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CSBC Audit Report / Information 2020

Nov 12, 2020

51982_rns_2020-11-12_53586375-19a0-4b98-bc02-a25a936b9334.pdf

Audit Report / Information

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CSBC CORPORATION, TAIWAN

PARENT COMPANY ONLY FINANCIAL

STATEMENTS AND INDEPENDENT AUDITORS’

REPORT DECEMBER 31, 2020 AND 2019


For the convenience of readers and for information purpose only, the auditors’ report and the accompanying financial statements have been translated into English from the original Chinese version prepared and used in the Republic of China. In the event of any discrepancy between the English version and the original Chinese version or any differences in the interpretation of the two versions, the Chinese-language auditors’ report and financial statements shall prevail.

~1~

INDEPENDENT AUDITORS’ REPORT TRANSLATED FROM CHINESE

PWCR20000481

To the Board of Directors and Shareholders of CSBC CORPORATION, TAIWAN

Opinion

We have audited the accompanying parent company only balance sheets of CSBC CORPORATION, TAIWAN (the “Company”) as at December 31, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the parent company only financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the parent company only financial position of the Company as at December 31, 2020 and 2019, and its parent company only financial performance and its parent company only 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 Attestation of Financial Statements by Certified Public Accountants and generally accepted auditing standards in the Republic of China. Our responsibilities under those standards are further described in the Auditors’ responsibilities for the audit of the parent company only financial statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountant of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

~2~

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Company’s 2020 parent company only financial statements. These matters were addressed in the context of our audit of the parent company only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.

Key audit matters for the Company’s 2020 parent company only financial statements are stated as follows:

Accounting estimates and assumptions for total cost of construction contracts

Description

Please refer to Note 4(27) for a description of the accounting policy on construction contracts. Please refer to Note 5 for critical accounting estimates and assumptions for total cost of construction contracts.

The Company is engaged in the business of designing and building of various ships and cruisers. Assumptions for estimated construction cost include cost for equipment, material, labor and etc. Data used for assumptions involves subjective judgement and accounting estimates and are highly uncertain. As a result, assumptions used are material to the total construction cost and further affects the calculation of construction profit.

As the data used for assumptions involves subjective judgement and accounting estimates are highly uncertain, this may affect the completeness and relevant assertions. Considering that the estimated total cost of construction contracts is material to the financial statements, therefore, we assessed that these accounting estimates and assumptions as one of the key audit matters for this year.

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

  1. Assessing the effectiveness of CSBC Company’s internal control regarding the estimation process of total cost of construction contract. This includes:

  2. (1) Whether the data used by management for estimates and assumptions is complete, relevant and accurate.

~3~

  • (2)Whether accounting estimates and assumptions have been reviewed and approved by proper management level.

  • (3)Whether the segregation of duties is appropriate.

  • Obtaining the Estimate at Completion Reports, selecting sample reports and verifying the accuracy, completeness and relevance of the data that was used for assumptions and estimations. Checking whether the use of estimates and assumptions in the Estimate at Completion Reports are appropriate.

  • Comparing cost at completion for the same or similar ships and then assessing the reasonableness of the Estimate at Completion Report.

Assessment of construction loss

Description

Please refer to Note 4(27) for a description of the accounting policy on construction contracts.

There is a concern regarding the oversupply in the shipbuilding industry worldwide. Customers tend to behave conservatively which causes a decline in ship prices. Thus, there is a high possibility of total construction cost exceeding total construction revenue. In accordance with the Company’s accounting policy on construction contracts, when there is a high possibility of total construction cost exceeding total construction revenue, estimated loss shall be recognised immediately.

The aforementioned estimated loss shall include constructions that have not yet been initiated. As the estimated loss is material to the financial statements, therefore, we assessed estimated loss as one of the key audit matters for this year.

How our audit addressed the matter

The scope of our audit responded to the risk as follows:

  1. Obtaining calculation table of construction in progress – construction income / loss. Checking whether it includes all the construction contracts including those contracts that have not yet been initiated.

  2. Testing the accuracy of calculation table by selecting samples and performing the following audit procedures:

  3. (1) Reviewing construction contracts and checking the contractual price and foreign exchange rates in order to verify the accuracy of calculation.

  4. (2) Verifying estimated total construction cost to management’s calculation in order to check the consistency of estimates and assumptions used.

~4~

Responsibilities of management and those charged with governance for the parent company only financial statements

Management of the Company is responsible for the preparation and fair presentation of the parent company only 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 parent company only financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company only 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 audit committee, are responsible for overseeing the Company’s financial reporting process.

Auditors’ responsibilities for the audit of the parent company only financial statements

Our objectives are to obtain reasonable assurance about whether the parent company only 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 generally accepted auditing standards 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 parent company only financial statements.

As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the parent company only 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.

~5~

  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 parent company only 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 parent company only financial statements, including the disclosures, and whether the parent company only financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  5. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the parent company only financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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.

~6~

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only 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.

TIEN, CHUNG-YU WANG,KUO-HUA

For and on behalf of PricewaterhouseCoopers, Taiwan March 18, 2021

------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.

As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.

~7~

CSBC CORPORATION, TAIWAN PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Assets Notes
6(1)
6(20)(24) and 7
6(2)(20)
6(2)(20) and 7
7
6(3)(20)
6(4) and 7
6(5)(32)
6(6)
6(7)
6(8)(9)
6(10)
6(30)
December 31, 2020
AMOUNT
%
$
1,157,664
3
4,523,505
12
1,169,869
3
20,311
-
26,127
-
15,445
-
1,266
-
2,349,362
7
9,896,704
27
245
-
19,160,498
52
1,233,871
3
11,306,002
31
3,500,944
9
212,918
1
21,345
-
1,530,700
4
53,083
-
17,858,863
48
$
37,019,361
100
December 31, 2019 December 31, 2019
AMOUNT
$
1,157,664
4,523,505
1,169,869
20,311
26,127
15,445
1,266
2,349,362
9,896,704
245
19,160,498
1,233,871
11,306,002
3,500,944
212,918
21,345
1,530,700
53,083
17,858,863
$
37,019,361
AMOUNT
$
4,066,638
5,587,133
1,292,410
6,289
100,636
16,675
1,329
1,824,592
5,261,850
9,240
18,166,792
199,025
10,931,031
3,805,463
211,506
10,040
1,544,000
64,036
16,765,101
$
34,931,893
%
Current assets
1100
Cash and cash equivalents
1140
Current contract assets
1170
Accounts receivable, net
1180
Accounts receivable - related parties
1200
Other receivables
1210
Other receivables - related parties
1220
Current income tax assets
130X
Inventories
1410
Prepayments
1479
Other current assets, others
11XX
Current Assets
Non-current assets
1550
Investments accounted for under
equity method
1600
Property, plant and equipment
1755
Right-of-use assets
1760
Investment property - net
1780
Intangible assets
1840
Deferred income tax assets
1920
Guarantee deposits paid
15XX
Non-current assets
1XXX
Total assets
12
16
4
-
-
-
-
5
15
-
52
1
31
11
1
-
4
-
48
100

(Continued)

~8~

CSBC CORPORATION, TAIWAN PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Liabilities and Equity December 31, 2020
December 31, 2019
Notes
AMOUNT
%
AMOUNT
%
6(11)
$
5,199,146
14
$
1,822,361
5
6(12)
2,699,405
7
1,699,563
5
6(20)(24) and 7
6,698,790
18
8,698,974
25
6(20)
8,100
-
-
-
6(20) and 7
111,592
-
285,404
1
6(20)
1,490,567
4
984,564
3
6(20) and 7
8,362
-
7,605
-
6(14)
1,311,249
4
1,177,065
3
6(15)(20) and 7
1,288,678
4
1,615,497
5
6(7)
272,881
1
265,694
1
20,460
-
15,089
-
6(17)
1,280,000
3
500,000
1
20,389,230
55
17,071,816
49
6(13)
5,995
-
-
-
6(16)
1,932,301
5
-
-
6(17)
3,918,570
11
5,347,772
15
6(30)
1,324,697
3
1,324,697
4
6(7)
3,268,411
9
3,562,819
10
6(18)
693,347
2
681,757
2
6(18)
193,391
-
204,981
1
6(19)
3,401
-
42,430
-
261,809
1
237,539
1
20,128
-
824
-
11,622,050
31
11,402,819
33
32,011,280
86
28,474,635
82
6(21)
4,730,555
13
4,729,918
13
6(16)(22)(32)
97,071
-
1,338,798
4
6(23)
3,166,471
9
3,166,471
9
(
2,986,016) (
8) (
2,777,929) (
8 )
5,008,081
14
6,457,258
18
7 and 9
11
$
37,019,361
100
$
34,931,893
100
Current liabilities
2100
Short-term borrowings
2110
Short-term notes and bills payable
2130
Current contract liabilities
2150
Notes payable
2160
Notes payable - related parties
2170
Accounts payable
2180
Accounts payable - related parties
2200
Other payables
2250
Provisions for liabilities - current
2280
Current lease liabilities
2310
Advance receipts
2320
Long-term liabilities, current portion
21XX
Current Liabilities
Non-current liabilities
2500
Non-current financial liabilities at fair
value through profit or loss
2530
Bonds payable
2540
Long-term borrowings
2570
Deferred income tax liabilities
2580
Non-current lease liabilities
2610
Long-term notes and accounts
payable
2630
Long-term deferred revenue
2640
Accrued pension liabilities
2645
Guarantee deposits received
2670
Other non-current liabilities, others
25XX
Non-current liabilities
2XXX
Total Liabilities
Equity
Share capital
3110
Share capital - common stock
Capital surplus
3200
Capital surplus
Retained earnings
3320
Special reserve
3350
Accumulated deficit
3XXX
Total equity
Significant contingent liabilities and
unrecognised contract commitments
Significant events after the balance
sheet date
3X2X
Total liabilities and equity

The accompanying notes are an integral part of these parent company only financial statements.

~9~

CSBC CORPORATION, TAIWAN PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

Items Year ended December 31
2020
2019
Notes
AMOUNT
%
AMOUNT
%
6(24) and 7
$
25,025,522
100
$
16,248,932
100
6(3)(10)(28)(29)
and 7
(
26,455,286) (
105) (
17,485,723) (
108)
(
1,429,764) (
5) (
1,236,791) (
8)
6(28)(29)
(
64,177)
- (
73,469)
-
(
328,011) (
1) (
328,985) (
2)
(
94,018) (
1) (
99,847) (
1)
12(2)
3,896
-
1,434
-
(
482,310) (
2) (
500,867) (
3)
(
1,912,074) (
7) (
1,737,658) (
11)
6,623
-
18,376
-
6(8)(18)(25)
428,588
2
102,430
1
6(26)
(
7,563)
- (
124,788) (
1)
6(6)(7)(18)(27)(
100,509) (
1) (
66,425)
-
6(5)
(
15,154)
- (
10,407)
-
311,985
1 (
80,814)
-
(
1,600,089) (
6) (
1,818,472) (
11)
6(30)
2
-
2
-
($
1,600,087) (
6) ($
1,818,470) (
11)
6(19)
$
66,502
-
$
90,902
-
6(30)
(
13,300)
- (
18,180)
-
$
53,202
-
$
72,722
-
($
1,546,885) (
6) ($
1,745,748) (
11)
6(31)
($
3.38) ($
3.91)
4000
Sales revenue
5000
Operating costs
5900
Net operating margin
Operating expenses
6100
Selling expenses
6200
General and administrative
expenses
6300
Research and development
expenses
6450
Impairment loss (impairment
gain and reversal of impairment
loss) determined in accordance
with IFRS 9
6000
Total operating expenses
6900
Operating loss
Non-operating income and
expenses
7100
Interest income
7010
Other income
7020
Other gains and losses
7050
Finance costs
7070
Share of loss of associates and
joint ventures accounted for
using equity method, net
7000
Total non-operating income
and expenses
7900
Loss before income tax
7950
Income tax benefit
8200
Loss for the year
Other comprehensive income
Components of other
comprehensive income that will
not be reclassified to profit or
loss
8311
Other comprehensive income,
before tax, actuarial gains on
defined benefit plans
8349
Income tax related to
components of other
comprehensive income that will
not be reclassified to profit or
loss
8300
Other comprehensive income for
the year
8500
Total comprehensive loss for the
year
Basic earnings per share
9750
Total basic earnings per share

The accompanying notes are an integral part of these parent company only financial statements.

~10~

CSBC CORPORATION, TAIWAN PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

2019
Balance at January 1, 2019
Loss for the year, net of tax
Other comprehensive income
Total comprehensive loss
Cash capital increase
Legal reserve used to offset accumulated deficit
Capital surplus used to offset accumulated deficit
Acquisition of ownership interests in subsidiaries
Balance at December 31, 2019
2020
Balance at January 1, 2020
Loss for the year, net of tax
Other comprehensive income
Total comprehensive loss
Capital surplus used to offset accumulated deficit
Due to recognition of equity component of convertible bonds issued
Conversion of convertible bonds
Balance at December 31, 2020
Notes Share capital -
common stock
Capital surplus Retained Earnings Retained Earnings Retained Earnings Retained Earnings Total equity
Legal reserve Special reserve Accumulated
deficit
6(21)(22)
and 7
6(23)
6(22)(23)
6(22)(32)
6(22)(23)
6(16)(22)
6(16)(21)(2
2)
$ 3,729,918
-
-
-
1,000,000
-
-
-
$ 4,729,918
$ 4,729,918
-
-
-
-
-
637
$ 4,730,555
$ 2,005,515
-
-
-
1,252,000
-
(
1,927,965)
9,248
$ 1,338,798
$ 1,338,798
-
-
-
(
1,338,798)
96,153
918
$
97,071
$ 1,065,297
-
-
-
-
(
1,065,297)
-
-
$
-
$
-
-
-
-
-
-
-
$
-
$ 3,166,471
-
-
-
-
-
-
-
$ 3,166,471
$ 3,166,471
-
-
-
-
-
-
$ 3,166,471
($ 4,025,443)
(
1,818,470)
72,722
(
1,745,748)
-
1,065,297
1,927,965
-
($ 2,777,929)
($ 2,777,929)
(
1,600,087)
53,202
(
1,546,885)
1,338,798
-
-
($ 2,986,016)
$ 5,941,758
(
1,818,470 )
72,722
(
1,745,748 )
2,252,000
-
-
9,248
$ 6,457,258
$ 6,457,258
(
1,600,087 )
53,202
(
1,546,885 )
-
96,153
1,555
$ 5,008,081

The accompanying notes are an integral part of these parent company only financial statements.

~11~

CSBC CORPORATION, TAIWAN

PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM OPERATING ACTIVITIES
Loss before tax
Adjustments
Adjustments to reconcile profit (loss)
Expected credit gain

Depreciation of property, plant and equipment

Depreciation of right-of-use assets

Depreciation of investment property

Amortization

Share of loss of investments accounted for using equity
method

Interest income
Government grant income

(Gain) loss on valuation of financial assets and liabilities at
fair value through profit or loss
Loss on disposal of property, plant and equipment

Interest expense

Changes in operating assets and liabilities
Changes in operating assets
Decrease in current contract assets
Decrease (increase) in accounts receivable
Increase in accounts receivable - related parties
Decrease (increase) in other receivables
Decrease in other receivables - related parties
Increase in inventories
Increase in prepayments
Decrease (increase) in other current assets
Changes in operating liabilities
Decrease in financial liabilities at fair value through profit
or loss
(Decrease) increase in current contract liabilities
Increase in notes payable
Decrease in notes payable - related parties
Increase in accounts payable
Increase in accounts payable - related parties
Increase in accounts payable
Decrease in provisions for liabilities - current
Increase in receipts in advance
Increase in net defined benefit liability - non-current
Cash (outflow) inflow generated from operations
Interest received
Payment of interest
Income tax refunded (paid)
Net cash flows (used in) from operating activities
Year ended December 31
Notes
2020
2019
( $
1,600,089 ) ( $
1,818,472 )
12(2)
(
3,896 ) (
1,434 )
6(6)(28)
581,362
550,924
6(7)(28)
245,961
237,744
6(9)
680
556
6(10)(28)
15,674
16,137
6(5)
15,154
10,407
(
6,623 ) (
18,376 )
6(25)(33)
(
11,590 ) (
11,396 )
(
11,749 )
108
6(26)
2,197
44,600
6(27)
100,509
66,425
1,066,171
1,006,623
123,895 (
402,492 )
(
14,023 ) (
5,194 )
74,418 (
81,653 )
1,230
67,127
(
524,770 ) (
486,778 )
(
4,634,854 ) (
3,986,158 )
8,995 (
8,200 )
- (
108 )
(
2,000,184 )
5,948,100
8,100
-
(
173,812 ) (
143,364 )
506,003
307,476
757
4,233
115,065
117,129
(
326,819 ) (
910,101 )
5,371
11,745
27,473
38,964
(
6,409,394 )
554,572
6,714
18,322
(
77,171 ) (
56,539 )
65 (
456 )
(
6,479,786 )
515,899

(Continued)

~12~

CSBC CORPORATION, TAIWAN PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of investments accounted for using equity method

Acquisition of property, plant and equipment

Acquisition of intangible assets

Increase in refundable deposits
Decrease in refundable deposits
Net cash flows used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings

Increase in short-term notes and bills payable

Proceeds from issuance of bonds

Proceeds from long-term debt

Repayments of long-term debt

Repayments of principal portion of lease liabilities

Increase in long-term deferred revenue

Increase in guarantee deposit received

Decrease in guarantee deposit received

Increase (decrease) in other non-current liabilities

Cash capital increase

Net cash flows from financing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year
Year ended December 31
Notes
2020
2019
6(5)(32)
( $
1,050,000 ) ( $
87,000 )
6(33)
(
940,273 ) (
954,592 )
6(10)
(
26,979 ) (
11,594 )
(
17,465 ) (
70,009 )
28,418
35,925
(
2,006,299 ) (
1,087,270 )
6(34)
3,376,785
532,211
6(34)
999,842
1,699,563
6(34)
2,034,775
-
6(34)
-
300,000
6(34)
(
649,202 ) (
150,765 )
6(34)
(
228,663 ) (
214,694 )
6(34)
-
145,238
6(34)
189,414
228,360
6(34)
(
165,144 ) (
170,710 )
6(34)
19,304 (
12,409 )
6(21)
-
2,252,000
5,577,111
4,608,794
(
2,908,974 )
4,037,423
6(1)
4,066,638
29,215
6(1)
$
1,157,664 $
4,066,638

The accompanying notes are an integral part of these parent company only financial statements.

~13~

CSBC CORPORATION, TAIWAN NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS DECEMBER 31, 2020 AND 2019

(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)

1. HISTORY AND ORGANIZATION

  • (1) On May 1, 1946, Taiwan Machinery and Shipbuilding Company was established by the government, and then was divided into two companies ‘Taiwan Machinery Corporation’ and ‘Taiwan Shipbuilding Corporation (TSBC)’ to split the machinery and shipbuilding business for the purpose of management. In the late 1960s, the government built large shipyards in Xiaogang Kaohsiung which is the current place of business for CSBC CORPORATION, TAIWAN (the “Company”).

  • (2) In July 1973, China Shipbuilding Corporation was established by the government. In the early days, most of its labour and techniques were supported by TSBC and they were both reverted to become state - owned companies under the Ministry of Economic Affairs. In January 1978, China Shipbuilding Corporation merged with TSBC and China Shipbuilding Corporation became the surviving company. The Company is primarily engaged in the business of building, manufacturing and repairing of various ships and onshore equipment.

  • (3) On March 1, 2007, China Shipbuilding Corporation changed its name to CSBC Corporation, Taiwan.

  • (4) The Company became a listed company in December 22, 2008.

  • THE DATE OF AUTHORIZATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORIZATION

These parent company only financial statements were authorized for issuance by the Board of Directors on March 18, 2021.

3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS

  • (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)

New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:

follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IAS 1 and IAS 8, ‘Disclosure initiative-definition
of material’
Amendments to IFRS 3, ‘Definition of a business’
January 1, 2020
January 1, 2020

~14~

Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate January 1, 2020
benchmark reform’
Amendment to IFRS 16, ‘Covid-19-related rent concessions’ June 1, 2020 (Note)

Note: Earlier application from January 1, 2020 is allowed by FSC.

Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment:

Amendment to IFRS 16, ‘Covid-19-related rent concessions’

This amendment provides a practical expedient for lessees from assessing whether a rent concession related to COVID-19, and that meets all of the following conditions, is a lease modification:

  • A. Changes in lease payments result in the revised consideration for the lease that is substantially the same as, or less than, the consideration for the lease immediately preceding the change;

  • B. Any reduction in lease payments affects only payments originally due on or before June 30, 2021; and

  • C. There is no substantive change to other terms and conditions of the lease.

The Company adopted this practical expedient. The relevant impact is provided in Note 6(7).

(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company

New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:

follows:
New Standards,Interpretations and Amendments Effective date by
International Accounting
Standards Board
Amendments to IFRS 4, ‘Extension of the temporary exemption
from applying IFRS 9’
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16,
‘Interest Rate Benchmark Reform— Phase 2’
January 1, 2021
January 1, 2021

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

~15~

(3) IFRSs issued by IASB but not yet endorsed by the FSC

New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:

Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IFRS 3, ‘Reference to the conceptual framework’ January 1, 2022 Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of To be determined by assets between an investor and its associate or joint venture’ International Accounting Standards Board IFRS 17, ‘Insurance contracts’ January 1, 2023 Amendments to IFRS 17, ‘Insurance contracts’ January 1, 2023 Amendments to IAS 1, ‘Classification of liabilities as current or January 1, 2023 non-current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023 Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023 Amendments to IAS 16, ‘Property, plant and equipment: January 1, 2022 proceeds before intended use’ Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling January 1, 2022 a contract’ Annual improvements to IFRS Standards 2018–2020 January 1, 2022

The above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.

(1) Compliance statement

The parent company only financial statements of the Company have been prepared in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

(2) Basis of preparation

  • A. Except for the following items, these parent company only financial statements have been prepared under the historical cost convention:

  • (a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

  • (b) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.

~16~

  • B. The preparation of financial statements in compliance with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.

(3) Foreign currency translation

The parent company only financial statements are presented in New Taiwan Dollar, which is the Company’s functional and presentation currency.

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

  • B. Monetary assets and liabilities denominated in foreign currencies at the period end are re-translated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon retranslation at the balance sheet date are recognised in profit or loss.

  • C. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and liabilities denominated in foreign currencies held at fair value through other comprehensive income are retranslated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in other comprehensive income. However, non-monetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.

  • D. All foreign exchange gains and losses are presented in the statement of comprehensive income within ‘other gains and losses’.

(4) Classification of current and non-current items

The Company is engaged in the business of shipbuilding, vessel building, major machinery building and ship repairing such that the contractual periods of these projects are usually over one year. Therefore, the assets and liabilities of these projects are classified as current assets or liabilities if the period of the project is shorter than the operating cycle; otherwise they are classified as non-current assets or liabilities. The classification criteria of assets and liabilities that are not project related are as follows Current assets include cash, the assets held for trading or the assets arising from operating activities that are expected to be consumed or to be realized within twelve months from the balance sheet date; property, plant and equipment and other assets that are not classified as current assets are non-current assets. Current liabilities include the liabilities arising mainly from trading activities and are expected to be settled within twelve months from the balance sheet date. The liabilities that are not classified as current liabilities are non-current liabilities.

~17~

(5) Cash equivalents

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

(6) Accounts and notes receivable

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

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

(7) Impairment of financial assets

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

(8) Derecognition of financial assets

The Company derecognises a financial asset when one of the following conditions is met:

  • A. The contractual rights to receive the cash flows from the financial asset expire.

  • B. The contractual rights to receive cash flows of the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.

  • C. The contractual rights to receive cash flows of the financial asset have been transferred; however, the Company has not retained control of the financial asset.

- (9) Leasing arrangements (lessor) operating leases

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

(10) Inventories

The perpetual inventory system is adopted for inventory recognition. Inventories are stated at cost. The cost is determined using the weighted-average method. At the end of period, inventories are evaluated at the lower of cost or net realizable value, and the individual item approach is used in the comparison of cost and net realizable value. The calculation of net realizable value is based on the estimated selling price in the normal course of business, net of estimated costs of completion and estimated selling expenses.

~18~

(11) Investments accounted for under the equity method - subsidiaries and associates

  • A. Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financials and operating policies. In general, it is presumed that the parent has the power to govern the financials and operating policies, if a parent holds, directly or indirectly, more than half of the voting power of an entity. Investments in subsidiaries are accounted for using equity method in these parent company only financial statements.

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

  • C. The Company’s share of its subsidiaries’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in a subsidiary equals or exceeds its interest in the subsidiary, the Company continues to recognise the losses in proportion to the ownership.

  • D. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.

  • E. The Company’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

  • F. When changes in an associate’s equity are not recognised in profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognises the Company’s share of change in equity of the associate in ‘capital surplus’ in proportion to its ownership.

  • G. Unrealised gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.

  • H. When the Company disposes its investment in an associate, if it loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it still retains significant influence over this associate, then the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.

~19~

  • I. Pursuant to the “Rules Governing the Preparation of Financial Statements by Securities Issuers,” profit (loss) of the current period and other comprehensive income in the parent company only financial statements shall equal to the amount attributable to owners of the parent in the consolidated financial statements. Owners’ equity in the parent company only financial statements shall equal to equity attributable to owners of the parent in the consolidated financial statements.

- (12) Investment accounted for using equity method joint ventures

Investment of joint arrangements are classified as joint ventures based on its contractual rights and obligations. Unrealised profits and losses arising from the transactions between the Company and its joint venture are eliminated to the extent of the Company’s interest in the joint venture. However, when the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, all such losses shall be recognised immediately. When the Company’s share of losses in a joint venture equals or exceeds its interest in the joint venture together with any other unsecured receivables, the Company does not recognise further losses, unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture.

(13) Property, plant and equipment

  • A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.

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

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

  • D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each balance sheet date. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:

Land improvements 5 ~ 50 years Buildings and structures 8 ~ 65 years Machinery and equipment 2 58 years Transportation equipment 3 ~ 40 years Leasehold improvements 14 years Other equipment 3 ~ 14 years

~20~

(14) Leasing arrangements (lessee) right-of-use assets/ lease liabilities

  • A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.

  • B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:

  • (a) Fixed payments, less any lease incentives receivable;

  • (b) Variable lease payments that depend on an index or a rate;

  • (c) Amounts expected to be payable by the lessee under residual value guarantees;

  • (d) The exercise price of a purchase option, if the lessee is reasonably certain to exercise that option; and

  • (e) Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.

  • C. At the commencement date, the right-of-use asset is stated at cost comprising the following:

  • (a) The amount of the initial measurement of lease liability;

  • (b) Any lease payments made at or before the commencement date;

  • (c) Any initial direct costs incurred by the lessee; and

  • (d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.

The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.

(15) Investment property

An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 60 years.

~21~

(16) Intangible assets

Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 5 years.

(17) Impairment of non-financial assets

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

(18) Borrowings

Borrowings comprise long-term and short-term bank borrowings. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.

(19) Accounts and notes payable

  • A. Accounts payable are liabilities for purchases of raw materials, goods or services and notes payable are those resulting from operating and non-operating activities.

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

(20) Convertible bonds

Convertible bonds issued by the Company contain conversion options (that is, the bondholders have the right to convert the bonds into the Company’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Company classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument in accordance with the contract terms. They are accounted for as follows:

  • A. The embedded call options and put options are recognised initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.

  • B. The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.

~22~

  • C. The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus—share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable as stated above. Conversion options are not subsequently remeasured.

  • D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.

  • E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus - share options’.

(21) Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability specified in the contract is discharged or cancelled or expires.

(22) Non-hedging derivatives

Non-hedging derivatives are initially recognised at fair value on the date a derivative contract is entered into and recorded as financial assets or financial liabilities at fair value through profit or loss. They are subsequently remeasured at fair value and the gains or losses are recognised in profit or loss.

(23) Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, and it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation on the balance sheet date, which is discounted using a pre-tax discount rate that reflects the current market assessments of the time value of money and the risks specific to the obligation. When discounting is used, the increase in the provision due to passage of time is recognised as interest expense. Provisions are not recognised for future operating losses.

(24) Employee benefits

A. Short-term employee benefits

Short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in a period and should be recognised as expenses in that period when the employees render service.

B. Pensions

(a) Defined contribution plans

For defined contribution plans, the contributions are recognised as pension expenses when they are due on an accrual basis. Prepaid contributions are recognised as an asset to the extent of a cash refund or a reduction in the future payments.

~23~

  • (b) Defined benefit plans

    • i. Net obligation under a defined benefit plan is defined as the present value of an amount of pension benefits that employees will receive on retirement for their services with the Company in current period or prior periods. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets. The defined benefit net obligation is calculated annually by independent actuaries using the projected unit credit method. The rate used to discount is determined by using interest rates of government bonds (at the balance sheet date) of a currency and term consistent with the currency and term of the employment benefit obligations.

    • ii. Remeasurement arising on defined benefit plans are recognised in other comprehensive income in the period in which they arise and are recorded as retained earnings.

    • iii. Past service costs are recognised immediately in profit or loss.

  • C. Termination benefits

Termination benefits are employee benefits provided in exchange for the termination of employment as a result from either the Company’s decision to terminate an employee’s employment before the normal retirement date, or an employee’s decision to accept an offer of redundancy benefits in exchange for the termination of employment. The Company recognises expense as it can no longer withdraw an offer of termination benefits or it recognises relating restructuring costs, whichever is earlier. Benefits that are expected to be due more than 12 months after balance sheet date shall be discounted to their present value.

  • D. Employees’ compensation and directors’ and supervisors’ remuneration

  • Employees’ remuneration and directors’ and supervisors’ remuneration are recognised as expenses and liabilities, provided that such recognition is required under legal obligation or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If employee compensation is paid by shares, the Company calculates the number of shares based on the closing price at the previous day of the board meeting resolution.

(25) Income tax

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

  • B. The current income tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in accordance with applicable tax regulations. It establishes provisions where appropriate based on the amounts expected to be paid to the tax authorities. An additional tax is levied on the unappropriated retained earnings and is recorded as income tax expense in the year the stockholders resolve to retain the earnings.

~24~

  • C. Deferred income tax is recognised, using the balance sheet liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the parent company only balance sheet. However, the deferred income tax is not accounted for if it arises from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

  • D. Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. At each balance sheet date, unrecognised and recognised deferred income tax assets are reassessed.

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

  • F. A deferred tax asset shall be recognised for the carryforward of unused tax credits resulting from acquisitions of equipment or technology, research and development expenditures, employees’ training costs and equity investments to the extent that it is possible that future taxable profit will be available against which the unused tax credits can be utilised.

(26) Dividends

Dividends are recorded in the Company’s financial statements in the period in which they are resolved by the Company’s shareholders. Cash dividends are recorded as liabilities; stock dividends are recorded as stock dividends to be distributed and are reclassified to ordinary shares on the effective date of new shares issuance.

(27) Revenue recognition

  • A. The revenues from construction contracts in relation to shipbuilding, vessel construction and machinery manufacturing are identified to be one performance obligation satisfied over time and are recognised by the percentage-of-completion as of the financial reporting date. The percentage-of-completion is measured based on the percentage of the workload completed to the total expected workload of the contracts. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.

~25~

  • B. The revenues from service contract in relation to ship/vessel repairs and anti-corrosion coating are identified to be one performance obligation satisfied over time and are recognised by the percentage-of-completion as of the financial reporting date. The percentage-of-completion is measured based on the percentage of the actual cost incurred to the total expected cost of the contracts. At the beginning of the contract period, as the Company may find it difficult to estimate the result of obligation performance, it estimates the actual cost incurred for performing obligations which could be recovered. The contract revenue should be recognised only to the extent of actual costs incurred until the result of obligation performance could by measured reasonably.

  • C. The Company’s estimate about revenue, costs and percentage-of-completion is subject to a revision whenever there is a change in circumstances. Any increase or decrease in revenue or costs due to an estimate revision is reflected in profit or loss during the period when the management become aware of the changes in circumstances.

  • D. As the time interval between the transfer of committed goods or service and the payment of customer does not exceed one year, according to the agreements, the Company does not adjust the transaction price to reflect the time value of money.

  • E. The Company classifies its ship leasing business as an operating lease. Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.

(28) Government grants

Government grants are recognised at their fair value only when there is reasonable assurance that the Company will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises expenses for the related costs for which the grants are intended to compensate.

5. CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND KEY SOURCES OF ASSUMPTION UNCERTAINTY

The preparation of these parent company only financial statements requires management to make critical judgements in applying the Company’s accounting policies and make critical assumptions and estimates concerning future events. Assumptions and estimates may differ from the actual results and are continually evaluated and adjusted based on historical experience and other factors. Such assumptions and estimates have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year; and the related information is addressed below:

(1) Critical judgements in applying the Company’s accounting policies

None.

~26~

(2) Critical accounting estimates and assumptions

Construction contracts

The Company recognises construction contract revenue and costs using the percentage-of-completion method, wherein the revenue to be recognised is equal to the percentage of completed work out of the total estimated work.

Assumptions for estimated construction cost include cost for equipment, material, labor and etc. Data used for assumptions involves subjective judgement and accounting estimates and are highly uncertain. As a result, assumptions used are material to the total construction cost and further affects the calculation of construction profit.

If the estimated total contract costs had increased / decreased by 1% with all other variables held constant, construction profit for the year ended December 31, 2020 would have decreased by $428,227 or increased by $362,711 (the construction profit for the year ended December 31, 2019 would have decreased by $363,393 or increased by $474,150).

6. DETAILS OF SIGNIFICANT ACCOUNTS

(1) Cash and cash equivalents

Cash and cash equivalents
December 31, 2020
Cash on hand and revolving funds
410
$ Checking accounts and demand deposits
845,664
Time deposits
311,590
1,157,664
$
December31,2019
330
$ 1,990,818
2,075,490
4,066,638
$
  • A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.

  • B. The Company has no cash and cash equivalents pledged to others.

(2) Accounts receivable, net

Accounts receivable, net
December31,2020 December31,2019
Construction receivables $ 1,236,780
$ 1,301,805
Repair receivables 250,715 309,585
1,487,495 1,611,390
Less: Allowance for doubtful accounts ( 317,626)
( 318,980)
$ 1,169,869 $ 1,292,410
Accounts receivable - related parties $ 20,311 $ 6,289
  • A. As of December 31, 2020 and 2019, accounts receivable (including related parties) was all from contracts with customers. And as of January 1, 2019, the balance of receivables from contracts with customers amounted to $1,209,993.

~27~

  • B. As at December 31, 2020 and 2019, with taking into account collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’ accounts receivable (including related parties) was $1,190,180 and $1,298,699, respectively.

  • C. As of December 31, 2020 and 2019, the Company’s past due construction receivables amounted to $796,040 and $0, respectively, because the counterparty failed to fulfil the mutual agreements, and the payments were still under negotiation.

  • D. Information relating to credit risk is provided in Note 12(2).

  • (3) Inventories

Inventories
Raw materials
Work in process and repair of goods
Raw materials
Work in process and repair of goods
December31,2020
Allowance for
Cost
valuation loss
2,321,658
$ 42,173)
($ 69,877
-
2,391,535
$ 42,173)
($ December31,2019
Bookvalue
2,279,485
$ 69,877
2,349,362
$
Allowance for
Cost
valuation loss
1,817,690
$ 45,288)
($ 52,190
-
1,869,880
$ 45,288)
($
Bookvalue
1,772,402
$ 52,190
1,824,592
$

The amount of inventories recognised as expense for the years ended December 31, 2020 and 2019 is as follows:

is as follows:
Years ended December 31,
2020 2019
Raw materials costs $ 12,409,045
$ 6,852,552
(Gain) loss from reversal of obsolete inventories ( 3,115) 11,295
$ 12,405,930 $ 6,863,847

The Company reversed a previous inventory write-down and accounted for this transaction as a reduction of expenses because the related inventory items were scrapped or sold in 2020.

~28~

(4) Prepayments

(5) Investments accounted for under equity method
A. Details of investments accounted for under equity method are as follows:
December31,2020
December31,2019
Prepayments of suppliers
9,836,976
$ 5,224,592
$ Excess VAT paid
1

1

Other prepayments
59,727
37,257
9,896,704
$ 5,261,850
$ 2020
2019
At January 1
199,025
$ 113,184
$ Additional investments accounted for
using the equity method
1,050,000

96,248
Share of profit or loss of investments
accounted for using the equity method
15,154)
(
10,407)
(
At December 31
1,233,871
$ 199,025
$ December31,2020
December31,2019
Subsidiary:
CSBC Coating Solutions Co., Ltd.
174,438
$ 169,617
$ Associates:
Taiwan International Windpower
Training Corporation Ltd. (Note 1)
10,911
10,570

Taiwan Offshore Wind Farm Services
Corporation (Note 2)
-

-
Fuhai Wind Farm Corporation (Note 3)
-
-
Joint Ventures:
CSBC - DEME Wind Engineering Co.,
Ltd. (Note 4)
1,048,522
18,838
1,233,871
$ 199,025
$
  • Note 1: On May 11, 2018, with reporting to the Board of Directors for future reference, the Company, Taiwan International Ports Corporation, Ltd. and other companies jointly established Taiwan International Windpower Training Corporation Ltd. for investment. The Company owns 12% of the investee’s share capital and one seat in the Board of Directors of the investee.

  • Note 2: On March 21, 2014, the Board of Directors has resolved that the Company and Taiwan Generations Corporation would jointly establish Taiwan Offshore Wind Farm Services Corporation. The Company has acquired 40% of share capital in September 2014. The Company has ceased recognising its share of losses in this company since the fourth quarter of 2018 and the unrecognised share of losses in associate for the year ended December 31, 2020 and accumulated share of losses in associate amounted to $2,952 and $6,856, respectively.

~29~

  • Note 3: On August 9, 2016, the Board of Directors resolved to invest in Fuhai Wind Farm Corporation and obtained 37.97% of ownership shares. The Company has ceased recognising its share of losses in this company since the third quarter of 2017 and the unrecognised share of losses in associate for the year ended December 31, 2020 and accumulated share of losses in associate amounted to $16,271 and $74,953, respectively.

  • Note 4: On September 12, 2018, the Company’s Board of Directors resolved to jointly invest in CSBC-DEME Wind Engineering Co., Ltd. with DEME Offshore Holding N.V. (formerly named GeoSea N.V.). The Company held 50.0001% equity interests in CSBC-DEME Wind Engineering Co., Ltd., and the Board of Directors adopts unanimity rule to make resolutions under the Company's Articles of Incorporation.

    • On January 15, 2020, the Company’s Board of Directors resolved to jointly increase investments in CSBC-DEME Wind Engineering Co., Ltd. with DEME Offshore Holding N.V. for building a marine installation vessel in order to implement maritime engineering business. CSBC-DEME Wind Engineering Co., Ltd. completed the capital increase approximately to $2.1 billion (approximately EUR 62.5 million). The Company subscribed 10,606,060 shares, equivalent to $1,050,000, according to its shareholding ratio.
  • B. Details of the Company’s subsidiaries are provided in Note 4(3) of the Company’s consolidated financial statements as of and for the year ended December 31, 2020.

  • C. The Company’s share of the operating results in all individually immaterial associates are summarized below:

summarized below:
Years ended December31,
2020 2019
Gain (loss) for the year from $ 341
($ 422)
continuing operations
Other comprehensive income -
net of tax - -
Total comprehensive income (loss) $ 341 ($ 422)
Share of the operating results of the Company’s individually immaterial joint ventures
summarised below:
Years ended December31,
2020 2019
Loss for the year from continuing ($ 20,316)
($ 30,662)
operations
Other comprehensive income - net
of tax - -
Total comprehensive loss ($ 20,316) ($ 30,662)
  • D. Share of the operating results of the Company’s individually immaterial joint ventures is summarised below:

  • E. The Company had impairment loss in investments accounted for using equity method as the carrying amount exceeds recoverable amount. As of December 31, 2020 and 2019, the accumulated impairment loss amounted to $124,915 for both years.

~30~

(6) Property, plant and equipment

At January 1, 2020
Cost
Accumulated depreciation
and impairment
2020
Opening net book amount
as at January 1
Additions
Disposals - costs
Reclassifications - costs (Note)
Depreciation charge
Disposals - accumulated
depreciation
Closing net book amount
as at December 31
At
December 31, 2020
Cost
Accumulated depreciation
and impairment
Land
6,096,033
$ -
6,096,033
$ 6,096,033
$ -
-
2,092)
(
-
-
6,093,941
$ 6,093,941
$ -
6,093,941
$
Land
improvements
Buildings
Machinery
Transportation
Leasehold
Other
and structures
and equipment
equipment
improvements
equipment
7,527,803
$ 10,073,012
$ 1,555,261
$ 1,072,631
$ 150,702
$ 6,581,473)
(
8,073,406)
(
622,766)
(
779,680)
(
109,480)
(
946,330
$ 1,999,606
$ 932,495
$ 292,951
$ 41,222
$ 946,330
$ 1,999,606
$ 932,495
$ 292,951
$ 41,222
$ -
-
-
-
-
4,595)
(
125,259)
(
5,567)
(
-
5,098)
(
178,439
322,195
34,446
-
2,907
108,412)
(
299,737)
(
71,003)
(
48,622)
(
10,867)
(
4,595
123,067
5,567
-
5,093
1,016,357
$ 2,019,872
$ 895,938
$ 244,329
$ 33,257
$ 7,701,647
$ 10,269,948
$ 1,584,140
$ 1,072,631
$ 148,511
$ 6,685,290)
(
8,250,076)
(
688,202)
(
828,302)
(
115,254)
(
1,016,357
$ 2,019,872
$ 895,938
$ 244,329
$ 33,257
$
Construction
inprogress
Total
252,834
$ 27,846,979
$ -
16,915,948)
(
252,834
$ 10,931,031
$ 252,834
$ 10,931,031
$ 960,622
960,622
-
140,519)
(
566,973)
(
2,092)
(
-
581,362)
(
-
138,322
646,483
$ 11,306,002
$ 646,483
$ 28,664,990
$ -
17,358,988)
(
646,483
$ 11,306,002
$
1,118,703
$ 749,143)
(
369,560
$ 369,560
$ -
-
28,986
42,721)
(
-
355,825
$ 1,147,689
$ 791,864)
(
355,825
$

~31~

At January 1, 2019
Cost
Accumulated depreciation
and impairment
2019
Opening net book amount
as at January 1
Additions
Disposals - costs
Reclassifications - costs (Note)
Depreciation charge
Disposals - accumulated
depreciation
Closing net book amount
as at December 31
At
December 31, 2019
Cost
Accumulated depreciation
and impairment
Land
6,096,033
$ -
6,096,033
$ 6,096,033
$ -
-
-
-
-
6,096,033
$ 6,096,033
$ -
6,096,033
$
Land
improvements
Buildings
Machinery
Transportation
Leasehold
Other
Construction
and structures
and equipment
equipment
improvements
equipment
inprogress
Total
7,643,527
$ 9,965,890
$ 941,266
$ 1,072,631
$ 147,267
$ 509,722
$ 27,375,908
$ 6,669,655)
(
8,011,796)
(
574,988)
(
731,059)
(
100,672)
(
-
16,797,863)
(
973,872
$ 1,954,094
$ 366,278
$ 341,572
$ 46,595
$ 509,722
$ 10,578,045
$ 973,872
$ 1,954,094
$ 366,278
$ 341,572
$ 46,595
$ 509,722
$ 10,578,045
$ -
-
1,460

-
-
950,950
952,410
210,994)
(
251,492)
(
11,524)
(
-
2,289)
(
-
477,439)
(
95,270
358,614
624,059
-
5,724
1,207,838)
(
3,900)
(
104,544)
(
286,924)
(
59,301)
(
48,621)
(
11,059)
(
-
550,924)
(
192,726
225,314
11,523
-
2,251
-
432,839
946,330
$ 1,999,606
$ 932,495
$ 292,951
$ 41,222
$ 252,834
$ 10,931,031
$ 7,527,803
$ 10,073,012
$ 1,555,261
$ 1,072,631
$ 150,702
$ 252,834
$ 27,846,979
$ 6,581,473)
(
8,073,406)
(
622,766)
(
779,680)
(
109,480)
(
-
16,915,948)
(
946,330
$ 1,999,606
$ 932,495
$ 292,951
$ 41,222
$ 252,834
$ 10,931,031
$
999,572
$ 709,693)
(
289,879
$ 289,879
$ -
1,140)
(
120,271
40,475)
(
1,025
369,560
$ 1,118,703
$ 749,143)
(
369,560
$

Note: The reclassifications to investment property and related information is provided in Note 6(9).

~32~

  • A. Amount of borrowing costs capitalised as part of property, plant and equipment are as follows:
Years ended December31,
2020 2019
Amount capitalised 1,302
$
2,692
$
Interest rate 0.01%~2.00% 0.88%~2.30%
  • B. Significant components and the useful lives of land improvements, buildings, and machinery equipment of the Company are as follows:

  • (a) The significant components of land improvements include construction expenses for wharf, which are depreciated over 45 years.

  • (b) The significant components of buildings include shipyard, plants and warehouse, and office buildings, which are depreciated over 40, 45 and 60 years, respectively.

  • (c) The significant components of machinery equipment include hoisting machine, crane and substation as well as carriers, welding machine and working platform, which are depreciated over 25, 20 and 10 years, respectively.

  • C. The Company’s property, plant and equipment all were acquired for self-use and were not pledged to others as collateral.

(7) Lease transactions lessee

  • A. The Company leases various assets including land, buildings and terminal equipment. Rental contracts are typically made for periods of 3 to 20 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes and may not affect the ownership of the lessor.

  • B. The carrying amount of right-of-use assets and the depreciation charge are as follows:

Land

Buildings
Transportation equipment
(terminal equipment)
Land

Buildings
Transportation equipment
(terminal equipment)
December31,2020
December31,2019
Bookvalue
Bookvalue
$ 3,174,580
$ 3,460,728
92,004
102,842
234,360
241,893
3,500,944
$ 3,805,463
$ Years endedDecember31,
December31,2019
Bookvalue
$ 3,460,728
102,842
241,893
3,805,463
$
2020
Depreciationexpense
$ 164,179

13,144
68,638
245,961
$
2019
Depreciationexpense
$ 168,378
12,792
56,574
237,744
$

~33~

  • C. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were $57,645 and $5,268, respectively.

  • D. Information on profit or loss in relation to lease contracts is as follows:

Items affecting profit or loss
Interest expense on lease liabilities

Expense on short-term lease contracts
Expense on leases of low-value assets
2020
2019
$ 44,218
$ 47,572
18,523

14,348

630

738

63,371
$
62,658
$ Years endedDecember31,
2020
2019
$ 44,218
$ 47,572
18,523

14,348

630

738

63,371
$
62,658
$ Years endedDecember31,
62,658
$
  • E. For the years ended December 31, 2020 and 2019, the Company’s total cash outflow for leases were $292,034 and $277,352, respectively.

  • F. Variable lease payments

Some of the Company’s lease contracts contain variable lease payment terms that are linked to construction cost index and announced land value. The Company remeasured and decreased lease liabilities by $116,203, and made a corresponding adjustment to the right-of-use assets.

The Company has applied the practical expedient to “Covid-19-related rent concessions”, and recognised the gain from changes in lease payments arising from the rent concessions amounting to $10,447 for the year 2020 as other income.

(8) Leasing arrangements – lessor

  • A. The Company leases various assets including land and buildings. Rental contracts are typically made for periods of 2 and 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. To secure the use of the leased assets, the leased assets may not be used to sublease, sublet, lend, donate, sell or grant to others under any method.

In addition, the Company leases rooftop of its plants for lessees to install solar photovoltaic power generation equipment. Rental contracts are typically made for periods of 20 years. Lease payments consist of fixed base rent and variable operating rent.

  • B. For the years ended December 31, 2020 and 2019, the Company recognised rent income in the amounts of $20,677 and $9,975, respectively, based on the operating lease agreement, in which the amounts of variable lease payments were not material.

  • C. The maturity analysis of the lease payments under the operating leases is as follows:

Less than 1 year

Later than 1 year but not later than 5 years
Later than 5 years
December31,2020
$ 26,759

126,002
340,841
493,602
$
December31,2019
$ 6,222
4,301
-
10,523
$

~34~

(9) Investment property, net

At January 1, 2020
Cost

Accumulated depreciation and impairment
2020
Opening net book amount as at January 1

Additions - from subsequent expenditures (Note)
Depreciation charge
Closing net book amount as at December 31
At December 31, 2020
Cost

Accumulated depreciation and impairment
At January 1, 2019
Cost

Accumulated depreciation and impairment
2019
Opening net book amount as at January 1

Additions - from subsequent expenditures (Note)
Depreciation charge
Closing net book amount as at December 31
At December 31, 2019
Cost

Accumulated depreciation and impairment
Buildings
Land
and structures
Total
$ 200,486 $ 29,745 $ 230,231
-
18,725)
(
18,725)
(
200,486
$ 11,020
$
211,506
$ $ 200,486 $ 11,020 $ 211,506
2,092
-
2,092
-
680)
(
680)
(
202,578
$ 10,340
$ 212,918
$ $ 202,578 $ 29,745 $ 232,323
-
19,405)
(
19,405)
(
202,578
$ 10,340
$ 212,918
$ Buildings
Land
and structures
Total
$ 200,486 $ 25,845 $ 226,331
-
18,169)
(
18,169)
(
200,486
$ 7,676
$ 208,162
$ $ 200,486 $ 7,676
$ 208,162
-
3,900
3,900
-
556)
(
556)
(
200,486
$ 11,020
$ 211,506
$ $ 200,486 $ 29,745 $ 230,231
-
18,725)
(
18,725)
(
200,486
$ 11,020
$ 211,506
$

Note: The reclassifications from property, plant and equipment and related information is provided in Note 6(6).

~35~

  • A. Rental income from the lease of the investment property and direct operating expenses arising from the investment property are shown below:
Rental income from the lease of the
investment property
Direct operating expenses arising from the
investment property that generate rental
income in the period
Years endedDecember31, Years endedDecember31,
2020
20,677
$ 1,300
$
2019
9,975
$
1,372
$
  • B. The fair value of the investment property held by the Company as at December 31, 2020 and 2019 were $672,686 and $651,134, respectively, which was revalued by independent valuers. Valuations were made using the comparison method, cost method for land development analysis and the income approach.

(10) Intangible assets

Intangible assets
Software: Years ended December 31,
2020 2019
At January 1
Cost $ 23,430
$ 48,661
Accumulated amortisation and impairment ( 13,390)
( 34,078)
$ 10,040 $ 14,583
Opening net book amount as at January 1 $ 10,040
$ 14,583
Additions - acquired separately 26,979 11,594
Disposals - costs ( 16,893)
( 36,825)
Amortisation charge ( 15,674)
( 16,137)
Disposals - accumulated amortisation 16,893 36,825
Closing net book amount as at December 31 $ 21,345 $ 10,040
At December 31
Cost $ 33,516
$ 23,430
Accumulated amortisation and impairment ( 12,171)
( 13,390)
$ 21,345 $ 10,040

Details of amortisation on intangible assets are as follows:

Operating costs Years endedDecember31, Years endedDecember31,
2020
15,674
$
2019
16,137
$

~36~

(11) Short-term loans

==> picture [466 x 179] intentionally omitted <==

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

Type of loans December 31, 2020 Interest rate range Collateral
Bank loans
Unsecured loans $ 5,187,100 0.85% ~ 1.40% None
Procurement unsecured loans 12,046 0.42% ~ 1.40% None
$ 5,199,146
Type of loans December 31, 2019 Interest rate range Collateral
Bank overdrafts $ 1,954 1.57% None
Bank loans
Unsecured loans 1,800,000 0.91% ~ 1.06% None
Procurement unsecured loans 20,407 0.40% ~ 2.35% None
$ 1,822,361
----- End of picture text -----

(12) Short-term notes and bills payable

Short-term notes and bills payable
December31,2020 December31,2019
Commercial papers payable $ 2,700,000
$ 1,700,000
Less: Unamortized discount ( 595)
( 437)
$ 2,699,405
$ 1,699,563
Annual interest rates 0.33%~0.82% 0.61%~0.84%

The above commercial paper payables are guaranteed and issued by MEGA Bills Finance Co., Ltd., Ta Ching Bills Finance Corporation, China Bills Finance Corporation, International Bill Finance Corporation, Taiwan Finance Corporation and First Commercial Bank Co., Ltd.

(13) Financial liabilities at fair value through profit or loss

Items December31,2020 December 31, 2019
Non-current items:
Financial liabilities designated as at fair
value through profit or loss
Call and put options embedded in
convertible bonds $ 17,744
$ -
Valuation adjustment ( 11,749) -
$ 5,995 $ -
  • A. Information about the amounts recognised in profit or loss in relation to financial assets at fair value through profit or loss is provided in Note 6(26).

  • B. Information about the terms of the first domestic secured convertible bonds issued by the Company is provided in Note 6(16).

~37~

(14) Other payables

Other payables
December31,2020 December31,2019
Accrued expenses $ 1,221,295
$ 1,109,487
Construction payment refund 63,755
43,406
Others 26,199
24,172
$ 1,311,249
$ 1,177,065

(15) Provisions

Provisions
Warranty Onerous contracts Total
At January 1, 2020 $ 497,400
$ 1,118,097
$ 1,615,497
Additional provisions 116,182
1,482,087 1,598,269
Used during the year ( 85,735)
( 1,812,824)
( 1,898,559)
Unused amounts reversed ( 19,598)
( 6,931)
( 26,529)
At December 31, 2020 $ 508,249
$ 780,429
$ 1,288,678
The analysis of provisions is as follows:
December31,2020 December31,2019 January1,2019
Realised in one year $ 447,278
$ 731,482
$ 545,558
Realised after one year 841,400 884,015 1,980,040
$ 1,288,678
$ 1,615,497 $ 2,525,598

A. Provision for warranty

The Company gives warranties on contracts revenue in relation to shipbuilding, vessel construction. Provision for warranty is estimated based on historical warranty data of products.

B. Provision for onerous contract

Under the irrevocable contracts of shipbuilding, vessel construction, the Company’s estimated provision for onerous contract is the difference between the inevitable cost of existing obligations to be performed in the future and the expected economic benefits from the contracts. The estimated provision may change with the actual construction situation.

(16) Bonds payable

Bonds payable
December31,2020
The first domestic secured convertible bonds
1,998,400
$ Less: Discount on bonds payable
66,099)
(
1,932,301
Less: Expiring within one year
(shown as ‘long-term liabilities,
current portion' )
-
1,932,301
$
December31,2019
-
$ -
-
-
-
$
  • A. The issuance of domestic convertible bonds by the Company

~38~

  • (a) The terms of the first domestic secured convertible bonds issued by the Company are as follows:

  • i. The Company issued $2 billion, 0% first domestic secured convertible bonds, as approved by the regulatory authority. The bonds mature 5 years from the issue date (February 24, 2020 ~ February 24, 2025).

    • The bonds will be redeemed in cash at face value at the maturity date. The bonds were listed on the Taipei Exchange on February 24, 2020.
  • ii. The bondholders have the right to ask for conversion of the bonds into common shares of the Company during the period from the date after three month of the bonds issue (May 25, 2020) to the maturity date, except for the stop transfer period as specified in the terms of the bonds or the laws/regulations. The rights and obligations of the new shares converted from the bonds are the same as the issued and outstanding common shares.

  • iii. The conversion price of the bonds is set up based on the pricing model in the terms of the bonds. The conversion price is $25.1 (in dollars) per share, and is subject to adjustments if the condition of the anti-dilution provisions occurs subsequently. The conversion price will be recalculated based on the pricing model in the terms of the bonds on each effective date regulated by the terms. If the recalculated conversion price is lower than the conversion price before the recalculation, the conversion price will be adjusted; however, it will not be adjusted if it is higher.

  • iv. The Company may notify to repurchase all the bonds outstanding in cash at the bonds’ face value within 30 trading days after the closing price of the Company’s common shares is above the then conversion price by at least 30% for 30 consecutive trading days during the period from the date after three months of the bonds issue (May 25, 2020) to 40 days before the maturity date (January 15, 2025).

    • Alternatively, the Company may repurchase the bonds outstanding in cash at the bonds’ face value at any time if the outstanding balance of the bonds is less than 10% of total initial issue amount during the period from the date after three months of the bonds issue (May 25, 2020) to 40 days before the maturity date (January 15, 2025).
  • v. The bonds set the date after four years from the issue date (February 24, 2024) as the put effective date for the bondholders to early put the bonds back to the Company. The bondholders have the right to require the Company to redeem the bonds in cash at 102.0151% of the bonds’ face value (a yield to put of 0.5%)

  • vi. Under the terms of the bonds, all bonds redeemed (including bonds repurchased from the Taipei Exchange), matured and converted are retired and not to be re-issued; all rights and obligations attached to the bonds are also extinguished.

  • (b) As of December 31, 2020, the bonds with a face value of $1,600 have been converted into 64 thousand common shares, and the Company did not adjust the conversion price.

  • B. Regarding the issuance of convertible bonds, the equity conversion options amounting to $96,153 were separated from the liability component and were recognised in ‘capital surplus - share options’ in accordance with IAS 32. The call options and put options embedded in bonds payable were separated from their host contracts and were recognised in ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IFRS 9 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts. The effective interest rates of the bonds payable after such separation was 0.8084%.

~39~

- (17) Long term borrowings

Borrowing period and
repayment term
Long-term bank
borrowings
Unsecured borrowings
Bank of Taiwan
Borrowing period is from
Jun. 22, 2017 to Jun. 22,
2022; principal is
repayable in 4
installments beginning in
the 4th year.
Taiwan Business
Bank
Borrowing period is from
Mar. 12, 2018 to Mar. 12,
2023; principal is
repayable in 5
installments after 2.5
years.
Commercial papers
payable
Mega Bills Finance
Co., Ltd.
Borrowing period is from
Sep. 26, 2020 to Dec. 15,
2022. Details are set out
below.
China Bills Finance
Corporation
Borrowing period is from
Jun. 26, 2020 to Oct. 26,
2022. Details are set out
below.
Taishin International
Bank
Borrowing period is from
Jun. 21, 2020 to Dec. 20,
2022. Details are set out
below.
International Bills
Finance Corporation
Borrowing period is from
Jun. 22, 2020 to Jun. 21,
2022. Details are set out
below.
Less: Discount on commercial papers payable
Less: Long-term borrowings, current portion
Borrowing period and
repayment term
Interest
rate range
1.18%
1.05%
0.60%
0.56%
0.43%
0.51%
Collateral
December31,2020
None
1,500,000
$ None
700,000
2,200,000
None
1,000,000
None
850,000
None
800,000
None
350,000
1,430)
(
2,998,570
5,198,570
1,280,000)
(
3,918,570
$

~40~

Borrowing period and
repayment term
Long-term bank
borrowings
Unsecured borrowings
Bank of Taiwan
Borrowing period is from
Jun. 22, 2017 to Jun. 22,
2022; principal is
repayable in 4
installments beginning in
the 4th year.
Taiwan Business
Bank
Borrowing period is from
Mar. 12, 2018 to Mar. 12,
2023; principal is
repayable in 5
installments after 2.5
years .
Commercial papers
payable
China Bills Finance
Corporation
Borrowing period is from
Sep. 26, 2017 to Oct. 27,
2021. Details are set out
below.
Mega Bills Finance
Co., Ltd.
Borrowing period is from
Sep. 26, 2017 to Dec. 15,
2021. Details are set out
below.
Taishin International
Bank
Borrowing period is from
Jun. 22, 2017 to Dec. 20,
2021. Details are set out
below.
International Bills
Finance Corporation
Borrowing period is from
Jun. 22, 2017 to Jun. 22,
2021. Details are set out
below.
Less: Discount on commercial papers payable
Less: Long-term borrowings, current portion
Borrowing period and
repayment term
Interest
rate range
1.36%
1.30%
0.66%
0.72%
0.68%
0.63%
Collateral
December31,2019
None
2,000,000
$ None
700,000
2,700,000
None
1,000,000
None
1,000,000
None
800,000
None
350,000
2,228)
(
3,147,772
5,847,772
500,000)
(
5,347,772
$

~41~

The Company entered into an agreement for recurring issuance (maturity of 60~180 days) of certificates and dealership of commercial papers with the bill finance companies. During the contract term of 2 ~ 4 years, the Company is only liable for the service fees and interest and thus the commercial papers payable is included in long-term borrowings. Both parties shall renegotiate the agreement when the agreement matures.

(18) Deferred revenue

  • A. The Republic of China Government started to promote privatization starting from 2008. The Privatization Fund, Executive Yuan, would provide a loan in the amount of $1,500,000 to cover a portion of the shortfall to settle the pension and severance obligation as a result of the privatization. The Company was required to repay the loan to the Privatization Fund in a period of ten years, under the condition that the Company is profitable. The Company extended the repayment period to 2026 as approved by the Executive Yuan. The Company uses the average long-term loan interest rate on the loan for discounting. The discounted values are recorded under “long-term notes payable and payables”. The difference between the discounted value and the amount received is listed in “deferred revenue”. The amounts that are payable within one year are listed in “other financial liabilities-current”. The unamortised amounts are shown below:
December 31, 2020
Long-term notes and accounts
receivable
693,347
$ Long-term deferred revenue
48,153
741,500
$
December31,2019
681,757
$ 59,743
741,500
$

Government grants and interest expenses that should be amortised are recognised under ‘other revenue’ and ‘finance costs’, respectively, for the years ended December 31, 2020 and 2019. For more information, please refer to Notes 6(25) and (27).

(19) Pension

  • A. (a)The Company has a defined benefit pension plan in accordance with the Labor Standards Law, covering all regular employees’ service years prior to the enforcement of the Labor Pension Act on July 1, 2005 and service years thereafter of employees who chose to continue to be subject to the pension mechanism under the Law. Under the defined benefit pension plan, two units are accrued for each year of service for the first 15 years and one unit for each additional year thereafter, subject to a maximum of 45 units. Pension benefits are based on the number of units accrued and the average monthly salaries and wages of the last 6 months prior to retirement. The Company contributes monthly an amount equal to 15% of the employees’ monthly salaries and wages to the retirement fund deposited with Bank of Taiwan, the trustee, under the name of the independent retirement fund committee. Also, the Company would assess the balance in the aforementioned labor pension reserve account by the end of December 31, every year. The Company has assessed that the balance is sufficient to pay the pension calculated by the aforementioned method, to the employees expected to be qualified for retirement next year.

~42~

(b)The amounts recognised in the balance sheet are as follows:

December31,2020 December31,2019
Present value of funded obligations ($ 1,751,981)
($ 1,666,395)
Fair value of plan assets 1,748,580
1,623,965
Net defined benefit liability ($ 3,401) ($ 42,430)

(c) Movements in net defined benefit liabilities are as follows:

Year ended December 31, 2020
Balance at January 1
Current service cost
Interest (expense) income
Remeasurements:
Return on plan assets
Change in financial assumptions
Experience adjustments
Pension fund contribution
Paid pension
Balance at December 31
Year ended December 31, 2019
Balance at January 1
Current service cost
Interest (expense) income
Remeasurements:
Return on plan assets
Change in financial assumptions
Experience adjustments
Pension fund contribution
Paid pension
Balance at December 31
Present value of
defined benefit
obligations
Fair value of plan
assets
Net defined
benefitliability
1,666,395)
($ 151,960)
(
24,575)
(
1,842,930)
(
-
-
30,960
30,960
-
59,989
1,751,981)
($ Present value of
defined benefit
obligations
1,623,965
$ -
29,062
1,653,027
35,542
-
-
35,542
120,000
59,989)
(
1,748,580
$ Fair value of plan
assets
42,430)
($ 151,960)
(
4,487
189,903)
(
35,542
-
30,960
66,502
120,000
-
3,401)
($ Net defined
benefitliability
1,576,173)
($ 158,480)
(
27,223)
(
1,761,876)
(
-
4,509)
(
56,261
51,752
-
43,729
1,666,395)
($
1,481,805
$ -
26,739
1,508,544
39,150
-
-
39,150
120,000
43,729)
(
1,623,965
$
94,368)
($ 158,480)
(
484)
(
253,332)
(
39,150
4,509)
(
56,261
90,902
120,000
-
42,430)
($

~43~

  • (d) The Bank of Taiwan was commissioned to manage the Fund of the Company’s and domestic subsidiaries’ defined benefit pension plan in accordance with the Fund’s annual investment and utilisation plan and the “Regulations for Revenues, Expenditures, Safeguard and Utilisation of the Labor Retirement Fund” (Article 6: The scope of utilisation for the Fund includes deposit in domestic or foreign financial institutions, investment in domestic or foreign listed, over-the-counter, or private placement equity securities, investment in domestic or foreign real estate securitization products, etc.). With regard to the utilisation of the Fund, its minimum earnings in the annual distributions on the final financial statements shall be no less than the earnings attainable from the amounts accrued from two-year time deposits with the interest rates offered by local banks. If the earnings is less than aforementioned rates, government shall make payment for the deficit after being authorized by the Regulator. The Company has no right to participate in managing and operating that fund and hence the Company is unable to disclose the classification of plan asset fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.

  • (e) The principal actuarial assumptions used were as follows:

Discount rate
Future salary increases
2020
2019
1.50%
1.50%
3.25%
3.25%
Years endedDecember31,

Future mortality rate is estimated with 70% of the 3rd Taiwan Standard Ordinary Experience Mortality Table. The disability rate is set based on 10% of mortality rate.

Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:

Increase 0.25%
Decrease 0.25%
December 31, 2020
37,367)
($ 38,514
$ December 31, 2019
38,081)
($ 39,320
$ Discountrate
Effect on present value
of defined benefit
obligation
Increase 0.25%
Decrease 0.25%
33,584
$ 32,814)
($ 34,600
$ 33,750)
($ Future salaryincreases

The sensitivity analysis above is based on other conditions thate are unchanged but only one assumption is changed. In practice, more than one assumption may change all at once. The method of analysing sensitivity and the method of calculating net pension liability in the balance sheet are the same.

  • (f) Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2021 amount to $126,785.

~44~

  • (g) As of December 31, 2020, the weighted average duration of the defined benefit obligations is 8 years. The distribution of the present value of expected defined benefit obligations (within 10 years) is as follows:

For the year ended December 31, 2021 $ 95,172 For the year ended December 31, 2022 107,393 For the year ended December 31, 2023 1,750,686 For the year ended December 31, 2024 1,770,345 For the year ended December 31, 2025 1,777,262 For the year ended December 31, 2026 1,732,156 For the year ended December 31, 2027 1,714,853 For the year ended December 31, 2028 1,581,594 For the year ended December 31, 2029 1,230,401 For the year ended December 31, 2030 796,713

  • Note: The same person who meets the retirement conditions will calculate the present value of expected defined benefit obligations in each subsequent year until he/she meets the mandatory retirement age of 65.

  • B. Effective July 1, 2005, the Company has established a defined contribution pension plan (the “New Plan”) under the Labor Pension Act (the “Act”), covering all regular employees with R.O.C. nationality. Under the New Plan, the Company contributes monthly an amount based on 6% of the employees’ monthly salaries and wages to the employees’ individual pension accounts at the Bureau of Labor Insurance. The benefits accrued are paid monthly or in lump sum upon termination of employment. The pension costs under the defined contribution pension plans of the Company for the years ended December 31, 2020 and 2019 were $98,469 and $103,402, respectively.

(20) Analysis of assets and liabilities

Assets and liabilities of the Company related to the business of shipbuilding, vessel building, major machinery and ship repair, are classified as current or non-current based on the operating cycle. However, such assets and liabilities were analyzed on "one year" basis as follows:

December 31, 2020
Assets
Contract assets (including related parties)
Accounts receivable, net (including related parties)
Inventories, net
Liabilities
Contract liabilities (including related parties)
Notes payable (including related parties)
Accounts payable (including related parties)
Provision for liabilities
Less than
12 months
4,519,978
$ 1,190,180
2,349,362
8,059,520
$ 456,751
$ 119,692
1,498,929
447,278
2,522,650
$
More than
12 months
3,527
$ -
-
3,527
$ 6,242,039
$ -
-
841,400
7,083,439
$
Total
4,523,505
$ 1,190,180
2,349,362
8,063,047
$
6,698,790
$ 119,692
1,498,929
1,288,678
9,606,089
$

~45~

==> picture [464 x 231] intentionally omitted <==

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

Less than More than
12 months 12 months Total
December 31, 2019
Assets $ 5,580,023 $ 7,110 $ 5,587,133
-
Contract assets (including related parties) 1,298,699 1,298,699
Accounts receivable, net (including related parties) 1,824,592 - 1,824,592
Inventories, net $ 8,703,314 $ 7,110 $ 8,710,424
Liabilities
Contract liabilities (including related parties) $ 645,195 $ 8,053,779 $ 8,698,974
-
Notes payable (including related parties) 285,404 285,404
-
Accounts payable (including related parties) 992,169 992,169
Provision for liabilities 731,482 884,015 1,615,497
$ 2,654,250 $ 8,937,794 $ 11,592,044
----- End of picture text -----

(21) Common stock

  • A. As of December 31, 2020, the Company’s authorised capital was $11,138,997, consisting of 1,113,899.7 thousand shares of ordinary stock and the paid-in capital was $4,730,555 with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.

Movements in the number of the Company’s ordinary shares outstanding are as follows:

At January 1
Cash capital increase
Conversion of corporate bonds
At December 31
2020
472,992
-
64

473,056
Shares in thousands
2019
372,992
100,000
-
472,992
  • B. For the year ended December 31, 2020, the number of common stocks converted from convertible bonds was 64 thousand shares. As of the date of auditors’ report, the registrations have not yet been completed.

  • C. In order to fulfil its capital and repay the bank loans, as resolved by the Board of Directors on November 11, 2020, the Company conducted a public offering for cash capital increase by issuing common stock, which was approved by Financial Supervisory Commission pursuant to Jin-Guan-Zheng-Fa-Zi Letter No. 1090378803, dated January 15, 2021. The Company issued 450 million common stocks at an issue price of $17.5 (in dollars) per share. The rights and obligations of shares issued at this capital increase are the same as the original common stocks. As of the date of auditors’ report, the capital increase is still in process.

~46~

  • D. The Company’s special shareholders’ meeting has approved the proposal regarding the capital increase through private placement on December 21, 2017. The record date for capital increase resolved by the Board of Directors at their meeting on May 11, 2018 was May 25, 2018. The amount of capital raised through the private placement was $2,526,000 by issuing common stock amounting to 60 million shares at premium of $42.10 (in dollars) per share, of which the government related entity, Financing Investment Venture Capital, and the management committee of Yaohua Glass Corp., Ltd. each subscribed 30 million shares amounted to $1,263,000. The Company has completed the registration of the capital increase. The investors in this private placement is entitled to the same rights and obligations as those of outstanding shares except that they cannot freely transfer the shares within 3 years of settlement unless under certain circumstances pursuant to Article 43-8 of Securities and Exchange Act. Under the resolution, the Board of Directors are authorised to file for listing the ordinary shares in private placement with the competent authority after 3 years of settlement.

  • E. In order to fulfil its capital and repay the bank loans, as resolved by the Board of Directors on August 10, 2018, the Company conducted a public offering for cash capital increase by issuing common stock, which was approved by Financial Supervisory Commission pursuant to JinGuan-Zheng-Fa-Zi Letter No. 1070339392 dated November 19, 2018. The amount of capital raised was $2.252 billion by issuing common stock amounting to 100 million shares at a par value of $22.52 (in dollars) per share. In addition, the public offering completion date and record date for capital increase was January 31, 2019 and relevant registration procedures are still in process. The rights and obligations of shares issued at this capital increase are the same as the outstanding common stocks.

  • The abovementioned capital increase was subscribed by the Company’s legal entity directors, CPC Corporation, Taiwan and China Steel Corporation’s subsidiary, China Steel Express Corporation, in the amounts of $89,645 and $35,121, equivalent to 3,981 thousand shares and 1,560 thousand shares, respectively. In addition, the government related parties, National Defense Industrial Development Foundation, Yao Hua Glass Co., Ltd., Management Committee and Financing Investment Venture Capital participated in the capital increase in the amounts of $563,000, $135,848 and $135,848, equivalent to 25,000 thousand shares, 6,032 thousand shares, and 6,032 thousand shares, respectively.

(22) Capital reserve

  • A. Pursuant to the R.O.C. Company Law, capital reserve arising from paid-in capital in excess of par value on issuance of common stocks and donations can be used to cover accumulated deficit or to issue new stocks or cash to shareholders in proportion to their share ownership, provided that the Company has no accumulated deficit. Further, the R.O.C. Securities and Exchange Law requires that the amount of capital reserve to be capitalized mentioned above should not exceed 10% of the paid-in capital each year. Capital reserve should not be used to cover accumulated deficit unless the legal reserve is insufficient.

~47~

2020

2020
Difference between
consideration and carrying
Share Share amount of subsidiaries
premium options acquired or disposed Total
At January 1 $ 1,329,550
$ -
$ 9,248
$ 1,338,798
Capital surplus used to offset ( 1,329,550)
-
( 9,248)
( 1,338,798)
accumulated deficits
Due to recognition of equity component - 96,153 - 96,153
of convertible bonds issued
Conversion of convertible bonds 995 ( 77)
- 918
At December 31 $ 995 $ 96,076 $ - $ 97,071
2019
Employee
Share share
premium options Others Total
At January 1 $ 1,926,000
$ 77,550
$ 1,965
$ 2,005,515
Cash capital increase 1,329,550 ( 77,550)
-
1,252,000
Capital surplus used to offset ( 1,926,000)
- ( 1,965)
( 1,927,965)
accumulated deficits
Transactions with non-controlling
interest - - 9,248 9,248
At December 31 $ 1,329,550
$ - $ 9,248
$ 1,338,798
  • B. Please refer to Note 6(16) for the information of capital surplus—share options.

  • C. The proposal for deficit compensation for the year ended December 31, 2019 was resolved by the stockholders at the regular stockholders’ meeting on June 17, 2020. The Company planned to use ‘capital surplus, additional paid-in capital arising from ordinary share’ and ‘capital surplus, difference between consideration and carrying amount of subsidiaries acquired or disposed’ totalling $1,338,798 to cover the deficit. Also, please refer to Note 6(23) for the information of retained earnings.

(23) Retained earnings

  • A. Under the Company’s Articles of Incorporation, the current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ operating losses and then 10% of the remaining amount shall be set aside as legal reserve until the legal reserve equals the total capital stock balance. Appropriation of the remainder shall be proposed by the Board of Directors and resolved by the stockholders.

~48~

  • B. The Company’s dividend policy is summarized below:

As the Company operates in a volatile business environment and is in the stable growth stage, the residual dividend policy is adopted taking into consideration the Company’s financial structure, operating results and future expansion plans. According to the dividend policy adopted by the Board of Directors, at least 10% of the Company’s distributable earnings shall be appropriated as dividends, and cash dividends shall account for at least 10% of the total dividends distributed.

  • C. Except for covering accumulated deficit or increasing capital, the legal reserve shall not be used for any other purpose. Capitalization of the legal reserve is permitted, provided that the balance of the reserve exceeds 50% of the Company’s paid-in capital and the amount capitalized does not exceed 25% of the balance of the reserve.

  • D. a)In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.

  • b)The amounts previously set aside by the Company as special reserve amounting to $3,201,365 on initial application of IFRSs in accordance with Jin-Guan-Zheng-Fa-Zi Letter No. 1010012865, dated April 6, 2012, shall be reversed proportionately when the relevant assets are used, disposed of or reclassified subsequently. Such amounts are reversed upon disposal or reclassified if the assets are investment property of land, and reversed over the use period if the assets are investment property other than land.

  • c) The Company disposed land in 2013 and 2018. Therefore, the Company reversed special reserve of $34,894 to undistributed earnings.

  • E. The proposal for deficit compensation for the year ended December 31, 2018 was resolved by the stockholders at the regular stockholders’ meeting on June 26, 2019. Dividends will not be distributed to stockholders due to the deficit compensation. Additionally, the deficit will be covered by using the legal reserve, ‘capital surplus, additional paid-in capital arising from ordinary share’ and ‘capital surplus, other donated assets received’ totalling $2,993,262.

  • The proposal for deficit compensation for the year ended December 31, 2019 was resolved by the stockholders at the regular stockholders’ meeting on June 17, 2020. Dividends will not be distributed to stockholders due to the deficit compensation. Also, please refer to Note 6(22) for the information of capital surplus.

On March 18, 2021, the Board of Directors has proposed the deficit compensation for year 2020.

(24) Operating revenue

Operating revenue
Revenue from contracts with customers
Others - ship rental revenue
Years ended December31,
2020
24,926,322
$ 99,200
25,025,522
$
2019
16,248,932
$ -
16,248,932
$

~49~

  • A. Disaggregation of revenue from contracts with customers

The Company derives revenue from the transfer of goods and services over time in the following major product types:

major product types:
Years ended December 31,
2020 2019
Construction of ships and vessels
Shipbuilding $ 7,374,458
$ 8,561,544
Vessel construction 15,327,666
6,741,680
22,702,124 15,303,224
All other segments
Ship/vessel repair 1,142,126 829,595
Machinery building 993,002 98,155
Others 89,070 17,958
2,224,198
945,708
$ 24,926,322 $ 16,248,932
  • B. Contract assets and liabilities

The Company has recognised the following revenue-related contract assets and liabilities:

December31,2020 December31,2019 January1,2019
Contract assets $ 4,375,960
$ 4,699,005
$ 4,403,040
Contract assets - related parties 339,666 1,082,791 2,385,379
4,715,626 5,781,796 6,788,419
Less: Loss allowance ( 192,121)
( 194,663)
( 195,478)
$ 4,523,505 $ 5,587,133 $ 6,592,941
Contract liabilities $ 5,209,593
$ 8,661,992
$ 2,750,874
Contract liabilities - related parties 1,489,197 36,982 -
$ 6,698,790 $ 8,698,974
$ 2,750,874

Please refer to Note 7 for related party transactions.

Revenue recognised that was included in the contract liability balance at the beginning of the period

The Company had a contract liability balance at the beginning of the period, of which $7,642,221 and $1,452,303 was recognised as revenue for the years ended December 31, 2020 and 2019, respectively.

  • C. As of December 31, 2020, the total transaction price allocated to unfulfilled contract obligations was $58,101,033 and this amount would be recognised as revenue gradually with the completion process of shipbuilding, vessel construction and anti-corrosion coating. The shipbuilding, vessel construction and anti-corrosion coating are expected to be completed during the period from January 2021 to October 2027.

~50~

(25) Other income

Other income
Years ended December 31,
2020 2019
Government grant revenue (Note) $ 379,005
$ 11,396
Rental revenue 20,677
9,975
Indemnity revenue 13,012
21,157
Others 15,894 59,902
$ 428,588
$ 102,430

Note: The Company recognised income of $351,391 as a result of the application for the Salary and Working Capital Subsidies for Manufacturing Industry and its Technical Services Industry Suffered by Severe Pneumonia with Novel Pathogens (COVID-19) Handled by Industrial Development Bureau the Ministry of Economic Affairs. There was no such transaction for the year ended December 31, 2019.

(26) Other gains and losses

Other gains and losses
Years ended December 31,
2020 2019
Foreign exchange gains (losses) $ 15,895
($ 46,663)
Gain (losses) on financial assets and 12,751 ( 108)
liabilities at fair value through profit
or loss
Losses on disposal of property, plant ( 2,197)
( 44,600)
and equipment
Other losses ( 34,012)
( 33,417)
($ 7,563)
($ 124,788)
Finance costs
Years ended December 31,
2020 2019
Interest expense:
Bank loans $ 99,743
$ 89,321
Amortisation on lease liabilities 44,218 47,572
Amortisation on convertible bonds 12,979 -
Expenses amortised from government 11,590 11,396
grants payable
Less: Capitalisation of qualifying assets ( 68,021)
( 81,864)
$ 100,509 $ 66,425

(27) Finance costs

~51~

(28) Expenses by nature

Change in inventory of finished goods
and work in process
Direct materials
Employee benefit expense
Depreciation and amortisation charges
Professional service fees
Outsourcing fees
Other expenses
Operating costs and expenses
2020
2019
2,361,305
$ 1,110,979
$ 12,409,045

6,852,552
3,473,453
3,624,782

842,997
804,805

1,820,399

2,561,748

4,523,434
1,800,104

1,506,963

1,231,620
26,937,596
$ 17,986,590
$ Years endedDecember31,

(29) Employee benefit expense

Employee benefit expense
Wages and salaries
Labor and health insurance fees
Pension cost
Directors’ remuneration
Other personnel expenses
Years endedDecember31,
2020
2019
2,912,648
$ 3,037,954
$ 250,116
258,154
245,942
262,366
3,110
2,744
61,637
63,564
3,473,453
$ 3,624,782
$
  • A. According to the Articles of Incorporation of the Company, the Company shall distribute employees’ compensation, based on the distributable profit of the current year, in a ratio of profit. Employees’ compensation can be distributed in the form of shares or in cash. If a company has accumulated deficit, earnings should first be channeled to cover losses. Employees’ compensation shall account for 1% to 5%, directors’ remuneration shall account for less than 1%, of the amount of current year’s pre-tax profit but excluding the employees’ compensation and directors’ remuneration.

  • B. The Company did not recognise employees’ compensation and directors’ renumeration as a result of the operating deficit for the years ended December 31, 2020 and 2019.

The Board of Directors resolved not to appropriate employees’ compensation and directors’ renumeration as a result of the operating deficit for the years ended December 31, 2020 and 2019.

Information about employees’ compensation and directors’ and supervisors’ remuneration of the Company as resolved by the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.

~52~

(30) Income tax expense

A. Income tax benefits

  • (a) Components of income tax benefits:
Components of income tax benefits:
Years endedDecember31,
2020 2019
Current tax:
Current tax on profits for the year $ -
$ -
Over provision of income tax in
prior year ( 2) ( 2)
Income tax benefits ($ 2) ($ 2)
  • (b) The income tax (charge)/credit relating to components of other comprehensive income is as follows:
follows:
Remeasurement of defined
benefit obligations
2020
2019
13,300
$ 18,180
$ Years ended December 31,
2019
18,180
$
  • B. Reconciliation between income tax benefits and accounting profit:
Years ended December 31, Years ended December 31, Years ended December 31, Years ended December 31,
2020 2019
Tax calculated based on loss before ($ 320,018)
($ 363,694)
tax and statutory tax rate
Tax exempt income by tax regulation ( 72,212)
-
Effects from items disallowed by tax 3,031 8,266
regulation
Taxable loss not recognised as 389,199 355,428
deferred tax assets
Over provision of income tax in
prior year ( 2)
( 2)
Income tax benefits ($ 2) ($ 2)

~53~

  • C. Amounts of deferred tax assets or liabilities as a result of temporary difference and tax losses are as follows:
as follows:
2020
Recognised
Recognised in other
in profit or comprehensive
January1 loss income December31
Deferred tax assets:
Temporary differences:
Estimation of construction loss $ 223,619
($ 67,533)
$ -
$ 156,086
Unrealized warranty liability 99,480 2,170 - 101,650
Unused compensated absences 66,479 ( 1,978)
- 64,501
payable
Allowance for doubtful accounts 62,982 ( 1,066)
- 61,916
Others 29,001 ( 1,972)
( 13,300)
13,729
Tax losses 1,062,439 70,379 - 1,132,818
1,544,000 - ( 13,300)
1,530,700
Deferred tax liabilities:
Unrealised land value
incremental reserve ( 1,324,697) - - ( 1,324,697)
Total $ 219,303 $ -
($ 13,300)
$ 206,003
2019
Recognised
Recognised in other
in profit or comprehensive
January1 loss income December31
Deferred tax assets:
Temporary differences:
Estimation of construction loss $ 462,353
($ 238,734)
$ -
$ 223,619
Unrealized warranty liability 42,766 56,714 - 99,480
Unused compensated absences 57,557 8,922 - 66,479
payable
Allowance for doubtful accounts 100,640 ( 37,658)
- 62,982
Others 22,762 24,419 ( 18,180)
29,001
Tax losses 876,102 186,337 - 1,062,439
1,562,180 - ( 18,180)
1,544,000
Deferred tax liabilities:
Unrealised land value
incremental reserve ( 1,324,697) - - ( 1,324,697)
Total $ 237,483 $ - ($ 18,180) $ 219,303

~54~

D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:

December 31, 2020

December31,2020 December31,2020
Year incurred
Amountfiled/ assessed
Unused amount
2015
Assessed
671,021
$ 2016
Assessed
1,190,142
2017
Assessed
6,700,185
2018
Assessed
2,577,518
2019
Amount filed
2,657,346
2020
Estimated filing amount
2,296,459
December 31, 2019
Unrecognised
deferred
taxassets
Expiry year
-
$ 2025
-
2026
2,897,256
2027
2,577,518
2028
2,657,346
2029
2,296,459
2030
Year incurred
Amount filed/ assessed
2015
Assessed

2016
Assessed
2017
Assessed
2018
Amount filed
2019
Estimated filing amount
Unused amount
671,021
$ 1,190,142
6,700,185
2,577,536
2,724,654
Unrecognised
deferred
taxassets
Expiry year
-
$ 2025
-
2026
3,249,155
2027
2,577,536
2028
2,724,654
2029

The Company’s income tax returns through 2018 have been assessed and approved by the Tax Authority. As of March 18, 2021, there was no administrative remedies.

(31) Losses per share

Year ended December31, Year ended December31, 2020 2020
Weigthted average
number of ordinary Losses per
Amount shares outstanding share
aftertax (sharesinthousands) (indollars)
Basic losses per share
Loss attributable to ordinary shareholders ($ 1,600,087) 472,993 ($ 3.38)
YearendedDecember31, 2019
Weigthted average
number of ordinary Losses per
Amount shares outstanding share
aftertax (sharesinthousands) (indollars)
Basic losses per share
Loss attributable to ordinary shareholders ($ 1,818,470) 464,772 ($ 3.91)

The Company’s convertible corporate bonds had anti-dilution effect for the year ended December 31, 2020; thus, they were not included in the calculation of diluted losses per share.

~55~

(32) Transactions with non-controlling interest

Acquisition of additional equity interest in a subsidiary

The Company acquired an additional 30% outstanding shares of CSBS Coating Solutions Co., Ltd. by cash on September 3, 2019. The carrying amount of non-controlling interest in CSBS Coating Solutions Co., Ltd. was $46,748 at the acquisition date. This transaction resulted in a decrease in the non-controlling interest. The effect of changes in interests in CSBS Coating Solutions Co., Ltd. on the equity attributable to owners of the parent for the year ended December 31, 2019 is shown below:

Year ended December 31, 2019 Year ended December 31, 2019
Carrying amount of non-controlling interest acquired $ 46,748
Consideration paid to non-controlling interest ( 37,500)
Capital surplus - difference between proceeds on actual
acquisition of or disposal of equity interest in a subsidiary
and its carrying amount $ 9,248

For the year ended December 31, 2020, acquisition of additional equity interest in a subsidiary: None.

(33) Supplemental cash flow information

  • A. Investing activities with partial cash payments:
Investing activities with partial cash payments:
Years ended December31,
2020 2019
Purchase of property, plant and equipment $ 960,622
$ 952,410
AddBeginning balance of payable on equipment 43,406 45,588
LessEnding balance of payable on equipment ( 63,755)
( 43,406)
Cash paid on purchase of property, plant and
equipment during the year $ 940,273 $ 954,592
Investment and financing activities with no cash flow effects:
Years ended December31,
2020 2019
Interest expense amortised from government grants $ 11,590 $ 11,396
Increase in right-of-use assets $ 57,645
$ 5,268
Less: Increase in lease liabilities ( 57,645)
( 5,268)
$ - $ -
Decrease in lease labilities due to remeasurement $ 116,203
$ -
Less: Decrease in right-of-use assets ( 116,203)
-
$ - $ -
Long-term liabilities, current portion $ 1,280,000 $ 500,000
  • B. Investment and financing activities with no cash flow effects:

~56~

(34) Changes in liabilities from financing activities

Short-term borrowings
Short-term notes and bills payable
Corporate bonds payable
Long-term borrowings
(including current portion)
Lease liability
Long-term notes and accounts payable
Long-term deferred revenue
Guarantee deposits received
Other non-current liabilities, others
Short-term borrowings
Short-term notes and bills payable
Long-term borrowings
(including current portion)
Lease liability
Long-term notes and accounts payable
Long-term deferred revenue
Guarantee deposits received
Other non-current liabilities, others
Changes in
Changes in
January1
cash flow
non-cash items
1,822,361
$ 3,376,785
$ -
$ 1,699,563
999,842
-
-

2,034,775
102,474)
(
5,847,772
649,202)
(
-
3,828,513
228,663)
(
58,558)
(
681,757
-
11,590
204,981
-

11,590)
(
237,539
24,270
-
824
19,304
-
14,323,310
$ 5,577,111
$ 161,032)
($ 2020
2019
December31
5,199,146
$ 2,699,405
1,932,301
5,198,570
3,541,292
693,347
193,391
261,809
20,128
19,739,389
$
Changes in
Changes in
January1
cash flow
non-cash items
1,290,150
$ 532,211
$ -
$ -
1,699,563
-

5,698,537
149,235
-
4,037,939
214,694)
(
5,268
670,361
-
11,396
71,139
145,238
11,396)
(
179,889
57,650
-
13,233
12,409)
(
-
11,961,248
$ 2,356,794
$ 5,268
$
December31
1,822,361
$ 1,699,563
5,847,772
3,828,513
681,757
204,981
237,539
824
14,323,310
$

~57~

7. RELATED PARTY TRANSACTIONS

(1) Names of related parties and relationship

Names of related parties

Relationship with the Company The Company’s subsidiary The Company’s subsidiary

CSBC Coating Solutions Co., Ltd The Company’s subsidiary Blue Ocean Wind Power Engineering The Company’s subsidiary (Hong Kong) Limited BLUE ACE CORPORATION The Company’s subsidiary CPC Corporation, Taiwan China Steel Corporation China Steel Express Corporation China Steel Machinery Corporation China Steel Structure Co., Ltd. Sing Da Marine Structure Corporation Taiwan International windpower Associate Training Corporation Ltd. Taiwan Generations Corporation Associate Fuhai Wind Farm Corporation Associate CSBC-DEME Wind Engineering Co., Ltd. Joint venture Financing Investment Venture Capital Government related entity Yao Hua Glass Co.,Ltd. Management Government related entity Committee National Defense Industrial Development Government related entity Foundation

The Company’s subsidiary The Company’s legal entity director The Company’s legal entity director Subsidiary of the Company’s legal entity director Subsidiary of the Company’s legal entity director Subsidiary of the Company’s legal entity director Subsidiary of the Company’s legal entity director Associate

(2) Significant related party transactions and balances

A. Operating revenue

Operating revenue
Key management:
Subsidiary of the Company’s legal entity director
China Steel Express Corporation
Sing Da Marine Structure Corporation
China Steel Machinery Corporation
Legal entity director
CPC Corporation, Taiwan
Other related parties:
Joint ventures
CSBC-DEME Wind Engineering Co., Ltd.
Years endedDecember31,
2020
214,075
$ 96,856
10,636
34,436
302,453
658,456
$
2019
3,578,917
$ 13,897
-
17,758
-
3,610,572
$

~58~

  • (a) The price was based on the contract signed by both parties, and the collection terms were approximately the same as those to third parties.

  • (b) In August and December 2017, the Company was commissioned by China Steel Express Corporation to build 4 208,000 DWT double hull bulk cargo steamers. The last cargo steamer was delivered on May 29, 2020. Please refer to items C and F for further information.

  • (c) On June 30, 2020, the Company entered into an agreement with CSBC-DEME Wind Engineering Co., Ltd. to build a heavy lift and installation vessel for its offshore wind power engineering. The Company has no unrealised gains or losses from undertaking this engineering. The expected delivery of the vessel is in October 2022. Please refer to item E for further information.

B. Purchases of goods

Purchases of goods
Purchases of goods:
Key management:
Legal entity director
China Steel Corporation
CPC Corporation, Taiwan
Purchases of services:
Subsidiary:
BLUE ACE CORPORATION
CSBC Coating Solutions Co., Ltd
Years ended December 31,
2020
883,684
$ 99,785
983,469
68,500
10,746
79,246
1,062,715
$
2019
1,767,880
$ 99,768
1,867,648
62,109
4,795
66,904
1,934,552
$

The price was based on the contract signed by both parties, and the collection terms were approximately the same as those to third parties.

C. Contract assets

Contract assets
December 31,2020 December31,2019
Key management:
Subsidiary of the Company’s legal entity director
Sing Da Marine Structure Corporation $ 149,476
$ 20,124
China Steel Express Corporation - 872,477
Associates :
Fuhai Wind Farm Corporation (Note) 190,190 190,190
339,666 1,082,791
Less: Loss allowance ( 190,250)
( 190,904)
$ 149,416 $ 891,887

~59~

  • Note: In March 2014, the Company was commissioned by Fuhai Wind Farm Corporation (hereafter referred to as Fuhai) for the construction of a meteorological observation tower, offshore windfarm off the coast of Changhua County included in Changhua Offshore Pilot Project and Fuhai offshore windfarm for a total contract price of NT$32 billion. However, Bureau of Energy, MOEA decided to reject the development project in February 2018 because of the disapproved Environmental Impact Assessment. The Company has recognised impairment loss amounting to $190,190 since the contract assets may not be recovered as assessed.

D. Receivables from related parties

E. Prepaid accounts
Accounts receivable :
Key management:
Legal entity director
CPC Corporation, Taiwan
Subsidiary
CSBC Coating Solutions Co., Ltd
Other receivables :
Key management:
Legal entity director
China Steel Corporation
Subsidiary
BLUE ACE CORPORATION
Key management:
Legal entity director
China Steel Corporation
CPC Corporation, Taiwan
December31,2020
December31,2019
20,295
$ 6,286
$ 16
3
20,311
6,289
15,404
16,633
41

42
15,445

16,675
35,756
$ 22,964
$ December31,2020
December31,2019
299,399
$ 485,906
$ 15,280
8,540
314,679
$ 494,446
$
December31,2020
December31,2019
20,295
$ 6,286
$ 16
3
20,311
6,289
15,404
16,633
41

42
15,445

16,675
35,756
$ 22,964
$ December31,2020
December31,2019
299,399
$ 485,906
$ 15,280
8,540
314,679
$ 494,446
$
485,906
$ 8,540
494,446
$

~60~

F. Contract liabilities

Contract liabilities
Payables to related parties
Other related parties:
Joint ventures
CSBC-DEME Wind Engineering
Co., Ltd.
Key management:
Subsidiary of the Company’s legal
entity director
China Steel Express Corporation
Notes payable:
Key management:
Legal entity director
China Steel Corporation
Accounts payable:
Subsidiary:
BLUE ACE CORPORATION
December31,2020
1,489,197
$ -
1,489,197
$ December31,2020
111,592
$ 8,362
119,954
$
December31,2019
-
$ 36,982
36,982
$
December 31, 2019
285,404
$ 7,605
293,009
$

G. Payables to related parties

H. Acquisition of financial assets

  • (a) Information on the Company’s joint investment in and establishment of CSBC-DEME Wind Engineering Co., Ltd. is provided in Note 6(5).

  • (b) The Company acquired an additional 30% of outstanding shares of the subsidiary, CSBS Coating Solutions Co., Ltd.. Please refer to Notes 6(5) and 6(32)for further information.

I. Others

  • (a) Details on capital increase from the related parties are provided in Note 6(21).

  • (b) The Company’s joint venture, CSBC-DEME Wind Engineering Co., Ltd. signed a Zhang Fang and West Island Offshore Wind Farm Fan Transportation and Installation Plan on November 19, 2019. The Company and DEME Offshore are the joint contractors of the plan and issued performance letter of guarantee and advance payment guarantee with a total amount of EUR 13,237 thousand for contracting the construction according to their shareholding ratios. The Company issued bank guarantee amounting to $223 million (EUR 6,619 thousand) based on its shareholding ratio of 50.0001% in January 2020.

The total amount of aforementioned letters of guarantee was changed to EUR 12,945 thousand. In October 2020, the Company notified the bank to amend the bank guarantee amount to $219 million (EUR 6,472 thousand) based on its shareholding ratio.

~61~

  • (c) Information on significant Contingent Liabilities and Unrecognised Contract Commitments is provided in Note 9.

(3) Key management compensation

Key management compensation
Years ended December 31,
2020 2019
Salaries and other short-term $ 24,091
$ 27,348
employee benefits
Post-employment benefits 2,622
3,935
$ 26,713 $ 31,283

8. PLEDGED ASSETS

None.

9. SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS
(1)The balance of the Company’s unused letters of credit for import of materials is as follows:
(2)The amounts of unfulfilled contract obligations of the Company’s contracts are as follows:
(3)The guaranteed credit by banks for the Company’s construction projects is as follows:
Refer to Note 7(2) I(b) for further information.
(4)The amount of the Company’s purchase contracts and outsourcing construction contracts to be paid
is as follows:
December 31, 2020
December31,2019
Balance of unused letters of credit
2,359,193
$ 1,943,076
$ December 31, 2020
December31,2019
Unfulfilled customer contract obligations
58,101,033
$ 72,426,964
$ December 31, 2020
December31,2019
Guaranteed credit by banks
13,316,294
$ 10,197,307
$ December31,2020
December31,2019
Purchase contracts to be paid
12,339,833
$ 17,839,179
$ Outsourcing construction contracts
to be paid
2,716,057
3,458,347
15,055,890
$ 21,297,526
$

~62~

  • (5) The Company, Century Iron and Steel Industrial Co., Ltd. and Taiwan Generations Corp. are the jointoriginators for Fuhai Wind Farm Corporation (Fuhai Corporation). The joint-originators entered into the “Incentive Program of Offshore Wind Power Demonstration System” (“the Government Grant Scheme”) on August 19, 2013, which was granted by the Ministry of Economic Affairs, and committed to be jointly responsible for Fuhai Corporation. The total amount of endorsement/ guarantee provided by the Company amounted to $886 million. On November 9, 2018, the Board of Directors of the Company during their meeting resolved to cease the endorsement/ guarantee amount to Fuhai Corporation.

Because Fuhai Wind Farm Corporation failed to comply with the regulation of the “Incentive Program of Offshore Wind Power Demonstration System”, the Bureau of Energy exercised the right of performance bond and took back the entire government grant. Accordingly, the Company recognised losses amounting to $75,000 for the year ended December 31, 2018.

In addition, the Ministry of Economic Affairs claimed past due liquidated damages amounting to $ 88.6 million from Fuhai Corporation, as a joint-originator of the Incentive Program, the Company was committed to be jointly responsible for Fuhai Corporation. Currently, the case is still ongoing. According to the Company’s designated lawyer, the Ministry of Economic Affairs has not indicated its intention of claiming the liquidated damages from the Company and the Company has not reached the payment stage, therefore, the Company did not estimate the possible losses on liquidated damages.

Fuhai Corporation alleged that the Company did not issue an incentive guarantee of offshore wind power demonstration system based on the Article 1 of Memorandum of Understanding which was signed under mutual agreement, whereby Fuhai Corporation could not apply a government grant of $0.1 billion from Bureau of Energy. Fuhai Corporation filed a lawsuit to claim an equal compensation for the $0.1 billion government grant. On March 24, 2020, the Taiwan Taipei District Court ruled in favour of the Company. Subsequently, Fuhai Corporation filed an appeal. The Company’s designated lawyer believes that the claim is meritless. The case is currently pending with the Taiwan High Court.

  • (6) The ships under construction have all been insured with shipbuilding insurance. On September 14, 2016, Typhoon Meranti caused damages in a third party’s property and thus claimed for compensation of approximately NT$806 million. On May 29, 2020, the Taiwan Kaohsiung District Court rendered a decision against the Company, and the Company is liable to pay compensation approximately $895 million (interest is calculated up until September 30, 2020). On June 23, 2020, the Company appealed to the second instance court. The case is currently pending with the court. According to the Company’s designated lawyer, the aforementioned compensation is covered by the Company’s relevant comprehensive insurance for shipbuilding and the second instance appeal filed by the Company for remedy has not yet been decided. Thus, the compensation payable due to the first instance’s decision has no material impact to the Company’s operation.

~63~

  • (7) The Company was commissioned by Fuhai Wind Farm Corporation for offshore wind power maritime engineering (details are provided in Note 7(2) C) and Zhongwei Wind Farm Corporation (Zhongwei Corporation) undertook the construction of the meteorological observation tower, selfelevating lifting platform for demonstration unit and demonstration wind farm, fan lifting and other constructions of the aforementioned engineering. Zhongwei Corporation claimed that the Company did not notify them the performance date leading to their damages and informed the Company to pay US$ 2.5 million to compensate their losses. The Company disagreed with the claim since Zhongwei Corporation did not meet the requirements of payment terms in the contract and Zhongwei Corporation filed a lawsuit in Taiwan Kaohsiung District Court. On December 17, 2019, the Taiwan Kaohsiung District Court rendered a civil ruling to dismiss this case due to the claim made by Zhongwei Corporation was unjustified. On February 3, 2021, the Taiwan High Court Kaohsiung Branch Court has dismissed both the claim and the additional claim filed by the Zhongwei Corporation.

10. SIGNIFICANT DISASTER LOSS

None.

11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE

Please refer to Note 6(21) C for the information of share capital.

12. OTHERS

(1) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt. Following the industry practices, the Company uses gearing ratio to control capital.

The Company’s policy is to maintain a stable gearing ratio. Ratios are as follows:

Gearing ratio December 31, 2020
86%
December31,2019
82%

~64~

(2) Financial instruments

A. Financial instruments by category

Financial instruments by category
Financial assets
Financial assets at amortised cost
Cash and cash equivalents
Accounts receivable (including related
parties)
Other receivables (including related
parties)
Guarantee deposits paid
Financial liabilities
Financial liabilities at fair value through
profit or loss
Financial liabilities designated as at
fair value through profit or loss
Financial liabilities at amortised cost
Short-term borrowings
Short-term notes and bills payable
Notes payable (including related
parties)
Accounts payable (including related
parties)
Other payables
Corporate bonds payable
Long-term borrowings (including
current portion)
Long-term notes and accounts
payable
Guarantee deposits received
Lease liability
December31,2020
1,157,664
$ 1,190,180
41,572
53,083
2,442,499
$ December31,2020
5,995
$ 5,199,146
$ 2,699,405

119,692
1,498,929
1,311,249
1,932,301
5,198,570
693,347
261,809
18,914,448
$ 3,541,292
$
December31,2019
4,066,638
$ 1,298,699
117,311
64,036
5,546,684
$
December31,2019
-
$
1,822,361
$ 1,699,563
285,404
992,169
1,177,065
-
5,847,772
681,757
237,539
12,743,630
$
3,828,513
$

~65~

B. Financial risk management policies

The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. To minimise any adverse effects on the financial performance of the Company, derivative financial instruments, such as forward foreign exchange contracts are used to hedge certain exchange rate risk. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.

For supervising management, the Board of Directors has set related rules to authorize the management to perform daily operations within acceptable risk range and requires the internal audit to inspect the management and report on a regular basis. The internal audit must report to the Board of Directors if there is any unusual situation at any time, and respond to the situations adequately.

C. Significant financial risks and degrees of financial risks

(a) Market risk

Foreign exchange risk

  • i. The foreign exchange risk is mainly arising from USD and EUR. Management has set up a policy to companies to manage their foreign exchange risk against their functional currency. The companies are required to hedge their entire foreign exchange risk exposure with the treasury. Exchange rate risk is measured through a forecast of highly probable USD revenues and JPY expenditures. Forward foreign exchange contracts are adopted to minimise the volatility of the exchange rate affecting forecast foreign currency income and cost of inventory purchases.

  • ii.The Company’s businesses involve some non-functional currency operations. The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:

Financialassets December31,2020 December31,2020
Foreign Currency
(inthousands)
58,811
$ 9,238
93
253
ExchangeRate
28.43
34.82
28.53
35.22
BookValue (NTD)
1,671,907
$ 321,667
2,653
8,911
Monetaryitems
USD:NTD
EUR:NTD
Financial liabilities
Monetaryitems
USD:NTD
EUR:NTD

~66~

December31,2019 December31,2019
Foreign Currency
(inthousands)
ExchangeRate
Book Value (NTD)
Financial assets
Monetary items
USD:NTD $ 122,243

29.93
$ 3,658,740
Financial liabilities
Monetary items
USD:NTD 96
30.03
2,883
EUR:NTD 519
33.79 17,524
  • iii.If NTD had appreciated/ depreciated by 1% against USD with all other variables held constant, effect to post-tax profit (loss) is as follows:
Years ended December 31,
If NTD had appreciated/
depreciated by1% against tax 2020 2019
Increase (decrease) in net
profit (loss) after tax 15,857
$
$ 29,107
  • iv.The net exchange gain (loss) arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2020 and 2019, amounted to $15,895 and ($46,663), respectively.

Price risk

The Company is not exposed to significant commodity price risk.

Interest rate risk

  • i. The convertible bonds issued by the Company are zero-interest bonds with conversion options, and its fair value is affected by the stock price volatility. Based on the assessment, there is no material change in interest rate that would expose the Company to cash flow risk.

  • ii.The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. If the interest rate had increased/decreased by 0.25% with all other variables held constant, cash flows for the years ended December 31, 2020 and 2019 would have increased/decreased by $13,000 and $14,625, respectively.

(b)Credit risk

Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable and other receivables based on the agreed terms. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.

~67~

Cash and cash equivalents and derivative financial instruments

The Company only trades with counterparties with good credit, in accordance with the Company’s transaction policies. There is no recent violation of significant cash and cash equivalents and derivative financial products.

Contract assets, accounts receivable and other receivables

  • i. The Company appointed external agency to perform proper credit investigations for customers before signing the contracts of shipbuilding, vessel construction and machinery manufacturing. The results of the credit investigations were low risk, therefore, the credit risks of relevant receivables (primarily under accounts receivable or contract assets) were low risk.

  • ii. The Company’s contract assets and accounts receivable were due from government (including state-owned enterprises) and general business. To maintain the quality of the accounts receivable and contract assets, the Company has established credit risk management procedures for operating. The Company considered customers’ financial status, historical trading record and future economic condition in accordance with types of customer, and took into account factors that may influence customers’ ability to pay to assess the credit quality of customers. The Company estimated expected credit loss by individual assessment.

  • iii. In line with credit risk management procedure, when the counterparty failed to fulfil the mutual agreements nor to conduct negotiation, the default has occurred.

  • iv. As of December 31, 2020 and 2019, the expected loss rates of not past due accounts receivable and contract assets were 1% and 0.04%; 1% and 0.08%, respectively.

As of December 31, 2020 and 2019, the Company’s receivables collected upon the delivery of ships amounted to $440,523 and $463,765, respectively, which arose from a negotiation conducted with the counterparties to amend the terms of some installment receivables. The Company assesses that there was no material loss incurred from the amendment of the terms.

As of December 31, 2020 and 2019, the Company’s past due construction receivables amounted to $796,040 and $0, respectively, because the counterparty failed to fulfil the mutual agreements and the payments were still under negotiation.

After considering the counterparties’ financial status, historical experience and other factors, the expected credit loss based on the individual assessment both amounted to $315,838 as of December 31, 2020 and 2019.

  • v. Movements in relation to the Company applying the simplified approach to provide loss allowance for accounts receivable and contract assets are as follows:
2020 2020
Accounts receivable Contract assets
At January 1 $ 318,980
$ 194,663
Reversal of impairment loss ( 1,354)
( 2,542)
At December 31 $ 317,626 $ 192,121

~68~

2019 2019 2019
Accounts receivable Contract assets
At January 1 $ 319,599
$ 195,478
Reversal of impairment loss ( 619)
( 815)
At December 31 $ 318,980 $ 194,663

For the years ended December 31, 2020 and 2019, the expected credit gains arising from accounts receivable and contract assets generated from customers’ contracts amounted to $3,896 and $1,434, respectively.

(c)Liquidity risk

The table below analyses the Company’s non-derivative financial liabilities and net-settled or gross-settled derivative financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet date to the contractual maturity date for non-derivative financial liabilities and to the expected maturity date for derivative financial liabilities. The amounts disclosed in the table are the contractual undiscounted cash flows.

December 31, 2020:

December 31, 2020:
Less than
1year
Non-derivative financial liabilities:
Short-term borrowings
5,200,120
$ Short-term notes payable
2,700,000
Payables
3,213,804
Lease liability
272,881
Corporate bonds payable
-
Long-term borrowings (Note)
1,305,646
12,692,451
$ Derivative financial liabilities:
Options embedded in
convertible bonds
-
$ December 31, 2019:
Less than
1year
Non-derivative financial liabilities:
Short-term borrowings
1,824,565
$ Short-term notes payable
1,700,000
Payables
3,229,479
Lease liability
265,694
Long-term borrowings (Note)
538,486
7,558,224
$ Note: Including long-term borrowings, current portion.
Less than
1year
Between 1
and 2years
Between 2
and5 years
Over5Years
-
$ -
613,762
236,772
-
3,787,313
4,637,847
$ -
$ Between 1
and 2years
-
$ -
475,749
697,980
1,998,400
140,455
3,312,584
$ 5,995
$ Between 2
and5 years
-
$ -
156,672
2,810,811
-
-
2,967,483
$ -
$ Over5Years
1,824,565
$ 1,700,000
3,229,479
265,694
538,486
7,558,224
$
-
$ -
411,134
264,989
4,455,646
5,131,769
$
-
$ -
472,728
688,752
927,768
2,089,248
$
-
$ -
315,920
3,147,677
-
3,463,597
$

Note: Including long-term borrowings, current portion.

Derivative financial liabilities: None.

~69~

(3) Fair value estimation

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

  • Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date. A market is regarded as active where a market in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

  • Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The fair value of the Company’s investment in derivative instruments is included in Level 2.

  • Level 3 Unobservable inputs for the asset or liability. Call and put options embedded in convertible bonds are included in Level 3.

  • B. Fair value information of investment property at cost is provided in Note 6(9).

  • C. Financial instruments not measured at fair value

The carrying amounts of cash and cash equivalents, contract assets, accounts receivable (including related parties), other receivables (including related parties), guarantee deposits paid, short-term borrowings, contract liabilities, notes payable (including related parties), accounts payable (including related parties), other payables, guarantee deposits received and long-term borrowings (including current portion) are approximate to their fair values.

  • D. The related information of financial and non-financial instruments measured at fair value by level on the basis of the nature, characteristics and risks of the assets and liabilities at December 31, 2020 and 2019 is as follows:

  • (a) The related information of natures of the assets and liabilities is as follows:

December 31, 2020:

December 31, 2020:
December 31, 2019: None.
Liabilities
Recurring fair value measurements
Financial liabilities at fair value
through profit or loss
Options embedded in convertible
bonds
Level 1 Level 2 Level3 Total
-
$
-
$
5,995
$
5,995
$
  • (b) The methods and assumptions the Company used to measure fair value are as follows:

Certain inputs used in the valuation model for measuring the fair value of the Company’s debt instruments with embedded derivatives in are not observable at market, and the Company must make reasonable estimates based on its assumptions. The effect of unobservable inputs to the valuation of financial instruments is provided in Note 12(3)I.

~70~

  • E. For the years ended December 31, 2020 and 2019, there was no transfer between Level 1 and Level 2.

  • F. The following chart is the movement of Level 3 for the year ended December 31, 2020:

2020
Derivativeinstrument
At January 1 $ -
Losses recognised in profit or loss -
Recorded as non-operating income and expenses ( 11,749)
Issued in the year 17,754
Converted in the year ( 10)
At December 31 $ 5,995
Movement of unrealised loss in profit or loss of
liabilities held as at December 31, 2020 (Note) ($ 11,749)
Note: Recorded as non-operating income and expense.

For the year ended December 31, 2019: None.

  • G. For the years ended December 31, 2020 and 2019, there were no transfer into or out from Level 3.

  • H. Treasury segment is in charge of valuation procedures for fair value measurements being categorised within Level 3, which is to verify independent fair value of financial instruments using the actuarial reports issued by external experts. Such assessment is to ensure the valuation results are reasonable by applying independent information to make results close to current market conditions, confirming the resource of information is independent, reliable and in line with other resources and represented as the exercisable price, and frequently calibrating valuation model, performing back-testing, updating inputs used to the valuation model and making any other necessary adjustments to the fair value.

  • I. The following is the qualitative information of significant unobservable inputs and sensitivity analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:

Hybrid instrument:
Options embedded
in convertible
Fair value at
Valuation
December31,2020
technique
Input
5,995
$ Binary tree convertible
Stock price
bond valuation model
Volatility
Risk discount rate
Range
(weighted average)
28.45
39.14%
0.5471%

The higher the stock price, the higher the redemption value; the higher the volatility, the higher the redemption value; the lower the risk discount rate, the higher the redemption value. Thus, the redemption value for the year increased (redemptions are financial assets of the issue company). Put options are also affected by the change in stock price, volatility and risk-free interest rate.

~71~

The higher the stock price, the lower the put option value; the higher the volatility, the higher the put option value; the lower the risk discount rate, the lower the put option value. Thus, the put option value for the year decreased (put options are financial liabilities of the issue company). December 31, 2019: None.

  • J. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss from financial assets and liabilities categorised within Level 3 if the inputs used to valuation models have changed:

December 31, 2020 Recognised in profit or loss Input Change Favourable change Unfavourable change Financial liabilities Hybrid instrument Stock price volatility ±5% $ 999 ($ 1,199) December 31, 2019: None.

13. SUPPLEMENTARY DISCLOSURES

  • (1) Significant transactions information

  • A. Loans to others: None.

  • B. Provision of endorsements and guarantees to others: None.

  • C. Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): None.

  • D. Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company’s paid-in capital: Please refer to table 1.

  • E. Acquisition of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • F. Disposal of real estate reaching NT$300 million or 20% of paid-in capital or more: None.

  • G. Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paidin capital or more: Please refer to table 2.

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

  • I. Trading in derivative instruments undertaken during the reporting periods: Please refer to Note 6(13) for the information.

  • J. Significant inter-company transactions during the reporting periods: Please refer to table 3.

(2) Information on investees

Names, locations and other information of investee companies (not including investees in Mainland China): Please refer to table 4.

~72~

(3) Information on investments in Mainland China

  • A. Basic information: None.

  • B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.

(4) Major shareholders information

Major shareholders information: Please refer to table 5.

14. SEGMENT INFORMATION

None.

~73~

Table 1

Expressed in thousands of NTD

CSBC CORPORATION TAIWAN

' - Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company s paid in capital Year ended December 31, 2020

Investor Marketable
securities
General
ledger account
Counterparty Relationship
with
the investor
Balance as at
January1,2020
Balance as at
January1,2020
Addition Addition Disposal Disposal Balance as at December 31,2020 Balance as at December 31,2020
Number of
shares
Amount Number of
shares
Amount
(Note 3)
Number of
shares
Selling price Book value Gain (loss)
on disposal
Number of
shares
Amount
CSBC
Corporation,
Taiwan
Stocks–CSBC-DEME
Wind Engineering Co.,
Ltd.
Investments accounted for
under equity method
Note 1 Note 2 500,001 $ 18,838 10,606,060 $ 1,029,684 - $ - $ - $ - 11,106,061 $ 1,048,522

Note 1: It refers to the investment amount increased in the investee.

Note 2: It is the Company’s joint venture.

Note 3: The amount includes the increase in investment amount and investment loss accounted for using the equity method.

Table 1, Page 1

CSBC CORPORATION TAIWAN

  • Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid in capital or more

Year ended December 31, 2020

Purchaser/seller
Table 2
Counterparty Relationship with the
counterparty
Transaction Transaction Differences in transaction terms compared to
third party transactions
Differences in transaction terms compared to
third party transactions
Balance
Total
notes/accounts
receivable
Footnote
Notes/accounts receivable
(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Balance
Total
notes/accounts
receivable
Footnote
Notes/accounts receivable
(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Balance
Total
notes/accounts
receivable
Footnote
Notes/accounts receivable
(payable)
Expressed in thousands of NTD
(Except as otherwise indicated)
Purchases
(sales)
Amount Percentage of
total purchases
(sales)
Credit term Unit price Credit term Balance Total
notes/accounts
receivable
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC-DEME Wind Engineering Co., Ltd.
China Steel Express Corporation
China Steel Corporation
Other related parties
Subsidiary of the Company's
legal entity director
Corporate Director
Sale
Sale
Purchases
302,453)
($ (214,075)
883,684
(1.2%)
(0.8%)
8.7%
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
Note 1
-
$ -
111,592)
(
-
-
(7%)
Note 2
-
Note 3

Note 1: Based on the contract, the payment terms is the same as in general transactions.

Note 2: The contract liabilities from CSBC-DEME Wind Engineering Co., Ltd. amounted to $1,1489,197.

Note 3: The prepayments to China Steel Corporation amounted to $299,399 and other receivables amounted to $15,404.

Table 2, Page 1

Table 3

CSBC CORPORATION TAIWAN

- Significant inter company transactions during the reporting periods

Year ended December 31, 2020

Expressed in thousands of NTD (Except as otherwise indicated)

Transaction

Transaction
Number
(Note 1)
Companyname Counterparty Relationship
(Note 2)
General ledger account Amount Transaction terms Percentage of consolidated total
operating revenues or total assets
(Note3)
0
0
0
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
BLUE ACE CORPORATION
BLUE ACE CORPORATION
CSBC Coating Solutions Co., Ltd
Parent company to
subsidiary
Parent company to
subsidiary
Parent company to
subsidiary
Outsourcing expenses
Accounts payable
Outsourcing expenses
68,500
$ 8,362
10,746
Note 4
Note 4
Note 4
-
-
-

Note 1 The numbers filled in for the transaction company in respect of inter-company transactions are as follows:

  • (1)Parent company is ‘0’.

  • (2)The subsidiaries are numbered in order starting from ‘1’.

Note 2 If transactions between parent company and subsidiaries or between subsidiaries refer to the same transaction, it is not required to disclose twice.

For example, if the parent company has already disclosed its transaction with a subsidiary, then the subsidiary is not required to disclose the transaction; for transactions between two subsidiaries, if one of the subsidiaries has

disclosed the transaction, then the other is not required to disclose the transaction.

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

Note 4 Based on the contract, the payment terms is the same as in general transactions.

Table 3, Page 1

Table 4

CSBC CORPORATION TAIWAN

Information on investees

Year ended December 31, 2020

Expressed in thousands of NTD

(Except as otherwise indicated)

Investor Investee Location Main business activities Initial investment amount Initial investment amount Shares held as at December Shares held as at December 31,2020 Net profit (loss)
of the investee
for the year
ended
December 31,
2020
Investment
income(loss)
recognised by the
Company for the
year ended
December 31,2020
Footnote
Balance
as at December
31,2020
Balance
as at December
31,2019
Number of shares Ownership (%) Book value
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Corporation, Taiwan
CSBC Coating Solutions Co.,
Ltd
CSBC Coating Solutions Co.,
Ltd
CSBC-DEME Wind Engineering Co.,
Ltd.
CSBC Coating Solutions Co., Ltd.
Taiwan International Windpower
Training Corporation Ltd.
Taiwan Offshore Wind Farm Services
Corporation
Fuhai Wind Farm Corporation
BLUE ACE CORPORATION
Blue Ocean Wind Power Engineering
(Hong Kong) Limited
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Taiwan
Hong Kong
Installation of cable, lease of ships,
and contracting of ships services
Marine coating, steel structure
painting works, surface treatment,
and high-tech anti-corrosion etc.
Research and development, energy
technology service
Manufacturing of metal structure,
building component, power
generation and others
Wind power industry
Marine coating, steel structure
painting works, surface treatment,
and high-tech anti-corrosion etc.
Marine works services
1,099,500
$ 125,000
12,000
4,000
178,156
25,000
304
49,500
$ 125,000
12,000
4,000
178,156
25,000
304
11,106,061
14,600,165
1,200,000
400,000
15,000,000
-
100
50.00
100.00
12.00
40.00
37.97
100.00
100.00
1,048,522
$ 174,438
10,911
-
-
20,728
107
40,632)
($ 4,821
2,845
7,380)
(
42,852)
(
4,938)
(
93)
(
20,316)
($ 4,821
341
-
-
-
-
Note 1
Note 1
Note 1
Note 1
Note 2
Note 2

Note 1 Please refer to Note 6(5) for details about investments accounted for under equity method.

Note 2 The amount has been included in the profit (loss) of the Company’s investee accounted for using equity method and has been recognised as gain (loss) on investment.

Table 4, Page 1

Table 5

CSBC CORPORATION TAIWAN

Major shareholders information

December 31, 2020

Name of major shareholders Number of shares held Shares
Ownership (%)
Ministry of Economic Affairs, R.O.C.
Yuanta Commercial Bank Trust Account
Financing Investment Venture Capital
CPC Corporation, Taiwan
Yao Hua Glass Co., Ltd. Management Committee
National Defense Industrial Development Foundation
105,070,366
36,032,305
36,032,305
25,000,000
23,998,253
23,777,487
22.21%
7.61%
7.61%
5.28%
5.07%
5.02%
  • Description: (1) The major shareholders’ information was derived from the data using the Company issued common shares (including treasury shares) and preference shares in dematerialised form which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. The share capital which was recorded on the financial statements may differ from the actual number of shares in dematerialised form due to the difference of calculation basis.

  • (2) If the aforementioned data contains shares which were kept in the trust by the shareholders, the data was disclosed as a separate account of the client which was set by the trustee. As for the shareholder who reports share equity as an insider whose shareholding ratio was greater than 10% in accordance with Securities and Exchange Act, the shareholding ratio included the self-owned shares and trusted shares, at the same time, persons who have power to decide how to allocate the trust assets. For the information on reported share equity of insiders, please refer to the Market Observation Post System.

  • (3) The preparation principle of this table uses the shareholders’ register as of the book closure date for the shareholders’ special meeting (no need buy-to-cover short sales) to calculate the distribution of the balance of each unsecured transaction.

  • (4) Ownership (%) = total shares held by the shareholder/total shares transferred in dematerialised form.

  • (5) Total shares transferred in dematerialised form (including treasury shares) amounted to 473,055,493 shares=473,055,493 common shares+0 preference shares.

Table 5, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF CASH AND CASH EQUIVALENTS

DECEMBER 31, 2020

Statement 1
Item
Cash on hand and
revolving funds
Cash in banks







Description
Demand deposits denominated in NTD
Demand deposits denominated in EUR
(EUR 9,238 thousand with exchange rate at 34.82)
Demand deposits denominated in USD
(USD 780 thousand with exchange rate at 28.43)
Time deposits denominated in USD
(USD 10,960 thousand with exchange rate at 28.43,
interest rate: 0.12%, maturity date: 2021.01.06)
Expressed in
Amount
410
$ 501,821
321,668
22,175
311,590
1,157,664
$ thousands of NTD

Statement 1, Page 1

CSBC CORPORATION, TAIWAN CONTRACT ASSETS STATEMENTS

DECEMBER 31, 2020

Statement 2
Client Name
Non-related parties:
Customer 7
Customer 4
Customer D
Others
Less: Loss allowance
Related parties:
Fuhai Wind Farm Corporation
Sing Da Marine Structure Corporation
Less: Loss allowance
Description
Amount
Note
1,828,764
$ 1,752,354
651,609
143,233
4,375,960
1,871)
(
4,374,089
190,190
$ 149,476
339,666
190,250)
(
149,416
4,523,505
$ Balance of individual
accounts has not
exceeded 5% of total
account balance
Expressed in thousands of NTD

Statement 2, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF ACCOUNTS RECEIVABLE, NET

DECEMBER 31, 2020

Statement 3
Client Name
Non-related parties:
Customer 7


Customer G


Customer 5


Others
Less: Loss allowance
Related parties:
CPC Corporation, Taiwan
CSBS Coating Solutions Co., Ltd.
Description
Amount
Note
Income from ships
manufacturing
1,236,563
$ Income from ships
repairing
61,942
Income from ships
repairing
91,802
97,188
1,487,495
317,626)
(
1,169,869
20,295
$ 16
20,311
$ Expressed in thousands of NTD
Balance of individual
accounts has not
exceeded 5% of total
account balance

Statement 3, Page 1

CSBC CORPORATION, TAIWAN STATEMENT OF INVENTORIES

DECEMBER 31, 2020

Expressed in thousands of NTD

Statement 4
Net
Item
Cost
Realizable Value
Raw materials
2,321,658
$ 2,279,485
$ Work in progress and under repair
69,877
69,877
2,391,535
2,349,362
$ Less: Allowance of valuation loss
42,173)
(
2,349,362
$ Amount
Expr
Note
essed in thousands of NTD
Measured by lower of cost
and net realizable value

Statement 4, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF CHANGES IN INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

FOR THE YEAR ENDED DECEMBER 31, 2020

Statement 5
Name
No. of
Shares
Amount
500,001
18,838
$ 12,500,000
169,617
1,200,000
10,570
15,000,000
-
400,000
-
199,025
$ BeginningBalance
No. of
Shares
Amount
10,606,060
1,050,000
$ 2,100,165
4,821
-
341
-
-
-
-
1,055,162
$ Addition
No. of
Shares
Amount
-
(20,316)
$ -
-
-
-
-
-
-
-
(20,316)
$ Decrease
No. of
Shares
%
Amount
11,106,061
50.00%
1,048,522
$ 14,600,165
100.00%
174,438
1,200,000
12.00%
10,911
15,000,000
37.97%
-
400,000
40.00%
-
1,233,871
$ EndingBalance
No. of
Shares
%
Amount
11,106,061
50.00%
1,048,522
$ 14,600,165
100.00%
174,438
1,200,000
12.00%
10,911
15,000,000
37.97%
-
400,000
40.00%
-
1,233,871
$ EndingBalance
Unit Price
Valuation
(NT$)
Total Amount
Basis
Collateral
94.41
$ 1,048,522
$ Equity
method
None
11.95
174,438
Equity
method
None
9.09
10,911
Equity
method
None
-
-
Equity
method
None
-
-
Equity
method
None
1,233,871
$ Market Value or
Expressed in thousands of NTD
NetAssets Value
Unit Price
Valuation
(NT$)
Total Amount
Basis
Collateral
94.41
$ 1,048,522
$ Equity
method
None
11.95
174,438
Equity
method
None
9.09
10,911
Equity
method
None
-
-
Equity
method
None
-
-
Equity
method
None
1,233,871
$ Market Value or
Expressed in thousands of NTD
NetAssets Value
No. of
Shares
500,001
12,500,000
1,200,000
15,000,000
400,000
No. of
Shares
10,606,060
2,100,165
-
-
-
No. of
Shares
-
-
-
-
-
No. of
Shares
11,106,061
14,600,165
1,200,000
15,000,000
400,000
%
50.00%
100.00%
12.00%
37.97%
40.00%
Unit Price
(NT$)
94.41
$ 11.95
9.09
-
-
CSBC - DEME Wind
Engineering Co., Ltd.
CSBS Coating Solutions
Co., Ltd.
Taiwan International
Windpower Training
Corporation Ltd.
Fuhai Wind Farm Corporation
Taiwan Offshore Wind
Farm Services Corporation
Total
None
None
None
None
None

For increase and decrease during the year, please refer to Note 6(5) investments accounted for using equity method for details.

Statement 5, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF CHANGES IN COST OF RIGHT-OF-USE ASSETS

FOR THE YEAR ENDED DECEMBER 31, 2020

Statement 6
Items
Land
Building and structures
Transportation equipment
Total
BeginningBalance
3,629,106
$ 115,634
298,467
4,043,207
$
Addition
Decrease
-
$ 121,969)
($ 2,306
-
61,105
-
63,411
$ 121,969)
($
EndingBalance
Note
3,507,137
$ 117,940
359,572
3,984,649
$ Expressed in thousands of NTD

For increase and decrease during the year, please refer to Note 6(7) lease transaction- lessee for details.

Statement 6, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF CHANGES IN ACCUMULATED DEPRECIATION OF RIGHT-OF-USE ASSETS

FOR THE YEAR ENDED DECEMBER 31, 2020

Statement 7
Item
Land
Building and structures
Transportation equipment
BeginningBalance
168,378
$ 12,792
56,574
237,744
$
Addition
164,179
$ 13,144
68,638
245,961
$
Decrease
-
$ -
-
-
$
EndingBalance
Note
332,557
$ 25,936
125,212
483,705
$ Expressed in thousands of NTD

Statement 7, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF SHORT-TERM BORROWINGS

DECEMBER 31, 2020

Statement 8
Nature
Description
Bank’s unsecured borrowings
Taiwan Cooperative Bank
Chang Hwa Commercial Bank, Ltd.
Cathay United Bank
HUA NAN COMMERCIAL BANK , LTD.
Land Bank
Letter of credit for purchasing material from banks
Mega International Commercial Bank Co., Ltd.
Taiwan Cooperative Bank
Taiwan Cooperative Bank
Range of
EndingBalance
Contract Period
Interest Rate
Credit Line
Collateral
3,387,100
$ 2020/12/07~2021/12/07
1.40%
Note 1
None
1,000,000
2020/09/30~2021/09/30
1.00%
Note 2
None
300,000
2020/12/14~2021/12/14
0.96%
Note 3
None
300,000
2020/10/28~2021/10/08
0.90%
Note 4
None
200,000
2020/03/10~2021/03/10
0.85%
Note 5
None
5,187,100
11,085
2020/04/19~2021/04/18
0.42%~0.70%
Note 6
None
607
2020/12/07~2021/12/06
0.54%
Note 7
None
354
2020/12/07~2021/12/07
1.40%
Note 1
None
12,046
5,199,146
$ Expressed in thousands of NTD

Note 1: Finance facility from banks including letter of credit and guarantee deposits amounted to $4,000,000.

Note 2: Finance facility from banks including letter of credit and short-term loans amounted to $1,550,000.

Note 3: Finance facility from banks including letter of credit and short-term loans amounted to USD 60,000 thousand.

Note 4: Finance facility from banks including letter of credit and short-term loans amounted to $600,000.

Note 5: Finance facility from banks including letter of credit and guarantee deposits amounted to $300,000.

Note 6: Finance facility from banks including letter of credit, guarantee deposits and overdrafts amounted to $3,500,000.

Note 7: Finance facility from banks including letter of credit amounted to USD 30,000 thousand.

Statement 8, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF SHORT-TERM BILLS PAYABLE

DECEMBER 31, 2020

Statement 9
Item
Guarantor or AcceptingInstitution
Commercial paper
payable
China Bills Finance Corporation
MEGA Bills Finance Co., Ltd.
"
"
International Bill Finance Corporation
Taiwan Finance Corporation
"
Ta Ching Bills Finance Corporation
First Commercial Bank Co., Ltd.
Contract Period
2020/12/14~2021/01/11
2020/12/09~2021/01/06
2020/12/23~2021/01/20
2020/12/11~2021/01/06
2020/12/26~2021/01/13
2020/12/11~2021/02/04
2020/11/20~2021/01/12
2020/11/11~2021/01/08
2020/11/27~2021/01/25
Range of
Interest Rate
0.50%
0.82%
0.82%
0.82%
0.52%
0.61%
0.61%
0.72%
0.33%
Issuance
Unamortized
Amount
Discounts
500,000
$ 69)
($ 500,000
56)
(
400,000
170)
(
100,000
11)
(
500,000
86)
(
200,000
114)
(
100,000
18)
(
200,000
28)
(
200,000
43)
(
2,700,000
$ 595)
($

Statement 9, Page 1

CSBC CORPORATION, TAIWAN CONTRACT LIABILITIES STATEMENTS DECEMBER 31, 2020

Statement 10
Client Name
Non-related parties:
Customer 5
Customer D
Others
Related parties:
CSBC - DEME Wind Engineering Co., Ltd.
Description Amount
Note
3,442,989
$ 1,356,016
410,588
5,209,593
1,489,197
6,698,790
$ Expressed in thousands of NTD
Balance of individual
accounts has not
exceeded 5% of total
account balance

Statement 10, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF TRADE PAYABLES

DECEMBER 31, 2020

Statement 11
Client Name
Non-related parties:
TROPHEX ENGINEERING CORPORATION
Others
Related parties:
BLUE ACE CORPORATION
Description Amount
Note
47,411
$ 1,443,156
1,490,567
$ 8,362
$ Expressed in thousands of NTD
Balance of individual
accounts has not
exceeded 3% of total
account balance

Statement 11, Page 1

CSBC CORPORATION, TAIWAN STATEMENT OF OTHER PAYABLES DECEMBER 31, 2020

Statement 12
Client Name
Salary and bonus payable
Other accrued expenses
Payables for machinery and equipment
Others
Description Amount
Note
702,345
$ 518,950
63,755
26,199
1,311,249
$ Expressed in thousands of NTD
Balance of individual
accounts has not
exceeded 5% of total
account balance

Statement 12, Page 1

Expressed in thousands of NTD

CSBC CORPORATION, TAIWAN STATEMENT OF BONDS PAYABLE

DECEMBER 31, 2020

Statement 13

Bonds Name Trustee Issuance Date Interest
Payment
Date
Coupon Rate Amount Repayment
Term
Collateral Note
Total Issuance
Amount
Repayment
Paid or
Transferred
Outstanding
Balance
Unamortized
Premiums
(Discounts)
Carrying
Amount
Domestic first seucured
convertible corporate bond
TAIPEIFUBON COMMERCIAL
BANK CO., LTD
2020.2.24 - Note 1 2,000,000
$
1,600)
($
1,998,400
$ Less: Maturity
66,099)
($ within one year
1,932,301
$ -
1,932,301
$
Note 1 Note 2

Note 1: Information relating to lease payments receivable is provided in Note 6(16).

Note 2: CHANG HWA COMMERCIAL BANK, LTD. was commissioned to guarantee the corporate bond.

Statement 13, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF LONG-TERM BORROWINGS

DECEMBER 31, 2020

Statement 14
Creditor
Description
(A) Long-term bank borrowings
Statement 14
Creditor
Description
(A) Long-term bank borrowings
Statement 14
Creditor
Description
(A) Long-term bank borrowings
Amount
(in thousands)
Contract Period Interest Rate Collateral
Note
Expressed in thousands of NTD
Collateral
Note
Expressed in thousands of NTD
Unsecured borrowings
Bank of Taiwan
TAIWAN BUSINESS
BANK, LTD.
Guarantor or Accepting
Item
Institution
Contract Period
Principal was repaid averagely in 4 installments
starting from third year.
Principal was repaid averagely in 5 installments
starting from the 2.5th year.
Less: Current portion
(B) Commercial paper payables
1,500,000
$ 700,000
2,200,000
1,280,000)
(
920,000
$ Range of
Interest Rate
2017/6/22~
2022/6/22
2018/3/12~
2023/3/12
1.18%
1.05%
Amount
None
None
Note
Issuance Amount Unamortized
Discounts
Book Value
Commercial paper
payable
MEGA Bills Finance
Co., Ltd.
China Bills Finance
Corporation
Taishin International Bank
Co. Ltd.
International Bill Finance
Corporation
2020/09/26~
2022/12/15
2020/09/26~
2022/10/26
2020/06/21~
2022/12/20
2020/06/22~
2022/06/21
0.60%
0.56%
0.43%
0.51%
1,000,000
$ 850,000
800,000
350,000
3,000,000
$
467)
($ 446)
(
328)
(
189)
(
1,430)
($
999,533
$ 849,554
799,672
349,811
2,998,570
$
None
None
None
None

Note: Revolving issuance of commercial paper which has contract periods of 2~4 years and shown as long-term borrowings. Please refer to Note 6(17) for details.

Statement 14, Page 1

CSBC CORPORATION, TAIWAN STATEMENT OF LEASE LIABILITIES

DECEMBER 31, 2020

Statement 15
Item
Description
Land
Buildings and structures
Transportation equipment
Dock facilities
Lease Period
2006.01.01~2045.12.31
2011.10.01~2027.12.31
2011.10.01~2027.12.31
Less: Maturity within one year
Discount Rate
EndingBalance
Note
1.21%
3,208,503
$ 1.21%
94,338
1.21%
238,451
3,541,292
272,881)
(
3,268,411
$ Expressed in thousands of NTD

Statement 15, Page 1

CSBC CORPORATION, TAIWAN STATEMENT OF OPERATING REVENUE YEAR ENDED DECEMBER 31, 2020

Statement 16

Expressed in thousands of NTD

Item
Construction contract revenue
Income from of warships manufacturing
Income from ships manufacturing
Income from ships repairing
Income from machine manufacturing
Others
Volume Amount
15,327,666
$ 7,374,458
1,142,126
993,002
188,270
25,025,522
$


Note
Balance of individual
accounts has not
exceeded 3% of total
account balance

Statement 16, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF OPERATING COSTS

YEAR ENDED DECEMBER 31, 2020

Statement 17
Item
Direct raw materials
Direct labor
Manufacturing expense
Input cost in manufacture and repair in the year
Add: Beginning work in progress and under repair
Others
Less: Ending work in progress and under repair
Description
Amount
Note
12,409,045
$ 1,360,111
10,372,012
24,141,168
52,190
2,331,805
69,877)
(
26,455,286
$ Expressed in thousands of NTD

Statement 17, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF MANUFACTURING EXPENSE

YEAR ENDED DECEMBER 31, 2020

Statement 18
Item
Subcontractors’ fees
Professional service expense
Salary
Depreciation
Others
Description Amount
Note
4,517,671
$ 1,766,186
1,516,772
816,025
1,755,358
10,372,012
$ Expressed in thousands of NTD
Balance of individual
accounts has not
exceeded 5% of total
account balance

Statement 18, Page 1

CSBC CORPORATION, TAIWAN STATEMENT OF SELLING EXPENSES YEAR ENDED DECEMBER 31, 2020

Statement 19
Item
Salary
Professional service expense
Pensions
Others
Description Amount
Note
39,808
$ 8,001
3,569
12,799
64,177
$ Expressed in thousands of NTD
Balance of individual
accounts has not
exceeded 5% of total
account balance

Statement 19, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF ADMINISTRATIVE EXPENSES

YEAR ENDED DECEMBER 31, 2020

Statement 20
Item
Salary
Employee training expense
Repair expense
Professional service expense
Others
Description Amount
Note
137,074
$ 70,624
17,436
17,495
85,382
328,011
$ Expressed in thousands of NTD
Balance of individual
accounts has not
exceeded 5% of total
account balance

Statement 20, Page 1

CSBC CORPORATION, TAIWAN

STATEMENT OF RESEARCH AND DEVELOPMENT EXPENSES

YEAR ENDED DECEMBER 31, 2020

Statement 21

Expressed in thousands of NTD

Item
Salary
Professional service expense
Material
Pensions
Others
Description Amount
49,009
$ 28,717
4,957
4,671
6,664
94,018
$


Note
Balance of individual
accounts has not
exceeded 5% of total
account balance

Statement 21, Page 1

CSBC CORPORATION, TAIWAN

SUMMARY STATEMENT OF CURRENT PERIOD EMPLOYEE BENEFITS, DEPRECIATION AND AMORTIZATION EXPENSES BY FUNCTION YEAR ENDED DECEMBER 31, 2020

Statement 22

Expressed in thousands of NTD

Year ended December 31, 2020 Year ended December 31, 2020 Year ended December 31, 2020
Classification Classified as
cost of sales
Classified as
operating expenses
Non-operating
expenses
Total
Employee benefit expenses $ 3,198,284 $ 275,169 $ - $ 3,473,453
Wages and salaries 2,686,757 225,891 - 2,912,648
Labor and health insurance fees 231,637 18,479 - 250,116
Pension costs 222,763 23,179 - 245,942
Board compensation - 3,110 - 3,110
Others 57,127 4,510 - 61,637
Depreciation expenses 816,025 11,298 680 828,003
Amortization expenses 15,674 - - 15,674
Pension costs
Board compensation
Others
Depreciation expenses
Amortization expenses
222,763
-
57,127
816,025
15,674
23,179
-
3,110
-
4,510
-
11,298
680
- -
23,179
-
3,110
-
4,510
-
11,298
680
- -
23,179
-
3,110
-
4,510
-
11,298
680
- -
245,942
3,110
61,637
828,003
15,674
Year ended December 31, 2019
Classification Classified as
cost of sales
Classified as
operating expenses
Non-operating
expenses
Total
Employee benefit expenses $ 3,330,817 $ 293,965 $ - $ 3,624,782
Wages and salaries 2,794,567 243,387 - 3,037,954
Labor and health insurance fees 238,688 19,466 - 258,154
Pension costs 238,206 24,160 - 262,366
Board compensation - 2,744 - 2,744
Others 59,356 4,208 - 63,564
Depreciation expenses 777,302 11,366 556 789,224
Amortization expenses 16,137 - - 16,137

Note:

A.As of December 31, 2020 and 2019, the Company had 2,951 and 2,900 employees respectively, including 10 non-employee directors for both years.

  • B.(a) For the years ended December 31, 2020 and 2019, average employee benefit expense was $1,212 and $1,226, respectively.

  • (b) For the years ended December 31, 2020 and 2019, average employee salary was $1,017 and $1,028, respectively.

  • (c) Changes of adjustments of average employees’ salary was -1.07%.

  • (d) For the years ended December 31, 2020 and 2019, supervisors’ remuneration was both $0.

(e) The Company has a salary and remuneration committee which sets and periodically reviews directors’ and managers’ performance assessment standards, annual and long-term performance target and policies, mechanics, standards and structures of salary and remuneration, periodically assesses the achievement of directors’ and managers’ performance targets and set the content and amount of salary and remuneration based on the assessment results from the performance assessment standards.

In accordance with the Articles of Incorporation, the remuneration of the Company’s directors and supervisors, a ratio of distributable profit of the current year, if any, shall be appropriated as employees' compensation and directors' and supervisors' remuneration. The ratio shall be 1~5% for employees’ compensation which can be in the form of shares or in cash and shall not be higher than 1% for directors' remuneration.

If the Company has an accumulated deficit, earnings should be reserved to cover deficit.

The employees’ salaries include base salaries, rewards for hard working employees and full attendance bonuses. Base salaries are determined according to a point-based salary scale. Base salaries paid to employees below the deputy general manager level may differ because of their responsibilities, nature of job, promotions or job transfers. To meet the Company’s administrative needs, the point-based salary scale is set out using the position classification and the position evaluation procedures to determine the rank/value of the position and its corresponding salary range. Jobs related to engineering and management are evaluated based on the position classification. Jobs related to providing techniques and services are evaluated based on the position evaluation. The conversion ratio of salary points to salaries is determined by reference to the salary situation in the market and adjusted based on the Company’s operational situation.

Note: The Company has an audit committee, thus, there was no remuneration of supervisors.

Statement 22, Page 1