seek suitable metropolitan joint construction opportunities and expand "whole-project services", but also pay more attention to the development of future MRT joint construction projects to expand development capabilities and brand power.
Since the Company launched its digital transformation plan, it has also planned a "membership-based" function in the Sinyi APP. Such services include community support, home cleaning, and discounts on furniture and appliances. On the path of warm and human-centered digital services, we will continue to move forward. A successful transaction should not mark the end of a relationship but rather the beginning of ongoing service. In the past, the focus was on achieving a "good deal," but now, the emphasis is on "good life." The goal is to create a sustainable and high-quality living experience, ensuring that all stakeholders can truly "live well."
Chairperson: Chou Ken-Yu
General Manager: Chen Li-Shin
Chief Accountant: Wu Hsiao-Jen
Attachment 2
Sinyi Realty Inc.
Audit Committee's Review Report
We have agreed and submitted the Company's 2024 financial statements to the board of directors and obtained the approval of the board of directors. The financial statements have been audited by Deloitte & Touche engaged by the board of directors with an unqualified opinion in the independent auditor's report.
We audited the Company's 2024 business report and earning distribution proposal which have been resolved by the board of directors and has concluded that both of them are in accordance with the related regulations.
In Summary, the Company's 2024 financial statements, 2024 business report and earning distribution proposal which have been resolved by the board of directors and audited by us are all prepared in accordance with the related regulations. Pursuant to Article 219 of the Company Act, a report is submitted as above. Please review.
To
2025 Annual General Shareholders' Meeting
Sinyi Realty Inc.
Convener of Audit Committee:
周涛有
Yen, Lou-Yu
February 26, 2025
17
Attachment 3
Sinyi Realty Inc.
Audit Committee's communications with the chief internal auditor of 2024
| Date | Mode | Issues to communicate | Comment from the independent directors |
|---|---|---|---|
| February 2, 2024 | Audit Committee | Report on performance in internal audit | Noted. |
| February 26, 2024 | Forum | Internal control self-assessment and internal assessment execution report of internal audit | Chairperson expressed approval for the Audit Office's promotion of the group's internal control self-assessment digitization and online operations. He hopes that during communication with various units about the internal control self-assessment process, more efforts will be made to encourage the use of digital technology tools to enhance and improve the internal control processes in all operational areas, thus making the self-assessment work more effective. The Chief Auditor, Ms. Chou Su-Hsiang responded that the group's internal control self-assessment operations have been fully digitized, continuously moving towards ESG paperless practices and improving operational efficiency. The next steps will involve tracking the improvement of areas identified for enhancement in subsidiary self-assessments and assisting various units in evaluating potential process optimizations during internal control self-assessments. |
| Audit Committee | Report on performance in internal audit | Noted. | |
| Discussion on representation of internal control system for 2023 | The proposal was passed after Chairperson consulted all the members present without any other opinion, and then was proposed to BOD for resolution. | ||
| April 9, 2024 | Audit Committee | Report on performance in internal audit | Noted. |
| April 29, 2024 | Audit Committee | Report on performance in internal audit | Noted. |
| Group major risk management report of 2024Q1 | 1. Chairperson expressed concerns over the bleak outlook for China real estate market and the sluggish sales of ShanshuiJiating project. He stated that the management team should classify the sales progress of this project as a significant risk and present a special report on how to effectively reduce the unsold inventory of the project in the future. Additionally, he suggested that the Audit Office, when managing major risks, should consider the impact of specific events on the Company, rather than focusing excessively on the number of specific event risk indicators (KRIs) achieved. | ||
| 2. Committee Member Mr. Wu Chih-Wei also acknowledged the systemic risk emerging in China real estate market. Given the substantial inventory value of ShanshuiJiating project, he emphasized the |
| need to explore methods for quickly reducing the inventory to enhance the group's financial flexibility. 3. Apart from the aforementioned suggestions, Chairperson consulted all attending committee members and confirmed no additional opinions. Chairperson then concluded the case as acknowledged and directed it to be reported to the Board of Directors. | |||
|---|---|---|---|
| July 15, 2024 | Audit Committee | Report on performance in internal audit | Noted. |
| July 30, 2024 | Audit Committee | Report on performance in internal audit | Noted. |
| Group major risk management report of 2024Q2 | Noted. | ||
| October 28, 2024 | Forum | The internal audit unit's execution of work for 2024 and the draft plan of internal audit for 2025. | Chairperson stated that the importance of digital tool applications in internal auditing is indeed increasing in the future. It is recommended to engage in exchanges and discussions with accounting firms or consider purchasing their developed auditing systems to improve the audit efficiency. |
| Audit Committee | Report on performance in internal audit | Chairperson inquired whether the Audit Office currently has any major litigation cases and emphasized that any such cases in the future should be reported in a timely manner. After confirming that no other opinions were raised by the attending committee members, Chairperson concluded the case as acknowledged and directed it to be reported to the Board of Directors. | |
| The Company's Group Major Risk of 2025 and implementation status in the third quarter of 2024. | 1. Chairperson noted that the Group's major risk items for 2025 were approved internally by TEM and submitted to Audit Committee. However, the proposal only listed the risk items for 2025 without substantive content, such as the reasons for selecting these major risks. Additionally, it was deemed more appropriate for TEM convener to present the report. Following Chairperson's guidance, the Audit Office decided to withdraw the proposal regarding the Group's major risk items for 2025. 2. Regarding the execution status of risk management for Q3 of 2024, Chairperson consulted all attending committee members, and with no objections, the proposal was approved and submitted to the Board of Directors for resolution. | ||
| The amendment of "Internal Audit Implementation Guidance". | The proposal was passed after Chairperson consulted all the members present without any other opinion, and then was proposed to BOD for resolution. | ||
| December 27, 2024 | Audit Committee | Report on performance in internal audit | 1. Committee Member Mr. Wu Chih-Wei inquired whether improper treatment of colleagues by peers had been addressed in accordance with the law and whether psychological counseling and support had been provided. Chairperson suggested that subsequent improvement measures should be specific and clear, and that related handling procedures and regulations should be reviewed to |
| ensure effective implementation. Furthermore, the Company should take a more proactive and attentive approach to safeguarding the physical, mental, and spiritual well-being of employees, creating a higher-quality work environment. 2. The proposal was passed after Chairperson consulted all the members present without any other opinion, and then was proposed to BOD for resolution. | |||
|---|---|---|---|
| The Company's internal audit plan for 2025 | 1. Committee Member Mr. Jhan Hong-Chih inquired about the lack of clear written procedures for digital advertising expenditures identified in the audit of the procurement and payment cycle for 2024. He asked whether this issue was due to the practical challenges of fluctuating ad placement unit prices and the flexible adjustment of placement costs based on performance. He also inquired whether relevant procedures had since been established. Audit Office Executive Manager Mr. Chang Tsung-Ti responded that the marketing unit had already formulated written procedures and explained their details. 2. Chairperson noted that the audit plan for 2025 was comprehensive, incorporating past audit findings and future plans. Chairperson recommended that, following the principle of materiality, the previously proposed group-wide major risk items marked as "red" should be reported to the Audit Committee quarterly. However, if the risk remains "red" for two consecutive quarters, a progress update and countermeasures should be reported to the Committee. 3. The proposal was passed after Chairperson consulted all the members present without any other opinion, and then was proposed to BOD for resolution. | ||
| The Company's proposal to amend the internal control system to include "Sustainable Information Management." | The proposal was passed after Chairperson consulted all the members present without any other opinion. |
20
Attachment 4
Sinyi Realty Inc.
Concrete promotion plans for Sustainable Development Principles programs of 2025
| Topic | Target of 2025 Program |
|---|---|
| Environment | 1. Achieving Net Zero Emissions Goals • Project implementation related to the net-zero pathway • Greenhouse gas (Category 1+2) reduction by 4.2% • Increase the proportion of renewable energy by 30% • Implemented the ISO 14064-1 organizational greenhouse gas inventory and expanded the scope of the inventory to include certain subsidiary companies in the consolidated financial statements. Addition of subsidiaries and locations in Malaysia and China • Continue to promote key suppliers' greenhouse gas inventory and reduction 2. Obtain certifications and marks • Obtain various ISO certifications, including ISO 14067 Service Carbon Footprint, ISO 14046 Water Footprint, ISO 14001 Environmental Management System, ISO 50001 Energy Management System, ISO 46001 Water Resource Efficiency Management System • Obtaining the Taiwan Net-Zero Label from Taiwan Alliance for Net Zero Emissions • Updating the carbon footprint label 3. Improve environmental influence • Continuing to implement the green procurement policy, supporting renewable energy, and increasing the procurement ratio. • Respond to domestic and foreign initiatives and activities: - Carbon Disclosure Program (CDP) - Science Based Target initiative (SBTi) - Science Based Target network (SBTn) - Business Council for Sustainable Development Nature and Biodiversity Initiative Platform • Continue to promote environmental education and environmental rehabilitation - Support for "endangered plant conservation activities" - Research on natural carbon sinks and carbon rights acquisition |
| Social | 1. Efforts to attract outstanding talents • Execute Management Associate Plan of Sinyi • Shape the work brands that new generations yearn for • Cultivation of key functions of colleagues and supervisors • Execute the personal development plan for key talents • Creating a digital learning environment and enhancing digital skills for all employees. • Refined compensation, leave and performance system 2. Healthy and happy workplaces • Obtain the certification of ISO45001 Occupational Safety and Health • Create a high-quality work field • Optimize employee opinion communication mechanism • Flexible hours for work-life balance • Continuously expanding flexible benefits to meet employees' needs 3. Digital innovation can create service capabilities that exceed expectations • Make good use of digital tools to improve service efficiency • DiNDON Smart House Appreciation Service • Diffusion of residential life services |
| Topic | Target of 2025 Program |
|---|---|
| 4. Combine resources to strengthen influential powers | • Upgrading community services and initiating cross-industry collaborations with a focus on the United Nations Sustainable Development Goals (SDGs) |
| • Promote community development program, expand exchanges among different ethnic groups | |
| • Assisting with local characteristics, industries, talent mining and resource matching, so as to achieve the goal for balanced development of urban and rural areas through Taiwan Regional Revitalization Foundation | |
| • Promote multi-flexible community volunteer services | |
| • The Sinyi Lecture Hall conducts physical lectures, conveying the spirit of co-creation, co-learning, and co-benefits | |
| • In cooperation with cross-disciplinary units and the use of emerging media, jointly initiate corporate ethics issues through the combination with online and offline media through the Sinyi Cultural Foundation and the Chinese Association for Ethical Education of Enterprises | |
| 5. Sound supply chain management | |
| • Obtain ISO 20400 sustainable procurement certification | |
| • Share learning resources and initiatives, and jointly commit to Sinyi Group's 2030 Net Zero Declaration with key suppliers | |
| • Through the "Sustainable Procurement Management Team" review and operational mechanism, focusing on supplier assessments and subsequent guidance and follow-up, to jointly improve ESG sustainability performance | |
| Governance | 1. Effectively perform the functions of directors |
| • Implement director performance self-assessment | |
| • Optimize the operation of the functional committees of the board of directors | |
| • Comprehensive board re-election, with a more diversified composition of members | |
| 2. Improve information transparency and disclosure | |
| • Issue announcements on the date of convening board of directors to approve the quarterly and annual financial statements | |
| • Issue the quarterly and annual financial statements before the deadline which the authorities require | |
| • Issue annual reports, sustainability reports | |
| • Update the IR website and sustainability website with real-time information | |
| 3. Improving Due Diligence Governance | |
| • Obtained the top 5% of the listed companies annual corporate governance evaluation in 2025 | |
| • Awarded the Global Sustainable Citizen Award – 1st Place in the Large Enterprise Service Industry category. | |
| • Obtained the Excellent Certification in Corporate Governance System Evaluation | |
| • Implementation of annual audit plan and audit of subsidiaries | |
| • Optimize the information security framework | |
| 4. Sustainable governance culture | |
| • Improve climate and nature-related risk issues | |
| • Internal control and annual audit of sustainability information management | |
| • Implementing IFRS sustainability disclosure standards |
Attachment 5
Sinyi Realty Inc.
Report on Operation of the Company's Board of Directors and its Functional Committees of 2024
- The operation of the Company's Board of Directors
In Year 2024, the board of directors of the Company convened nine (9) meetings; at least two independent directors or more would participate in every meeting, presenting a 98% of attendance rate where the directors showed attendance in the following status:
| Title | Name | Times of Attendance in Person | Times of Attendance by Proxy | Actual Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Chairperson | Chou Ken-Yu | 9 | - | 100% | Nil |
| Director | Chou Chun-Chi | 9 | - | 100% | Nil |
| Director | Chen Li-Shin | 4 | - | 100% | The legal director, Sinyi Co., Ltd. (designated representative: Ms. Chen Li-Shin), resigned from the Company's board of directors on May 21, 2024. Ms. Chen Li-Shin was elected as the new director in the by-election held at the shareholders' meeting on May 22, 2024. 4 times of should be attendance. |
| Independent Director | Yen Lou-Yu | 9 | - | 100% | Nil |
| Independent Director | Jhan Hong-Chih | 8 | 1 | 89% | Entrusted the other Independent Director to attend the meeting held on Apr. 29, 2024. |
| Independent Director | Lee Yi-Li | 9 | - | 100% | Nil |
| Independent Director | Wu Chih-Wei | 9 | - | 100% | Nil |
| Former Director | Sinyi Co., Ltd. Appointed representative: Chen Li-Shin | 5 | - | 100% | The legal director, Sinyi Co., Ltd. (designated representative: Ms. Chen Li-Shin), resigned from the Company's board of directors on May 21, 2024. Ms. Chen Li-Shin was elected as the new director in the by-election held at the shareholders' meeting on May 22, 2024. 5 times of should be attendance. |
| Total | 62 | 1 | 98% |
2. The operation of the Company's Audit Committee
In 2024, the Audit Committee convened eight (8) meetings with $97\%$ of average attendance rate and the attendance facts were enumerated below:
| Title | Name | Times of Attendance in Person | Times of Attendance by Proxy | Actual Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Committee member (Convener) | Yen Lou-Yu | 8 | - | 100% | Nil |
| Committee member | Jhan Hong-Chih | 7 | 1 | 88% | Apr. 29, 2024 entrusted another committee member to attend the meeting. |
| Committee member | Lee Yi-Li | 8 | - | 100% | Nil |
| Committee member | Wu Chih-Wei | 8 | - | 100% | Nil |
| Total | 31 | 1 | 97% |
3. The operation of the Company's Remuneration Committee
In 2024, the Remuneration Committee convened five (5) meetings with $95\%$ of average attendance rate and the attendance facts were enumerated below:
| Title | Name | Times of Attendance in Person | Times of Attendance by Proxy | Actual Attendance Rate (%) | Remarks |
|---|---|---|---|---|---|
| Committee member (Convener) | Lee Yi-Li | 5 | - | 100% | Nil |
| Committee member | Jhan Hong-Chih | 4 | 1 | 80% | Apr. 29, 2024 entrusted another committee member to attend the meeting. |
| Committee member | Yen Lou-Yu | 5 | - | 100% | Nil |
| Committee member | Wu Chih-Wei | 5 | - | 100% | Nil |
| Total | 19 | 1 | 95% |
4. The operation of the Company's Nomination Committee
In 2024, the Nomination Committee convened five (5) meetings with $96\%$ of average attendance rate and the attendance facts were enumerated below:
| Title | Name | Times of Attendance in Person | Times of Attendance by Proxy | Actual Attendance Ratio (%) | Remarks |
|---|---|---|---|---|---|
| Committee member (Convener) | Jhan Hong-Chih | 4 | 1 | 80% | Apr. 29, 2024 entrusted another committee member to attend the meeting. |
| Committee | Yen Lou-Yu | 5 | - | 100% | Nil |
| Committee member | Wu Chih-Wei | 5 | - | 100% | Nil |
25
| member | |||||
|---|---|---|---|---|---|
| Committee member | Chou Chun-Chi | 4 | - | 100% | Nil |
| Committee member | Lee Yi-Li | 5 | - | 100% | Nil |
| Committee member | Wu Chih-Wei | 5 | - | 100% | Nil |
| Total | 24 | 1 | 96% |
- The operation of the Company's Business Ethics and Sustainable Development Committee
In 2024, the Business Ethics and Sustainable Development Committee convened four (4) meetings with 95% of average attendance rate and the attendance facts were enumerated below:
| Title | Name | Times of Attendance in Person | Times of Attendance by Proxy | Actual Attendance Ratio (%) | Remarks |
|---|---|---|---|---|---|
| Committee member (Convener) | Chou Ken-Yu | 4 | - | 100% | Nil |
| Committee member | Yen Lou-Yu | 4 | - | 100% | Nil |
| Committee member | Wu Chih-Wei | 4 | - | 100% | Nil |
| Committee member | Yang Bai-Chuan | 3 | 1 | 74% | Feb. 26, 2024 entrusted another committee member to attend the meeting. |
| Former Committee member | Chou Chuang-Yun | 3 | - | 100% | Former committee member. Mr. Chou Chuang-Yun resigned and stepped down on July 31, 2024, 3 times of should be attendance. |
| Total | 18 | 1 | 95% |
Attachment 6
Sinyi Realty Inc.
2024 directors' remuneration policy, individual remuneration content and amount
Expressed in Thousands of New Taiwan Dollars
| Title | Name | Remuneration for Directors | The total amount of A, B, C and D & Ratio(%) of the Aggregate Amount of A, B, C and D to the Net Income After Tax | Remuneration Received by Concurrent Employees | The total amount of A, B, C, D,E,F and G & Ratio (%) of the Aggregate Amount of A, B, C, D, E, F and G to the Net Income After Tax (Note 5) | Whether Receiving Remuneration from any Companies Invested by the Company Other Than the Subsidiaries of the Company or Not | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) | Pension (B) | Remuneration (C) (Note 1) | Fees for Performance of Business (D) (Note 2) | Wages, Bonus and Special Disbursement, etc. (E) (Note 2 and 3) | Pension (F) | Employee Remuneration (G) (Note 4) | Number of Shares Granted under the Share Subscription Warrants for Employees (H) | Number of the Restricted Shares for Employees (I) | ||||||||||||||||
| The Company | All Companies Specified in the Financial Statements | The Company | All Companies Specified in the Financial Statements | The Company | All Companies Specified in the Financial Statements | The Company | All Companies Specified in the Financial Statements | The Company | All Companies Specified in the Financial Statements | All Companies Specified in the Financial Statements | The Company | |||||||||||||
| Chairperson | Chou Ken-Yu | - | - | - | - | 2,000 | 2,000 | - | - | 2,000 | 0.11% | 2,000 | 9,912 | 9,912 | - | - | 14 | - | 14 | - | - | - | 11,926 | 11,926 |
| Director | Chou Chun-Chi | - | - | - | - | - | - | 1,688 | 1,712 | 1,688 | 0.09% | 1,712 | - | - | - | - | - | - | - | - | - | 1,688 | 1,712 | 0.67% |
| Director | Chen Li-Shin (Note 8) | - | - | - | - | 122 | 122 | - | - | 122 | 0.01% | 122 | 9,038 | 9,038 | 10 | 10 | 14 | - | 14 | - | - | - | 9,184 | 9,184 |
| Independent Director | Yen Lou-Yu | 1,200 | 1,200 | - | - | 700 | 700 | 45 | 45 | 1,945 | 0.11% | 1,945 | - | - | - | - | - | - | - | - | - | 1,945 | 1,945 | 0.11% |
| Independent Director | Jhan Hong-Chih | 1,200 | 1,200 | - | - | 700 | 700 | 40 | 40 | 1,940 | 0.11% | 1,940 | - | - | - | - | - | - | - | - | - | 1,940 | 1,940 | 0.11% |
| Independent Director | Lee Yi-Li | 1,200 | 1,200 | - | - | 700 | 700 | 45 | 45 | 1,945 | 0.11% | 1,945 | - | - | - | - | - | - | - | - | - | 1,945 | 1,945 | 0.11% |
| Independent Director | Wu Chih-Wei | 1,200 | 1,200 | - | - | 700 | 700 | 45 | 45 | 1,945 | 0.11% | 1,945 | - | - | - | - | - | - | - | - | - | 1,945 | 1,945 | 0.11% |
| Former Director | Sinyi Co., Ltd. | - | - | - | - | 78 | 78 | - | - | 78 | 0.00% | 78 | - | - | - | - | - | - | - | - | - | 78 | 78 | Nil |
| Representative of Sinyi Co., Ltd.: Chen Li-Shin(Note8) | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | - | 78 |
| Total | 4,800 | 4,800 | - | - | 5,000 | 5,000 | 1,863 | 1,887 | 11,663 | 11,687 | 18,950 | 18,950 | 10 | 10 | 28 | - | 28 | - | - | - | - | - | 30,651 | 30,675 | 78 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Note 1: As officially resolved by the Board of Directors Meeting on February 26, 2025, the remuneration to directors for 2024 was NT$5,000 million dollars. The resolution will be reported in the general shareholders' meeting on May 21, 2025.
Note 2: The aforementioned expenses include car rental or depreciation expense, fuel expense and maintained expense of the cars used by the Company's Non-Independent Directors.
Note 3: The aforementioned expenses include car rental, fuel expense and maintenance expense of the cars used by the Company's Director concurrent employee and house rental provided to him.
Note 4: Employee Remuneration allocated to the director who is a concurrent employee is one part of employee remuneration resolved by the Board of Directors Meeting on February 26, 2025. The resolution shall be reported in the general shareholders' meeting on May 21, 2025.
Note 5: The term "net profit after tax" as set forth herein denotes the net profit after tax as shown through the individual financial statements 2024.
Note 6: The aforementioned expenses exclude the relevant remuneration of NT$1,294 thousand dollars (including general manager) paid to the chauffeurs of the Company's Non-Independent Directors.
Note 7: Other than the disclosures above, remuneration granted to the director(s) of the Company for rendering services within the contents of the financial statements (e.g., serving as a consultant other than an employee of the Company/all companies of the financial report/subsidiaries): Nil.
Note 8: The legal director, Sinyi Co., Ltd. (designated representative: Ms. Chen Li-Shin), resigned from the Company's board of directors on May 21, 2024. Ms. Chen Li-Shin was elected as the new director in the byelection held at the shareholders' meeting on May 22, 2024.
Note 9: Independent directors' remuneration policy, system, standards and structure, and descriptions of the inter-relevance to the amount of remuneration according to the responsibilities, risks, time invested and other factors:
The remuneration for independent directors of the Company is primarily divided into director's remuneration, director's fees, and expenses for business execution. The director's remuneration for independent directors is set at NT$100,000 per month, determined based on their level of involvement and contribution to the Company's operations, as well as the customary standards among other listed companies. The amount is authorized by the board of directors, and during deliberations, each independent director abstains from voting on their individual compensation. Since this remuneration is aligned with typical standards among other listed companies and is not directly tied to the Company's profitability level, it is considered reasonable. Director's fees are distributed annually according to the Company's regulations, based on a certain proportion of the annual profits. The remuneration for independent directors also takes into account the overall salary levels of independent directors in other listed companies (including director's remuneration and director's fees), as well as their participation in the board of directors and its functional committees. Business execution expenses include a transportation allowance of NT$5,000 per meeting for attendance at board meetings and other related meetings, reimbursed based on actual attendance.
Attachment 7
Sinyi Realty Inc.
The Related Party Transactions of 2024 derived from Non-Operating Activities
I. The Company has been investing in "We are ONE" project for a long time, assisting individuals or groups who are interested in promoting community development. However, most of the community projects are to assist individual cases. Therefore, in order to develop local creation cases into a complete Taiwan creation system, the Company intends to support Taiwan Regional Revitalization Foundation to promote Taiwan's creation system for a long time. Through the spirit of people-oriented, combined with local creation and innovation, we plan to revitalize local industries, create employment and promote population return, to achieve the goal of balancing Taiwan.
On February 2, 2024, the Company's board of directors has resolved to donate NT$8,240 thousand to Taiwan Regional Revitalization Foundation to support its work plan for 2024. The foundation implemented a number of projects in 2024 to deepen the interaction and learning with local teams, including:
(1) "Taiwan Regional Revitalization Foundation platform" has 315 founding partners.
(2) "Sound Map: Hearing the Progress of Taiwan Regional Revitalization" depicts the stories of 40 local revitalization teams through sound, text, and images, collecting 200 minutes of team narratives.
(3) Holding business matchmaking events to connect enterprises as strategic partners, creating a sustainable ecosystem for mutual benefit. There are three teams cooperate each other through the events.
(4) Hold 11 master series of lectures on local revitalization and empowerment with 364 attendees.
(5) "Local Expeditions": Through sharing experiences and collaborative learning, we visit various counties and cities across Taiwan to actively support teams.
(6) The community takes root and cultivates the local creation seed plan.
(7) Influence Ecosystem Recruitment Program: Train local revitalization teams to incorporate impact measurement and management thinking.
(8) Platform Revitalization Partner Survey Report: Through surveys, comprehensively understand the current status of platform partners to plan and provide resources that better meet their needs, thereby enhancing team efficiency and growth.
II. In order to continue promoting the spirit of integrity and advocating for corporate ethical values, the Company, through the Sinyi Cultural Foundation, has long been dedicated to nurturing individuals who have made outstanding contributions in the
28
fields of corporate ethics teaching and research. The Company promotes initiatives such as the Ethical Rooting Project and Ethics Teacher Camps, with the goal of deepening the foundation of corporate ethics education in Taiwan and enhancing the public's cultural literacy.
On February 2, 2024, the Company's board of directors has resolved to donate NT$4,000 thousand to Sinyi Cultural Foundation to support its work plan for 2024. The Foundation will carry out multiple projects in 2024, including:
(1) Organize 12 of the "Caring for Humanities, Beautifying Life" series of lectures with 805 attendees.
(2) Print the book "Corporate Ethics: Internal and External Management Perspectives and Case Studies."
(3) Host the "2024 National Corporate Ethics Teacher Winter and Summer Camps" with 31 attendees.
(4) Host the "2024 14th National College and University Ethics Case Analysis and Short Film Competition" with 153 entries accompanied with 14 award-winning works.
(5) Organize the Sinyi Zhishan Scholarship (donated to the junior high and elementary schools in Xinyi Township, Nantou County).
(6) Host the 2nd "Corporate Ethics Long-Term Cultivation Program."
(7) Sponsor the activity of the Minhe Junior High School Choir in Nantou.
(8) Promote corporate ethics-related activities, including podcasts, online book clubs, and board game promotion workshops.
29
Attachment 8
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Sinyi Realty Inc.
Opinion
We have audited the accompanying consolidated financial statements of Sinyi Realty Inc. and its subsidiaries (collectively referred to as the "Group"), which comprise the consolidated balance sheets as of December 31, 2024 and 2023, and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information (collectively referred to as the "consolidated financial statements").
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2024 and 2023, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and International Financial Reporting Standards (IFRS), International Accounting Standards (IAS), IFRIC Interpretations (IFRIC), and SIC Interpretations (SIC) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
30
The key audit matters of the Group's consolidated financial statements for the year ended December 31, 2024 are stated as follows:
Valuation of Inventories
As of December 31, 2024, the carrying amount of inventories was NT$7,877,191 thousand. Due to changes in the overall economic environment and related business regulations, the Group had to take into consideration reasonable estimates of the current selling price and additional costs as well as changes in the economy, when assessing the net realizable value of inventories, to determine whether the valuation of inventories is appropriate. Since the carrying amount of inventory was considered significant to the consolidated financial statements and the valuation of the net realizable value of inventories is subject to management's significant judgment, the valuation of inventory has been identified as a key audit matter.
We focused on the valuation of inventories at the balance sheet date. We selected samples from the inventory balance and assessed and tested the net realizable value of inventories estimated by the management as well as the reasonableness of the key parameters used in the valuation. The procedures included but were not limited to the following: we inspected the latest actual transaction price or market transaction price of similar real estate, and determined that the net realizable value of inventories was not lower than the carrying amount through recalculations. We verified the accuracy of the valuation of inventories by inspecting the selected samples and re-performed the calculation procedures.
Refer to Note 4 to the accompanying consolidated financial statements for the accounting policies related to the valuation of inventories, Note 5 for the description of material accounting judgments and key sources of estimation uncertainty, and Note 10 for the related presentation and disclosures.
Other Matter
We have also audited the parent company only financial statements of Sinyi Realty Inc. as of and for the years ended December 31, 2024 and 2023, and on both we have issued an unmodified opinion with emphasis of matter paragraph.
Responsibilities of Management and those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and IFRS, IAS, IFRIC and SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of the consolidated financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including the audit committee, are responsible for overseeing the Group's financial reporting process.
31
Auditors' Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain a reasonable assurance about whether the consolidated financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of 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 the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision, and performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
32
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements for the year ended December 31, 2024 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.
The engagement partners on the audits resulting in this independent auditors' report are Pan-Fa Wang and Chin-Chuan Shih.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 26, 2025
Notice to Readers
The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying consolidated financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and consolidated financial statements shall prevail.
33
SINYI REALTY INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| 2024 | 2023 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Note 6) | $ 4,205,337 | 13 | $ 5,081,864 | 17 |
| Financial assets at fair value through other comprehensive income - current (Notes 8 and 35) | 1,345,620 | 4 | 451,140 | 1 |
| Notes receivable (Notes 9 and 25) | 81,273 | - | 100,335 | - |
| Trade receivables (Notes 9, 25 and 34) | 1,171,586 | 4 | 1,250,304 | 4 |
| Other receivables (Notes 9 and 34) | 75,031 | - | 57,633 | - |
| Current tax assets (Note 27) | 84,771 | - | 62,892 | - |
| Inventories (Notes 5, 10 and 35) | 7,877,191 | 25 | 7,582,116 | 25 |
| Other financial assets - current (Notes 11 and 35) | 4,066,799 | 13 | 4,268,351 | 14 |
| Other current assets (Note 18) | 417,430 | 1 | 356,739 | 1 |
| Total current assets | 19,325,058 | 60 | 19,211,374 | 62 |
| NON-CURRENT ASSETS | ||||
| Financial asset at fair value through profit or loss - non-current (Note 7) | 6,071 | - | 4,614 | - |
| Financial assets at fair value through other comprehensive income - non-current (Note 8) | 115,280 | - | 130,923 | 1 |
| Investments accounted for using the equity method (Note 13) | 232,782 | 1 | 77,688 | - |
| Property, plant and equipment (Notes 5, 14 and 35) | 4,434,408 | 14 | 3,985,116 | 13 |
| Right-of-use assets (Notes 5, 15 and 34) | 5,061,379 | 16 | 4,745,579 | 15 |
| Investment properties (Notes 5, 16 and 35) | 2,859,244 | 9 | 2,263,537 | 7 |
| Intangible assets (Note 17) | 29,868 | - | 47,734 | - |
| Deferred tax assets (Note 27) | 124,978 | - | 162,021 | 1 |
| Refundable deposits | 129,607 | - | 129,875 | 1 |
| Net defined benefit asset - non-current (Note 23) | 97,188 | - | 17,952 | - |
| Other non-current assets (Notes 18 and 25) | 9,630 | - | 9,093 | - |
| Total non-current assets | 13,100,435 | 40 | 11,574,132 | 38 |
| TOTAL | $ 32,425,493 | 100 | $ 30,785,506 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Notes 19 and 35) | $ 618,619 | 2 | $ 1,498,621 | 5 |
| Contract liabilities - current (Note 25) | 829,967 | 3 | 687,413 | 2 |
| Notes payable | 455 | - | 130 | - |
| Trade payables (Note 21) | 427,975 | 1 | 413,018 | 1 |
| Other payables (Notes 22 and 34) | 3,008,960 | 9 | 3,379,200 | 11 |
| Current tax liabilities (Note 27) | 340,938 | 1 | 514,081 | 2 |
| Provisions - current | 1,250 | - | 1,563 | - |
| Lease liabilities - current (Notes 15 and 34) | 475,093 | 2 | 491,133 | 2 |
| Current portion of long-term borrowings and bonds payable (Notes 19 and 35) | 1,000,000 | 3 | 149,911 | - |
| Other current liabilities (Note 22) | 395,365 | 1 | 421,636 | 1 |
| Total current liabilities | 7,098,622 | 22 | 7,556,706 | 24 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Note 20) | 900,000 | 3 | 900,000 | 3 |
| Long-term borrowings (Notes 19 and 35) | 6,494,972 | 20 | 6,281,550 | 21 |
| Provisions - non-current | 11,501 | - | 11,188 | - |
| Deferred tax liabilities (Note 27) | 125,571 | - | 105,229 | - |
| Lease liabilities - non-current (Notes 15 and 34) | 2,776,523 | 9 | 2,663,956 | 9 |
| Net defined benefit liabilities - non-current (Note 23) | 2,272 | - | 4,050 | - |
| Guarantee deposits received | 30,613 | - | 27,244 | - |
| Other non-current liabilities (Note 22) | 1,018,466 | 3 | 703,344 | 2 |
| Total non-current liabilities | 11,359,918 | 35 | 10,696,561 | 35 |
| Total liabilities | 18,458,540 | 57 | 18,253,267 | 59 |
| EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY (Note 24) | ||||
| Ordinary shares | 7,368,465 | 23 | 7,368,465 | 24 |
| Capital surplus | 63,790 | - | 63,790 | - |
| Retained earnings | ||||
| Legal reserve | 3,073,308 | 9 | 2,896,935 | 9 |
| Special reserve | 1,246,293 | 4 | 955,999 | 3 |
| Unappropriated earnings | 2,568,760 | 8 | 2,369,309 | 8 |
| Total retained earnings | 6,888,361 | 21 | 6,222,243 | 20 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | (615,700) | (2) | (1,313,072) | (4) |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 125,425 | 1 | 66,779 | - |
| Total other equity | (490,275) | (1) | (1,246,293) | (4) |
| Total equity attributable to owners of the Company (Note 24) | 13,830,341 | 43 | 12,408,205 | 40 |
| NON-CONTROLLING INTERESTS (Note 24) | 136,612 | - | 124,034 | 1 |
| Total equity | 13,966,953 | 43 | 12,532,239 | 41 |
| TOTAL | $ 32,425,493 | 100 | $ 30,785,506 | 100 |
The accompanying notes are an integral part of the consolidated financial statements.
SINYI REALTY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE (Notes 25, 34 and 39) | ||||
| Sales revenue | $ 121,973 | 1 | $ 2,664,926 | 19 |
| Service revenue | 12,659,978 | 99 | 11,539,992 | 81 |
| Total operating revenue | 12,781,951 | 100 | 14,204,918 | 100 |
| OPERATING COSTS (Notes 10, 23, 26 and 34) | ||||
| Cost of sales | 264,279 | 2 | 1,997,406 | 14 |
| Service cost | 8,859,604 | 69 | 8,423,176 | 60 |
| Total operating costs | 9,123,883 | 71 | 10,420,582 | 74 |
| GROSS PROFIT | 3,658,068 | 29 | 3,784,336 | 26 |
| OPERATING EXPENSES (Notes 9, 23, 26 and 34) | ||||
| General and administrative expenses | 1,859,962 | 15 | 1,729,675 | 12 |
| Expected credit loss | 377 | - | 2,673 | - |
| Total operating expenses | 1,860,339 | 15 | 1,732,348 | 12 |
| OPERATING INCOME | 1,797,729 | 14 | 2,051,988 | 14 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Note 26) | 310,635 | 2 | 246,083 | 2 |
| Other income (Notes 26 and 34) | 110,071 | 1 | 103,633 | - |
| Other gains and losses (Notes 14, 16, 26 and 34) | 158,928 | 1 | 126,717 | 1 |
| Finance costs (Notes 26 and 34) | (184,832) | (1) | (175,956) | (1) |
| Share of profit or loss of associates (Note 13) | 21,318 | - | 17,359 | - |
| Total non-operating income and expenses | 416,120 | 3 | 317,836 | 2 |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 2,213,849 | 17 | 2,369,824 | 16 |
| INCOME TAX EXPENSE (Note 27) | (407,286) | (3) | (598,470) | (4) |
| NET PROFIT FOR THE YEAR | 1,806,563 | 14 | 1,771,354 | 12 |
(Continued)
SINYI REALTY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OTHER COMPREHENSIVE INCOME | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans | $ 65,325 | - | $ 3,356 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 66,839 | 1 | 23,363 | - |
| Share of the other comprehensive income of associates accounted for using the equity method | 486 | - | 1,854 | - |
| Income tax expense relating to items that will not be reclassified subsequently to profit or loss | (13,065) | - | (671) | - |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | 697,371 | 6 | (315,536) | (2) |
| Unrealized valuation gains on debt instrument investments measured at fair value through other comprehensive income. | 248 | - | - | - |
| Other comprehensive income (loss) for the year, net of income tax | 817,204 | 7 | (287,634) | (2) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 2,623,767 | 21 | $ 1,483,720 | 10 |
| NET PROFIT ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 1,784,390 | 14 | $ 1,760,980 | 12 |
| Non-controlling interests | 22,173 | - | 10,374 | - |
| $ 1,806,563 | 14 | $ 1,771,354 | 12 | |
| TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO: | ||||
| Owners of the Company | $ 2,601,090 | 21 | $ 1,473,515 | 10 |
| Non-controlling interests | 22,677 | - | 10,205 | - |
| $ 2,623,767 | 21 | $ 1,483,720 | 10 | |
| EARNINGS PER SHARE (Note 28) | ||||
| From continuing operations | ||||
| Basic | $ 2.42 | $ 2.39 | ||
| Diluted | $ 2.42 | $ 2.39 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
36
SINYI REALTY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| Equity Attributable to Owners of the Company | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Share Capital | Retained Earnings | Other Equity | Non-controlling | |||||||
| Exchange Differences on Translating Foreign Operations | Unrealized Gain (Loss) on Investments in Equity Instruments at Fair Value through Other Comprehensive Income | Total | Interests | Total Equity | ||||||
| Ordinary Shares | Capital Surplus | Legal Reserve | Special Reserve | Earnings | ||||||
| BALANCE AT JANUARY 1, 2023 | $ 7,368,465 | $ 63,790 | $ 2,762,813 | $ 1,061,567 | $ 1,518,347 | $ (997,561) | $ 41,562 | $ 11,818,983 | $ 126,497 | $ 11,945,480 |
| Appropriation of 2022 earnings | ||||||||||
| Legal reserve | - | - | 134,122 | - | (134,122) | - | - | - | - | - |
| Special reserve | - | - | - | (105,568) | 105,568 | - | - | - | - | - |
| Cash dividends | - | - | - | - | (884,216) | - | - | (884,216) | - | (884,216) |
| Difference between consideration and carrying amount of subsidiaries acquired | - | - | - | - | (77) | - | - | (77) | 77 | - |
| Net profit for the year ended December 31, 2023 | - | - | - | - | 1,760,980 | - | - | 1,760,980 | 10,374 | 1,771,354 |
| Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax | - | - | - | - | 2,829 | (315,511) | 25,217 | (287,465) | (169) | (287,634) |
| Total comprehensive income (loss) for the year ended December 31, 2023 | - | - | - | - | 1,763,809 | (315,511) | 25,217 | 1,473,515 | 10,205 | 1,483,720 |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | (12,745) | (12,745) |
| BALANCE AT DECEMBER 31, 2023 | 7,368,465 | 63,790 | 2,896,935 | 955,999 | 2,369,309 | (1,313,072) | 66,779 | 12,408,205 | 124,034 | 12,532,239 |
| Appropriation of 2023 earnings | ||||||||||
| Legal reserve | - | - | 176,373 | - | (176,373) | - | - | - | - | - |
| Special reserve | - | - | - | 290,294 | (290,294) | - | - | - | - | - |
| Cash dividends | - | - | - | - | (1,178,954) | - | - | (1,178,954) | - | (1,178,954) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 1,784,390 | - | - | 1,784,390 | 22,173 | 1,806,563 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | 51,755 | 697,372 | 67,573 | 816,700 | 504 | 817,204 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 1,836,145 | 697,372 | 67,573 | 2,601,090 | 22,677 | 2,623,767 |
| Cash dividends distributed by subsidiaries | - | - | - | - | - | - | - | - | (10,099) | (10,099) |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 8,927 | - | (8,927) | - | - | - |
| BALANCE AT DECEMBER 31, 2024 | $ 7,368,465 | $ 63,790 | $ 3,073,308 | $ 1,246,293 | $ 2,568,760 | $ (615,700) | $ 125,425 | $ 13,830,341 | $ 136,612 | $ 13,966,953 |
The accompanying notes are an integral part of the consolidated financial statements.
SINYI REALTY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Income before income tax | $ 2,213,849 | $ 2,369,824 |
| Adjustments for: | ||
| Depreciation expenses | 679,554 | 674,366 |
| Amortization expenses | 27,661 | 26,481 |
| Expected credit loss recognized on trade receivables | 377 | 2,673 |
| Net loss on financial assets at fair value through profit or loss | 1,043 | 386 |
| Finance costs | 218,266 | 207,881 |
| Interest income | (310,635) | (246,083) |
| Dividend income | (17,670) | (9,967) |
| Share of profit of associates | (21,318) | (17,359) |
| Loss on disposal of property, plant and equipment | 4,547 | 3,182 |
| Gain on disposal of investment properties | (2,009) | (15,185) |
| Gain on disposal of subsidiary | (1,985) | - |
| Impairment loss recognized on non-financial assets | 166,079 | 52,461 |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | (2,500) | (2,500) |
| Notes receivable | 19,062 | (23,668) |
| Trade receivables | 77,547 | (356,074) |
| Other receivables | 6,407 | 50,710 |
| Inventories | (481,641) | 1,766,359 |
| Other current assets | (60,707) | (13,270) |
| Contract liabilities | 142,554 | (827,294) |
| Notes payable | 325 | (422) |
| Trade payables | 14,957 | (194,454) |
| Other payables | (371,589) | 725,852 |
| Provisions | - | (82) |
| Other current liabilities | (45,863) | 85,320 |
| Other operating liabilities | 286,323 | (486,248) |
| Cash generated from operations | 2,542,634 | 3,772,889 |
| Interest received | 290,054 | 234,820 |
| Interest paid | (216,917) | (233,845) |
| Income tax paid | (544,923) | (477,024) |
| Net cash generated from operating activities | 2,070,848 | 3,296,840 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | (831,081) | (3,835) |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | - | 10,000 |
| Purchase of long term investment through equity method | (89,987) | - |
| Net cash outflow from acquisition of subsidiaries | (42,611) | - |
| Net cash inflow from disposal of subsidiaries | 2,951 | - |
| (Continued) |
38
SINYI REALTY INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| Payments for property, plant and equipment | $ (543,444) | $ (210,640) |
| Proceeds from disposal of property, plant and equipment | 155 | 446 |
| Decrease in refundable deposits | 70,957 | 2,999 |
| Payments for intangible assets | (9,803) | (30,186) |
| Payments for right-of-use assets | (80,042) | (261,684) |
| Payments for investment properties | (460,370) | (47,220) |
| Proceeds from disposal of investment properties | 38,900 | 81,988 |
| Increase in other financial assets | - | (1,347,515) |
| Decrease in other financial assets | 201,552 | - |
| Decrease in other non-current assets | - | 3,983 |
| Increase in other non-current assets | (537) | - |
| Dividends received | 33,295 | 16,927 |
| Net cash used in investing activities | (1,710,065) | (1,784,737) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | - | 386,088 |
| Decrease in short-term borrowings | (880,002) | - |
| Repayment of bonds payable | - | (3,700,000) |
| Proceed from long-term borrowings | 67,112,068 | 30,805,605 |
| Repayment of long-term borrowings | (66,048,557) | (30,338,387) |
| Increase in guarantee deposits received | 3,369 | - |
| Decrease in guarantee deposits received | - | (5,962) |
| Decrease in other payables to related parties | - | (23,867) |
| Repayment of the principal portion of lease liabilities | (568,958) | (516,260) |
| Dividends paid to owners of the Company | (1,178,954) | (884,216) |
| Repayment of the cash dividends of non-controlling interests | (10,099) | (12,745) |
| Net cash used in financing activities | (1,571,133) | (4,289,744) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | 333,823 | (147,434) |
| DECREASE IN CASH AND CASH EQUIVALENTS | (876,527) | (2,925,075) |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 5,081,864 | 8,006,939 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 4,205,337 | $ 5,081,864 |
The accompanying notes are an integral part of the consolidated financial statements. (Concluded)
40
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Sinyi Realty Inc.
Opinion
We have audited the accompanying financial statements of Sinyi Realty Inc. (the "Company"), which comprise the balance sheets as of December 31, 2024 and 2023, and the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including material accounting policy information (collectively referred to as the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
Basis for Opinion
We conducted our audits in accordance with the Regulations Governing Financial Statement Audit and Attestation Engagements of Certified Public Accountants and the Standards on Auditing of the Republic of China. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with The Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements for the year ended December 31, 2024. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
The key audit matters of Company's financial statements for the year ended December 31, 2024 are stated as follows:
Valuation of Inventories - Investments Accounted for Using the Equity Method
As stated in Note 12 to the accompanying financial statements, as of December 31, 2024, the carrying amount of the investments in Sinyi International Limited ("Sinyi International") and Sinyi Development, which were accounted for using the equity method, was NT$10,788,022 thousand and NT$1,807,384 thousand, representing 35% and 6% of the Company's assets, respectively. For the year ended December 31, 2024, the share of comprehensive income (loss) of the investments in Sinyi International and Sinyi Development, which were accounted for using the equity method was NT$242,438 thousand and NT$(110,689) thousand, representing 9% and (4%) of the Company's total comprehensive income, respectively. Therefore, the financial position and performance of Sinyi International and Sinyi Development would have a material impact on the Company's financial statements.
As of December 31, 2024, the total carrying amount of inventories of Sinyi International, Sinyi International's subsidiaries, and Sinyi Development were NT$7,877,191 thousand. Due to changes in the overall economic environment and related business regulations, the Company had to take into consideration reasonable estimates of the future selling price and additional costs as well as changes in the economy, when assessing during the assessment of the net realizable value of inventories, to determine whether the valuation of inventories is appropriate. Since the carrying amount of inventory was considered significant to the financial statements and the valuation of the net realizable value of inventories is subject to management's significant judgment, the valuation of inventory has been identified as a key audit matter.
We focused on the valuation of inventories at the balance sheet date. We selected samples from the inventory balance, assessed and tested the net realizable value of inventories estimated by the management as well as the reasonableness of the key parameters used in the valuation. The procedures included but were not limited to the following: We inspected the latest actual transaction price or market transaction price of similar real estate, and determined that the net realizable value of inventories was not lower than the carrying amount through recalculations. We verified the accuracy of the valuation of inventories by inspecting the selected samples and re-performed the calculation procedures.
Refer to Note 4 to the consolidated financial statements for the accounting policies related to the valuation of inventories of Sinyi International, Sinyi International's subsidiaries, and Sinyi Development, Note 5 for the description of material accounting judgments and key sources of estimation uncertainty, and Note 10 for the related presentation and disclosures.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
41
42
Those charged with governance, including the audit committee, are responsible for overseeing the Company's financial reporting process.
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain a reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Standards on Auditing of the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Standards on Auditing of the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
- Conclude on the appropriateness of 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 the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial information of entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision, and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
43
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements for the year ended December 31, 2024 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.
The engagement partners on the audits resulting in this independent auditors' report are Pan-Fa Wang and Chin-Chuan Shih.
Deloitte & Touche
Taipei, Taiwan
Republic of China
February 26, 2025
Notice to Readers
The accompanying financial statements are intended only to present the financial position, financial performance and cash flows in accordance with accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such financial statements are those generally applied in the Republic of China.
For the convenience of readers, the independent auditors' report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language independent auditors' report and financial statements shall prevail.
44
SINYI REALTY INC.
BALANCE SHEETS
DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| 2024 | 2023 | |||
|---|---|---|---|---|
| ASSETS | Amount | % | Amount | % |
| CURRENT ASSETS | ||||
| Cash and cash equivalents (Notes 4 and 6) | $ 1,564,215 | 5 | $ 2,499,435 | 9 |
| Financial assets at fair value through other comprehensive income - current (Notes 4 and 8) | 135,638 | 1 | 127,300 | - |
| Notes receivable (Notes 4 and 9) | 62,735 | - | 84,771 | - |
| Trade receivables (Notes 4 and 9) | 939,722 | 3 | 924,731 | 3 |
| Trade receivables from related parties (Notes 4 and 30) | 91,590 | - | 156,817 | 1 |
| Finance lease receivables - current (Notes 4, 10 and 30) | 617 | - | - | - |
| Other receivables (Notes 4 and 9) | 27,355 | - | 26,821 | - |
| Other receivables from related parties (Notes 4 and 30) | 868,832 | 3 | 466,916 | 2 |
| Current tax assets (Notes 4 and 25) | - | - | 5,052 | - |
| Other financial assets (Notes 11 and 31) | 1,094,152 | 4 | 97,032 | - |
| Other current assets (Note 17) | 50,767 | - | 21,243 | - |
| Total current assets | 4,835,623 | 16 | 4,410,118 | 15 |
| NON-CURRENT ASSETS | ||||
| Financial assets at fair value through profit or loss - non-current (Notes 4 and 7) | 6,071 | - | 4,614 | - |
| Financial assets at fair value through other comprehensive income - non-current (Notes 4 and 8) | 82,991 | - | 101,216 | - |
| Investments accounted for using the equity method (Notes 4 and 12) | 17,106,322 | 56 | 16,291,121 | 56 |
| Property, plant and equipment (Notes 4, 13 and 31) | 3,360,648 | 11 | 3,320,073 | 11 |
| Right-of-use assets (Notes 4 and 14) | 2,965,584 | 10 | 2,820,962 | 10 |
| Investment properties (Notes 4, 15 and 31) | 2,051,224 | 7 | 2,096,776 | 7 |
| Intangible assets (Notes 4 and 16) | 20,447 | - | 37,478 | - |
| Deferred tax assets (Notes 4 and 25) | 52,162 | - | 105,433 | - |
| Finance lease receivables - non-current (Notes 4, 10 and 30) | 1,392 | - | - | - |
| Refundable deposits | 104,601 | - | 106,053 | 1 |
| Net defined benefit asset - non-current (Notes 4 and 21) | 97,188 | - | 17,952 | - |
| Other non-current assets (Note 17) | 9,630 | - | 9,093 | - |
| Total non-current assets | 25,858,260 | 84 | 24,910,771 | 85 |
| TOTAL | $ 30,693,883 | 100 | $ 29,320,889 | 100 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES | ||||
| Short-term borrowings (Note 18) | $ 498,619 | 2 | $ 1,398,621 | 5 |
| Notes payable | - | - | 10 | - |
| Other payables (Note 20) | 2,683,479 | 9 | 3,054,544 | 10 |
| Other payables to related parties (Note 30) | 2,671,868 | 9 | 2,546,496 | 9 |
| Current tax liabilities (Notes 4 and 25) | 234,902 | 1 | 408,137 | 1 |
| Lease liability - current (Notes 4 and 14) | 433,699 | 1 | 438,892 | 1 |
| Current portion of long-term borrowings and bonds payable (Note 18) | 1,000,000 | 3 | 149,911 | 1 |
| Other current liabilities (Note 20) | 161,591 | - | 198,263 | 1 |
| Total current liabilities | 7,684,158 | 25 | 8,194,874 | 28 |
| NON-CURRENT LIABILITIES | ||||
| Bonds payable (Note 19) | 900,000 | 3 | 900,000 | 3 |
| Long-term borrowings (Note 18) | 4,700,000 | 15 | 4,699,803 | 16 |
| Deferred tax liabilities (Notes 4 and 25) | 48,837 | - | 33,628 | - |
| Lease liabilities - non-current (Notes 4 and 14) | 2,615,606 | 9 | 2,446,682 | 9 |
| Guarantee deposits received | 26,632 | - | 25,440 | - |
| Other non-current liabilities (Note 20) | 888,309 | 3 | 612,257 | 2 |
| Total non-current liabilities | 9,179,384 | 30 | 8,717,810 | 30 |
| Total liabilities | 16,863,542 | 55 | 16,912,684 | 58 |
| EQUITY (Note 22) | ||||
| Ordinary shares | 7,368,465 | 24 | 7,368,465 | 25 |
| Capital surplus | 63,790 | - | 63,790 | - |
| Retained earnings | ||||
| Legal reserve | 3,073,308 | 10 | 2,896,935 | 10 |
| Special reserve | 1,246,293 | 4 | 955,999 | 3 |
| Unappropriated earnings | 2,568,760 | 9 | 2,369,309 | 8 |
| Total retained earnings | 6,888,361 | 23 | 6,222,243 | 21 |
| Other equity | ||||
| Exchange differences on translating the financial statements of foreign operations | (615,700) | (2) | (1,313,072) | (4) |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 125,425 | - | 66,779 | - |
| Total other equity | (490,275) | (2) | (1,246,293) | (4) |
| Total equity | 13,830,341 | 45 | 12,408,205 | 42 |
| TOTAL | $ 30,693,883 | 100 | $ 29,320,889 | 100 |
The accompanying notes are an integral part of the financial statements.
SINYI REALTY INC.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| OPERATING REVENUE | ||||
| Service revenue (Notes 4, 23 and 30) | $ 11,385,912 | 100 | $ 10,551,141 | 100 |
| OPERATING COSTS (Notes 21, 24 and 30) | 8,135,023 | 71 | 7,764,505 | 74 |
| GROSS PROFIT | 3,250,889 | 29 | 2,786,636 | 26 |
| OPERATING EXPENSES (Notes 21, 24 and 30) | ||||
| General and administrative expense | 1,325,385 | 12 | 1,111,425 | 10 |
| Expected credit loss (gain) (Note 9) | 246 | - | (222) | - |
| Total operating expenses | 1,325,631 | 12 | 1,111,203 | 10 |
| PROFIT FROM OPERATIONS | 1,925,258 | 17 | 1,675,433 | 16 |
| NON-OPERATING INCOME AND EXPENSES | ||||
| Interest income (Notes 24 and 30) | 60,994 | - | 16,974 | - |
| Other income (Notes 24 and 30) | 107,697 | 1 | 103,120 | 1 |
| Other gains and loss (Notes 15, 24 and 30) | 184,126 | 2 | 51,935 | - |
| Finance costs (Notes 24 and 30) | (163,707) | (1) | (158,325) | (1) |
| Share of profit or loss of subsidiaries and associates (Notes 4 and 12) | 141,104 | 1 | 456,158 | 4 |
| Total non-operating income and expenses | 330,214 | 3 | 469,862 | 4 |
| PROFIT BEFORE INCOME TAX FROM CONTINUING OPERATIONS | 2,255,472 | 20 | 2,145,295 | 20 |
| INCOME TAX EXPENSE (Notes 4 and 25) | (471,082) | (4) | (384,315) | (3) |
| NET PROFIT FOR THE YEAR | 1,784,390 | 16 | 1,760,980 | 17 |
| OTHER COMPREHENSIVE INCOME | ||||
| Items that will not be reclassified subsequently to profit or loss: | ||||
| Remeasurement of defined benefit plans (Note 21) | 63,996 | 1 | 3,716 | - |
| Unrealized gain on investments in equity instruments at fair value through other comprehensive income | 10,688 | - | 19,554 | - |
| (Continued) |
46
SINYI REALTY INC.
STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars, Except Earnings Per Share)
| 2024 | 2023 | |||
|---|---|---|---|---|
| Amount | % | Amount | % | |
| Share of other comprehensive income of subsidiaries and associates accounted for using the equity method | $ 57,195 | - | $ 5,519 | - |
| Income tax expense relating to items that will not be reclassified subsequently to profit or loss (Note 25) | (12,799) | - | (743) | - |
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating the financial statements of foreign operations | 697,372 | 6 | (315,511) | (3) |
| Share of other comprehensive income of subsidiaries accounted for using the equity method | 248 | - | - | - |
| Other comprehensive income (loss) for the year, net of income tax | 816,700 | 7 | (287,465) | (3) |
| TOTAL COMPREHENSIVE INCOME FOR THE YEAR | $ 2,601,090 | 23 | $ 1,473,515 | 14 |
| EARNINGS PER SHARE (Note 26) | ||||
| From continuing operations | ||||
| Basic | $ 2.42 | $ 2.39 | ||
| Diluted | $ 2.42 | $ 2.39 |
The accompanying notes are an integral part of the financial statements.
(Concluded)
SINYI REALTY INC.
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| Ordinary Shares | Capital Surplus | Retained Earnings | Other Equity | Total Equity | |
|---|---|---|---|---|---|
| Legal Reserve | Special Reserve | Unappropriated Earnings | Exchange Differences on Translating Foreign Operations | Unrealized Gain (Loss) on Investments in Equity Instruments at Fair Value through Other Comprehensive Income | |
| BALANCE AT JANUARY 1, 2023 | $ 7,368,465 | $ 63,790 | $ 2,762,813 | $ 1,061,567 | $ 1,518,347 |
| Appropriation of 2022 earnings | |||||
| Legal reserve | - | - | 134,122 | - | (134,122) |
| Special reserve | - | - | - | (105,568) | 105,568 |
| Cash dividends | - | - | - | - | (884,216) |
| Difference between consideration and carrying amount of subsidiaries acquired | - | - | - | - | (77) |
| Net profit for the year ended December 31, 2023 | - | - | - | - | 1,760,980 |
| Other comprehensive income (loss) for the year ended December 31, 2023, net of income tax | - | - | - | - | 2,829 |
| Total comprehensive income (loss) for the year ended December 31, 2023 | - | - | - | - | 1,763,809 |
| BALANCE AT DECEMBER 31, 2023 | 7,368,465 | 63,790 | 2,896,935 | 955,999 | 2,369,309 |
| Appropriation of 2023 earnings | |||||
| Legal reserve | - | - | 176,373 | - | (176,373) |
| Special reserve | - | - | - | 290,294 | (290,294) |
| Cash dividends | - | - | - | - | (1,178,954) |
| Net profit for the year ended December 31, 2024 | - | - | - | - | 1,784,390 |
| Other comprehensive income for the year ended December 31, 2024, net of income tax | - | - | - | - | 51,755 |
| Total comprehensive income (loss) for the year ended December 31, 2024 | - | - | - | - | 1,836,145 |
| Disposal of investments in equity instruments at fair value through other comprehensive income | - | - | - | - | 8,927 |
| BALANCE AT DECEMBER 31, 2024 | $ 7,368,465 | $ 63,790 | $ 3,073,308 | $ 1,246,293 | $ 2,568,760 |
The accompanying notes are an integral part of the financial statements.
SINYI REALTY INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before income tax | $ 2,255,472 | $ 2,145,295 |
| Adjustments for: | ||
| Depreciation expenses | 573,447 | 575,024 |
| Amortization expenses | 21,745 | 21,124 |
| Expected credit loss (reversed) recognized on trade receivables | 246 | (222) |
| Net loss on financial assets and liability at fair value through profit or loss | 1,043 | 386 |
| Finances costs | 163,707 | 158,325 |
| Interest income | (60,994) | (16,974) |
| Dividend income | (6,062) | (1,115) |
| Share of profit of subsidiaries and associates | (141,104) | (456,158) |
| Loss on disposal of property, plant and equipment | 4,026 | 2,822 |
| Gain on disposal of investment properties | (2,009) | (15,186) |
| Impairment loss recognized on non-financial assets | - | 10,360 |
| Changes in operating assets and liabilities | ||
| Financial assets mandatorily classified as at fair value through profit or loss | (2,500) | (2,500) |
| Notes receivable | 22,036 | (19,969) |
| Trade receivables | (15,237) | (310,301) |
| Trade receivables from related parties | 65,227 | (43,041) |
| Other receivables | 7,507 | 4,392 |
| Other receivables from related parties | 2,444 | 14,799 |
| Other current assets | (29,524) | (752) |
| Notes payable | (10) | 10 |
| Other payables | (346,307) | 678,663 |
| Other payables from related parties | 9,849 | 15,969 |
| Other current liabilities | (36,672) | 60,007 |
| Other operating liabilities | 260,812 | (458,787) |
| Cash generated from operations | 2,747,142 | 2,362,171 |
| Interest received | 48,672 | 16,307 |
| Interest paid | (174,032) | (139,974) |
| Income tax paid | (583,584) | (276,130) |
| Net cash generated from operating activities | 2,038,198 | 1,962,374 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of financial assets at fair value through other comprehensive income | (38,352) | (3,835) |
| Proceeds from capital reduction of financial assets at fair value through other comprehensive income | - | 10,000 |
| Purchase of long-term investments through equity method | (1,775,278) | (487,222) |
| Proceeds from capital reduction of subsidiaries through equity method | 1,987,629 | 365,279 |
| Payments for property, plant and equipment | (151,602) | (99,624) |
49
Proceeds from disposal of property, plant and equipment
90
97
(Continued)
50
SINYI REALTY INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
(In Thousands of New Taiwan Dollars)
| 2024 | 2023 | |
|---|---|---|
| Increase in refundable deposits | $ (1,702) | $ - |
| Decrease in refundable deposits | - | 5,982 |
| Increase in other receivables from related parties | (400,092) | - |
| Decrease in other receivables from related parties | - | 1,249,901 |
| Payments for intangible assets | (4,714) | (21,808) |
| Payments for investment properties | - | (47,220) |
| Proceeds from disposal of investment properties | 38,900 | 81,989 |
| Decrease in finance lease receivables | 244 | - |
| Increase in other financial assets | (997,120) | (92,032) |
| Increase in other non-current assets | (537) | (2,989) |
| Dividends received | 44,446 | 50,840 |
| Net cash (used in) generated from investing activities | (1,298,088) | 1,009,358 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Increase in short-term borrowings | - | 1,398,621 |
| Decrease in short-term borrowings | (900,002) | - |
| Repayment of bonds payable | - | (3,700,000) |
| Proceed from long-term borrowings | 63,250,286 | 30,600,461 |
| Repayments of long-term borrowings | (62,400,000) | (29,550,678) |
| Increase in guarantee deposits received | 1,192 | - |
| Decrease in guarantee deposits received | - | (6,710) |
| Increase in other payables to related parties | 101,090 | 1,524,310 |
| Repayment of the principal portion of lease liabilities | (437,852) | (452,968) |
| Dividends paid to owners of the Company | (1,178,954) | (884,216) |
| Net cash used in financing activities | (1,564,240) | (1,071,180) |
| EFFECTS OF EXCHANGE RATE CHANGES ON THE BALANCE OF CASH HELD IN FOREIGN CURRENCIES | (111,090) | (3,011) |
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (935,220) | 1,897,541 |
| CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR | 2,499,435 | 601,894 |
| CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR | $ 1,564,215 | $ 2,499,435 |
The accompanying notes are an integral part of the financial statements. (Concluded)
Attachment 9
Sinyi Realty Inc.
Articles of Incorporation
Comparison Table of Amendments
| Amended articles | Original articles | Description of amendment |
|---|---|---|
| Article 20 | ||
| When it is determined that the Company has profit for a fiscal year, At least 10% of the profit exclusive of employees' and directors' remunerations shall be employees' remunerations which include at least 8% of the profit shall be non-executive employees' remunerations. The employees' remunerations shall be resolved by the Company's board of the directors for the amount by means of new share issuance or cash. The employees to receive the remuneration may include employees serving with affiliates who meet specific requirements. Such specific requirements shall be prescribed by the board of directors. Not more than 1% of the profit exclusive of employees' and directors' remunerations shall be directors' remunerations. A report of such distribution of employees' (including non-executive employees') and directors' remuneration shall be submitted to the shareholders' meeting. However, the Company may provide the employees' and directors' remuneration according to the ratios in the preceding paragraph after the accumulated losses have been covered. | Article 20 | |
| When it is determined that the Company has profit for a fiscal year, at least 1% of the profit exclusive of employees' and directors' remunerations shall be employees' remuneration which shall be resolved by the Company's board of the directors for the amount by means of new share issuance or cash. in of amount shall be allocated as employee bonus. The employees to receive the remuneration may include employees serving with affiliates who meet specific requirements. Such specific requirements shall be prescribed by the board of directors. Not more than 1% of the profit exclusive of employees' and directors' remunerations shall be directors' remunerations. A report of such distribution of employees' (including non-executive employees') and directors' remuneration shall be submitted to the shareholders' meeting. However, the Company may provide the employees' and directors' remuneration according to the ratios in the preceding paragraph after the accumulated losses have been covered. | In accordance with the revised Article 14 of the Securities and Exchange Act, the Company specifies in its articles of incorporation that a certain percentage of its annual earnings shall be allocated for salary adjustments or compensation distributions for its non-executive employees. The non-executive employees are those who are exclusive of the Company's executive managers. The specified percentage is decided with reference of the percentage of employees' remunerations distributed to the employees exclusive of the executives for the latest 5 years. | |
| Article 22 | ||
| This Articles of Incorporation was established on December 23, 1986. | ||
| ... | ||
| The thirty-seventh amendment was made on May 19, 2022. | ||
| The thirty-eighth amendment was made on May 21, 2025. | Article 22 | |
| This Articles of Incorporation was established on December 23, 1986. | ||
| ... | ||
| The thirty-seventh amendment was made on May 19, 2022. | Additions to the date of the newest revision. |
Attachment 10
Sinyi Realty Inc.
Procedures for Lending Funds to Other Parties
Comparison Table of Amendments
| Clause | Amended articles | Original articles | Description of amendment |
|---|---|---|---|
| Article 3 | Before making a loan of funds to others, the Company shall carefully evaluate whether the loan is in compliance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies and the Procedures, and shall submit, together with the evaluation result to the Audit Committee for approval and then resolved by the board of directors. The board of directors shall not empower any other person to make such decision. Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted by the lender's board of directors pursuant to the paragraph 1, article 6, paragraph 1, or article 9, paragraph 2 of the Article and the Chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. The "certain monetary limit" mentioned | Before making a loan of funds to others, the Company shall carefully evaluate whether the loan is in compliance with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies and the Procedures, and shall submit, together with the evaluation result to the Audit Committee for approval and then resolved by the board of directors. The board of directors shall not empower any other person to make such decision. Loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for approval of Audit Committee and then for a resolution by the board of directors pursuant to the paragraph 1 of the Article and the Chairperson may be authorized, for a specific borrowing counterparty, within a certain monetary limit resolved by the board of directors, and within a period not to exceed one year, to give loans in installments or to make a revolving credit line available for the counterparty to draw down. The "certain | 1. In accordance with Paragraph 2 of Article 14 of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees," revise wordings of Paragraph 2 to specify the detailed procedures required when loans of funds between the Company and its subsidiaries, or between its subsidiaries occur. |
| 2. To simplify the procedure for subsidiary fund lending, delete the requirements of loans of funds between the Company and its subsidiaries, or between its subsidiaries, shall be submitted for approval of Audit Committee and then for a resolution by the board of directors. The revised requirements in Article 9 shall be followed instead. |
| above shall be in compliance with the preceding paragraph. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the Company. ... | monetary limit" mentioned above shall be in compliance with the preceding paragraph. In addition, the authorized limit on loans extended by the Company or any of its subsidiaries to any single entity shall not exceed 10% of the net worth on the most current financial statements of the Company. ... | ||
|---|---|---|---|
| Article 6 | The Company's proposal to lend funds to others shall include an analysis of the necessity and reasonableness of the loan, the impact on the Company's operational risk, financial condition, and shareholders' equity, as well as whether collateral should be obtained and the assessed value of such collateral. A credit investigation and risk assessment report shall be prepared accordingly. The loan may only be executed after obtaining approval from the Audit Committee and a resolution by the board of directors. The Company's procedures of lending of funds were as follows, and shall be in accordance with the relevant internal process: 1. Application: Any borrower, applying for a loan from the Company, shall submit application or a letter, stating in detail the loan amount requested, term and purpose. 2. Credit checking: (1)The first-time borrower shall provide certain basic information and | The Company's procedures of lending of funds were as follows, and shall be in accordance with the relevant internal process: 1. Application: Any borrower, applying for a loan from the Company, shall submit application or a letter, stating in detail the loan amount requested, term and purpose. 2. Credit checking: (1)The first-time borrower shall provide certain basic information and financial data to the Company's financial | 1. In accordance with Article 9 of the "Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees," add a new first paragraph to specify the detailed review procedures required when the Company proposes to lend funds to others. 2. Move the original first paragraph to the second paragraph. |
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| financial data to the Company’s financial division to pass the data on to the legal department or internal auditor to facilitate the evaluation and credit checking. | division to pass the data on to the legal department or internal auditor to facilitate the evaluation and credit checking. | ||
|---|---|---|---|
| Article 9 | If a subsidiary of the Company intends to lend funds to others in need of business, the Company shall order the subsidiary to adopt operational procedures of lending funds to other parties pursuant to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies submitted to the subsidiary’s shareholders meeting for approval after the resolution of its board of directors and the Company’s approval. Any amendment is subject to the same procedures. “The Company’s approval” mentioned above means the approval process from the Company’s financial department to the Chairperson. When proposing to lend funds to another, the subsidiary shall assess in detail the reasonableness and necessity of the loan to others, and its impact on the Company’s operational risk, financial condition, and shareholders’ equity, as well as whether collateral shall be obtained and the assessed value of the collateral. The assessment results shall be formed as credit checking and risk | If a subsidiary of the Company intends to lend funds to others in need of business, the Company shall order the subsidiary to adopt operational procedures of lending funds to other parties pursuant to the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies submitted to the subsidiary’s shareholders meeting for approval after the resolution of its board of directors and the Company’s approval. Any amendment is subject to the same procedures. “The Company’s approval” mentioned above means the approval process from the Company’s financial department to the Chairperson. When proposing to lend funds to another, the subsidiary shall assess in detail the reasonableness and necessity of the loan to others, and its impact on the Company’s operational risk, financial condition, and shareholders’ equity, as well as whether collateral shall be obtained and the assessed value of the collateral. The assessment results shall be formed as credit checking and risk | 1. To simplify the operational procedures of the Company’s Audit Committee and Board of Directors, the requirement for the Company’s subsidiaries to obtain approval from the Audit Committee and Board of Directors before lending funds to others has been revised by modifying part of the wording in Paragraph 2 and deleting Paragraph 3. |
| 2. Additionally, a new Paragraph 3 has been added, stipulating that when the Company’s subsidiaries engage in intercompany fund lending, they must notify the Company’s finance department and obtain approval from the Chairperson. | |||
| 3. Except as provided in the newly added Paragraph 3, when a subsidiary engages in fund lending, if the lending target and conditions meet any of the three newly added circumstances, the approval of the Company’s Audit Committee and Board of Directors is still required. In all other cases, the decision shall be made by the Board of Directors of the lending subsidiary in accordance with the relevant regulations, and Paragraph 4 has been added accordingly. | |||
| For subsidiaries whose fund lending counterparties are wholly owned (100% voting |
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| evaluation report submitted to the subsidiary’s board of directors for approval. The Company's subsidiaries engaging in fund lending transactions with other subsidiaries shall notify the Company's finance department and obtain approval from the Company's chairperson. In addition to the provisions of the preceding paragraph, the loan of funds of a subsidiary of the Company shall be approved by the Audit Committee and the Board of Directors of the Company if the borrowers are:
1. Those which are not the Company or a subsidiary of the Company, and the amount of loans exceeds NT$10 million;
2. Subsidiaries in which the Company directly or indirectly holds less than 80% of the voting shares, and the amount of capital loans exceeds NT$10 million;
3. Subsidiaries in which the Company directly or indirectly holds more than 80% but less than 100% of the voting shares, and the amount of capital loans exceeds NT$100 million.
If a subsidiary of the Company lends funds to a subsidiary in which the Company directly or indirectly holds 100% of the voting shares, and the loan amount exceeds NT$100 million, in addition to complying with the provisions of Paragraph 3, the transaction must also be | evaluation report submitted to the subsidiary’s board of directors for approval and then the Company’s approval. “The Company’s approval” means submission to the Company’s Audit Committee for approval and then to the Company’s board of directors for a resolution. | shares) subsidiaries of the Company, the risk is deemed minimal. Therefore, except as stipulated in Paragraph 3. However, if the amount exceeds NT$100 million, it must be submitted for acknowledgment at the most recent Audit Committee and Board of Directors meetings of the Company. This provision is added as Paragraph 5. |
| --- | --- | --- |
56
Attachment 11
Sinyi Realty Inc.
Procedures for Endorsements and Guarantees
Comparison Table of Amendments
| Clause | Amended articles | Original articles | Description of amendment |
|---|---|---|---|
| Article 3 | The Company makes endorsements and guarantees only for the following companies: | ||
| 1. Any company with which the Company has business relations. | |||
| 2. Any subsidiaries in which the Company directly and indirectly owns more than 50 percent of the voting shares. | |||
| 3. Any parent company which directly and indirectly owns more than 50 percent of the voting shares of the Company. | |||
| Subsidiaries whose voting shares are at least 90% owned, directly and indirectly, by the Company may provide endorsements and/or guarantees to each other, and the accumulated total amount of such endorsement/guarantee | The Company makes endorsements and guarantees only for the following companies: | ||
| 1. Any company with which the Company has business relations. | |||
| 2. Any subsidiaries in which the Company directly and indirectly owns more than 50 percent of the voting shares. | |||
| 3. Any parent company which directly and indirectly owns more than 50 percent of the voting shares of the Company. | |||
| Subsidiaries whose voting shares are at least 90% owned, directly and indirectly, by the Company may provide endorsements and/or guarantees to each other, and the accumulated total amount of such endorsement/guarantee | Refine the wording. |
57
| shall not exceed 10% of the Company’s net worth. The limitation above shall not apply to endorsement/guarantee made between subsidiaries whose voting shares are 100% owned directly and indirectly by the Company. “Subsidiary” and “parent company” as referred to in the Procedures are determined according to the International Financial Reporting Standards, and “net worth” in the Procedures means the equity attributable to owners of the parent in the balance sheet. | shall not exceed 10% of the Company’s net worth. The limitation above shall not apply to endorsement/guarantee made between subsidiaries whose voting shares are 100% owned directly and indirectly by the Company. “Subsidiary” and “parent company” as referred to in the Procedures are determined according to the International Financial Reporting Standards, and “net worth” in the Procedures means the equity attributable to owners of the parent in the balance sheet. | ||
|---|---|---|---|
| Article 5 | Any endorsement and/or guarantee to be provided by the Company shall analyze their necessity and rationality, as well as the impact on the Company’s operational risks, financial condition, and shareholder equity. Additionally, it shall be evaluated with the “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies” and the Procedures. The department in charge shall then provide a proposal stating the company providing endorsement and/or guarantee, the recipient, the type, reasons, the amount, results of risk assessment, the content to acquire collateral, and the condition and the date of endorsement and/or guarantee dissolution; the credit investigation and risk assessment report shall be prepared and report to the board and take effect after | Any endorsement and/or guarantee to be provided by the Company shall be evaluated with the “Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies” and the Procedures. The department in charge shall then provide a proposal stating the company providing endorsement and/or guarantee, the recipient, the type, reasons, the amount, results of risk assessment, the content to acquire collateral, and the condition and the date of endorsement and/or guarantee dissolution; such a proposal shall report to the board and take effect after the approval by the board. | 1. In accordance with Article 17 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees”, the wording in Paragraph 1 has been revised to specify the detailed review procedures required when the Company proposes an endorsement or guarantee. |
| 2. Refine the wording. |
58
| the approval by the board. A pre-determined limit of NT$3 million may be delegated to the Chairperson by the Board of Directors to facilitate execution and such endorsement and/or guarantee shall be reported to the most upcoming Board of Directors' Meeting for ratification. When a guarantee is made for a foreign company, the letter of guarantee issued by the Company shall be signed by the authorized person designated by the board. ... | A pre-determined limit of NT$30,000,000 may be delegated to the Chairperson by the Board of Directors to facilitate execution and such endorsement and/or guarantee shall be reported to the most upcoming Board of Directors' Meeting for ratification. When a guarantee is made for a foreign company, the letter of guarantee issued by the Company shall be signed by the authorized person designated by the board. ... | ||
|---|---|---|---|
| Article 12 | When endorsement/guarantee extended to other parties is contemplated by the Company's subsidiary, the Company shall mandate the subsidiary to establish relevant procedures for endorsement/guarantee in accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies". Such procedures shall be approved by the subsidiary's Board of Directors and the Company, and become effective upon the approval of Shareholders' Meeting of the subsidiary. Any amendment is subject to the same procedures. Approval by the Company mentioned above means the approval process from the Company's financial department to the Chairperson. | When endorsement/guarantee extended to other parties is contemplated by the Company's subsidiary, the Company shall mandate the subsidiary to establish relevant procedures for endorsement/guarantee in accordance with the "Regulations Governing Loaning of Funds and Making of Endorsements/ Guarantees by Public Companies". Such procedures shall be approved by the subsidiary's Board of Directors and the Company, and become effective upon the approval of Shareholders' Meeting of the subsidiary. Any amendment is subject to the same procedures. Approval by the Company mentioned above means the approval process from the Company's financial department to the Chairperson. | 1. To streamline the operational procedures of the Company's Audit Committee and Board of Directors, the requirement for a subsidiary to obtain approval from the Company's Audit Committee and Board of Directors before providing an endorsement or guarantee for others has been revised. The amended Paragraph 2 now stipulates that the subsidiary shall notify the Company's finance department and obtain approval from the Chairperson of the Board. |
| 2. To streamline the operational procedures of the Company's Audit Committee and Board of Directors, and considering that Article 3, Paragraph 2 already regulates endorsements and guarantees between subsidiaries in which the Company directly or indirectly holds 90% or more of the voting shares, |
59
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| | Any endorsement and/or guarantee to be provided by the Company’s subsidiaries shall be evaluated the necessity and rationality of the endorsement/guarantee, the impact towards the Company’s operating risk, financial position and shareholders' equity, and then a credit and risk evaluation report shall be produced and submitted to the subsidiary's Board of Directors and notify the Company’s finance department and approval from the Chairperson shall be obtained before proceeding. | Any endorsement and/or guarantee to be provided by the Company’s subsidiaries shall be evaluated the necessity and rationality of the endorsement/guarantee, the impact towards the Company’s operating risk, financial position and shareholders' equity, and then a credit and risk evaluation report shall be produced and submitted to the subsidiary's Board of Directors and the Company’s for approval. Approval by the Company mentioned above means being approved by the Audit Committee and submitted to the Board of Directors for a resolution. The endorsement/guarantee made between the subsidiaries, whose voting shares are at least 90% owned, directly or indirectly, by the Company, shall be approved by the Audit Committee and submitted to the Board of Directors for a resolution. | Paragraph 3 has been deleted.
3. In addition to the amendments to Paragraph 2, when a subsidiary provides an endorsement or guarantee, if the recipient and conditions meet any of the three newly added circumstances, approval from the Company’s Audit Committee and Board of Directors is still required. In all other cases, the decision shall be made by the subsidiary’s Board of Directors in accordance with the relevant regulations. Accordingly, Paragraph 3 has been added.
4. For endorsements and guarantees provided to subsidiaries in which the Company directly or indirectly holds 100% of the voting shares, given their lower management risk, the procedure has been adjusted. In addition to complying with Paragraph 2, if the amount exceeds NT$100 million, it must be submitted for acknowledgment at the most recent Audit Committee and Board of Directors meeting. Accordingly, Paragraph 4 has been added. |
| --- | --- | --- | --- |
| | When a subsidiary of the Company provides an endorsement guarantee, the endorsement guarantee shall be subject to one of the following items, and in addition to the provisions of the preceding paragraph, it shall be approved by the Audit Committee and the Board of Directors of the Company:
1. Those who are not the Company or its subsidiaries and whose endorsement guarantee amount exceeds NT$10 million;
2. Subsidiaries in which the Company directly or indirectly holds less than 80% of the voting shares, and the endorsement guarantee amount exceeds NT$5 million;
3. Subsidiaries in which the Company directly or indirectly holds more than | | |
| | 80% but less than 100% of
the voting shares, and the
amount of endorsement
guarantee exceeds NT$100
million.
If the Company's
subsidiaries provide
endorsement guarantees to
subsidiaries of the
Company that directly or
indirectly hold 100% of the
voting shares, and the
amount of the endorsement
guarantee exceeds NT$100
million, it shall be
submitted to the
Company’s Audit
Committee and the Board of
Directors for recognition at
the latest meeting. | | |
| --- | --- | --- | --- |
61
Attachment 12
Sinyi Realty Inc.
Details of the Nominated Candidate Accompanied with Her Education and Main Working Experience
| No. | Title | Name | Sex | Education | Positions at present and main working experience | No. of Shares Held |
|---|---|---|---|---|---|---|
| 1 | Director | Chou, Ken-Yu | male | Master of Entertainment Technology Center, Carnegie Mellon University | Positions at present : | |
| • Chairperson of the Company | ||||||
| • Chief Transformation Officer of the Company | ||||||
| • Chairperson of Yu Hao Co., Ltd. | ||||||
| • Director of Sinyi Culture Foundation | ||||||
| Main working experience : | ||||||
| • Vice Chairperson of the Company | ||||||
| • Vice General Manager of the Company's Digital Intelligence Center | ||||||
| • Senior Manager of Real Estate Agent Division | 20,307,354 | |||||
| 2 | Director | Chou, Chun-Chi | male | Bachelor of Dept. of Law, Chinese Culture University | Positions at present : | |
| • Director of the Company | ||||||
| • Managing Director of Commerce Development Research Institute | ||||||
| • Director of Prospect Hospitality Co., Ltd. | ||||||
| • Director of Chinese Television System Corp. | ||||||
| • Chairperson of Sinyi Culture Foundation | ||||||
| • Director of Taiwan Regional Revitalization Foundation | ||||||
| • Director of China University of Technology | ||||||
| Main working experience : | ||||||
| • Chairperson of the Company | ||||||
| • General Manager of the Company | 9,378,622 | |||||
| 3 | Director | Chen, Li-Shin | female | EMBA, Institute of Business Administration, National Chung Hsing University | Positions at present : | |
| • General Manager of the Company | ||||||
| • Chairperson of Sinyi Global Management Inc. | ||||||
| Main working experience : | ||||||
| • Vice General Manager of Digital Intelligence Center | ||||||
| • Vice General Manager of Real Estate Agent Division of the Company | ||||||
| • Senior Manager of Management Information System (MIS) Department of the Company | 511,446 | |||||
| 4 | Independent Director | Lee, Yi-Li | female | Master of Business Administration Rutgers University BBA in Finance, National | Positions at present : | |
| • Vice Chairperson of Maywufa Co, Ltd. | ||||||
| • Chairperson of PhytoHealth Corp. | ||||||
| • Chairperson and CEO of AmCad | 0 |
| No. | Title | Name | Sex | Education | Positions at present and main working experience | No. of Shares Held |
|---|---|---|---|---|---|---|
| Taiwan University | BioMed Corp. | |||||
| • Chairperson of Broadsound Corp. | ||||||
| • Director of Maywufa Cosmetics (Shanghai) Ltd. | ||||||
| • Director of Taiwan Incubator SME Development Corporation | ||||||
| • Director of Lutna Corporation | ||||||
| Main working experience : | ||||||
| • Senior Vice President of Standard Chartered Bank (Taiwan) Limited, Global Enterprise Division | ||||||
| • Vice President of Credit Agricole Corporate and Investment Bank | ||||||
| • Manager of Citi Taiwan Ltd. | ||||||
| 5 | Independent Director | Wu, Chih-Wei | male | Master of Business Administration, California State University | Positions at present : | |
| • Director of Longchen Paper & Packaging Co., Ltd. | ||||||
| • Independent Director of Innolux Corp. | ||||||
| • Independent Director of Preferred Bank | ||||||
| Main working experience : | ||||||
| • CEO of Credit Suisse (Taiwan) | ||||||
| • Executive chairperson of Standard Chartered Bank Taiwan | ||||||
| • General manager of Hsinchu International Bank | 0 | |||||
| 6 | Independent Director | Lin, Wen-Jeng | male | PhD in Industrial Relations and Human Resource Management, Michigan State University, USA | Positions at present : | |
| • Associate Professor of Institute of Human Resources Management, National Central University | ||||||
| • Adjunct Associate Professor of Department of Business Management, National Taiwan University | ||||||
| • Chairperson of Labor Research Data Center | ||||||
| • Independent Director of YoungQin International Co., Ltd. | ||||||
| • Independent Director of MAYO Human Capital Inc. | ||||||
| • Member of Remuneration Committee, TTY Biopharm Company Limited | ||||||
| Main working experience : | ||||||
| • Director of Institute of HRM, National Central University | ||||||
| • EMBA Director of College of Management, National Central University | ||||||
| • Associate Dean of College of Management, National Central University | ||||||
| • Member of Remuneration Committee, Amed Co., Ltd. | 0 |
| No. | Title | Name | Sex | Education | Positions at present and main working experience | No. of Shares Held |
|---|---|---|---|---|---|---|
| 7 | Independent Director | Chen, Shu-Chuan | female | Master of Business Administration in International Finance, National Taipei University | Positions at present : | |
| • Chairperson of EasyCard Investment Holdings Co., Ltd. | ||||||
| • Director of EasyCard Corporation | ||||||
| • Independent Director of IBF Financial Holdings Co., Ltd. | ||||||
| • Independent Director of International Bills Finance Corp. | ||||||
| • Independent Director of Shieh Yih Machinery Industry Co., Ltd. | ||||||
| • Independent Non-executive Director of FIH Mobile Limited | ||||||
| Main working experience : | ||||||
| • General Manager, Vice President, Taipei Branch, The Bank of New York Mellon | ||||||
| • Chief Representative of Commerzbank Taipei Office and Head of Taiwan | 0 |
64
Attachment 13
Sinyi Realty Inc.
List of the Companies Released from the Restriction of the Competitive Business
| Name of director | Company and title when participating in competitive business | |
|---|---|---|
| Chou Chun-Chi | An-Sin Real Estate Management Ltd. | Chairperson |
| An-Shin Real Estate Management Ltd. | Director | |
| Yu Heng Co.,Ltd. | Chairperson | |
| Chou Ken-Yu | Yu Heng Co.,Ltd. | Supervisor |
| Lee Yi-Li | Maywufa Company Ltd. | Vice Chairperson |
| Chen Shu-Chuan | EasyCard Investment Holdings Co., Ltd. | Chairperson |