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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

  • 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”

  • Aug 2002 Company name changed from Associated Transport Ltd. to Chinese Maritime Transport Ltd.

  • Jun 2003 Order placed for two Capesize bulk carriers from Shanghai Waigaoqiao Shipbuilding Co.

  • 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

  • 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

  • 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.

  • Apr 2013 Delivery of 206,000-DWT Capesize bulk carrier “China Fortune” by Shanghai Waigaoqiao Shipbuilding Co.

  • Jun 2013 Order placed for one 208,000-DWT Capesize bulk carrier from Shanghai Waigaoqiao Shipbuilding Co.

  • Aug 2013 Order placed for one 180,000-DWT Capesize bulk carrier from Qingdao Beihai Shipbuilding Heavy Industry Co., Ltd.

  • Dec 2013 Order placed for one 180,000-DWT Capesize bulk carrier from Qingdao Beihai Shipbuilding Heavy Industry Co., Ltd.

  • Dec 2014 “Sky Blue No. 1” sold

  • 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.

  • Jan 2017 Delivery of 208,000-DWT Capesize bulk carrier “China Enterprise” by Shanghai Waigaoqiao Shipbuilding Co.

  • 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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----- Start of picture text -----

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
  • 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.

  • 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.

  • 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.

  • (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 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.

  • (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.

  • (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.

  • (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.

  • (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 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.
  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.

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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.

  1. 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.

  2. All payments from any company listed in the consolidated financial statement (including the company) to any of the company’s directors should be disclosed.

  3. All forms of remuneration by the company to its directors should be disclosed by director.

  4. 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.

  5. “Net income” refers to the net income reported on parent company-only or individual financial reports in the last fiscal year.

  6. 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.”

  7. 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.

  8. The names and remuneration to directors or supervisors that meet any of the following criteria should be disclosed:

  9. (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.

  10. (2) If the company had an insufficient director or supervisor shareholding percentage for three or more consecutive months in the last fiscal year.

  11. (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

  12. (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

  13. (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.

  14. (6) If the average annual salary of full-time, non-executive employees was less than NT$500,000 in the last fiscal year.

  15. 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.

-17-

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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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  1. Names of supervisors should be individually listed (corporate shareholders should be listed by both corporate name and name of representative.

  2. Remuneration to supervisors in the last fiscal year, including salary, allowances, severance, bonuses and rewards.

  3. Board-approved distribution of remuneration to supervisors in last fiscal year.

  4. 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.

  5. All payments from any company listed in the consolidated financial statement (including the company) to any of the company’s supervisors should be disclosed.

  6. All forms of remuneration by the company to its supervisors should be disclosed by supervisor.

  7. 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.

  8. “Net income” refers to the net income reported on parent company-only or individual financial reports in the last fiscal year.

  9. 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.”)

  10. 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.”

  11. 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.

-19-

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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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  1. 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).

  2. Salary, bonuses and severance paid to the president and vice president(s) in the last fiscal year.

  3. 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.

  4. 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.

  5. 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.

  6. All forms of remuneration by the company to its president and vice president(s) should be disclosed by executive officer.

  7. 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.

  8. “Net income” refers to the net income reported on parent company-only or individual financial reports in the last fiscal year.

  9. 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.”)

  10. 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.”

  11. 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.

  12. *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
  1. Names and titles should be individually listed but profit distribution can be disclosed in aggregate.

  2. 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.

  3. “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

  4. 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.

  5. 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%
  1. Corporate shareholders with representatives on the board should be listed by company name and representative name.

  2. (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:

  1. 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:

  2. (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.

  1. 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.
  1. 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.

  2. 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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  1. 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.

  1. 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.

  2. 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:

  1. 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.

  2. 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.

  3. 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."

  4. The company uses the internal control criteria categories listed above to evaluate the design and efficacy of its internal control system.

  5. 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.

  6. 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.

  7. 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

  • (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.

  • b. The company is able to meet the needs of shipping companies and freight forwarders with its high service quality.

  • 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.

  • 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:

    1. 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.

  1. 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:

  1. 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.

  2. 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.

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

  4. 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.

  5. 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.

  1. 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)

-82-

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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

-83-

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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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==> picture [85 x 28] intentionally omitted <==

  • (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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==> picture [85 x 28] intentionally omitted <==

(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

-87-

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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.

-88-

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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.

-89-

==> picture [85 x 27] intentionally omitted <==

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.

-90-

==> picture [85 x 28] intentionally omitted <==

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-

==> picture [85 x 27] intentionally omitted <==

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

-106-

==> picture [85 x 28] intentionally omitted <==

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

-109-

==> picture [85 x 27] intentionally omitted <==

  • (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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==> picture [85 x 27] intentionally omitted <==

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.

-111-

==> picture [85 x 27] intentionally omitted <==

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%

-112-

==> picture [85 x 28] intentionally omitted <==

(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

-113-

==> picture [85 x 27] intentionally omitted <==

  • (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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==> picture [85 x 28] intentionally omitted <==

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.

-115-

==> picture [85 x 27] intentionally omitted <==

  • 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

-116-

==> picture [85 x 28] intentionally omitted <==

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

-131-

==> picture [85 x 27] intentionally omitted <==

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.

-132-

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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

-133-

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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

-134-

==> picture [85 x 27] intentionally omitted <==

(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.

-135-

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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.

-136-

==> picture [85 x 27] intentionally omitted <==

(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.

-137-

==> picture [85 x 27] intentionally omitted <==

  • (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

-138-

==> picture [85 x 27] intentionally omitted <==

  • (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

-139-

==> picture [85 x 27] intentionally omitted <==

(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.

-140-

==> picture [85 x 27] intentionally omitted <==

(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

-141-

==> picture [85 x 27] intentionally omitted <==

  • (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

-142-

==> picture [85 x 28] intentionally omitted <==

(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

-143-

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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:

    1. 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.

  1. 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.

  1. 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:

  1. 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.

-146-

==> picture [85 x 27] intentionally omitted <==

  1. 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.

  2. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  3. 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.

  4. 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.

  5. 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

-147-

==> picture [85 x 27] intentionally omitted <==

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

-148-

==> picture [85 x 27] intentionally omitted <==

(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

-149-

==> picture [85 x 27] intentionally omitted <==

(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)

-150-

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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

-151-

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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;

  • ‧ 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

==> picture [85 x 27] intentionally omitted <==

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.

-189-

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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.

-190-

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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.

-191-

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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


-

-192-

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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

-193-

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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

-194-

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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.

-195-

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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

-196-

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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.

-197-

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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.

-198-

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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

-199-

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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

-200-

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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.

-201-

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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.

-202-

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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.

-203-

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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.

-204-

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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.

-205-

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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.

-206-

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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,

-207-

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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:

  • (1) Installation of a secure network system, including domain management, network topology, antivirus software, and data encryption

  • (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

  • (3) Inspection of safety standards, and firewall and router configuration standards

  • (4) Establishment of backup management policies and systems to support operating plans

  • (5) Installation of software required for operations development

  • (6) Expansion and training of information security team

  • (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

  • 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.

  • 7.6.7 Expected benefits and possible risks associated with any merger and acquisition, and mitigation measures being or to be taken: None

  • 7.6.8 Expected benefits and possible risks associated with any plant expansion, and mitigation measures being or to be taken: Not applicable

  • 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

-208-

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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.

  • 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.

  • 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

  • 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.

  • 7.6.13 Other important risks, and mitigation measures being or to be taken: None

  • 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.

-209-

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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.

  • 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.

  • 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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