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CMT — Annual Report 2020
Sep 7, 2021
52166_rns_2021-09-07_b03edba0-5386-4a0b-b4c9-01df349ecb9d.pdf
Annual Report
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Annual Report 2020
June 4, 2021 http://www.cmt.tw
TWSE MOPS: http://mops.twse.com.tw Stock Code: 2612
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Spokesperson:
James Tarng Vice President, Shipping +886-2-2396 3282 ext.670 [email protected]
Deputy Spokesperson:
Derry Sun Vice President, Finance +886-2-2396 3282 ext.842 [email protected]
Headquarters:
9F, No. 15, Sec. 1, Jinan Road, Taipei 10051, Taiwan (R.O.C.) +886-2- 2396 3282
Stock Transfer Agent:
KGI Securities
4F, No. 2, Sec. 1, Chongqing S. Road, Zhongzheng Dist., Taipei, Taiwan (R.O.C.) +886-2-2314 8800
Website: www.kgieworld.com.tw
Auditor:
KPMG Samuel Au, Isabella Lou 68F, No. 7, Sec. 5, Xinyi Road, Taipei City 11049, Taiwan (R.O.C.) +886-2-8101 6666 Website: www.kpmg.com.tw
Overseas Securities Exchange: None
Corporate Website: http://www.cmt.tw
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Contents
1. Letter to Shareholders ........................................................................................... 1 2. Corporate Information ........................................................................................... 3 2.1 Date of Establishment .............................................................................................. 3 2.2 Company History...................................................................................................... 3 3. Corporate Governance .......................................................................................... 6 3.1 Organization ............................................................................................................. 6 3.2 Directors, Supervisors and Executive Officers ......................................................... 8 3.3 Remuneration to Directors, Supervisors, and Executive Officers ........................... 13 3.4 Corporate Governance Implementation ................................................................. 23 3.5 CPA Fees ............................................................................................................... 46 3.6 CPA Replacement .................................................................................................. 46 3.7 Disclosures on the Company’s Chair, President, Finance Manager or Accounting Manager Having Been Employed by the Company’s CPA Firm or Any of Its Subsidiaries or Affiliates in the Last Fiscal Year .................................................... 46 3.8 Changes in the Shareholdings of Directors, Supervisors, Executive Officers and Major Shareholders in the Last Fiscal Year and as of the Publication Date of This Report.................................................................................................................... 47 3.9 Top Ten Shareholders and Disclosures of Familial Relationships ......................... 48 3.10 Shareholdings and Syndicated Shareholdings in the Same Investee Company by the Company and Its Directors, Supervisors, Executive Officers, and Investee Companies under Direct or Indirect Control ......................................................... 49 4. Capital Overview ................................................................................................... 50 4.1 Equity and Shares.................................................................................................. 50 4.2 Corporate Bonds .................................................................................................... 55 4.3 Preferred Stock ...................................................................................................... 56 4.4 Global Depository Receipts ................................................................................... 56 4.5 Employee Stock Options ........................................................................................ 56 4.6 Restricted Stock Awards ........................................................................................ 56 4.7 New Share Issuance from Merger, Acquisition or Transfer of Shares ................... 56 4.8 Capital Utilization Plan and Implementation ........................................................... 56
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5. Operations ............................................................................................................... 57 5.1 Our Businesses ...................................................................................................... 57 5.2 Market, Production and Sales ................................................................................ 57 5.3 Employee Information ............................................................................................ 63 5.4 Environmental Expenditures .................................................................................. 64 5.5 Labor Relations ...................................................................................................... 64 5.6 Major Contracts ...................................................................................................... 66 6. Financial Position ................................................................................................. 67 6.1 Five-Year Financial Overview ................................................................................ 67 6.2 Five-Year Financial Analysis .................................................................................. 71 6.3 Supervisors’ Report on the Last Fiscal Year’s Financial Statement ....................... 75 6.4 Financial Statement for the Last Fiscal Year .......................................................... 76 6.5 Parent Company-only Financial Statement for the Last Fiscal Year .................... 144 6.6 Evaluation Basis for Asset & Liability Valuation Provisions .................................. 203 6.7 Financial Product Valuation ................................................................................. 203 6.8 Financial Difficulties and Impact on the Company and Its Affiliates ..................... 203 7. Financial Performance and Risk Management ........................................ 204 7.1 Financial Status ................................................................................................... 204 7.2 Financial Performance ......................................................................................... 205 7.3 Cash Flow ............................................................................................................ 206 7.4 Financial Impact of Major Capital Expenditures in the Last Fiscal Year............... 206 7.5 Reinvestment Policies and Investment Plans in Upcoming Year ......................... 206 7.6 Risk Management ................................................................................................ 207 7.7 Other Material Information ................................................................................... 209 8. Special Disclosures ........................................................................................... 210 8.1 Affiliate Overview .................................................................................................. 210 8.2 Private Placement Securities ............................................................................... 216 8.3 Affiliate Holdings in the Company and Share Disposal ........................................ 216 8.4 Other Required Supplementary Information ......................................................... 216 8.5 Events with Material Impact on Equity or Share Price .......................................... 216
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1. Letter to Shareholders
Dear Shareholders,
COVID-19 devastated the global economy in 2020. Due to the sharp decline in exports from major mining countries, global iron ore trade volume fell and the bulk shipping market hit rock bottom in the first half of the year. As the pandemic spread around the world, border controls and home quarantine were imposed in all countries. Most services and manufacturing operations were suspended. Although COVID-19 was contained well domestically, economic activity inevitably declined.
In 2020, Chinese Maritime Transport Ltd. earned comprehensive net operating income of NT$3.13 billion and operating income of NT$170 million. Non-operating income and expenses totaled NT$180 million. CMT’s earnings after tax of NT$329 million in 2020 was on par with earnings after tax of NT$324 million in 2019. Earnings per share was NT$1.67.
Prior to the outbreak of COVID-19, the market was anticipating that Brazil’s iron ore exports would bounce back in 2020 in the wake of 2019’s Brumadinho dam disaster. Instead, the pandemic affected port operations around the globe and crew changes were suspended in most ports. Ships were also forced to postpone routine repairs and maintenance. As the pandemic spread from Q1 2020, Brazil’s iron ore production plummeted as well as market confidence and freight rates. The Baltic Exchange Capesize Index (BCI) hit a record-low of -372 points, while the time-charter equivalent (TCE) fell to US$1,992. Supply and demand did not start returning to normal until the end of Q2.
China has recovered strongly from COVID-19 and was the only major economy in the world to report a positive GDP growth rate of 2.3 percent in 2020. Domestic infrastructure, property development, automotive manufacturing and export demand propelled sales of steel products and demand for raw materials. As a result, the average iron ore price in 2020 hit US$108 per tonne. In 2020, China imported a record 1.145 billion tonnes of iron ore, along with 238 million tonnes of coal.
Market supply and demand continued growing in the second half of the year. The BCI reached the highest mark for the year of 4,440 points in Q3, while the highest TCE of US$34,896 was recorded in October. The average BCI and TCE in 2020 were 1,450 points and US$13,070, respectively. During huge market fluctuations in 2020, CMT continued to renew charters throughout the year. Shipping revenues were also on par despite a slight fall of 15.87 percent. Global fleet tonnage remained in surplus in 2020, with large bulk carrier tonnage (deadweight tonnage between 100,000 to 400,000 tonnes) growing by 3.69 percent.
CMT’s container trucking and terminal cost ratio fluctuated with fuel prices. With average cost of goods purchased falling from 2019 to 2020, our container trucking and terminal revenues and profit fell by, respectively, 24 percent and 57 percent amid global container liner mergers, alliances, and pandemic-related delays. In addition, new drivers needed for replacement were in short supply. In 2021, we will make fleet quality and competitiveness a priority.
We are also committed to digital information management and corporate sustainability. As we branch out into different areas, we are cautiously optimistic about our future endeavors.
Due to redevelopment projects in other nearby terminals, we see a great deal of potential in our Taoyuan container terminal presented by land re-development of other terminals. With a number of container terminals exiting the market and the continued development of Port of Taipei, there are challenges to overcome but also new opportunities. Therefore, we are actively reallocating resources to our inland haulage and warehouse logistic operations in preparation for future market changes.
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Looking ahead to 2021, the global bulk shipping market will still be challenged by volatile market fluctuations and unforeseeable circumstances. New COVID-19 variants will emerge rapidly in comparison to the slow rate of vaccination in many countries. At this point, it would be overly optimistic to expect that lockdowns and restrictions will be completely lifted. Major world economies face a long and unpredictable road ahead.
Although China appears to have COVID-19 under control and its economy has firmly recovered, high raw material prices could suppress demand for raw materials including iron ore unless steel mills are able to maintain or improve their margins. While mining operations in Brazil have gradually returned to normal, the industry will be keeping an eye out for unforeseen weather or other disruptions going forward.
Demand for smaller size bulk carriers spiked from the fourth quarter of 2020. With expectations of Brazilian iron ore production rising year on year and Australian iron ore exports growing steadily, the industry is optimistic about Capesize market and it is projected that the bulk shipping market will recover and exceed expectation in 2021.
Close to 100 Capesize ships with deadweight tonnage of over 100,000 tonnes are scheduled for delivery in 2021, but the new environmental regulations have discouraged shipowners to order new ships while scrapping is expected to accelerate in near term. The International Maritime Organization will be passing draft revisions for an Energy Efficiency Existing Ship Index (EEXI) and carbon intensity indicator (CII) to reduce maritime carbon emissions. In the future, ships may resort to slow steaming to reduce fuel consumption. Shipbuilders, meanwhile, will focus on designing efficient vessels powered by renewable energy.
The global shipping and manufacturing supply chain has experienced enormous changes, and China-US trade relations require repairing under the Biden administration. It also remains to be seen the long-term impact China’s troubled trade relationship with Australia will have on demand for dry bulk. International sanctions and disputes will continue to affect the long-term international relations and trade strategies of various countries, while unnecessarily high tariffs could hinder or stall economic development. Whether it’s bulk shipping, container trucking and terminal, CMT will continue to deliver value, reliability and quality through strategic and operational performance review, comprehensive integration of digital information technology, and stronger cooperation with our supply chain partners.
On the tonnage optimization and replacement program, CMT has contracted with Qingdao Beihai Shipbuilding Heavy Industry Co., Ltd. to build two 210,000 DWT Newcastlemax bulker carriers for deliveries in 2023. Focusing on “Smart Ship” standard and to comply with highest criteria of The IMO EEDI Phase III-compliant, energy efficient “eco-ships” will be constructed with advanced technologies to meet the needs of customers whilst fully comply with current and future international environmental regulations.
We will always stay nimble to take advantage of great opportunities and uphold the ESG principles of environmental protection, social responsibility and corporate governance in order to realize our targets of energy conservation, safety management, and regulatory compliance; so we can deliver the greatest possible value to our shareholders and society through our continued commitment to corporate sustainability.
William Peng Chairman
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2. Corporate Information
2.1 Date of Establishment
Date of Incorporation: Jan. 31, 1978 Date of Business License Issuance: March 6, 1978 First Day of Operations: June 1, 1978
Company Headquarters and Branch Offices: Headquarters: 9F, 15 Jinan Road, Section 1, Taipei City (02) 2396-3282
Branch Office: 12F, 15 Jinan Road, Section 1, Taipei City (02) 2396-3780
Taipei Sales Office: 12F, 15 Jinan Road, Section 1, Taipei City (02) 2396-3930
Keelung Office: 6 Gongjian North Road, Qidu District, Keelung City (02) 2451-1439
Taoyuan Office: 641 Zhonghua Road, Bade District, Taoyuan City (03) 369-9172-3
Taichung Office: 472 Ziqiang Road, Taichung Harbor-Related Industrial Park, Wuqi District, Taichung City (04) 2639-3055-7
Kaohsiung Office: 2-1 Dongya Road, Siaogang District, Kaohsiung City (07) 811-5106-9
2.2 Company History
Jan 1978 Company incorporated as Associated Transport Ltd., Inc. with capital of NT$11.38 million from an investment of US$300,000 Jun 1978 Start of operations
Feb 1979 Capital increase by retained earnings to NT$16 million Feb 1982 Capital increase by retained earnings to NT$23 million
Mar 1984 Capital increase by retained earnings to NT$28 million
Apr 1985 Capital increase by retained earnings to NT$40 million Jun 1986 Capital increase by retained earnings to NT$45.3 million
May 1987 Capital increase by cash to NT$95.3 million
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Jun 1988 Capital increase by retained earnings to NT$126.3 million Dec 1989 Capital increase by cash and merger of Associated Transport Ltd. with Mao Lian Transport Ltd. to NT$280 million
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Aug 1990 Capital increase by capital reserve and cash to NT$420 million Oct 1991 Capital increase by capital reserve and cash to NT$504 million Oct 1992 Capital increase by retained earnings to NT$529.2 million Jul 1993 Capital increase by retained earnings to NT$608.58 million Jul 1994 Capital increase by capital reserve to NT$669.438 million Oct 1994 IPO on Taiwan Stock Exchange Mar 1995 Order placed for four 1,500 TEU container ships from CSBC Corp. Sep 1995 Capital increase by capital reserve and retained earnings to NT$830.103 million Oct 1995 ISO 9002 certification received Sep 1996 Capital increase by capital reserve and retained earnings to NT$1.376 billion Jul 1997 Capital increase by retained earnings and cash to NT$1.312 billion May 1998 Delivery of 151,013-DWT Capesize bulk carrier “China Prosperity” Jul 1998 Capital increase by capital reserve and retained earnings to NT$1.653 billion Jul 1999 Capital increase by retained earnings to NT$1.835 billion Aug 2000 Capital increase by retained earnings and capital reserve to NT$2.019 billion Aug 2001 Sale of four 1,500 TEU container ships to Yang Ming Marine Transport Corp. Nov 2001 Delivery of 152,011-DWT Capesize bulk carrier “China Fortune” and 151,688-DWT Capesize bulk carrier “China Act”
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Aug 2002 Company name changed from Associated Transport Ltd. to Chinese Maritime Transport Ltd.
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Jun 2003 Order placed for two Capesize bulk carriers from Shanghai Waigaoqiao Shipbuilding Co.
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Jul 2004 Company name changed to Chinese Maritime Transport Ltd. Sep 2004 Acquisition of United Terminals Ltd. (later renamed CMT Logistics Co., Ltd. in April 2006)
Jun 2005 y Delivery of 175,000-DWT Capesize bulk carrier “China Peace”
- Jul 2005 Capital increase by retained earnings to NT$2.120 billion Jun 2006 Delivery of 175,000-DWT Capesize bulk carrier “China Progress”
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Aug 2006 Capital increase by retained earnings to NT$2.332 billion Sep 2007 Capital increase by retained earnings to NT$2.565 billion; contract received for construction of one 176,000-DWT Capesize bulk carrier to be delivered in 2011 May 2008 Contract received for construction of one 177,000-DWT Capesize bulk carrier to be delivered in 2009 Aug 2009 Delivery of 177,000-DWT Capesize bulk carrier “China Pride” Apr 2010 Order placed for one 206,000-DWT Capesize bulk carrier to be delivered in 2013 May 2010 Order placed for two 203,000-DWT Capesize bulk carriers from CSBC Corp. to be delivered in 2012 Jun 2010 Resolution passed to partner with CPC Corp. and U-Ming Marine Transport Corp. on oil tanker venture “Taiwan Global Energy Maritime Co., Ltd.” Jul 2010 Sale of “China Fortune” (Year Built: 1992) Apr 2011 Sale of “China Prosperity” (Year Built: 1986) Jun 2011 Final shipment of 100 FUSO tractors received
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Nov 2011 Delivery of 203,000-DWT Capesize bulk carrier “China Triumph” by CSBC Corp. Dec 2011 “Sky Blue No. 1” refitted for Tamsui River / Blue Highway cruises
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Jan 2012 Delivery of 203,000-DWT Capesize bulk carrier “China Prosperity” by CSBC Corp. Jul 2012 Delivery of 206,000-DWT Capesize bulk carrier “China Pioneer” by Shanghai Waigaoqiao Shipbuilding Co.
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Apr 2013 Delivery of 206,000-DWT Capesize bulk carrier “China Fortune” by Shanghai Waigaoqiao Shipbuilding Co.
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Jun 2013 Order placed for one 208,000-DWT Capesize bulk carrier from Shanghai Waigaoqiao Shipbuilding Co.
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Aug 2013 Order placed for one 180,000-DWT Capesize bulk carrier from Qingdao Beihai Shipbuilding Heavy Industry Co., Ltd.
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Dec 2013 Order placed for one 180,000-DWT Capesize bulk carrier from Qingdao Beihai Shipbuilding Heavy Industry Co., Ltd.
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Dec 2014 “Sky Blue No. 1” sold
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Aug 2016 Financial Supervisory Commission approves declaration of cash capital reduction; paid-in capital now stand at NT$1,974,845,930. Delivery of 180,000-DWT Capesize bulk carrier “China Harmony” by Qingdao Beihai Shipbuilding Heavy Industry Co., Ltd.
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Jan 2017 Delivery of 208,000-DWT Capesize bulk carrier “China Enterprise” by Shanghai Waigaoqiao Shipbuilding Co.
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Sep 2017 Delivery of 180,000-DWT Capesize bulk carrier “China Honour” by Qingdao Beihai
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Shipbuilding Heavy Industry Co., Ltd.
CMT launched operations on June 1, 1978. In the 43 years since, capital increases and the cash reduction in 2016 have raised paid-in capital from NT$11.38 million to the current NT$1.975 billion. Our primary business arms, operated through wholly owned offshore subsidiaries, include bulk shipping, inland container transportation (haulage), and warehouse logistics. CMT is also the general agent of Saudi Airlines Cargo Co. LLC in Taiwan. In all of our businesses, our quality of service has won praise from shipping and import-export companies.
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3. Corporate Governance
3.1 Organization
3.1.1 Organization Structure: Please refer to the organization chart on the following page. 3.1.2 Primary Departments and Functions
| Department | Functions |
|---|---|
| Shipping | Management of Capesize carrier operations, including sales and purchases, supervision of new ship construction, component and material supply, crew management, and safety inspection |
| Logistics - Trucking |
Long- and short-distance inland haulage; seaport loading; door-to-door service; container depots, cleaning and maintenance |
| Logistics - Terminal |
Cargo terminals; container repair and maintenance; container storage |
| Agency & Travel |
General agent for Saudi Airlines Cargo Co. LLC; travel agency; ticketing services for major domestic and foreign airlines |
| Finance | Accounting system setup; account management; provision of transparent and credible financial information; operations analysis; tax planning; long- and short-term financial planning; fund procurement and payment |
| Information Technology |
Information system setup; information facility maintenance; information security management; efficient provision of operational information to management |
| Personnel | Human resources management; recruiting and hiring; labor insurance; wage and benefit planning; labor relation management |
| General Administration |
General administration; sanitation; maintenance of a safe and healthy working environment |
| Audit Office | Reports directly to the Board of Directors. Execution of audits under the company’s internal control system; legal compliance of operations; annual audit |
| Legal Office | Contract drafting and review; litigation and non-litigation dispute settlement; legal support for operational decisions; legal advice for all departments; legal compliance of operations and protection of legal rights |
| Investment Office |
Investment strategy and planning, assessment, execution, and supervision and management |
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CMT Organization Chart
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Shareholders' Meeting
Supervisors
Compensation Committee Board of Directors
Auditing Office
Chairman's Office &
Board of Directors Chairman
President
Legal Office Investment Office
Functional Departments
Information
Finance General Administration Human
Technology Resources
Business Divisions
Shipping Agency & Travel
Logistics
Trucking Terminal
----- End of picture text -----
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3.2 Directors, Supervisors, President, Vice Presidents, Assistant Vice Presidents, Department and Branch Heads
3.2.1 Directors and Supervisors
3.2.1.1 Names of Directors and Supervisors and Shares Held
| April 25,2021 | April 25,2021 | April 25,2021 | April 25,2021 | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality or Country of Registratio n |
Name (Note 1) |
Gender | Date of Appointment |
Term | First Date of Appointmen t (Note 2) |
Shares Held on Date of Appointment |
Shares Held Currently (Note 2) |
Shares Held by Spouse and Minor Children |
Shares Held by Nominee Shareholder |
Education | Other Positions | Executive Officers, Directors and Supervisors That Are Spouses or First-/Second-Degree Relatives |
||||||
| shares | Shareh olding (%) |
shares | Shareh olding (%) |
shares | Shareh olding (% |
shares | Sharehol ding (% |
Title | Name | Relati onship |
|||||||||
| Chair | Hong Kong |
AGCMT Group Ltd. Representative: William Peng. |
M | Jul.1,2019 | Three Years |
Jul.1,1998 | 41,881,297 | 21.2 | 41,881,297 | 21.2 | 0 | 0 | 0 | 0 | Masters from Columbia University |
Director of Offshore Subsidiaries |
Director | John Y.K. Peng |
Father |
| Jul.1,2019 | Jul.1,1998 | 0 | 0 | 0 | 0 | ||||||||||||||
| Director | ROC. | AGCMT Group Ltd. Representative: John Y.K. Peng |
M | Jul.1,2019 | Three Years |
Jul.1,1998 | 41,881,297 | 21.2 | 41,881,297 | 21.2 | 0 | 0 | 0 | 0 | Mechanical Engineering Degree from Villanova University |
CMT Honorary Chair; AGCMT Chair |
Chair | William Shih- Hsiao Peng |
Son |
| Jul.1,2019 | Jun.7,1982 | 1,980,225 | 1.0 | 1,980,225 | 1.0 | ||||||||||||||
| Director | ROC. | AGCMT Group Ltd. Representative: Muh-Haur Jou |
M | Jul.1,2019 | Three Years |
Jul.1,1998 | 41,881,297 | 21.2 | 41,881,297 | 21.2 | 0 | 0 | 0 | 0 | Navigation, National Taiwan Ocean University |
Hope Investment Chair; Associated Group Motors Corp. Chair |
None | None | None |
| Jul.1,2019 | Jul.1,1998 | 0 | 0 | 0 | 0 | ||||||||||||||
| Director | ROC. | AGCMT Group Ltd. Representative: James S.C. Tai |
M | Jul.1,2019 | Three Years |
Jul.1,1998 | 41,881,297 | 21.2 | 41,881,297 | 21.2 | 0 | 0 | 0 | 0 | University of Strathclyde Glasgow, UK; |
CMT President; Offshore Subsidiary Director; Global Energy Maritime Co. Director |
None | None | None |
| Jul.1,2019 | Jul.1,2019 | 0 | 0 | 0 | 0 | ||||||||||||||
| Director | ROC | AGCMT Group Ltd. Representative: Char-Lie Mei |
M | Jul.1,2019 | Three Years |
87.07.01 | 41,881,297 | 21.2 | 41,881,297 | 21.2 | 0 | 0 | 0 | 0 | Master of Shipping and Transportation Management, National Taiwan University |
CMT Executive Vice President |
None |
None | None |
| Jul.1,2020 | Jul.1,2020 | 0 | 0 | 0 | 0 |
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| Independent Director |
ROC |
Chao Donald Kuo-Liang |
M | Jul.1,2019 | Three Years |
Jul.1,2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Master of Science in Shipping and Shipbuilding Management, Massachusetts Institute of Technology |
None | None | None | None |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Director |
ROC |
Lai Shih-Sheng Paul |
M | Jul.1,2019 | Three Years |
Jul.1,2016 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Doctor of Philosophy in Civil Engineering, Massachusetts Institute of Technology |
Dah Chung Bills Finance Corp. Director; Wanhwa Enterprise Co. Chief Advisor |
None | None | None |
| Supervisor | ROC | Jingmao Management Consulting Co., Ltd. Representative: Spencer Yang |
M | Jul.1,2019 | Three Years |
Jul.1,2013 | 770 | - | 770 | - | 0 | 0 | 0 | 0 | Economics, National Taiwan University |
None | None | None | None |
| Jul.1,2019 | Jul.1,2019 | 0 | 0 | 0 | 0 | ||||||||||||||
| Supervisor | ROC | Jingmao Management Consulting Co., Ltd. Representative: Bing-Hsiu Kuo |
M |
Jul.1,2019 | Three Years |
Jul.1,2013 | 770 | - | 770 | - | 0 | 0 | 0 | 0 | Master of Shipping Technology, National Taiwan Ocean University |
None |
None | None | None |
| Jul.1,2019 | Jul.1,2019 | 0 | 0 | 0 | 0 |
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1.Corporate shareholders should be listed by name and representative. Representatives of corporate shareholders should specify the name of the corporate shareholder and fill out the table below.
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2.Information on corporate shareholders and their representatives can be found, respectively, above and below in the “Date of Appointment,” “First Date of Appointment,” “Shares Held on Date of Appointment,” and “Shares Currently Held” columns.
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If the chair and president are the same person, spouses, or first-degree relatives, an explanation including rationale, necessity and countermeasures must be provided, e.g. to increase the number of independent board seats when non-employee board members have a majority.
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3.2.1.2 Major Corporate Shareholders (Table 1)
Apr. 25, 2021 Name Main Shareholder of Corporate Shareholder AGCMT Group Ltd. Giant International Holdings Pte. Ltd. (Singapore) Associated International Inc. AGCMT Group Ltd.
3.2.1.3 Major Shareholder of Main Corporate Shareholder (Table 2)
Apr. 25, 2021
Name Major Shareholder of Corporate Shareholder AGCMT Group Ltd. Giant International Holdings Pte. Ltd. (Singapore)
3.2.1.4 Director and Supervisor Information
| criteria name |
At Least Five Years Work Experience and Professional Qualifications |
At Least Five Years Work Experience and Professional Qualifications |
At Least Five Years Work Experience and Professional Qualifications |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Criteria for Independent Directors (Note 1) |
Number of Independent Board Seats Held in Other Publicly Traded Companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| College-level or Above Teaching Experience in Commerce, Law, Finance, Accounting or Business Management |
Professional Licenses or Certificates in Judicial, Prosecutorial, Legal, Accounting, or Business Management Fields |
Work Experience in Commerce, Law, Finance, Accounting or Business Management |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | 11 | 12 | ||
| William Peng | | | | | | | | | 0 | |||||||
| Muh-Haur Jou | | | | | | 0 | ||||||||||
| John Y. K. Peng | | | | | | | | | | 0 | ||||||
| James S.C. Tai | | | | | | | | | | | 0 | |||||
| Char-Lie Mei | | | | | | | | | | | | 0 | ||||
| Donald Kuo- LiangChao |
| | | | | | | | | | | | | 0 | ||
| Paul Shih-Sheng Lai |
| | | | | | | | | | | | | | | 0 |
| Spencer Yang | | | | | | | | | | | | 0 | ||||
| Bing-Hsiu Kuo | | | | | | | | | | | | | | 0 |
Note 1: A check mark indicates the criterion applies to the director or supervisor in the two years prior to their appointment and/or during their tenure with the company.
- (1) Not an employee of the company or any of its affiliates.
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(2) Not a director or supervisor of the company or any of its affiliates. This does not apply to independent directors appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or other subsidiaries owned by the parent company.
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(3) Not a shareholder whose shares, when combined with the shares of their spouse, minor children, and nominee shareholders, exceed 1 percent of the company’s total outstanding shares; not one of the company’s top 10 shareholders.
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(4) Not the spouse; a first- or second-degree relative; or a first-, second-, or third-degree lineal relative of any executive officer described in (1) or any person in (2) or (3).
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(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds 5 percent or more of the company’s total shares; that is one of the company’s top five shareholders; or that designates a representative to serve as a director or supervisor of the company under Article 27-1 or 27-2 of the Company Act.
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(6) Not a director, supervisor, or employee of any company that is controlled by a person who controls the majority of the company’s director seats or voting shares. This does not apply to independent directors appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or other subsidiaries owned by the parent company.
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(7) Not a director/governor, supervisor, or employee of any company/institution whose chair, CEO or other employee in an equivalent position is the same as the company, or the spouse of the chair, CEO, or other employee. This does not apply to independent directors appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or other subsidiaries owned by the parent company.
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(8) Not a director, supervisor, executive officer or shareholder that owns 5 percent or more of a specified company or institution that has a financial or business relationship with the company. This does not apply to independent directors appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or subsidiaries owned by the parent company that hold between 20 and 50 percent of the company’s shares.
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(9) Not a professional individual or owner, partner, director, supervisor, executive officer of a sole proprietorship, partnership, company, or institution, or spouse thereof, that provides auditing services to the company or any of its affiliates, or that has provided commercial, legal, financial, accounting or related services to the company or any of its affiliates within the past two years for which compensation exceeded NT$500,000. Under the Securities and Exchange Act, Business Mergers and Acquisition Act and related laws, this does not apply to members of the company’s compensation committee, public tender review committee, and special merger and acquisition committee.
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(10) Not the spouse or first- or second-degree relative of another board member.
-
(11) Not a person to whom Article 30 of the Company Act applies.
-
(12) Not a “government agency,” “juristic person,” or “authorized representative” as defined in Article 27 of the Company Act.
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3.2.2 President, Vice Presidents, Assistant Vice Presidents, and Department and Branch Heads
| Apr. 25,2021 | Apr. 25,2021 | Apr. 25,2021 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Title | Nationality | Name |
Gender | Date of Appointment |
Shares | Held | Shares Held by Spouse and Minor Children |
Shares Held by Nominee Shareholder |
Education | Other Positions | Executive Officers That Are Spouses or First-/Second- Degree Relatives |
||||
| shares | Share holdin g (%) |
shares | Share holdin g (%) |
shares | Shareh olding (%) |
Title | Name | Relati onship |
|||||||
| President | ROC | James S.C. Tai |
M |
July 1, 2019 | 0 | 0 | 0 | 0 | 0 | 0 |
University of Strathclyde Glasgow,UK; |
Director of Offshore Subsidiary; Global EnergyMaritime Co. Director |
None | None | None |
| Executive Vice President |
ROC |
Char-Lie Mei |
M | May 1, 2020 | 0 | 0 | 0 | 0 | 0 | Master of Shipping and Transportation Management, National Taiwan Ocean University |
None | None | None | None | |
| Senior Vice President |
UK | Telvin Ju | M | Mar. 1, 2018 | 0 | 0 | 0 | 0 | 0 | 0 |
Ph.D. Department Chemistry, University of Miami, Florida, USA |
ATI Chair; CMTL Supervisor; ADI Chair; AGH President; Hope Investment Chair |
None | None | None |
| Vice President | ROC |
David Hsu | M | Apr. 1, 2013 | 0 | 0 | 0 | 0 | 0 | 0 |
Master of Transportation Management, University of Maryland |
ATI President; CMTL & Hope Investment Director |
None | None | None |
| Vice President of Finance |
ROC |
Derry Sun | M | Oct. 1, 2020 | 0 | 0 | 0 | 0 | 0 | 0 |
MSc in Finance and Economics, University of Southampton,UK |
ATI & CMTL Supervisor | None | None | None |
| Vice President of Shipping |
ROC |
Dino S.J. Chuu |
M | Apr. 1, 2008 | 0 | 0 | 0 | 0 | 0 | 0 |
Doctor Engineer, Institute of Auxiliary Machine & Automation Hamburg University of Technology (TUHH); Master of Shipbuilding, National Taiwan University |
None | None | None | None |
| Vice President of Shipping Business |
ROC |
James Tarng |
M | July 1, 2017 | 0 | 0 | 0 | 0 | 0 | 0 |
Master of Business Administration, McMaster University |
Global Energy Maritime Co. Supervisor |
None | None | None |
| Vice President of IT |
ROC |
Philip Peng | M | Apr. 1, 2019 | 8,426 | 0.004 | 0 | 0 | 0 | 0 | Master of Industrial Engineering, Texas Tech University; Master of Information Management, Texas A&M University |
None |
None | None | None |
3.2.3 If the chair and president are the same person, spouses, or first-degree relatives, an explanation must be provided: The company’s chair and president are not the same person.
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3.3 Remuneration to Directors, Supervisors and Executive Officers in Last Fiscal Year
3.3.1 Remuneration to General and Independent Directors (Disclosure by Name and Remuneration Amount)
Unit: NT$1,000
| Title | Name (Note 1) |
Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Remuneration to Directors | Ratio of (A+B+C+D) to Net Income (%) (Note 10) |
Ratio of (A+B+C+D) to Net Income (%) (Note 10) |
Remuneration to Concurrent Employees | Remuneration to Concurrent Employees | Remuneration to Concurrent Employees | Remuneration to Concurrent Employees | Remuneration to Concurrent Employees | Remuneration to Concurrent Employees | Remuneration to Concurrent Employees | Remuneration to Concurrent Employees | Ratio of (A+B+C+D+E+F+G) to Net Income (%) (Note 10) |
Ratio of (A+B+C+D+E+F+G) to Net Income (%) (Note 10) |
Ratio of (A+B+C+D+E+F+G) to Net Income (%) (Note 10) |
Remune ration from Non- subsidia ry Investee Enterpri ses or Parent Compan y (Note 11) |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) (Note 2) |
Severance and Pension (B) |
Director’s Bonus (C) (Note 3) |
Allowances (D) (Note 4) |
Salary, Bonuses and Special Allowances (E) (Note 5) |
Severance and Pension (F) |
Compensation (G) (Note 6) | |||||||||||||||||
| CMT | All Compa nies in Financi al Statem ent (Note 7) |
CMT | All Comp anies in Financ ial State ment (Note 7) |
CMT | All Compa nies in Financi al Statem ent (Note 7) |
CMT | All Compan ies in Financia l Stateme nt (Note 7) |
CMT | All Compa nies in Financi al Statem ent (Note 7) |
CMT |
All Compani es in Financial Stateme nt (Note 7) |
CMT |
All Compan ies in Financia l Stateme nt (Note 7) |
CMT | All Companies in Financial Statement (Note 8) |
CMT | All Companie s in Financial Statement (Note 7) |
||||||
| Cash | Stock | Cash | Stock | ||||||||||||||||||||
| Corporate Shareholder |
AGCMT Group Ltd. |
0 | 0 | 0 | 0 | 2,423 | 2,423 | 0 | 0 | 0.74% | 0.74% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.74% | 0.74% | None | |
| Chair | Representati ve: William Peng |
9,920 | 12,089 | 0 | 0 | 0 | 0 | 140 | 156 | 3.06% | 3.72% | 9,724 | 18,681 | 252 | 474 | 424 | 0 | 424 | 0 | 6.22% | 9.67% | 6,463 | |
| Director | Representati ve: John Y.K. Peng |
||||||||||||||||||||||
| Director | Representati ve: Muh-Haur Jou |
||||||||||||||||||||||
| Director | Representati ve: James S.C. Tai |
||||||||||||||||||||||
| Director (Appointed July 1, 2020) |
Representati ve: Char- Lie Mei |
||||||||||||||||||||||
| Director (Resigned July1,2020) |
Representati ve: Telvin Ju |
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| Independent Director |
Donald Kuo- LiangChao |
821 | 821 | 0 | 0 | 0 | 0 | 30 | 30 | 0.52% | 0.52% | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0.52% | 0.52% | None |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Independent Director |
Paul Shih- Sheng Lai |
|||||||||||||||||||||
| 1. Please describe the remuneration policies, systems, standards, and structures for independent directors; how remuneration is determined; and how these relate to operating performance and future risk exposure: The company’s independent directors execute actions in accordance with the scope of their duties. Remuneration is based on the amount of time independent directors contribute to operations, their responsibilities, risk exposure, and industry standards. Independent directors receive a monthly fixed payment regardless of profit/loss and a transportation subsidy for every board meeting attended. Independent directors are not eligible for annual profit distribution, severance pay, or fringe benefits. 2.Apart from the disclosures above, please describe any other services performed for any company included in the financial statement for which directors of the company received payment in the last fiscal year: None. |
- Please describe the remuneration policies, systems, standards, and structures for independent directors; how remuneration is determined; and how these relate to operating performance and future risk exposure:
The company’s independent directors execute actions in accordance with the scope of their duties. Remuneration is based on the amount of time independent directors contribute to operations, their responsibilities, risk exposure, and industry standards. Independent directors receive a monthly fixed payment regardless of profit/loss and a transportation subsidy for every board meeting attended. Independent directors are not eligible for annual profit distribution, severance pay, or fringe benefits.
2.Apart from the disclosures above, please describe any other services performed for any company included in the financial statement for which directors of the company received payment in the last fiscal year: None.
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Remuneration Scale
| RemunerationScale | ||||
|---|---|---|---|---|
| Company Director Remuneration Scale | Directors | |||
| A+B+C+D | A+B+C+D+E+F+G | |||
| CMT (Note 8) | All Companies in Consolidated Financial Statement (H) (Note 9) |
CMT (Note 8) | Parent Company and All Investee Enterprises (I) (Note 9) |
|
| Under NT$1,000,000 | John Y.K. Peng, James S.C. Tai, Char-Lie Mei, Telvin Ju*, Donald Kuo-Liang Chao, Paul Shih- ShengLai |
James S.C. Tai, Char-Lie Mei, Telvin Ju*, Donald Kuo-Liang Chao, Paul Shih-Sheng Lai |
John Y.K. Peng, Donald Kuo-Liang Chao, Paul Shih-Sheng Lai |
Donald Kuo-Liang Chao, Paul Shih- Sheng Lai |
| NT$1,000,000 to NT$2,000,000 | None | John Y.K. Peng | Telvin Ju* | None |
| NT$2,000,000 to NT$3,500,000 | Muh-Haur Jou, AGCMT Group Ltd. |
AGCMT Group Ltd. | Muh-Haur Jou, Char-Lie Mei, AGCMT Group Ltd. |
Char-Lie Mei, Telvin Ju*, AGCMT Group Ltd. |
| NT$3,500,000 to NT$5,000,000 | None | Muh-Haur Jou | None | Muh-Haur Jou |
| NT$5,000,000 to NT$10,000,000 | William Peng | William Peng | James S.C. Tai,William Peng | John Y.K. Peng,James S.C. Tai |
| NT$10,000,000 to NT$15,000,000 | None | None | None | William Peng |
| NT$15,000,000 to NT$30,000,000 | None | None | None | None |
| NT$30,000,000 to NT$50,000,000 | None | None | None | None |
| NT$50,000,000 to NT$100,000,000 | None | None | None | None |
| Over NT$100,000,000 | None | None | None | None |
| Number of Directors | 9 | 9 | 9 | 9 |
-
*Effective July 1, 2020, Char-Lie Mei replaced Telvin Ju as corporate shareholder representative.
-
Names of directors should be individually listed (corporate shareholders should be listed by both corporate name and name of representative). A differentiation should also be made between general directors and independent directors with each category of payment disclosed in aggregate. If a director also serves as president or vice president of the company, it should be disclosed in this form and the form below. (The company has two independent directors: Donald Kuo-Liang Chao and Paul ShihSheng Lai. James S.C. Tai was appointed to the board on July 1, 2019, replacing Steve Hong.)
-
2.Remuneration to directors in the last fiscal year, including salary, allowances, severance, bonuses and rewards.
-
Board-approved distribution of remuneration to supervisors in last fiscal year.
-
Benefits provided to directors in the last fiscal year, including transportation, special expenses, subsidies, housing, and car service. Further information including nature and cost of asset along with actual or fair market value should be disclosed for all benefits provided exclusively to one director, e.g. housing/rent and car/transportation/gas. If a director is provided with a driver, disclose information on the driver’s remuneration but do not include this sum in the director’s remuneration.
-
The wages, allowances, severance, bonuses, rewards, and subsidies (including transportation, housing, etc.) provided to directors that were also employed by the company in the last fiscal year. Further information including nature and cost of asset along with actual or fair market value should be disclosed for all benefits provided
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exclusively to one director, e.g. housing/rent and car/transportation/gas. If a director is provided with a driver, disclose information on the driver’s remuneration but do not include this sum in the director’s remuneration. Salary recognized as “share-based payments” under IFRS 2, including employee stock warrants, new restricted employee shares and stock subscriptions should be included in remuneration.
-
The amount directors also employed by the company in the last fiscal year as president, vice president, other executive officer or employee receiving employee renumeration (including stock and cash) received from Board-approved distribution of director’s remuneration in the last fiscal year. If this amount cannot be estimated, provide an estimate for the current year based on the actual distribution ratio from the previous year. In addition, Appendix 1-3 should be filled out.
-
All payments from any company listed in the consolidated financial statement (including the company) to any of the company’s directors should be disclosed.
-
All forms of remuneration by the company to its directors should be disclosed by director.
-
Remuneration by any company listed in the consolidated financial statement (including the company) to any of the company’s directors should be disclosed by director.
-
“Net income” refers to the net income reported on parent company-only or individual financial reports in the last fiscal year.
-
a. Any remuneration to company directors from non-subsidiary investee enterprises or the parent company should be disclosed in this column. (If none, write “none.”) b. Any remuneration to company directors from non-subsidiary investee enterprises or the parent company should be included in column “I” and the column name should be changed to “Parent Company and Investee Enterprises.”
-
c. “Remuneration” refers to compensation paid to company directors for serving as director, supervisor or manager at a non-subsidiary investee enterprise or the parent company, including administrative expenses and other compensation.
-
The names and remuneration to directors or supervisors that meet any of the following criteria should be disclosed:
-
(1) If the company reported a net loss in either the parent company-only or individual financial report in the last three fiscal years. This does not apply if a net gain large enough to offset accumulated losses was reported in the parent company-only or individual financial report in the last fiscal year.
-
(2) If the company had an insufficient director or supervisor shareholding percentage for three or more consecutive months in the last fiscal year.
-
(3) If the company had an average director or supervisor share pledge ratio of over 50 percent during any three months in the last fiscal year
-
(4) If the total remuneration paid to all of the company’s directors and supervisors by the company and all other companies listed in the financial statement exceeded 2 percent of net income and any individual director or supervisor receiveed over NT$15 million
-
(5) If the company ranked in the lowest corporate governance evaluation tier in the last fiscal year or as of the publication date of the annual report, or if the company has been subjected to changes in trading method; suspended from trading; delisted; or excluded from evaluation by the Corporate Governance Evaluation Committee.
-
(6) If the average annual salary of full-time, non-executive employees was less than NT$500,000 in the last fiscal year.
-
If 12-1 or 12-5 apply, disclose the amounts received by the five highest-paid executive officers.
*Due to differences between remuneration disclosure regulations and tax laws, the information provided here is for disclosure only and should not be used for taxation purposes.
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3.3.2 Remuneration to Supervisors (Disclosure by Name and Remuneration Amount)
Unit: NT$1,000
| Title | Name | Remuneration to Supervisors | Remuneration to Supervisors | Remuneration to Supervisors | Remuneration to Supervisors | Ratio of (A+B+C) to Net Income (Note 8) |
Ratio of (A+B+C) to Net Income (Note 8) |
Parent Company and All Investee Enterprises (D) (Note 9) |
||
|---|---|---|---|---|---|---|---|---|---|---|
| Compensation (A) (Note 2) |
Bonuses (B) (Note 3) |
Allowances (C) (Note 4) |
||||||||
| CMT | All Companies in Financial Statement (Note 5) |
CMT |
All Companies in Financial Statement (Note 5) |
CMT |
All Companies in Financial Statement (Note 5) |
CMT |
All Companies in Financial Statement (Note 5) |
|||
| Corporate Supervisor |
Jingmao Management Consulting Co.,Ltd. |
0 | 0 | 970 | 970 | 0 | 0 | 0.29% | 0.29% | None |
| Corporate Representative |
Spencer Yang | 606 | 606 | 0 | 0 | 30 | 30 | 0.18% | 0.18% | None |
| Corporate Representative |
Bing-Hsiu Kuo | 606 | 606 | 0 | 0 | 30 | 30 | 0.18% | 0.18% | None |
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-
Names of supervisors should be individually listed (corporate shareholders should be listed by both corporate name and name of representative.
-
Remuneration to supervisors in the last fiscal year, including salary, allowances, severance, bonuses and rewards.
-
Board-approved distribution of remuneration to supervisors in last fiscal year.
-
Benefits provided to supervisors in the last fiscal year, including transportation, special expenses, subsidies, housing, and car service. Further information including nature and cost of asset along with actual or fair market value should be disclosed for all benefits provided exclusively to one supervisor, e.g. housing/rent and car/transportation/gas. If a supervisor is provided with a driver, disclose information on the driver’s remuneration but do not include this sum in the supervisor’s remuneration.
-
All payments from any company listed in the consolidated financial statement (including the company) to any of the company’s supervisors should be disclosed.
-
All forms of remuneration by the company to its supervisors should be disclosed by supervisor.
-
Remuneration by any company listed in the consolidated financial statement (including the company) to any of the company’s supervisors should be disclosed by supervisor.
-
“Net income” refers to the net income reported on parent company-only or individual financial reports in the last fiscal year.
-
a. Any remuneration to company supervisors from non-subsidiary investee enterprises or the parent company should be disclosed in this column. (If none, write “none.”)
-
b. Any remuneration to company supervisors from non-subsidiary investee enterprises or the parent company should be included in column “D” and the column name should be changed to “Parent Company and Investee Enterprises.”
-
c. “Remuneration” refers to compensation paid to company supervisors for serving as director, supervisor or manager at a non-subsidiary investee enterprise or the parent company, including administrative expenses and other compensation.
*Due to differences between remuneration disclosure regulations and tax laws, the information provided here is for disclosure only and should not be used for taxation purposes.
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3.3.3 Remuneration to President and Vice Presidents (Disclosure by Name and Remuneration Amount)
Unit: NT$1,000
| Title | Name | Salary (A) (Note 2) |
Salary (A) (Note 2) |
Severance and Pension (B) |
Severance and Pension (B) |
Bonuses and Other Special Allowances (C) (Note 3) |
Bonuses and Other Special Allowances (C) (Note 3) |
Employee Bonus (D) (Note 4) |
Employee Bonus (D) (Note 4) |
Employee Bonus (D) (Note 4) |
Employee Bonus (D) (Note 4) |
Employee Bonus (D) (Note 4) |
Ratio of (A+B+C+D) to Net Income (Note 8) |
Ratio of (A+B+C+D) to Net Income (Note 8) |
Remuneration from Non- subsidiary Investee Enterprises or Parent Company (Note 9) |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CMT | All Companies in Financial Statement (Note 5) |
CMT | All Companies in Financial Statement (Note 5) |
CMT | All Companies in Financial Statement (Note 5) |
CMT | All Companies in FinancialStatement |
CMT | All Companies in Financial Statement (Note 5) |
||||||
| Cash | Stock | Cash | Stock | ||||||||||||
| President | James S.C. Tai |
9,646 | 11,418 | 360 | 360 | 3,069 | 3,254 | 525 | 0 | 525 | 0 | 4.13% | 4.73% | 1,536 | |
| Executive Vice President |
Char-lie Mei |
||||||||||||||
| Senior Vice President |
Telvin Ju | ||||||||||||||
| Vice President | David Hsu | ||||||||||||||
| Remuneration Scale | |||||||||||||||
| Executive Officer Remuneration Scale | Executive Officers | ||||||||||||||
| CMT (Note 6) | Parent Company and Investee Enterprises (E) (Note 7 and 9) | ||||||||||||||
| Under NT$1,000,000 | None | None | |||||||||||||
| NT$1,000,000 to NT$2,000,000 | Telvin Ju | Telvin Ju | |||||||||||||
| NT$2,000,000 to NT$3,500,000 | Char-Lie Mei, David Hsu | Char-Lie Mei | |||||||||||||
| NT$3,500,000 to NT$5,000,000 | None | David Hsu | |||||||||||||
| NT$5,000,000 to NT$10,000,000 | James S.C. Tai | James S.C. Tai | |||||||||||||
| NT$10,000,000 to NT$15,000,000 | None | None | |||||||||||||
| NT$15,000,000 to NT$30,000,000 | None | None | |||||||||||||
| NT$30,000,000 to NT$50,000,000 | None | None | |||||||||||||
| NT$50,000,000 to NT$100,000,000 | None | None | |||||||||||||
| Over NT$100,000,000 | None | None | |||||||||||||
| Number of Executive Officers | 4 | 4 |
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-
Names of the president and vice president(s) should be individually listed with each category of payment disclosed in aggregate. If a president or vice president is also a company director, it should be disclosed in this form and the form above (1).
-
Salary, bonuses and severance paid to the president and vice president(s) in the last fiscal year.
-
The bonuses, rewards, subsidies (including transportation, housing, etc.), and other remuneration provided to the company president and vice president(s) in the last fiscal year. Further information including nature and cost of asset along with actual or fair market value should be disclosed for all benefits provided exclusively to one director, e.g. housing/rent and car/transportation/gas. If a president or vice president is provided with a driver, disclose information on the driver’s remuneration but do not include this sum in the president or vice president’s remuneration. Salary recognized as “share-based payments” under IFRS 2, including employee stock warrants, new restricted employee shares and stock subscriptions should be included in remuneration.
-
Board-approved distribution of president and vice president(s)'s employee remuneration in the last fiscal year, including stock and cash. If this amount cannot be estimated, provide an estimate for the current year based on the actual distribution ratio from the previous year. In addition, Appendix 1-3 should be filled out.
-
All payments from any company listed in the consolidated financial statement (including the company) to the company’s president and vice president(s) should be disclosed.
-
All forms of remuneration by the company to its president and vice president(s) should be disclosed by executive officer.
-
Remuneration by any company listed in the consolidated financial statement (including the company) to the company president or vice president(s) should be disclosed by executive officer.
-
“Net income” refers to the net income reported on parent company-only or individual financial reports in the last fiscal year.
-
a. Any remuneration to the company president or vice president(s) from non-subsidiary investee enterprises or the parent company should be disclosed in this column. (If none, write “none.”)
-
b. Any remuneration to the company president or vice president(s) from non-subsidiary investee enterprises or the parent company should be included in column “E” and the column name should be changed to “Parent Company and Investee Enterprises.”
-
c. “Remuneration” refers to compensation paid to the company president and vice president(s) for serving as director, supervisor or manager at a non-subsidiary investee enterprise or the parent company, including administrative expenses and other compensation.
-
*Due to differences between remuneration disclosure regulations and tax laws, the information provided here is for disclosure only and should not be used for taxation purposes.
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Distribution of the Remuneration of Employee to the Managers
Unit:NT$1,000
| Unit:NT$1,000 | ||||||
|---|---|---|---|---|---|---|
| Dec.31,2020 | ||||||
| Title (Note 1) |
Name (Note 1) |
Stock Amount |
Cash Amount (Estimate) |
Total Amount |
Ratio of Total Amount to Net Income (%) |
|
| E x e c u t i v e O f f i c e r |
President | James S.C. Tai |
0 |
932 | 932 | 0.28% |
| Executive Vice President |
Char-Lie Mei | |||||
| Senior Vice President | Telvin Ju | |||||
| Vice President | David Hsu | |||||
| Vice President of Finance |
Derry Sun | |||||
| Vice President of Shipping |
Dino S. J. Chuu |
|||||
| Vice President of ShippingBusiness |
James Tarng | |||||
| Vice President of IT | Philip Peng |
-
Names and titles should be individually listed but profit distribution can be disclosed in aggregate.
-
Remuneration to executive officers approved by the board of directors (including stock and cash) in the last fiscal year. If this cannot be estimated, provide an estimate for the current year based on the actual distribution amount from the previous year. “Net income” refers to net income in the last fiscal year.
-
“Executive officers” as defined in Taiwan-Finance-Securities-III-0920001301 (dated Mar. 27, 2003): (1) president or equivalent
-
(2) vice president or equivalent
-
(3) assistant vice president or equivalent
-
(4) financial supervisor or equivalent
-
(5) accounting supervisor or equivalent
-
(6) other managers or authorized personnel
-
-
If directors or the president and vice president(s) are also receiving employee compensation (including stock and cash), fill out this form along with Table 1-2.
-
3.3.4 Provide a comparative analysis of total remuneration to the company’s directors, supervisors, president and vice president(s) by the company and all companies in the consolidated financial statement in the last two fiscal years as a percentage of the net income reported in parent company-only or individual financial statements. In addition, describe remuneration policies, standards, and composition; how remuneration is determined; and how these relate to operating performance and future risk exposure.
3.3.4.1 Remuneration to Net Income Ratio
| Title | Total Remuneration Paid to Directors, Supervisors, President, and Vice Presidents by the Company and All Companies in the Consolidated Financial Statement as a Percentage of Net Income |
Total Remuneration Paid to Directors, Supervisors, President, and Vice Presidents by the Company and All Companies in the Consolidated Financial Statement as a Percentage of Net Income |
|---|---|---|
| 2020 | 2019 | |
| Director | 7.32% | 7.77% |
| Supervisor | 0.66% | 0.57% |
| President and Vice Presidents |
4.73% | 7.95% |
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-
3.3.4.2 Remuneration includes salary, annual bonuses, performance bonuses, severance and pension, car/fuel/transportation subsidies, and director/supervisor/employee rewards. The contribution rate of board-approved remuneration to employees, directors and supervisors in 2020 was 1 percent of pretax income, excluding employee, director and supervisor rewards. The president and vice presidents’ salaries, bonuses and rewards are determined by internal wage standards and the scope of their responsibilities, and are adjusted using general wage standards. Bonus distribution depends on the company’s business performance achievement rate and individual performance evaluations. In other words, rewards and bonuses strongly depend on company performance. Other benefits like car/gas/transportation are provided based on position and business needs.
-
3.3.4.3 Remuneration levels are directly connected to director and executive officer performance evaluations in accordance with Article 16 of the company’s articles of association, which authorizes the board of directors to set remuneration levels based on level of participation in company operations and industry standards. Company directors receive a fixed monthly payment along with a board meeting attendance subsidy. Executive officers receive a fixed monthly payment based on professional ability, responsibilities and industry standards. In addition, the company may distribute variable performance bonuses to executive officers based on annual targets, profit, and collective and individual performance.
-
3.3.4.4 Remuneration to directors and supervisors decreased by 2.7 percent from 2019 to 2020. This was primarily due to remuneration adjustments and company policies. The total remuneration of the president and vice presidents and their remuneration ratio also decreased from 2019 to 2020. This was primarily due to the retirement of executive officer(s) in 2020.
3.4 Corporate Governance Implementation
3.4.1 Director Attendance at Board of Directors Meetings
Six (A) meetings were held in 2020. Attendance details are as follows:
| Title | Name (Note 1) | Meetings Attended (B) |
Attendance by Proxy |
Attendance Rate (%) (B/A) (Note 2) |
Remarks |
|---|---|---|---|---|---|
| Chair | AGCMT Group Ltd. Representative: William Peng |
6 | 0 | 100% | |
| Director | AGCMT Group Ltd. Representative: John Y.K. Peng |
4 |
2 | 66.7% | |
| Director | AGCMT Group Ltd. Representative: James S.C. Tai |
6 | 0 | 100% | |
| Director | AGCMT Group Ltd. Representative: Muh- Haur Jou |
6 | 0 | 100% | |
| Director | AGCMT Group Ltd. Representative: Char-Lie Mei |
3 | 0 | 100% | Appointed by corporate shareholder on July 1, 2020 |
| Director | AGCMT Group Ltd. Representative: Telvin Ju* |
3 | 0 | 100% | Replaced by corporate shareholder on July 1, 2020 |
| Independent Director |
Donald Kuo-Liang Chao |
6 | 0 | 100% | |
| Independent Director |
Paul Shih-Sheng Lai | 6 | 0 | 100% |
-
Corporate shareholders with representatives on the board should be listed by company name and representative name.
-
(1) If a director or supervisor resigned before the end of the year, disclose the date of departure under “Notes.”
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Attendance rate (%) should be calculated based on number of board meetings held and number of board members present.
(2) If a director or supervisor was replaced before the end of the year, disclose the names of both the outgoing and incoming directors or supervisors (indicating which is which) and the date of the change. Attendance rate (%) should be calculated based on number of board meetings held and number of board members present.
Other Items for Disclosure:
-
Disclose the date, session, proposals, opinions of independent directors and the company’s response to said opinions of every board meeting in which the following condition(s) applied:
-
(1) Matters specified in Article 14 3 of the Securities and Exchange Act
| Date and Session of Board Meeting |
Matters Specified in Article 14-3 of the Securities and Exchange Act |
Opinions of Independent Directors |
Company’s Response to Opinions of Independent Directors |
|---|---|---|---|
| Feb. 7, 2020 Fourth Meeting of the 16thBoard |
‧Proposal to retain an accounting firm for 2020 Resolution: Passed by all directors present. |
Approved by Independent Directors |
None |
| May 13, 2020 Sixth Meeting of the 16thBoard |
‧Proposal to issue secured ordinary bonds ‧Proposal to have endorsement provided by AGCMT Group Resolution: Passed by alldirectors present. |
Approved by Independent Directors |
None |
| Aug. 11, 2020 Seventh Meeting of the 16thBoard |
‧Proposal regarding appointment and dismissal of finance and accounting managers and internal evaluations of managers Resolution: Passed by alldirectors present. |
Approved by Independent Directors |
None |
| Dec. 8, 2020 Ninth Meeting of the 16thBoard |
‧Proposal to sale securities Resolution: Passed by all directors present. |
Approved by Independent Directors |
None |
-
(2) Apart from the items above, other board resolutions that independent directors opposed or reserved judgment either on record or in a written statement: None.
-
If there were any resolutions that involved a director avoiding a conflict of interest, disclose the name of the director, the proposal in question, the reason for avoidance of conflict of interest, and whether the director voted: The board did not have any conflicts of interest in 2020.
-
Board of Directors Performance Evaluations: Evaluation Cycle: Annually
Evaluation Period: Jan. 1, 2020 to Dec. 31, 2020
Evaluation Scope: The performance of the board as a whole as well as the performance of individual board members and functional committee members
Evaluation Method: Collective self-evaluation by the board as well as self-evaluations by individual board members Evaluation Criteria:
-
(1) Board of Directors Performance Evaluation: level of participation in company operations; improvement in quality of board resolutions; composition and structure of the board; continuing education and training of directors; legal compliance and internal controls
-
(2) Board Member Performance Evaluation: level of familiarity with company operations and awareness of responsibilities; level of participation in company operations; management of internal relationships and communication; professional expertise and continuing education; internal controls
-
(3) Functional Committee Member Performance Evaluation: composition of the board and awareness of responsibilities; level of participation in company operations; improvement in quality of functional committee resolutions; internal controls
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2020 Evaluation Results (full score is 5): The board of directors collectively earned a score of 4.8, while board members earned a score of 4.39 to 5 and the functional committee earned a score of 4.91. These excellent results will be reported on the Mar. 19, 2021 board of directors meeting.
- Evaluation of goals set to strengthen function of board of directors in current year and last fiscal year (e.g. establishing audit committee, improving information transparency) and implementation of said goals: In 2020, the board passed new risk management policies and an intellectual property management plan to strengthen information security and supervision and create value for the company.
3.4.2 Audit Committee Attendance or Supervisor Attendance at Board of Director Meetings 3.4.2.1 Audit Committee Attendance: The company does not have an audit committee.
- 3.4.2.2 Supervisor Attendance at Board of Directors Meetings
| Six (A) meetings were held in 2020. Attendance details are as follows: | Six (A) meetings were held in 2020. Attendance details are as follows: | Six (A) meetings were held in 2020. Attendance details are as follows: | Six (A) meetings were held in 2020. Attendance details are as follows: | Six (A) meetings were held in 2020. Attendance details are as follows: |
|---|---|---|---|---|
| Title | Name | Meetings Attended (B) |
Attendance Rate (%) (B/A) (Note) |
Remarks |
| Supervisor | Jingmao Management Consulting Co., Ltd. Representative: Spencer Yang |
6 | 100% | |
| Supervisor | Jingmao Management Consulting Co., Ltd. Representative: Bing-Hsiu Kuo |
6 | 100% | |
| Other Items for Disclosure: 1. Composition and Responsibilities of Board Supervisors: (1)Communication between supervisors and company employees/shareholders (e.g. communication channels and format): Information on the company’s supervisors is published in the company’s annual report and on the company’s website; company employees and shareholders are free to make recommendations to supervisors in any number of ways. The company has open channels of communication. (2)Communication between supervisors and the company’s internal audit manager and accountant (e.g. communication on issues such as company finances or sales; communication format and results): After completing its audit, the audit office will present its audit report to supervisors and independent directors for review before the end of the following month. If any issues are discovered, supervisors should immediately communicate their concerns to the audit manager. The audit manager will also brief the board of directors on the audit. The company's accountant will periodically, or whenever necessary, open communication with supervisors on financial issues. 2. If any supervisor stated an opinion during a board meeting, disclose the date and session of the board meeting as well as the proposal in question, the resolution, and how the company responded to the statement ofopinion: Not applicable. |
-
If a supervisor resigned before the end of the year, disclose the date of departure in the “Remarks” column. Attendance rate (%) should be calculated based on the number of board meetings the supervisor attended during their tenure.
-
If a supervisor was replaced before the end of the year, disclose the names of both the outgoing and incoming supervisors (indicating in the “Remarks” column which is which) and the date of the change. Attendance rate (%) should be calculated based on the number of board meetings the supervisors attended during their tenure or the year.
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3.4.3 Corporate Governance Implementation, Deviations from Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies, and Reason for Deviation
| Evaluation Criteria | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviation and Reason |
|---|---|---|---|---|
| Y | N | Additional Information | ||
| 1.Has the company issued and disclosed its corporate governance principles in accordance with “Corporate Governance Best Practice Principles for TWSE/TPEx Listed Companies”? |
V | The company’s [Corporate Governance Best Practice Principles] are disclosed on the Market Observation Post System website. |
No Deviation | |
| 2. Shareholder Structure and Rights (1) Does the company have an internal SOP for processing shareholder recommendations, concerns, disputes, and litigation, and is it followed? (2) Does the company maintain an updated list of its major shareholders and the entities that control said shareholders? (3) Has the company established and does it maintain risk management controls and firewalls (ethical walls) between itself and its affiliates? (4) Does the company have and has it implemented internal controls to prevent insider trading? |
V V V V |
The company’s spokesperson or acting spokesperson processes all shareholder feedback. The company reaches out to shareholders via email and phone or meets with them in person to hear their concerns and feedback. The company maintains a shareholder list that includes its top shareholders. Equity transfers by shareholders with a stake of over 10 percent are reported monthly. Information on the company’s top ten shareholders, including the number of shares they hold, can be found on the company’s website and in the company’s annual report. The management rights and responsibilities of the company, including finances, accounting and operations, are completely independent from its affiliates. Risk management mechanisms are present in the company’s internal controls. The company has an internal [Code of Conduct] to prevent insider trading. In addition, its internal controls include a management SOP for preventing insider trading resulting from negligence. The company ensures that incoming directors, supervisors, and executive officers have a full understanding of laws relating to internal conduct. It also provides employees with an educational handbook on confidentiality and insider trading regulations. |
No Deviation No Deviation No Deviation No Deviation |
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| Evaluation Criteria | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviation and Reason |
|---|---|---|---|---|
| Y | N | Additional Information | ||
| 3. Board Composition and Function (1) Has the company established and implemented policies to diversify board membership? (2) Apart from the compensation committee and audit committee, which are legally required, has the company established or demonstrated willingness to establish other functional committees? (3) Does the company have guidelines for how board performance evaluations are conducted and a set evaluation format? Are performance evaluations conducted annually and periodically? Are the results of performance evaluations submitted to the board, and are they referenced when setting the remuneration and deciding on the reelection of individual directors? (4) Does the company periodically evaluate the independence of its auditor? |
V V V |
V | The company’s [Corporate Governance Best Practice Principles] are publicly disclosed. Article 11 of said principles stipulates that the composition of the board should be diverse. The current board is made up of members with diverse industry backgrounds. For more information on the implementation of our policy, see page 31. The company has a compensation committee but not any other functional committees at present time. The company has performance evaluation guidelines for its board of directors in place; said guidelines are available for perusal on the company’s website. Performance evaluations are conducted annually. Results are referenced in setting the remuneration of individual directors and are published in the Q1 board of directors report of each year. The results of the 2020 performance evaluation can be found on Page 25, and were published in the board of directors report issued on Mar. 19, 2020. The board evaluates the independence of the company’s auditor annually based on the following criteria: Whether it has a business or interested party relationship with the company Whether it is representing the company in legal proceedings against a third party Whether it accepted any high-value gifts from an employee of the company or anyone affiliated with the company Whether it was coerced into making any inappropriate disclosures by the company The level of familiarity between the audit team and company employees Whether it has a “potential employment” relationship with the company *Whether the company has placed any pressure on the auditor to limit the normal scope of its audit |
No Deviation See “Additional Information” No Deviation No Deviation |
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| Evaluation Criteria | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviation and Reason |
|---|---|---|---|---|
| Y | N | Additional Information | ||
| 4. Has the company established a corporate governance team and has it assigned an employee or employees to the team to handle all corporate governance-related matters (including but not limited to providing board members with all information needed to conduct company affairs; assisting board members with legal compliance; ensuring the legal compliance of board and shareholder meetings; and publishing board and shareholder meeting minutes)? |
V |
The company’s board passed a motion on Aug. 14, 2017 to assign a dedicated corporate governance officer to handle all corporate governance-related matters, with personnel support to be provided by other departments. Our corporate governance officer has over three years of experience overseeing internal auditing, finance and shareholder affairs at a publicly listed company. The scope of the corporate governance officer’s responsibilities is defined in Article 2 of the company’s Corporate Governance Best Practice Principles. His primary responsibilities include providing board members with all information needed to conduct company affairs; assisting board members with legal compliance; ensuring the legal compliance of board and shareholder meetings; and planning corporate governance training programs for the board and the company’s executive officers. Corporate governance implementation in 2020 is detailed below: (1) A proposal to notify board members of the next board meeting and send them information relating to the next board meeting at least seven days prior to the meeting was approved. In addition, board members are to be notified of any potential conflict of interest they may have with a resolution, and must be sent the minutes of the meeting within 20 days of the meeting. (2) Annual training for the board was held. (3) The board’s annual performance evaluation was completed. (4) The company’s articles of association were revised in response to legal amendments and submitted to the board. (5) Board affairs, the annual report, and agenda handbooks were prepared. (6) Major announcements made at board and shareholder meetings were reviewed to ensure accuracy and legality. (7) The board received its annual corporate governance briefing. (8) An intellectual property management plan was submitted to the board and passed. |
No Deviation |
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| Evaluation Criteria | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviation and Reason |
|---|---|---|---|---|
| Y | N | Additional Information | ||
| 5. Has the company established communication channels for stakeholders (including but not limited to shareholders, employees, clients and suppliers), and does it maintain a section on its website for stakeholders to contact the company about corporate social responsibility issues? |
V |
To protect stakeholder rights, the company’s website has a contact section and email for stakeholders ([email protected]). The board is apprised of stakeholder relations annually. Different types of stakeholders and the issues that concern each group include the following: Employees: occupational safety and health, labor relations, ethical management, benefit systems, education and training Shareholders: operations and performance, legal compliance, investment environment Clients: product and service quality, market presence, supplementary business-side measures Suppliers: supplier evaluations, anti- corruption measures, legal compliance *Community groups: environmental protection,legalcompliance |
No Deviation | |
| 6. Does the company retain a professional transfer agency to organize its shareholder meetings? |
V | The company retains KGI Securities to organize shareholder meetings. |
No Deviation | |
| 7. Transparency (1) Does the company have a website and does it disclose financial and corporate governance information on said website? (2) Does the company utilize any other disclosure methods (e.g. English website, designated personnel that collate and disclose company information, spokesperson system, information from institutional investor conferences posted to the company website)? (3) Does the company publish and report its annual financial statements within two months of the end of the fiscal year, and does it publish and report its financial statements for the first three quarters of the year along with its monthly updates before the reporting deadline? |
V V V |
V | The company’s financial reports, corporate governance policies, articles of association and Chinese/English presentations from its institutional investor conferences can all be found on its website(http://www.cmt.tw). The website is maintained and updated by the company’s web team. Financial statements for Q1 were issued on May 13, 2020. Financial statements for Q2 were issued on Aug. 11, 2020. Financial statements for Q3 were issued on Nov. 13, 2020. Financial statements for 2020 were issued on Mar. 19, 2021. Monthly financial updates were all issued before the reporting deadline. |
No Deviation See “Additional Information” |
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| Evaluation Criteria | Implementation Status (Note) | Implementation Status (Note) | Implementation Status (Note) | Deviation and Reason |
|---|---|---|---|---|
| Y | N | Additional Information | ||
| 8. Does the company have and provide any other material information that would help stakeholders better understand the company’s implementation of corporate governance measures (including but not limited to employee rights, employee welfare, investor relations, supplier relations, stakeholder rights, continuing education of directors and supervisors, implementation of risk management policies and risk assessment standards, implementation of client policies, and the purchase of liability insurance for directors and supervisors)? |
V |
The company provides employees with continual vocational training to strengthen their professional abilities. The company’s employee welfare committee holds numerous outreach programs for employees every year. The company’s website provides a dedicated communication channel for stakeholders and the company has a dedicated team charged with handling stakeholder-related issues. Disclosures on the continuing education of the company’s directors and supervisors can be found in the corporate governance section (3.4.8) of this report. The company’s risk management policy has already been approved by the board. Details on implementation can be found in the risk assessment section (7.6) of this report. Since 2008, the company has maintained directors and officers liability insurance for the board. The policy covers legal liability for damages incurred within the normal scope of doing business. In 2020, Fubon Insurance underwrote the company’s US$6 millionpolicy. |
No Deviation |
|
| 9. Please specify the changes that have been made in response to last year’s corporate governance evaluation report from the Taiwan Stock Exchange’s Corporate Governance Center, and any prioritized changes and measures if no response has been made. |
V | The company has made the following changes in response to the center’s evaluation report: Performance evaluations are now conducted annually for the board as a whole, individual board members, and functional members. Results are disclosed in the company’s annual report. Risk management policies are now in place and an intellectual property management plan has been submitted to the board. Prioritized changes for the future: The evaluation of criteria that received zero points The company’s corporate governance policies will be disclosed on the company’swebsite |
See “Additional Information” |
|
| Note: Please answer “yes” or “no” to all criteria listed regardless of answer, and use the “Additional Information” column if further explanation is needed. |
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- The company’s board-approved Corporate Governance Best Practice Principles details diversification policies for the board, with the relevant clause listed below:
Article 3-11 “Reinforcing the Function of the Board of Directors”
- The company’s board of directors has responsibilities to shareholders. Corporate governance measures are implemented in accordance with the Company Act, the company’s articles of association, or shareholder meeting resolutions.
The structure of the company’s board of directors should be based on the company’s actual operating needs and shareholder stakes, with a minimum of five seats. The composition of the board should be as diverse as possible, whether that means professional expertise, work experience or gender. To achieve corporate governance goals, the board as a whole should possess the following qualities: (1) sound business judgment; (2) accounting and financial analysis ability; (3) business management ability; (4) crisis management ability; (5) industry knowledge; (6) familiarity with international markets; (7) leadership ability; (8) decision-making ability.
-
Members of the 16[th] board, in place from July 2019 to June 2022, come from an array of backgrounds. The board is composed of seven directors, including two independent directors, and two supervisors. Independent directors make up 28.6 percent of the board, while 28.6 percent of directors are concurrent company employees. Twenty-nine percent of directors are under the age of 65, while 57 percent are between the ages of 65 and 74 and 14 percent are over the age of 75. As of Dec. 31, 2020, independent directors have a term of five years.
-
The company’s directors come from various backgrounds and have a wealth of professional experience. Fifty-six percent of the board has experience in shipping and 22 percent has experience in finance. Eleven percent each has experience in, respectively, mechanical and civil engineering. The company’s directors therefore complement each other in both the execution of their duties and corporate governance principles. The company highly values expertise and experience in shipping and aims to have at least 50 percent of board members with shipping backgrounds. The current board meets this goal.
| Diversity Criteria Title & Name |
Gender |
Board Diversity Status | Board Diversity Status | Board Diversity Status | |||
|---|---|---|---|---|---|---|---|
| Education | Business Management Ability |
Industry Knowledge |
Familiarity with International Markets |
Leadership and Decision- making Ability |
Accounting and Financial Analysis Ability |
||
| Chair William Peng | M | Masters Degree, Columbia University |
| | | | |
| Director Muh-Haur Jou | M | Navigation, National Taiwan Ocean University |
| | | | |
| Director John Y.K. Peng | M | Mechanical Engineering, Villanova University |
| | | | |
| Director James S.C. Tai | M | Naval Architecture and Marine Engineering, University of Strathclyde, Glasgow, UK |
| | | | |
| Director Mei Char-lie | M | Master of Shipping and Transportation Management, National Taiwan Ocean University |
|
| | | |
| Independent Director Donald Kuo-Liang Chao |
M | Master of Science in Shipping and Shipbuilding Management, Massachusetts Institute of Technology |
| | | | |
| Independent Director Paul Shih-Sheng Lai |
M | Doctor of Philosophy in Civil Engineering, Massachusetts Institute of Technology |
| | | | |
| Supervisor Spencer Yang |
M | Economics, National Taiwan University |
| | | | |
| Supervisor Bing-Hsiu Kuo |
M | Master of Shipping Technology, National Taiwan Ocean University |
|
| | | - |
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3.4.4 Compensation Committee Composition and Operations
3.4.4.1 Compensation Committee Members
| Title (Note 1) |
Criteria Name |
At Least Five Years Work Experience and Professional Qualifications |
At Least Five Years Work Experience and Professional Qualifications |
At Least Five Years Work Experience and Professional Qualifications |
Criteria | Criteria | Criteria | for Independent Supervisors (Note 2) | for Independent Supervisors (Note 2) | for Independent Supervisors (Note 2) | for Independent Supervisors (Note 2) | for Independent Supervisors (Note 2) | for Independent Supervisors (Note 2) | for Independent Supervisors (Note 2) | Number of Seats on the Compensa tion Committee s of Other Publicly Traded Companies |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| College-level or Above Teaching Experience in Commerce, Law, Finance, Accounting or Business Management |
Professional Licenses or Certificates in Judicial, Prosecutorial , Legal, Accounting, or Business Management Fields |
Work Experience in Commerce , Law, Finance, Accounting or Business Manageme nt |
1 | 2 | 3 | 4 | 5 | 6 | 7 | 8 | 9 | 10 | |||
| Independent Director |
Donald Kuo- Liang Chao |
Y | | | | | | | | | | | 0 | ||
| Independent Director |
Paul Shih- ShengLai |
Y | Y | Y | | | | | | | | | | | 0 |
| Other | You-Jiun Lung |
Y | Y | | | | | | | | | | | 0 |
Note 1: Please fill in the "Title" column with "director," "independent director," or "other."
- tenure with the company.
-
(1) Not an employee of the company or any of its affiliates.
-
(2) Not a director or supervisor of the company or any of its affiliates. This does not apply to independent directors who were appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or other subsidiaries owned by the parent company.
-
(3) Not a shareholder whose shares, when combined with the shares of their spouse, minor children, and nominee shareholders, exceed 1 percent of the company’s total outstanding shares; not one of the company’s top 10 shareholders.
-
(4) Not the spouse; a first- or second-degree relative; or a first-, second-, or third-degree lineal relative of any executive officer described in (1) or any person in (2) or (3).
-
(5) Not a director, supervisor, or employee of a corporate shareholder that directly holds in excess of 5 percent of the company’s total shares; that is one of the company’s top five shareholders; or that designates a representative to serve as a director or supervisor of the company under Article 27-1 or 27-2 of the Company Act. This does not apply to independent directors who were appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or other subsidiaries owned by the parent company.
-
(6) Not a director, supervisor, or employee of any company that is controlled by a person who controls the majority of the company’s board seats or voting shares. This does not apply to independent directors who were appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or other subsidiaries owned by the parent company.
-
(7) Not a director/governor, supervisor, or employee of any company or institution whose chair, CEO or other employee in an equivalent position is the same as the company, or the spouse of the chair, CEO, or other employee. This does not apply to independent directors appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or other subsidiaries owned by the parent company.
-
(8) Not a director, supervisor, executive officer or shareholder that owns in excess of 5 percent of a specified company or institution that has a financial or business relationship with the company. This does not apply to independent directors appointed under the Securities and Exchange Act or local laws and that are concurrently employed by the company, its parent company, its subsidiaries, or subsidiaries owned by the parent company that hold between 20 and 50 percent of the company’s shares.
-
(9) Not a professional individual or owner, partner, director, supervisor, executive officer of a sole proprietorship, partnership, company, or institution, or spouse thereof, that provides auditing services to the company or any of its affiliates, or that has provided commercial, legal, financial, accounting or related services to the company or any of its affiliates within the past two years for which compensation exceeded NT$500,000. Under the Securities and Exchange Act, Business Mergers and Acquisition Act and related laws, this does not apply to members of the company’s compensation committee, public tender review committee, and special merger and acquisition committee.
-
(10) Not a person to whom Article 30 of the Company Act applies.
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3.4.4.2 Attendance at Compensation Committee Meetings
3.4.4.2.1 The company’s compensation committee has three members.
- 3.4.4.2.2 The current committee’s term runs from July 1, 2019 to June 30, 2022. Two (A) committee meetings were held in 2020. Attendance details are as follows:
| Title | Name | Meetings Attended (B) |
Attendance by Proxy |
Attendance Rate (%) (B/A) Note) |
Remarks |
| Convener | Donald Kuo-Liang Chao | 2 | 0 | 100% | None |
| Committee Member |
Paul Shih-Sheng Lai | 2 | 0 | 100% | None |
| Committee Member |
You-Jiun Lung | 2 | 0 | 100% | None |
| Other Items for Disclosure 1. If the board chose not to adopt a recommendation or revision proposed by the compensation committee, disclose the date and session of the relevant meeting, along proposal and resolution in question and the company’s response: None. 2. If a compensation committee member opposed or reserved judgment on a proposal either on record or in a written statement, disclose the date and session of the relevant meeting, along with the proposal and resolution in question, the stated opinion of every committee member, and the company’s response: None. 3. The compensation committee’s resolutions to proposals in 2020, along with the company’s response, were as follows: Meeting Date Proposal Resolution Company’s Response Feb. 7, 2020 Remuneration proposal for Independent directors with a conflict Submitted to and the collective board of interest excused themselves and approved by the board the proposal was passed by the remaining members of the committee Mar.23, 2020 Employee and board Approved by the committee Submitted to and remuneration allocation plan approved by the board Assessment of director, Approved by the committee Submitted to and supervisor, and executive approved by the board officer salaries 4. Scope of the Compensation Committee’s Responsibilities: (1) Defining and periodically reviewing the company’s remuneration policies, system, standards and structure against the performance evaluations of directors, supervisors, and executive officers. (2) Periodically reviewing the remuneration of directors, supervisors, and executive officers. |
Note: If a member of the compensation committee was replaced before the end of the year, disclose the names of both the outgoing and incoming members (indicating which is which) and the date of the change. Attendance rate (%) should be calculated based on number of committee meetings held and number of members present.
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3.4.5 Corporate Social Responsibility Implementation, Deviations from “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx Listed Companies,” and Reason for Deviation
| Evaluation Criteria | Implementation and Status (Note 1) | Implementation and Status (Note 1) | Deviation and Reason |
|
|---|---|---|---|---|
| Y | N | Additional Information (Note 2) | ||
| 1.Has the company performed an operational risk assessment of environmental, social, and governance issues based on the materiality principle, and does it have relevant risk management policies in place? (Note 2) 2. Does the company have a dedicated (concurrent) department to implement corporate social responsibility? Has the board assigned senior management to a corporate social responsibility team, and does the officer or team report to the board on implementation? 3. Environmental Issues (1) Does the company have industry-appropriate environmental management policies? (2) Is the company committed to improving its resource use efficiency, and does it use renewable materials to minimize the environmental impact of its operations? |
V V V V |
The materiality assessment has been completed. A task force led by the company president and made up of managers from relevant departments drafted feasible risk management mechanisms and implemented a risk response plan to minimize potential losses. The company’s risk control policy was passed by the board on Dec. 8, 2020. The board is briefed on risk management once a year. The company’s corporate social responsibility team is headed by the president of the company, with support from the General Administration Department, Personnel Department, and Ship Management Department. The team monitors the economic, environmental, social and labor issues resulting from company operations and assesses how they are handled. The board is briefed by the team once a year. The company’s fleet was outfitted in accordance with the International Convention for the Prevention of Pollution from Ships. The fleet is also compliant with the International Safety Management Code (which includes environmental protection measures) in accordance with Chapter IX of the International Convention for the Safety of Life at Sea. The fleet is certified by Lloyd’s Register and is maintained by the company’s Shipping Department. The company has adopted numerous measures to minimize its environmental impact, including energy-efficient lighting in offices, fewer tube lights, turning off office electronics that are not in use, thermostat controls during the summer, waste paper recycling, trash sorting, reduction of waste volume, and using electronic documents whenever possible. |
No Deviation No Deviation No Deviation No Deviation |
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| Evaluation Criteria | Implementation and Status (Note 1) | Implementation and Status (Note 1) | Deviation and Reason |
|
|---|---|---|---|---|
| Y | N | Additional Information (Note 2) | ||
| (3) Has the company assessed potential climate change-related risks and opportunities, both present and future, and has it adopted climate-related countermeasures? |
V | The company is compliant with environmental laws and regulations. In accordance with the International Convention for the Control and Management of Ships' Ballast Water and Sediments issued by the International Maritime Organization’s Marine Environment Protection Committee, ballast water equipment has already been installed on the majority of the ships. The remaining ships will have the equipment installed the next time they undergo dock repairs. On the sulfur emissions front, the fuel tanks of company ships have been thoroughly cleaned and are now filled with compliant low-sulfur fuel. The company has also replaced its inland container tractors with newer, environmental models. |
No Deviation | |
| (4) Does the company have statistics on its greenhouse gas emissions, water consumption, and waste volume in the last two years, and does it have management policies in place to reduce energy consumption, carbon emissions, greenhouse gas emissions, water consumption and waste generation? |
V | The company’s Capesize bulk carriers, container tractors, and warehouse logistics machinery are inspected to ensure they meet greenhouse gas emission standards. CO2 emissions: 2020: 358,845 tons 2019: 385,182 tons (publicly disclosed in the corporate governance section of the Market Observation Post System website) Field and office water consumption: 2020: 11,368 m³ 2019: 12,351 m³ Recyclable waste: 2020: Scrap iron and hardware: 22,601 kg 2019: Scrap iron and hardware: 38,216 kg 2020: Used engine oil: 23,318 L 2019: Used engine oil: 26,418 L The company’s environmental policies and implementation of said policies are disclosed on the company’s website. Concrete actions that have been taken include the installation of ballast water equipment, cleaning of fuel tanks and switch to low-sulfur fuel, periodic maintenance of diesel engines and generators, replacement of energy-inefficient key reserve parts, and fuel usage controls. In addition, propeller caps have been installed to boost propulsive efficiency and underwater hulls are cleaned and sprayed with anti-fouling paint for improved drag reduction and fuel efficiency. Other measures implemented over the years include the purchase of low-emission tractors, the promotion of energy-efficient driving practices, the installation of Water- Efficiency Label facilities, periodic inspections of water pipeline networks for leak prevention, and implementation of trash sorting and recycling. |
No Deviation |
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| Evaluation Criteria | Implementation and Status (Note 1) | Deviation and Reason |
||
|---|---|---|---|---|
| Y | N | Additional Information (Note 2) | ||
| 4. Social Issues (1) Does the company have management policies and procedures compliant with relevant laws and the International Bill of Human Rights? (2) Does the company have and has it implemented reasonable employee welfare measures (including salary, paid time off, and other benefits), and are employee salaries a reasonable reflection of performance and achievements? (3) Does the company provide employees with a safe, healthy work environment? Does it provide regular safety and health education for employees? (4) Does the company offer career development and training programs for employees? |
V V V V |
To live up to its corporate social responsibility and uphold the basic human rights of employees and stakeholders, the company adheres to the principles contained within the International Bill of Human Rights, which includes the International Covenant on Civil and Political Rights; International Covenant on Economic, Social and Cultural Rights; Convention on the Rights of Persons with Disabilities; and the Convention on the Elimination of All Forms of Discrimination Against Women. The company is also compliant with Taiwan’s Labor Standards Act, Act of Gender Equality in Employment, Employment Service Act, and other relevant laws. It provides a safe, healthy working environment through management principles that promote diversity and tolerance, fair wage and benefit evaluations, and freedom from discrimination. It also holds quarterly capital-labor meetings to ensure the rights of both sides remain protected. The company’s employee welfare measures are detailed on Page 65 of this report. The company adjusts wage levels annually based on operational performance. Company facilities are inspected and cleaned three times a day and disinfected regularly. Machinery and fire safety inspections are also conducted regularly. The company provides annual health exams and vocational safety training for employees. In 2020, 303 employees attended 1,085 hours of labor safety, vocational safety, and sanitation and hygiene training. The company’s rotational transfer system provides employees with training opportunities and helps them develop professional skills. The company encourages employees to boost their competitiveness by pursuing further education and improving their professional English fluency. In 2020, 111 employees attended 624 hours of professional courses. |
No Deviation No Deviation No Deviation No Deviation |
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| Evaluation Criteria | Implementation and Status (Note 1) | Implementation and Status (Note 1) | Implementation and Status (Note 1) | Deviation and Reason |
|---|---|---|---|---|
| Y | N | Additional Information (Note 2) | ||
| (5) Is the company compliant with relevant laws, regulations and international standards governing customer health and safety, privacy, marketing preferences and labeling? Does the company have consumer protection policies and standard operating procedures for processing consumer complaints? (6) Does the company have supplier management policies? Does it require its suppliers to be compliant with environmental and occupational safety regulations, and labor and human rights standards? What is the status of implementation of these policies? 5. Does the company reference international reporting standards and guidelines in the preparation of non-financial disclosure reports, including its corporate social responsibility report? Has the veracity of the information contained in said report(s) been verified by a third-party certification body? |
V V V |
The company’s bulk shipping, inland trucking and warehouse logistics operations are compliant with, respectively, the International Safety Management Code, Regulations for Automobile Transportation Operators, and Regulations Governing the Customs Management of Container Terminals. As the company’s operations do not include design, production, manufacturing or sales, the consumer-related policies are not applicable to the company. The company’s supplier management policies and the status of their implementation are disclosed on the company’s website. The company asks its suppliers to self-evaluate annually on product quality, delivery, operations and sustainability. The company uses these self-evaluations to gauge suppliers’ environmental, social and governance performance and decide which suppliers to work with. This is one way the company upholds environmental protection and labor rights. The company has not issued a corporate social responsibility report at this time and will reference international reporting standards and guidelines when it does so in the future. |
No Deviation No Deviation No Deviation |
|
| 6. If the company has established its own corporate social responsibility guidelines in accordance with the “Corporate Social Responsibility Best Practice Principles for TWSE/TPEx-Listed Companies,” please specify the status of said guidelines and any deviations from the official principles: Not applicable. 7. Is there any other material information that would assist the public in understanding the company's corporate social responsibility implementation? Details on implementation can be found on the company's website. The company is dedicated to social welfare and is a long-term supporter of social welfare programs. It partners with charitable foundations including the Formosan Diabetes Care Foundation, Taiwan Fund for Children and Families, World Vision Taiwan, Taipei Medical University's Penghu volunteer clinic, and the Taipei City Department of Social Welfare's meal program for the disadvantaged to help disadvantaged families and groups. The company's efforts in this area not only provide the families of employees with a healthy growth environment, but also maximizes shareholder rights in a way that allows the company to live up to its social responsibility. |
-
Note 1: Please specify the key policies and measures that have been adopted for all criteria checked "Yes," along with the status of implementation. Please specify the reasons for deviation, along with the policies, strategies and measures that will be adopted in the future for all criteria checked "No."
-
Note 2: "Materiality principle" refers to environmental, social and governance issues that have a significant impact on the company's investors and stakeholders.
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3.4.6 Ethical Corporate Management Implementation, Deviations from “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” and Reason for Deviation
| Evaluation Criteria | Implementation and Status | Implementation and Status | Deviation and Reason |
|
|---|---|---|---|---|
| Y | N | Additional Information | ||
| 1. Establishment of ethical management policies and plans (1) Does the company have a board- approved ethical management policy? Is this policy included in the company’s articles of association and external documents, and has the board of directors and senior management demonstrated an active commitment to implementing it? (2) Does the company have risk assessment mechanisms for unethical conduct? Does it regularly assess business activities within its scope of operations that are at higher risk for unethical conduct? Does it have preventive measures that at a minimum include the measures set forth in Article 7-2 of “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies”? (3) Does the company have set procedures for preventing unethical conduct, a code of conduct, a penalty system for breach of conduct and grievance procedures? Have these procedures been implemented, and are they periodically reviewed and revised? |
V V V |
Ethical management policies are included in the company’s “Ethical Management Guidelines,” “Code of Conduct,” and “Code of Conduct Implementation Guidelines.” After these policies were approved by the board, they were immediately disclosed on the company’s website. The company is proactive in implementing ethnical management policies and reaffirms the importance of ethical management during internal meetings. The company also closely monitors its relationships with customers, suppliers and stakeholders for bribery. The company discloses all material information immediately to strengthen its internal audit system. Employee education and training programs are regularly held. The company has policies and guidelines for preventing unethical conduct. These policies include the preventive measures set forth in Article 7-2 of “Ethical Corporate Management Best Practice Principles for TWSE/TPEx-Listed Companies.” All relevant information is disclosed on the company’s website. All company employees are expected to comply with the company’s conduct guidelines, and violators are penalized. The company complies with ethical management guidelines and strictly prohibits employees from offering or accepting bribes. Political contributions are also prohibited. Operating procedures are set forth in the “Code of Conduct Implementation Guidelines,” which are regularly reviewed for appropriateness and efficacy. |
No Deviation No Deviation No Deviation |
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| Evaluation Criteria | Implementation and Status | Implementation and Status | Deviation and Reason |
|
|---|---|---|---|---|
| Y | N | Additional Information | ||
| 2. Implementation of Ethical Management (1) Does the company evaluate the ethical management records of the companies it does business with, and does it include explicit ethical conduct clauses in its contracts with them? (2) Does the company have a dedicated ethical management office that is overseen by the board, and does the office brief the board on the status of ethical management policy implementation, prevention of unethical conduct, and supervision at least once a year? (3) Does the company have a conflict of interest prevention policy, and does it provide suitable reporting channels for such conflicts? (4) Does the company have an effective ethical accounting system and internal control system that are used by the company’s internal audit office to draft audit plans based on unethical conduct risk assessments, or does it commission an accountant to perform these checks? |
V V V V |
Before the company enters into major transactions, it evaluates suppliers or customers it would potentially work with. The company does not work with suppliers or customers that have a record of unethical conduct. The company’s ethical management operations are directed by a part-time unit at its headquarters. Its chief responsibilities include drafting legally compliant anti- corruption measures; designing a reporting system; organizing training courses; implementing a clear, defined, and effective penalty-reward system; and reporting to the board on the above operations once a year. The company has conflict of interest avoidance clauses in its “Code of Conduct,” and has a conflict of interest reporting channel on its website. CMT employees are prohibited from using company resources or transferring benefits to themselves or their friends and family in the course of doing business. They are also prohibited from abusing their position for personal gain. The company has excellent accounting and internal control systems, and its audit plans are conducted based on the company’s internal self-evaluation and risk assessment system. The company’s annual audit includes spot checks of areas or items that are deemed higher risk for unethical conduct. |
No Deviation No Deviation No Deviation No Deviation |
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| Evaluation Criteria | Y | N | Implementation and Status Additional Information |
Deviation and Reason |
|---|---|---|---|---|
| (5) Does the company regularly provide internal and external ethical management education and training? 3. Implementation of corporate whistleblowing system (1) Does the company have an explicit whistleblowing policy and reward system, along with a convenient reporting channels? Does it assign suitable personnel to oversee internal investigations? (2) Does the company have a standard operating procedure for investigating tips or complaints, and does it have confidentiality mechanisms in place? (3) Does the company have a system in place to protect whistleblowers from retaliation? |
V V V V |
The company’s employees regularly take part in external ethical management education and training. The company also keeps employees up-to-date on internal ethical management policies. In 2020, 720 employees attended 1,939 hours of ethical management and social responsibility courses. The company’s tip processing procedure is detailed in the board-approved “Code of Conduct Implementation Guidelines.” Cases are processed by a board supervisor. There is also a reporting email account, [email protected], that can be found on the company’s website. If it becomes necessary, cases may be resolved through the judicial system. The company’s operating procedures have been approved by the board. When a tip is received, it is processed in the following manner: If the tip involves a director or executive officer, it will be handled by a supervisor. If it becomes necessary, the legal department will provide assistance. If the tip proves to be true, the employee involved will be punished immediately. If necessary, damages may be paid. The name, title, and violation of the employee, along with the resolution, will be internally disclosed without delay. If evidence of inappropriate conduct is found, the company should review its internal controls and operating procedures, and draw up measures to prevent something similar from happening again. The identities of whistleblowers are kept confidential and the company promises to protect them from retaliation. |
No Deviation No Deviation No Deviation No Deviation |
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| Evaluation Criteria | Implementation and Status | Implementation and Status | Implementation and Status | Deviation and Reason |
|---|---|---|---|---|
| Y | N | Additional Information | ||
| 4. Reinforcing information disclosure (1) Does the company disclose its ethical management policy and its status of implementation on its website and the Market Observation Post System website? |
V | The company’s ethical management policies are disclosed on its website and on the Market Observation Post System website |
No Deviation | |
| 5.If the company has established its own ethical corporate management guidelines in accordance with the “Ethical Corporate Management Best Practice Principles for TWSE/GTSM Listed Companies,” please specify the status of said guidelines and any deviations from the official principles: The company has established ethical corporate management guidelines and its everyday operations are in compliance with these guidelines. |
||||
| 6. Is there any other material information that would assist the public in understanding the company's ethical corporate management practices (e.g. company reviews of its ethical management principles)?: The company is in compliance with the Company Act, Securities and Exchange Act, and regulations governing the management of public companies. These laws and regulations provide the foundation for the company’s ethical corporate management practices. The company closely monitors legal developments and periodically reviews its articles of association. |
- 3.4.7 If the company has established its own corporate governance guidelines or regulations, please disclose where they can be found: The company’s board-approved “Corporate Governance Best Practice Principles” can be found on the company’s website, http://www.cmt.tw, and on the Market Observation Post System website, http://mops.twse.com.tw.
3.4.8 Other Key Corporate Governance-Related Information for Disclosure 3.4.8.1 Director and Supervisor Training in 2020
| Title | Name | Date | Organizer | Course Name | Hours |
|---|---|---|---|---|---|
| Director | Muh-Haur Jou | July 28, 2020 | Securities and Futures Institute |
The Corporate Risk Impact of the New Labor Incident Act |
3 |
| July 28, 2020 | The Function of a Corporate Board from a Corporate Fraud Prevention Perspective |
3 | |||
| Director | James S.C. Tai | June 12, 2020 | Taiwan Corporate Governance Association |
Top Ten Corporate Governance Lessons |
3 |
| Aug. 7, 2020 | Key Technologies in 5G and IoT and Their Market Applications |
3 | |||
| Director | Char-Lie Mei | Oct. 23, 2020 | Taiwan Corporate Governance Association |
Information Security: Challenges and Countermeasures |
3 |
| Nov. 17, 2020 | Corporate Governance Evaluation Indicators: Intellectual Property Management |
3 | |||
| Independent Director |
Paul Shih- Sheng Lai |
Oct. 16, 2020 | Taiwan Corporate Governance Association |
Tax Management Trends in the Post-Pandemic Era |
3 |
| Dec. 22, 2020 | The Role of Independent Directors in Corporate Operations and Governance |
3 |
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| Independent Director |
Donald Kuo- Liang Chao |
Sept. 22, 2020 | Taiwan Corporate Governance Association |
The Capital Market and Corporate Governance |
3 |
|---|---|---|---|---|---|
| Oct. 14, 2020 | Establishing and Operating an Audit Committee |
3 | |||
| Supervisor | Spencer Yang | Sept. 11, 2020 | Taiwan Corporate Governance Association |
Corporate Governance: Case Studies |
3 |
| Oct. 14, 2020 | Establishing and Operating an Audit Committee |
3 | |||
| Supervisor | Bing-Hsiu Kuo | Oct. 14, 2020 | Taiwan Corporate Governance Association |
Establishing and Operating an Audit Committee |
3 |
| Oct. 27, 2020 | ESG Development Trends and Social Responsibility Investment |
3 |
3.4.8.2 Executive Officer Corporate Governance Training in 2020
| Title | Name | Date | Organizer | Course Name | Hours |
|---|---|---|---|---|---|
| President | James S.C. Tai | June 12, 2020 | Taiwan Corporate Governance Association |
Top Ten Corporate Governance Lessons |
3 |
| Aug. 7, 2020 | Key Technologies in 5G and IoT and Their Market Applications |
3 | |||
| Executive Vice President |
Char-Lie Mei | Oct. 23, 2020 | Taiwan Corporate Governance Association |
Information Security: Challenges and Countermeasures |
3 |
| Nov. 17, 2020 | Corporate Governance Evaluation Indicators: Intellectual Property Management |
3 | |||
| Vice President of Finance |
Derry Sun | Oct.12-13, 2020 |
Accounting Research and Development Foundation |
An Accounting Executive's First Term |
12 |
| Oct. 19-21, 2020 |
18 | ||||
| Corporate Governance Officer |
Catherine Kuei- Huei Huang |
July 24, 2020 | Taiwan Corporate Governance Association |
Ethical Corporate Management, Corporate Governance and Corporate Social Responsibility |
3 |
| Oct. 14, 2020 | Establishing and Operating an Audit Committee |
3 | |||
| Oct. 16, 2020 | Taiwan Stock Exchange |
Corporate Governance and Ethical Board of Directors Conference |
3 | ||
| Oct. 30, 2020 | Taiwan Corporate Governance Association |
How to Review Financial Reports for Audit Committees |
3 | ||
| Nov. 27, 2020 | Advanced Practices for Audit Committees |
3 |
3.4.8.3 For material disclosures, the company follows the “Verification and Public Disclosure of Material Information by Public Companies,” “Regulations Governing the Scope of Material Information and the Means of its Public Disclosure” under the Securities and Exchange Act, and “Insider Trading Prevention Management Operations” as stipulated in the company’s internal controls.
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3.4.9 Disclosures on the Implementation of Internal Controls
3.4.9.1 Statement on Internal Controls for 2020
Chinese Maritime Transport Ltd. Statement on Internal Controls
Date: March 19, 2021
The company declares the following regarding its internal control system and the results of its internal control self-evaluation in 2020:
-
The company understands and acknowledges that it is the responsibility of the Board of Directors and executive officers to establish, implement, and uphold an internal control system, and it has established such a system. The system exists to reasonably ensure effective and efficient business operations, including profitability, performance and asset security; reliable, timely, and transparent financial reporting; and compliance with relevant laws and regulations.
-
No matter how well designed an internal control system is, it will have inherent limitations. As such, an effective internal control system can only reasonably ensure the three goals listed above. In addition, the efficacy of an internal control system will change with environmental and operational changes. The company's internal control system therefore includes self-monitoring mechanisms that allow areas that are lacking to be addressed once they are recognized.
-
The company evaluates the effectiveness of the design and implementation of its internal control system using the five management control criteria categories listed in "Regulations Governing Establishment of Internal Control Systems by Public Companies," which include 1) control environment; 2) risk assessment; 3) control operations; 4) information and communication; 5) supervision. Each category has its own audit criteria. For more information, see "Regulations Governing Establishment of Internal Control Systems by Public Companies."
-
The company uses the internal control criteria categories listed above to evaluate the design and efficacy of its internal control system.
-
Based on the results of its internal evaluation, the company holds that the design and implementation of its internal control system, along with the supervision and management of its subsidiaries, were reasonably effective in achieving the goals of effective and efficient operations; reliable reporting; and legal compliance as of Dec. 31, 2020.
-
This statement will be a key part of the company's annual report and prospectus, and will be publicly disclosed. The company will face legal liability for fraud, concealment or unlawful practices under Articles 20, 32, 171 and 174 of the Securities and Exchange Act.
-
This statement was unanimously approved by all seven of the company's directors during a board meeting held on March 19, 2021.
Chinese Maritime Transport Ltd.
Chair: William Peng
President: James S. C. Tai
3.4.9.2 If the company commissioned an accounting firm to perform its internal control evaluation, disclose the report here: Not applicable.
3.4.10 If the company or any of its employees were legally punished in the last fiscal year and as of the publication date of this report, or if the company punished an employee for violating internal controls, describe the penalty, violation and response by the company: Not applicable.
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-
3.4.11 Major Shareholder and Board Resolutions in the Last Fiscal Year and as of the Publication Date of This Report
-
3.4.11.1 Major Shareholder Resolutions and Status of Implementation in the Last Fiscal Year and as of the Publication Date of This Report
| Date | Resolution | Implementation |
|---|---|---|
| May 13, 2020 | 1.Approved 2019 financial statements 2.Approved 2019 profit distribution proposal 3.Approved revisions to company’s articles of association 4.Approved revisions to company’s board of directors and supervisors election rules 5. Approved removal of non-competition clause for corporate shareholder representatives |
1.The company distributed cash dividends of NT$0.8 per share for 2019 with a record date of July 14, 2020 and stock dividend payment date of Aug. 7, 2020. 2. All resolutions passed at the shareholder meeting have been duly implemented. |
- 3.4.11.2 Major Board Resolutions in the Last Fiscal Year and as of the Publication Date of This Report
| Date | Resolution |
|---|---|
| Feb. 7, 2020 | 1.Approved resolution to convene 2020 shareholder meeting 2.Approved revisions to company’s articles of association 3.Approved revisions to company’s board of directors and supervisors election rules 4.Approved management transfer 5.Approved engagement of CPA for 2020 6. Approved collective remuneration proposal for the board |
| Mar. 23, 2020 | 1.Approved employee and board remuneration distribution proposal 2.Approved individual and consolidated financial statements for 2019 3.Approved profit distribution proposal for 2019 4.Approved 2019 operating report 5.Approved effectiveness assessment and statement of declaration on internal controls 6. Approved removal of non-competition clause for managers 7.Approved additions to 2020 shareholder meeting agenda 8.Approved management hire |
| May 13, 2020 | 1. Approved proposal to issue secured ordinary bonds 2. Approved cash increase for subsidiaries 3. Approved Associated Transport Inc. endorsement proposal |
| Aug. 11, 2020 | 1. Approved management transfer 2. Approved cash increase for subsidiary 3. Approved revisions to “Internal Audit Implementation Regulations” |
| Nov. 13, 2020 | 1. Approved operating plan and budget for 2021 2. Approved audit plan for 2021 |
| Dec. 8, 2020 | 1. Approved corporate risk control policy 2. Approved securities sale proposal |
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| Date | Resolution |
|---|---|
| Jan. 8, 2021 | Approved securities sale proposal |
| Mar.19, 2021 | 1. Approved employee and board remuneration distribution proposal 2. Approved individual and consolidated financial statements for 2020 3. Approved resolution to convene 2020 shareholder meeting 4. Approved revisions to company’s articles of association 5. Approved revisions to shareholder meeting regulations 6. Approved effectiveness assessment and statement of declaration on internal controls 7. Approved engagement of CPA for 2021 |
| May 12, 2021 | 1. Approved profit distribution for 2020 2. Approved revisions to statement of declaration on internal controls 3. Approved new proposal for convening shareholder meeting 4. Approved proposal to provide collateral for subsidiary financing |
| May 20, 2021 | Approved proposal to endorse loan for subsidiaries |
-
3.4.12 Objections to major board resolutions in the last fiscal year and as of the publication date of this report from individual directors or supervisors, for which there is either a written or video record of said objection: None.
-
3.4.13 Resignation or Termination of Key Personnel in the Last Fiscal Year and as of the Publication Date of This Report
| Title | Name | Date of Hire | Date of Resignation or Termination |
Reason for Resignation or Termination |
|---|---|---|---|---|
| Vice Chair | AGCMT GROUP Representative: Muh-Haur Jou |
July 1, 2019 | July 1, 2020 | Retired as vice chair; appointed to board of directors |
| Finance Manager | Derry Sun | Oct. 1, 2020 | None | New hire |
| Finance Manager | Yeh Man-Hung | July 1, 2000 | Sept. 30, 2020 | Retirement |
| Audit Manager | Derry Sun | July 1, 2016 | Sept. 30, 2020 | Transfer |
| Audit Manager | Chen Fang | Oct. 1, 2020 | None | Transfer |
- Note: “Related parties” refers to a company’s chair, president, accounting manager, finance manager, internal audit manager, corporate governance manager, and research and development manager. For corporations, both the name of the corporation and the name of its representative should be disclosed.
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3.5 CPA Fees
3.5.1 CPA Fees
| 3.5.1 CPA Fees | ||||
|---|---|---|---|---|
| CPA Firm | Auditors | Audit Period | Remarks | |
| KPMG Taiwan | Samuel Au | Isabella Lou | Jan. 1, 2020 to Dec. 31, 2020 | None |
Unit: NT$1,000
| Unit: NT$1,000 | ||||
|---|---|---|---|---|
| Fee Type Fee Scale |
Audit Fees | Non-Audit Fees | Total | |
| 1 | Under NT$2,000 | - | 243 | 243 |
| 2 | NT$2,000 to NT$4,000 | - | - | - |
| 3 | NT$4,000 to NT$6,000 | 5,300 | - | 5,300 |
| 4 | NT$6,000 to NT$8,000 | - | - | - |
| 5 | NT$8,000 to NT$10,000 | - | - | - |
| 6 | Over NT$10,000 | - | - | - |
| CPA Firm |
Auditor s |
Audit Fees |
Non-Audit Fees | Non-Audit Fees | Non-Audit Fees | Audit Period |
Remarks | ||
|---|---|---|---|---|---|---|---|---|---|
| System Design |
Business Registration |
Human Resources |
Other |
Subtotal | |||||
| KPMG Taiwan |
Samuel Au |
5,300 | - | - | - | 243 | 243 | Jan. 1, 2020 to Dec. 31, 2020 |
Non-audit fees: corporate bond issuance and transfer pricing fee |
| Isabella Lou |
- Individually list non-audit fees by service category. If non-audit fees listed under “Other” account for 25 percent of total non-audit fees, provide further information in the “Remarks” column.
3.5.2 If the company replaced its CPA firm and audit fees for the fiscal year the replacement took place are lower than the previous year, disclose the difference in audit fees from the two years, the percentage of reduction, and the reason: Not applicable
3.5.3 If the audit fee is over 15 percent less than the previous year, disclose the difference in audit fees from the two years, the percentage of reduction, and the reason: Not applicable
3.6 CPA Replacement
-
3.6.1 Former CPA: Not applicable
-
3.6.2 Succeeding CPA: Not applicable
-
3.6.3 Response from former CPA: Not applicable
-
3.7 Was the company’s chair, president, finance manager or accounting manager employed by the CPA firm or any of its subsidiaries or affiliates at any point in the last year: No.
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3.8 Changes in the Shareholdings of Directors, Supervisors, Executive Officers and Major Shareholders in the Last Fiscal Year and as of the Publication Date of This Report
3.8.1 Changes in Shareholdings
| Title (Note 1) | Name | 2020 | 2020 | As of Apr. | 25,2021 |
|---|---|---|---|---|---|
| Increase (Decrease) in Shareholding |
Increase (Decrease) in Pledged Shares |
Increase (Decrease) in Shareholding |
Increase (Decrease) in Pledged Shares |
||
| Director (Major Shareholder) Major Shareholder Director Director Director Director Director Supervisor Supervisor Supervisor President Executive Vice President Senior Vice President Vice President Assistant Vice President Assistant Vice President Assistant Vice President Assistant Vice President Corporate Governance Officer |
AGCMT Group Ltd. Associated International Inc. Representative: William Peng Representative: Muh-Haur Jou Representative: John Y.K. Peng Representative: James S.C. Tai Representative: Char-Lie Mei Jingmao Management Consulting Co., Ltd. Representative: Spencer Yang Representative: Bing-Hsiu Kuo James S.C. Tai Char-Lie Mei Telvin Ju David Hsu Derry Sun Dino S.J. Chuu James Tarng Philip Peng Catherine Huang |
1,043,000 1,565,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 |
1,200,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 |
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 |
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 |
Note: “Major shareholders” refers to shareholders that hold over 10 percent of the company’s total shares. Major shareholders should be listed individually.
3.8.2 Share transfers where the recipient was a related party: None
- 3.8.3 Pledge of shares where the recipient was a related party: None
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Apr. 25, 2021
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3.9 Top Ten Shareholders and Disclosures of Familial Relationships
| Apr. 25, | Apr. 25, | 2021 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Shares Held | Shares Held by Spouse and Minor Children |
Shares Held by Nominee Shareholder |
Top Ten Shareholders That Are Spouses or First-/Second-Degree Relatives |
Notes | ||||
| Shares Held |
Shareho lding % |
Shares Held |
Shareh olding % |
Shares Held |
Shareh olding % |
Name | Relationsh ip |
||
| Associated International Inc. |
79,685,475 | 40.35% | 0 | 0 | 0 | 0 | AGCMT Group Ltd. |
Parent Company |
None |
| Associated International Inc. Representative: David Yu |
0 | 0 | 0 | 0 | 0 | 0 | None | None | None |
| AGCMT Group Ltd. | 42,924,297 | 21.74% | 0 | 0 | 0 | 0 | Associated International Inc. |
Subsidiary | None |
| AGCMT Group Ltd. Representative: John Y.K. Peng |
1,980,225 | 1.00% | 0 | 0 | 0 | 0 | AGCMT Group Ltd. |
Chair | None |
| J.P. Morgan Securities PLC |
1,773,570 | 0.9% | 0 | 0 | 0 | 0 | None | None | None |
| KGI Securities Co. Ltd. | 1,470,000 | 0.74% | 0 | 0 | 0 | 0 | None | None | None |
| KGI Securities Co. Ltd. Representative: Hsu Daw- yi |
0 | 0 | 0 | 0 | 0 | 0 | None | None | None |
| Morgan Stanley & Co. International PLC |
1,140,247 | 0.58% | 0 | 0 | 0 | 0 | None | None | None |
| Hsien-Tse Chen | 785,400 | 0.4% | 0 | 0 | 0 | 0 | Sui-Sui Chen Shih-Wei Chen |
Father / Son Father / Son |
None |
| Sui-Sui Chen | 650,410 | 0.33% | 0 | 0 | 0 | 0 | Hsien-Tse Chen Shih-Wei Chen |
Father / Son Siblings |
None |
| Yu-Ping Lin | 600,000 | 0.3% | 0 | 0 | 0 | 0 | None | None | None |
| Shih-Wei Chen | 599,110 | 0.3% | 0 | 0 | 0 | 0 | Hsien-Tse Chen Sui-Sui Chen |
Father / Son Siblings |
None |
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- 3.10 Shareholdings and Syndicated Shareholdings in the Same Investee Company by the Company and Its Directors, Supervisors, Executive Officers, and Investee Companies Under Direct or Indirect Control
| Unit: 1,000 shares Dec. 31, 2020 |
Unit: 1,000 shares Dec. 31, 2020 |
|||||
|---|---|---|---|---|---|---|
| Investee (Note 1) |
Shareholdings of the Company |
Shareholdings of Directors, Supervisors, Executive Officers or Investee Companies Under the Company’s Direct or Indirect Control |
Syndicated Shareholdings |
|||
| Shares Held | Shareholding | Shares Held | Shareholding | Shares Held | Shareholding | |
| Chinese Maritime Transport(S)Pte Ltd. |
217 | 0.34% | 62,918 | 99.66% | 63,135 | 100% |
| Chinese Maritime Transport(HK)Ltd. |
12,000 | 100% | 0 | 0 | 12,000 | 100% |
| Hope Investment Ltd. | 68,500 | 100% | 0 | 0 | 68,500 | 100% |
| CMT Logistics Co., Ltd. | 23,650 | 100% | 0 | 0 | 23,650 | 100% |
| Mo Hsin Investment Ltd. | 27,130 | 100% | 0 | 0 | 27,130 | 100% |
| AGM Investment Ltd. | 100 | 100% | 0 | 0 | 100 | 100% |
| Associated Transport Inc. |
50,000 | 100% | 0 | 0 | 50,000 | 100% |
| CMT Travel Service Ltd. | 2,000 | 100% | 0 | 0 | 2,000 | 100% |
| Global Energy Maritime Co., Ltd. |
61,623 | 12% | 0 | 0 | 61,623 | 12% |
| United Nan Hai Petroleum Inc. (Note 2) |
100 | 100% | 0 | 0 | 100 | 100% |
| United Nan Hai Development Inc. (Note 2) |
100 | 100% | 0 | 0 | 100 | 100% |
| Associated Group Motors Corp. |
3,000 | 30% | 7,000 | 70% | 10,000 | 100% |
Note 1: Investments accounted for under the equity method
Note 2: United Nan Hai Petroleum Inc. was liquidated on Feb. 23, 2021. United Nan Hai Development Inc. is in the process of being liquidated.
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4. Capital Overview
4.1 Equity and Shares
4.1.1 Share Source
4.1.1.1 Share Source and Type Unit: NT$1
| 4.1.1.1 Share | Source | and Type | and Type | Unit: NT$1 | ||||
|---|---|---|---|---|---|---|---|---|
Month and Year |
Offering Price |
Authorized Capital | Paid-in Capital | Remarks | ||||
| Shares | NT$ | Shares | NT$ | Capital Source | Capital Increase via Non-cash Assets |
Other | ||
| April 30, 1978 | NT$10 | 1,138,506 | 11,385,060 | 1,138,506 | 11,385,060 | Company Incorporated | None | MOEADOC-67-6365 |
| Feb. 25, 1979 | NT$10 | 1,600,000 | 16,000,000 | 1,600,000 | 16,000,000 | Capital increase by retained earnings of NT$4,614,940 |
None | MOEADOC-68-15457 |
| Feb. 10, 1982 | NT$10 | 2,300,000 | 23,000,000 | 2,300,000 | 23,000,000 | Capital increase by retained earnings of NT$7 million |
None | MOEADOC-71-23516 |
| March 7, 1984 | NT$10 | 2,800,000 | 28,000,000 | 2,800,000 | 28,000,000 | Capital increase by retained earnings of NT$5 million and shareholder change |
None | MOEAIC-73-Commerce-2133 |
| April 17, 1985 | NT$10 | 4,000,000 | 40,000,000 | 4,000,000 | 40,000,000 | Capital increase by retained earnings of NT$12 million |
None | MOEAIC-74-Commerce-2947 |
| June 7, 1986 | NT$10 | 4,530,000 | 45,300,000 | 4,530,000 | 45,300,000 | Capital increase by retained earnings of NT$5.3 million |
None | MOEAIC-75-Commerce-3529 |
| May 8, 1987 | NT$10 | 9,530,000 | 95,300,000 | 9,530,000 | 95,300,000 | Capital increase by cash of NT$50 million | None | MOEAIC-76-Commerce-3493 |
| June 18, 1988 | NT$10 | 12,630,000 | 126,300,000 | 12,630,000 | 126,300,000 | Capital increase by retained earnings of NT$31 million |
None | MOEAIC-77-Commerce-5188 |
| Dec. 25, 1989 | NT$10 | 28,000,000 | 280,000,000 | 28,000,000 | 280,000,000 | Capital increase by acquisition of Mao Lian Transport of NT$78 million and cash of NT$75.7 million |
None | MOEAIC-79-Commerce-3573 |
| Aug. 19, 1990 | NT$10 | 42,000,000 | 420,000,000 | 42,000,000 | 420,000,000 | Capital increase by capital reserve of NT$80 million and cash of NT$60 million |
None | MOEAIC-79-Commerce-6607 |
| Oct. 2, 1991 | NT$10 | 60,000,000 | 600,000,000 | 50,400,000 | 504,000,000 | Capital increase by capital reserve of NT$42 million and by retained earnings of NT$42 million |
None | MOEAIC-80-Commerce-8303 Taiwan-Finance-Securities-80-I- 02714 |
| Oct. 15, 1992 | NT$10 | 60,000,000 | 600,000,000 | 52,920,000 | 529,200,000 | Capital increase by retained earnings of NT$25.2 million |
None | Taiwan-Finance-Securities-81-I-02577 |
| July 27, 1993 | NT$10 | 60,858,000 | 608,580,000 | 60,858,000 | 608,580,000 | Capital increase by retained earnings of NT$79.38 million |
None | Taiwan-Finance-Securities-82-I-01588 |
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Month and Year |
Offering Price |
Authorized Capital | Authorized Capital | Paid-in Capital | Paid-in Capital | Remarks | Remarks | Remarks |
|---|---|---|---|---|---|---|---|---|
| Shares | NT$ | Shares | NT$ | Capital Source | Capital Increase via Non-cash Assets |
Other | ||
| July 20, 1994 | NT$10 | 66,943,800 | 669,438,000 | 66,943,800 | 669,438,000 | Capital increase by capital reserve of NT$60.86 million |
None | Taiwan-Finance-Securities-83-I-27062 |
| Sept. 17, 1995 | NT$10 | 120,000,000 | 1,200,000,000 | 83,010,312 | 830,103,120 | Capital increase by capital reserve of NT$93.72 million and retained earnings of NT$66.94 |
None | Taiwan-Finance-Securities-84-I-24683 |
| Sept. 10, 1996 | NT$10 | 120,000,000 | 1,200,000,000 | 103,762,890 | 1,037,628,900 | Capital increase by capital reserve of NT$49.81 million and retained earnings of NT$157.72 million |
None | Taiwan-Finance-Securities-85-I-41691 |
| July 16, 1997 | NT$10 | 131,214,436 | 1,312,144.360 | 131,214,436 | 1,312,144.360 | Capital increase by cash of NT$150 million and retained earnings of NT$124.52 million |
None |
Taiwan-Finance-Securities-86-I-45238 |
| July 28, 1998 | NT$10 | 267,600.000 | 2,676,000,000 | 165,330,189 | 1,653,301,890 | Capital increase by capital reserve of NT$118.09 million and retained earnings of NT$223.06 million |
None | Taiwan-Finance-Securities-87-I-47298 |
| July 30, 1999 | NT$10 | 267,600,000 | 2,676,000,000 | 183,516,509 | 1,835,165,090 | Capital increase by retained earnings of NT$181.86 million |
None | Taiwan-Finance-Securities-88-I-59514 |
| Aug. 25, 2000 | NT$10 | 267,600,000 | 2,676,000,000 | 201,868,159 | 2,018,681,590 | Capital increase by capital reserve of NT$91.75 million and retained earnings of NT$91.75 million |
None | Taiwan-Finance-Securities-89-I-60789 |
| July 27, 2005 | NT$10 | 267,600,000 | 2,676,000,000 | 211,961,567 | 2,119,615,670 | Capital increase by retained earnings of NT$100.93 million |
None | Financial-Supervisory-Securities-I- 0940130573 |
| July 4, 2006 | NT$10 | 267,600,000 | 2,676,000,000 | 233,157,724 | 2,331,577,240 | Capital increase by retained earnings of NT$211.96 million |
None | Financial-Supervisory-Securities-I- 0950128261 |
| Aug. 8, 2007 | NT$10 | 360,000,000 | 3,600,000,000 | 256,473,497 | 2,564,734,970 | Capital increase by retained earnings of NT$233.16 million |
None | Financial-Supervisory-Securities-I- 0960042157 |
| Aug. 3, 2016 | NT$10 | 360,000,000 | 3,600,000,000 | 197,484,593 | 1,974,845,930 | Capital decrease by cash of NT$589.89 million |
None | Financial-Supervisory-Securities-I- 1050028822 |
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| Share Type | Authorized Capital | Remarks | ||
|---|---|---|---|---|
| Issued Shares | Unissued Shares | Total Shares | ||
| Common Stock | 197,484,593 | 162,515,407 | 360,000,000 | Listed Stock |
4.1.1.2 Information relating to shelf registration: Not applicable
4.1.2 Shareholder Structure April 25, 2021
| Shareholder Quantity |
Government Agencies |
Financial Institutions |
Other Institutions | Domestic Individuals |
Foreign Institutions and Individuals |
Total |
|---|---|---|---|---|---|---|
| No. of Shareholders | 0 | 0 | 147 | 28,749 | 62 | 28,958 |
| No. of Shares Held | 0 | 0 | 125,734,266 | 66,331,207 | 5,419,120 | 197,484,593 |
| Shareholding Percentage |
0 | 0 | 63.67% | 33.59% | 2.74% | 100% |
4.1.3 Share Distribution
4.1.3.1 Common Stock April 25, 2021
| Share Distribution .1 Common Stock |
April 25, 2021 | ||
|---|---|---|---|
| Shareholding Tier | No. of Shareholders | No. of Shares Held | Shareholding Percentage |
| 1 to 999 | 18,299 | 2,592,024 | 1.31% |
| 1,000 to 5,000 | 8,229 | 17,133,447 | 8.68% |
| 5,001 to 10,000 | 1,308 | 10,102,527 | 5.12% |
| 10,001 to 15,000 | 358 | 4,446,639 | 2.25% |
| 15,001 to 20,000 | 278 | 4,924,875 | 2.49% |
| 20,001 to 30,000 | 193 | 4,837,767 | 2.45% |
| 30,001 to 40,000 | 88 | 3,127,752 | 1.58% |
| 40,001 to 50,000 | 53 | 2,489,544 | 1.26% |
| 50,001 to 100,000 | 98 | 7,107,720 | 3.6% |
| 100,001 to 200,000 | 29 | 4,288,520 | 2.17% |
| 200,001 to 400,000 | 12 | 3,372,814 | 1.71% |
| 400,001 to 600,000 | 5 | 2,651,340 | 1.34% |
| 600,001 to 800,000 | 2 | 1,435,810 | 0.73% |
| 800,001 to 1,000,000 | 0 | 0 | 0 |
| Over 1,000,001 | 6 | 128,973,814 | 65.31% |
| Total | 28,958 | 197,484,593 | 100.00% |
4.1.3.2 Preferred Stock : The company has not issued any preferred stock.
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4.1.4 Top Ten Shareholders
April 25, 2021
| Top Ten Shareholders |
April 25,2021 | |
|---|---|---|
| Shareholder | No. Shares Held | Shareholding Percentage |
| Associated International Inc. | 79,685,475 | 40.35% |
| AGCMT GroupLtd. | 42,924,297 | 21.74% |
| John Y.K. Peng | 1,980,225 | 1.00% |
| J.P. Morgan Securities PLC | 1,773,570 | 0.90% |
| KGI Securities Co., Ltd. | 1,470,000 | 0.74% |
| Morgan Stanley& Co. International PLC | 1,140,247 | 0.58% |
| Hsien-Tse Chen | 785,400 | 0.40% |
| Sui-Sui Chen | 650,410 | 0.33% |
| Yu-Ping Lin | 600,000 | 0.30% |
| Shih-Wei Chen | 599,110 | 0.30% |
4.1.5 Share Price, Net Worth, Earnings, and Dividends in the Last Two Fiscal Years
| Year ShareInformation |
Year ShareInformation |
Year ShareInformation |
2019 | 2020 | As of March 31, 2021 |
|---|---|---|---|---|---|
| Share Price (Note 1) |
Highest | 41.00 | 39.00 | 37.65 | |
| Lowest | 28.60 | 18.25 | 29.00 | ||
| Average | 33.86 | 31.13 | 34.34 | ||
| Net Worth Per Share |
Pre-Distribution | 50.30 | 49.37 | 50.81 | |
| Post-Distribution | 49.50 | 47.77 | Not applicable | ||
| Earnings Per Share |
Weighted Average Shares | 197,484,593 | 197,484,593 | 197,484,593 | |
| Earnings Per Share (Note 3) | 1.64 | 1.67 | 1.12 | ||
| Dividend Per Share |
Cash Dividends | 0.8 | 1.6 | Not applicable | |
| Stock Dividends |
0 | 0 | Not applicable | Not applicable | |
| 0 | 0 | Not applicable | Not applicable | ||
| Accumulated (Unpaid) Dividends |
0 | 0 | Not applicable | ||
| Return on Investment |
Price-Earnings Ratio (Note 4) | 19.32 |
15.37 | Not applicable | |
| Price-Dividend Ratio (Note 5 ) | 39.6 | 16.04 | Not applicable | ||
| Cash Dividend Yield Ratio (Note 6) |
2.53% | 6.24% | Not applicable |
Note 1: Disclose the highest and lowest market share price in each year and calculate that year's average market price using transaction value and volume.
Note 2: Post-distribution figures provided should be based on the board resolution in the following year.
Note 3: The company did not make any retroactive adjustments to EPS as it did not issue any stock dividends in the last two years. Note 4: Price-earnings ratio = average market price / earnings per share
Note 5: Price-dividend ratio = average market price / cash dividend per share
Note 6: Cash-dividend yield ratio = cash dividend per share / average market price
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4.1.6 Dividend Policy and Implementation
4.1.6.1 Dividend policy: Any surplus at the end of the year is first used to pay Taiwan’s “profit-seeking enterprise income tax” and offset losses from previous years. Next, 10 percent is set aside for the legal reserve and the balance is used to offset any provisions against shareholder equity decreases in the year or special reserves. Any remaining balance should be combined with undistributed earnings from the beginning of the period. The board will draft a surplus distribution proposal that will be submitted for approval at the next annual general meeting. Cash dividends cannot be less than 10 percent of total distributed dividends.
4.1.6.2 Proposed dividend distribution at the most recent annual general meeting: Profit distribution for 2020 was proposed as a cash dividend of NT$1.6 per share.
4.1.6.3 Major changes expected to the company’s dividend policy: None.
4.1.7 Impact on operations and earnings per share of any stock dividend distribution proposed at the most recent annual general meeting: Not applicable
4.1.8 Employee and Director/Supervisor Compensation
4.1.8.1 The percentages or ranges for employee and director/supervisor compensation are set forth in the company’s articles of incorporation. If the company is profitable in a given year, it should distribute 0.5 to 2 percent of said profits to employees and a maximum of 2 percent to directors and supervisors. The compensation calculation for employees and directors/supervisors is based on profit before tax (excluding employee and director/supervisor compensation).
4.1.8.2 The basis for estimating the amount of employee, director, and supervisor compensation, for calculating the number of shares to be distributed as employee compensation, and the accounting treatment of the discrepancy, if any, between the actual distributed amount and the estimated figure, for the current period.
(1)Basis for estimating the amount of employee compensation in 2020: 1 percent of profit before tax
(2)Basis for estimating the amount of director and supervisor compensation in 2020: 1 percent of profit before tax
(3)A discrepancy between the actual distributed amount and the estimated figure is regarded as an estimate change, and the profit/loss for 2021 should be adjusted.
4.1.8.3 Board-approved distribution of compensation:
-
(1)The amount of any employee compensation distributed in cash or stocks and compensation for directors and supervisors. If there is any discrepancy between that amount and the estimated figure for the fiscal year these expenses are recognized, the discrepancy, its cause, and the status of treatment shall be disclosed.
-
a. Employee compensation: NT$3,393,575
-
b. Director and supervisor compensation: NT$3,393,575
-
c. Bonus shares: NT$0
-
(2)The amount of any employee compensation distributed in stocks, and the size of that amount as a percentage of the sum of the after-tax net income stated in the parent company-only financial reports or individual financial reports for the current period and total employee compensation: Not applicable
4.1.8.4 The actual distribution of employee, director, and supervisor compensation for the previous fiscal year (with an indication of the number of shares, monetary amount, and stock price of the shares distributed), and if there is any discrepancy between the actual distribution and the recognized employee, director, or supervisor compensation, additionally the discrepancy, cause, and how it is treated.
-
(1)Recognized employee compensation totaled NT$3,652,624 in the last fiscal year, which was the same as the actual amount distributed.
-
(2)Recognized director and supervisor compensation totaled NT$3,652,624 in the last fiscal year, which was the same as the actual amount distributed.
4.1.9 Stock buyback: Not applicable
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4.2 Corporate Bonds
4.2.1 Unretired Bonds
| 4.2 Corporate Bonds 4.2.1 Unretired Bonds |
4.2 Corporate Bonds 4.2.1 Unretired Bonds |
||
|---|---|---|---|
| Bond Type | Secured corporate bond (first domestic issue of 2017) |
Secured corporate bond (first domestic issue of 2020) |
|
| Issue Date | April 10, 2017 | Aug. 28, 2020 | |
| Par Value | NT$1 million | NT$1 million | |
| Place of Issue and Transaction (Note 1) | Not applicable | Not applicable | |
| Issue Price | 100% par value | 100% par value | |
| Total Proceeds | NT$800 million | NT$2.5 billion Four types issued (A/B/C/D) with different conditions Type A: NT$1 billion; Type B/C/D: NT$500 million each |
|
| Interest Rate | Fixed annual rate of 1.13% | Type A/B: fixed annual rate of 0.64% Type C/D: fixed annual rate of 0.66% |
|
| Term to Maturity | Five years on April 10, 2022 | Five years on Aug. 28, 2025 | |
| Guarantor | Shanghai Commercial and Savings Bank |
Type A and C: Mega International Commercial Bank Type B and D: Shanghai Commercial and Savings Bank |
|
| Trustee | Taipei Fubon Bank | Taipei Fubon Bank | |
| Underwriter | Shanghai Commercial and Savings Bank |
Mega International Commercial Bank | |
| Certifying Attorney | Hui-Ya Shen | Hui-Ya Shen | |
| Auditor | Chris Yen | Samuel Au and Isabella Lou | |
| Repayment Method | 50 percent repayment each three and five years, respectively, from issue date |
Cash repayment on maturity date | |
| Unpaid Principal Balance | NT$400 million | NT$2.5 billion | |
| Redemption or Early Repayment Clauses |
None | The company should exercise its buyback right for Type C and/or D bonds in full on the interest date three years to the issue date. If it does not exercise its buyback right, the principal for Type C or D bonds will be repaid on the maturity date five years to the issue date. |
|
| Restrictions (Note 2) | None | None | |
| Credit Rating Agency, Rating Date and Corporate Bond Rating |
Not applicable | Not applicable | |
| Other Attached Rights |
Amount of common stock that has been converted (swapped or subscribed), global depository receipts, or other securities as of publication date of this report |
Not applicable | Not applicable |
| Issuance and conversion (swap or subscription) rules |
Not applicable | Not applicable |
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| Potential dilution of shareholder equity and impact on current shareholder rights of issuance and conversion, exchange or subscription rules, or terms and conditions of issuance |
Not applicable | Not applicable |
|---|---|---|
| Financial Custodian | Not applicable | Not applicable |
Note 1: Disclose overseas issuance if applicable.
Note 2: e.g. restrictions on distribution of cash dividends and foreign investment, or requirement to maintain a certain asset ratio, etc.
4.2.2 Convertible bonds: None
4.2.3 Exchangeable bonds: None
-
4.2.4 Shelf offerings for issuance of corporate bonds: None
-
4.2.5 Corporate bonds with stock options: None
4.2.6 Private placement bonds: None
4.3 Preferred stock: None
4.4 Global depository receipts: None
4.5 Employee stock options: None
4.6 Restricted stock awards: None
4.7 New share issuance from merger, acquisition or transfer of shares: None
4.8 Capital Utilization Plan and Implementation
Disclose any uncompleted public issue or private placement of securities and/or completed issues and placements that have yet to yield benefits: None
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5. Operations
5.1 Our Businesses
5.1.1 Business Scope
-
5.1.1.1 Primary Business Activities
-
5.1.1.1.1 Shipping
-
5.1.1.1.2 Trucking
-
5.1.1.1.3 Logistics
-
5.1.1.1.4 Agency and Other
-
5.1.1.2 Departmental Revenue vs. Total Revenue
| Departmental Revenue | Percent of Total Operating Revenue in 2020 |
|---|---|
| Shipping Revenue | 51% |
| Trucking Revenue | 35% |
| Logistics Revenue | 13% |
| Agency and Other Revenue | 1% |
5.1.1.3 Current Services
-
5.1.1.3.1 Shipping
-
(1) The company has incorporated wholly owned subsidiaries in Singapore and Hong Kong as a “foreign
-
investor.” Both subsidiaries operate their own fleets.
-
(2) Global Energy Maritime Co., a joint venture with CPC Corp. and U-Ming Marine Transport Corp., is an oil transportation company that generates a stable income stream. The company keeps a close watch on potential shipping-related investment opportunities.
5.1.1.3.2 Trucking
-
(1) Import/export container transportation operations includes transporting empty and full containers between container terminals, container yards and manufacturing plants for shipping or manufacturing clients.
-
(2) Inland trucking operations include warehousing, container cleaning and maintenance, and container depot services.
5.1.1.3.3 Logistics
Operations include container freight station, container yard, bonding, warehouse logistics, and container cleaning and maintenance services.
5.1.1.3.4 Agency and Other
-
(1) The company is the general agent for Saudi Airlines Cargo Co. LLC and its cargo operations in Taiwan, overseeing cargo and passenger operations in Taiwan for the airline.
-
(2) Operations include travel agency and ticketing services.
5.1.1.4 Services Under Development
The company is in the process of expanding its fleet and diversifying profit-centered transportation services. The latter could include the construction of new container depots and working with partners to develop online/intelligent transportation systems. To become a full-service provider for clients, the company will use its advantages in shipping and inland transportation to strengthen the integration of upstream and downstream systems.
5.1.2 Industry Overview
-
5.1.2.1 Current State of Industry and Industry Developments
-
5.1.2.1.1 Shipping
-
(1) No country escaped the wrath of the COVID-19 pandemic in 2020 and there was major interference in the Capesize shipping market in the first half of the year. With the freight index plummeting, the Baltic Capesize
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Index (BCI) averaged just 600 points in the first half of the year compared to 1,134 points (a slide of 47 percent) in the same period the previous year.
As the pandemic slowly came under control, mining and port operations gradually resumed. The swift recovery of China’s construction and manufacturing sectors had a huge impact on demand for iron ore and import prices. Iron ore exports from Australia grew throughout the year, as did exports from Brazil in the second half of the year. Likewise, the BCI climbed throughout the second half of the year, hitting a high of 4,440 points for the year and closing the second half of the year with an average of 2,292 points. This was a slide of 32 percent from 2019’s H2 average of 3,370 points.
Despite the impact of the pandemic on the Capesize market in 2020 and the average bulk shipping spot rate falling nearly 30 percent from 2019 to 2020, China’s iron ore imports increased by 9 percent to 1.145 billion tons. This was a testament to the strength of China’s economic recovery and the power of its demand for imported raw materials. China will therefore continue to directly impact the global Capesize dry bulk shipping market.
Clarksons Research is forecasting 3.7 percent growth in global dry bulk trade and 2.6 percent growth in bulk shipping capacity in 2021. This would mark the first time in recent years that shipping demand would surpass available tonnage. With the global vaccination rate gradually rising and world economies starting to turn the corner, the outlook on the Capesize bulk shipping market is positive. Meanwhile, the Sino-American trade war will continue impacting global economic development as it drags on under the new administration in the US. In the absence of a consensus between the two sides, the road to recovery for the bulk shipping market is filled with uncertainty and tension.
- (2) The number of new Capesize bulk carriers delivered in 2020 rose from 2019 to 112, while 56 carriers were scrapped. Global shipbuilders are forecasting fewer deliveries year on year for the next three years, with 82 deliveries expected in 2021. The surplus of available tonnage will likely suppress freight prices below 2020 levels. With low-sulfur fuel rules going into effect worldwide on Jan. 1, 2020 and the continuous implementation of new environmental standards, shipping companies could accelerate replacement of older vessels in the next two years to minimize tonnage.
5.1.2.1.2 Trucking
-
(1) Despite the pandemic, Taiwan’s economy was relatively stable in 2020. However, cost of trucking went up in Taiwan due to 1) the global imbalance in shipping supply and demand, and 2) bottleneck congestion in the shipping chain. In response to industry adjustments worldwide, the company’s inland trucking subsidiary, Associated Transport Inc., has actively sought to diversify risk by expanding its customer base to reduce reliance on a small number of customers, and expanding its trucking operations.
-
(2)Diesel accounts for a significant portion of the company’s trucking costs, and the company has several countermeasures in place. Apart from clauses in its contracts with customers allowing adjustments to trucking prices based on fuel price fluctuations, the company is replacing over half of its fleet with newer vehicles compliant with the government’s fifth edition of emission standards.
-
(3) The company maximizes operational efficiency through upgrades and advancements to its digital operation system, trucking operating system, mobile dispatch equipment and system, and logistic repair and maintenance system.
5.1.2.1.3 Logistics
-
(1) The company’s wholly owned subsidiary, CMT Logistics Co., Ltd., operates a 33,421-ping (1,189,119 square-foot) container terminal in Taoyuan’s Yangmei District. The station provides fast in-and-out service for containers and goods. In recent years, container terminal operations have been negatively affected by migration of industry, financial crises, and stagnant US and European economies. The company has been able to minimize the impact of these challenges and still meet projected targets with its specialized services and expansive customer base.
-
(2) The company is expanding its container freight station export warehouse operations as part of a push to generate more income by growing its customer base through quality services.
-
(3) The company is ISO 9001-certified and authorized to operate under the Customs Administration’s autonomous management system. It was also certified as an authorized economic operator (AEO) in December 2013, with its last three-year renewal approved in 2019. These certifications elevate the
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company’s quality of service by creating new opportunities for customers in the international trade supply chain.
5.1.2.2 Upstream, Midstream and Downstream Industry Associations
-
5.1.2.2.1 Shipping
-
(1) Upstream from ship owners are raw material suppliers, raw material buyers, vessel-operating common carriers, and other ship owners. Downstream from ship owners are shipyards, ship brokers, and investment companies.
-
(2) Upstream from ship management companies are ship owners; downstream from ship management companies are crew placement agencies, ship repair facilities, and ship spare part suppliers.
5.1.2.2.2 Trucking
Upstream from domestic trucking operators are shipping companies and cargo owners; downstream are thirdparty logistics (3PL) drivers. The company’s management system enables downstream 3PL operators to efficiently complete upstream assignments.
The company operates its own container trucking fleet, which is advantageous for meeting customers’ needs. The company has built an excellent reputation for providing transparent, satisfaction-guaranteed services.
5.1.2.2.3 Logistics
Container terminals are downstream from shipping operations, midstream from shipping companies and freight forwarders, and upstream from cargo owners. Apart from providing shipping companies and freight forwarders with quality service, the company takes the initiative to ask upstream cargo owners to ask their designated shipping companies to use the company’s services.
5.1.2.3 Product Development Trends and Competition
5.1.2.3.1 Shipping
The number of new ship deliveries and growth rate of new tonnage are both expected to go down year on year for the next three years. With the COVID-19 pandemic slowly coming under control, the International Monetary Fund is forecasting 5.5 percent growth for the world economy in 2021, which would be a boost to the shipping market. Meanwhile, raw material prices should be buoyed by China’s ever-increasing demand for and imports of high-quality iron ore and coal. Rising iron ore production and the promulgation of various marine environmental laws will motivate ship owners to accelerate their ship replacement timelines. The shipping market could therefore see continued growth.
5.1.2.3.2 Trucking
The company’s trucking operations are recognized for their safe and punctual service, digital operations and lowemission fleet. After expanding its customer base, the company will be able to adjust its customer ratio based on customers’ acceptable price levels.
5.1.2.3.3 Logistics
The company’s container terminals primarily serve northern Taiwan. Warehouse operations, including import/export services, bonded warehouses and non-customs controls, generate steady revenue. Meanwhile, internet and big data analysis applications help improve service quality, lower cost, boost efficiency and competitiveness, and ultimately allow the company to thrive in an era of low profits and rapid change.
5.1.3 Technology and R&D
Due to its scope of operations (bulk shipping, trucking, and warehousing and logistics), the company does not have research and development plans.
5.1.4 Long- and Short-term Development Plans
-
5.1.4.1 Shipping
-
5.1.4.1.1 Short-term Plans
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(1) Maximizing profits through the implementation of different operating formats based on the operating cost of individual ships
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- (2) Picking and choosing the right opportunities and lease periods for individual carriers in the face of rising shipping costs
5.1.4.1.2 Long-term Plans
-
(1) Operating a highly efficient fleet: The company has already taken delivery of and is now operating three IMOcompliant Capesize carriers. The company’s fleet has an average age of nine years.
-
(2) Activating shipbuilding plans at an opportune time and prioritizing long-term, stable, and deep-niche leases.
5.1.4.2 Trucking and Logistics
-
5.1.4.2.1 Short-term Plans
-
(1) The company is committed to providing a full suite of container transport services through the creation of an intelligent scheduling system and multifaceted trucking operations. In response to market demand, it is also planning a logistics warehouse complex at Taichung Harbor-Related Industrial Park, where the company’s Taichung branch operates.
-
(2) The company is always in the process of improving the efficiency of trucking operations, lowering ever-rising operating costs, fine-tuning business strategies and activating employees. On the container terminal front, short-term plans include replacing machinery and equipment, reducing maintenance and repair costs, acquiring new environmental vehicles and electric stackers, and establishing standard operating procedures to improve overall service quality.
5.1.4.2.2 Long-term Plans
Apart from integrating its subsidiaries’ warehouse logistics operations as part of its quest to be a full-service provider, the company is also developing an online platform to facilitate industry cooperation and balance market supply and demand. It hopes the platform can help eliminate price competition in the market.
5.2 Market, Production and Sales
-
5.2.1 Market Analysis
-
5.2.1.1 Primary Service Areas
-
(1) Shipping: Overseas market focusing on international routes
-
(2) Trucking: All of Taiwan
-
(3) Logistics: Container terminals in Taoyuan, Hsinchu and Miaoli
5.2.1.2 Competition and Market Share
-
(1) Shipping: In the bulk shipping market, there is a three-way relationship between ship owners, cargo owners and carriers. Generally speaking, this is a relationship of competition and cooperation rather than opposition. In addition, mutual cooperation has replaced cut-throat competition in upstream/downstream and competitor relationships. Therefore, market share no longer holds the importance it once did in this industry.
-
(2) Trucking: Other container trucking companies in Taiwan
-
(3) Logistics: There are five container terminals in Taoyuan; the company has a market share of 50 percent.
5.2.1.3 Supply and Demand & Market Growth
- 5.2.1.3.1 Shipping
The company’s foreign fleet of large bulk carriers is well-known in the international shipping market and consistently achieves stable profit growth.
5.2.1.3.2 Trucking and Logistics
The company’s major customers are top players in the global shipping industry. With more container fleets docked, there will be higher demand for container-related services, including long- and short-haul container transport, cleaning, maintenance and repairs, and warehousing. There is cause for cautious optimism in the industry.
5.2.1.4 Competitive Niche & Development Outlook: Advantages, Disadvantages and Countermeasures
The company has achieved a reputation for excellence in the 43 years it has been operating. Apart from its Capesize fleet, it has a sizeable trucking fleet and maintains an excellent relationship with 3PL companies. In addition, the company’s container terminals in Taoyuan and empty container stations in Taoyuan, Taichung and
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Kaohsiung allow it to be a full-service provider for customers. The company is also an industry leader in utilizing information platforms, maintaining its own corporate website and allowing 3PL companies to request payment online. Customers, meanwhile, can easily track their containers online. Compared to its competitors, the company holds numerous competitive advantages.
5.2.1.4.1 Foreign Investment in Shipping
(1) Advantages
The company maintains a five-star fleet through its ship management system and has won praise from international customers, ship rating institutions, harbor inspection agencies and insurance companies alike. The company possesses operational advantages regardless of where shipping prices are, which provides charterers with certain assurances they can’t find elsewhere.
(2) Disadvantages
Although the iron ore industry is doing everything it can to boost output, the International Maritime Organization’s environmental regulations are hugely impacting both supply and demand in the market and public security. Meanwhile, the continuation of the COVID-19 pandemic means harbors can be shut down at a moment’s notice. Ship supply will continue to outstrip demand in the short term, and shipping prices will remain suppressed.
5.2.1.4.2 Trucking
(1) Advantages
- a. Information Advancement and Development
The company uses a self-developed software system to monitor dispatches in real time and relay relevant information to other offices. At the same time, 3PL companies can make payment requests online. The integration of older information platforms, simplification of operating procedures and processes, and reduction of labor costs all contribute to higher service quality.
b. Island-wide Operations
The company’s headquarters and subsidiaries are based in Taipei, with branches in Keelung, Taoyuan, Taichung and Kaohsiung. Branches have a sizeable parking lot or mechanic workshop to provide support and flexibility to the company’s fleet.
c. Contract Format and Revenue Stability
The company has long-term shipping contracts with numerous international container transport companies along with transport contracts with dozens of trucking customers. Business volume is very stable.
-
(2) Disadvantages
-
a. Container carriers are frequently forced by customers to lower prices following international shipping mergers. The result is a long-term relationship of imbalance between buyers and sellers.
-
b. Due to government policies disadvantageous to the transport industry, operating costs keep rising.
-
c. Cut-throat competition contributes to stagnant prices, which means a reasonable level of profit cannot be achieved in the industry.
5.2.1.4.3 Logistics
(1) Advantages
-
a. The company makes excellent use of its land, and location is a major advantage. Its container terminal in southern Taoyuan is conveniently located for north-south traffic. Manufacturers in the three areas of Taoyuan, Hsinchu and Miaoli that import and export containers out of Keelung can save on cartage fees by taking advantage of the company’s services.
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b. The company is able to meet the needs of shipping companies and freight forwarders with its high service quality.
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c. The company owns a total of 5,225 pings (185,906 square feet) of warehouse space and 2,000 pings (71,160 square feet) of bonded warehouse space, which means there is high potential for expanding bonded warehouse operations.
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d. The company’s highly trained staff makes flexible scheduling possible.
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- e. Machinery and equipment are replaced annually to improve efficiency.
(2) Disadvantages
-
a. In a low-profit era, profits are further suppressed by merged shipping entities demanding lower prices.
-
b. Cargo volume has plummeted since manufacturers began moving operations to China.
-
c. Both commodities prices and labor costs continue rising, the latter due to Taiwan’s five-day workweek policy (promulgated in 2017).
5.2.1.5 Key Shipping Industry Performance Indicators
Unit: Points
| Unit: Points | ||||
|---|---|---|---|---|
KeyPerformance Indicator |
Year | 2019 | 2020 | As of March 31, 2021 |
| Baltic Capesize Index | High | 5,043 | 4,440 | 3,194 |
| Low | 92 | -372 | 1,242 | |
| Average | 2,261 | 1,450 | 2,065 | |
| Baltic Dry Index | High | 2,518 | 2,097 | 2,319 |
| Low | 595 | 393 | 1,303 | |
| Average | 1,353 | 1,066 | 1,739 | |
| Earnings per Share (NT Dollar) | 1.64 | 1.67 | 1.12 |
5.2.2 Usage and manufacturing processes of the company’s main products: Not applicable
5.2.3 Status of main raw material supplies: Not applicable
5.2.4 Provide a list of any suppliers and clients accounting for 10 percent or more of the company's total procurement (sales) amount in either of the two most recent fiscal years, the amounts bought from (sold to) each, the percentage of total procurement (sales) accounted for by each, and an explanation of the reason for increases or decreases in the above figures. If, before the date of publication of the annual report, there is any financial data for the most recent period audited and attested or reviewed by a CPA, it shall also be disclosed therewith.
5.2.4.1 Major Supplier Information (Consolidated Financial Statements)
Unit: NT$1,000
| 2020 | 2020 | 2019 | 2019 | ||||
|---|---|---|---|---|---|---|---|
| Name | Amount | % of Annual Net Purchase |
Relationship with Issuer |
Name | Amount | % of Annual Net Purchase |
Relationship with Issuer |
| Supplier A | 117,641 | 9% | None | Supplier A | 154,525 | 10% | None |
| Net Purchases | 1,231,132 | 100% | - | Net Purchases | 1,527,672 | 100% | - |
| Q1 2021 | |||
|---|---|---|---|
| Name | Amount | % of Annual Net Purchase | Relationshipwith Issuer |
| Supplier A | 34,683 | 10% | None |
| Net Purchases | 331,226 | 100% | - |
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5.2.4.2 Major Client Information (Consolidated Financial Statement)
| 2020 | 2019 | 2019 | |||||
|---|---|---|---|---|---|---|---|
| Name | Amount | % of Annual Net Sales |
Relationship with Issuer |
Name | Amount | % of Annual Net Sales |
Relationship with Issuer |
| Client A | 454,389 | 14% | None | Client A | 738,508 | 20% | None |
| Client F | 479,092 | 15% | None | Client F | 550,602 | 15% | None |
| Client S | 345,957 | 11% | None | Client S | 463,144 | 12% | None |
| Client R | 375,744 | 12% | None | Client R | 330,962 | 9% | None |
| Net Sales | 3,131,115 | 100% | - | Net Sales | 3,762,725 | 100% | - |
| Q1 2021 | |||
|---|---|---|---|
| Name | Amount | % of Annual Net Sales | Relationshipwith Issuer |
| Client A | 140,135 | 18% | None |
| Client F | 113,706 | 14% | None |
| Client S | 71,039 | 9% | None |
| Client R | 114,161 | 14% | None |
| Net Sales | 792,821 | 100% | - |
5.2.5 Production volume in last two fiscal years: Not applicable
| 6 Sale Volum | e in the Last Two Fiscal Years(Consolidated F | e in the Last Two Fiscal Years(Consolidated F | e in the Last Two Fiscal Years(Consolidated F | e in the Last Two Fiscal Years(Consolidated F | e in the Last Two Fiscal Years(Consolidated F | e in the Last Two Fiscal Years(Consolidated F | e in the Last Two Fiscal Years(Consolidated F |
|---|---|---|---|---|---|---|---|
| Year Sales Volume Main Products Shipping Trucking Air Transport and Other Total |
2020 | ||||||
| Domestic Sales | Foreign Sales | Domestic Sales | |||||
| Volume | Value | Volume | Value | Volume | Value | Volume | |
| - | - | - | 1,597,110 | - | - | ||
| - | 1,490,667 | - | - | - | 1,829,819 | - | |
| - | 43,338 | - | - | - | 34,490 | - | |
| - | 1,534,005 | - | 1,597,110 | - | 1,864,309 | - |
5.3 Employee Information
5.3.1 Employee Statistics
| Year | Year | 2019 | 2020 | As of March 31, 2021 |
|---|---|---|---|---|
| Number of Employees | 57 | 57 | 57 | |
| Average Age | 48.5 years | 48.4 | 49 | |
| Years of Service | 11.5 | 11.9 | 12.1 | |
| Education Level | Ph.D. | 5.3% | 5.3% | 5.3% |
| Master’s | 26.3% | 29.8% | 28.0% | |
| Bachelor’s or Associate | 61.4% | 56.1% | 57.9% | |
| High School | 7.0% | 7.0% | 8.8% | |
| Below High School | 0% | 0% | 0% |
5.3.2 Employee Accreditation and Certification
Occupational Safety and Health Management Certification Stacker Operator Certification
Class 3 Toxic Chemical Substance Technical Management Certification Oracle Database Certification
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ISO Internal Audit Certification Internal Controls Auditor Certification Sea Survival Certification Personal Safety and Social Responsibility Certification Proficiency in Survival Craft Certification First Aid Certification Radar Operation and Management Certification Security Awareness and Responsibility Certification Chief Security Officer (CSO) Training Certification Global Maritime Distress and Safety System Operation Certification Fire Safety and Basic/Advanced Firefighting Certification International Safety Management Internal Auditor Certification Electronic Navigation Chart Certification
5.4 Environmental Expenditures
5.4.1 Losses stemming from environmental pollution incidents in the most recent fiscal year and as of the publication date of this report: None
5.4.2 New countermeasures implemented in response to pollution-related losses: Not applicable
5.4.3 Environmental Disbursements and Measures
5.4.3.1 The company’s container trailers are compliant with environmental regulations and emission standards. Its shipping fleet is also compliant with pollution standards set forth in international conventions and by the International Maritime Organization. The fleet has also been certified by the American Bureau of Shipping.
5.4.3.2 Ballast water treatment systems have already been installed on the majority of the company’s ships. The remaining ships will undergo installation the next time they dock for repairs.
5.4.3.3 Apart from replacing older container trailers with new models compliant with the government’s fifth edition of emission standards, the company will purchase trailers compliant with the sixth edition of emission standards.
5.4.3.4 The company’s environmental expenditures in the last fiscal year and first quarter of this year (ballast water treatment systems, fifth-edition emission standard-compliant vehicles, etc.) totaled NT$36.35 million.
5.5 Labor Relations
5.5.1 Implementation of employee benefit, education, training, and pension programs; labor-management agreements; and protection of employee rights
5.5.1.1 The company is committed to employee welfare and has a legally required employee welfare committee in place to oversee employee welfare affairs. In addition, employees enjoy an annual company trip and receive bonuses and gifts on birthdays and holidays. The company also offers subsidies for weddings, funerals, birth of a child and hospitalization. In addition, employees receive educational grants for their children, a memorial ring upon retirement, and emergency subsidies.
5.5.1.2 The company distributes year-end bonuses every year, along with performance bonuses based on collective and individual performance. The industry indicators mentioned above are used to determine the scale of each year’s pay raise. In 2020, employees enjoyed an average wage rise of 2.52 percent.
5.5.1.3 The company encourages employees to take paid leave days. The company’s leave policy complies with the Labor Standards Act.
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5.5.1.4 Employee education and training
5.5.1.4.1 Every company department allocates funds for continuing education and training every year. The company holds aperiodic internal training programs and encourages employees to attend external practical training classes and programs. These programs help to improve both the technical skills and competitiveness of employees.
5.5.1.4.2 In 2020, employees of the company and its subsidiaries attended 1,920 hours of internal education and training and 1,726 hours of external training. Company employees were certified in transportation of dangerous goods, occupational safety and health management, first aid, and electronic navigation charts through participation in these programs.
5.5.1.4.3 All crew members serving on the company’s ships are required to hold a certificate of competency (management-, operational-, or assistant-level) issued by the government of the flag state or seafarer certification. Periodic retraining is also required, as is practical training and participation in electronic navigation charts, marine radio operation, emergency first aid, sea survival, firefighting, and security training exercises.
5.5.1.5 Corporate Pension Scheme and Implementation 5.5.1.5.1 Pension Scheme
Providing employees with a working environment in which they feel secure and can focus on contributing to the company includes allaying concerns about post-retirement financial security. The company is wholly responsible for pension contributions under its pension scheme and contributes 9 percent of employees’ wages into its designated Bank of Taiwan pension reserve account every month. In accordance with Article 56-2 of the Labor Standards Act, the contribution difference is estimated at the end of the year and the amount of difference is transferred into the account before the end of March the following year. In the case of employees that switch from the previous pension scheme to the new pension scheme under the Labor Pension Act, the company will pay 6 percent of the employee’s wage to the Bureau of Labor Insurance for deposit in the employee’s individual pension account.
5.5.1.5.2 Implementation
2018: Two employees retired; actual pension payments of NT$10,976,000 2019: Three employees retired; actual pension payments of NT$14,462,000 2020: One employee retired; actual pension payments of NT$5,771,000
The balance of the company’s employee pension reserve fund was NT$29,622,000 on Dec. 31, 2020.
5.5.1.6 Labor Agreements
-
(1) Departmental heads meet weekly to discuss issues or recommendations raised by base-level staff.
-
(2) Issues involving violations of labor rights should be investigated, with the results of the investigations submitted to the governing body for review.
-
(3) All managers, regardless of level, are available to discuss issues and resolutions with base-level staff. Managers should report any issues that have been brought to their attention.
-
(4) A meeting between labor and management representatives is convened quarterly to maintain excellent labor-management relations, promote cooperation, and protect labor rights including health, safety, welfare and reward/penalty systems.
5.5.1.7 Occupational and Personal Safety
-
(1)The company is responsible for providing a clean, safe working environment. Building maintenance is outsourced to a professional cleaning company with inspections taking place twice a day. The outside of the building is cleaned annually. The building, including drainage system, is disinfected twice a year. Planting and greening programs are also conducted twice a year.
-
(2) Fire safety equipment is inspected every six months. Emergency escape route lighting and elevators are tested and maintained every two weeks. All company locations have a rest area for cargo truck drivers.
-
(3) The company provides annual health checkups for employees. All employees are covered under groupterm Nanshan and Fubon insurance policies.
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- (4) The company is committed to maintaining a pleasant and harmonious working environment and regards occupational safety as a fundamental responsibility.
5.5.1.8 Employee Conduct or Ethics Code
The company’s employee conduct or ethics code is clearly stated in its personnel regulations. The code includes the following:
-
(1) Employees shall be loyal in their professional duties and follow company and government regulations.
-
(2) Employees shall not use their positions to benefit themselves or others, and shall not offer or accept bribes.
-
(3) Employees shall follow the proper procedures for requesting leave and shall not take unauthorized leave.
-
(4) Employees have an obligation of confidentiality and shall not disclose confidential information.
-
(5) Departmental managers are responsible for training, supervision and assessment.
5.5.2 Estimated labor dispute-related losses in the last fiscal year and as of the publication date of this report; estimated labor dispute-related losses in the present and future; and countermeasures: None
5.6 Major Contracts
| Contract Type | Contracted Party | Contract Period | Contracted Service |
Restrictions |
|---|---|---|---|---|
| Container Transport Contract (ATI) |
OOCL (Taiwan) Co., Ltd. | Jan. 1, 2020 to Dec. 31, 2020 with automatic renewal |
Long-haul Trucking |
None |
| Container Transport Contract |
CMA CGM Taiwan Ltd. | Jan. 1, 2021 to Dec. 31, 2021 | Long-haul Trucking |
None |
| Container Transport Contract |
Maersk Taiwan Ltd. | Aug. 1, 2019 to July 31, 2021 | Long-haul Trucking |
None |
| Container Transport Contract |
Ocean Network Express (Taiwan) Co., Ltd. |
Jan. 1, 2020 to March 31, 2022 | Long-haul Trucking |
None |
| Container Transport Contract |
HMM Shipping Agency Co., Ltd. |
July 1, 2018 to June 30, 2019 with automatic renewal |
Long-haul Trucking |
None |
| Container Transport Contract |
Hapag-Lloyd Taiwan Ltd. | Oct. 1, 2020 to May 31, 2021 | Long-haul Trucking |
None |
| Saudi Arabian Airlines General Sales Agency Contract(*) |
Saudi Arabian Airlines |
Jan. 1, 2020 to Dec. 31, 2020 | Passenger Transport |
None |
| Saudi Arabian Airlines General Sales Agency Contract(*) |
Saudi Arabian Airlines |
Jan. 1, 2020 to Dec. 31, 2020 | Cargo | None |
(*) Contract is automatically renewed on expiry date; letter of contractual commitment has been received.
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6 Financial Position
6.1 Five-Year Financial Overview
6.1.1 Condensed Balance Sheets for the Last Five Years
Unit:NT$1,000
| Unit:NT$1,000 | |||||||
|---|---|---|---|---|---|---|---|
| Year Line Item |
Five-Year Financial Overview | As of March 31, 2021 |
|||||
| 2016 | 2017 | 2018 | 2019 | 2020 | |||
| Current Assets | 4,886,636 | 3,525,370 | 4,107,046 | 3,959,012 | 5,078,230 | 4,573,454 | |
| Property, Plant and Equipment |
14,512,030 | 14,746,226 | 14,439,746 | 13,549,411 | 12,101,344 | 12,064,596 | |
| Intangible Assets | 6,670 | 15,915 | 12,655 | 11,659 | 9,798 | 10,444 | |
| Other Assets | 2,065,687 | 1,791,541 | 1,863,870 | 2,436,537 | 2,294,465 | 1,810,773 | |
| Total Assets | 21,471,023 | 20,079,052 | 20,423,317 | 19,956,619 | 19,483,837 | 18,459,267 | |
| Current Liabilities |
Before Distribution |
3,978,017 | 1,928,220 | 2,338,599 | 3,109,700 | 3,504,621 | 2,354,125 |
| After Distribution |
4,076,759 | 2,026,962 | 2,654,574 | 3,267,687 | 3,820,496 | 2,670,100 | |
| Non-current Liabilities | 7,169,545 | 8,724,111 | 7,897,903 | 6,912,556 | 6,229,282 | 6,070,214 | |
| Total Liabilities |
Before Distribution |
11,147,562 | 10,652,331 | 10,236,502 | 10,022,256 | 9,733,903 | 8,424,339 |
| After Distribution |
11,246,304 | 10,751,073 | 10,552,477 | 10,180,244 | 10,049,878 | 8,740,314 | |
| Equity Attributable to Owners of the Parent |
10,323,461 | 9,426,721 | 10,186,815 | 9,934,363 | 9,749,934 | 10,034,928 | |
| Common Stock | 1,974,846 | 1,974,846 | 1,974,846 | 1,974,846 | 1,974,846 | 1,974,846 | |
| Capital Reserve | 53,411 | 53,411 | 53,411 | 53,411 | 53,411 | 53,411 | |
| Retained Earnings |
Before Distribution |
8,023,244 | 8,020,078 | 8,437,441 | 8,441,796 | 8,605,669 | 8,816,830 |
| After Distribution |
7,924,502 | 7,921,336 | 8,121,466 | 8,283,808 | 8,289,694 | 8,500,855 | |
| Other Equity Interest | 271,960 | (621,623) | (278,883) | (535,690) | (883,992) | (883,992) | |
| Treasury Stock | 0 | 0 | 0 | 0 | 0 | 0 | |
| Non-controlling Interest | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total Equity |
Before Distribution |
10,323,461 | 9,426,721 | 10,186,815 | 9,934,363 | 9,749,934 | 10,034,928 |
| After Distribution |
10,224,719 | 9,327,979 | 9,870,840 | 9,776,375 | 9,433,959 | 9,718,953 |
*If the company prepares parent company-only financial statements, it should also prepare condensed balance sheets and statements of comprehensive income for the last five years.
*Any financial information from the most recent period that has been audited or attested to by a CPA before the publication date of this report should be disclosed here.
Note: “After distribution” figures are based on a board resolution passed in the following year.
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Condensed Statement of Comprehensive Income
Unit:NT$1,000
| Year Line Item |
Five-Year Financial Overview | Five-Year Financial Overview | Five-Year Financial Overview | As of March 31, 2021 |
||
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Operating Revenues | 3,294,834 | 3,218,366 | 3,820,224 | 3,762,725 | 3,131,115 | 792,821 |
| Gross Profit | 807,737 | 558,192 | 969,688 | 829,148 | 547,852 | 136,032 |
| Operating Income (Loss) | 456,305 | 206,949 | 606,859 | 459,651 | 171,511 | 37,798 |
| Non-operating Income and Expenses |
(326,300) | (83,280) | (47,626) | (81,393) | 180,548 | 187,671 |
| Profit (Loss) Before Income Tax |
130,005 | 123,669 | 559,233 | 378,258 | 352,059 | 225,469 |
| Profit from Continuing Operations |
47,941 | 98,052 | 513,711 | 323,842 | 329,039 | 220,685 |
| Losses from Discontinued Operations |
0 | 0 | 0 | 0 | 0 | 0 |
| Profit (Loss) for the Year | 47,941 | 98,052 | 513,711 | 323,842 | 329,039 | 220,685 |
| Total Other Comprehensive Income (Loss) (After Tax) |
(223,872) | (896,059) | 337,780 | (260,319) | (355,480) | 64,309 |
| Total Comprehensive Income (Loss) |
(175,931) | (798,007) | 851,491 | 63,523 | (26,441) | 284,994 |
| Profit Attributable to Owners of the Parent |
47,941 | 98,052 | 513,711 | 323,842 | 329,039 | 220,685 |
| Profit Attributable to Non- controlling Interest |
0 | 0 | 0 | 0 | 0 | 0 |
| Comprehensive Income Attributable to Owners of the Parent |
(175,931) | (798,007) | 851,491 | 63,523 | (26,441) | 284,994 |
| Comprehensive Income Attributable to Non- controllingInterest |
0 | 0 | 0 | 0 | 0 | 0 |
| Basic Earnings Per Share | 0.21 | 0.50 | 2.60 | 1.64 | 1.67 | 1.12 |
*If the company prepares parent company-only financial statements, it should also prepare condensed balance sheets and statements of comprehensive income for the last five years.
*Any financial information from the most recent period that has been audited or attested to by a CPA before the publication date of this report should be disclosed here.
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6.1.2 Parent Company-only Financial Statements
Condensed Balance Sheets
Unit:NT$1,000
| Unit:NT$1,000 | ||||||
|---|---|---|---|---|---|---|
| Year Line Item |
Five-Year Financial Overview | |||||
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Current Assets | 1,290,150 | 405,598 | 458,171 | 512,139 | 1,249,450 | |
| Property, Plant and Equipment |
556,741 | 505,990 | 510,927 | 509,573 | 513,496 | |
| Intangible Assets | 6,670 | 15,915 | 12,655 | 11,659 | 9,798 | |
| Other Assets | 14,112,829 | 12,804,367 | 13,512,122 | 13,730,002 | 13,537,045 | |
| Total Assets | 15,966,390 | 13,731,870 | 14,493,875 | 14,763,373 | 15,309,789 | |
| Current Liabilities |
Before Distribution |
3,118,146 | 987,018 | 969,358 | 1,888,575 | 2,427,430 |
| After Distribution |
3,216,888 | 1,085,760 | 1,285,333 | 2,046,563 | 2,743,405 | |
| Non-current Liabilities | 2,524,783 | 3,318,140 | 3,337,702 | 2,940,435 | 3,132,425 | |
| Total Liabilities |
Before Distribution |
5,642,929 | 4,305,158 | 4,307,060 | 4,829,010 | 5,559,855 |
| After Distribution |
5,741,671 | 4,403,900 | 4,623,035 | 4,986,998 | 5,875,830 | |
| Common Stock | 1,974,846 | 1,974,846 | 1,974,846 | 1,974,846 | 1,974,846 | |
| Capital Reserve | 53,411 | 53,411 | 53,411 | 53,411 | 53,411 | |
| Retained Earnings |
Before Distribution |
8,023,244 | 8,020,078 | 8,437,441 | 8,441,796 | 8,605,669 |
| After Distribution |
7,924,502 | 7,921,336 | 8,121,466 | 8,283,809 | 8,289,694 | |
| Other Equity Interest | 271,960 | (621,623) | (278,883) | (535,690) | (883,992) | |
| Total Equity | Before Distribution |
10,323,461 | 9,426,712 | 10,186,815 | 9,934,363 | 9,749,934 |
| After Distribution |
10,224,719 | 9,327,970 | 9,870,840 | 9,776,375 | 9,433,959 |
*If the company prepares parent company-only financial statements, it should also prepare condensed balance sheets and statements of comprehensive income for the last five years.
Note: “After distribution” figures are based on a board resolution passed in the following year.
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Condensed Statements of Comprehensive Income
Unit:NT$1,000
| Year Line Item |
Five-Year Financial Overview | Five-Year Financial Overview | Five-Year Financial Overview | ||
|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | |
| Operating Revenues | 1,326,566 | 1,259,086 | 1,300,150 | 1,313,359 | 649,062 |
| Gross Profit | 147,744 | 160,551 | 152,499 | 132,170 | 95,773 |
| Operating Income (Loss) | 17,573 | 24,582 | (3,315) | (23,680) | (69,909) |
| Non-operating Income and Expenses |
74,641 | 68,763 | 543,216 | 381,637 | 402,479 |
| Profit (Loss) Before Income Tax |
92,214 | 93,345 | 539,901 | 357,957 | 332,570 |
| Profit from Continuing Operations |
47,941 | 98,052 | 513,711 | 323,842 | 329,039 |
| Losses from Discontinued Operations |
0 | 0 | 0 | 0 | 0 |
| Profit (Loss) for the Year | 47,941 | 98,052 | 513,711 | 323,842 | 329,039 |
| Total Other Comprehensive Income (Loss) (After Tax) |
(223,872) | (896,059) | 337,780 | (260,319) | (355,480) |
| Total Comprehensive Income (Loss) |
(175,931) | (798,007) | 851,491 | 63,523 | (26,441) |
| Basic Earnings Per Share | 0.21 | 0.50 | 2.60 | 1.64 | 1.67 |
Names and Audit Opinions of the Company’s CPAs in the Last Five Years
Year CPA Audit Opinion 2016 Chris Yen, Isabella Lou Unqualified opinion
2017 Michelle Wang, Isabella Lou Unqualified opinion
2018 Michelle Wang, Isabella Lou Unqualified opinion
2019 Michelle Wang, Isabella Lou Unqualified opinion
- 2020 Samuel Au, Isabella Lou Unqualified opinion
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6.2 Five-Year Financial Analysis
6.2.1 Consolidated Financial Report
| Year Item for Analysis |
Year Item for Analysis |
Financial Analysis | Financial Analysis | Financial Analysis | ||
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Financial Structure (%) |
Debt-asset Ratio | 52 | 53 | 50 | 50 | 50 |
| Ratio of Long-term Capital to Property, Plant and Equipment |
121 | 123 | 125 | 124 | 132 | |
| Solvency (%) |
Current Ratio | 123 | 183 | 176 | 127 | 145 |
| Quick Ratio | 121 | 180 | 173 | 125 | 143 | |
| Interest Coverage Ratio | 1.75 | 1.60 | 3.34 | 2.60 | 3.34 | |
| Operating Ability |
Receivables Turnover Rate (Times) | 12.12 | 11.69 | 13.36 | 12.68 | 10.65 |
| Average Collection Days for Receivables | 30 | 31 | 27 | 29 | 34 | |
| Inventory Turnover Rate (Times) | Not applicable | |||||
| Payables Turnover Rate (Times) | Not applicable | |||||
| Average Days for Sale | Not applicable | |||||
| Property, Plant and Equipment Turnover Rate (Times) |
0.23 | 0.22 | 0.26 | 0.27 | 0.24 | |
| Total Asset Turnover Rate (Times) | 0.15 | 0.15 | 0.19 | 0.19 | 0.16 | |
| Profitability | Return on Assets (%) | 0.89 | 1.30 | 3.48 | 2.54 | 2.28 |
| Return on Equity (%) | 0.45 | 0.99 | 5.24 | 3.22 | 3.34 | |
| Ratio of Income Before Tax to Paid-in Capital (%) |
6.58 | 6.26 | 28.32 | 19.15 | 17.83 | |
| Profit Margin Before Tax (%) | 1.46 | 3.05 | 13.45 | 8.61 | 10.51 | |
| Earnings Per Share (NT$) | 0.21 | 0.50 | 2.60 | 1.64 | 1.67 | |
| Cash Flow | Cash Flow Ratio (%) | 23.62 | 41.84 | 54.73 | 43.41 | 25.02 |
| Cash Flow Adequacy Ratio (%) | 59.65 | 66.45 | 89.79 | 101.34 | 106.10 | |
| Cash Flow Reinvestment Ratio (%) | 3.84 | 2.93 | 4.70 | 4.21 | 0.35 | |
| Leveraging | Operating Leverage | 3.95 | 8.10 | 3.57 | 4.63 | 10.43 |
| Financial Leverage | 1.61 | 471.41 | 1.65 | 2.06 | 8.07 |
*If the company prepares parent company-only financial statements, it should also prepare parent company-only financial ratio analysis.
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6.2.2 Parent Company-only Financial Report
| Year Item for Analysis |
Year Item for Analysis |
Financial Analysis | Financial Analysis | Financial Analysis | ||
|---|---|---|---|---|---|---|
| 2016 | 2017 | 2018 | 2019 | 2020 | ||
| Financial Structure (%) |
Debt-asset Ratio | 35 | 31 | 30 | 33 | 36 |
| Ratio of Long-term Capital to Property, Plant and Equipment |
2,308 | 2,519 | 2,650 | 2,527 | 2,509 | |
| Solvency (%) | Current Ratio | 41 | 41 | 47 | 27 | 51 |
| Quick Ratio | 41 | 40 | 47 | 27 | 51 | |
| Interest Coverage Ratio | 1.97 | 2.15 | 9.72 | 6.57 | 5.72 | |
| Operating Ability |
Receivables Turnover Rate (Times) | 7.71 | 7.47 | 7.79 | 7.47 | 4.89 |
| Average Collection Days for Receivables |
47 | 49 | 47 | 49 | 75 | |
| Inventory Turnover Rate (Times) | Not applicable | |||||
| Payables Turnover Rate (Times) | Not applicable | |||||
| Average Days for Sale | Not applicable | |||||
| Property, Plant and Equipment Turnover Rate (Times) |
2.37 | 2.37 | 2.56 | 2.58 | 1.27 | |
| Total Asset Turnover Rate (Times) | 0.08 | 0.09 | 0.09 | 0.09 | 0.04 | |
| Profitability | Return on Assets (%) | 0.80 | 1.11 | 4.00 | 2.57 | 2.56 |
| Return on Equity (%) | 0.45 | 0.99 | 5.24 | 3.22 | 3.34 | |
| Ratio of Income Before Tax to Paid-in Capital(%) |
4.67 | 4.73 | 27.34 | 18.13 | 16.84 | |
| Profit Margin Before Tax (%) | 3.61 | 7.79 | 39.51 | 24.66 | 50.69 | |
| Earnings Per Share (NT$) | 0.21 | 0.50 | 2.60 | 1.64 | 1.67 | |
| Cash Flow | Cash Flow Ratio (%) | 8.43 | 0.99 | 11.87 | 13.28 | 19.17 |
| Cash Flow Adequacy Ratio (%) | 53.71 | 79.64 | 93.22 | 103.12 | 143.76 | |
| Cash Flow Reinvestment Ratio (%) | 1.64 | Note 1 | 0.12 | Note 1 | 2.37 | |
| Leveraging | Operating Leverage | 6.01 | 2.78 | Note 2 | Note 2 | Note 2 |
| Financial Leverage | 0.23 | 0.43 | Note 2 | Note 2 | Note 2 |
Note 1: The amount of net cash flow from operations minus cash dividends is negative.
Note 2: The company operated at a loss for the year.
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1. Financial Structure
-
(1) Debt-asset Ratio = Total liabilities / Total Assets
-
(2) Ratio of Long-term Capital to Property, Plant and Equipment = (Total Equity + Non-current Liabilities) / Net Worth of Property, Plant and Equipment
2. Solvency
-
(1) Current Ratio = Current Assets / Current Liabilities
-
(2) Quick Ratio = (Current Assets – Inventory – Prepaid Expenses) / Current Liabilities
-
(3) Interest Coverage Ratio = Income Before Income Tax and Interest Expenses / Current Interest Expenses
3. Operating Ability
- (1) Receivables Turnover Rate = Net Sales / Average Receivables for Each Period
*including accounts receivable and notes receivable arising from business operations
-
(2) Average Collection Days for Receivables = 365 / Receivables Turnover Rate
-
(3) Inventory Turnover Rate = Cost of Sales / Average Inventory
-
(4) Payables Turnover Rate = Cost of Sales / Average Payables for Each Period
-
**including accounts payable and notes payable arising from business operations
-
(5) Average Days of Sale = 365 / Inventory Turnover Rate
-
(6) Property, Plant and Equipment Turnover Rate = Net Sales / Average Net Worth of Property, Plant and Equipment
-
(7) Total Asset Turnover Rate = Net Sales / Average Total Assets
4. Profitability
-
(1) Return on Assets = [Net Income + Interest Expenses(1 – tax rate)] / Average Total Assets
-
(2) Return on Shareholder Equity = Net Income / Average Net Shareholder Equity
-
(3) Profit Margin Before Tax = Net Income / Net Sales
-
(4) Earnings Per Share = (Profit and Loss Attributable to Owners of the Parent – Dividends on Preferred Shares) / Weighted Average Number of Issued Shares
5. Cash Flow
-
(1) Cash Flow Ratio = Net Cash Flow from Operating Activities / Current Liabilities
-
(2) Net Cash Flow Adequacy Ratio = Net Cash Flow from Operating Activities for the Most Recent Five Years / (Capital Expenditures + Inventory Increase + Cash Dividends)
-
(3) Cash Flow Reinvestment Ratio = (Net Cash Flow from Operating Activities – Cash Dividends) / Gross Property, Plant and Equipment Value + Long-term Investment + Other Non-current Assets + Working Capital (Note 2)
6. Leveraging
-
(1) Operating Leverage = (Net Operating Revenue – Variable Operating Costs and Expenses) / Operating Income (Note 3)
-
(2) Financial Leverage = Operating Income / (Operating Income - Interest Expenses)
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-
Note 1: When the above formula for calculation of earnings per share is used during measurement, give special attention to the following matters:
-
(1) Measurement should be based on the weighted average number of common shares, not the number of issued shares at year end.
-
(2) In any case where there is a cash capital increase or treasury stock transaction, the period of time in circulation shall be considered in calculating the weighted average number of shares.
-
(3) In the case of capital increase out of earnings or capital surplus, the calculation of earnings per share for the past fiscal year and the fiscal half-year shall be retrospectively adjusted based on the capital increase ratio, without the need to consider the issuance period for the capital increase.
-
(4) If the preferred shares are non-convertible cumulative preferred shares, the dividend of the current year (whether issued or not) shall be subtracted from the net profit after tax, or added to the net loss after tax. In the case of non-cumulative preferred shares, if there is net profit after tax, dividend on preferred shares shall be subtracted from the net profit after tax; if there is loss, then no adjustment need be made.
Note 2: Give special attention to the following matters when carrying out cash flow analysis:
-
(1) Net cash flow from operating activities means net cash inflows from operating activities listed in the statement of cash flows.
-
(2) Capital expenditures mean the amounts of cash outflows for annual capital investment.
-
(3) Inventory increase will only be entered when the ending balance is larger than the beginning balance. An inventory decrease at year end will be deemed zero for calculation.
-
(4) Cash dividends include cash dividends from both common shares and preferred shares.
-
(5) Gross property, plant and equipment value means the total value of property, plant and equipment prior to the subtraction of accumulated depreciation.
-
Note 3: Issuers shall separate operating costs and operating expenses by their nature into fixed and variable categories. When estimations or subjective judgments are involved, give special attention to their reasonableness and to maintaining consistency.
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6.3 Supervisors’ Report on the Last Fiscal Year’s Financial Statement
Supervisors’Report
Chinese Maritime Transport Ltd. 2021 Annual General Meeting of Shareholders:
The company's 2020 parent company-only financial statements and consolidated financial statements were prepared by the Board of Directors and have been audited and certified by KPMG accountants Samuel Au and Isabella Lou. In accordance with Article 219 of the Company Act, we have carefully examined these statements, along with the business report and earnings distribution statement, and found no discrepancies. We hereby submit these statements to shareholders for review.
Supervisor: Spencer Yang
Supervisor: Bing-Hsiu Kuo
May 12, 2021
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6.4 Financial Statement for the Last Fiscal Year
Independent Auditors’ Report
To the Board of Directors of CHINESE MARITIME TRANSPORT LTD.:
Opinion
We have audited the consolidated financial statements of CHINESE MARITIME TRANSPORT LTD. (“the Company”) and its subsidiaries (“the Group”), which comprise the consolidated balance sheet as of December 31, 2020 and 2019, the consolidated statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as at December 31, 2020 and 2019, 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 with the International Financial Reporting Standards (“IFRSs”), International Accounting Standards (“IASs”), Interpretation developed by the International Financial Reporting Interpretations Committee (“IFRIC”) or the former Standing Interpretations Committee (“SIC”) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.
Basis for Opinion
We conducted our audit in accordance with the Regulations Governing Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis of our opinion.
Other Matter
We did not audit the financial statements of the investee which represented the investment accounted for using the equity method of the Group. Those statements were audited by another auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amount is based solely on the report of other auditors. The investment accounted for using the equity method constituting 5.34% of the total consolidated assets; and the related shares of profit of associates accounted for using the equity method constituted 16.54% of the total profit before tax for the years ended December 31, 2019. The Company has prepared its parent-company-only financial statements as of and for the years ended December 31, 2020 and 2019, on which we have issued an unmodified opinion and an unmodified opinion with Emphasis of Other Matter, respectively, for reference.
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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 of the current period. 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. In our judgment, the key audit matters that should be communicated in the audit report are as follows:
-
- Recognition of freight revenue vessel chartering and container hauling
-
Please refer to Note(4)(o) for the accounting policy of “Revenue” and to Note (6) (q) for information details.
Description of key audit matters:
The main activities of the Group are bulk carrier operation through overseas subsidiaries, domestic container hauling and storage, and related business. Freight revenue vessel chartering and container hauling is one of the significant items in the consolidated financial statements, and the amounts and changes may affect the users’understanding on the entire financial statements. – Therefore, the testing over freight revenue vessel chartering and container hauling recognition is considered a key matter in our audit.
Audit Procedure:
Our principal audit procedures included: testing the related controls over the sale and receipts cycle, conducting the confirmation process used to examine the accounts receivable and revenue of major customers, executing substantive analytical procedures of freight revenue–vessel chartering, and assessing the contract liabilities, as well as evaluating whether the Group’s timing of revenue recognition is accurate in accordance with the related accounting standards.
- Assessment of impairment on property, plant and equipment
Please refer to Note (4)(j) and Note (4)(m) for the accounting policies of impairment assessment of property, plant and equipment; Note (5)(a) for the assumptions and estimation uncertainty of impairment assessment of property, plant and equipment; and Note (6)(f) for the related disclosure of property, plant and equipment.
Description of key audit matters:
The main activities of the Group are bulk carrier operation, domestic container hauling and storage, and related business. The industry of the Group is affected by the variability of global economy and the highly competitive environment of shipping market, causing a drastic profit change in the shipping industry and posing a potential risk of impairment on transportation equipment of property, plant and equipment. Therefore, assessing whether an asset impairment incurs and conducting a test over the impairment are considered to be the key matters of our audit.
Audit Procedure:
Our principal audit procedures included: understanding and assessing the related policies, internal control and processing procedure of impairment assessment of the Company; evaluating the reasonability of discounting rate and external source information about estimating future cash flows, including reviewing the information source of the estimation; examining the input numbers of valuation model and equation, as well as recalculating and checking the correctness of the valuation model.
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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 with the IFRSs, IASs, IFRC, 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 consolidated financial statements that are free from 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 Supervisors) are responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 auditing standards generally accepted in 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 auditing standards generally accepted in 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 auditor’s 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 auditor’s 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
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underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient appropriate audit evidence regarding the financial information of the 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 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.
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 of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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 audit resulting in this independent auditors’ report are Yiu-Kwan Au and Jui-Lan Lo.
KPMG
Taipei, Taiwan (Republic of China) March 19, 2021
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CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES Consolidated Balance Sheets December 31, 2020 and 2019
(Expressed in Thousands of New Taiwan Dollars)
| December 31, 2020 December 31, 2019 Assets Amount % Amount % Current assets: 1100 Cash and cash equivalents (note (6)(a)) $ 3,741,974 19 3,288,046 17 1110 Current financial assets at fair value through profit or loss (notes (6)(b) and (8)) 634,690 3 14,050 - 1150 Notes and accounts receivable, net (note (6)(d)) 285,637 2 273,636 1 1180 Accounts receivable due from related parties, net (notes (6)(d) and (7)) 11,864 - 16,770 - 1470 Other current assets 70,779 - 62,481 - 1476 Other current financial assets (notes (6)(i) and (8)) 333,286 2 304,029 2 5,078,230 26 3,959,012 20 Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (notes (6)(b) and (8)) 208,915 1 119,554 - 1517 Non-current financial assets at fair value through other comprehensive income (notes (6)(c) and (8)) 1,188,476 7 315,134 2 1550 Investments accounted for using equity method, net (notes (6)(e) and (8)) 630,292 3 1,698,801 9 1600 Property, plant and equipment (notes (6)(f) and (8)) 12,101,344 62 13,549,411 68 1755 Right-of-use assets (note (6)(g)) 162,059 1 218,783 1 1760 Investment property, net (note (6)(h)) 34,535 - 35,995 - 1780 Intangible assets 9,798 - 11,659 - 1840 Deferred tax assets (note (6)(n)) 15,985 - 17,854 - 1900 Other non-current assets 35,579 - 8,626 - 1980 Other non-current financial assets (notes (6)(i) and (8)) 18,624 - 21,790 - 14,405,607 74 15,997,607 80 Total assets $ 19,483,837 100 19,956,619 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note (6)(j)) 2130 Current contract liabilities (note (6)(q)) 2150 Notes and accounts payable 2200 Other payables 2230 Current tax liabilities 2280 Current lease liabilities (note (6)(k)) 2300 Other current liabilities 2320 Long-term liabilities, current portion (note (6)(j)) Non-Current liabilities: 2530 Bonds payable (note (6)(j)) 2540 Long-term borrowings (note (6)(j)) 2570 Deferred tax liabilities (note (6)(n)) 2580 Non-current lease liabilities (note (6)(k)) 2640 Net defined benefit liabilities, non-current (note (6)(m)) 2670 Other non-current liabilities, others Total liabilities Equity attributable to owners of parent: (note (6)(o)) 3100 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings 3400 Other equity interest Total equity Total liabilities and equity |
**December 31, ** | 2020 | 2020 | **December 31, ** | **December 31, ** | **December 31, ** | **December 31, ** |
|---|---|---|---|---|---|---|---|
| Amount | % | Amount | |||||
| $ 194,940 34,136 166,033 138,795 10,752 44,533 2,894 2,912,538 |
1 - 1 1 - - - 15 |
1,529,883 19,327 239,126 180,638 27,630 52,509 7,068 1,053,519 |
|||||
3,504,621 |
18 |
3,109,700 |
15 |
||||
2,900,000 2,567,895 606,529 122,486 31,702 670 |
15 13 3 1 - - |
2,700,000 3,393,217 607,906 169,693 40,779 961 |
14 17 3 1 - - |
||||
| 6,229,282 | 32 |
6,912,556 |
35 |
||||
9,733,903 |
50 |
10,022,256 |
50 |
||||
1,974,846 |
10 |
1,974,846 |
10 |
||||
53,411 |
- |
53,411 |
- |
||||
1,747,570 535,690 6,322,409 |
9 3 33 |
1,715,537 359,487 6,366,772 |
9 2 32 |
||||
8,605,669 |
45 |
8,441,796 |
43 |
||||
(883,992) |
(5) |
(535,690) |
(3) |
||||
9,749,934 |
50 |
9,934,363 |
50 |
||||
$ 19483837 |
100 |
19956619 |
100 |
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars, Except earnings per share)
| 4000 Operating Revenues (notes (6)(q), (7) and (14)) 4621 Freight revenue-vessel chartering 4622 Freight revenue-container hauling and logistics 4623 Freight revenue-airline agent and others 5000 Operating costs (notes (6) (m), (s) and (12)) 5621 Freight cost-vessel chartering 5622 Freight cost-container hauling and logistics 5623 Freight cost-airline agent and others 5900 Gross profit Operating expenses: 6000 Operating expenses (notes (6)(m), (s), (7) and (12)) 6450 Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 (note (6)(d)) 6900 Net operating income Non-operating income and expenses: 7010 Other income (note (6)(l)) 7050 Finance costs (note (6)(r)) 7060 Share of profit (loss) of associates and joint ventures accounted for using equity method (note (6)(e)) 7100 Interest income 7210 Gains (losses) on disposal of property, plant and equipment, net (note (6)(f)) 7230 Foreign exchange gains or losses, net 7235 Gains (losses) on financial assets at fair value through profit or loss (note (6)(b)) 7590 Miscellaneous disbursements 7225 Losses on disposal of investments, net (note (6)(e)) 7900 Profit from continuing operations before tax 7950 Less: Income tax expenses (note (6)(n)) Profit (attributable to owners of parent) 8300 Other comprehensive income: 8310 Items that may not be reclassified subsequently to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans (note (6)(m)) 8316 Unrealized gains (losses) from investments in equity instruments measured at fair value through other comprehensive income (note (6)(c)) 8320 Share of other comprehensive income of associates and joint ventures accounted for using equity method, items that may not be reclassified to profit or loss 8349 Income tax related to items that may not be reclassified to profit or loss (note (6)(n)) 8360 Items that may be reclassified subsequently to profit or loss 8361 Exchange differences on translation 8370 Share of other comprehensive income of associates and joint ventures accounted for using equity method, items that may be reclassified to profit or loss 8399 Income tax related to items that may be reclassified to profit or loss (note (6)(n)) Total other comprehensive income that may be reclassified to profit or loss 8300 Other comprehensive income Comprehensive income (attributable to owners of parent) Earnings per share(note (6)(p)) 9750 Basic net income per share (NT dollars) 9850 Diluted net income per share (NT dollars) |
2020 | 2020 | 2019 | % 50 49 1 |
||||
|---|---|---|---|---|---|---|---|---|
| Amount | % | Amount | ||||||
| $ 1,597,110 1,490,667 43,338 |
51 48 1 |
1,898,416 1,829,819 34,490 |
||||||
3,131,115 |
100 |
3,762,725 |
100 |
|||||
1,341,626 1,217,151 24,486 |
43 39 1 |
1,390,181 1,519,327 24,069 |
37 40 1 |
|||||
2,583,263 |
83 |
2,933,577 |
78 |
|||||
547,852 |
17 |
829,148 |
22 |
|||||
376,325 16 |
11 - |
369,477 20 |
10 - |
|||||
| 376,341 | 11 |
369,497 |
10 |
|||||
171,511 |
6 |
459,651 |
12 |
|||||
33,760 (150,245) 68,886 25,064 (3,168) (1,569) 438,392 (318) (230,254) |
1 (5) 2 1 - - 14 - (7) |
20,818 (237,044) 65,147 74,166 3,399 (861) (6,069) (949) - |
- (6) 2 2 - - - - - |
|||||
180,548 |
6 |
(81,393) |
(2) |
|||||
352,059 23,020 |
12 1 |
378,258 54,416 |
10 1 |
|||||
329,039 |
11 |
323,842 |
9 |
|||||
6,250 248,330 4,767 1,250 |
- 8 - - |
(4,277) 22,158 (1,408) (855) |
- - - - |
|||||
258,097 |
8 |
17,328 |
- |
|||||
(614,672) 729 (366) |
(20) - - |
(243,373) (34,453) (179) |
(6) (1) - |
|||||
(613,577) |
(20) |
(277,647) |
(7) |
|||||
(355,480) |
(12) |
(260,319) |
(7) |
|||||
$ (26,441) |
(1) |
63,523 |
2 |
|||||
$ |
1.67 |
1.64 |
||||||
$ |
1.66 | 1.64 |
-81-
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
Equity attributable to owners of parent
| Share capital Ordinary shares Balance at January 1, 2019 $ 1,974,846 Appropriation and distribution of retained earnings: Legal reserve appropriated - Reversal of special reserve - Cash dividends of ordinary share - - Net income for the year ended December 31, 2019 - Other comprehensive income for the year ended December 31, 2019 - Total comprehensive income for the year ended December 31, 2019 - Balance at December 31, 2019 1,974,846 Appropriation and distribution of retained earnings: Legal reserve appropriated - Special reserve reversal - Cash dividends of ordinary share - - Net income for the year ended December 31, 2020 - Other comprehensive income for the year ended December 31, 2020 - Total comprehensive income for the year ended December 31, 2020 - Balance at December 31, 2020 $ 1,974,846 |
Share **capital ** |
Capital surplus |
**Retained ** | earnings | Total other equity interest | Total other equity interest | Total other equity interest | Total other equity interest | Total equity 10,186,815 - - (315,975) (315,975) 323,842 (260,319) 63,523 9,934,363 - - (157,988) (157,988) 329,039 (355,480) (26,441) 9,749,934 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of Unrealized gains (losses) from financial assets measured at fair value foreign financial statements through other comprehensiv e income |
Total other equity interest |
|||||||||||
| Ordinary shares |
Legal reserve |
Special reserve |
Unappropriate d earnings |
Total retained earnings |
||||||||
| $ 1,974,846 | 53,411 |
1,664,166 |
621,623 |
6,151,652 |
8,437,441 |
(263,496) |
(15,387) |
(278,883) |
||||
- - - |
- - - |
51,371 - - |
- (262,136) - |
(51,371) 262,136 (315,975) |
- - (315,975) |
- - - |
- - - |
- - - |
||||
| - | - | 51,371 | (262,136) |
(105,210) |
(315,975) |
- |
- | - | ||||
| - - |
- - |
- - |
- - |
323,842 (3,512) |
323,842 (3,512) |
- (277,647) |
- 20,840 |
- (256,807) |
||||
| - | - | - | 320,330 |
320,330 |
(277,647) |
20,840 |
(256,807) |
|||||
| 1,974,846 - - - |
53,411 - - - |
1,715,537 32,033 - - |
359,487 - 176,203 - |
6,366,772 (32,033) (176,203) (157,988) |
8,441,796 - - (157,988) |
(541,143) - - - |
5,453 - - - |
(535,690) - - - |
||||
| - | - | 32,033 | 176,203 |
(366,224) |
(157,988) |
- |
- | - | ||||
| - - |
- - |
- - |
- - |
329,039 (7,178) |
329,039 (7,178) |
- (613,577) |
- 265,275 |
- (348,302) |
||||
| - | - | - | 321,861 |
321,861 |
(613,577) |
265,275 |
(348,302) |
|||||
| $ 1,974,846 |
53,411 |
1,747,570 |
535,690 |
6,322,409 |
8,605,669 |
(1,154,720) |
270,728 |
(883,992) |
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation and amortization expense Expected credit loss Net (gain) loss on financial assets at fair value through profit or loss Interest expense Interest income Dividend income Share of profit of associates and joint ventures accounted for using equity method Net (gain) loss on disposal of property, plant and equipment Loss on disposal of investments accounted for using equity method, net Others Total adjustments to reconcile profit (loss) Changes in operating assets: Decrease (increase) in notes and accounts receivable (including related parties) Increase in other current assets Decrease (increase) in other current financial assets Changes in operating liabilities: Increase (decrease) in notes and accounts payable Increase (decrease) in current contract liabilities Increase (decrease) in other current liabilities Decrease in net defined benefit liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow generated from operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Acquisition of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through profit or loss Acquisition of financial assets at fair value through profit or loss Proceeds from disposal of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Decrease (increase) in other non-current assets Decrease in other non-current financial assets Decrease in other non-current assets Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term borrowings Proceeds from issuance of bonds Repayments of bonds Repayments of long-term borrowings Payment of lease liabilities Cash dividends paid Others Net cash flows used in financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 352,059 |
2019 378,258 964,024 20 6,069 237,044 (74,166) (6,009) (65,147) (3,399) - - 1,058,436 12,467 (51,465) 23,410 (15,588) 56,005 (145) 4,331 (19,096) 41,095 25,507 1,083,943 1,462,201 75,102 84,829 (246,121) (24,350) 1,351,661 (268,003) - (50,397) 13,553 (30,000) - (243,127) 7,284 9,158 (4,821) 140 (566,213) 590,130 - - (1,001,471) (51,079) (315,975) 353 (778,042) (64,565) (57,159) 3,345,205 3,288,046 |
|---|---|---|
931,692 16 (438,392) 150,245 (25,064) (13,616) (68,886) 3,168 230,254 (317) |
||
769,100 |
||
(7,111) (12,620) (13,048) |
||
(32,779) |
||
(73,093) 14,809 (35,799) (2,827) |
||
(96,910) |
||
(129,689) |
||
639,411 |
||
991,470 30,111 52,052 (159,858) (36,809) |
||
876,966 |
||
(109,750) 5,500 (326,105) 48,996 - 358,940 (113,809) 13,507 (28,304) (24,844) 3,166 |
||
(172,703) |
||
(1,334,943) 2,500,000 (400,000) (643,754) (46,581) (157,988) (291) |
||
(83,557) |
||
(166,778) |
||
453,928 3,288,046 |
||
$ 3,741,974 |
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(English Translation of Consolidated Financial Statements Originally Issued in Chinese)
CHINESE MARITIME TRANSPORT LTD. AND SUBSIDIARIES Notes to the Consolidated Financial Statements
For the years ended December 31, 2020 and 2019 (Expressed in Thousands of New Taiwan Dollars Except for Earnings Per Share Information and Unless Otherwise Specified)
(1) Company history
CHINESE MARITIME TRANSPORT LTD. (the “Company”), previously named Associated Transport Inc., was incorporated as a company limited by shares on January 31, 1978, in the Republic of China. The Company’s common shares were listed on the Taiwan Stock Exchange (TWSE). The consolidated financial statements of the Company as of and for the years ended December 31, 2020 comprise the Company and its subsidiaries (together refined to as the “Group”). The main activities of the Group are bulk-carrier transportation through its 100%-owned overseas subsidiaries; domestic container hauling, vessel transportation, warehousing, and related business; and acting as the general sales agent for Saudi Arabian Airlines. The Group also owns investment companies to engage in the business of investment. Based on the organization of the Group and distribution of duties, the Company leads and invests in the business in the Group related to transportation. Please refer to note 4(c)(ii) for related information.
(2) Approval date and procedures of the consolidated financial statements
These consolidated financial statements were authorized for issue by the board of directors on March 19, 2021.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Group has initially adopted the following new amendments, which do not have a significant impact on its consolidated financial statements, from January 1, 2020:
-
Amendments to IFRS 3 “Definition of a Business”
-
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”
-
Amendments to IAS 1 and IAS 8 “Definition of Material”
-
Amendments to IFRS 16 “COVID-19-Related Rent Concessions”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Group assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:
-
Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark -
-
Reform Phase 2”
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- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Group, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” |
Content of amendment Effective date per IASB The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. January 1, 2023 |
Effective date per IASB |
|---|---|---|
The Group is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its consolidated financial position and consolidated financial performance. The results thereof will be disclosed when the Group completes its evaluation.
The Group does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
-
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
-
-
-
● Amendments to IAS 16 “Property, Plant and Equipment Proceeds before Intended Use”
-
-
-
● Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
-
Annual Improvements to IFRS Standards 2018-2020
-
Amendments to IFRS 3 “Reference to the Conceptual Framework”
-
Amendments to IAS 1 “Disclosure of Accounting Policies”
-
Amendments to IAS 8 “Definition of Accounting Estimates”
(4) Summary of significant accounting policies
The significant accounting policies presented in the consolidated financial statements are summarized follows. Except for those specifically indicated, the following accounting policies were applied consistently throughout the presented periods in the consolidated financial statements.
(a) Statement of compliance
These consolidated financial statement have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers (hereinafter referred to as the Regulations) and International Financial Reporting Standards, International Accounting Standards, endorsed and issued into effect by IFRIC Interpretations and SIC Interpretations the Financial Supervisory Commission, R.O.C..
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(b) Basis of preparation
- (i) Basis of measurement
Except for the following significant accounts, the consolidated annual consolidated financial statements have been prepared on the historical cost basis:
-
1) Financial instruments at fair value through profit or loss are measured at fair value;
-
2) Financial instruments at fair value through other comprehensive income are measured at fair value;
-
3) The defined benefit liabilities (assets) are measured at fair value of the pension assets less the present value of the defined benefit obligation, limited as explained in note (4)(p).
-
(ii) Functional and presentation currency
The functional currency of each Group entities is determined based on the primary economic environment in which the entities operate. The consolidated financial statements are presented in New Taiwan Dollar, which is the Group’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.
(c) Basis of consolidation
- (i) Principle of preparation of the consolidated financial statements
The consolidated financial statements comprise the Company and subsidiaries. Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Intragroup balances and transactions, and any unrealized income and expenses arising from Intragroup transactions are eliminated in preparing the consolidated financial statements. The Group attributes the profit or loss and each component of other comprehensive income to the owners of the parent and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
The Group prepares consolidated financial statements using uniform accounting policies for like transactions and other events in similar circumstances. Changes in the Group’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received will be recognized directly in equity, and the Group will attribute it to the owners of the parent.
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(ii) List of subsidiaries in the consolidated financial statements
| Name of investor Name of subsidiary |
Principal activity | Shareholding Decembe r31, 2020 Decembe r31, 2019 Note 0.34 0.34 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Note 2 100 100 Note 3 - - Note 1 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 99.66 99.66 |
Shareholding Decembe r31, 2020 Decembe r31, 2019 Note 0.34 0.34 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Note 2 100 100 Note 3 - - Note 1 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 99.66 99.66 |
|---|---|---|---|
Decembe r31, 2020 0.34 100 100 100 100 100 100 100 100 100 - 100 100 100 100 100 100 100 100 100 100 100 100 100 100 99.66 |
|||
| 0.34 100 100 100 100 100 100 100 100 Note 2 100 Note 3 - Note 1 100 100 100 100 100 100 100 100 100 100 100 100 100 100 99.66 |
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| ATI | Chang-Shun Transport CO., | Container trucking | 100 | 100 |
|---|---|---|---|---|
| Ltd. (CST) | ||||
| 〃 | Huang-Yuen Transport CO., | Container trucking | 100 | 100 |
| Ltd. (HYT) | ||||
| 〃 | Mao-Hua Transport CO., Ltd. | Container trucking | 100 | 100 |
| (MHT) | ||||
| 〃 | AG Prosperity Transport CO., | Container trucking | 100 | 100 |
| Ltd. (APT) | ||||
| 〃 | Pioneer Transport Co., Ltd. | Container trucking | 100 | 100 |
| (PTL) |
-
Note 1: Subsidiary incorporated in August 2018; and was dissolved in January 2019.
-
Note 2: Subsidiary incorporated in April 2013; and was liquidated on October 30, 2020, wherein the liquidation procedures has yet to be completed.
-
Note 3: Subsidiary incorporated in December 2015; and was liquidated on November 11, 2020, wherein the liquidation procedures has yet to be completed.
(d) Foreign currencies
(i) Foreign currency transaction
Transactions in foreign currencies are translated into the respective functional currencies of Group entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for an investment in equity securities designated as fair value through other comprehensive income.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into NTD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into NTD at average rate. Exchange differences are recognized in other comprehensive income.
When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Group disposes of only part of investment in an associate of joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planed nor likely in the foreseeable future, exchange differences arising thereon from part of a net investment in the foreign operation and are recognized in other comprehensive income.
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- (e) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non current.
-
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non current.
An entity shall classify a liability as current when:
-
(i) It is expected to be settled in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) The Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
-
(f) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits and Commercial paper with reverse repurchase agreement which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
(g) Financial instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
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On initial recognition, a financial asset is classified as measured at: amortized cost; Fair value through other comprehensive income (FVOCI) – equity investment; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
- 1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
- 2) Fair value through other comprehensive income (FVOCI )
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
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Dividend income is recognized in profit or loss on the date on which the Group’s right to receive payment is established.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost or FVOCI described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Group may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost or at FVOCI, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
4) Impairment of financial assets
The Group recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost (including cash and cash equivalents, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets), and debt investments measured at FVOCI.
The Group measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:
-
‧ debt securities that are determined to have low credit risk at the reporting date; and
-
‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for accounts receivables are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Group’s historical experience and informed credit assessment as well as forward-looking information.
The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Group considers a financial asset to be in default when the financial asset is more than 180 days past due or the borrower is unlikely to pay its credit obligations to the Group in full.
The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings. The time deposits and commercial paper with reverse repurchase agreement held by the Group were considered to have low credit risk because the Group’s transaction counter
-91-
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parties and the contractually obligated counter parties are financial institutions with credit ratings beyond investment grade.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Group in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Group assesses whether financial assets carried at amortized cost and debt securities at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:
‧ significant financial difficulty of the borrower or issuer;
-
‧ a breach of contract such as a default or being more than 180 days past due;
-
‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
-
‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or
-
‧ the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charge to profit or loss and is recognized in other comprehensive income instead of reducing the carrying amount of the asset.
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
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- 5) Derecognition of financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Group enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Group are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
- 2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
- 3) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
- 4) Derecognition of financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 5) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented
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in the statement of balance sheet when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
(h) Investment in associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over their financial and operating policies. Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of those equity-accounted investees after adjustments to align the accounting policies with those of the Group from the date on which significant influence commences until the date on which significant influence ceases.
Gain and losses resulting from the transactions between the Group and an associate are recognized only to the extent of unrelated Group’s interest in the associate.
When the Group’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
- (i) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
-
(j) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
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Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (ii) Reclassification to investment property
A property is reclassified to investment property at its carrying amount when the use of the property changes from internal use to investment use.
- (iii) Subsequent cost
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Group.
- (iv) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:
-
1) Buildings: 3 ~ 60 years
-
2) Building improvements: 3~15 years.
-
3) Container transportation equipment: 1 ~7 years
-
4) Shipping transportation equipment: 2~20 years
-
5) Container terminal facility: 4~60 years
-
6) Furniture, fixtures and other equipments: 1 ~12 years
Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate.
(k) Lease
(i) Identifying a lease
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether:
-
1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
-
2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
-
3) the customer has the right to direct the use of the asset throughout the period of use only if either:
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the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
-
the relevant decisions about how and for what purpose the asset is used are predetermined and:
-
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or
-
- the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
-
-
(ii) As a leasee
The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be reliably determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the following:
-
-
-
fixed payments; including in-substance fixed payments.
-
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
-
-
-
amounts expected to be payable under a residual value guarantee; and
-
-
-
payments for purchase or termination options that are reasonably certain to be exercised.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when:
-
- there is a change in future lease payments arising from the change in an index or rate; or
-
- there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee; or
-
-
-
there is a change in the lease term resulting from a change of its assessment on
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whether it will exercise an option to purchase the underlying asset, or
-
-
-
-
-
there is a change of its assessment on whether it will exercise a extension or termination option; or
there is any lease modifications
When the lease liability is remeasured, other than lease modifications, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or in profit and loss if the carrying amount of the right-of-use asset has been reduced to zero.
When the lease liability is remeasured to reflect the partial or full termination of the lease for lease modifications that decrease the scope of the lease, the Group accounts for the remeasurement of the lease liability by decreasing the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognize in profit or loss any gain or loss relating to the partial or full termination of the lease.
The Group presents right-of-use assets that do not meet the definition of investment and lease liabilities as a separate line item respectively in the statement of financial position.
(iii) As a lessor
When the Group acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
(l) Intangible assets
(i) Recognition and measurement
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost, less, accumulated amortization and any accumulated impairment losses.
(ii) Subsequent Expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.
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(iii) Amortization
The amortizable amount is the cost of an asset, less its residual value, and is recognized in profit or loss on a straight line basis over the estimated useful lives of intangible assets, from the date that they are available for use.
The intangible asset that the Group possesses is software. The estimated useful lives of computer software is 3~7 years.
Amortization methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
- (m) Impairment of non-financial assets
At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its
recoverable amount. Impairment losses are recognized in profit or loss.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
- (n) Provisions
A provision is recognized if, as a result of a past event, the Group has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
-
(o) Revenue
-
(i) Revenue from contracts with customers
Revenue is measured based on the consideration to which the Group expects to be entitled in exchange for transferring goods or services to a customer. The Group recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Group’s main types of revenue are explained below.
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1) Freight revenue
Vessel chartering revenue is currently recognized during its lease terms ; container hauling revenue is recognized when the goods are delivered to the customers’ premises ; warehouse rent and hanging cabinet revenue is recognized when the service is provided; also, airline agent revenue is recognized when the service is provided.
In case of fixed-price contracts, the customer pays the fixed amount based on a payment schedule. If the services rendered by the Group exceed the payment, a contract asset is recognized. If the payments exceed the services rendered, a contract liability is recognized.
2) Rental income from investment property
Rental income from investment property is recognized in income on a straight-line basis over the lease term. Incentives granted to the lessee to enter into an operating lease are considered as part of rental income which is spread over the lease term on a straight-line basis so that the rental income received are recognized periodically.
3) Financing components
The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.
(ii) Contract costs
1) Incremental costs of obtaining a contract
The Group recognizes as an asset the incremental costs of obtaining a contract with a customer if the Group expects to recover those costs. The incremental costs of obtaining a contract are those costs that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained. Costs to obtain a contract that would have been incurred regardless of whether the contract was obtained shall be recognized as an expense when incurred, unless those costs are explicitly chargeable to the customer regardless of whether the contract is obtained.
The Group applies the practical expedient to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.
2) Costs to fulfil a contract
If the costs incurred in fulfilling a contract with a customer are not within the scope of another Standard (for example, IAS 2 Inventories, IAS 16 Property, Plant and Equipment or IAS 38 Intangible Assets), the Group recognizes an asset from the costs incurred to fulfil a contract only if those costs meet all of the following criteria:
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-
‧ the costs relate directly to a contract or to an anticipated contract that the Group can specifically identify;
-
‧ the costs generate or enhance resources of the Group that will be used in satisfying (or in continuing to satisfy) performance obligations in the future; and
-
‧ the costs are expected to be recovered.
General and administrative costs, costs of wasted materials, labor or other resources to fulfil the contract that were not reflected in the price of the contract, costs that relate to satisfied performance obligations (or partially satisfied performance obligations), and costs for which the Group cannot distinguish whether the costs relate to unsatisfied performance obligations or to satisfied performance obligations(or partially satisfied performance obligations), the Group recognizes these costs as expenses when incurred.
(p) Employee benefits
- (i) Defined contribution plans
Obligations for contributions to defined contribution plans are expensed as the related service is provided.
- (ii) Defined benefit plans
The Group’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
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(iii) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(q) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
The Group has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
- (i) the Group has a legally enforceable right to set off currenttax assets against current tax liabilities; and
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-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
(r) Earnings per share
The Group discloses the basic and diluted earnings per share attributable to ordinary equity holders of the Company. The calculation of basic earnings per share is based on the profit attributable to the ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. The calculation of diluted earnings per share is based on the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjusting the effects of all potential dilutive ordinary shares. Potential dilutive ordinary shares comprise employee stock options and employee bonuses that are yet to be resolved by the shareholders and approved by the board of dirctors.
(s) Operating segments
An operating segment is a component of the Group that engages in business activities from which it may incur revenues and incur expenses (including revenues and expenses relating to transactions with other components of the Group). Operating results of the operating segment are regularly reviewed by the Group’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. Each operating segment consists of standalone financial information.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
The preparation of the consolidated financial statements in conformity with the IFRSs endorsed by the FSC requires management to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
There are no critical judgements in applying accounting policies that have significant effect on amounts recognized in the consolidated financial statements.
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The followings are the related information about material risk contained in uncertainty of assumption and estimation which may lead to a material adjustment in the following year:
- (a) Impairment assessment of property, plant and equipment
In the process of assessing asset impairment, the Group depends on the subjective judgement of its management, the usage of its asset, and the characteristics of the industry, to make decisions about the independent cash flows of certain asset groups, expected lifetime of the asset, as well as gain and loss that may arise in the future. The potential risk of asset impairment lies in the change in the overall economy, the assumption made by the management, and the future strategic plan of the Group.
(6) Explanation of significant accounts
- (a) Cash and cash equivalents
| Petty cash, checking accounts and demand deposits Time deposits Cash equivalents-commercial paper and reverse repurchase agreement |
December 31, 2020 $ 861,723 2,455,458 424,793 |
December 31, 2019 863,945 2,254,565 169,536 3,288,046 |
|---|---|---|
$ 3,741,974 |
Please refer to note 6(t) for the exchange rate risk, the interest rate risk and, the fair value sensitivity analysis of the financial assets and liabilities of the Group.
-
(b) Financial assets at fair value through profit or loss
-
(i) Information is as follows:
| Current financial assets mandatorily measured as at fair value through profit or loss: Non-derivative financial instrument Domestic listed stocks Non-current financial assets mandatorily measured as at fair value through profit or loss: Non-derivative financial instrument Domestic listed stocks Domestic listed stocks under private placement Domestic unlisted stocks Current Non-current |
December 31, 2020 $ 634,690 64,856 119,098 24,961 |
December 31, 2019 14,050 62,963 31,046 25,545 133,604 14,050 119,554 133,604 |
|---|---|---|
$ 843,605 |
||
$ 634,690 208,915 |
||
$ 843,605 |
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The gain or loss on financial assets at fair value through profit or loss for the years ended December 31, 2020 and 2019 were a gain of $438,392 and a loss of $6,069, respectively.
During the years ended December 31, 2020 and 2019, the dividends of $9,708 and $336, respectively, related to investment at fair value through profit or loss, were recognized.
The Group did not provided any aforementioned financial assets as collateral as of December 31, 2019.
As of December 31, 2020, the financial assets measured at fair value through profit or loss of the Group had been pledged as collateral, please refer to note (8).
- (ii) Debt investment information
The convertible bonds held by the Group was due on June 27, 2019, and converted to 4,798 thousand shares of common shares under private placement at $20.84 dollars per share. The equity investments were held for trading, therefore, they were classified as non-current financial assets at fair value through profit or loss on December 31, 2020 and 2019.
-
(iii) The Group has assessed that the domestic unlisted common shares are held within a business model whose objective is achieved by both collecting the contractual cash flows and by selling securities; therefore, they have been designated as debt investment and classified as financial assets mandatorily measured value through profit or loss.
-
(c) Financial assets at fair value through other comprehensive income
| Equity investments at fair value through other comprehensive income Domestic listed stocks |
December 31, 2020 $ 1,188,476 |
December 31, 2019 315,134 |
|---|---|---|
- (i) Equity investments at fair value through other comprehensive income
The Group designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Group intends to hold for long-term strategic purposes, rather than trading purposes.
The Group newly purchased those investments for strategic purposes amounting to $109,750 and $268,003 for the years ended December 31, 2020 and 2019, respectively.
During the years ended December 31, 2020 and 2019, the Group had recognized unrealized gain on financial assets at fair value through other comprehensive income of $248,330 and $22,158, respectively.
During the years ended December 31, 2020 and 2019, the dividends of $3,908 and $5,673, respectively, related to equity investment at fair value through other comprehensive income held on December 31, 2020 and 2019, were recognized.
There were no disposal of strategic investments and transfers of any cumulative gain or loss
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within equity relating to these investments during the years ended December 31, 2020 and 2019.
-
(ii) The Group has lost its significant influence over Taiwan Navigation Co., Ltd. since December 2020. Please refer to Note 6(e)(vi) for the amount of $515,262 that had been reclassified from investment accounted for using equity method to financial asset at fair value through other comprehensive income.
-
(iii) Please refer to note (6)(t) for market risk.
-
(iv) As of December 31, 2020 and 2019, the financial assets measured at other comprehensive income of the Group had been pledged as collateral, please refer to note (8).
(d) Notes and accounts receivable
| Notes receivable Accounts receivable Less: Loss allowance Notes and accounts receivable, net Notes and accounts receivable due from related parties, net |
December 31, 2020 $ 11,115 286,560 (174) |
December 31, 2019 8,952 281,612 (158) 290,406 273,636 16,770 |
|---|---|---|
$ 297,501 |
||
$ 285,637 |
||
$ 11,864 |
The Group applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision was determined as follows:
| Not overdue 1 to 30 days past due 30 to 180 days past due More than 180 days past due |
December 31, 2020 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 282,635 - - 12,767 - - 2,273 7.66% 174 - - - $ 297,675 174 |
December 31, 2020 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 282,635 - - 12,767 - - 2,273 7.66% 174 - - - $ 297,675 174 |
December 31, 2020 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 282,635 - - 12,767 - - 2,273 7.66% 174 - - - $ 297,675 174 |
|---|---|---|---|
| Gross carrying amount $ 282,635 12,767 2,273 - |
Weighted-ave rage loss rate |
||
- - 7.66% - |
|||
| $ 297,675 |
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| Not overdue 1 to 30 days past due 30 to 180 days past due More than 180 days past due |
December 31, 2019 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 274,795 - - 15,016 - - 752 20.88% 157 1 100% 1 $ 290,564 158 |
December 31, 2019 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 274,795 - - 15,016 - - 752 20.88% 157 1 100% 1 $ 290,564 158 |
December 31, 2019 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 274,795 - - 15,016 - - 752 20.88% 157 1 100% 1 $ 290,564 158 |
December 31, 2019 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 274,795 - - 15,016 - - 752 20.88% 157 1 100% 1 $ 290,564 158 |
|---|---|---|---|---|
| Gross carrying amount $ 274,795 15,016 752 1 |
Weighted-ave rage loss rate |
|||
- - 20.88% 100% |
||||
| $ 290,564 |
158 |
The movement in the allowance for notes and accounts receivable was as follows:
| Balance on January 1 Impairment losses recognized Amount written off Balance on December 31 |
2020 | 2019 301 20 (163) 158 |
|---|---|---|
| $ 158 16 - |
||
| $ 174 |
The Group did not provide any aforementioned notes and accounts receivable as collaterals as of December 31, 2020 and 2019.
Please refer to note (6)(t) for credit risk of other receivables.
-
(e) Investments accounted for using equity method
-
(i) A summary of the Group’s financial information for equity-accounted investees at the reporting date is as follows:
| Associates | December 31, 2020 $ 630,292 |
December 31, 2019 1,698,801 |
|---|---|---|
- (ii) The Group’s share of the profit (loss) of associates and joint ventures was as follows:
| Associates | 2020 $ 68,886 |
2019 65,147 |
|---|---|---|
- (iii) Details of the material associate are as follows:
| Name | Nature of the relationship Entity in which the Group has significant influence and in which its main activities are sea shipping services and construction subcontractor, leasing and sales of commercial and residential buildings |
Principal place of business/ Country of **incorporation ** |
Principal place of business/ Country of **incorporation ** |
|---|---|---|---|
| December 31, 2020 |
|||
| Taiwan Navigation Co., Ltd. (TNCL) |
Taiwan |
Note |
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Note: The Group had lost its significant influence over TNCL, resulting in its investments accounted for using equity method to be reclassified to financial asset at fair value through other comprehensive income.
The fair value of the shares of the listed material associate of the Group was as follows:
| follows: | ||
|---|---|---|
| TNCL | December 31, 2020 |
December 31, 2019 770,742 |
| $ - |
The following table summarizes the information of the Group’s material associate adjusted for any differences in accounting policies and reconciles the information to the carrying amount of the Group’s interest in the associates.
1) Summarized financial information of TNCL
| December 31, 2019 Current assets $ 1,592,523 Non-current assets 13,521,227 Current liabilities (505,748) Non-current liabilities (4,366,773) Net assets (Attributable to the investee) $ 10,241,229 2019 Revenue $ 3,113,990 Profit from continuing operations 601,096 Other comprehensive income (237,376) Total comprehensive income (Attributable to the investee) $ 363,720 2020 2019 Group’s share of net assets attributable $ 1,065,702 1,084,304 Total comprehensive income attributable 73,493 37,849 Dividends received by associates (34,739) (56,451) Disposals (478,179) - Reclassification to financial assets at fair value through other comprehensive income (626,277) - Ending balance of net assets attributable $ - 1,065,702 |
December 31, 2019 Current assets $ 1,592,523 Non-current assets 13,521,227 Current liabilities (505,748) Non-current liabilities (4,366,773) Net assets (Attributable to the investee) $ 10,241,229 2019 Revenue $ 3,113,990 Profit from continuing operations 601,096 Other comprehensive income (237,376) Total comprehensive income (Attributable to the investee) $ 363,720 2020 2019 Group’s share of net assets attributable $ 1,065,702 1,084,304 Total comprehensive income attributable 73,493 37,849 Dividends received by associates (34,739) (56,451) Disposals (478,179) - Reclassification to financial assets at fair value through other comprehensive income (626,277) - Ending balance of net assets attributable $ - 1,065,702 |
December 31, 2019 Current assets $ 1,592,523 Non-current assets 13,521,227 Current liabilities (505,748) Non-current liabilities (4,366,773) Net assets (Attributable to the investee) $ 10,241,229 2019 Revenue $ 3,113,990 Profit from continuing operations 601,096 Other comprehensive income (237,376) Total comprehensive income (Attributable to the investee) $ 363,720 2020 2019 Group’s share of net assets attributable $ 1,065,702 1,084,304 Total comprehensive income attributable 73,493 37,849 Dividends received by associates (34,739) (56,451) Disposals (478,179) - Reclassification to financial assets at fair value through other comprehensive income (626,277) - Ending balance of net assets attributable $ - 1,065,702 |
|---|---|---|
$ - |
1,065,702 |
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- (iv) Summarized financial information of individually insignificant associates
The summarized financial information of individually insignificant associates using the equity-accounted method is as follows:
| equity-accounted method is as follows: | ||
|---|---|---|
| Carrying amount of individually insignificant associates’ equity Share of resells attributable to the Group: Profit from continuing operations Other comprehensive (loss) income Comprehensive income |
December 31, 2020 $ 630,292 |
December 31, 2019 633,099 2019 2,599 (11,160) (8,561) |
2020 $ 25,566 (24,677) |
||
$ 889 |
-
(v) The Group disposed part of its investment in TNCL amounting to $358,940, in December 2020, resulting in a loss on disposal of $119,239 to be recognized under losses on disposal of investments.
-
(vi) The Company and its Group held 10.406% of shares of TNCL for long term equity investments and coordinating shipping business, and the Company obtained one seat of the board of directors. The Group accounted it by using equity method. In accordance with the investing business adjustment of the Group, the Company decided to dispose all of its investment in TNCL after the board of directors had reached a resolution on December 8, 2020. As of December 31, 2020, the shares of TNCL held by the Group had decreased to 5.48%, and the shares held by the Company were also reduced to approximately half of the shares held at the time when the Company was elected as corporate director. Furthermore, the Company will continue to dispose the rest of shares. According to Act 197 of Company Act, in case a director of a company whose shares are issued to the public that has been transferred during his/her term as a director, more than one half of a company’s shares being held by him/her at the time he/she is elected, he/she shall, ipso facto, be discharged from the office of director. In light of the above matter, the Group has no intention of retaining any shares in TNCL, therefore, it had lost its significant influence over TNCL in December 2020, resulting in the Group to measure its financial asset with the fair value obtained at the date of losing significant influence amounting to $515,262, previously recognized as investment accounted for using equity method, to be reclassified to financial asset at fair value through other comprehensive income, and to recognize the loss measured at fair value amounting to $111,015, recorded under loss on disposal of investment.
The gain or loss on disposal mentioned above, includes the amount related to the associate, was reclassified from other comprehensive income to gain or loss.
- (vii) In 2020 and 2019, the Group was distributed with cash dividends of $38,436 and $78,820, respectively, from the aforementioned investee companies.
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(viii) Pledges
As of December 31, 2020, the Group did not provide investment accounted for using equity method as collateral.
As of December 31, 2019, the Group provided investment accounted for using equity method as collateral. Please refer to note (8).
(f)
Property, plant and equipment
The cost depreciation, and impairment of the property, plant and equipment of the Group for the years ended December 31, 2020 and 2019 were as follows:
| Land Cost or deemed cost: Balance on January 1, 2020 $ 1,717,868 Additions - Disposals - Reclassifications - Effect of movements in exchange rates - Balance on December 31, 2020 $ 1,717,868 Balance on January 1, 2019 $ 1,717,114 Additions 754 Disposals - Reclassifications - Effect of movements in exchange rates - Balance on December 31, 2019 $ 1,717,868 Depreciation and impairments loss: Balance on January 1, 2020 $ - Depreciation - Disposals - Effect of movements in exchange rates - Balance on December 31, 2020 $ - Balance on January 1, 2019 $ - Depreciation - Disposals - Reclassifications - Effect of movements in exchange rates - Balance on December 31, 2019 $ - Carrying amounts: Balance on December 31, 2020 $ 1,717,868 Balance on December 31, 2019 $ 1,717,868 Balance on January 1, 2019 $ 1,717,114 |
Land $ 1,717,868 - - - - |
Buildings and construction 146,964 1,022 (865) 192 (2,156) |
Transportatio n Equipment 18,762,193 52,427 (23,219) 4,322 (1,127,353) |
Other equipment |
Under construction |
Total 21,266,478 113,809 (69,800) 4,322 (1,131,278) |
|||
|---|---|---|---|---|---|---|---|---|---|
611,233 60,360 (45,716) (192) - |
28,220 - - - (1,769) |
||||||||
| $ 1,717,868 |
145,157 |
17,668,370 |
625,685 | 26,451 |
20,183,531 |
||||
$ 1,717,114 754 - - - |
135,685 9,118 (2,430) 5,434 (843) |
19,027,923 154,658 (19,150) 39,487 (440,725) |
558,645 21,884 (11,673) 42,377 - |
11,795 56,713 - (39,487) (801) |
21,451,162 243,127 (33,253) 47,811 (442,369) |
||||
| $ 1,717,868 |
146,964 |
18,762,193 |
611,233 | 28,220 |
21,266,478 |
||||
83,760 9,242 (671) (452) |
7,303,655 831,000 (15,254) (460,858) |
329,652 39,313 (37,200) - |
- - - - |
7,717,067 879,555 (53,125) (461,310) |
|||||
| $ - |
91,879 |
7,658,543 |
331,765 | - | 8,082,187 |
||||
$ - - - - - |
85,051 7,001 (2,397) (5,727) (168) |
6,629,165 861,613 (16,477) - (170,646) |
297,200 37,219 (10,494) 5,727 - |
- - - - - |
7,011,416 905,833 (29,368) - (170,814) |
||||
| $ - |
83,760 |
7,303,655 |
329,652 | - | 7,717,067 |
||||
$ 1,717,868 |
53,278 |
10,009,827 |
293,920 |
26,451 | 12,101,344 |
||||
$ 1,717,868 |
63,204 |
11,458,538 |
281,581 |
28,220 |
13,549,411 |
||||
$ 1,717,114 |
50,634 |
12,398,758 |
261,445 |
11,795 |
14,439,746 |
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-
(i) The pledge information is summarized in note (8).
-
(ii) The Group disposed of the property, plant and equipment during the years ended December 31, 2020 and 2019 for $13,507 and $7,284, respectively. The cost of aforementioned property, plant and equipment amounted to $16,675 and $3,885, respectively, and the related gain or loss of disposal was a loss of $3,168 and a gain of $3,399, respectively. The registration procedures of the assets transfer have been completed and related receivable have been collected.
-
(iii) The Group evaluated its transportation equipment for impairment, exercised impairment testing and recognized no impairment loss according to IFRS 36 “Impairments Non-Financial Asset”. The accumulated impairment loss was USD$31,555 thousand ($886,696 and $946,019 in thousand New Taiwan dollars) as of December 31, 2020 and 2019, respectively.
-
(iv) The Group recorded the carrying amount of significant repair under property, plant and equipment in 2020 and 2019 for $61,882 and $100,689, respectively.
-
(v) Operating lease
The transportation equipment, bulk carriers that owned by the Group are leased to third parties under operating leases. The leases of bulk carriers contain an initial non-cancellable lease term of 1 to 3 years. For all bulk carriers leases, the rental income is fixed under the contract. For more information of operating leases, please refer to note (6)(l).
(g) Right-of-use assets
The Group leases many assets including land and buildings. Information about leases for which the Group as a lessee is presented below:
| Cost: Balance on January 1, 2020 Additions Disposal Balance on December 31, 2020 Balance on January 1, 2019 (Same balance on December 31, 2019) Accumulated depreciation and impairment losses: Balance on January 1, 2020 Depreciation Disposal Balance on December 31, 2020 Balance on January 1, 2019 Depreciation Balance on December 31, 2019 |
Land $ 194,468 14,755 (41,382) |
Buildings and construction 78,813 - - |
Total 273,281 14,755 (41,382) 246,654 273,281 54,498 48,438 (18,341) 84,595 - 54,498 54,498 |
|---|---|---|---|
$ 167,841 |
78,813 |
||
$ 194,468 |
78,813 |
||
$ 39,345 33,285 (18,341) |
15,153 15,153 - |
||
$ 54,289 |
30,306 |
||
$ - 39,345 |
- 15,153 |
||
$ 39,345 |
15,153 |
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| Carrying Amount: Balance on December 31, 2020 Balance on December 31, 2019 |
Land $ 113,552 $ 155,123 |
Buildings and construction 48,507 |
Total 162,059 |
|---|---|---|---|
63,660 |
218,783 |
(h) Investments property
Investment property comprises office buildings that are leased to third parties under operating leases that are owned by the Group. The leases of investment properties contain an initial non-cancellable lease term of 1 to 5 years. For all investment property leases, the rental income is fixed under the contracts.
| Cost or deemed cost: Balance on January 1, 2020 Effect of movements in exchange rates Balance on December 31, 2020 Balance on January 1, 2019 Effect of movements in exchange rates Balance on December 31, 2019 Depreciation and impairment losses: Balance on January 1, 2020 Depreciation Effect of movements in exchange rates Balance on December 31, 2020 Balance on January 1, 2019 Depreciation Effect of movements for exchange rates Balance on December 31, 2019 Carrying amount: Balance on December 31, 2020 Balance on December 31, 2019 Balance on January 1, 2019 Fair Value: Balance on December 31, 2020 Balance on December 31, 2019 |
Owned Property Land Building $ 19,094 25,152 - (1,341) $ 19,094 23,811 $ 19,094 25,676 - (524) $ 19,094 25,152 $ - 8,251 - 488 - (369) $ - 8,370 $ - 7,881 - 508 - (138) $ - 8,251 $ 19,094 15,441 $ 19,094 16,901 $ 19,094 17,795 |
Owned Property Land Building $ 19,094 25,152 - (1,341) $ 19,094 23,811 $ 19,094 25,676 - (524) $ 19,094 25,152 $ - 8,251 - 488 - (369) $ - 8,370 $ - 7,881 - 508 - (138) $ - 8,251 $ 19,094 15,441 $ 19,094 16,901 $ 19,094 17,795 |
Total 44,246 (1,341) 42,905 44,770 (524) 44,246 8,251 488 (369) 8,370 7,881 508 (138) 8,251 34,535 35,995 36,889 $ 91,216 $ 112,118 |
|---|---|---|---|
| Land $ 19,094 - |
|||
| $ 19,094 |
23,811 |
||
$ 19,094 - |
25,676 (524) |
||
| $ 19,094 |
25,152 |
||
$ - - - |
8,251 488 (369) |
||
| $ - |
8,370 |
||
| $ - - - |
7,881 508 (138) |
||
| $ - |
8,251 |
||
| $ 19,094 |
15,441 |
||
$ 19,094 |
16,901 |
||
$ 19,094 |
17,795 |
||
The fair value of investment properties was based on a valuation by a qualified independent appraiser who has recent valuation experience in the location and category of the investment property being valued.
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Investment property comprises a number of commercial properties that are leased to third parties. Each of the leases contains an initial non-cancellable period. Subsequent renewals are negotiated with the lessee, and no contingent rents are charged. For more information (including rent revenue and operating expenses occured directly), please refer to note (6)(l).
As of December 31, 2020 and 2019, the investment property of the Group was not pledged as collateral or restricted.
(i) Other financial assets
| Restricted deposits Time deposits (over three months) Other receivables Refundable deposits Pledged assets-time deposits Other current financial assets Other non-current financial assets |
December 31, 2020 $ 67,657 25,402 22,272 8,224 228,355 |
December 31, 2019 - 58,234 17,860 5,696 244,029 325,819 304,029 21,790 325,819 |
|---|---|---|
$ 351,910 |
||
$ 333,286 18,624 |
||
$ 351,910 |
The restricted time deposits are applicable to “The Management, Utilization, and Taxation of Repatriated Offshore Funds Act” for the Group in 2020. The restricted time deposits accounts are used for the purpose of offshore funds only.
As of December 31, 2020 and 2019, the Group provided other financial assets as collateral. Please refer to note (8).
(j) Loans
The Group’s details of loans were as follows:
- (i) Short-term borrowings and commercial paper payable, net
| Bank loans Commercial paper payable Less: discount on commercial paper payable Unused credit lines Range of interest rate |
December 31, 2020 $ 120,000 75,000 (60) |
December 31, 2019 |
|---|---|---|
1,050,000 480,000 (117) 1,529,883 2,390,000 0.900%~1.198% |
||
$ 194,940 |
||
$ 3,815,000 |
||
0.88%~1.208% |
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(ii) Long-term loans
| Bank Currency Due **Year ** |
December 31, 2020 $ 126,450 516,659 189,675 558,783 454,608 666,883 667,375 |
December 31, 2019 269,820 650,163 337,275 694,359 535,590 782,148 777,381 4,046,736 (653,519) 3,393,217 2.65%~4.31% |
|---|---|---|
| Mega International Commercial Bank USD 2021 Bank Sinopec 〃2022 Mega International Commercial Bank 〃2022 Bank Sinopec 〃2023 BNP PARIBAS 〃 2026 CTBC Bank 〃 2027 Mega International Commercial Bank 〃 2027 Current portion Total Range of interest rates |
||
3,180,433 (612,538) |
||
$ 2,567,895 |
||
0.955%~3.52% |
(iii) Bonds Payable
The Company issued secured bonds at face value. The interest is calculated and paid annually from the date of issuance. The bonds payables were as follows:
| Guarantee bank 2016 The first secured bonds payable Bank of Taiwan The second secured bonds payable Mega Bank 2017 The first secured bonds payable Shanghai Commercial Bank 〃〃2020 The first secured bonds payable Shanghai Commercial Bank 〃〃〃Mega Bank 〃〃Current portion |
Guarantee bank |
Interest rate Due |
December 31, 2020 $ 900,000 1,400,000 - 400,000 500,000 500,000 1,000,000 500,000 |
December 31, 2019 900,000 1,400,000 400,000 400,000 - - - - |
|---|---|---|---|---|
| 0.88% March 2021 1.00% March 2021 1.13% April 2020 1.13% April 2022 0.64% August 2025 0.66% August 2025 0.64% August 2025 0.66% August 2025 |
||||
5,200,000 (2,300,000) |
3,100,000 (400,000) |
|||
$ 2,900,000 |
2,700,000 |
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-
(iv) In order to repay its bank loans and bonds payable which were issued previously, as well as to increase its working capital for the requirement of business development, the Company issued secured corporate bonds, which were approved at the Board of Directors' meeting on May 13, 2020. The first secured corporate bonds were released with a period of five years, which amounted to $1,000, at par value, with a total amount of $2,500,000. The bonds were issued at full.
-
(v) Refer to note 6(t) for the information of exposure to liquidity risk. The Group provided assets as collaterals for credit line of short-term and long-term borrowing, please refer to note (8).
(k) Lease liabilities
| Lease liabilities | ||
|---|---|---|
| Current Non-current |
December 31, 2020 $ 44,533 |
December 31, 2019 52,509 169,693 |
$ 122,486 |
For the maturity analysis, please refer to note 6(t) financial instruments.
The amounts recognized in profit or loss were as follows:
| Interest on lease liabilities | 2020 $ 1,907 |
2019 2,580 |
|---|---|---|
The amounts recognized in the consolidated statements of cash flows for the Group were as follows:
| as follows: | ||
|---|---|---|
| Total cash outflow for leases Land and building leases |
2020 $ 48,488 |
2019 53,659 |
As of December 31, 2020, the Group leases land and building for its parking space and warehouses. The leases of land typically run for period of 2 to 8 years, and of warehouses for 4 to 6 years.
(l) Operating lease
The Group leases out its investment property and some machines. The Group has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to note 6(h) sets out information about the operating leases of investment property.
The Group leases the bulk carriers in fixed amount. In the end of the lease term, lessee does not have the bargain purchase option. Therefore, the leases of bulk carriers are classified as operating lease. Please refer to note 6(f).
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A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date is as follows:
| received after the reporting date is as follows: | ||
|---|---|---|
| Less than one year Between one and five years Total undiscounted lease payments |
December 31, 2020 $ 1,021,720 15,336 |
December 31, 2019 251,707 1,794 |
$ 1,037,056 |
253,501 |
The rental income earned by lease investment property amount to $3,932 and $3,978 in 2020 and 2019, respectively.
(m) Employee benefits
- (i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value are as follows:
| are as follows: | ||
|---|---|---|
| Present value of defined benefit obligations Fair value of plan assets Recognized liabilities for defined benefit obligations |
December 31, 2020 $ 153,750 (122,048) |
December 31, 2019 177,689 (136,910) 40,779 |
$ 31,702 |
The Group makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average salary for the six months prior to retirement.
1) Composition of plan assets
The Group allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings in the annual distributions on the final consolidated financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with interest rates offered by local banks.
The Group's Bank of Taiwan labor pension reserve account balance amounted to $122,048 at the end of the reporting period. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
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- 2) Movements in present value of the defined benefit obligations
The movements in present value of defined benefit obligations for the Group were as follows:
| Defined benefit obligation on January 1 Benefits paid by the plan Benefits paid by the Group Current service costs and interest Remeasurement of the net defined benefit liability Defined benefit obligation on December 31 |
2020 $ 177,689 (23,870) (2,016) 3,647 (1,700) |
2019 180,682 (6,404) (10,285) 4,584 9,112 177,689 |
|---|---|---|
$ 153,750 |
- 3) Movements of the fair value of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Group were as follows:
| Fair value of plan assets on January 1 Contributions paid by the employer Benefits paid by the plan Expected return on plan assets Remeasurement of the net benefit plan liability (asset) Fair value of plan assets on December 31 |
2020 $ 136,910 3,507 (23,870) 951 4,550 |
2019 125,084 12,259 (6,404) 1,136 4,835 136,910 |
|---|---|---|
$ 122,048 |
- 4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Group were as follows:
| Service cost Interest cost Expected return on plan assets Operating cost Operating expense |
2020 $ 2,421 1,226 (951) |
2019 2,930 1,654 (1,136) 3,448 1,989 1,459 3,448 |
|---|---|---|
$ 2,696 |
||
$ 2,025 671 |
||
| $ 2,696 |
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5) Actuarial assumptions
The following is the Group’s principal actuarial assumptions of defined benefit obligations on the reporting date:
| Discount rate Future salary increasing rate |
December 31, 2020 0.500%~1.000% 1.000%~3.500% |
December 31, 2019 0.750% 1.000%~3.500% |
|---|---|---|
In accordance with Paragraph 2 of Article 56 of the Labor Standards Act, before the end of each year, employers shall assess the balance in the designated labor pension reserve funds account. If the amount is inadequate to pay pensions for workers retiring in the same year according to Article 53 or subparagraph 1 of Paragraph 1 of Article 54, the employer is required to make up the difference. The difference as of December 31, 2019 and 2018 were $0 and $4,444, respectively, and already allocated to the designated labor pansion reserve funds account of Taiwan Bank during year 2020 and 2019.
The expected allocation payment made by the Group to the defined benefit plans for the one year period after the reporting date was $3,507.
The weighted-average duration of the defined benefit obligation between 8.84~10.32 years.
6) Sensitivity analysis
The impact of the present value of the defined benefit obligations affected by the actuarial assumptions for the years ended December 31, 2020 and 2019 were as follows:
| follows: | |
|---|---|
| December 31, 2020 Discount rate Future salary increasing rate December 31, 2019 Discount rate Future salary increasing rate |
Influences of defined benefit obligation Increased 0.25% Decreased 0.25% (2,503) 2,566 2,511 (2,398) (2,856) 2,926 2,878 (2,750) |
| Increased 0.25% | |
| (2,503) 2,511 (2,856) 2,878 |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.
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(ii) Defined contribution plans
The Goup allocates 6% of each employee’s monthly wages to the labor pension personal account at Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Group allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligations.
The Group recognized pension costs under the defined contribution method amounting to $10,856 and $10,148 for the years ended December 31, 2020 and 2019, respectively. Payment was made to the Bureau of Labor Insurance.
The pension expenses recognized by other subsidiaries included in consolidated financial statements for the years ended December 31, 2020 and 2019 were $1,303 and $1,286, respectively.
(n) Income taxes
- (i) Tax expenses
The components of income tax for the years ended December 31, 2020 and 2019 were as follows:
| 2020 Current tax expense $ 23,412 Deferred tax expense Recognition and reversal of temporary differences (392) Tax expense $ 23,020 The amount of income tax recognized in other comprehensive income ended December 31, 2020 and 2019 was as follows: 2020 Items that may not be reclassified subsequently to profit or loss Remeasurement in defined benefit plans $ 1,250 Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign financial statements $ (366) |
2020 $ 23,412 |
2019 43,096 11,320 54,416 for the years 2019 (855) (179) |
|---|---|---|
(392) |
||
$ 23,020 |
||
$ (366) |
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The reconciliation of income tax and profit before tax for 2020 and 2019 was as follows:
| Profit before income tax Income tax using the Company’s domestic tax rate Effect of tax rates in foreign jurisdiction Dividend revenue-overseas Tax exemption for investment income under the equity method Surtax unappropriated earnings Tax-free income Realized investment loss Unrecognized temporary differences and other |
2020 $ 352,059 |
2019 378,258 75,652 (57,481) 26,612 (13,029) 11,507 (24) - 11,179 54,416 |
|---|---|---|
70,412 (20,196) 92,114 (13,763) - (44,297) (60,000) (1,250) |
||
$ 23,020 |
-
(ii) Deferred tax assets and liabilities
-
1) Unrecognized deferred tax liabilities
The Group is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as at December 31, 2020 and 2019. Also, management considered it probable that the temporary differences will not be reversed in the foreseeable future. Hence, such temporary differences were not recognized under deferred tax liabilities. Details were as follows:
| follows: | ||
|---|---|---|
| Aggregate amount of temporary differences related to investments in subsidiaries Unrecognized deferred tax liabilities |
December 31, 2020 $ 8,159,395 |
December 31, 2019 9,045,845 1,809,169 |
$ 1,631,879 |
- 2) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:
| Deferred tax liabilities: Balance on January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2020 |
Defined benefit Plans $ 1,306 (1,306) - |
Overseas investment income recognized under the equity method |
Land revaluatio n increment |
Others 7,745 295 (366) |
Total 607,906 (1,011) (366) |
|---|---|---|---|---|---|
160,487 - - |
438,368 - - |
||||
| $ - |
160,487 | 438,368 |
7,674 |
606,529 |
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| Balance on January 1, 2019 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2019 Deferred tax assets: Balance on January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2020 Balance on January 1, 2019 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2019 |
$ - 1,306 - |
149,899 10,588 - |
438,368 - - |
438,368 - - |
7,482 442 (179) |
7,482 442 (179) |
595,749 12,336 (179) |
|---|---|---|---|---|---|---|---|
| $ 1,306 |
160,487 |
438,368 |
7,745 |
607,906 |
|||
Defined benefit Plans |
Overseas investment income recognized under the equity method |
Land revaluatio n increment |
Others |
Total 17,854 (619) (1,250) |
|||
| $ 10,851 (1,675) (1,250) |
- - - |
- - - |
7,003 1,056 - |
||||
$ 7,926 |
- |
- | 8,059 | 15,985 |
|||
10,452 (456) 855 |
- - - |
- - - |
5,531 1,472 - |
15,983 1,016 855 |
|||
| $ 10,851 |
- |
- | 7,003 | 17,854 |
- (iii) Assessment of tax
The tax returns of the Company and the domestic entities for the years through 2018 were assessed by the tax administration.
-
(o) Capital and other equities
-
(i) Ordinary shares
As of December 31, 2020 and 2019, the authorized common stocks amounted to $3,600,000 with a par value of 10 New Taiwan dollars per share, in total of 360,000 thousand shares. All the ordinary shares were common stocks, and of which 197,485 thousand shares had been issued. All issued shares were paid upon issuance.
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(ii) Capital surplus
In accordance with the ROC Company Act, realized capital surplus are distributed according to shareholding rates and can only be distributed as stock dividends or cash dividends after offsetting losses. The aforementioned capital surplus include share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital surplus to be reclassified under share capital shall not exceed 10 percent of the actual share capital amount.
The balances of capital surplus were as follows:
| The balances of capital surplus were as follows: | ||
|---|---|---|
| Gain or loss on disposal of subsidiary Changes in equity of associates for using equity method |
December 31, 2020 $ 42,503 10,908 |
December 31, 2019 42,503 10,908 53,411 |
$ 53,411 |
(iii) Retained Earning
In accordance with the Company’s articles of incorporation, net earnings should first be used to offset the prior years’ deficits, if any, before paying any in income taxes, of the remaining balance, 10% is to be appropriated as legal reserve, and when there is a reduction in stockholders’ equity at the end of the year, the Company should appropriate the same amount as special reserve from retained earnings. The remainder and the accumulated unappropriated earnings of prior years are distributable as dividends to stockholders. The distribution rate is based on the proposal of the Company’s board of directors and should be approved in the stockholders’ meeting.
Dividends are paid in cash or stock from retained earnings, and the amount of cash dividends should not be less than 10% of total dividends.
1) Legal reserve
When the Company has no accumulated deficits on the books, the legal reserve can be converted to share capital or distributed as cash dividends, and only the portion of legal reserve that exceeds 25% of issued share capital may be distributed.
2) Special reserve
By choosing to apply the exemptions granted under IFRS 1 "First-time Adoption of International Financial Reporting Standards" during the Company’s first-time adoption of the International Financial Reporting Standards approved by the Financial Supervisory Commission (IFRSs), unrealized revaluation gains recognized under shareholders’ equity. The increase in retained earnings occurring before the adoption date, due to the first-time adoption of IFRSs in accordance with Rule No. 1010012865 issued by the Financial Supervisory Commission on 6 April 2012, shall be reclassified as a special reserve during earnings distribution. The carrying amount of special reserve amounted to $359,487 on December 31, 2020 and 2019.
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In accordance with the guidelines of the above Rule, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of other shareholders’ equity resulting from the first-time adoption of IFRSs and the carrying amount of special reserve as stated above. Similarly, a portion of undistributed prior period shall be reclassified as a special reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.
- 3) Earnings distribution
Based on the resolutions of the annual stockholders’ meeting held on May 13, 2020 and June 18, 2019, the earning distributions to ordinary shareholders for the fiscal years 2019 and 2018 were as follows:
| Dividends distributed to ordinary shareholders Cash |
2019 $ 157,988 |
2018 |
|---|---|---|
| 315,975 |
- (iv) Other Equity (After tax)
| January 1, 2020 The Company and its subsidiaries Associates December 31, 2020 January 1, 2019 The Company and its subsidiaries Associates December 31, 2019 |
Exchange differences on translation of foreign financial Statements $ (541,143) (614,306) 729 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 5,453 248,330 16,945 |
Total (535,690) (365,976) 17,674 |
|---|---|---|---|
| $ (1,154,720) |
270,728 |
(883,992) |
|
$ (263,496) (243,194) (34,453) |
(15,387) 22,158 (1,318) |
(278,883) (221,036) (35,771) |
|
$ (541,143) |
5,453 |
(535,690) |
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(p) Earnings per share
(i) Basic earnings per share
The calculation of basic earnings per share at December 31, 2020 and 2019 were based on the profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding, calculated as follows:
- 1) Profit attributable to ordinary shareholders of the Company
| 2020 Profit attributable to ordinary shareholders of the Company $ 329,039 2) Weighted-average number of ordinary shares (thousands) 2020 Weighted-average number of ordinary shares (basic) 197,485 3) Basic earnings per share (NTD) 2020 Basic earnings per share $ 1.67 |
2020 $ 329,039 |
2019 323,842 2019 197,485 2019 1.64 |
|---|---|---|
2020 $ 1.67 |
(ii) Diluted earnings per share
The calculation of diluted earnings per share at December 31, 2020 and 2019 were based on profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:
- 1) Profit attributable to ordinary shareholders of the Company (diluted)
| 2020 Profit attributable to ordinary shareholder of the Company $ 329,039 2) Weighted-average number of ordinary shares (diluted) (thousands) 2020 Number of ordinary shares (basic), Jan 1 197,485 Effect on the employee stock bonuses 138 Weighted-average number of ordinary shares (diluted), September 30 197,623 3) Diluted earnings per share (NTD) 2020 Diluted earnings per share $ 1.66 |
2020 $ 329,039 |
2019 323,842 2019 197,485 168 197,653 2019 1.64 |
|---|---|---|
| 197,623 | ||
2020 $ 1.66 |
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(q) Revenue from contracts with customers
(i) Disaggregation of revenue
2020
Inland trucking and terminal & logistics Shipping department department Others Total
Primary geographical markets Asia $ 1,490,667 - 37,738 1,528,405 America - 37,751 5,600 43,351 Europe - 1,080,266 - 1,080,266 Oceania - 479,093 - 479,093 $ 1,490,667 1,597,110 43,338 3,131,115 2019
| 2019 | |||||
|---|---|---|---|---|---|
| Primary geographical markets Asia Europe Oceania |
Inland trucking and terminal & logistics department $ 1,829,819 - - |
Shipping department |
Others 34,490 - - |
||
- 1,347,814 550,602 |
|||||
| $ 1,829,819 |
1,898,416 |
34,490 | 3,762,725 |
(ii) Contract balances
| Notes and accounts receivable (including related parties) Less: allowance for impairment Total Contract liabilities |
December 31, 2020 $ 297,675 (174) |
December 31, 2019 290,564 (158) |
January 1, 2019 303,194 (301) 302,893 19,472 |
|---|---|---|---|
$ 297,501 |
290,406 |
||
$ 34,136 |
19,327 |
For details on notes and accounts receivable and allowance for impairment, please refer to note (6)(d).
The amounts of revenue recognized for the years ended December 31, 2020 and 2019 that were included in the contract liability balance at the beginning of the period were $19,327 and $19,472, respectively.
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The major change in the balance of contract assets and contract liabilities is the difference between the time frame in the performance obligation to be satisfied and the payment to be received.
(r) Financial cost-Interest expense
The financial cost interest expenses were as follows:
| The financial cost interest expenses were as follows: | ||
|---|---|---|
| Bank loan Bonds payable Lease liabilities |
2020 $ 88,630 59,708 1,907 |
2019 180,679 53,785 2,580 237,044 |
$ 150,245 |
- (s) Employee compensation and directors’ and supervisors’ remuneration
In accordance with the Company’s articles of incorporation, earnings shall first be used to offset against any deficit, then a range from 0.5% to 2% will be distributed to its employee compensation, and a maximum of 2% will be allocated to its director’s and supervisors’ remuneration.
For the years ended December 31, 2020 and 2019, the Company recognized its employee compensation of $3,394 and $3,653, respectively, and its directors’and supervisors’remuneration of $3,394 and $3,653, respectively. The employee compensation and directors’ and supervisors’remuneration were recorded as operation expenses and were estimated based on the net profit before tax, excluding the employee compensation, and director’s and supervisors’ remuneration of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's articles. If there is difference between the aforementioned distribution approved in the board of directors and the estimation, it will be deal with changes in accounting estimation, and will be recognized in profit or loss next year.
For the years ended December 31, 2019 and 2018, the Company recognized its employee compensation of $3,653 and $5,509, respectively, and its directors’and supervisors’remuneration of $3,653 and $5,509, respectively. There was no difference between the aforementioned distribution approved in the board of directors and the estimation in the 2019 and 2018 consolidated financial statements. Relative information is available on the MOPS.
(t) Financial instruments
(i) Credit risk
1) Exposure to credit risk
The carrying amount of financial assets represents the maximum amount exposed to credit risk. As of December 31, 2020 and 2019, the maximum amount exposed to credit risk amounted to $6,423,466 and $4,353,009, respectively.
The aggregation of sales to the Group’s major customers exceeding 10% of the Group’s total sales accounted for 38% and 47% of the total net sales for the years ended December 31, 2020 and 2019, respectively. In order to reduce credit risk, the Group assesses the financial status of the customers and the possibility of collection of receivables in order to estimate an adequate allowance for doubtful accounts on a regular basis. The customers have had a good credit and profit record. The Group has never suffered any significant credit loss.
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2) Credit risk of Receivables
For credit risk exposure of notes and accounts receivable, please refer to note (6)(d).
Other financial assets at amortized cost includes other receivables, guarantee deposits, pledged assets-time deposits, time deposits (over three months) and restricted deposit.
All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses, with the measurement proving to have no impairment loss.
(ii) Liquidity Risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
| December 31, 2020 Non-derivative financial liabilities: Short-term borrowings Secured bank loans Notes and accounts payable Lease liabilities Bonds payable Accrued expenses and other payables (recorded as other payables) December 31, 2019 Non-derivative financial liabilities: Short-term borrowings Secured bank loans Notes and accounts payable Lease liabilities Bonds payable Accrued expenses and other payables (recorded as other payables) |
Carrying Amount |
Contractual cash flows |
Within **1year ** |
1 ~ 2years | Over 2 years - (1,813,841) - (80,632) (2,500,000) - (4,394,473) - (2,739,698) - (84,717) (400,000) - (3,224,415) |
|||
|---|---|---|---|---|---|---|---|---|
| $ 194,940 3,180,433 166,033 167,019 5,200,000 138,795 |
(195,000) (3,180,433) (166,033) (170,511) (5,200,000) (138,795) |
(195,000) (612,538) (166,033) (46,006) (2,300,000) (138,795) |
- (754,054) - (43,873) (400,000) - |
|||||
$ 9,047,220 |
(9,050,772) |
(3,458,372) |
(1,197,927) |
|||||
$ 1,529,883 4,046,736 239,126 222,202 3,100,000 180,638 |
(1,530,000) (4,046,736) (239,126) (227,582) (3,100,000) (180,638) |
(1,530,000) (653,519) (239,126) (54,527) (400,000) (180,638) |
- (653,519) - (88,338) (2,300,000) - |
|||||
$ 9,318,585 |
(9,324,082) |
(3,057,810) |
(3,041,857) |
The Group is not expecting that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amount.
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(iii) Exchange rate risk
The Group do not have significant exposure to foreign currency risk.
(iv) Interest Rate analysis
The following sensitivity analysis is based on the risk exposure to interest rate on the derivative and non-derivative financial instruments on the reporting date. Regarding the liabilities with variable interest rates, the analysis is on the basis of the assumption that the amount of assets and liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents management of the Group’s assessment on the reasonably possible interval of interest rate change.
If the interest rate had increased or decreased by 0.25%, the net profit before tax would have decrease or increased for the years ended December 31, 2020 and 2019 as follows:
| Increased 0.25% Decreased 0.25% |
2020 $ (6,284) 6,284 |
2019 (12,782) 12,782 |
|---|---|---|
-
(v) Fair value information
-
1) The kinds of financial instruments and fair value
The Group’s financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income are based on repeatability measured by fair value. The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy. It shall not include fair value information of the financial assets and liabilities not measured at fair value if the carrying amount is a reasonable approximation of the fair value and lease liability.
| Financial assets at fair value through profit or loss Non-derivative current financial assets mandatorily at fair value through profit or loss Non-derivative non-current financial assets mandatorily at fair value through profit or loss Domestic listed stocks under private placement |
December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | Total 634,690 89,816 119,098 |
||||
|---|---|---|---|---|---|---|---|---|---|---|
| Book value |
Fair Value | |||||||||
| Level 1 | Level 2 | Level 3 | ||||||||
$ |
634,690 89,817 119,098 843,605 |
634,690 64,855 - |
- - 119,098 |
- 24,961 - |
||||||
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| Financial assets at fair | ||||||||
|---|---|---|---|---|---|---|---|---|
| value through other | ||||||||
| comprehensive income | ||||||||
| Domestic listed stocks | 1,188,476 | 1,188,476 | - | - | 1,188,476 | |||
| Financial assets measured | ||||||||
| at amortized cost | ||||||||
| Cash and cash | ||||||||
| equivalents | 3,741,974 | - | - | - | - | |||
| Restricted deposit | 67,657 | - | - | - | - | |||
| Time deposits (over three | ||||||||
| months) | 25,402 | - | - | - | - | |||
| Notes and accounts | ||||||||
| receivable (including | ||||||||
| related parties) | 297,501 | - | - | - | - | |||
| Other receivables | 22,272 | - | - | - | - | |||
| Guarantee deposits | 6,874 | - | - | - | - | |||
| Pledged assets-time | ||||||||
| deposits | 229,705 | - | - | - | - | |||
| 4,391,385 | ||||||||
| Total | $ | 6,423,466 | ||||||
| Financial liabilities measured | ||||||||
| at amortized cost | ||||||||
| Short-term borrowings | $ | 194,940 | - | - | - | - | ||
| Long-term borrowings | 3,180,433 | - | - | - | - | |||
| Notes and accounts | ||||||||
| payable | 166,033 | - | - | - | - | |||
| Lease liabilities | 167,019 | - | - | - | - | |||
| Bonds payable | 5,200,000 | - | 5,200,000 | - | 5,200,000 | |||
| Accrued expenses and | ||||||||
| other payables | ||||||||
| (recorded as other | ||||||||
| payables) | 138,795 | - | - | - | - | |||
| Total | $ | 9,047,220 | ||||||
| **December ** | 31, 2019 | |||||||
| Fair Value | ||||||||
| Book | ||||||||
| value | Level | 1 | Level 2 | Level 3 | **Total ** | |||
| Financial assets at fair value | ||||||||
| through profit or loss | ||||||||
| Non-derivative current | ||||||||
| financial assets | ||||||||
| mandatorily at fair value | ||||||||
| through profit or loss | $ | 14,050 |
14,050 | - | - | 14,050 | ||
| Non-derivative non-current | ||||||||
| financial assets | ||||||||
| mandatorily at fair value | ||||||||
| through profit or loss | 88,508 | 62,963 | - | 25,545 | 88,508 | |||
| Domestic listed stocks under | ||||||||
| private placement | 31,046 | - | 31,046 | - | 31,046 | |||
| 133,604 |
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| Financial assets at fair value through other comprehensive income Domestic listed common stock Financial assets measured at amortized cost Cash and cash equivalents Time deposits (over three months) Notes and accounts receivable (including related parties) Other receivables Guarantee deposits Pledged assets-time deposits Total Financial liabilities at amortized cost Short-term borrowings Long-term borrowings Notes and accounts payable Lease liabilities Bonds payable Accrued expenses and other payables (recorded as other payables) Total |
315,134 315,134 - - 315,134 3,288,046 - - - - 58,234 - - - - 290,406 - - - - 17,860 - - - - 5,696 - - - - 244,029 - - - - 3,904,271 $ 4,353,009 $ 1,529,883 - - - - 4,046,736 - - - - 239,126 - - - - 222,202 - - - - 3,100,000 - 3,100,000 - 3,100,000 180,638 - - - - $ 9,318,585 |
|---|---|
- 2) Valuation techniques for financial instruments measured at fair value
A. Non-derivative financial instruments
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm's-length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.
Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide. Determining whether a market is active involves judgment.
Measurements of fair value of financial instruments without an active market are based on valuation technique or quoted price from a competitor. Fair value, measured by using valuation technique that can be extrapolated from either similar financial instruments or discounted cash flow method or other valuation techniques, including models, is calculated based on available market data at the reporting date.
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B. Derivative financial instruments
Measurement of the fair value of derivative instruments is based on the valuation techniques generally accepted by market participants such as the discounted cash flow or option pricing models.
- 3) Transfers between Level 1 and Level 2
There was no transfer from Level 1 to Level 2 of fair value of the asset during the years ended December 31, 2020 and 2019.
- 4) Statement of changes in level 3
| Balance on January 1, 2020 Proceeds of capital reduction of investment Gains or losses: Recognized in profit or loss Balance on December 31, 2020 Balance on January 1 2019 Gains or losses: Recognized in profit or loss Balance on December 31, 2019 |
Measured of fair value through profit or loss Non-derivative mandatorily measured at fair value through profit or loss $ 25,545 (5,500) 4,916 $ 24,961 $ 25,788 (243) $ 25,545 |
|---|---|
The total gain or loss above are reported under valuation gains (losses) of financial assets at fair value through profit or loss.
(u) Financial risk management
- (i) Briefings
The Group is exposed to the following risks arising from financial instruments :
-
1) Credit risk
-
2) Liquidity risk
-
3) Market risk
In this note expressed the information on risk exposure and objectives, policies and process of risk measurement and management. For detailed information, please refer to the related notes of each risk.
- (ii) Structure of risk management
The Group’s finance department provides business services for the overall internal department. It sets the objectives, policies and processes for managing the risk and the methods used to measure the risk arising from both the domestic and international
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financial market operations.
The Group minimizes the risk exposure through financial instruments. The Board of Directors regulated the use of financial instruments in accordance with the Group’s policy about risks arising from financial instruments, such as interest rate risk, credit risk, the use of non-derivative financial instruments, and the investments of excess liquidity. The internal auditors of the Group continue with the review of the amount of the risk exposure in accordance with the Group’s policy and the risk management policies and procedures. The Group has no transactions in financial instruments (including derivative financial instruments) for the purpose of speculation.
(iii) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers and investment securities.
1) Accounts receivable and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk.
The Group has established a credit policy. Credit limits are established for each customer. Customers that fail to meet the Group’s benchmark creditworthiness may transact with the Group only on a prepayment basis.
2) Investment
The credit risk exposure in the bank deposits, fixed income investments and other financial instruments are measured and monitored by the Group’s management. Since the Group’s transaction counterparties and contractually obligated counterparties are banks, financial institutes and corporate organizations with good credits, there are no compliance issues, and therefore no significant credit risk.
3) Guarantees
The Group is only permissible to provide financial guarantees to subsidiaries. Please refer to note (13)(a).
(iv) Liquidity risk
The Group manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Group’s management supervises the banking facilities and ensures in compliance with the terms of the loan agreements.
The loans from the bank and the bonds payable are important sources of liquidity for the Group. Please refer to note (6)(j) for unused short-term bank facilities as of December 31, 2020 and 2019.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its
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holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
- 1) Currency risk
The Group is exposed to currency risk on revenue and borrowings that are denominated in a currency other than the respective functional currencies of the Group’s entities, primarily the New Taiwan Dollars (TWD). The Group uses natural hedging strategy in exposing the current and future currency risk that arises from cash flows of foreign currency asset and liability. Foreign currency gains (losses) from assets and liabilities are subsequently offset by foreign currency losses (gains) to hedge the foreign currency risk.
- 2) Interest rate risk
The Group borrows funds on interest rate, which has risk exposure to cash flow. The bonds payable are fixed-interest-rate debts. Changes in market interest rates lower the effect on future cash flow.
- 3) Other market price risk
The Group is exposed to equity price risk due to the investments in non-listing equity securities, corporate banks, listing equity securities that measure the fair value of the publicly quoted price, and quoted open-ended fund at fair value.
(v) Capital management
The Group maintains the capital based on the current operating characteristics of the industry, future development, and changes in external environment, to assure there is financial resource and operating plan to support working capital, capital expenditures, and debt redemption and dividend payment and so on. The management decides the optimized capital by using appropriate debt-to-asset ratio. To maintain a strong capital base, the Group enhances the return on equity by optimizing debt-to-assets ratio. As of December 31, 2020 and 2019, the Group’s debt-to-assets ratio at the end of the reporting date was as follows:
| Total liabilities Total assets Debt-to-equity ratio |
December 31, 2020 $ 9,733,903 19,483,837 50 % |
December 31, 2019 10,022,256 19,956,619 50 % |
|---|---|---|
There were no changes in the Group’s approach to capital management during the years.
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(w) Investing and financing activities not affecting current cash flow
The Group’s investing activities which did not affect the current cash flow in the years ended December 31, 2020 and 2019.
Reconciliation of liabilities arising from financing activities was as follows:
| Short-term borrowings Long-term borrowings Bonds payable Lease liabilities Guarantee deposits (recorded as other non-current liabilities-others) Total liabilities from financial activities Short-term borrowings Long-term borrowings Bonds payable Lease liabilities Guarantee deposits (recorded as other non-current liabilities-others) Total liabilities from financial activities |
January 1, 2020 $ 1,529,883 4,046,736 3,100,000 222,202 961 |
Cash flows (1,334,943) (643,754) 2,100,000 (46,581) (293) |
Others - - - (8,602) - |
Non-cash changes Foreign exchange movement |
December 31, 2020 194,940 3,180,433 5,200,000 167,019 668 8,743,060 |
|---|---|---|---|---|---|
| - (222,549) - - - |
|||||
| $ 8,899,782 |
74,429 |
(8,602) |
(222,549) | ||
January 1, 2019 $ 939,753 5,141,068 3,100,000 273,281 608 |
Cash flows 590,130 (1,001,471) - (51,079) 353 |
Non-cash changes Foreign exchange movement |
December 31, 2019 |
||
- (92,861) - - - |
1,529,883 4,046,736 3,100,000 222,202 961 |
||||
| $ 9,454,710 |
(462,067) |
(92,861) |
8,899,782 |
(7) Related-party transactions
- (a) Names and relationship with related parties
The followings are entities that have had transactions with related party during the periods covered in the consolidated financial statements:
Name of related party Relationship with the Group AGCMT GROUP LTD. The parent company Associated International INC. (AII) The entity with significant influence over the Group Associated Development INC. (ADI) A subsidiary of AII CMT Development INC. (CMD) A subsidiary of AII ASSOCIATED INTERNATIONAL Substantial related party (HONG KONG) LIMITED
-
(b) Significant related party transactions
-
(i) Freight revenue
The Group has no significant transaction amount with related parties.
- (ii) Logistic and agent revenue
The amounts of significant sales transactions and accounts receivable between the
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Group and its related parties were as follows:
| The entities with significant influence over the Group |
Revenue | Revenue | Accounts Receivable- related-parties |
Accounts Receivable- related-parties |
|---|---|---|---|---|
| 2020 | 2019 58,593 |
December 31, 2020 |
December 31, 2019 |
|
| $ 62,324 |
11,864 | 16,873 |
The Group’s selling price for related parties is cost, plus, fixed percentage when the related parties receive cash from customers; the related parties pay the Group immediately. Amounts receivable from related parties were uncollateralized, and no expected credit loss were required after the assessment by the management.
- (iii) Operating expense
| Operating expense | |||
|---|---|---|---|
| The entities with significant influence over the Group Others |
**Operating ** | expense 2019 6,840 8,519 15,359 |
|
| 2020 | |||
| $ 6,582 8,225 $ 14,807 |
The Group entered into service agreements with its related parties from March 2019 to February 2024. The prices are similar to those of the market prices, and they are being paid monthly.
- (c) Key management personnel compensation
Key management personnel compensation comprised:
| Key management personnel compensation comprised: | ||
|---|---|---|
| Short-term employee benefits Post-employment benefits |
2020 $ 56,163 1,015 |
2019 55,070 11,257 66,327 |
$ 57,178 |
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(8) Pledged assets
The carrying values of pledged assets were as follows:
| Assets | Subject |
|---|---|
| Investments accounted for using equity method – stock Financial assets at fair value through other comprehensive income – stock Financial assets at fair value through profit or loss – stock Property, plant and equipment – Land Transportation and other equipment (including equipment prepayment) Other current financial assets (pledged assets-time deposit) Other non-current financial assets (refundable deposits and pledged assets-time deposits) |
(9) Commitments and contingencies
(a) The Group had issued guarantee promissory notes amounting to $5,647,160 and 3,130,960 as of December 31, 2020 and 2019, respectively, as guarantee for bonds payable.
- (b) As of December 31, 2020, the Group still had several long-term leases of its ships with customers in effect. The ending periods of the contracts are from March 2021 to April 2022.
(10) Losses Due to Major Disasters: None
(11) Subsequent Events: None
(12) Other
(a) A summary of current-period employee benefits, depreciation and amortization, by function, is as follows:
| By function By item |
2020 | 2020 | 2020 | 2019 | 2019 | 2019 | |
|---|---|---|---|---|---|---|---|
Cost of sales |
Operatin g expenses |
Total | Cost of sales |
Operating expenses |
Total | ||
| Employee benefits Salary Labor and health insurance Pension Others Depreciation (Note) Amortization |
396,255 10,591 5,696 24,415 915,174 - |
214,938 16,663 9,159 8,536 13,167 3,211 |
611,193 27,254 14,855 32,951 928,341 3,211 |
413,510 9,623 5,087 27,125 950,560 - |
212,858 16,572 9,795 9,581 10,139 3,185 |
626,368 26,195 14,882 36,706 960,699 3,185 |
Note: excluding the deduction of rental income of $140 both for the years ended December 31, 2020 and 2019.
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(13) Other disclosures
- (a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Group for the year ended December 31, 2020:
(i) Loans to other parties:
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No | Name of lender |
Name of borrower |
Account name |
Relate d party |
Highest balance of financing to other parties during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower (note 1) |
Transaction amount for business between two parties |
Reasons for short-ter m financing |
Allowanc e for bad debt |
Collateral | Individual funding loan limits (note 2) |
Maximum limit of fund financing (note 3) |
Note | |
| Item | Value | ||||||||||||||||
| 1 1 1 1 1 1 1 1 2 2 2 2 |
CMT HK CMT HK CMT HK CMT HK CMT HK CMT HK CMT HK CMT HK ATI ATI ATI ATI |
CPN CHN CPD CPC CHM CPG CTD CTU HIL CST APT PTL |
Other receivabl e due from related parties 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Y Y Y Y Y Y Y Y Y Y Y Y |
96,102 140,500 42,394 295,050 313,596 365,300 703,905 661,755 10,000 50,000 54,000 22,000 |
96,102 140,500 - 252,900 313,596 365,300 703,905 661,755 - - 38,000 14,000 |
96,102 140,500 - 252,900 313,596 365,300 703,905 661,755 - - 38,000 14,000 |
- - - - - - - - 1.20% 1.20% 1.20% 1.20% |
2 2 2 2 2 2 2 2 1 2 1 1 |
- - - - - - - - 113,344 - 118,050 55,279 |
Operating 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
- - - - - - - - - - - - |
- - - - - - - - - - - - |
8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 113,344 246,855 118,050 55,279 |
8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 246,855 246,855 246,855 246,855 |
Transactions in the left column had been eliminated during the preparation of consolidated financial statements 〃〃〃〃〃 〃 〃 〃 〃 〃 〃 |
Note 1: 1.Represents entities with business dealings. 2. Represents where an inter-company or inter-firm short-term financing facility is necessary.
Note 2 : For entities who have business with the Company, the amount of endorsements permitted for a single company shall not exceed the transaction amount in the last fiscal year and 40% of the lender’s net worth. For entities who have short-term financing needs, amount shall not exceed 40% of the lender’s net worth. The amount lendable to directly or indirectly wholly owned foreign subsidiaries is not limited by the restriction of 40% of the lender’s net worth, only the total amount lending limit shall still be no more than the net worth of each subsidiary. Note 3: The total amount available for financing purposes shall not exceed 40% of lender’s net worth. Investee whose voting shares, directly or indirectly, owned by the Company is unrestricted by the limitation mentioned above; however, the amount available for financing shall not exceed 100% of net worth of the investee.
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(ii) Guarantees and endorsements for other parties:
(In Thousands of New Taiwan Dollars)
| No. | Name of guarantor |
Counter-party of guarantee and endorsement |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsement s for a specific enterprise (note2, note3) |
Highest balance for guarantees and endorsement s during the period (note 4) |
Balance of guarantees and endorsemen ts as of reporting date (note 4) |
Actual usage amount during the period (note 4) |
Property pledged for guarantees and endorsement s (Amount) |
Ratio of accumulated amounts of guarantees and endorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements |
Parent company endorsements / guarantees to third parties on behalf of subsidiary |
Subsidiary endorsemen ts/ guarantees to third parties on behalf of parent company |
Endorsemen ts/ guarantees to third parties on behalf of companies in Mainland China |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Relationship with the Company |
||||||||||||
| 0 0 0 0 0 1 1 1 1 |
THE COMPAN Y 〃 〃 〃 〃 CMT HK 〃 〃 〃 |
ATI CTU CTD CFR CPN CHN CEP CHM THE COMPAN Y |
Subsidiary Sub-subsidiar y Sub-subsidiar y Sub-subsidiar y Sub-subsidiar y Subsidiary Subsidiary Subsidiary Parent company |
14,624,901 14,624,901 14,624,901 14,624,901 14,624,901 13,307,104 13,307,104 13,307,104 13,307,104 |
100,000 632,250 632,250 1,249,045 1,264,500 851,149 898,636 916,622 3,653 |
- 252,900 252,900 1,249,045 1,264,500 698,004 898,638 916,622 3,653 |
- 126,450 189,675 558,783 516,659 667,375 666,884 454,608 3,653 |
- - - - - - - - - |
- % 2.59% 2.59% 12.81% 12.97% 7.16% 9.22% 9.40% 0.04% |
14,624,901 14,624,901 14,624,901 14,624,901 14,624,901 13,307,104 13,307,104 13,307,104 13,307,104 |
Y Y Y Y Y - - - - |
- - - - - - - - Y |
- - - - - - - - - |
Note1: The total amount of external endorsements and/or guarantees shall worth no more than 150% of the Company’s net worth. Among which the amount of endorsements/ guarantees for any single (1) whose voting shares are 100% owned by the Company shall not exceed 150% of the Company’s net worth. (2) company whose more than 80% voting shares are owned by the Company shall not exceed 30% of the Company’s net worth.
Note2: CMT HK’s total amount of external endorsements/ guarantees shall not exceed 150% of its net worth. Among which, the amount of endorsements/ guarantees for any single (1) investee who has, directly or indirectly, 100% voting shares of the Company and whose voting shares are 100% owned by the Company shall not exceed 150% of the Company’s net worth. (2) an entity who has more than 80% voting shares and is owned directly by the Company shall not exceed 30% of the Company’s net worth. (3) an entity who has less than 80% voting shares and is owned directly by the Company shall not exceed 10% of the Company’s net worth.
Note3: The amount was translated to the NTD at the exchange rates at the reporting date.
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- (iii) Securities held at the reporting date (excluding investment in subsidiaries, associates and joint ventures):
| and joint ventures): | and joint ventures): | and joint ventures): | and joint ventures): | ||||||
|---|---|---|---|---|---|---|---|---|---|
| (In Thousands of New Taiwan Dollars) | |||||||||
| Name of holder |
Category and name of security |
Relationship with company |
Account title |
Ending balance | Highest balance during the period Percentage of ownership (%) |
Note | |||
| Shares/Units (thousands) |
Carrying value |
percentag e of ownership (%) |
Fair value / net value |
||||||
| THE COMPANY 〃 〃 HIL 〃 〃 MHI 〃 |
Yang Ming Marine Transport Corporation Asia Pacific Emerging Industry Venture Capital Co., Ltd. Taiwan Navigation Co., Ltd. CHINA CONTAINER TERMINAL CORP. SEA & LAND INTERATED CORP. DIMERCO EXPRESS DIMERCO EXPRESS CHINA CONTAINER TERMINAL CORP. |
- - - - - - - - |
Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Ccurrent financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income |
4,798 1,950 24,420 23,788 3,187 3,285 6,288 5,610 |
119,098 24,961 515,262 544,745 64,856 217,795 416,895 128,469 |
0.18 % 2.78 % 5.85 % 16.03 % 4.07 % 2.61 % 4.99 % 3.78 % |
119,098 24,961 515,262 544,745 64,856 217,795 416,895 128,469 |
0.18% 2.78% 5.85% 16.03% 7.05% 2.61% 4.99% 3.78% |
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None
-
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None
-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None
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- (vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
==> picture [454 x 265] intentionally omitted <==
----- Start of picture text -----
Transactions with Notes/Accounts
Transaction details terms different from receivable (payable)
others
Percentage
Percenta of total
ge of total notes/acco
Name of Related Nature of Purchase/ purchase Payment Payment Ending unts
company party relationship Sale Amount s/sales terms Unit terms balance receivable Note
price (payable)
THE ATI Subsidiary Freight 528,595 96% Depending on the - (56,450) (97)% Note 1
COMPANY cost demand for
funding of
subsidiaries
ATI THE Subsidiary Freight (528,595) (50)% 〃 - 56,450 30% 〃
COMPANY revenue
CST ATI Subsidiary Freight (113,294) (99)% 〃 - 21,552 100% 〃
revenue
ATI CST Subsidiary Freight 113,294 12% 〃 - (21,552) (14)% 〃
cost
MHT ATI Subsidiary Freight (100,434) (99)% 〃 - 17,314 100% 〃
revenue
ATI MHT Subsidiary Freight 100,434 11% 〃 - (17,314) (11)% 〃
cost
APT ATI Subsidiary Freight (122,524) (100)% 〃 - 13,367 100% 〃
revenue
ATI APT Subsidiary Freight 122,524 13% 〃 - (13,367) (9)% 〃
cost
----- End of picture text -----
Note1: Transactions in the left column had been written off during the preparation of the consolidated financial statements.
- (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Counter-party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue | Overdue | Amounts received in subseque nt period |
Allowance for bad debts |
Note |
|---|---|---|---|---|---|---|---|---|---|
| Amount | Action **taken ** |
||||||||
| CMT HK 〃 〃 〃 〃 〃 |
CTD CTU CHM CPC CHN CPG |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
703,905 661,755 313,596 252,900 140,500 365,300 |
Note1 〃 〃 〃 〃 〃 |
- - - - - - |
- - - - - - |
- - - - - - |
Note 2 〃 〃 〃 〃 〃 |
Note1: Accounts receivable from related parties are not applies for turnover rate.
Note2: Transactions in the left column had been eliminated during the preparation of the consolidated financial statements.
- (ix) Trading in derivative instruments: None
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(x) Business relationships and significant intercompany transactions:
| No. (Note 1) |
Name of company |
Name of counter-party |
Nature of relationshi p (Note 2) |
Intercompany transactions | Intercompany transactions | Intercompany transactions | Intercompany transactions |
|---|---|---|---|---|---|---|---|
| Account name |
Amount | Trading terms | Percentage of the consolidated net revenue or total assets |
||||
| 1 2 4 5 6 6 6 6 6 6 |
ATI CST APT MHT CMT HK CMT HK CMT HK CMT HK CMT HK CMT HK |
THE COMPANY ATI ATI ATI CTD CTU CHM CPC CHN CPG |
2 3 3 3 3 3 3 3 3 3 |
Operating revenues Operating revenues Operating revenues Operating revenues Other receivables 〃 〃 〃 〃 〃 |
528,595 113,294 122,524 100,434 703,905 661,755 313,596 252,900 140,500 365,300 |
Price depends on the market, and the receivables depend on funding demand in the credit period 〃 〃 - - - - - - |
16.88% 3.62% 3.91% 3.21% 3.61% 3.40% 1.61% 1.30% 0.72% 1.87% |
-
Note 1: The companies are coded as follows:
-
0 represents the parent company.
-
The subsidiaries are coded sequentially beginning from 1 in the order of companies’ names.
-
Note 2: The relationships with transactions are as follows:
-
Transactions from the parent company to its subsidiaries.
-
Transactions from the subsidiaries to the parent company.
-
Transaction between subsidiaries.
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(b) Information on investees:
The following is the information on investees for the year ended December 31, 2020:
(In Thousands of Shares) (In Thousands of New Taiwan Dollars)
| Name of investor |
Name of investee |
Location | Main Businesses and Products |
Original Investment Amount |
Original Investment Amount |
Balance as of December 31, 2020 | Balance as of December 31, 2020 | Balance as of December 31, 2020 | The highest holdings in theperiod |
Net Income |
Net Income |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (thousand s) |
Percentage of Ownership |
Carrying Value |
Percentage of Ownership (%) |
(Losses) of the Investee |
Share of profits/losses of investee |
Note | ||||
| The Company 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 CMTS 〃 CMT HK 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 HIL ATI 〃 〃 〃 〃 |
CMTS CMT HK CMTL AGMI HIL MHI ATI TNCL CMTTSL TGEM UNH UHD AGM CFR CEP CPS CPG CPC CHT CPN CPD CTD CTU CHM CHN CHI CIM CMTS TNCL CST HYT MHT APT PTL |
Singapore Hong Kong Taiwan 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Singapore 〃 Hong Kong 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Singapore Taiwan 〃 〃 〃 〃 〃 |
Investment holding of ship-owning companies Investment holding of ship-owning companies Warehouse management Investment 〃 〃 Container trucking Bulk-carrier transportation Travel Bulk-carrier transportation Gasoline international trade Investment Automobile and its parts manufacturing Bulk-carrier transportation 〃 Bulk-carrier transportation 〃 〃 Bulk-chartering services Bulk-carrier transportation 〃 〃 〃 〃 〃 Investment management 〃 Investment holding of ship-owning companies Bulk-carrier transportation Container trucking 〃 〃 〃 〃 |
4,282 34,356 734,058 1,000 685,000 271,300 500,000 Note 5 20,000 601,200 - - 30,000 646,300 649,110 56,200 168,600 154,550 281 674,400 1,180,200 365,300 365,300 421,500 421,500 281 28,100 1,331,940 - 86,642 28,932 30,568 30,719 30,000 |
4,282 34,356 689,558 1,000 785,000 101,300 500,000 1,007,412 20,000 601,200 1,000 1,000 30,000 646,300 649,110 56,200 168,600 154,550 281 674,400 1,180,200 365,300 365,300 421,500 421,500 281 28,100 1,331,940 321,956 86,642 28,932 30,568 30,719 30,000 |
217 12,000 23,650 100 68,500 27,130 50,000 Note 5 2,000 61,623 - - 3,000 29,900 23,100 2,000 6,000 5,500 10 240 420 13,000 13,000 150 150 0.1 10 62,918 Note 6 8,200 3,000 3,000 3,000 3,000 |
0.34% 100% 100% 100% 100% 100% 100% - % 100% 12% - % - % 30% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 99.66% - % 100% 100% 100% 100% 100% |
4,898 8,871,403 1,098,956 969 1,043,302 547,896 617,139 Note 5 4,247 605,622 - - 24,670 703,988 649,551 56,415 187,223 178,818 5,320 753,703 1,154,209 356,194 417,454 422,570 418,807 (510) 28,751 1,435,690 Note 6 94,868 31,838 54,850 38,446 26,125 |
0.34% 100% 100% 100% 100% 100% 100% 7.459% 100% 12% 100% 100% 30% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100.00% 99.66% 2.947% 100% 100% 100% 100% 100% |
(904) 101,034 42,531 (45) 59,356 224,931 33,381 Note 5 (1,514) 243,945 (34) (34) (12,357) 243 3,931 (56) 23,135 (422) (115) 29,885 (11,464) (28,757) 37,509 39,156 33,606 (158) 240 (904) Note 6 2,767 (3,148) 11,672 2,368 (2,817) |
(3) 101,034 42,531 (45) 59,356 224,931 33,381 31,920 (1,514) 29,273 (34) (34) (3,707) Has been recognized as investment incomes(losses) by CMTS 〃 Has been recognized as investment incomes(losses) by CMT HK 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 - Has been recognized as investment incomes(losses) by ATI - - - - |
Note1、Note4 〃 〃 〃 〃 〃 〃 Note5 Note1、Note4 Note2 Note1、Note4 〃 Note2 Note1、Note3 、Note4 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Note 6 Note1、 Note4 〃 〃 〃 〃 |
Note1: Subsidiaries controlled by the parent company.
Note2: Investees affected by the comprehensive shareholdings of the Group. Note3: The amount was translated to the NTD at the exchange rates at the reporting date. Note4: The account had been written off during the preparation of the consolidated financial statements. Note5: A part of shares had been disposed in December 2020, resulting in the investment to be reported as current financial assets at fair value through other comprehensive income. Please refer to Note 6(5.)
Note6: All shares were disposed in 2020.
(c) Information on investment in mainland China: None
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- (d) Major shareholders:
| Shareholder’s Name | Shares | Percentage |
|---|---|---|
| AGCMT GROUP LTD. | 79,685,475 | 40.35% |
| Associated International INC. (AII) | 42,924,297 | 21.73% |
(14) Segment information
- (a) General information
The Group’s reportable segments consist of the Land Transportation, and the Logistics Segment and the Sea Transportation Segment. The land transportation and the logistics segment engage in the container transportation business, warehousing business, and freight agent business. And the sea transportation segment engages in the bulk carrier business. The Group’s reportable segments are the strategic business units that provide different kinds of transportation services. Each strategic business unit requires different services and marketing strategies, thus, should be managed separately.
(b) Reportable segment information
The amounts of the Group’s reportable segments are the same as those in the report used by the chief operating decision maker. The accounting policies for the operating segments are the same as those in Note 4, which describe significant accounting policies. The Group’s operating segments’ income before tax was the foundation for the chief operating decision maker to evaluate performance. There was no transfer of revenue between segments.
| Revenue from external customers Intersegment revenue Total revenues Segment income before tax Reportable segment assets Revenue from external customers Intersegment revenue Total revenues Segment income before tax Reportable segment assets |
2020 | Total 3,131,115 - 3,131,115 171,511 $ 19,483,837 Total 3,762,725 - |
|||
|---|---|---|---|---|---|
| Inland trucking and terminal & logistics department |
Shipping department 1,597,110 - |
Others 43,338 - |
Adjustments and eliminations - - |
||
| $ 1,490,667 - |
|||||
| $ 1,490,667 |
1,597,110 | 43,338 | - | ||
$ 18,726 |
153,528 |
11,110 |
(11,853) | ||
Inland trucking and terminal & logistics department |
2019 |
||||
| Shipping department 1,898,416 - |
Others 34,490 - |
Adjustments and eliminations - - |
|||
| $ 1,829,819 - $ 1,829,819 $ 67,243 |
|||||
1,898,416 |
34,490 |
- |
3,762,725 | ||
388,479 |
3,929 |
- |
459,651 |
||
$ 19,956,619 |
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(c) Entity-wide information
-
(i) The Group’s industrial information is the same as the one in reportable segments.
-
(ii) The geographic information of the Group sales that was presented by customer location, and the non-current assets that were presented by location were as follows:
-
1) Revenue from external customers:
| 2) | Continent Asia America Europe Oceania Non-current Assets: Country Taiwan Hong Kong Singapore |
2020 $ 1,528,405 43,351 1,080,266 479,093 |
2019 1,864,309 - 1,347,814 550,602 |
|---|---|---|---|
$ 3,131,115 |
3,762,725 |
||
2020 $ 2,476,149 7,476,849 2,390,318 |
2019 2,575,095 8,541,061 2,708,318 |
||
$ 12,343,316 |
13,824,474 |
Non-current assets include property, plant and equipment, investment property, intangible assets, and other assets, not including financial instruments, deferred tax assets.
- (iii) Major customers
Sales to individual customers constituting over 10% of the total revenue in the consolidated statements of income of 2020 and 2019 are summarized as follows:
| Custome r F Company A Company R Company S Company |
Nature of services | 2020 Amount %$ 479,092 15 454,389 15 375,744 12 345,957 11 |
2020 Amount %$ 479,092 15 454,389 15 375,744 12 345,957 11 |
2019 Amount %550,602 15 738,508 20 330,962 9 463,144 12 2,083,216 56 |
2019 Amount %550,602 15 738,508 20 330,962 9 463,144 12 2,083,216 56 |
|---|---|---|---|---|---|
| Amount $ 479,092 454,389 375,744 345,957 |
Amount 550,602 738,508 330,962 463,144 |
||||
| Vessel transportation Container transportation Vessel transportation Vessel transportation |
|||||
$ 1,655,182 |
53 | 2,083,216 |
56 |
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6.5 Parent Company-only Financial Statements for the Last Fiscal Year Independent Auditors’ Report
To the Board of Directors of CHINESE MARITIME TRANSPORT LTD.:
Opinion
We have audited the financial statements of CHINESE MARITIME TRANSPORT LTD. (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statement of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, Based on our audits and the report of other auditors (please refer to Other Matter paragraph), the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, 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 Auditing and Certification of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in 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 Certified Public Accountants Code of Professional Ethics in Republic of China (“the Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the reports of other auditors, we believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis of our opinion.
Other Matter
We did not audit the financial statements of the investee which represented the investment in another entity accounted for using the equity method of the Company. Those statements were audited by another auditors, whose report has been furnished to us, and our opinion, insofar as it relates to the amount is based solely on the report of other auditors. The investment in the Company accounted for using the equity method constitutes 7.22% of total assets at December 31, 2019. The related share of profit of associates accounted for using the equity method constitutes 17.47% of total profit before tax for the year ended December 31, 2019.
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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 of the current period. 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. In our judgment, the key audit matters that should be communicated in the audit report are as follows:
-
- Recognition of freight revenue container hauling
Please refer to Note (4)(o) for the accounting policy of “Revenue” and to Note (6)(n) “Revenue from contracts with customers” for information details.
Description of key audit matters:
The main activities of the Company are container hauling and related business. Freight revenue container hauling is one of the significant items in the financial statements, and the amounts and changes may affect the users’understanding on the entire financial statements. Therefore, the testing over freight revenue container hauling recognition is considered a key matter in our audit.
Audit Procedure:
Our principal audit procedures included testing related controls over sale and receipts cycle, executing the confirmation process used to examine accounts receivable and revenue of major customers, and evaluating if the Company’s timing of revenue recognition is accurate in accordance with related accounting standards.
- Freight revenue–vessel chartering, using equity method investment, subsidiary
Please refer to Note (4)(h) for the accounting policy of “Investments in subsidiary”, and to Note (6)(d) for “Investments accounted for using equity method”.
Description of key audit matters:
The main activity of some of the subsidiaries, accounted for using equity method investment, is operating bulk carrier. Freight revenue vessel chartering is one of the significant items in the financial statements, and the amounts and changes may affect the users’understanding on the entire financial statements. Therefore, the testing over freight revenue vessel chartering recognition is considered a key matter in our audit.
Audit procedure:
Our principal audit included testing related controls over sale and receipts cycle of those subsidiaries, which are investments using equity method, executing substantive analytical procedures of freight revenue-vessel chartering, assessing contract liabilities, and evaluating if the timing of revenue recognition for freight revenue, vessel chartering, is accurate in accordance with related accounting standards.
- Assessment of impairment on property, plant and equipment, using equity method investment, subsidiary
Please refer to Note (4)(j) and Note (4)(m) for the accounting policies of impairment assessment of property, plant and equipment; Note (5)(a) for the assumptions and estimation uncertainty of impairment assessment of property, plant andequipment; and Note (6)(f) for the related disclosure of property, plant and equipment.
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Please refer to Note (4)(h) for the accounting policy of “Investment in subsidiary” and Note (6)(d) for “Investments accounted for using equity method.
Description of key audit matters:
The main activities of the Company and the subsidiaries, accounted for using equity method investment, are bulk carrier operation, domestic container hauling and storage, and related business. The industry of the Company is affected by the variability of global economy and the highly competitive environment of shipping market, causing a drastic profit change in the shipping industry and posing a potential risk of impairment of transportation equipment of property, plant and equipment. Therefore, assessing whether the asset impairment incurs and conducting a test over impairment are considered key matters of our audit.
Audit procedure:
Our principal audit procedures included: understanding and assessing the related policies, internal control and processing procedure of impairment assessment of the Company; evaluating the reasonability of discounting rate and external source information about estimating future cash flows, including reviewing the information source of the estimation; examining the input numbers of valuation model and equation, as well as recalculating and checking the correctness of the valuation model.
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 from 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.
Those charged with governance (including the Supervisors) are responsible for overseeing the Company’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from 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 auditing standards generally accepted in 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 auditing standards generally accepted in 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.
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-
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 appropriate audit evdience regarding investment subsidiary using equity method to express an opinion on the financial statements. We are reponsible 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.
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 of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partners on the audit resulting in this independent auditors’ report are Yiu-Kwan Au and Jui-Lan Lo.
KPMG
Taipei, Taiwan (Republic of China) March 19, 2021
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CHINESE MARITIME TRANSPORT LTD. Balance Sheets December 31, 2020 and 2019
(Expressed in thousands of New Taiwan Dollars)
| Assets Current assets: 1100 Cash and cash equivalents (note (6)(a)) 1150 Notes and accounts receivable, net (note (6)(d)) 1470 Other current assets 1476 Other current financial assets (notes (6)(h) and (8)) Non-current assets: 1510 Non-current financial assets at fair value through profit or loss (note (6)(b)) 1517 Non-current financial assets at fair value through other comprehensive income (note (6)(c)) 1550 Investments accounted for using equity method, net (note (6)(e)) 1600 Property, plant and equipment (notes (6)(f) and (8)) 1760 Investment property, net (note (6)(g)) 1780 Intangible assets 1840 Deferred tax assets (note (6)(l)) 1900 Other non-current assets 1980 Other non-current financial assets (notes (6)(h) and (8)) Total assets |
December 31, 2020 | December 31, 2019 Amount % 328,263 2 177,086 1 6,276 - 514 - 512,139 3 56,591 - - - 13,642,006 93 509,573 4 20,173 - 11,659 - 3,976 - 1,800 - 5,456 - 14,251,234 97 14,763,373 100 Liabilities and Equity Current liabilities: 2100 Short-term borrowings (note (6)(i)) 2150 Notes and accounts payable 2181 Accounts payable to related parties (note (7)) 2300 Other current liabilities (note (7)) 2322 Long-term borrowings, current portion (note (6)(i)) Non-Current liabilities: 2530 Bonds payable (note (6)(i)) 2570 Deferred tax liabilities (note (6)(l)) 2640 Net defined benefit liabilities, non-current (note (6)(k)) 2670 Other non-current liabilities, others Total liabilities Equity (note (6)(m)): 3100 Common stock 3200 Capital surplus Retained earnings: 3310 Legal reserve 3320 Special reserve 3350 Unappropriated earnings 3400 Other equity interest Total equity Total liabilities and equity |
**December 31, ** | 2020 | 2020 | **December 31, ** | **December 31, ** | **December 31, ** | **December 31, ** | |
|---|---|---|---|---|---|---|---|---|---|---|
Amount % $ 1,056,739 7 88,490 1 17,666 - 86,555 - |
Amount 328,263 177,086 6,276 514 |
Amount | % | Amount | ||||||
| $ - 1,980 56,450 69,000 2,300,000 |
- - - - 15 |
1,299,883 3,690 107,019 77,983 400,000 |
||||||||
1,249,450 8 |
512,139 |
|||||||||
144,059 2 515,262 3 12,819,102 84 513,496 3 20,105 - 9,798 - 2,503 - 30,558 - 5,456 - |
56,591 - 13,642,006 509,573 20,173 11,659 3,976 1,800 5,456 |
2,427,430 | 15 |
1,888,575 |
13 |
|||||
2,900,000 230,518 1,499 408 |
19 2 - - |
2,700,000 230,872 9,155 408 |
18 2 - - |
|||||||
| 3,132,425 | 21 |
2,940,435 |
20 |
|||||||
5,559,855 |
36 |
4,829,010 |
33 |
|||||||
1,974,846 |
13 |
1,974,846 |
14 |
|||||||
53,411 |
- |
53,411 |
- |
|||||||
1,747,570 535,690 6,322,409 |
12 4 41 |
1,715,537 359,487 6,366,772 |
12 2 43 |
|||||||
14,060,339 92 |
14,251,234 |
|||||||||
$ 15,309,789 100 |
14,763,373 |
|||||||||
8,605,669 |
57 |
8,441,796 |
57 |
|||||||
(883,992) |
(6) |
(535,690) |
(4) |
|||||||
9,749,934 |
64 |
9,934,363 |
67 |
|||||||
$ 15,309,789 |
100 |
14,763,373 |
100 |
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(English Translation of Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD.
Statements of Comprehensive Income
For the years ended December 31, 2020 and 2019 (Expressed in thousands of New Taiwan dollars , Except earnings per share)
| 4000 Operating Revenues (notes (6)(o), and (7)) 4621 Freight revenue-vessel chartering 4622 Freight revenue-container hauling and logistics 4623 Freight revenue-airline agent and others 5000 Total operating costs(notes (6)(k), (7) and (12)) 5900 Gross profit Operating expenses: 6000 Operating expenses (notes (6)(k), (q), (7) and (12)) 6900 Net operating loss Non-operating income and expenses: 7010 Other income (notes (6)(b) and (j)) 7050 Finance costs-interest expense (note (6)(p)) 7070 Share of profit (loss) of associates and joint ventures accounted for using equity method, net (note (6)(e)) 7100 Interest income 7210 Gains (losses) on disposal of property, plant and equipment (note (6)(f)) 7235 Gains on financial assets (liabilities) at fair value through profit or loss(note (6)(b)) 7225 Losses on disposal of investments, net (note (6)(e)) Total non-operating income and expenses 7900 Profit (loss) from continuing operations before tax 7950 Less: Income tax expenses (note(6)(l)) Profit 8300 Other comprehensive income: 8310 Items that may not be reclassified to profit or loss 8311 Gains (losses) on remeasurements of defined benefit plans(note(6)(k)) 8330 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, items that may not be reclassified to profit or loss 8349 Income tax related to items that will not be reclassified to profit or loss (note(6)(l)) 8360 Items that may be reclassified to profit or loss 8361 Exchange differences on translation of foreign financial statements 8380 Share of other comprehensive income of subsidiaries, associates and joint ventures accounted for using equity method, items that will be reclassified to profit or loss 8399 Income tax related to items that will be reclassified to profit or loss (note(6)(l)) Items that may be reclassified to profit or loss 8300 Other comprehensive income 8500 Total comprehensive income Earnings per share(note (6)(n)) 9750 Basic net income per share (NT dollars) 9850 Diluted net income per share (NT dollars) |
2020 | % 8 86 6 |
2019 | % 5 93 2 100 90 10 12 (2) 1 (5) 33 - - - - 29 27 2 25 - 1 - 1 (18) (3) - (21) (20) 5 1.64 1.64 |
|---|---|---|---|---|
| Amount $ 55,096 556,353 37,613 |
Amount 61,046 1,219,685 32,628 |
|||
649,062 553,289 |
100 85 |
1,313,359 1,181,189 |
||
95,773 165,682 |
15 26 |
132,170 155,850 |
||
(69,909) |
(11) |
(23,680) |
||
7,887 (70,456) 517,089 1,207 69 92,968 (146,285) |
1 (11) 80 - - 14 (22) |
11,950 (64,261) 438,270 3,274 (11) (7,585) - |
||
402,479 |
62 |
381,637 |
||
332,570 3,531 |
51 - |
357,957 34,115 |
||
329,039 |
51 |
323,842 |
||
6,566 252,844 1,313 |
1 39 - |
(2,776) 19,549 (555) |
||
258,097 |
40 |
17,328 |
||
(614,672) 729 (366) |
(95) - - |
(243,373) (34,453) (179) |
||
(613,577) |
(95) |
(277,647) |
||
(355,480) |
(55) |
(260,319) |
||
$ (26,441) |
(4) |
63,523 |
||
$ |
1.67 |
|||
$ |
1.66 |
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(English Translation of Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD.
Statements of Changes in Equity
For the years ended December 31, 2020 and 2019
(Expressed in thousands of New Taiwan dollars)
| Balance at January 1, 2019 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share Net income for the year ended December 31, 2019 Other comprehensive income for the year ended December 31, 2019 Total comprehensive income for the year ended December 31, 2019 Balance at December 31, 2019 Appropriation and distribution of retained earnings: Legal reserve appropriated Special reserve appropriated Cash dividends of ordinary share Net income for the year ended December 31, 2020 Other comprehensive income for the year ended December 31, 2020 Total comprehensive income for the year ended December 31, 2020 Balance at December 31, 2020 |
Share **capital ** |
Capital surplus |
Retained earnings | Retained earnings | Total other equity interest | Total other equity interest | Total other equity interest | Total other equity interest | Total equity 10,186,815 - - (315,975) (315,975) 323,842 (260,319) 63,523 9,934,363 - - (157,988) (157,988) 329,039 (355,480) (26,441) 9,749,934 |
|||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Exchange differences on translation of foreign financial statements |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income |
Total other equity interest |
||||||||||
| Legal reserve |
Special reserve Unappropriated earnings |
Total retained earnings |
||||||||||
| Ordinary shares |
||||||||||||
| $ 1,974,846 | 53,411 |
1,664,166 |
621,623 |
6,151,652 |
8,437,441 |
(263,496) |
(15,387) |
(278,883) |
||||
- - - |
- - - |
51,371 - - |
- (262,136) - |
(51,371) 262,136 (315,975) |
- - (315,975) |
- - - |
- - - |
- - - |
||||
| - | - | 51,371 | (262,136) |
(105,210) |
(315,975) |
- |
- | - | ||||
| - - |
- - |
- - |
- - |
323,842 (3,512) |
323,842 (3,512) |
- (277,647) |
- 20,840 |
- (256,807) |
||||
| - | - | - | - | 320,330 |
320,330 |
(277,647) |
20,840 |
(256,807) |
||||
| 1,974,846 - - - |
53,411 - - - |
1,715,537 32,033 - - |
359,487 - 176,203 - |
6,366,772 (32,033) (176,203) (157,988) |
8,441,796 - - (157,988) |
(541,143) - - - |
5,453 - - - |
(535,690) - - - |
||||
| - | - | 32,033 | 176,203 |
(366,224) |
(157,988) |
- |
- | - | ||||
| - - |
- - |
- - |
- - |
329,039 (7,178) |
329,039 (7,178) |
- (613,577) |
- 265,275 |
- (348,302) |
||||
| - | - | - | - | 321,861 |
321,861 |
(613,577) |
265,275 |
(348,302) |
||||
| $ 1,974,846 |
53,411 |
1,747,570 |
535,690 |
6,322,409 |
8,605,669 |
(1,154,720) |
270,728 |
(883,992) |
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(English Translation of Financial Statements Originally Issued in Chinese) CHINESE MARITIME TRANSPORT LTD.
Statements of Cash Flows
For the years ended December 31, 2020 and 2019
(Expressed in thousands of New Taiwan dollars)
| Cash flows from (used in) operating activities: Profit before tax Adjustments: Adjustments to reconcile profit (loss): Depreciation and amortization expense Net loss on financial assets or liabilities at fair value through profit or loss Interest expense Interest income Dividend income Share of loss (profit) of subsidiaries,associates and joint ventures accounted for using equity method Loss (gain) on disposal of property, plant and equipment Loss on disposal of investments accounted for using equity method, net Total adjustments to reconcile profit (loss) Changes in operating assets: Decrease (increase) in notes and accounts receivable (including related parties) Decrease (increase) in other current assets Decrease (increase) in other financial assets Changes in operating liabilities: Increase (decrease) in notes and accounts payable Decrease in net defined benefit liabilities Increase (decrease) in other payable and other current liabilities Total changes in operating assets and liabilities Total adjustments Cash inflow used in operations Interest received Dividends received Interest paid Income taxes paid Net cash flows from operating activities Cash flows from (used in) investing activities: Proceeds from capital reduction of financial assets at fair value through profit or loss Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity method Proceeds from capital reduction of investments accounted for using equity method Acquisition of property, plant and equipment (including prepayment for equipment) Proceeds from disposal of property, plant and equipment Increase in other non-current assets Increase in other current financial assets Decrease in other non-current financial assets Other investing activities Net cash flows used in investing activities Cash flows from (used in) financing activities: Increase (decrease) in short-term borrowings Proceeds from issuance of bonds Repayments of long-term borrowings Cash dividends paid Others Net cash flows from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period |
2020 $ 332,570 |
2019 357,957 9,717 7,585 64,261 (3,274) (336) (438,270) 11 - (360,306) (2,507) 1,870 6,606 5,969 4,448 (10,337) (1,182) (7,071) (1,102) (361,408) (3,451) 3,261 322,781 (64,019) (7,733) 250,839 - (350,000) - 19,984 (5,220) 98 (1,223) - 215 - (336,146) 500,046 - - (315,975) (108) 183,963 98,656 229,607 328,263 |
|---|---|---|
10,122 (92,968) 70,456 (1,207) (120) (517,089) (69) 146,285 |
||
(384,590) |
||
88,596 (11,390) (18,486) |
||
58,720 |
||
(52,279) (1,090) 4,440 |
||
(48,929) |
||
9,791 |
||
(374,799) |
||
(42,229) 999 593,391 (68,497) (18,429) |
||
465,235 |
||
5,500 (414,500) 136,686 - (10,936) 240 (30,110) (67,657) - 1,889 |
||
(378,888) |
||
(1,299,883) 2,500,000 (400,000) (157,988) - |
||
| 642,129 | ||
728,476 328,263 |
||
$ 1,056,739 |
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(English Translation of Financial Statements Originally Issued in Chinese)
CHINESE MARITIME TRANSPORT LTD.
Notes to the Financial Statements
For the years ended December 31, 2020 and 2019 (expressed in thousands of New Taiwan dollars, unless otherwise specified)
(1) Company history
CHINESE MARITIME TRANSPORT LTD. (the “Company”), previously named Associated Transport Inc., was incorporated as a company limited by shares on January 31, 1978, in the Republic of China. The Company’s common shares were listed on the Taiwan Stock Exchange (TWSE). The main activities of the Company are bulk-carrier transportation through its 100%-owned overseas subsidiaries; domestic container hauling, vessel transportation, warehousing, and related business; and acting as the general sales agent for Saudi Arabian Airlines. The Company also owns investment companies to engage in the business of investment.
(2) Approval date and procedures of the financial statements
These financial statements were authorized for issuance by the board of directors on March 19, 2021.
(3) New standards, amendments and interpretations adopted:
- (a) The impact of the International Financial Reporting Standards (“IFRSs”) endorsed by the Financial Supervisory Commission, R.O.C. (“FSC”) which have already been adopted.
The Company has initially adopted the following new amendments, which do not have a significant impact on its financial statements, from January 1, 2020:
-
Amendments to IFRS 3 “Definition of a Business”
-
Amendments to IFRS 9, IAS39 and IFRS7 “Interest Rate Benchmark Reform”
-
Amendments to IAS 1 and IAS 8 “Definition of Material”
-
Amendments to IFRS 16 “COVID-19-Related Rent Concessions”
-
(b) The impact of IFRS issued by the FSC but not yet effective
The Company assesses that the adoption of the following new amendments, effective for annual period beginning on January 1, 2021, would not have a significant impact on its consolidated financial statements:
-
Amendments to IFRS 4 “Extension of the Temporary Exemption from Applying IFRS 9”
-
Amendments to IFRS 9, IAS39, IFRS7, IFRS 4 and IFRS 16 “Interest Rate Benchmark -
-
Reform Phase 2”
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- (c) The impact of IFRS issued by IASB but not yet endorsed by the FSC
The following new and amended standards, which may be relevant to the Company, have been issued by the International Accounting Standards Board (IASB), but have yet to be endorsed by the FSC:
| Standards or Interpretations Amendments to IAS 1 “Classification of Liabilities as Current or Non-current” |
Content of amendment Effective date per IASB The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the statement of balance sheet, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. January 1, 2023 |
Effective date per IASB |
|---|---|---|
The Company is evaluating the impact of its initial adoption of the abovementioned standards or interpretations on its financial position and financial performance. The results thereof will be disclosed when the Company completes its evaluation.
The Company does not expect the following other new and amended standards, which have yet to be endorsed by the FSC, to have a significant impact on its consolidated financial statements:
-
Amendments to IFRS 10 and IAS 28 “Sale or Contribution of Assets Between an Investor and Its Associate or Joint Venture”
-
IFRS 17 “ Insurance Contracts” and amendments to IFRS 17 “ Insurance Contracts”
-
-
-
● Amendments to IAS 16 “Property, Plant and Equipmentt Proceeds before Intended Use”
-
-
-
● Amendments to IAS 37 “Onerous Contracts Cost of Fulfilling a Contract”
-
Annual Improvements to IFRS Standards 2018-2020
-
Amendments to IFRS 3 “Reference to the Conceptual Framework”
-
Amendments to IAS 1 “Disclosure of Accounting Policies”
-
Amendments to IAS 8 “Definition of Accounting Estimates”
(4) Summary of significant accounting policies
The significant accounting policies presented in the financial statements are summarized follows. Except for those specifically indicated, the following accounting policies were applied consistently throughout the presented periods in the financial statements.
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(a) Statement of compliance
These financial statement have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.
(b) Basis of preparation
- (i) Basis of measurement
Except for the following significant accounts, the annual financial statements have been prepared on the historical cost basis:
-
1) Financial instruments measured at fair value through profit or loss are measured at fair value;
-
2) The defined benefit liabilities (assets) are measure at fair value of the pension assets less the present value of the defined benefit obligation, limited as explained in note (4)(p).
(ii) Functional and presentation currency
The functional currency of each Company entities is determined based on the primary economic environment in which the entities operate. The financial statements are presented in New Taiwan Dollar, which is the Company’s functional currency. All financial information presented in New Taiwan Dollar has been rounded to the nearest thousand.
The defined benefit liabilities (assets) are measured at fair value of the pension assets less the present value of the defined benefit obligation, limited as explained in note (4)(p).
(c) Foreign currencies
- (i) Foreign currency transaction
Transactions in foreign currencies are translated into the respective functional currencies of Company entities at the exchange rates at the dates of the transactions. At the end of each subsequent reporting period, monetary items denominated in foreign currencies are translated into the functional currencies using the exchange rate at that date. Non-monetary items denominated in foreign currencies that are measured at fair value are translated into the functional currencies using the exchange rate at the date that the fair value was determined. Non-monetary items denominated in foreign currencies that are measured based on historical cost are translated using the exchange rate at the date of the transaction.
Exchange differences are generally recognized in profit or loss, except for an investment in equity securities designated as fair value through other comprehensive income.
(ii) Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into NTD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into NTD at average rate. Exchange differences are recognized in other comprehensive income.
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When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Company disposes of any part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interest. When the Company disposes of only part of investment in an associate of joint venture that includes a foreign operation while retaining significant or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planed nor likely in the foreseeable future, exchange differences arising thereon from part of a net investment in the foreign operation and are recognized in other comprehensive income.
- (d) Classification of current and non-current assets and liabilities
An asset is classified as current under one of the following criteria, and all other assets are classified as non-current.
-
(i) It is expected to be realized, or intended to be sold or consumed, in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is expected to be realized within twelve months after the reporting period; or
-
(iv) The asset is cash or a cash equivalent (as defined in IAS 7) unless the asset is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
A liability is classified as current under one of the following criteria, and all other liabilities are classified as non-current.
An entity shall classify a liability as current when:
-
(i) It is expected to be settled in the normal operating cycle;
-
(ii) It is held primarily for the purpose of trading;
-
(iii) It is due to be settled within twelve months after the reporting period; or
-
(iv) Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its settlement by issuing equity instruments do not affect its classification.
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(e) Cash and cash equivalents
Cash comprises cash on hand and demand deposits. Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value. Time deposits and Commercial paper with reverse repurchase agreement which meet the above definition and are held for the purpose of meeting short term cash commitments rather than for investment or other purposes should be recognized as cash equivalents.
(f) Financial instruments
Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
(i) Financial assets
All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis.
On initial recognition, a financial asset is classified as measured at: amortized cost; or FVTPL.
Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
1) Financial assets measured at amortized cost
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is to hold assets to collect contractual cash flows; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
These assets are subsequently measured at amortized cost, which is the amount at which the financial asset is measured at initial recognition, plus/minus, the cumulative amortization using the effective interest method, adjusted for any loss allowance. Interest income, foreign exchange gains and losses, as well as impairment, are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
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- 2) Fair value through other comprehensive income (FVOCI )
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
-
‧ it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
-
‧ its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an instrument-by-instrument basis.
Debt investments at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income. On derecognition, gains and losses accumulated in other comprehensive income are reclassified to profit or loss.
Equity investments at FVOCI are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and are never reclassified to profit or loss.
Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.
- 3) Fair value through profit or loss (FVTPL)
All financial assets not classified as amortized cost described as above are measured at FVTPL, including derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset, which meets the requirements to be measured at amortized cost, as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
- 4) Impairment of financial assets
The Company recognizes loss allowances for expected credit losses (ECL) on financial assets measured at amortized cost. (including cash and cash equivalents, notes and accounts receivable, other receivable, guarantee deposit paid and other financial assets).
The Company measures loss allowances at an amount equal to lifetime expected credit loss (ECL), except for the following which are measured as 12-month ECL:
‧ debt securities that are determined to have low credit risk at the reporting date; and
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- ‧ other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.
Loss allowance for accounts receivables are always measured at an amount equal to lifetime ECL.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECL, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis based on the Company’s historical experience and informed credit assessment as well as forward-looking information.
The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.
The Company considers a financial asset to be in default when the financial asset is more than 180 days past due or the borrower is unlikely to pay its credit obligations to the Company in full.
The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of ‘investment grade which is considered to be BBB- or higher per Standard & Poor’s, Baa3 or higher per Moody’s or twA or higher per Taiwan Ratings. The time deposits and commercial paper with reverse repurchase agreement held by the Company were considered to have low credit risk because the Company’s transaction counter parties and the contractually obligated counter parties are financial institutions with credit ratings beyond investment grade.
Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.
12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 month after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).
The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.
At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial assets is credit-impaired includes the following observable data:
‧ significant financial difficulty of the borrower or issuer;
‧ a breach of contract such as a default or being more than 180 days past due;
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‧ the lender of the borrower, for economic or contractual reasons relating to the borrower's financial difficulty, having granted to the borrower a concession that the lender would not otherwise consider;
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‧ it is probable that the borrower will enter bankruptcy or other financial reorganization; or
-
‧ the disappearance of an active market for a security because of financial difficulties.
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.
- 5) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.
The Company enters into transactions whereby it transfers assets recognized in its statement of balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
-
(ii) Financial liabilities and equity instruments
-
1) Classification of debt or equity
Debt and equity instruments issued by the Company are classified as financial liabilities or equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
- 2) Equity instrument
An equity instrument is any contract that evidences residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued are recognized as the amount of consideration received, less the direct cost of issuing.
- 3) Financial liabilities
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at
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FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss.
Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
-
4)
-
Derecognition of financial liabilities
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount of a financial liability extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
- 5) Offsetting of financial assets and liabilities
Financial assets and financial liabilities are offset and the net amount presented in the statement of balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
(g) Investment in associates
Associates are those entities in which the Company has significant influence, but not control or joint control, over their financial and operating policies. Investments in associates are accounted for using the equity method and are recognized initially at cost. The cost of the investment includes transaction costs. The carrying amount of the investment in associates includes goodwill arising from the acquisition less any accumulated impairment losses.
The financial statements include the Company’s share of the profit or loss and other comprehensive income of those equity-accounted investees after adjustments to align the accounting policies with those of the Company from the date on which significant influence commences until the date on which significant influence ceases.
Gains and losses resulting from the transactions between the Company and an associate are recognized only to the extent unrelated the Company’s interest in the associate.
When the Company’s share of losses of an associate equals or exceeds its interests in an associate, it discontinues recognizing its share of further losses. After the recognized interest is reduced to zero, additional losses are provided for, and a liability is recognized, only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.
- (h) Investment in subsidiary
When preparing financial statement, the Company used equity method to account for its investments in subsidiary. Under the equity method, the profit and loss and other comprehensive income in financial statement is as same as the profit and loss and other comprehensive income that belongs to parent company equity in financial statement.
Changes in the Company's ownership interest in a subsidiary, do not result in the Company
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losing control of the subsidiary are equity transactions.
- (i) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but not for sale in the ordinary course of business, use in the production or supply of goods or services, or for administrative purposes. Investment property is measured at cost on initial recognition, and subsequently at cost, less accumulated depreciation and accumulated impairment losses. Depreciation expense is calculated based on the depreciation method, useful life, and residual value which are the same as those adopted for property, plant and equipment.
Any gain or loss on disposal of an investment property (calculated as the difference between the net proceeds from disposal and the carrying amount) is recognized in profit or loss.
Rental income from investment property is recognized as other revenue on a straight-line basis over the term of the lease. Lease incentives granted are recognized as an integral part of the total rental income, over the term of the lease.
-
(j) Property, plant and equipment
-
(i) Recognition and measurement
Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.
If significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.
- (ii) Reclassification to investment property
A property is reclassified to investment property at its carrying amount when the use of the property changes from internal use to investment use.
- (iii) Subsequent cost
Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to the Company.
- (iv) Depreciation
Depreciation is calculated on the cost of an asset less its residual value and is recognized in profit or loss on a straight-line basis over the estimated useful lives of each component of an item of property, plant and equipment.
Land is not depreciated.
The estimated useful lives for the current and comparative years of significant items of property, plant and equipment are as follows:
-
1) Buildings: 24 ~ 55 years
-
2) Building improvements: 3~16 years
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3) Transportation equipment: 5 ~6 years
-
4) Furniture, fixtures and other equipment: 1 ~9 years
Depreciation methods, useful lives, and residual values are reviewed at each reporting date and adjusted if appropriate.
-
(k) Lease
-
(i) Identifying a lease
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:
-
1) the contract involves the use of an identified asset – this may be specified explicitly or implicitly, and should be physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a substantive substitution right, then the asset is not identified; and
-
2) the customer has the right to obtain substantially all of the economic benefits from use of the asset throughout the period of use; and
-
3) the customer has the right to direct the use of the asset throughout the period of use only if either:
-
the customer has the right to direct how and for what purpose the asset is used throughout the period of use; or
-
the relevant decisions about how and for what purpose the asset is used are predetermined and:
-
- the customer has the right to operate the asset throughout the period of use, without the supplier having the right to change those operating instructions; or
-
- the customer designed the asset in a way that predetermines how and for what purpose it will be used throughout the period of use.
-
-
-
(i) As a lessor
When the Company acts as a lessor, it determines at lease commencement whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then the lease is an operating lease. As part of this assessment, the Company considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
(l) Intangible assets
- (i) Recognition and measurement
Other intangible assets that are acquired by the Company are measured at cost, less, accumulated amortization and any accumulated impairment losses.
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(ii) Subsequent Expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as incurred.
- (iii) Amortization
The amortizable amount is the cost of an asset, less its residual value, and is recognized in profit or loss on a straight line basis over the estimated useful lives of intangible assets, from the date that they are available for use.
The intangible asset that the Company possesses is software. The estimated useful lives of computer software is 3~7 years.
Amortization methods, useful lives and residual values are reviewed at each reporting
date and adjusted if appropriate.
- (m) Impairment of non-financial assets
At each reporting date, the Company reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
(n) Provisions
A provision is recognized if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects the current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognized as finance cost.
(o) Revenue
Revenue is measured based on the consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control of a good or a service to a customer. The accounting policies for the Company’s main types of revenue are explained below.
- (i) Freight revenue
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Container hauling revenue is recognized when the goods are delivered to the customers’ premises; vessel management and commission revenue are recognized when the service is provided.
- (ii) Rental income from investment property
Rental income from investment property is recognized in income on a straight-line basis over the lease term. Incentives granted to the lessee to enter into an operating lease are considered as part of rental income which is spread over the lease term on a straight-line basis so that the rental income received are recognized periodically.
- (iii) Financing components
The Company does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Company does not adjust any of the transaction prices for the time value of money.
(p) Employee benefits
- (i) Defined contribution plans
Obligations for contributions to the defined contribution plans are expensed as the related service is provided.
- (ii) Defined benefit plans
The Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of plan assets.
The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Company, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized immediately in other comprehensive income, and accumulated in retained earnings within equity. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset). Net interest expense and other expenses related to defined benefit plans are recognized in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Company recognizes gains and losses on the settlement of a defined benefit plan when the settlement occurs.
(iii) Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount expected to be paid if the Company has a present
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legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
- (q) Income taxes
Income taxes comprise current taxes and deferred taxes. Except for expenses related to business combinations or recognized directly in equity or other comprehensive income, all current and deferred taxes are recognized in profit or loss.
The Company has determined that interest and penalties related to income taxes, including uncertain tax treatment, do not meet the definition of income taxes, and therefore accounted for them under IAS37.
Current taxes comprise the expected tax payables or receivables on the taxable profits (losses) for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payables or receivables are the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date.
Deferred taxes arise due to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Deferred taxes are recognized except for the following:
-
(i) temporary differences on the initial recognition of assets and liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profits (losses) at the time of the transaction;
-
(ii) temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
-
(iii) taxable temporary differences arising on the initial recognition of goodwill.
Deferred taxes are measured at tax rates that are expected to be applied to temporary differences when they reserve, using tax rates enacted or substantively enacted at the reporting date, and reflect uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset if the following criteria are met:
-
(i) the Company has a legally enforceable right to set off currenttax assets against current tax liabilities; and
-
(ii) the deferred tax assets and the deferred tax liabilities relate to income taxes levied by the same taxation authority on either:
-
1) the same taxable entity; or
-
2) different taxable entities which intend to settle current tax assets and liabilities on a net basis, or to realize the assets and liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax assets are recognized for the carry forward of unused tax losses, unused tax credits, and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable
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that the related tax benefits will be realized; such reductions are reversed when the probability of future taxable profits improves.
- (r) Earnings per share
The Company discloses the basic and diluted earnings per share attributable to ordinary equity holders of the Company. The calculation of basic earnings per share is based on the profit attributable to the ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding. The calculation of diluted earnings per share is based on the profit attributable to ordinary shareholders of the Company divided by the weighted average number of ordinary shares outstanding after adjusting the effects of all potential dilutive ordinary shares. Potential dilutive ordinary shares comprise employee stock options and employee bonuses that are yet to be resolved by the shareholders and approved by the board of directors.
- (s) Operating segments
The Company has already provided the operating segments disclosure in the consolidated financial statements.
(5) Significant accounting assumptions and judgments, and major sources of estimation uncertainty
The preparation of the financial statements in conformity with the Regulations Governing the Preparation of Financial Reports by Securities Issuers to make judgments, estimates, and assumptions that affect the application of the accounting policies and the reported amount of assets, liabilities, income, and expenses. Actual results may differ from these estimates.
The management continues to monitor the accounting estimates and assumptions. The management recognizes any changes in accounting estimates during the period and the impact of those changes in accounting estimates in the following period.
There are no critical judgments in applying accounting policies that have significant effect on amount recognized in the financial statements.
The followings are the related information about material risk contained in uncertainty of assumption and estimation which may lead to a material adjustment in the following year:
- (a) Impairment assessment of property, plant and equipment
In the process of assessing asset impairment, the Company depends on the subjective judgement of its management, the usage of its asset, and the characteristics of the industry, to make decisions about the independent cash flows of certain asset groups, expected lifetime of the asset, as well as gain and loss that may arise in the future. The potential risk of asset impairment lies in the change in the overall economy, the assumption made by the management, and the future strategic plan of the Company.
(6) Explanation of significant accounts
- (a) Cash and cash equivalents
| Petty cash, checking accounts and demand deposits Time deposits Cash equivalents-commercial paper and reverse repurchase agreement |
December 31, 2020 $ 275,504 766,670 14,565 |
December 31, 2019 318,731 - 9,532 |
|---|---|---|
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$ 1,056,739
328,263
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Please refer to note (6)(q) for the exchange rate risk, the interest rate risk and, the fair value sensitivity analysis of the financial assets and liabilities of the Company.
-
(b) Financial asset at fair value through profit or loss
-
(i) Information is as follow:
| Non-current financial assets mandatorily measured as at fair value through profit or loss: Non-derivative financial instrument Domestic listed common shares under private placement Domestic unlisted common shares |
December 31, 2020 $ 119,098 24,961 |
December 31, 2019 31,046 25,545 |
|---|---|---|
$ 144,059 |
56,591 |
The gain or loss on financial assets at fair value through profit or loss for the December 31, 2020 and 2019 were a gain of $92,968, and a loss of $7,585, respectively.
During the December 31, 2020 and 2019, the dividends of $120 and $366, respectively, related to debt investment at fair value through profit or loss held were recognized.
The Company did not provide any aforementioned financial assets as collateral as of December 31, 2020 and 2019, respectively.
(ii) Debt investment information
The convertible bond held by the Company was due on June 27, 2019, and converted to $4,798 thousand shares of common shares under private placement at $20.84 dollars per share. The equity investments were held for trading, therefore, they were classified as non-current financial assets at fair value through profit or loss as of December 31, 2020 and 2019.
-
(iii) The Company has assessed that the domestic unlisted common shares are held within a business model whose objective is achieved by both collecting the contractual cash flows and by selling securities; therefore, they have been classified as non-current financial assets mandatorily measured value through profit or loss.
-
(c) Non-current financial assets at fair value through other comprehensive income
| Equity investments at fair value through other comprehensive income Domestic listed stocks |
December 31, 2020 $ 515,262 |
|---|---|
- (i) Equity investments at fair value through other comprehensive income
The Company designated the investments shown above as equity securities at fair value through other comprehensive income because these equity securities represent those investments that the Company intends to hold for long-term strategic purposes, rather than trading purposes.
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(ii) The Company has lost its significant influence over Taiwan Navigation Co., Ltd. since December, 2020. Please refer to Note 6(e)(vi) for the amount of $515,262 that had been reclassified from investment accounted for using equity method to financial asset at fair value through other comprehensive income.
-
(iii) Please refer to note (6)(t) for market risk.
-
(iv) The Company did not provide any aforementioned financial assets as collateral as of December 31, 2020.
-
(d) Notes and accounts receivable
| Notes receivable Accounts receivable Less: Loss allowance |
December 31, 2020 $ - 88,490 - |
December 31, 2019 45 177,041 - |
|---|---|---|
| $ 88,490 |
177,086 |
The Company applies the simplified approach to provide for its expected credit losses, i.e. the use of lifetime expected loss provision for all receivables. To measure the expected credit losses, notes and accounts receivables have been grouped based on shared credit risk characteristics and the days past due, as well as incorporated forward looking information, including macroeconomic and relevant industry information. The loss allowance provision were determined as follows:
| Not overdue Not overdue 1 to 30 days past due |
December 31, 2020 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 88,490 - - December 31, 2019 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 177,085 - - 1 - - $ 177,086 - |
December 31, 2020 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 88,490 - - December 31, 2019 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 177,085 - - 1 - - $ 177,086 - |
December 31, 2020 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 88,490 - - December 31, 2019 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 177,085 - - 1 - - $ 177,086 - |
December 31, 2020 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 88,490 - - December 31, 2019 Gross carrying amount Weighted-ave rage loss rate Loss allowance provision $ 177,085 - - 1 - - $ 177,086 - |
|---|---|---|---|---|
| Weighted-ave rage loss rate |
||||
| - - |
||||
| $ 177,086 |
- |
The movement in the allowance for notes and accounts receivable was as follows:
The Company did not provide any aforementioned notes and accounts receivable as collaterals as of December 31, 2020 and 2019.
Please refer to note (6)(r) for credit risk of other receivables.
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- (e) Investments accounted for using equity method
A summary of the Company’s financial information for equity-accounted investees at the reporting date is as follows:
| reporting date is as follows: | ||
|---|---|---|
| Subsidiaries Associates |
December 31, 2020 $ 12,188,810 630,292 |
December 31, 2019 12,245,014 1,396,992 |
$ 12,819,102 |
13,642,006 |
(i) Subsidiaries
-
1) Please refer to the 2020 consolidated financial statement.
-
2) According to IAS36 “Impairment of Assets,” the Company conducted assessment of impairment indication. There was no indication that investment may be impaired and no impairment losses recognized in 2019.
There was indication that investment may be impaired but there was no impairment loss recognized after performing impairment test in 2020.
- (ii) The Company’s share of the net income of associates was as follows:
| Subsidiaries Associates |
December 31, 2020 $ 459,602 57,487 |
December 31, 2019 390,837 47,433 438,270 |
|---|---|---|
$ 517,089 |
- (iii) Details of the material associate was as follows:
| Name | Nature of the relationship | Principal place of business/ Country of **incorporation ** |
Effective ownership interest and voting right |
Effective ownership interest and voting right |
|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
|||
| Note | 7.459% | |||
| Taiwan Navigation Co., Ltd. (TNCL) |
Entity in which the Company has significant influence and in which its main activities are sea shipping services and construction subcontractor, leasing and sales of commercial and residential buildings |
Taiwan |
- Note: The Company had lost its significant influence over TNCL, resulting in its investments accounted for using equity method to be reclassified to financial asset at fair value through other comprehensive income.
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The fair value of the shares of the listed material associate of the Company was as follows:
TNCL
December 31, 2019 $ 552,469
The following table summarizes the information of the Company’s material associate adjusted for any differences in accounting policies and reconciles the information to the carrying amount of the Company’s interest in the associate.
- 1) Summarized financial information of TNCL
| Current assets Non-current assets Current liabilities Non-current liabilities Net assets (Attributable to the investee) Revenue Profit from continuing operations Other comprehensive income Total comprehensive income (Attributable to the Beginning balance of net assets attributable to the Company Total comprehensive income attributable to the Company Dividends received by associates Disposals Reclassification to financial assets at fair value through other compressive income Ending balance of net assets attributable to the Company |
investee) December 31, 2020 |
December 31, 2019 $ 1,592,523 13,521,227 (505,748) (4,366,773) $ 10,241,229 December 31, 2019 $ 3,113,990 601,096 (237,376) $ 363,720 December 31, 2019 777,227 27,129 (40,463) - - 763,893 |
|---|---|---|
| $ 763,893 59,241 (24,901) (171,956) (626,277) |
||
$ - |
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- (iv) Summarized financial information of individually insignificant associate
The summarized financial information of individually insignificant associate using the equity-accounted method is as follows:
| equity-accounted method is as follows: | ||
|---|---|---|
| Carrying amount of individually insignificant associates’ equity Share of results attributable to the Company: Profit from continuing operations Other comprehensive income Total comprehensive income |
December 31, 2020 |
December 31, 2019 633,099 2019 2,599 (11,160) (8,561) |
| $ 630,292 2020 |
||
| $ 25,566 (24,677) |
||
$ 889 |
-
(v) The Company disposed part of its investment in TNCL amounting to $136,686 in December 2020, resulting in a loss on disposal of $35,270 to be recognized under losses on disposal of investments.
-
(vi) The Company and its Group held 10.406% of shares of TNCL for long term equity investments and coordinating shipping business, and the Company obtained one seat of the board of directors. The Company accounted it by using equity method. In accordance with the investing business adjustment of the Company, the Company decided to dispose all of its investment in TNCL after the board of directors had reached a resolution on December 8, 2020. As of December 31, 2020, the shares of TNCL held by the Group had decreased to 5.48%, and the shares held by the Company were also reduced to approximately half of the shares held at the time when the Company was elected as corporate director. Furthermore, the Company will continue to dispose the rest of shares. According to Act 197 of Company Act, in case a director of a company whose shares are issued to the public that has been transferred during his/her term as a director, more than one half of a company's shares being held by him/her at the time he/she is elected, he/she shall, ipso facto, be discharged from the office of director. In light of the above matter, the Company has no intention of retaining any shares in TNCL, therefore, it had lost its significant influence over TNCL in December 2020, resulting in the Company to measure its financial asset with the fair value obtained at the date of losing significant influence amounting to $515,262, previously recognized as investment accounted for using equity method, to be reclassified to financial asset at fair value through other comprehensive income, and to recognize the loss measured at fair value amounting to $111,015, recorded under loss on disposal of investment.
The gain or loss on disposal mentioned above, includes the amount related to the associate, reclassified from other comprehensive income to gain or loss.
- (vii) In 2020 and 2019, the Company was allocated with cash dividends of $590,449 and $322,445, respectively, from the aforementioned investee companies.
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- (viii) As of December 31, 2020 and 2019, the Company did not provide investment accounted for using equity method as collateral.
(f)
- Property, plant and equipment
The cost depreciation, and impairment of the property, plant and equipment of the Company for the years ended December 31, 2020 and 2019 were as follows:
| Cost or deemed cost: Balance on January 1, 2020 Additions Disposals Balance on December 31, 2020 Balance on January 1, 2019 Additions Disposals Reclassifications Balance on December 31, 2019 Depreciation and impairments loss: Balance on January 1, 2020 Depreciation for the year Disposals Balance on December 31, 2020 Balance on January 1, 2019 Depreciation for the year Disposals Reclassifications Balance on December 31, 2019 Carrying amounts: Balance on December 31, 2020 Balance on December 31, 2019 Balance on January 1, 2019 |
Land $ 484,205 - - |
Buildings and construction 40,063 - (564) |
Transportation Equipment 2,050 - (1,991) |
Other equipment |
Total 586,536 10,936 (6,335) |
||
|---|---|---|---|---|---|---|---|
| 60,218 10,936 (3,780) |
|||||||
| $ 484,205 |
39,499 |
59 |
67,374 |
591,137 |
|||
$ 483,451 754 - - |
44,875 923 - (5,735) |
2,050 - - - |
54,688 3,543 (3,748) 5,735 |
585,064 5,220 (3,748) - |
|||
| $ 484,205 |
40,063 |
2,050 | 60,218 |
586,536 | |||
$ - - - |
27,646 1,299 (392) |
2,050 - (1,991) |
47,267 5,543 (3,781) |
76,963 6,842 (6,164) |
|||
| $ - |
28,553 |
59 |
49,029 |
77,641 |
|||
$ - - - - |
32,024 1,357 - (5,735) |
2,050 - - - |
40,063 5,108 (3,639) 5,735 |
74,137 6,465 (3,639) - |
|||
| $ - |
27,646 |
2,050 | 47,267 |
76,963 | |||
$ 484,205 |
10,946 |
- |
18,345 |
513,496 |
|||
$ 484,205 |
12,417 |
- | 12,951 |
509,573 |
|||
$ 483,451 |
12,851 |
- | 14,625 |
510,927 |
The Company disposed of the other equipment during the years ended December 31, 2020 and 2019 for $240 and $98, respectively. The cost of aforementioned other equipment amounted to $171 and $109, respectively, and the related gain or loss of disposal was a gain of $69 and a loss of $11, respectively. The registration procedures of the assets transfer have been completed and related receivable have been collected.
As of December 31, 2020 and 2019, the pledge information is summarized in note (8).
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(g) Investments property
Investment property comprises office buildings that are leased to third parties under operating leases that are owned by the Company. The leases of investment properties contain an initial non-cancellable lease term of 1 to 5 years. For all investment property leases, the rental income is fixed under the contracts.
| Cost or deemed cost: Balance on December 31, 2020 Balance on December 31, 2019 Depreciation and impairment losses: Balance on January 1, 2020 Depreciation of the year Balance on December 31, 2020 Balance on January 1, 2019 Depreciation of the year Balance on December 31, 2019 Carrying amount: Balance on December 31, 2020 Balance on December 31, 2019 Balance on January 1, 2019 Fair Value: Balance on December 31, 2020 Balance on December 31, 2019 |
Owned Property Land Building $ 19,094 3,769 $ 19,094 3,769 $ - 2,690 - 68 $ - 2,758 $ - 2,623 - 67 $ - 2,690 $ 19,094 1,011 $ 19,094 1,079 $ 19,094 1,146 |
Owned Property Land Building $ 19,094 3,769 $ 19,094 3,769 $ - 2,690 - 68 $ - 2,758 $ - 2,623 - 67 $ - 2,690 $ 19,094 1,011 $ 19,094 1,079 $ 19,094 1,146 |
Total 22,863 22,863 2,690 68 2,758 2,623 67 2,690 20,105 20,173 20,240 $ 63,368 $ 63,368 |
|---|---|---|---|
| Land $ 19,094 |
|||
$ 19,094 |
3,769 |
||
$ - - |
2,690 68 |
||
| $ - |
2,758 | ||
| $ - - |
2,623 67 |
||
| $ - |
2,690 | ||
| $ 19,094 |
1,011 |
||
$ 19,094 |
1,079 |
||
$ 19,094 |
1,146 |
||
The fair value of investment properties was based on a valuation by a qualified independent appraiser who has recent valuation experience in the location and category of the investment property being valued.
Investment property comprises a number of commercial properties that are leased to third parties. Each of the lease contract contains an initial non-cancellable period. Subsequent renewals are negotiated with the lessee. No contingent rents are charged. For more information (including rent revenue and operating expenses occured directly), please refer to note (6)(j).
As of December 31, 2020 and 2019, the investment property of the Company were not pledged as collateral or restricted.
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(h) Other financial assets
| Other financial assets | ||
|---|---|---|
| Other receivables Restricted time deposits Refundable deposits Pledged assets-time deposits Other current financial assets Other non-current financial assets |
December 31, 2020 $ 18,898 67,657 406 5,050 |
December 31, 2019 514 - 406 5,050 5,970 514 5,456 5,970 |
$ 92,011 |
||
$ 86,555 5,456 |
||
$ 92,011 |
The restricted time deposits are applicable to “The Management, Utilization, and Taxation of Repatriated Offshore Funds Act” for the Company in 2020. The restricted time deposit accounts are used for the purpose of offshore funds only.
As of December 31, 2020 and 2019, the Company provided other financial assets as collateral. Please refer to note (8).
(i) Loans
The Company’s detail of loans was as follows:
- (i) Short-term borrowings and commercial paper payable, net
| Bank loans Commercial paper payable Less: discount on commercial paper payable Unused credit lines Range of interest rate during the year |
December 31, 2020 $ - - - |
December 31, 2020 $ - - - |
December 31, 2019 950,000 350,000 (117) 1,299,883 1,650,000 0.9%~1.15% |
|---|---|---|---|
| $ - |
|||
| $ 3,050,000 |
|||
0.88%~1.03% |
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(ii) Bonds Payable
The Company issued secured bonds at face value. The interest is calculated and paid annually from the date of issuance. The bonds payable on December 31, 2020 and 2019, were as follows:
| 2016 The first secured bonds payable The second secured bonds payable 2017 The first secured bonds payable 2020 The first secured bonds payable 〃〃〃Current portion |
Guarantee bank |
Interest rate Due |
December 31, 2020 |
|
|---|---|---|---|---|
| Bank of Taiwan Mega Bank Shanghai Commercial Bank 〃Shanghai Commercial Bank 〃Mega Bank 〃 |
0.88% March 2021 1.00% March 2021 1.13% April 2020 1.13% April 2022 0.64% April 2025 0.66% April 2025 0.64% April 2025 0.66% April 2025 |
$ 900,000 1,400,000 - 400,000 500,000 500,000 1,000,000 500,000 |
||
5,200,000 (2,300,000) |
||||
$ 2,900,000 |
-
(iii) In order to repay its bank loans and bonds payable which were issued previously, as well as to increase its working capital for the requirement of business development, the Company issued secured corporate bonds, which were approved at the Board of Directors’ meeting on May 13, 2020. The first secured corporate bonds were released with a period of five years, which amounted to $1,000, at par value, with a total amount of $2,500,000. The bonds were issued at full.
-
(iv) Refer to note 6(r) for the information of exposure to liquidity risk. The Company provided assets as collaterals for credit line of short-term and long-term borrowing, please refer to note (8).
(j)
Operating lease
The Company leases out its investment property. The Company has classified these leases as operating leases, because it does not transfer substantially all of the risks and rewards incidental to the ownership of the assets. Please refer to note 6(f) sets out information about the operating leases of investment property.
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A maturity analysis of lease payments, showing the undiscounted lease payments to be received after the reporting date were as follows:
| received after the reporting date were as follows: | ||
|---|---|---|
| Less than one year Between one and five years Total undiscounted lease payments |
December 31, 2020 $ 6,987 2,307 |
December 31, 2019 8,606 1,794 10,400 |
$ 9,294 |
The rental income earned by lease investment property both amounted to $2,919 in 2020 and 2019.
(k) Employee benefits
(i) Defined benefit plans
Reconciliation of defined benefit obligation at present value and plan asset at fair value were as follows:
| were as follows: | ||
|---|---|---|
| Present value of defined benefit obligations Fair value of plan assets Recognized liabilities for defined benefit obligations |
December 31, 2020 $ 31,145 (29,646) |
December 31, 2019 42,778 (33,623) |
$ 1,499 |
9,155 |
The Company makes defined benefit plan contributions to the pension fund account with Bank of Taiwan that provides pensions for employees upon retirement. The plans (covered by the Labor Standards Law) entitle a retired employee to receive retirement benefits based on years of service and average salary for the six months prior to retirement.
1) Composition of plan assets
The Company allocates pension funds in accordance with the Regulations for Revenues, Expenditures, Safeguard and Utilization of the Labor Retirement Fund, and such funds are managed by the Bureau of Labor Funds, Ministry of Labor. With regard to the utilization of the funds, minimum earnings in the annual distributions on the final consolidated financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with interest rates offered by local banks.
The Company's Bank of Taiwan labor pension reserve account balance amounted to $29,646 at the end of the reporting period. For information on the utilization of the labor pension fund assets, including the asset allocation and yield of the fund, please refer to the website of the Bureau of Labor Funds, Ministry of Labor.
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- 2) Movements in present value of the defined benefit obligations
The movements in present value of defined benefit obligations for the Company were as follows:
| Defined benefit obligation on January 1 Benefits paid by the plan Benefits paid by the Company Current service costs and interest Remeasurement of the net defined benefit liability (asset) Defined benefit obligation on December 31 |
2020 $ 42,778 (5,771) (981) 416 (5,297) |
2019 51,854 (4,181) (10,282) 1,093 4,294 42,778 |
|---|---|---|
$ 31,145 |
- 3) Movements of the fair value of defined benefit plan assets
The movements in the present value of the defined benefit plan assets for the Company were as follows:
| Fair value of plan assets on January 1 Contributions paid by the employer Benefits paid by the plan assets Expected return on plan assets Remeasurement of the net defined benefit liability (asset) Fair value of plan assets at 31 December |
2020 $ 33,623 317 (5,771) 208 1,269 |
2019 35,138 882 (4,181) 266 1,518 33,623 |
|---|---|---|
$ 29,646 |
- 4) Expenses recognized in profit or loss
The expenses recognized in profit or loss for the Company were as follows:
| Service cost Interest cost Expected return on plan assets Operating expense |
2020 $ 141 275 (208) |
2019 662 431 (266) 827 |
|---|---|---|
$ 208 |
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5) Actuarial assumptions
The following is the Company’s principal actuarial assumptions of defined benefit obligations on the reporting date:
| Discount rate Future salary increasing rate |
December 31, 2020 0.750% 3.500% |
December 31, 2019 0.750% 3.500% |
|---|---|---|
The expected allocation payment made by the Company to the defined benefit plans for the one year period after the reporting date was $319.
The weighted-average lifetime of the defined benefit plan is 10.32 years.
6)
- Sensitivity analysis
The impact of the present value of the defined benefit obligations affected by the actuarial assumptions for the year ended December 31, 2020 and 2019 were as follows:
| December 31, 2020 Discount rate Future salary increasing rate December 31, 2019 Discount rate Future salary increasing rate |
Influences of defined benefit obligation Increased 0.25% Decreased 0.25% |
|---|---|
| (482) 494 526 (452) (668) 687 731 (626) |
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown above. The method used in the sensitivity analysis is consistent with the calculation of pension liabilities in the balance sheets.
There is no change in the method and assumptions used in the preparation of sensitivity analysis for 2020 and 2019.
(ii) Defined contribution plans
The Company allocates 6% of each employee’s monthly wages to the labor pension personal account at Bureau of Labor Insurance in accordance with the provisions of the Labor Pension Act. Under this defined contribution plan, the Company allocates a fixed amount to the Bureau of Labor Insurance without additional legal or constructive obligations.
The Company recognized pension costs under the defined contribution method amounting to $3,287 and $3,099 for the years ended December 31, 2020 and 2019, respectively. Payment was made to the Bureau of Labor Insurance.
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(l) Income taxes
(i) Income tax expenses
The amount of income tax for 2020 and 2019 were as follows:
| 2020 Current tax expense $ 3,359 Deferred tax expense Recognition and reversal of temporary differences 172 172 $ 3,531 The amount of income tax recognized in other comprehensive income 2019 were as follows: 2020 Items that may not be reclassified subsequently to profit or loss Remeasurement in defined benefit plans $ 1,313 Items that may be reclassified subsequently to profit or loss Exchange differences on translation of foreign financial statements $ (366) Reconciliation of income tax and profit before tax for 2020 and 2019 was 2020 Profit before income tax $ 332,570 Income tax using the Company’s domestic tax rate 66,514 Tax exemption for investment income under the equity method (103,417) Dividend revenue-overseas 92,114 Surtax on unappropriated earnings - Realized investment loss (60,000) Unrecognized temporary differences and others 8,320 $ 3,531 |
2020 | 2019 23,740 10,375 10,375 34,115 for 2020 and 2019 (555) (179) as follows: 2019 357,957 71,591 (87,654) 26,612 11,507 - 12,059 34,115 |
|---|---|---|
| $ 3,359 | ||
172 |
||
| 172 | ||
| $ 3,531 |
||
66,514 (103,417) 92,114 - (60,000) 8,320 |
||
$ 3,531 |
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(ii) Deferred tax assets and liabilities
1) Unrecognized deferred tax liabilities
The Company is able to control the timing of the reversal of the temporary differences associated with investments in subsidiaries as at December 31, 2020 and 2019. Also, management considered it probable that the temporary differences will not be reversed in the foreseeable future. Hence, such temporary differences were not recognized under deferred tax liabilities. Details were as follows:
| Aggregate amount of temporary differences related to investments in subsidiaries Unrecognized deferred tax liabilities |
December 31, 2020 $ 8,159,395 |
December 31, 2019 9,045,845 1,809,169 |
|---|---|---|
$ 1,631,879 |
2) Recognized deferred tax assets and liabilities
Changes in the amount of deferred tax assets and liabilities for 2020 and 2019 were as follows:
| Deferred tax liabilities: Balance on January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2020 Balance on January 1, 2019 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2019 |
Defined benefit Plans |
Overseas investment income recognized under the equity method |
Land revaluation increment |
Others | Total 230,872 12 (366) |
||
|---|---|---|---|---|---|---|---|
| $ - - - |
160,486 - - |
70,792 - - |
(406) 12 (366) |
||||
| $ - |
160,486 | 70,792 | (760) |
230,518 |
|||
$ - - - |
149,897 10,589 - |
70,792 - - |
(219) (8) (179) |
220,470 10,581 (179) |
|||
| $ - |
160,486 | 70,792 | (406) |
230,872 |
| Deferred tax assets: Balance on January 1, 2020 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2020 Balance on January 1, 2019 Recognized in profit or loss Recognized in other comprehensive income Balance on December 31, 2019 |
Defined benefit Plans |
Overseas investment income recognized under the equity method |
Land revaluation increment |
Others | Total 3,976 (160) (1,313) |
||
|---|---|---|---|---|---|---|---|
| $ 3,221 (22) (1,313) |
- - - |
- - - |
755 (138) - |
||||
$ 1,886 |
- | - | 617 | 2,503 |
|||
$ 2,677 (11) 555 |
- - - |
- - - |
538 217 - |
3,215 206 555 |
|||
| $ 3,221 |
- | - | 755 | 3,976 |
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3) Assessment of tax
The Company's tax returns for the years through 2018 were assessed by tax authorities.
- (m) Capital and other equities
(i) Ordinary shares
As of December 31, 2020 and 2019, the authorized common stocks amounted to $3,600,000 with a par value of 10 New Taiwan dollars per share, in total of 360,000 thousand shares. All the ordinary shares were common stocks, and of which 197,485 thousand shares has been issued. All issued shares were paid upon issuance.
(ii) Capital surplus
In accordance with the ROC Company Act, realized capital surplus are distributed according to shareholding rates and can only be distributed as stock dividends or cash dividends after offsetting losses. The aforementioned capital surplus include share premiums and donation gains. In accordance with the Securities Offering and Issuance Guidelines, the amount of capital surplus to be reclassified under share capital shall not exceed 10 percent of the actual share capital amount.
The balances of capital surplus were as follows:
| Gain or loss on disposal of subsidiary Changes in equity of associates for using equity method |
December 31, 2020 $ 42,503 10,908 |
December 31, 2019 42,503 10,908 53,411 |
|---|---|---|
$ 53,411 |
(iii) Retained Earning
In accordance with the Company’s articles of incorporation, net earnings should first be used to offset the prior years’ deficits, if any, before paying any in income taxes, of the remaining balance, 10% is to be appropriated as legal reserve, and when there is a reduction in stockholders’ equity at the end of the year, the Company should appropriate the same amount as special reserve from retained earnings. The remainder and the accumulated unappropriated earnings of prior years are distributable as dividends to stockholders. The distribution rate is based on the proposal of the Company’s board of directors and should be approved in the stockholders’ meeting.
Dividends are paid in cash or stock from retained earnings, and the amount of cash dividends should not be less than 10% of total dividends.
1) Legal reserve
When the Company has no accumulated deficits on the books, the legal reserve can be converted to share capital or distributed as cash dividends, and only the portion of legal reserve that exceeds 25% of issued share capital may be distributed.
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2) Special reserve
By choosing to apply the exemptions granted under IFRS 1 "First-time Adoption of International Financial Reporting Standards" during the Company’s first-time adoption of the International Financial Reporting Standards approved by the Financial Supervisory Commission (IFRSs), unrealized revaluation gains recognized under shareholders’ equity. The increase in retained earnings occurring before the adoption date, due to the first-time adoption of IFRSs in accordance with Ruling No. 1010012865 issued by the Financial Supervisory Commission on 6 April 2012, shall be reclassified as a special reserve during earnings distribution. The carrying amount of special reserve amounted to $359,487 on December 31, 2020 and 2019.
In accordance with the guidelines of the above Ruling, a portion of current-period earnings and undistributed prior-period earnings shall be reclassified as a special reserve during earnings distribution. The amount to be reclassified should be equal to the difference between the total net current-period reduction of other shareholders’ equity resulting from the first-time adoption of IFRSs and the carrying amount of special reserve as stated above. Similarly, a portion of undistributed prior period earnings shall be reclassified as a special reserve (which does not qualify for earnings distribution) to account for cumulative changes to other shareholders’ equity pertaining to prior periods due to the first-time adoption of IFRSs. Amounts of subsequent reversals pertaining to the net reduction of other shareholders’ equity shall qualify for additional distributions.
3) Earnings distribution
Based on the resolutions of the annual stockholders’ meetings held on May 13, 2020 and June 18, 2019 the earning distribution to ordinary shareholders for the fiscal years 2019 and 2018 were as follows:
| fiscal years 2019 and 2018 were as follows: | |||
|---|---|---|---|
| Dividends distributed to ordinary shareholders Cash (iv) Other Equity (After tax) |
2018 | 2017 | |
| $ 157,988 |
315,975 |
| Other Equity (After tax) | |||
|---|---|---|---|
| January 1, 2020 Subsidiaries Associates December 31, 2020 |
Exchange differences on translation of foreign financial Statements $ (541,143) (614,306) 729 |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income 5,453 248,330 16,945 |
Total (535,690) (365,976) 17,674 (883,992) |
| $ (1,154,720) |
270,728 |
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| January 1, 2019 Subsidiaries Associates December 31, 2019 |
Exchange differences on translation of foreign financial Statements $ (263,496) (243,194) (34,453) $ (541,143) |
Unrealized gains (losses) from financial assets measured at fair value through other comprehensive income (15,387) 22,158 (1,318) |
Total (278,883) (221,036) (35,771) (535,690) |
|---|---|---|---|
5,453 |
-
(n) Earnings per share
-
(i) Basic earnings per share
The calculation of basic earnings per share at December 31, 2020 and 2019 were based on the profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding, calculated as follows:
- 1) Profit attributable to ordinary shareholders of the Company
| 2020 Profit attributable to ordinary shareholders of the Company $ 329,039 2) Weighted-average number of ordinary shares (thousands) 2020 Weighted-average number of ordinary shares (basic) 197,485 3) Basic earnings per share (NTD) 2020 Basic earnings per share $ 1.67 |
2020 | 2019 323,842 2019 197,485 2019 1.64 |
|---|---|---|
| $ 329,039 |
||
| 197,485 2020 |
||
| $ 1.67 |
- (ii) Diluted earnings per share
The calculation of diluted earnings per share at December 31, 2020 and 2019 were based on profit attributable to ordinary shareholders of the Company and the weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares, calculated as follows:
- 1) Profit attributable to ordinary shareholders of the Company (diluted)
| Profit attribute to ordinary shareholder of the Company |
2020 | 2019 323,842 |
|---|---|---|
| $ 329,039 |
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| 2) Weighted-average number of ordinary shares (diluted) (thousands) 2020 2019 Weighted-average number of ordinary shares (basic) 197,485 197,485 Effect on the employee stock bonuses 138 168 Weighted-average number of ordinary shares (diluted) 197,623 197,653 3) Diluted earnings per share (NTD) 2020 2019 Diluted earnings per share $ 1.66 1.64 (o) Revenue from contracts with customers (i) Disaggregation of revenue 2020 2019 Freight revenue-vessel chartering $ 55,096 61,046 Freight revenue-container hauling and logistics 556,353 1,219,685 Freight revenue-airline agent and others 37,613 32,628 $ 649,062 1,313,359 (ii) Contract balances December 31, 2020 December 31, 2019 Notes and accounts receivable (including related parties) $ 88,490 177,086 Less: allowance for impairment - - Total $ 88,490 177,086 |
2) Weighted-average number of ordinary shares (diluted) (thousands) 2020 2019 Weighted-average number of ordinary shares (basic) 197,485 197,485 Effect on the employee stock bonuses 138 168 Weighted-average number of ordinary shares (diluted) 197,623 197,653 3) Diluted earnings per share (NTD) 2020 2019 Diluted earnings per share $ 1.66 1.64 (o) Revenue from contracts with customers (i) Disaggregation of revenue 2020 2019 Freight revenue-vessel chartering $ 55,096 61,046 Freight revenue-container hauling and logistics 556,353 1,219,685 Freight revenue-airline agent and others 37,613 32,628 $ 649,062 1,313,359 (ii) Contract balances December 31, 2020 December 31, 2019 Notes and accounts receivable (including related parties) $ 88,490 177,086 Less: allowance for impairment - - Total $ 88,490 177,086 |
2) Weighted-average number of ordinary shares (diluted) (thousands) 2020 2019 Weighted-average number of ordinary shares (basic) 197,485 197,485 Effect on the employee stock bonuses 138 168 Weighted-average number of ordinary shares (diluted) 197,623 197,653 3) Diluted earnings per share (NTD) 2020 2019 Diluted earnings per share $ 1.66 1.64 (o) Revenue from contracts with customers (i) Disaggregation of revenue 2020 2019 Freight revenue-vessel chartering $ 55,096 61,046 Freight revenue-container hauling and logistics 556,353 1,219,685 Freight revenue-airline agent and others 37,613 32,628 $ 649,062 1,313,359 (ii) Contract balances December 31, 2020 December 31, 2019 Notes and accounts receivable (including related parties) $ 88,490 177,086 Less: allowance for impairment - - Total $ 88,490 177,086 |
|---|---|---|
| 197,623 | 197,653 |
|
2020 |
2019 1.64 |
|
| $ 1.66 |
||
| 2020 $ 55,096 556,353 37,613 |
2019 61,046 1,219,685 32,628 1,313,359 December 31, 2019 177,086 - 177,086 |
|
$ 649,062 |
||
December 31, 2020 $ 88,490 - |
||
| $ 88,490 |
For details on notes and accounts receivable and allowance for impairment, please refer to note (6)(d).
(p) Financial cost-Interest expense
The financial cost-interest expense in 2020 and 2019 were as follows:
| Bank loan Bonds payable |
2020 $ 10,747 59,709 |
2019 10,476 53,785 64,261 |
|---|---|---|
$ 70,456 |
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(q) Employee compensation and directors’ and supervisors’ remuneration
In accordance with the Company’s articles of incorporation, earnings shall first be used to offset against any deficit, then a range from 0.5% to 2% will be distributed as employee compensation, and a maximum of 2% will be allocated as director’s and supervisors’ remuneration.
As of December 31, 2020 and 2019, the Company recognized its employee compensation of $3,394 and $3,653, respectively, and its directors’and supervisors’remuneration of $3,394 and $3,653, respectively. The employee compensation and directors’ and supervisors’remuneration were recorded as operation expenses and were estimated based on the net profit before tax, excluding the employee compensation, and director’s and supervisors’ remuneration of each period, multiplied by the percentage of remuneration to employees, directors and supervisors as specified in the Company's articles. If there is difference between the aforementioned distribution approved in the board of directors and the estimation, it will be deal with changes in accounting estimation, and will be recognized in profit or loss next year.
As of December 31, 2019 and 2018, the Company recognized its employee compensation of $3,653 and $5,509, respectively, and its directors’and supervisors’remuneration of $3,653 and $5,509, respectively. There was no difference between the aforementioned distribution approved in the board of directors and the estimation in the 2019 and 2018 financial statements. Relative information is available on the MOPS.
(r) Financial Instruments
-
(i) Credit risk
-
1) Exposure to credit risk
The carrying amount of financial assets represents the maximum amount exposed to credit risk. As of December 31, 2020 and 2019, the maximum amount exposed to credit risk amounted to $1,896,561 and $567,910, respectively.
The aggregation of sales to the Company’s major customers exceeding 10% of the Company’s total sales accounted for 51% and 66% of the total net sales for the years ended December 31, 2020 and 2019, respectively. In order to reduce credit risk, the Company assesses the financial status of the customers and the possibility of collection of receivables in order to estimate an adequate allowance for doubtful accounts on a regular basis. The customers have had a good credit and profit record. The Company has never suffered any significant credit loss.
2) Credit risk of Receivables
For credit risk exposure of notes and accounts receivable, please refer to note (6)(d).
Other financial assets at amortized cost includes other receivables, other receivables-related parties, guarantee deposits, pledged assets-time deposit.
All of these financial assets are considered to have low risk, and thus, the impairment provision recognized during the period was limited to 12 months expected losses, with the measurement proving to have no impairment loss.
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(ii) Liquidity Risk
The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:
| December 31, 2020 Non-derivative financial liabilities: Notes and accounts payable (including related parties) Bonds payable Accrued expenses and other payables (recorded as other current liabilities) December 31, 2019 Non-derivative financial liabilities: Short-term borrowings Notes and accounts payable (including related parties) Bonds payable Accrued expenses and other payables (reorded as other current liabilities) |
Carrying Amount |
Contractual cash flows |
Within ayear |
1 ~ 2 years |
Over 2 years - (2,500,000) - |
|||
|---|---|---|---|---|---|---|---|---|
| $ 58,430 5,200,000 59,873 |
(58,430) (5,200,000) (59,873) |
(58,430) (2,300,000) (59,873) |
- (400,000) - |
|||||
$ 5,318,303 |
(5,318,303) |
(2,418,303) |
(400,000) | (2,500,000) | ||||
$ 1,299,883 110,709 3,100,000 56,885 |
(1,300,000) (110,709) (3,100,000) (56,885) |
(1,300,000) (110,709) (400,000) (56,885) |
- - (2,300,000) - |
- - (400,000) - |
||||
$ 4,567,477 |
(4,567,594) |
(1,867,594) |
(2,300,000) | (400,000) |
The Company is not expecting that the cash flows included in the maturity analysis could occur significantly earlier or at significantly different amount.
(iii) Exchange rate risk
The Company do not have significant exposure to foreign currency risk.
(iv) Interest Rate analysis
The following sensitivity analysis is based on the risk exposure to interest rate on the derivative and non-derivative financial instruments on the reporting date. Regarding the liabilities with variable interest rates, the analysis is on the basis of the assumption that the amount of assets and liabilities outstanding at the reporting date was outstanding throughout the year. The rate of change is expressed as the interest rate increases or decreases by 0.25% when reporting to management internally, which also represents management of the Company’s assessment on the reasonably possible interval of interest rate change.
If the interest rate had increased or decreased by 0.25%, the net profit before tax would have decrease or increased for the years ended December 31, 2020 and 2019 as follows:
| Increased 0.25% Decreased 0.25% |
2020 $ 689 (689) |
2019 (2,453) 2,453 |
|---|---|---|
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(v) Fair value information
- 1) The kinds of financial instruments and fair value
The Company’s financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income are based on repeatability measured by fair value. The following table shows the carrying amounts and fair values of financial assets and liabilities, including their levels in the fair value hierarchy. It shall not include fair value information of the financial assets and liabilities not measured at fair value if the carrying amount is a reasonable approximation of the fair value and lease liability.
| **December ** | **December ** | 31, 2020 | 31, 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| Fair Value | ||||||||
| Book | Level | 1 | Level 2 | Level 3 | **Total ** | |||
| value | ||||||||
| Financial assets at fair value | ||||||||
| through profit and loss | ||||||||
| Non derivative non-current | ||||||||
| financial assets | ||||||||
| mandatorily at fair value | ||||||||
| through profit or loss | $ | 24,961 | - | - | 24,961 | 24,961 | ||
| Domestic listed stocks | ||||||||
| under private placement | 119,098 | - | 119,098 | - | 119,098 | |||
| Total | $ | 144,059 |
||||||
| Financial assets at fair value | ||||||||
| through other | ||||||||
| comprehensive income | ||||||||
| Domestic listed stocks | $ | 515,262 |
515,262 | - | - | 515,262 | ||
| Financial assets measured | ||||||||
| at amortized cost | ||||||||
| Cash and cash equivalents | $ | 1,056,739 | - | - | - | - | ||
| 67,657 | - | - | - | - | ||||
| Notes and accounts | ||||||||
| receivables(including | ||||||||
| related parties) | 88,490 | - | - | - | - | |||
| Other receivables(including | ||||||||
| related party) | 18,898 | - | - | - | - | |||
| Refundable deposits | 406 | - | - | - | - | |||
| Pledged assets-time | 5,050 | - | - | - | - | |||
| deposits | ||||||||
| Total | $ | 1,237,240 | ||||||
| Financial liabilities | ||||||||
| measured at amortized | ||||||||
| cost | ||||||||
| Notes and accounts payable | $ | 1,980 |
- | - | - | - | ||
| Accounts payable-related | ||||||||
| party | 56,450 | - | - | - | - | |||
| Bonds payable | 5,200,000 | - | 5,200,000 | - | 5,200,000 | |||
| Accrued expenses and | ||||||||
| other payables(recorded | ||||||||
| as other current liabilities) | 59,873 | - | - | - | - | |||
| Total | $ | 5,318,303 |
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| Financial assets at fair value through profit or loss Non derivative non-current financial assets mandatorily at fair value through profit or loss Domestic listed common shares under private placement Financial assets measured at amortized cost Cash and cash equivalents Notes and accounts receivable (including related parties) Other receivables(including related parties) Refundable deposits Pledged assets-time deposits Total Financial liabilities measured at amortized cost Short-term borrowings Notes and accounts payable Accounts payable to related parties Bonds payable Accrued expenses and other payables (recorded as other current liabilities) Total |
December 31, 2019 | December 31, 2019 | December 31, 2019 | December 31, 2019 | ||
|---|---|---|---|---|---|---|
| Book value |
Fair Value | |||||
| Level 2 | Level 3 | |||||
| $ | - 31,046 - - - - - - - - 3,100,000 - |
|||||
| $ | ||||||
$ |
||||||
| $ |
- 2) Valuation techniques for financial instruments measured at fair value
A. Non-derivative financial instruments
A financial instrument is regarded as being quoted in an active market if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s-length basis. Whether transactions are taking place ‘regularly’ is a matter of judgment and depends on the facts and circumstances of the market for the instrument.
Quoted market prices may not be indicative of the fair value of an instrument if the activity in the market is infrequent, the market is not well-established, only small volumes are traded, or bid-ask spreads are very wide. Determining whether a market is active involves judgment.
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Measurements of fair value of financial instruments without an active market are based on valuation technique or quoted price from a competitor. Fair value, measured by using valuation technique that can be extrapolated from either similar financial instruments or discounted cash flow method or other valuation techniques, including models, is calculated based on available market data at the reporting date.
B. Derivative financial instruments
Measurement of the fair value of derivative instruments is based on the valuation techniques generally accepted by market participants such as the discounted cash flow or option pricing models.
- 3) Transfers between Level 1 and Level 2
There were no transfer from Level 1 to Level 2 of fair value of the asset during the December 31, 2020 and 2019.
- 4) Statement of changes in level 3
| Balance on January 1, 2020 Proceeds of capital reduction of investment Gains or losses: Recognized in profit or loss Balance on December 31, 2020 Balance on January 1, 2019 Gain or losses: Recognized in profit or loss Balance on December 31, 2019 |
Measured of fair value through profit or loss Non derivative mandatorily measured at fair value through profit or loss $ 25,545 (5,500) 4,916 |
|---|---|
$ 24,961 |
|
$ 25,788 (243) |
|
$ 25,545 |
The total gain or loss above are reported under valuation gains (losses) of financial assets at fair value through profit or loss.
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(s) Financial risk management
- (i) Briefings
The Company is exposed to the following risks arising from financial instruments :
-
1) Credit risk
-
2) Liquidity risk
3) Market risk
In this note expressed the information on risk exposure and objectives, policies and process of risk measurement and management. For detailed information, please refer to the related notes of each risk.
(ii) Structure of risk management
The Company’s finance department provides business services for the overall internal department. It sets the objectives, policies and processes for managing the risk and the methods used to measure the risk arising from both the domestic and international financial market operations.
The Company minimizes the risk exposure through financial instruments. The Board of Directors regulated the use of financial instruments in accordance with the Company’s policy about risks arising from financial instruments, such as interest rate risk, credit risk, the use of non-derivative financial instruments, and the investments of excess liquidity. The internal auditors of the Company continue with the review of the amount of the risk exposure in accordance with the Company’s policy and the risk management policies and procedures. The Company has no transactions in financial instruments (including derivative financial instruments) for the purpose of speculation.
(iii) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities.
- 1) Accounts receivable and other receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Company’s customer base, including the default risk of the industry and country in which customers operate, as these factors may have an influence on credit risk.
The Company has established a credit policy. Credit limits are established for each customer. Customers that fail to meet the Company’s benchmark creditworthiness may transact with the Company only on a prepayment basis.
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2) Investment
The credit risk exposure in the bank deposits, fixed income investments and other financial instruments are measured and monitored by the Company’s management. Since the Company’s transaction counterparties and contractually obligated counterparties are banks, financial institutes and corporate organizations with good credits, there are no compliance issues, and therefore no significant credit risk.
3) Guarantees
The Company is only permissible to provide financial guarantees to subsidiaries. Please refer to note (7) and (13)(a) for the information as of December 31, 2020 and 2019.
(iv) Liquidity risk
The Company manages sufficient cash and cash equivalents so as to cope with its operations and mitigate the effects of fluctuations in cash flows. The Company’s management supervises the banking facilities and ensures in compliance with the terms of the loan agreements.
The loans from the bank and the bonds payable are important sources of liquidity for the Company. Please refer to note (6)(i) for unused short-term bank facilities as of December 31, 2020 and 2019.
(v) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
1) Currency risk
The Company is exposed to currency risk on its investments that are denominated in US Dollars (USD). The Company uses natural hedging strategy in exposing the current and future currency risk that arises from cash flows of foreign currency asset and liability. Foreign currency gains (losses) from assets and liabilities are subsequently offset by foreign currency losses (gains) to hedge the foreign currency risk.
2) Interest rate risk
The Company borrows funds on interest rate, which has risk exposure to cash flow. The bonds payable are fixed-interest-rate debts. Changes in market interest rates lower the effect on future cash flow.
3) Other market price risk
The Company is exposed to equity price risk due to the investments in non-listing equity securities, corporate banks, listing equity securities that measure the fair value of the publicly quoted price, and quoted open-ended fund at fair value.
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(t) Capital management
The Company maintains the capital based on the current operating characteristics of the industry, future development, and changes in external environment, to assure there is financial resource and operating plan to support working capital, capital expenditures, and debt redemption and dividend payment and so on. The management decides the optimized capital by using appropriate debt-to-asset ratio. To maintain a strong capital base, the Company enhances the return on equity by optimizing debt-to-assets ratio. As of December 31, 2020 and 2019, the Company’s debt-to-assets ratio at the end of the reporting date was as follows:
| Total liabilities Total assets Debt-to-equity ratio |
December 31, 2020 $ 5,559,855 15,309,789 36 % |
December 31, 2019 4,829,010 14,763,373 33 % |
|---|---|---|
(u) Investing and financing activities not affecting current cash flow
The Company’s investing activities which did not affect the current cash flow in the years ended December 31, 2020 and 2019.
Reconciliation of liabilities arising from financing activities were as follows:
| Short-term borrowings Bonds payable Guarantee deposits (recorded as other non-current liabilities-others) Total liabilities from financial activities Short-term borrowings Bonds payable Guarantee deposits (recorded as other non-current liabilities-others) Total liabilities from financial activities |
January 1, 2020 $ 1,299,883 3,100,000 408 |
Cash flows (1,299,883) 2,100,000 - |
Non-cash changes Foreign exchange movement - - - |
December 31, 2020 - 5,200,000 408 5,200,408 December 31, 2019 1,299,883 3,100,000 408 4,400,291 |
|---|---|---|---|---|
| $ 4,400,291 |
800,117 |
- |
||
January 1, 2019 $ 799,837 3,100,000 516 |
Cash flows 500,046 - (108) |
Non-cash changes Foreign exchange movement - - - |
||
| $ 3,900,353 |
499,938 |
- |
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(7) Related-party transactions
- (a) Parent company and ultimate controlling party
CMT investment is the ultimate controlling party of the Company and owns 62.08% percent and 60.77% percent of all shares outstanding of the Company on December 31, 2020 and 2019, respectively. The Company has issued the consolidated financial statements available for public use.
- (b) Names and relationship with related parties
The followings are subsidiaries and entities that have had transactions with related parties during the periods covered in the financial statements:
| Name of related party Chinese Maritime Transport (S) Pte. Ltd. (CMTS) Chinese Maritime Transport (Hong Kong), Limited (CMT HK) CMT Logistics Co., Ltd. (CMTL) AGM Investment Ltd. (AGMI) Hope Investment Ltd. (HIL) Mo Hsin Investment Ltd. (MHI) Associated Transport Inc. (ATI) CMT Travel Service Ltd. (CMTTSL) United Nan Hai Petroleum Inc. (UNH) (Note 1) United Nan Hai Development Inc. (NHD) (Note 1) CMT Leasing Co., Ltd. (CMTLL) (Note 2) China Fortune Shipping Ptd Ltd. (CFR) China Enterprise Shipping PTE.Ltd. (CEP) China Prosperity Shipping Ltd.(CPS) China Peace Shipping Ltd. (CPC) China Progress Shipping Ltd. (CPG) China Pioneer Shipping Ltd. (CPN) China Pride Shipping Ltd. (CPD) CMT Chartering Ltd. (CHT) China Triumph Shipping Ltd. (CTU) China Trade Shipping Ltd. (CTD) China Harmony Shipping LTD. (CHM) China Honour Shipping Ltd. (CHN) |
Relationship with the Group |
|---|---|
| Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary |
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[CMT Investment Co., Limited (CHI) ]
[Chinese Maritime Transport Ship Management (Hong ] Kong) Limited (CIM)
[Chang-Shun Transport Co., Ltd. (CST) ]
[Huang-Yuen Transport Co., Ltd. (HYT) ]
[Mao-Hwa Transport Co., Ltd. (MHT) ]
[AG Prosperity Transport Co., Ltd. (APT) ]
[Pioneer Transport Co., Ltd. (PTL) ]
[AGCMT GROUP LTD. ]
[Associated International INC. (AII) ]
[Associated Development INC. (ADI) ]
[CMT Development INC. (CMD) ]
[Associated Internationl (Hong Kong) Limited ]
[Associated Group Motors Corp. (AGM) ]
Sub-subsidiary
Sub-subsidiary
Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary Sub-subsidiary The parent company
The entity with significant influence over the Company
A subsidiary of AII A subsidiary of AII Substantial related party
Associate
Note 1: The date of liquidation of UNH and NHD are October 30, 2020 and November 11, 2020, respectively. As of December 31,2020, UNH and NHD has yet to complete its liquidation procedures. Note 2: Dissolution completed in January, 2019.
-
(c) Significant related party transactions
-
(i) Freight cost
Subsidiary - ATI
| 2020 | 2019 Amount 1,156,914 |
|
|---|---|---|
| Amount |
The Company entrusts its subsidiaries to engage in container hauling business. The selling price is based on the market conditions and is paid according to the financial needs of the subsidiaries. Accounts payable to related parties due to the above transactions were as follows:
| transactions were as follows: | |
|---|---|
| Subsidiary-ATI | December 31, 2020 December 31, 2019 Amount Amount $ 56,450 107,019 |
| Amount $ 56,450 |
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- (ii) Vessel management and related collection and payment
The Company collects vessel management income from its subsidiaries (USD 10 thousand per vessel per month) and receives a commission of 1.25% on their monthly vessel chartering.
- 1) Vessel management revenue and unclear balances were as follows:
| Subsidiaries | Revenue | Revenue | Accounts Receivable- related-parties December 31, 2020 December 31, 2019 - - |
|
|---|---|---|---|---|
| 2020 $ 35,143 |
2019 | December 31, 2020 - |
Accounts receivable from related parties were uncollateralized, and no expected credit loss (provisions for doubtful debt) was recognized after the assessment by the management.
- 2) Commission
| Subsidiaries | 2020 $ 19,721 |
2019 23,535 |
|---|---|---|
Due to the above-mentioned business, the Company collected and paid the miscellaneous expenses in ROC, and received income of vessel management from subsidiaries in advance. The amounts were as follows:
| Other current liabilities Subsidiaries Operating expense-rental expense The entities with significant influence over the Company |
2020 $ 7,945 |
2019 4,175 expense 2019 2,628 |
|---|---|---|
Operating 2020 $ 5,253 |
||
(iii) Operating expense-rental expense
The Company entered into service agreements with its related parties from March 2019 to February 2024. The prices are set in compliance with the market prices and the payment term is monthly.
- (iv) Guarantees and endorsements
The information of the Company as guarantors was as follows:
| Guarantees | Guaranteed subjects Bank loans |
December 31, 2020 |
December 31, 2019 4,130,811 |
|---|---|---|---|
| Subsidiaries | $ 3,019,345 |
The subsidiaries provided insurance contracts with collaterals to banks with the Company as guarantors.
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The information of the Company as guarantees was as follows:
| Guarantors Subsidiaries |
Guaranteed subjects Bank loans |
December 31, 2020 |
December 31, 2019 3,897 |
|---|---|---|---|
| $ 3,653 |
- (d) Key management personnel compensation
Key management personnel compensation comprised:
| Short-term employee benefits Post-employment benefits |
2020 | 2019 41,982 10,909 52,891 |
|---|---|---|
| $ 41,284 691 |
||
| $ 41,975 |
(8) Pledged assets
The carrying values of pledged assets were as follows:
| Assets | Subject | December 31, 2020 $ 5,456 277,293 |
December 31, 2019 5,456 277,293 |
|---|---|---|---|
| Other non-current financial assets (refundable deposits and pledged assets-time deposits) Land |
Guarantee for construction payment and import duty Short-term borrowings and credit lines |
||
$ 282,749 |
282,749 |
(9) Commitments and contingencies
(a) The Company had issued guarantee promissory notes amounting to $5,647,160 and $3,130,960 as of December 31, 2020 and 2019, respectively, as guarantee for bonds payable.
(b) As of December 31, 2020 and 2019, the subsidiaries of the Company still had several long-term leases of their ships with customers in effect. The ending periods of the contracts are from March 2021 to April 2022.
(10) Losses Due to Major Disasters: None
(11) Subsequent Events: None
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(12) Other
A summary of current-period employee benefits, depreciation and amortization, by function, is as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| By function **By item ** |
2020 | 2019 | ||||
| Cost of sales |
Operating expenses |
**Total ** | Cost of sales |
Operating expenses |
**Total ** | |
| Employee benefits Salary Labor and health insurance Pension Remuneration of directors Others Depreciation (Note 1) Amortization |
- - - - - - - |
84,254 5,660 3,495 14,551 3,358 6,770 3,212 |
84,254 5,660 3,495 14,551 3,358 6,770 3,212 |
- - - - - - - |
77,817 5,611 3,926 15,245 4,714 6,392 3,185 |
77,817 5,611 3,926 15,245 4,714 6,392 3,185 |
Note1: excluding the deduction of rental income of $140 for the years ended December 31, 2020 and 2019.
The information on the numbers of employees and employee benefits of the Company in 2020 and 2019 was as follows:
| Employee number Numbers of directors not as employee Average employee benefits Average salary Growth of average salary Remuneration of supervisors |
2020 57 |
2020 57 |
2019 57 |
|---|---|---|---|
| 2 | 2 |
||
| $ 1,759 |
1,674 |
||
$ 1,532 |
1,415 |
||
8.27% $ 1,152 |
8.27% |
4 |
|
720 |
Information about salary and remuneration of the Company (including directors, supervisors, managers and employee) are as follows:
(a) Employee:
Payments are made in accordance with the remuneration policy of the Company, and other factors such as educational background, working experiences and performance, are also taken into consideration.
(b) Managers:
Payments are made in accordance with the remuneration policy of the Company, the level of responsibility of the position and would be adjusted based on the change of the general salary level. Payments of bonus will consider the reference to the achievement rate of the overall operating performance and the examination result of individual performance.
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(c) Directors and supervisors:
Remuneration of directors and supervisors includes traveling expenses, remuneration, vehicle subsidy, board attendance fee and remuneration to directors and supervisors deriving from the distributable earnings. According to Article of Incorporation of the Company, the remuneration to directors and supervisors shall not exceed 2% of the distributable earnings and shall be approved by the Salary and Remuneration Committee; thereafter, to be discussed and approved by the Board of Directors for a resolution, which will be reported during the shareholders’ meeting for approval. Please refer to Note 6(q) for relevant details about Article of Incorporation of the Company.
(13) Other disclosures:
(a) Information on significant transactions:
The following is the information on significant transactions required by the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” for the Company:
(i) Loans to other parties:
| (i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
(i) Loans to other parties: |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In Thousands of New Taiwan Dollars) | |||||||||||||||||
| No | Name of lender |
Name of borrower |
Account name |
Relate d party |
Highest balance of financing to other parties during the period |
Ending balance |
Actual usage amount during the period |
Range of interest rates during the period |
Purposes of fund financing for the borrower (note 1) |
Transaction amount for business between two parties |
Reasons for short-ter m financing |
Allowanc e for bad debt |
Collateral | Individual funding loan limits (note 2) |
Maximum limit of fund financing (note 3) |
Note | |
Ite m |
Value | ||||||||||||||||
| 1 1 1 1 1 1 1 1 1 2 2 2 2 |
CMT HK CMT HK CMT HK CMT HK CMT HK CMT HK CMT HK CMT HK CMT HK ATI ATI ATI ATI |
CPN CHN CPD CPC CHM CMTS CPG CTD CTU CST MHT APT PTL |
Other receivabl e due from related parties 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
Y Y Y Y Y Y Y Y Y Y Y Y Y |
96,102 140,500 42,394 295,050 313,596 - 365,300 703,905 661,755 10,000 50,000 54,000 22,000 |
96,102 140,500 - 252,900 313,596 - 365,300 703,905 661,755 - - 38,000 14,000 |
96,102 140,500 - 252,900 313,596 - 365,300 703,905 661,755 - - 38,000 14,000 |
1.20% 1.20% 1.20% 1.20% |
2 2 2 2 2 2 2 2 2 1 2 1 1 |
- - - - - - - - - 113,344 - 118,050 55,279 |
Operating 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
- - - - - - - - - - - - - |
- - - - - - - - - - - - - |
8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 9,879,372 8,871,403 8,871,403 8,871,403 113,344 246,855 118,050 55,279 |
8,871,403 8,871,403 8,871,403 8,871,403 8,871,403 9,879,372 8,871,403 8,871,403 8,871,403 246,855 246,855 246,855 246,855 |
Transactions in the left column had been eliminated during the preparation of consolidated financial statements 〃〃〃〃〃 〃 〃 〃 〃 〃 〃 〃 |
Note 1: 1.Represents entities with business dealings. 2. Represents where an inter-company or inter-firm short-term financing facility is necessary.
Note 2 : For entities who have business with the Company, the amount of endorsements permitted for a single company shall not exceed the transaction amount in the last fiscal year and 40% of the lender’s net worth. For entities who have short-term financing needs, amount shall not exceed 40% of the lender’s net worth. The amount lendable to directly or indirectly wholly owned foreign subsidiaries is not limited by the restriction of 40% of the lender’s net worth, only the total amount lending limit shall still be no more than the net worth of each subsidiary.
Note 3: The total amount available for financing purposes shall not exceed 40% of lender’s net worth. Investee whose voting shares, directly or indirectly, owned by the Company is unrestricted by the limitation mentioned above; however, the amount available for financing shall not exceed 100% of net worth of the investee.
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(ii) Guarantees and endorsements for other parties:
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | ||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| No. | Name of guarantor |
Counter-party of guarantee and endorsement |
Limitation on amount of guarantees and endorsement s for a specific enterprise (note2, note3) |
Highest balance for guarantees and endorsement s during the period (note 4) |
Balance of guarantees and endorsemen ts as of reporting date (note 4) |
Actual usage amount during the period (note 4) |
Property pledged for guarantees and endorsement s(Amount) |
Ratio of accumulated amounts of eguarantees and ndorsements to net worth of the latest financial statements |
Maximum amount for guarantees and endorsements |
Parent company endorsements / guarantees to third parties on behalf of subsidiary |
Subsidiary endorsement s/ guarantees to third parties on behalf of parent company |
Endorsement s/ guarantees to guarantees to third parties on behalf of companies in Mainland China |
|
Name |
Relationsh ip with the Company |
||||||||||||
| 0 0 0 0 0 1 1 1 1 |
THE COMPANY 〃 〃 〃 〃 CMT HK 〃 〃 〃 |
ATI CTU CTD CFR CPN CHN CEP CHM THE COMPANY |
Subsidiary Sub-subsidi ary 〃 〃 〃 Subsidiary 〃 〃 Parent company |
14,624,901 14,624,901 14,624,901 14,624,901 14,624,901 13,307,104 13,307,104 13,307,104 13,307,104 |
100,000 632,250 632,250 1,249,045 1,264,500 851,149 898,636 916,622 3,653 |
- 252,900 252,900 1,249,045 1,264,500 698,004 898,638 916,622 3,653 |
- 126,450 189,675 558,783 516,659 667,375 666,884 454,608 3,653 |
- - - - - - - - - |
- % 2.59% 2.59% 12.81% 12.97% 7.16% 9.22% 9.40% 0.04% |
14,624,901 14,624,901 14,624,901 14,624,901 14,624,901 13,307,104 13,307,104 13,307,104 13,307,104 |
Y Y Y Y Y - - - - |
- - - - - - - - Y |
- - - - - - - - - |
Note1: The total amount of external endorsements and/or guarantees shall worth no more than 150% of the Company’s net worth. Among which the amount of endorsements/ guarantees for any single (1) whose voting shares are 100% owned by the Company shall not exceed 150% of the Company’s net worth. (2) company whose more than 80% voting shares are owned by the Company shall not exceed 30% of the Company’s net worth.
Note2: CMT HK’s total amount of external endorsements/ guarantees shall not exceed 150% of its net worth. Among which, the amount of endorsements/ guarantees for any single (1) investee who has, directly or indirectly, 100% voting shares of the Company and whose voting shares are 100% owned by the Company shall not exceed 150% of the Company’s net worth. (2) an entity who has more than 80% voting shares and is owned directly by the Company shall not exceed 30% of the Company’s net worth. (3) an entity who has less than 80% voting shares and is owned directly by the Company shall not exceed 10% of the Company’s net worth.
Note3: The amount was translated to the NTD at the exchange rates at the reporting date.
- (iii) Securities held at reporting date (excluding investment in subsidiaries, associates and joint ventures):
| (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | (In Thousands of New Taiwan Dollars) | ||||
|---|---|---|---|---|---|---|---|---|
| Name of holder |
Category and name of security |
Relationship with company |
Account title |
Ending balance | Note | |||
| Shares/Units (thousands) |
Carrying value |
percentage of ownership (%) |
Fair value / net value |
|||||
| THE COMPANY 〃 〃 HIL 〃 HIL MHI |
Yang Ming Marine Transport Corporation Asia Pacific Emerging Industry Venture Capital Co., Ltd. Taiwan Navigation Co., Ltd. CHINA CONTAINER TERMINAL CORP. SEA & LAND INTERATED CORP. DIMERCO EXPRESS CORPORATION DIMERCO EXPRESS CORPORATION CHINA CONTAINER TERMINAL CORP. |
- - - - - - - |
Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Current financial assets at fair value through other comprehensive income Non-current financial assets at fair value through profit or loss Non-current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Current financial assets at fair value through profit or loss Non-current financial assets at fair value through other comprehensive income |
4,798 1,950 24,420 23,788 3,187 3,285 6,288 5,610 |
119,098 24,961 515,262 544,745 64,855 217,796 416,895 128,469 |
0.18 % 2.78 % 5.85 % 16.03 % 4.07 % 2.61 % 4.99 % 3.78 % |
119,098 24,961 515,262 544,745 64,855 217,796 416,895 128,469 |
-
(iv) Individual securities acquired or disposed of with accumulated amount exceeding the lower of NT$300 million or 20% of the capital stock: None
-
(v) Acquisition of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None
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-
(vi) Disposal of individual real estate with amount exceeding the lower of NT$300 million or 20% of the capital stock: None
-
(vii) Related-party transactions for purchases and sales with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
(In Thousands of New Taiwan Dollars)
| Name of company |
Related party |
Nature of relationship |
Transaction details | Transaction details | Transaction details | Transaction details | Transactions with terms different from others |
Transactions with terms different from others |
Notes/Accounts receivable (payable) |
Notes/Accounts receivable (payable) |
Note |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchase/ Sale |
Amount |
Percenta ge of total purchase s/sales |
Payment terms |
Unit price |
Payment terms |
Ending balance |
Percentage of total notes/acco unts receivable (payable) |
||||
| THE COMPANY ATI CST ATI MHT ATI APT ATI |
ATI THE COMPANY ATI CST ATI MHT ATI APT |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
Freight cost Freight revenue Freight revenue Freight cost Freight revenue Freight cost Freight revenue Freight cost |
528,595 (528,595) (113,294) 113,294 (100,434) 100,434 (122,524) 122,524 |
96% (50)% (99)% 12% (99)% 11% (100)% 13% |
Depending on the demand for funding of subsidiaries 〃 〃 〃 〃 〃 〃 〃 |
- - - - - - - - |
(56,450) 56,450 21,552 (21,552) 17,314 (17,314) 13,367 (13,367) |
(97)% 30% 100% (14)% 100% (11)% 100% (9)% |
Note 1 〃 〃 〃 〃 〃 〃 |
Note1: Transactions in the left column had been eliminated during the preparation of consolidated financial statements.
- (viii) Receivables from related parties with amounts exceeding the lower of NT$100 million or 20% of the capital stock:
| or 20% of the capital stock: | or 20% of the capital stock: | or 20% of the capital stock: | or 20% of the capital stock: | or 20% of the capital stock: | |||||
|---|---|---|---|---|---|---|---|---|---|
| (In Thousands of New Taiwan Dollars) | |||||||||
| Name of company |
Counter-party | Nature of relationship |
Ending balance |
Turnover rate |
Overdue | Amounts received in subseque ntperiod |
Allowance for bad debts |
Note |
|
| Amount | Action taken |
||||||||
| CMT HK 〃 〃 〃 〃 〃 |
CTD CTU CHM CPC CHN CPG |
Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary |
703,905 661,755 313,596 252,900 140,500 365,300 |
Note1 〃 〃 〃 〃 〃 |
- - - - - - |
- - - - - - |
- - - - - - |
Note 2 〃 〃 〃 〃 〃 |
Note1: Accounts receivable from related parties are not applies for turnover rate.
Note2: Transactions in the left column had been eliminated during the preparation of consolidated financial statements.
- (ix) Trading in derivative instruments: None
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(b) Information on investees:
The following is the information on investees for the year ended December 31, 2020:
(In Thousands of Shares) (In Thousands of New Taiwan Dollars)
| Name of investor |
Name of investee |
Location | Main Businesses and Products |
Original Investment Amount |
Original Investment Amount |
Balance as of December 31, 2020 | Balance as of December 31, 2020 | Balance as of December 31, 2020 | Net Income | Net Income | |
|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 |
December 31, 2019 |
Shares (thousands) |
Percentage of Ownership |
Carrying Value |
(Losses) of the Investee |
Share of profits/losses of investee |
|||||
| The Company 〃 〃 〃 〃 〃 〃 〃 The Company 〃 〃 〃 〃 CMTS 〃 CMT HK 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 HIL ATI 〃 〃 〃 |
CMTS CMT HK CMTL AGMI HIL MHI ATI TNCL CMTTSL TGEM UNH UHD AGM CFR CEP CPS CPG CPC CHT CPN CPD CTD CTU CHM CHN CHI CIM CMTS TNCL CST HYT MHT APT PTL |
Singapore Hong Kong Taiwan 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Singapore 〃 Hong Kong Hong Kong 〃 〃 〃 〃 〃 〃 〃 〃 〃 Singapore Taiwan 〃 〃 〃 〃 〃 |
Investment holding of ship-owning companies Investment holding of ship-owning companies Warehouse management Investment 〃 〃 Container trucking Bulk-carrier transportation Travel Bulk-carrier transportation Gasoline international trade Investment Automobile and its parts manufacturing Bulk-carrier transportation 〃 〃 〃 〃 Bulk-chartering services Bulk-carrier transportation 〃 〃 〃 〃 〃 Investment management 〃 Investment holding of ship-owning companies Bulk-carrier transportation Container trucking 〃 〃 〃 〃 |
4,282 34,356 734,058 1,000 685,000 271,300 500,000 Note5 20,000 601,200 - - 30,000 646,300 649,110 56,200 168,600 154,550 281 674,400 1,180,200 365,300 365,300 421,500 421,500 281 28,100 1,331,940 - 86,642 28,932 30,568 30,719 30,000 |
4,282 34,356 689,558 1,000 785,000 101,300 500,000 1,007,412 20,000 601,200 1,000 1,000 30,000 646,300 649,110 56,200 168,600 154,550 281 674,400 1,180,200 365,300 365,300 421,500 421,500 281 28,100 1,331,940 321,956 86,642 28,932 30,568 30,719 30,000 |
217 12,000 23,650 100 68,500 27,130 50,000 Note5 2,000 61,623 - - 3,000 29,900 23,100 2,000 6,000 5,500 10 240 420 13,000 13,000 150 150 - 10.0 62,918 Note6 8,200 3,000 3,000 3,000 3,000 |
0.34% 100% 100% 100% 100% 100% 100% - % 100% 12% - % - % 30% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% - % 100% 100% 100% 100% 100% |
4,898 8,871,403 1,098,956 969 1,043,302 547,896 617,139 Note5 4,247 605,622 - - 24,670 703,988 649,551 56,415 187,223 178,818 5,320 753,703 1,154,209 356,194 417,454 422,570 418,807 (510) 28,751 1,435,690 Note6 94,868 31,838 54,850 38,446 26,125 |
(904) 101,034 42,531 (45) 59,356 224,931 33,381 Note5 (1,514) 243,945 (34) (34) (12,357) 243 3,931 (56) 23,135 (422) (115) 29,885 (11,464) (28,757) 37,509 39,156 33,606 (158) 240 (904) Note6 2,767 (3,148) 11,672 2,368 (2,817) |
(3) 101,034 42,531 (45) 59,356 224,931 33,381 31,920 (1,514) 29,273 (34) (34) (3,707) Has been recognized as investment incomes(losses) by CMTS 〃 Has been recognized as investment incomes(losses) by CMT HK 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Has been recognized as investment incomes(losse s) by ATI - - - - |
Note1、Note4 〃 〃 〃 〃 〃 〃 Note5 Note1、Note4 Note2 Note1、Note4 〃 Note2 Note1、Note3 、Note4 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Note6 Note1、 Note4 〃 〃 〃 〃 |
Note1: Subsidiaries controlled by the parent company. Note2: Investees affected by the comprehensive shareholdings of the Group. Note3: The amount was translated to the NTD at the exchange rates at the reporting date.
Note4: The account had been written off during the preparation of consolidated financial statements. 。 Note5: A part of shares had been disposed in December 2020. The investment had been reported as current financial assets at fair value through other comprehensive income. Note6: All shares were disposed in 2020.
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-
(c) Information on investment in mainland China:None
-
(d) Major shareholders:
| Major shareholders: | ||
|---|---|---|
| Shareholder’s Name | Shares | Percentage |
| AGCMT GROUP LTD. | 79,685,475 | 40.35% |
| Associated International INC. (AII) | 42,924,297 | 21.73% |
(14) Disclosures required for securities firm investing in countries or regions without securities authority
Please refer to the 2020 consolidated financial statements.
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6.6 Evaluation Basis for Asset & Liability Valuation Provisions
| 6.6 Eval | uation Basis for Asset & | Liability Valuation Provisions |
|---|---|---|
| Item | Asset/Liability | Evaluation Basis |
| 1 | Loss Allowance | 1. The Financial Supervisory Commission announced a switch to IFRS 9 on Jan. 1, 2018. Consolidated companies should use the simplified method to estimate anticipated credit losses for all bills and accounts receivable, and account for duration when determining the amount of anticipated credit loss. Consolidated companies should group customers by credit risk characteristics (e.g. a customer's ability to meet the payment terms stated in their contract), and weigh overall economic and industry data. Impairment losses should be recognized or reversed based on the number of days a customer's payment is delinquent per the customer's contract and the weighted average rate of expected credit loss. 2.Shipping income from time charters is received 15 days in advance. |
| 2 | Accumulated Impairment Losses |
Ships regarded as “property, plant and equipment” are evaluated based on their acquisition cost. At the end of the period, valuations from Clarkson Valuations Ltd. or other credible providers are used to evaluate the impairment of assets, if any. |
6.7 Financial Product Valuation
The company’s financial product valuation is disclosed in Note 4 (7) and Note 6 (20) of the consolidated financial report in this publication.
6.8 If the company or its affiliates have experienced financial difficulties in the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, the annual report shall explain how said difficulties will affect the company's financial situation: Not applicable.
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7. Financial Performance and Risk Management
7.1 Financial Status
Material Changes to Assets, Liabilities, and Equity in the Last Two Fiscal Years
| Material Changes to Assets, Liabilities, and Equity in the Last Two Fiscal Years | Material Changes to Assets, Liabilities, and Equity in the Last Two Fiscal Years | Material Changes to Assets, Liabilities, and Equity in the Last Two Fiscal Years | Material Changes to Assets, Liabilities, and Equity in the Last Two Fiscal Years | Material Changes to Assets, Liabilities, and Equity in the Last Two Fiscal Years |
|---|---|---|---|---|
| Unit: NT$1,000 | ||||
| Year Line Item |
2020 | 2019 | Increase (Decrease) Amount |
Increase (Decrease) % |
| Current Assets | 5,078,230 | 3,959,012 | 1,119,218 | 28.27 |
| Non-current Assets | 14,405,607 | 15,997,607 | (1,592,000) | (9.95) |
| Property, Plant and Equipment |
12,101,344 | 13,549,411 | (1,448,067) | (10.69) |
| Other Assets | 2,304,263 | 2,448,196 | (143,933) | (5.88) |
| Total Assets | 19,483,837 | 19,956,619 | (472,782) | (2.37) |
| Current Liabilities | 3,504,621 | 3,109,700 | 394,921 | 12.70 |
| Non-current Liabilities | 6,229,282 | 6,912,556 | (683,274) | (9.88) |
| Total Liabilities | 9,733,903 | 10,022,256 | (288,353) | (2.88) |
| Equity Attributable to Owners of the Parent |
||||
| Common Stock | 1,974,846 | 1,974,846 | 0 | 0 |
| Capital Reserve | 53,411 | 53,411 | 0 | 0 |
| Retained Earnings | 8,605,669 | 8,441,796 | 163,873 | 1.94 |
| Other Equity Interest | (883,992) | (535,690) | (348,302) | 65.02 |
| Non-controlling Interest | 0 | 0 | 0 | 0 |
| Total Equity | 9,749,934 | 9,934,363 | (184,429) | (1.86) |
| Line items that increased or decreased by over 20 percent in the last two fiscal years and main reason(s) for the change: 1. Current assets increased by 28.27 percent primarily due to an increase in “financial asset at fair value through gain or loss” calculations. 2.Other equity interest increased by 65.02 percent primarily due to the appreciation of the NT dollar at the end of the period, which resulted in currency exchange differences in the financial reports of foreign operating institutions. |
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7.2 Financial Performance
Material Changes to Operating Revenues and Profit in the Last Two Fiscal Years
| Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 | Unit: NT$1,000 |
|---|---|---|---|---|
| Year Line Item |
2020 | 2019 | Increase (Decrease) Amount |
Increase (Decrease)% |
| Operating Revenues | 3,131,115 | 3,762,725 | (631,610) | (16.79) |
| Operating Cost | 2,583,263 | 2,933,577 | (350,314) | (11.94) |
| Operating Profit | 547,852 | 829,148 | (281,296) | (33.93) |
| Operating Expenses | 376,341 | 369,497 | 6,844 | 1.85 |
| Operating Income | 171,511 | 459,651 | (288,140) | (62.69) |
| Non-operating Income and Expenses |
180,548 | (81,393) | 261,941 | 321.82 |
| Profit Before Income Tax | 352,059 | 378,258 | (26,199) | (6.93) |
| Income Tax Expense | 23,020 | 54,416 | (31,396) | (57.70) |
| Profit for the Year | 329,039 | 323,842 | 5,197 | 1.60 |
| Other Comprehensive Income |
(355,480) | (260,319) | (95,161) | (36.56) |
| Total Comprehensive Income |
(26,441) | 63,523 | (89,964) | (141.62) |
| Basic Earnings Per Share (NT$) |
1.67 | 1.64 | (0.03) | 1.83 |
| Line items that increased or decreased by over 20 percent in the last two fiscal years and main reason(s) for the change: 1. Operating profit and operating income decreased by, respectively, 33.93 percent and 62.69 percent primarily due to a decrease in operating revenues and a higher operating cost ratio. 2. Non-operating income increased by 321.82 percent primarily due to an increase in “financial asset at fair value through profit or loss” income. 3. Income tax expense decreased by 57.7 percent primarily due to realized capital losses and an increase in exempt income. 4. Other comprehensive income decreased by 36.56 percent primarily due to an increase in "unrealized valuation at fair value through gain or loss" income; and the appreciation of the NT dollar at the end of the period, which resulted in currency exchange differences in the financial reports of foreign operating institutions. 5.Totalcomprehensiveincome decreased by141.62percent,forthe samereasonasNo. 4. |
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7.3 Cash Flow
7.3.1 Material Changes to Consolidated Cash Flow in the Last Fiscal Year
Unit: NT$1,000
| Unit: NT$1,000 | Unit: NT$1,000 | ||||
|---|---|---|---|---|---|
| Cash Balance at Beginning of Period |
Net Cash Inflow from Operating Activities in the Period |
Cash Outflow in the Period |
Cash Balance | Plans for Correcting Illiquidity |
|
| Investment | Financing | ||||
| 3,288,046 | 876,966 | 423,038 | 3,741,974 | - | - |
| Changes in Cash Flow in the Last Fiscal Year 1. Operating activities: Net cash inflow was NT$876,966,000 primarily due to cash inflow from operations. 2. Investment activities: Net cash outflow was NT$172,703,000 primarily due to an increase in strategic long-term investments. 3. Financing activities: Net cash outflow was NT$83,557,000 primarily due to repayment of long- term loans and distributionofcashdividends. |
- 7.3.2 Changes to Consolidated Cash Flow in the Upcoming Year
Unit: NT$1,000
| Cash Balance at Beginning of Period |
Net Cash Inflow from Operating Activities in the Period |
Cash Outflow in the Period |
Cash Balance | Plans for Correcting Illiquidity |
Plans for Correcting Illiquidity |
|---|---|---|---|---|---|
| Investment | Financing | ||||
| 3,741,974 | 851,111 | 1,750,199 | 2,842,886 | - | - |
| Changes in Cash Flow in the Upcoming Year 1. Cash outflow in the period will primarily be for repayment of ship loans and corporate bonds. 2. Plans for offsetting cash illiquidity: Not applicable |
7.4 Financial Impact of Major Capital Expenditures in the Last Fiscal Year
In response to the promulgation of ballast water management regulations by the International Marine Organization, the company spent US$1.02 million on equipment and installation in 2020. In trucking, the company replaced older container tractors with newer, safer models at a cost of NT$5.66 million. In logistics and warehousing, the company purchased heavy-lift reach stackers, electric reach stackers and trucks to improve container processing efficiency at a cost of NT$37.54 million. The company had the capital for these expenditures on hand and these outlays did not affect the company’s financial operations.
7.5 Reinvestment Policies and Investment Plans in Upcoming Year
Reinvestment Policies in the Last Fiscal Year: The company’s reinvestment policies focus on transport-related industries.
Main Reasons for Profit or Loss in the Last Fiscal Year: In the last fiscal year, consolidated net gains from recognized reinvestment profits and losses on the disposal of investments was NT$277,020,000. Plan for Improving Reinvestment Profitability: Not applicable
Investment Plans for the Upcoming Year: The company has no major investment plans for the upcoming year.
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7.6 Risk Management
- 7.6.1 The effect upon the company's profits (losses) of interest and exchange rate fluctuations and changes in the inflation rate, and response measures to be taken in the future in the last fiscal year and as of the publication date of this report:
Interest Rate:
As of the end of 2020, the consolidated company’s variable-rate financial liabilities totaled NT$3,375,373,000 and variable-rate financial assets totaled NT$1,286,516,000. If all other factors remained the same and the interest rate increased by a quarter of a percentage point, the consolidated company’s 2020 profit before tax would be NT$6,284,000 lower. The company issues fixed-rate bonds payable to lessen the impact of variable interest rate fluctuations on cash flow down the line.
Exchange Rate:
The consolidated company’s ship leasing revenues are recorded in US dollars, as are the majority of its loans and operating expenses. The vast majority of the consolidated company’s domestic revenues are recorded in NT dollars, as are domestic operating expenses. Therefore, the company has no financial assets or liabilities that are subject to major foreign exchange risk.
- 7.6.2 The company's policy regarding high-risk investments, highly leveraged investments, loans to other parties, endorsements, guarantees, and derivatives transactions; the main reasons for the profits/losses generated thereby; and response measures to be taken in the future:
The company does not participate in high-risk or highly leveraged investments.
As of Dec. 31, 2020, the company has no loans to other parties.
The company only acts as endorser or guarantor for its subsidiaries, and only on transactions benefiting the company’s overall business or needed for expansion. The company complies with the Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies when it or one of its offshore subsidiaries signs as joint guarantor to shipbuilders and loan banks when a new ship is built overseas. As of Dec. 31, 2020, the company has endorsed or guaranteed NT$3,019,345,000 for its subsidiaries.
- 7.6.3 Research and development work to be carried out in the future, and further expenditures expected for research and development work:
The company operates bulk shipping, trucking and warehouse logistics businesses and therefore has no research and development plans.
- 7.6.4 Effect on the company's financial operations of important policies adopted and changes in the legal environment at home and abroad, and measures to be taken in response:
The International Marine Organization’s Marine Environment Protection Committee enacted the Ballast Water Management Convention on Sept. 8, 2019. The company has finished installing ballast water treatment systems on most of its ships, with installation on the remaining ships scheduled during dock repairs in 2021. Apart from installation costs, there is lost revenue from ships being out of commission for around two weeks. Fuel sulfur content controls also went into effect on Jan. 1, 2020. The company has finished cleaning the oil tanks of its ships and the fleet has switched to low-sulfur fuel. Legal and regulatory changes did not have a significant impact on financial operations during the year.
- 7.6.5 Effect on the company's financial operations of developments in science and technology as well as industrial change, and measures to be taken in response:
The company is in the business of transport. To maintain the best operations possible, the company is constantly striving to improve and strengthen information system management through its driver daily report system, empty container depot system, container transport new dispatch system, truck maintenance system, etc. The incorporation of new systems has not only improved vehicle loading rate,
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but also improved overall container transport operations while lowering transport costs and raising customer satisfaction.
As global financial technology develops, the importance of information security increases with each passing day. Information security and personal information management are among the company’s top priorities. To ensure the confidentiality, integrity and availability of information assets and continuity of operations, the company’s information technology department uses various controls and measures to evaluate the likelihood and aftereffects of information security breaches and minimize the impact of potential cyberattacks. The department evaluates and assigns a threat level to the areas of information, information processing and processing facilities, information system management, and system vulnerabilities. Using risk level, risk response urgency and available resource measurements, the department sets an organizational acceptable risk level that is then used to assess the effectiveness of processing, execution and inspection plans.
The company’s risk management policy was submitted to and passed by the board on Dec. 8, 2020, with information security risks being a main focus. Information security management is the responsibility of the company’s information technology department. With the company’s audit office supervising, the department is also responsible for setting information security management policies and examining the information system operations of departments and subsidiaries. Information security inspections are also included in the company’s annual audit process and submitted to the board for review every year. The company has an excellent track record in this area and has no major operational risks to report.
Concrete information security management measures:
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(1) Installation of a secure network system, including domain management, network topology, antivirus software, and data encryption
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(2) Implementation of an information monitoring plan, including real-time network and server monitoring, daily network security monitoring, weekly server security monitoring, and monthly or quarterly server user account and permissions monitoring
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(3) Inspection of safety standards, and firewall and router configuration standards
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(4) Establishment of backup management policies and systems to support operating plans
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(5) Installation of software required for operations development
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(6) Expansion and training of information security team
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(7) Information security training and guidance for employees, including information security incident types, information security threats and sources of threats, potential computer environment risks, online threats, security risks in messaging software, and conveyance of message that information security is a collective responsibility
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7.6.6 Effect on the company's crisis management of changes in the company's corporate image, and measures to be taken in response:
The company is committed to corporate social responsibility and holds integrity, transparency, accountability and anti-corruption as its core values. In the last fiscal year, there were no management crises resulting from changes in the company’s corporate image.
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7.6.7 Expected benefits and possible risks associated with any merger and acquisition, and mitigation measures being or to be taken: None
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7.6.8 Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: Not applicable
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7.6.9 Risks associated with any consolidation of sales or purchasing operations, and mitigation measures being or to be taken:
With sales risks tied to accounts receivable, the company’s credit risk is affected by individual customers. The company therefore thoroughly analyzes the credit histories of new customers, and estimates and provisions a loss allowance reflecting losses from accounts receivable and notes
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receivable. The company monitors the financial positions of major customers to minimize credit risk and assess the recoverability of accounts receivable. With a customer base that holds excellent credit records, the company has never suffered a major customer-related credit loss.
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7.6.10 Effect upon and risk to the company in the event a major quantity of shares belonging to a director, supervisor, or shareholder holding greater than a 10 percent stake in the company has been transferred or has otherwise changed hands, and mitigation measures being or to be taken: There were no majorquantity share transfers.
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7.6.11 Effect upon and risk to company associated with any change in governance personnel or top management, and mitigation measures being or to be taken: Not applicable
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7.6.12 Litigious and non-litigious matters: List major litigious, non-litigious or administrative disputes that: (1) involve the company and/or any company director, any company supervisor, the general manager, any person with actual responsibility for the firm, any major shareholder holding a stake of greater than 10 percent, and/or any company or companies controlled by the company; and (2) have been concluded by means of a final and unappealable judgment, or are still under litigation. Where such a dispute could materially affect shareholders' equity or the prices of the company's securities, the annual report shall disclose the facts of the dispute, amount of money at stake in the dispute, the date of litigation commencement, the main parties to the dispute, and the status of the dispute as of the date of publication of the annual report: No major litigious matters.
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7.6.13 Other important risks, and mitigation measures being or to be taken: None
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7.6.14 Risk Management Implementation and Departments Responsible To reinforce corporate governance and ensure business goals are met, individual company departments are responsible for performing preliminary risk assessments. The audit office drafts an annual audit plan based on risk level as determined by internal controls and self-evaluations. The company has identified the following types of risk and assigned responsibility for each type to the following departments:
| Risk Type | Department Responsible |
Responsibilities of Department |
|---|---|---|
| Decision-making Risk | Board of Directors | Holding ultimate responsibility for risk management |
| Legal Risk | Legal Office | Managing litigious and non-litigious matters; ensuring legality of company policies |
| Investment Risk | Investment Office | Evaluating operating risks of target investment companies |
| Exchange Rate and Interest Rate Risk Liquidity Risk |
Finance Department |
Managing exchange and interest rate planning and hedging; managing liquidity risks and ensuring adequate cash flow for sustaining operations |
| Market Risk | All Business Departments |
Managing risk from long-term and spot market lease agreements, container haulage and freight forwarding |
| Ship Operations Risk | Ship Management Department |
Ensuring compliance with International Safety Management Code regulations and overseeing ship operations |
| Information Security Risk | Information Technology Department |
Managing security mechanisms and controls for information systems |
7.7 Other material information: None.
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8. Special Disclosures
8.1 Affiliate Overview
8.1.1 Consolidated Business Reports of Affiliates
8.1.1.1 Affiliate Chart
CMT Organization Chart of Affiliated Enterprises
==> picture [442 x 105] intentionally omitted <==
----- Start of picture text -----
CMT
Agency &
Shipping Logistics Investment
Travel
----- End of picture text -----
| Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
Shipping Agency & Travel Investment CMT Logistics |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Investment | |||||||||||||||||
| CMTHK 100% |
99.66% | Trucking | Terminal | CMT Branch | AGM 100% |
||||||||||||
| CCL 100% CPS 100% CPC 100% CPG 100% CPD 100% CPN 100% CTU 100% CTD 100% CHN 100% CHM 100% CHI 100% CIM 100% |
CMTS | ||||||||||||||||
| CCL 100% |
CFR | ATI 100% |
CMTL 100% |
TRV 100% |
|||||||||||||
| CIM 100% |
|||||||||||||||||
| .CHI CMT INVESTMENT CO., LIMITED .CIM CMT INTERNATIONAL MANAGEMENT CO., LIMITED .CMTS CHINESE MARITIME TRANSPORT (S) PTE LTD .CFR CHINA FORTUNE SHIPPING PTE. LTD. .CEP CHINA ENTERPRISE SHIPPING PTE. LTD. |
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8.1.1.2 Affiliate Information
Dec. 31, 2020
| Dec.31,2020 | ||||
|---|---|---|---|---|
| Name | Date of Incorporation |
Address | Paid-in Capital | Primary Business |
| Chinese Maritime Transport(S) Pte. Ltd. |
March 26, 1994 | #10-02 Orchard Towers (Rear Block), 1 Claymore Drive, Singapore 229594 |
US$47,550,000 | Investment and Shipping |
| China Fortune Shipping Pte. Ltd. |
Oct. 13, 2011 | Same as above | US$23,000,000 | Shipping |
| China Enterprise Shipping Pte. Ltd. |
June 3, 2013 | Same as above | US$23,100,000 | Shipping |
| Chinese Maritime Transport (Hong Kong), Ltd. |
Sept. 6, 2000 | Room 2202C 22/F Fairmont House, 8 Cotton Tree Drive, Central, Hong Kong |
US$1,050,000 | Investment and Shipping |
| China Prosperity Shipping Ltd. |
April 6, 2004 | Same as above | US$2,000,000 | Shipping |
| China Peace Shipping Ltd. | Jan. 7, 2004 | Same as above | US$5,500,000 | Shipping |
| China Progress Shipping Ltd. |
Jan. 7, 2004 | Same as above | US$6,000,000 | Shipping |
| China Pioneer Shipping Ltd. |
Sept. 13, 2007 | Same as above | US$24,000,000 | Shipping |
| CMT Chartering Ltd. | March 1, 2006 | Same as above | US$10,000 | Ship Leasing |
| China Pride Shipping Ltd. | May 3, 2008 | Same as above | US$42,000,000 | Shipping |
| China Trade Shipping Ltd. | May 12, 2010 | Same as above | US$13,000,000 | Shipping |
| China Triumph Shipping Ltd. |
May 12, 2010 | Same as above | US$13,000,000 | Shipping |
| China Harmony Shipping Ltd. |
June 13, 2013 | Same as above | US$15,000,000 | Shipping |
| China Honour Shipping Ltd. |
Dec. 6, 2013 | Same as above | US$15,000,000 | Shipping |
| CMT Investment Co., Ltd. | Dec. 27, 2013 | Same as above | US$10,000 | Investment |
| Chinese Maritime Transport Ship Management (Hong Kong) Ltd. |
Sept. 26, 2014 |
Same as above | US$1,000,000 | Management |
| Associated Transport Inc. | July 1, 2003 | 6 Gongjian North Road, Qidu District, Keelung City |
NT$500,000,000 | Container Trucking |
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| Name | Date of Incorporation |
Address | Paid-in Capital | Primary Business |
|---|---|---|---|---|
| Chang Shun Transport Ltd. | March 31, 1997 | 4F, 279 Bade Road, Section 2, Fengshan City, Kaohsiung City |
NT$82,000,000 | Container Trucking |
| Huang Yuen Transport Ltd. | April 14, 1997 | 2-1 Dongya Road, Siaogang District, Kaohsiung City |
NT$30,000,000 | Container Trucking |
| Mao Hwa Transport Ltd. | May 11, 2004 | 6 Gongjian North Road, Qidu District, Keelung City |
NT$30,000,000 | Container Trucking |
| Prosperity Transport Ltd. | June 18, 2005 | 472 Ziqiang Road, Wuqi District, Taichung City |
NT$30,000,000 | Container Trucking |
| Pioneer Transport Ltd. | Dec. 8, 2015 | 470 Yongmei Road, Yongping Borough, Yangmei District, Taoyuan City |
NT$30,000,000 | Container Trucking |
| CMT Logistics Co., Ltd. | Feb. 27, 1975 | 9F, 15 Jinan Road, Section 1, Taipei City |
NT$236,500,000 | Container Freight Station, Warehousing |
| AGM Investment Ltd. | May 10, 2004 | 4F, 15 Jinan Road, Section 1, Taipei City |
NT$1,000,000 | Investment |
| Hope Investment Ltd. | June 6, 2006 | 4F, 15 Jinan Road, Section 1, Taipei City |
NT$685,000,000 | Investment |
| Mo Hsin Investment Ltd. | Nov. 13, 2006 | 4F, 15 Jinan Road, Section 1, Taipei City |
NT$271,300,000 | Investment |
| CMT Travel Service Ltd. | March 23, 2010 | 12F, 15 Jinan Road, Section 1, Taipei City |
NT$20,000,000 | Travel |
| United Nan Hai Petroleum Inc. (*) |
April. 22, 2013 | 9F, 15 Jinan Road, Section 1, Taipei City |
NT$1,000,000 | International Gas and Diesel Trade |
| United Nan Hai Development Inc. (*) |
Dec. 10, 2015 | 2-1 Dongya Road, Siaogang District, Kaohsiung City |
NT$1,000,000 | Hospitality, Special Professional Zone Development |
Note: The affiliates listed above are all subsidiaries listed in the consolidated financial report.
*United Nan Hai Development Inc. was dissolved on Feb. 23, 2021; United Nan Hai Petroleum Inc. is in the process of being dissolved.
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8.1.1.3 Mutual shareholder information for companies presumed to have a relationship of control and subordination: None
-
8.1.1.4 Industries covered by the business operated by the affiliates overall:
-
The company and its affiliates primarily operate in the transport service industry, and its wholly owned offshore subsidiaries are engaged in bulk shipping, inland trucking and warehousing logistics. The company is also Saudi Arabian Airlines’ general agent (ticketing, visa applications, etc.) in Taiwan. The company also has investment company subsidiaries.
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8.1.1.5 Directors, Supervisors, and Presidents of Affiliates
Dec. 31, 2020
| Company | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
| No. Shares | % |
|||
| Chinese Maritime Transport(S) Pte. Ltd. | Director | John Y.K. Peng, William Peng, Muh-Haur Jou, James S.C. Tai |
216,834 (Note 1) |
0.34% |
| China Fortune Shipping Pte. Ltd. | Director | John Y.K. Peng, William Peng, Muh-Haur Jou, James S.C. Tai |
29,900,000 | 100% |
| China Enterprise Shipping Pte. Ltd. | Director | John Y.K. Peng, William Peng, Muh-Haur Jou, James S.C. Tai |
23,100,000 | 100% |
| Chinese Maritime Transport (Hong Kong), Ltd. |
Director | John Y.K. Peng, William Peng, Muh-Haur Jou, James S.C. Tai, Telvin Ju |
12,000,000 | 100% |
| China Prosperity Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 2,000,000 | 100% |
| China Peace Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 5,500,000 | 100% |
| China Progress Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 6,000,000 | 100% |
| CMT Chartering Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 10,000 | 100% |
| China Pioneer Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 240,000 | 100% |
| China Pride Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 420,000 | 100% |
| China Trade Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 13,000,000 | 100% |
| China Triumph Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 13,000,000 | 100% |
| China Harmony Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 150,000 | 100% |
| China Honour Shipping Ltd. | Director | William Peng, Muh-Haur Jou, James S.C. Tai, David Hsu | 150,000 | 100% |
| CMT Investment Co., Ltd. | Director | John Y.K. Peng, William Peng, Muh-Haur Jou | 100 | 100% |
| Chinese Maritime Transport Ship Management (Hong Kong) Ltd. |
Director | John Y.K. Peng, William Peng, Muh-Haur Jou | 10,000 | 100% |
| Chang Shun Transport Ltd. | Director Supervisor Chair President |
David Hsu, R.S. Cheng, Lu Shih-Yuan Derry Sun David Hsu David Hsu |
8,200,000 | 100% |
| Huang Yuen Transport Ltd. | Director Supervisor Chair President |
R.S. Cheng, Lu Shih-Yuan, David Hsu Derry Sun R.S. Cheng David Hsu |
3,000,000 | 100% |
| Associated Transport Inc. | Director Supervisor Chair President |
Telvin Ju, James S.C. Tai, David Hsu, R.S. Cheng, Stephen Tsung-Shu Wu Derry Sun Telvin Ju David Hsu |
50,000,000 | 100% |
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| Company | Title | Name or Representative | Shareholding | Shareholding |
|---|---|---|---|---|
| No. Shares | % |
|||
| Mao Hwa Transport Ltd. | Director Supervisor Chair President |
Lu Shih-Yuan, R.S. Cheng, David Hsu Derry Sun Lu Shih-Yuan David Hsu |
3,000,000 | 100% |
| Prosperity Transport Ltd. | Director Supervisor Chair President |
Lu Shih-Yuan, R.S. Cheng, David Hsu Derry Sun Lu Shih-Yuan David Hsu |
3,000,000 | 100% |
| Pioneer Transport Ltd. | Director Supervisor Chair President |
R.S. Cheng, David Hsu, Lu Shih-Yuan Derry Sun R.S. Cheng David Hsu |
3,000,000 | 100% |
| CMT Logistics Co., Ltd. | Director Supervisor Chair President |
Telvin Ju, Muh-Haur Jou, James S.C. Tai, David Hsu, Stephen Tsung-Shu Wu Derry Sun Telvin Ju Stephen Tsung-Shu Wu |
23,650,000 | 100% |
| AGM Investment Ltd. | Director Supervisor Chair |
Muh-Haur Jou, Telvin Ju, David Hsu Catherine Huang Muh-Haur Jou |
100,000 | 100% |
| Hope Investment Ltd. | Director Supervisor Chair |
Muh-Haur Jou, Telvin Ju, David Hsu Catherine Huang Muh-Haur Jou |
68,500,000 | 100% |
| Mo Hsin Investment Ltd. | Director Supervisor Chair |
Muh-Haur Jou, Telvin Ju, David Hsu Catherine Huang Muh-Haur Jou |
130,000 | 100% |
| CMT Travel Service Ltd. | Director Supervisor Chair |
Muh-Haur Jou, R.S. Cheng, David Hsu Catherine Huang Muh-Haur Jou |
2,000,000 | 100% |
| United Nan Hai Petroleum Inc. (Note 2) | Director Supervisor Chair |
Muh-Haur Jou, John Y.K. Peng, Telvin Ju Catherine Huang Muh-Haur Jou |
100,000 | 100% |
| United Nan Hai Development Inc. (Note 2) |
Director Supervisor Chair |
Muh-Haur Jou, John Y.K. Peng, Telvin Ju Catherine Huang Muh-Haur Jou |
100,000 | 100% |
-
Note 1: The company has a shareholding of 0.34 percent in CMTS; CMTHK has a 99.66 percent shareholding in CMTS.
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Note 2: United Nan Hai Development Inc. was dissolved on Feb. 23, 2021; United Nan Hai Petroleum Inc. is in the process of being dissolved.
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8.1.1.6 Affiliate Operations
| Company Name | Capital | Total Assets | Total Liabilities |
Net Worth | Operating Revenues |
Operating Profit/Loss |
Profit/Loss for the Year (After Tax) |
Earnings Per Share (Dollar) (After Tax) |
| Chinese Maritime Transport(S) Pte. Ltd.(Note 1) |
US$47,550 | US$96,974 | US$44,498 | US$52,476 | US$10,499 | US$821 | US$ 9 | US$0.0002 |
| China Fortune Shipping Pte. Ltd. |
US$23,000 | US$46,141 | US$20,292 | US$25,849 | US$5,415 | US$277 | (US$ 57) | (US$0.002) |
| China Enterprise Shipping Pte. Ltd. |
US$23,100 | US$47,715 | US$24,184 | US$23,531 | US$5,084 | US$764 | US$ 238 | US$0.01 |
| Chinese Maritime Transport (Hong Kong), Ltd. (Note 1) |
US$1,050 | US$437,075 | US$116,317 | US$320,758 | US$53,874 | US$4,617 | US$3,366 | US$0.281 |
| China Prosperity Shipping Ltd. |
US$2,000 | US$2,012 | US$4 | US$2,008 | 0 | 0 | (US$ 2) | (US$0.001) |
| China Peace Shipping Ltd. |
US$5,500 | US$15,569 | US$9,111 | US$6,458 | US$4,015 | (US$ 82) | (US$ 40) | (US$0.007) |
| China Progress Shipping Ltd. |
US$6,000 | US$20,073 | US$13,289 | US$6,784 | US$5,037 | US$704 | US$757 | US$0.126 |
| CMT Chartering Ltd. |
US$10 | US$190 | US$1 | US$189 | 0 | (US$6) | (US$4) | (US$0.39) |
| China Pioneer ShippingLtd. |
US$24,000 | US$49,721 | US$22,150 | US$27,571 | US$6,615 | US$1,224 | US$947 | US$3.945 |
| China Pride ShippingLtd. |
US$42,000 | US$41,958 | US$407 | US$41,551 | US$5,393 | (US$523) | (US$446) | (US$1.062) |
| China Trade ShippingLtd. |
US$13,000 | US$45,424 | US$32,032 | US$13,392 | US$4,194 | (US$954) | (US$1,039) | (US$0.08) |
| China Triumph ShippingLtd. |
US$13,000 | US$45,011 | US$29,449 | US$15,562 | US$6,500 | US$1,258 | US$1,205 | US$0.093 |
| China Harmony ShippingLtd. |
US$15,000 | US$44,030 | US$28,536 | US$15,494 | US$5,921 | US$1,693 |
US$1,431 | US$9.54 |
| China Honour ShippingLtd. |
US$15,000 | US$45,172 | US$29,922 | US$15,250 | US$5,701 | US$1,690 | US$1,243 | US$8.29 |
| CMT Investment Co.,Ltd. |
US$10 | US$2 | US$20 | (US$18) | 0 | (US$5) | (US$5) | (US$54) |
| Chinese Maritime Transport Ship Management (HongKong)Ltd. |
US$1,000 | US$1,024 | US$1 | US$1,023 | 0 | (US$6) | US$8 | US$0.81 |
| Associated Transport Inc. |
500,000 | 857,535 | 240,397 | 617,139 | 1,059,032 | 27,049 | 33,381 | 0.67 |
| Chang Shun Transport Ltd. |
82,000 | 105,483 | 10,570 | 94,868 | 114,661 | (689) | 2,767 | 0.34 |
| Huang Yuen Transport Ltd. |
30,000 | 40,199 | 8,362 | 31,838 | 53,839 | (4,534) | (3,148) | (1.05) |
| Mao Hwa Transport Ltd. |
30,000 | 64,211 | 9,360 | 54,850 | 101,392 | 14,578 | 11,672 | 3.89 |
| Prosperity Transport Ltd. |
30,000 | 88,259 | 49,812 | 38,446 | 122,524 | 3,078 | 2,367 | 0.79 |
| Pioneer Transport Ltd. |
30,000 | 45,015 | 18,890 | 26,125 | 54,853 | (3,283) | (2,817) | (0.94) |
| CMT Logistics Co., Ltd. |
236,500 | 1,654,439 | 553,501 | 1,100,938 | 402,659 | 51,213 | 43,200 | 1.83 |
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| Company Name | Capital | Total Assets | Total Liabilities |
Net Worth | Operating Revenues |
Operating Profit/Loss |
Profit/Loss for the Year (After Tax) |
Earnings Per Share (Dollar) (After Tax) |
|---|---|---|---|---|---|---|---|---|
| AGM Investment Ltd. |
1,000 | 1,019 | 50 | 969 | 0 | (50) | (45) | (0.45) |
| Hope Investment Ltd. |
685,000 | 1,148,423 | 105,119 | 1,043,304 | 145,596 | 145,378 | 59,356 | 0.87 |
| Mo Hsin Investment Ltd. |
271,300 | 547,945 | 50 | 547,895 | 225,077 | 224,931 | 224,931 | 8.29 |
| CMT Travel Service Ltd. |
20,000 | 4,609 | 363 | 4,247 | 183 | (1,936) | (1,514) | (0.76) |
Note 1: Consolidated figures are given.
8.1.2 Consolidated Financial Statements of Affiliated Enterprises
Declaration on the Consolidated Financial Statements of Affiliated Enterprises for Jan. 1, 2020 to Dec. 31, 2020:
Pursuant to government regulations:
If the companies required to be included in the consolidated financial statements of affiliated enterprises under the “Criteria Governing Preparation of Affiliation Reports, Consolidated Business Reports and Consolidated Financial Statements of Affiliated Enterprises” are the same as the companies required to be included in the consolidated financial statements of parent and subsidiary companies under IFRS 10, which is recognized by the Financial Supervisory Commission, and if relevant information that should be disclosed in the consolidated financial statements of affiliates has all been disclosed in the consolidated financial statements of parent and subsidiary companies, separate consolidated financial statements of affiliates are not required.
William Peng Chair
Mar. 19, 2021
8.1.3 Affiliation Report
Reports on Affiliations: Not applicable
8.2 Private Placement Securities
- Disclose where the company has carried out a private placement of securities during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None
8.3 Affiliate Holdings in the Company and Share Disposal
Holding or disposal of shares in the company by the company's subsidiaries during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report: None
8.4 Other Required Supplementary Information
Other matters that require additional description: None
8.5 Events with Material Impact on Equity or Share Price
If any of the situations listed in Article 36, Paragraph 3, Subparagraph 2 of the Securities and Exchange Act, which might materially affect shareholders' equity or the price of the company's securities, has occurred during the most recent fiscal year or during the current fiscal year up to the date of publication of the annual report, such situations shall be listed one by one: None
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