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EMC — Audit Report / Information 2018
Nov 14, 2018
52158_rns_2018-11-14_a86121e0-64b4-42c3-8f9d-072f686518c1.pdf
Audit Report / Information
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND REPORT OF INDEPENDENT
ACCOUNTANTS
DECEMBER 31, 2018 AND 2017
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.
REPORT OF INDEPENDENT ACCOUNTANTS TRANSLATED FROM CHINESE
To the Board of Directors and Shareholders of Evergreen Marine Corporation (Taiwan) Ltd.
Opinion
We have audited the accompanying parent company only balance sheets of Evergreen Marine Corporation (Taiwan) Ltd. (the “Company”) as of December 31, 2018 and 2017, 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 financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other independent accountants (please refer to Other Matter section of our report), the accompanying financial statements present fairly, in all material respects, the financial position of Evergreen Marine Corporation (Taiwan) Ltd. as of December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” .
Basis for opinion
We conducted our audits in accordance with the “Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants” and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s 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 Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “Code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained along with the report of other independent auditors are sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters.
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The key audit matters of the parent company only financial statements for the year ended December 31, 2018 are as follows:
Accuracy of freight revenue and appropriate use of cut-off
Description
Please refer to Note 4(30) for accounting policy on revenue recognition, Note 5(2) for uncertainty of accounting estimates and assumptions applied on revenue recognition, and Note 6(20) for details of sales revenue, Note 6(7) for details of investments accounted for using equity method, and Table 8 for information on investees accounted for using equity method.
The Company, the Company’s directly held subsidiary, Peony Investment S.A., which is recognised in investments accounted for using equity method, and the subsidiary, Evergreen Marine (Hong Kong) Ltd., which is directly and indirectly held an 80% equity interest by the Company, primarily engages in global container shipping service covering ocean-going and near-sea shipping line, shipping agency business as well as container freight station business. Since ocean-going shipping often lasts for several days, voyages are sometimes completed after the balance sheet date. Also, demands for freight are consistently sent by forwarders during voyage. Due to the factors mentioned above, freight revenue is recognized under the percentage-of-completion method for each vessel of which the service has been provided during the reporting period.
Despite the Company and its investee companies conducting business worldwide, its transactions are all in small amounts, whereas the freight rate is subject to fluctuation caused by cargo loading rate as well as market competition. Worldwide shipping agencies use a system to record the transactions by entering data including shipping departure, destination, counterparty, transit time, shipping amounts, and freight price for the Company. Therefore, management could recognise freight revenue in accordance with the data on bill of lading reports generated from the system, accompanied by estimation made from past experience and current cargo loading conditions the revenue that would flow in, and calculate the revenue under the percentage-of-completion method. As the process of recording transactions, communicating with agencies, and maintaining the system are done manually, and the estimation of freight revenue is subject to management’s judgement, therefore freight revenue involves high uncertainty and is material to the financial statements. Given the conditions as described above, we consider the accuracy of freight revenue and the appropriate use of cut-off by the Company and its investee companies as a key audit matter.
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How our audit addressed the matter
We, and the other independent accountants, performed the following audit procedures on the above key audit matter:
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Obtained an understanding of the operation and industry of the Company and its investee companies to assess the reasonableness of policies and procedures on revenue recognition, and confirmed whether it is appropriate to the financial statements.
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Obtained an understanding of the procedures of revenue recognition from booking, picking, billing to receiving. Assessed and tested relevant internal controls, including checking freight items and amounts of delivery information against the approved contracts and booking list. In addition, recalculated the accuracy of freight revenue, and ensured its consistency with the bill of lading report.
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Obtained the estimated freight income report for vessels underway as of balance sheets date, and inquired with management for the reasonableness of judgment. In addition, checked historical freight revenue for total voyage under each individual vessel, along with comparing with current cargo loading condition as well as actual revenue received after period end to ensure the reasonableness of revenue assumptions.
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Confirmed the completeness of vessels underway for the reporting period, including tracking the movements of shipments on the internet to ensure the vessels that depart before period end have been taken into consideration in the freight revenue calculation.
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Verified accuracy of data used in calculating percentage of completion under each voyage, including selecting samples and check whether total shipping days shown on the Company’s website are in agreement with cruise timetable as well as recalculating shipping days (days between departure and balance sheet date), in order to examine the soundness of percentage applied.
Impairment of property, plant and equipment
Description
Please refer to Note 4(15) for accounting policies on property, plant and equipment, Note 5(2) for uncertainty of accounting estimates and assumptions applied on impairment of property, plant and equipment, and Note 6(8) for details of property, plant and equipment, Note 6(7) for details of investments accounted for using equity method, and Table 8 for information on investees accounted for using equity method.
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The Company, the Company’s directly held subsidiary, Peony Investment S.A., which is recognised in investments accounted for using equity method, and the subsidiary, Evergreen Marine (Hong Kong) Ltd., which is directly and indirectly held an 80% equity interest by the Company, primarily engages in global container shipping service covering ocean-going and near-sea shipping line, shipping agency business as well as container freight station business. As new ships have been built and put into operation by many carriers around the world, market supply has exceeded demand. Therefore, the market imbalance led to price competition, resulting to significant changes in profit for the industry and raising the risk of impairment on ship equipment, transport equipment and and cargo handling equipment, which are recognised in property, plant and equipment. The valuation of impairment and recoverable amounts are evaluated by the Company using the present value of the future cash flows expected to be derived from an asset or cash-generating unit compared to the book value. The main assumptions of discount rates used in recoverable amounts, and expected operating revenue growth rates, gross profit, operating profit rates, capital expenditures and discount rates used in future cash flow estimates are subject to management’s judgement and involve high uncertainty, and the estimated results are material to the financial statements. Given the conditions as described above exist in the Company and its investee companies, we consider the impairment assessment of ship equipment, transport equipment and cargo handling equipment in the property, plant and equipment under the Company and its investee companies as a key audit matter.
How our audit addressed the matter
We and other accountants performed the following audit procedures on the above key audit matter:
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Obtained an understanding and assessed the relevant policies, internal controls and process applied to valuation of asset impairments.
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Interviewed with management regarding the impairment test report, and assessed the reasonableness of discount rates and the reasonableness of operating revenue, gross profit, operating profit rate, growth rates and capital expenditure that management used in estimating future cash flows by checking actual performance under past operating plans and comparing the performance with industry forecast to evaluate the intention and capability of management.
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Checked the parameters of the valuation model and recalculated the valuation model for accuracy.
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Significant transactions in investments accounted for using equity method
Description
Please refer to Note 4(14) for accounting policy on investments accounted for using equity method, Note 6(7) for details of investments accounted for under equity method, and Table 8 for information on investees accounted for using equity method.
As of December 31, 2018, the Company owns directly and indirectly 80% equity interests in the subsidiary, Evergreen Marine (Hong Kong) Ltd., which is recognised in investments accounted for using equity method amounting to NT$7,218,598 thousand, constituting 5.64% of total assets, and recognised gain on investments for the year ended December 31, 2018 amounting to NT$783,458 thousand.
In December 2018, the subsidiary, Evergreen Marine (Hong Kong) Ltd., acquired a 100% equity interest in Hatsu Marine (Hong Kong) Limited by cash amounting to NT$3,265,341 thousand, and the fair value of acquired identifiable net assets (including intangible assets-customer relationship) amounted to NT$3,274,188 thousand. This business combination was a significant transaction during the financial reporting period, the fair value of identifiable net assets were estimated based on management’s assessment and price allocation reports prepared by the independent expert appraisers appointed by the company mentioned above. Because the assessment and measurement of the fair value are subject to material judgements and accounting estimations, and are significant to the financial statements, therefore, we identified purchase price allocation a key audit matter.
How our audit addressed the matter
We performed the following audit procedures on the above key audit matter:
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Obtained an understanding of and assessed the purpose, internal control policies and process of business combination.
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Obtained an understanding of and assessed the valuation model used to estimate the fair value of acquiree and the applied forecasting financial data, including assessing the reasonableness of material assumptions, such as discount rate and revenue growth rates, gross margin and operating margin used to estimate future cash flows.
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Obtained an understanding on the allocation of purchase price and procedures, including policies and assessment procedures on measurement and disclosure of identifiable net assets of acquiree. Reviewed the business combination contracts and price allocation reports, and examined the
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acquisition date, recognised considerations and the fair value of identifiable net assets in order to ensure that the transactions were recognised correctly.
Other matter – Reports of other independent accountants
We did not audit the financial statements of all the investee companies accounted for using equity method. Those statements were audited by other independent accountants whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for those investee companies accounted for using equity method and information disclosed in Note 13 relating to these long-term equity investments, is based solely on the reports of the other independent accountants. Long-term equity investments in these investee companies amounted to NT$ 21,850,693 thousand and NT$ 20,592,791 thousand, constituting 17.08% and 17.05% of the total assets as of December 31, 2018 and 2017, respectively, and comprehensive loss (including share of profit or loss and share of other comprehensive income of associates and joint ventures accounted for using equity method) was NT$ 261,959 thousand and NT$ 1,848,434 thousand, constituting (25.52%) and 40.52% of the total comprehensive income (loss) as of December 31, 2018 and 2017, respectively.
Responsibilities of management and those charged with governance for the parent company only financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers” and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company, or to cease operations, or has no realistic alternative but to do so.
Those charged with governance, including supervisors, are responsible for overseeing the Company’s financial reporting process.
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Auditor’s 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 auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ROC GAAS 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 ROC GAAS, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
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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.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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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 auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the parent company only financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the parent company only financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Li, Hsiu-Ling
Chih, Ping-Chiun
For and on behalf of PricewaterhouseCoopers, Taiwan
March 22, 2019
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 report of independent accountants 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.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
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December 31, 2018 December 31, 2017
Assets Notes AMOUNT % AMOUNT %
Current assets
Cash and cash equivalents 6(1) $ 21,672,457 17 $ 23,043,513 19
Current contract assets 6(20) 682,327 - - -
Notes receivable - net 6(4) 43 - 72 -
Accounts receivable - net 6(4) 3,258,807 3 2,861,279 3
Accounts receivable, net - related parties 6(4) and 7 99,623 - 213,443 -
Other receivables 205,230 - 358,065 -
Other receivables - related parties 7 180,937 - 260,788 -
Current income tax assets - - 14,180 -
Inventories 6(5) 908,122 1 688,877 1
Prepayments 254,205 - 225,934 -
Other current assets 6(6), 7 and 8 2,774,061 2 2,129,650 2
Current Assets 30,035,812 23 29,795,801 25
Non-current assets
Non-current financial assets at fair value 6(2)
through other comprehensive income 1,021,582 1 - -
Available-for-sale financial assets - non- 12(4)
current - - 1,297,929 1
Held-to-maturity financial assets - non- 12(4)
current - - 100,000 -
Non-current financial assets at amortised 6(3)
cost 100,000 - - -
Investments accounted for using equity 6(7)
method 58,145,047 45 56,719,097 47
Property, plant and equipment - net 6(8) and 8 35,045,526 27 27,118,687 22
Investment property - net 6(9) and 8 1,888,557 2 1,907,702 2
Intangible assets 28,730 - 39,071 -
Deferred income tax assets 6(27) 686,350 1 561,985 -
Other non-current assets 6(10) 976,611 1 3,254,303 3
Non-current assets 97,892,403 77 90,998,774 75
Total assets $ 127,928,215 100 $ 120,794,575 100
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
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December 31, 2018 December 31, 2017
Liabilities and Equity Notes AMOUNT % AMOUNT %
Current liabilities
Current contract liabilities 6(20) $ 431,290 - $ - -
Accounts payable 4,383,686 4 3,470,062 3
Accounts payable - related parties 7 193,831 - 124,895 -
Other payables 928,636 1 569,685 1
Other payables - related parties 7 6,683 - 14,918 -
Current income tax liabilities 263,684 - 10,766 -
Other current liabilities 6(11)(13) and 7 9,040,820 7 11,029,918 9
Current Liabilities 15,248,630 12 15,220,244 13
Non-current liabilities
Corporate bonds payable 6(12) 10,000,000 8 8,000,000 7
Long-term loans 6(13) 33,708,791 26 31,951,886 26
Deferred income tax liabilities 6(27) 792,971 1 758,619 1
Other non-current liabilities 6(14)(15) 1,333,593 1 1,465,272 1
Non-current liabilities 45,835,355 36 42,175,777 35
Total Liabilities 61,083,985 48 57,396,021 48
Equity
Capital 6(16)
Common stock 45,129,738 35 40,123,560 33
Capital surplus 6(17)
Capital surplus 11,059,145 9 10,838,075 9
Retained earnings 6(18)
Legal reserve 5,685,548 4 4,985,031 4
Unappropriated retained earnings 3,776,643 3 6,769,575 6
Other equity interest 6(19)
Other equity interest 1,193,156 1 682,313 -
Total equity 66,844,230 52 63,398,554 52
Significant Contingent Liabilities And 9
Unrecognised Contract Commitments
Significant Events After The Balance Sheet 11
Date
Total liabilities and equity $ 127,928,215 100 $ 120,794,575 100
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The accompanying notes are an integral part of these parent company only financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except earnings per share)
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Years ended December 31
2018 2017
Items Notes AMOUNT % AMOUNT %
Operating revenue 6(20) and 7 $ 33,994,571 100 $ 28,897,616 100
Operating costs 6(25)(26) and 7 ( 32,512,863) ( 96) ( 26,886,291) ( 93)
Gross profit 1,481,708 4 2,011,325 7
Operating expenses 6(25)(26) and 7
Selling expenses ( 301,462) ( 1) ( 318,030) ( 1)
General and administrative expenses ( 1,606,233) ( 4) ( 1,776,942) ( 6)
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9 ( 297) - - -
Total operating expenses ( 1,907,992) ( 5) ( 2,094,972) ( 7)
Other gains - net 6(21) and 7 7,594 - 316,314 1
Operating (loss) profit ( 418,690) ( 1) 232,667 1
Non-operating income and expenses
Other income 6(22) 580,784 2 492,360 2
Other gains and losses 6(23) 19,481 - 435,171 1
Finance costs 6(24) ( 685,636) ( 2) ( 634,697) ( 2)
Share of profit of subsidiaries, associates and
joint ventures accounted for using equity
method 1,013,565 3 6,692,407 23
Total non-operating income and expenses 928,194 3 6,985,241 24
Profit before income tax 509,504 2 7,217,908 25
Income tax expense 6(27) ( 215,585) ( 1) ( 212,737) ( 1)
Profit for the year $ 293,919 1 $ 7,005,171 24
Other comprehensive income (loss) 6(19)
Components of other comprehensive income
that will not be reclassified to profit or loss
Losses on remeasurements of defined benefit 6(15)
plans ($ 47,522) - ($ 81,598) -
Unrealised gains on valuation of investments in
equity instruments measured at fair value
through other comprehensive income 67,238 - - -
Share of other comprehensive loss of
associates and joint ventures accounted for
using equity method, components of other
comprehensive income that will not be
reclassified to profit or loss ( 409,055) ( 1) ( 167,870) ( 1)
Income tax related to components of other
comprehensive income that will not be
reclassified to profit or loss 11,944 - 13,872 -
Components of other comprehensive loss
that will not be reclassified to profit or loss ( 377,395) ( 1) ( 235,596) ( 1)
Components of other comprehensive income
that will be reclassified to profit or loss
Other comprehensive income (loss), before tax,
exchange differences on translation 1,004,409 3 ( 2,046,070) ( 7)
Unrealised loss on available-for-sale financial 12(4)
assets - - ( 92,521) -
Share of other comprehensive income (loss) of
associates and joint ventures accounted for
using equity method, components of other
comprehensive income that will be reclassified
to profit or loss 104,751 - ( 71,518) -
Income tax relating to the components of other
comprehensive income 746 - 2,534 -
Components of other comprehensive
income (loss) that will be reclassified to
profit or loss 1,109,906 3 ( 2,207,575) ( 7)
Other comprehensive income (loss) for the year $ 732,511 2 ($ 2,443,171) ( 8)
Total comprehensive income for the year $ 1,026,430 3 $ 4,562,000 16
Basic earnings per share (in dollars) 6(28)
Basic earnings per share $ 0.07 $ 1.88
Diluted earnings per share $ 0.07 $ 1.88
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The accompanying notes are an integral part of these parent company only financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2018 AND 2017
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Notes Year 2017 Balance at January 1, 2017 Profit for the year Other comprehensive income (loss) for the year 6(18)(19) Total comprehensive income (loss) Distribution of 2016 earnings 6(18) Legal reserve used to offset accumulated deficit Issuance of common stock 6(16)(17) Cash capital increase reserved for employee preemption 6(17) Adjustments to share of changes in equity of subsidiaries, associates and joint ventures 6(17) Balance at December 31, 2017 Year 2018 Balance at January 1, 2018 Retrospective application 3(1), 6(18)(19) and 12(4) Balance at 1 January after adjustments Profit for the year Other comprehensive income (loss) for the year 6(18)(19) Total comprehensive income (loss) Distribution of 2017 earnings 6(16)(18) Legal capital reserve Stock dividends Cash dividends Issuance of common stock 6(16)(17) Cash capital increase reserved for employee preemption 6(17) Adjustments to share of changes in equity of subsidiaries, associates and joint ventures 6(17)(18) Disposal of investments in equity instruments designated at fair value through other comprehensive income 6(2)(18) Balance at December 31, 2018 |
Common stock$ 35,123,560----5,000,000--$ 40,123,560$ 40,123,560-40,123,560----2,006,178-3,000,000---$ 45,129,738 |
Capital surplus$ 7,989,014----2,711,22276,28061,559$ 10,838,075$ 10,838,075-10,838,075------226,89017,610(23,430 )-$ 11,059,145 |
Retained | earnings | O | ther equityinteres | t | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Legal reserve$ 9,233,242---(4,248,211 )---$ 4,985,031$ 4,985,031-4,985,031---700,517------$ 5,685,548 |
(Accumulated deficit) unappropriated retained earnings ($ 4,248,211 )7,005,171(235,596 )6,769,5754,248,211---$ 6,769,575$ 6,769,575276,6817,046,256293,919(71,341 )222,578(700,517 )(2,006,178 )(802,471 )--3,64313,332$ 3,776,643 |
Exchange differences on translating the financial statements of foreign operations $ 1,254,622-(2,389,736 )(2,389,736 )----($ 1,135,114 )($ 1,135,114 )-(1,135,114 )-1,152,6941,152,694-------$17,580 |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income $--------$-$-1,553,6621,553,662-(306,105 )(306,105 )------(13,332 )$ 1,234,225 |
Unrealized gain or loss on available- for-sale financial assets $ 1,703,161-130,178130,178----$ 1,833,339$ 1,833,339(1,833,339 )-----------$- |
Hedging instrument gain (loss) on effective hedge of cash flow hedges ($67,895 )-51,98351,983----($15,912 )($15,912 )15,912-----------$- |
The accompanying notes are an integral part of these parent company only financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Bad debt expense Interest expense Interest income Dividend income Gain on disposal of available-for-sale financial assets Loss on disposal of other long-term investments Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Gain from bargain purchase Net gain on disposal of property, plant and equipment Realized income with affliated companies Cash capital increase reserved for employee preemption Changes in operating assets and liabilities Changes in operating assets Current contract assets Notes receivable Accounts receivable Accounts receivable - related parties Other receivables Other receivables - related parties Inventories Prepayments Other current assets Other non-current assets Changes in operating liabilities Current contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Other current liabilities Other non-current liabilities Cash inflow generated from operations Interest received Interest paid Income tax refund received Income tax paid Net cash flows from operating activities |
Years ended December 31 Notes 2018 2017 $509,504$7,217,9086(23)(25) 2,052,1061,771,7836(25) 20,57219,591297-6(24) 685,636634,6976(22) (259,184 ) (240,022 )6(22) (58,560 ) (46,965 )-(523,111 )6(23) -312(1,013,565 ) (6,692,407 )6(22) -(1,534 )6(21) (7,594 ) (316,314 )-(7,444 )6(17) 17,61076,280(303,183 )-29(43 )(771,436 ) (745,383 )113,797(89,546 )146,416328,22879,851(53,321 )(219,245 ) (287,794 )(28,271 ) (32,951 )(644,411 ) (78,841 )(846 )5,232(21,918 )-913,624963,31768,936919382,575112,709(8,235 )8,138(173,585 )894,561(179,516 ) (106,045 )1,301,4042,811,954259,184240,022(701,416 ) (646,262 )-160,259(12,137 )-847,0352,565,973 |
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from disposal of financial assets at fair value through other comprehensive income Proceeds from capital reduction of financial assets at fair value through other comprehensive income Proceeds from disposal of available-for-sale financial assets Proceeds from sale of held-to-maturity financial assets Acquisition of held-to-maturity financial assets Acquisition of investments accounted for using equity method Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Cash dividends received Net cash flows used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Increase in short-term loans Decrease in short-term loans Increase in long-term loans Decrease in long-term loans Increase in corporate bonds payable Decrease in corporate bonds payable Proceeds from issuance of common stock Increase in guarantee deposits received Cash dividends paid 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 |
Years ended December 31 Notes 2018 2017 6(2) $342,661$-924--915,160-170,000-(50,000 )6(7) (86,894 ) (6,388,255 )6(29) (1,418,425 ) (1,051,694 )1,260325,141(10,231 ) (6,459 )6(29) (6,276,066 ) (2,402,411 )406,556390,100(7,040,215 ) (8,098,418 )-600,000-(600,000 )6(30) 16,065,6202,164,3026(30) (15,668,231 ) (6,953,775 )2,000,0008,000,000-(3,000,000 )6(16) 3,226,8907,711,222316-(802,471 )-4,822,1247,921,749(1,371,056 )2,389,30423,043,51320,654,209$21,672,457$23,043,513 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS DECEMBER 31, 2018 AND 2017
(Expressed in thousands of New Taiwan Dollars, except as otherwise indicated)
1. HISTORY AND ORGANISATION
Evergreen Marine Corporation (Taiwan) Ltd. (the “Company”) was established in the Republic of China, is mainly engaged in domestic and international marine transportation, shipping agency services, and the distribution of containers. The Company was approved by the Securities and Futures Bureau (SFB), Financial Supervisory Commission, Executive Yuan, R.O.C. to be a public company on November 2, 1982 and was further approved by the SFB to be a listed company on July 6, 1987. The Company’s shares have been publicly traded on the Taiwan Stock Exchange since September 21, 1987.
2. THE DATE OF AUTHORISATION FOR ISSUANCE OF THE PARENT COMPANY ONLY FINANCIAL STATEMENTS AND PROCEDURES FOR AUTHORISATION
These parent company only financial statements were authorised for issuance by the Board of Directors on March 22, 2019.
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 2018 are as follows:
| New standards, interpretations and amendments endorsed by the FSC follows: |
effective from 2018 are |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IFRS 2, ‘Classification and measurement of share-based payment transactions’ Amendments to IFRS 4, ‘Applying IFRS 9 Financial instruments with IFRS 4, Insurance contracts’ IFRS 9, ‘Financial instruments’ IFRS 15, ‘Revenue from contracts with customers’ Amendments to IFRS 15, ‘Clarifications to IFRS 15 Revenue from contracts with customers’ Amendments to IAS 7, ‘Disclosure initiative’ Amendments to IAS 12, ‘Recognition of deferred tax assets for unrealised losses’ Amendments to IAS 40, ‘Transfers of investment property’ IFRIC 22, ‘Foreign currency transactions and advance consideration’ Annual improvements to IFRSs 2014-2016 cycle - Amendments to IFRS 1, ‘First-time adoption of International Financial Reporting Standards’ Annual improvements to IFRSs 2014-2016 cycle - Amendments to IFRS 12, ‘Disclosure of interests in other entities’ |
January 1, 2018 January 1, 2018 January 1, 2018 January 1, 2018 January 1, 2018 January 1, 2017 January 1, 2017 January 1, 2018 January 1, 2018 January 1, 2018 January 1, 2017 |
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Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Annual improvements to IFRSs 2014-2016 cycle - Amendments to IAS January 1, 2018 28, ‘Investments in associates and joint ventures’
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. The quantitative impact will be disclosed when the assessment is complete. A. IFRS 9, ‘Financial instruments’
-
(a) Classification of debt instruments is driven by the entity’s business model and the contractual cash flow characteristics of the financial assets, which would be classified as financial asset at fair value through profit or loss, financial asset measured at fair value through other comprehensive income or financial asset measured at amortised cost. Equity instruments would be classified as financial asset at fair value through profit or loss, unless an entity makes an irrevocable election at inception to present subsequent changes in the fair value of an investment in an equity instrument that is not held for trading in other comprehensive income.
-
(b) The impairment losses of debt instruments are assessed using an ‘expected credit loss’ approach. An entity assesses at each balance sheet date whether there has been a significant increase in credit risk on that instrument since initial recognition to recognise 12-month expected credit losses or lifetime expected credit losses (interest revenue would be calculated on the gross carrying amount of the asset before impairment losses occurred); or if the instrument that has objective evidence of impairment, interest revenue after the impairment would be calculated on the book value of net carrying amount (i.e. net of credit allowance).
-
(c) The amended general hedge accounting requirements align hedge accounting more closely with an entity’s risk management strategy. Risk components of non-financial items and a group of items can be designated as hedged items. The standard relaxes the requirements for hedge effectiveness, removing the 80-125% bright line, and introduces the concept of ‘rebalancing’; while its risk management objective remains unchanged, an entity shall rebalance the hedged item or the hedging instrument for the purpose of maintaining the hedge ratio.
-
(d) The Company has elected not to restate prior period financial statements using the modified retrospective approach under IFRS 9. The significant effects of adopting the modified transition as of January 1, 2018 are summarised below:
-
i. In accordance with IFRS 9, the Company expects to reclassify available-for-sale financial assets in the amount of $1,297,929 by increasing financial assets at fair value through other comprehensive income in the amount of $1,297,929. Additionally, the Company increased retained earnings by $281,074, decreased investments accounted for using equity method by $1,397 and decreased other equity interest by $279,677.
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- ii. In accordance with IFRS 9, the Company expects to reclassify held-to-maturity financial assets of $100,000 by increasing financial assets at amortised cost in the amount of $100,000.
- iii.In line with the regulations under IFRS 9 on provision for impairment, the Company increased deferred income tax assets by $182, and decreased current contract assets by $114, accounts receivable, net by $744, accounts receivable, net - related parties by $52, investments accounted for using equity method by $3,665 and retained earnings by $4,393.
- iv. Please refer to Note 12(4) for disclosure in relation to the first time application of IFRS 9.
-
B. IFRS 15, ‘Revenue from contracts with customers’ and amendments
-
(a) IFRS 15, ‘Revenue from contracts with customers’ replaces IAS 11, ‘Construction contracts’, IAS 18, ‘Revenue’ and relevant interpretations. According to IFRS 15, revenue is recognised when a customer obtains control of promised goods or services. A customer obtains control of goods or services when a customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.
- The core principle of IFRS 15 is that an entity recognises revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognises revenue in accordance with that core principle by applying the following steps: Step 1: Identify contracts with customer.
Step 2: Identify separate performance obligations in the contract(s).
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price.
Step 5: Recognise revenue when the performance obligation is satisfied.
-
Further, IFRS 15 includes a set of comprehensive disclosure requirements that requires an entity to disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
-
(b) The Company has elected not to restate prior period financial statements and recognised the cumulative effect of initial application as retained earnings at January 1, 2018, using the modified retrospective approach under IFRS 15. The Company applied retrospectively IFRS 15 only to incomplete contracts as of January 1, 2018, by adopting an optional transition expedient. The significant effects of adopting the modified transition as of January 1, 2018 are summarised below:
Presentation of assets and liabilities in relation to contracts with customers
In line with IFRS 15 requirements, the Company changed the presentation of certain accounts in the balance sheet as follows:
- i. Under IFRS 15, contracts whereby services have been rendered but not yet billed are recognised as contract assets, but were previously presented as part of accounts receivable in the balance sheet. As of January 1, 2018, the balance amounted to $379,235(including contract assets and allowance for bad debts amounting to $379,349 and $114, respectively).
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-
ii. Under IFRS 15, liabilities in relation to contracts are recognised as contract liabilities, but were previously presented as advance sales receipts in the balance sheet. As of January 1, 2018, the balance amounted to $453,207.
-
iii. Please refer to Note 12(5) for other disclosures in relation to the first time application of IFRS 15.
-
C. Amendments to IAS 7, ‘Disclosure initiative’
This amendment requires that an entity shall provide more disclosures related to changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes.
The Company expects to provide additional disclosures to explain the changes in liabilities arising from financing activities.
(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 2019 are as follows:
| follows: | |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendments to IFRS 9, ‘Prepayment features with negative compensation’ IFRS 16, ‘Leases’ Amendments to IAS 19, ‘Plan amendment, curtailment or settlement’ Amendments to IAS 28, ‘Long-term interests in associates and joint ventures’ IFRIC 23, ‘Uncertainty over income tax treatments’ Annual improvements to IFRSs 2015-2017 cycle |
January 1, 2019 January 1, 2019 January 1, 2019 January 1, 2019 January 1, 2019 January 1, 2019 |
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. A. IFRS 16, ‘Leases’
IFRS 16, ‘Leases’, replaces IAS 17, ‘Leases’ and related interpretations and SICs. The standard requires lessees to recognise a 'right-of-use asset' and a lease liability (except for those leases with terms of 12 months or less and leases of low-value assets). The accounting stays the same for lessors, which is to classify their leases as either finance leases or operating leases and account for those two types of leases differently. IFRS 16 only requires enhanced disclosures to be provided by lessors.
The Company expects to recognise the lease contract of lessees in line with IFRS 16. However, the Company does not intend to restate the financial statements of prior period (collectively referred herein as the “modified retrospective approach”). On January 1, 2019, it is expected that ‘right-of-use asset’ and lease liability will be increased by $14,756,183 and $14,756,183, respectively.
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- B. Amendments to IAS 19, ‘Plan amendment, curtailment or settlement’
When a change to a plan take place the amendments require a company to use the updated assumptions from this remeasurement to determine current service cost and net interest for the remainder of the reporting period after the change to the plan.
-
C. Annual improvements to IFRSs 2015-2017 cycle
-
(a) Amendments to IFRS 3, ‘Business combinations’
The amendments clarified that obtaining control of a business that is a joint operation is a business combination achieved in stages. The acquirer should remeasure its previously held interest in the joint operation at fair value at of the acquisition date.
- (b) Amendments to IAS 12, ‘Income taxes’
The amendment clarified that the income tax consequences of dividends on financial instruments classified as equity should be recognised according to where the past transactions or events that generated distributable profits were recognised. These requirements apply to all income tax consequences of dividends.
- (c) Amendments to IAS 23, ‘Borrowing costs’
The amendments clarified that if a specific borrowing remains outstanding after the related qualifying asset is ready for its intended use or sale, it becomes part of general borrowings.
(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:
| endorsed by the FSC are as follows: | |
|---|---|
| Effective date by | |
| International Accounting | |
| New Standards,Interpretations and Amendments | Standards Board |
| Amendment to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of | January 1, 2020 |
| Material’ | |
| Amendments to IFRS 3, ‘Definition of a business’ | January 1, 2020 |
| Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets | To be determined by |
| between an investor and its associate or joint venture’ | International Accounting |
| Standards Board | |
| IFRS 17, ‘Insurance contracts’ | January 1, 2021 |
| 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. |
- A. Amendment to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of Material’
The amendments clarify the definition of material that information is material if omitting, misstating or obscuring it could reasonably be expected to influence the decisions that the primary users of general purpose financial statements make on the basis of those financial statements, which provide financial information about a specific reporting entity.
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-
B. Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets between an investor and its associate or joint venture’
-
The amendments resolve a current inconsistency between IFRS 10 and IAS 28. The gain or loss resulting from a transaction that involves sales or contribution of assets between an investor and its associates or joint ventures is recognised either in full or partially depending on the nature of the assets sold or contributed:
-
(a) If sales or contributions of assets constitute a ‘business’, the full gain or loss is recognized;
-
(b) If sales or contributions of assets do not constitute a ‘business’, the partial gain or loss is recognised only to the extent of unrelated investors’ interests in the associate or joint venture.
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
These parent company only financial statements 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)Financial assets at fair value through other comprehensive income /Available-for-sale financial assets measured at fair value.
-
(c)Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
-
B.The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (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.
-
C.In adopting IFRS 9 and IFRS 15 effective January 1, 2018, the Company has elected to apply modified retrospective approach whereby the cumulative impact of the adoption was recognised as retained earnings or other equity as of January 1, 2018 and the financial statements for the year ended December 31, 2017 were not restated. The financial statements for the year ended December 31, 2017 were prepared in compliance with International Accounting Standard 39 (‘IAS 39’), International Accounting Standard 11 (‘IAS 11’), International Accounting Standard 18 (‘IAS 18’) and related financial reporting interpretations. Please refer to Notes 12(4) and (5) for details of significant accounting policies and details of significant accounts.
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(3) Foreign currency translation
Items included in the parent company only financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The parent company only financial statements are presented in New Taiwan Dollars, which is the Company’s functional and presentation currency.
-
A. Foreign currency transactions and balances
-
(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, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.
-
(b)Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation 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 re-translated 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 other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B.Translation of foreign operations
-
(a)The operating results and financial position of all the company entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii.Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
iii.All resulting exchange differences are recognised in other comprehensive income.
- (b)When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.
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- (c)When the foreign operation partially disposed of or sold is a subsidiary, cumulative exchange differences that were recorded in other comprehensive income are proportionately transferred to the non-controlling interest in this foreign operation. In addition, even when the Company retains partial interest in the former foreign subsidiary after losing control of the former foreign subsidiary, such transactions should be accounted for as disposal of all interest in the foreign operation.
(4) Classification of current and non-current items
-
A.Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
B.Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
(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 with original maturities of one year or less 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) Financial assets at fair value through profit or loss
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
-
D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
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(7) Financial assets at fair value through other comprehensive income
-
A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:
-
(a) The objective of the Company’s business model is achieved both by collecting contractual cash flows and selling financial assets; and
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. The Company subsequently measures the financial assets at fair value:
-
(a) The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
-
(b) Except for the recognition of impairment loss, interest income and gain or loss on foreign exchange which are recognised in profit or loss, the changes in fair value of debt instruments are taken through other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss.
-
-
(8) Financial assets at amortised cost
-
A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Company’s business model is achieved by collecting contractual cash flows.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
-
B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
(9) Notes, accounts and other receivables
- A. Notes and accounts receivable entitle the Company a legal right to receive consideration in exchange for transferred goods or rendered services. Receivables arising from transactions other than the sale of goods or services are classified as other receivables.
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- B. The Company initially measures accounts and notes receivable at fair value and subsequently recognises the amortised interest income over the period of circulation using the effective interest method and the impairment loss. A gain or loss is recognised in profit or loss.
(10) Impairment of financial assets
-
For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost including accounts receivable or contract assets that have a significant financing component, 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.
-
(11) Derecognition of financial assets
The Company derecognises a financial asset when one of the following conditions is met:
-
A. The contractual rights to receive cash flows from the financial asset expire.
-
B. The contractual rights to receive cash flows from 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 from the financial asset have been transferred; however, the Company has not retained control of the financial asset.
-
(12) Operating leases (lessor)
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.
- (13) Inventories
Inventories refer to fuel inventories and steel inventories. Fuel inventories are physically measured by the crew of each ship and reported back to the Head Office through telegraph for recording purposes at balance sheet date. Valuation of inventories is based on the exchange rate prevailing at balance sheet date.
(14) Investments accounted for using equity method / subsidiaries and associates
-
A. Subsidiary is an entity where the Company has the right to dominate its finance and operation policies (includes special purpose entity), normally the Company owns more than 50 percent of the voting rights directly or indirectly in that entity. Subsidiaries are accounted for under the equity method in the Company's parent company only financial statements.
-
B. Unrealized gains or losses resulted from inter-company transactions with subsidiaries are eliminated. Necessary adjustments are made to the accounting policies of subsidiaries, to be consistent with the accounting policies of the Company.
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-
C. After acquisition of subsidiaries, the Company recognizes proportionately for the share of profit and loss and other comprehensive incomes in the income statement as part of the Company's profit and loss and other comprehensive income, respectively. When the share of loss from a subsidiary exceeds the carrying amount of Company's interests in that subsidiary, the Company continues to recognize its shares in the subsidiary's loss proportionately.
-
D. Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the noncontrolling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity and attributed to the owners of the parent.
-
E. If the Company loses control of a subsidiary, the Company recognizes any investment retained in the former subsidiary at its fair value at the date when control is lost and recognizes any resulting difference as a gain or loss in profit or loss. The Company shall account for all amounts recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Company reclassifies the gain or loss from equity to profit or loss when it loses control of the subsidiary.
-
F. 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.
-
G. 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 constructive obligations or made payments on behalf of the associate.
-
H. When changes in an associate’s equity do not arise from 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 in ‘capital surplus’ in proportion to its ownership.
-
I. Unrealised gains or loss 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.
-
J. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and
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‘investments accounted for under the equity method’ shall be adjusted for the increase or decrease of its share of equity interest. If the above condition causes a decrease in the Company’s ownership percentage of the associate, in addition to the above adjustment, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately on the same basis as would be required if the relevant assets or liabilities were disposed of.
-
K. Upon loss of significant influence over an associate, the Company remeasures any investment retained in the former associate at its fair value. Any difference between fair value and carrying amount is recognised in profit or loss.
-
L. When the Company disposes its investment in an associate and 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 retains significant influence over this associate, 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.
-
M. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.
-
N. According to “Rules Governing the Preparations of Financial Statements by Securities Issuers”, 'profit for the year' and 'other comprehensive income for the year' reported in an entity's parent company only statement of comprehensive income, shall equal to 'profit for the year' and 'other comprehensive income' attributable to owners of the parent reported in that entity's consolidated statement of comprehensive income. Total equity reported in an entity's parent company only financial statements, shall be equal to the equity attributable to owners of parent reported in that entity's consolidated financial statements.
-
(15) 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.
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- D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each financial year-end. If expectations for the assets’ residual values and useful lives differ from previous estimates or the patterns of consumption of the assets’ future economic benefits embodied in the assets have changed significantly, any change is accounted for as a change in estimate under IAS 8, ‘Accounting Policies, Changes in Accounting Estimates and Errors’, from the date of the change. The estimated useful lives of property, plant and equipment are as follows:
Buildings 1 50 ~ 55 years Loading and unloading equipment 6 ~ 20 years Ships 18 ~ 25 years Transportation equipment 6 ~ 10 years Other equipment 3 ~ 5 years
-
(16) Leased assets/ operating leases (lessee)
-
A. Based on the terms of a lease contract, a lease is classified as a finance lease if the Company assumes substantially all the risks and rewards incidental to ownership of the leased asset.
-
(a)A finance lease is recognised as an asset and a liability at the lease’s commencement at the lower of the fair value of the leased asset or the present value of the minimum lease payments.
-
(b)The minimum lease payments are apportioned between the finance charges and the reduction of the outstanding liability. The finance charges are allocated to each period over the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
-
(c)Property, plant and equipment held under finance leases are depreciated over their estimated useful lives. If there is no reasonable certainty that the Company will obtain ownership at the end of the lease, the asset shall be depreciated over the shorter of the lease term and its useful life.
-
-
B. Payments made under an operating lease (net of any incentives received from the lessor) are recognised in profit or loss on a straight-line basis over the lease term.
-
C. The accounting treatment of sale and leaseback transactions depends on the substance of the transaction. If sale and finance leaseback is in substance a financing transaction, the difference between the sales proceeds and the carrying value of the asset is deferred and amortised to the income statement over the lease term. If the sale price is below the fair value, the difference between sale price and carrying amount should be recognised immediately except that, if a loss arising is compensated by future rent at below market price, it should be deferred and amortised in proportion to the rent payments over the period for which the asset is expected to be used. If the sale price is above the fair value, the excess of proceeds over fair value should be deferred and amortised over the period for which the asset is expected to be used.
~27~
(17) 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 50 ~ 60 years.
(18) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 years.
(19) 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. 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.
(20) Borrowings
-
A.Borrowings comprise long-term and short-term bank borrowings and other long-term and shortterm loans. 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.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
(21) Accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services.
-
B. The Company initially measures accounts payable at fair value and subsequently amortises the interest expense in profit or loss over the period of circulation using the effective interest method.
(22) Financial liabilities at fair value through profit or loss
-
A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges or financial liabilities at fair value through profit or loss. Financial liabilities that meet one of the following criteria are designated as at fair value through profit or loss at initial recognition:
-
(a) Hybrid (combined) contracts; or
-
(b) They eliminate or significantly reduce a measurement or recognition inconsistency; or
~28~
- (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.
-
B. At initial recognition, the Company measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Company subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.
-
(23) Bonds payable
Ordinary corporate bonds issued by the Company are initially recognised at fair value less transaction costs. Any difference between the proceeds (net of transaction costs) and the redemption value is presented as an addition to or deduction from bonds payable, which is amortised to profit or loss over the period of bond circulation using the effective interest method as an adjustment to ‘finance costs’.
(24) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(25) Offsetting financial instruments
Financial assets and liabilities are offset and reported in the net amount 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.
(26) Hedge accounting
-
A. At the inception of the hedging relationship, there is formal designation and documentation of the hedging relationship and the Company’s risk management objective and strategy for undertaking the hedge. That documentation shall include identification of the hedging instrument, the hedged item, the nature of the risk being hedged and how the Company will assess whether the hedging relationship meets the hedge effectiveness requirements.
-
B. The Company designates the hedging relationship as follows: Cash flow hedge:
A hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability or a highly probable forecast transaction.
-
C. Cash flow hedges
-
(a)The cash flow hedge reserve associated with the hedged item is adjusted to the lower of the following (in absolute amounts):
- i. the cumulative gain or loss on the hedging instrument from inception of the hedge; and ii.the cumulative change in fair value of the hedged item from inception of the hedge.
-
(b)The effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive income. The gain or loss on the hedging instrument relating to the ineffective portion is recognised in profit or loss.
-
(c)The amount that has been accumulated in the cash flow hedge reserve in accordance with (a) is accounted for as follows:
~29~
-
i. If a hedged forecast transaction subsequently results in the recognition of a non-financial asset or non-financial liability, or a hedged forecast transaction for a non-financial asset or non-financial liability becomes a firm commitment for which fair value hedge accounting is applied, the Company shall remove that amount from the cash flow hedge reserve and include it directly in the initial cost or other carrying amount of the asset or liability.
-
ii. For cash flow hedges other than those covered by item i. above, that amount shall be reclassified from the cash flow hedge reserve to profit or loss as a reclassification adjustment in the same period or periods during which the hedged expected future cash flows affect profit or loss.
-
iii. If that amount is a loss and the Company expects that all or a portion of that loss will not be recovered in one or more future periods, it shall immediately reclassify the amount that is not expected to be recovered into profit or loss as a reclassification adjustment.
-
(d) When the hedging instrument expires, or is sold, terminated, exercised or when the hedging relationship ceases to meet the qualifying criteria, if the forecast transaction is still expected to occur, the amount that has been accumulated in the cash flow hedge reserve shall remain in the cash flow hedge reserve until the forecast transaction occurs; if the forecast transaction is no longer expected to occur, the amount shall be immediately reclassified from the cash flow hedge reserve to profit or loss as a reclassification adjustment.
(27) 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 expense in that period when the employees render service.
-
B. Pensions
-
(a) Defined contribution plans
For defined contribution plans, the contributions are recognised as pension expense 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.
-
(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 net defined benefit 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 high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability; when there is no deep
~30~
market in high-quality corporate bonds, the Company uses interest rates of government bonds (at the balance sheet date) instead.
-
ii. Remeasurements 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’ remuneration
Employees’ compensation and directors’ remuneration are recognised as expense and liability, provided that such recognition is required under legal or constructive obligation and those amounts can be reliably estimated. Any difference between the resolved amounts and the subsequently actual distributed amounts is accounted for as changes in estimates. If 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.
-
(28) 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 and its subsidiaries operate and generate 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.
-
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. Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax
~31~
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 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 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.
-
(29) 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.
-
(30) Revenue recognition
-
A. Sales of services
- Revenue from delivering services is recognised under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed. If the outcome of a service contract cannot be estimated reliably, contract revenue should be recognised only to the extent that contract costs incurred are likely to be recoverable.
-
B. Rental revenue
The Company leases ships and shipping spaces under IAS 17, ‘Leases’. Lease assets are classified as finance leases or operating leases based on the transferred proportion of the risks and rewards incidental to ownership of the leased asset, and recognised in revenue over the lease term.
~32~
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.
(2)Critical accounting estimates and assumptions
- A.Revenue recognition
Revenue from delivering services and related costs are recognised under the percentage-ofcompletion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed.
- B.Impairment assessment of tangible assets
The Company assesses impairment based on its subjective judgement and determines the separate cash flows of a specific group of assets, useful lives of assets and the future possible income and expenses arising from the assets depending on how assets are utilized and industrial characteristics. Any changes of economic circumstances or estimates due to the change of Company strategy might cause material impairment on assets in the future.
As of December 31, 2018, the Company recognised property, plant and equipment, amounting to $35,045,526.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| $35,045,526. TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||
|---|---|---|
| Cash on hand and petty cash Checking accounts and demand deposits Time deposits |
December 31,2018 14,807 $ 2,594,385 19,063,265 21,672,457 $ |
December 31,2017 |
| 13,433 $ 2,656,471 20,373,609 |
||
| 23,043,513 $ |
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.
~33~
(2) Financial assets at fair value through other comprehensive income
| Financial assets at fair value through other comprehensive income | |
|---|---|
| Items Non-current items: Listed (TSE and OTC) stocks Unlisted stocks Valuation adjustment |
December 31,2018 |
| 490,801 $ 91,058 |
|
| 581,859 439,723 |
|
| 1,021,582 $ |
-
A. The Company has elected to classify these investments that are considered to be strategic investments as financial assets at fair value through other comprehensive income. The fair value of such investments amounted to $1,021,582 at December 31, 2018.
-
B. For the year ended December 31, 2018, for the consideration of operations, the Company sold shares of listed stocks with a fair value of $342,661 of which a cumulative disposal gain of $13,332 was recognised.
-
C. Amounts recognised in profit or loss and other comprehensive income in relation to the financial assets at fair value through other comprehensive income are listed below:
| Equity instruments at fair value through other comprehensive income Fair value change recognised in other comprehensive income Income tax recognised in other comprehensive income Cumulative gains reclassified to retained earnings due to derecognition Dividend income recognised in profit or loss Held at end of period |
Year ended December 31,2018 |
|---|---|
| 53,906 $ |
|
| 6,699 $ |
|
| 13,332 $ |
|
| 48,031 $ |
-
D. As at December 31, 2018, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at fair value through other comprehensive income held by the Company was $1,021,582.
-
E. Information relating to credit risk of financial assets at fair value through other comprehensive income is provided in Note 12(3).
-
F. Information on available-for-sale financial assets and financial assets at cost as of December 31, 2017 is provided in Note 12(4).
-
(3) Financial assets at amortised cost
| Items Non-current items: Financial bonds |
December 31,2018 100,000 $ |
|---|---|
~34~
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
Year ended December 31, 2018 Interest income $ 2,200
-
B. As at December 31, 2018, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the financial assets at amortised cost held by the Company was $100,000.
-
C. The Company has no financial assets at amortised cost held by the Company pledged to others.
-
D. Information on held-to-maturity financial assets and investments in debt instruments without active market as of December 31, 2017 are provided in Note 12(4).
(4) Notes and accounts receivable
| Notes receivable Less: Allowance for bad debts Accounts receivable (including related parties) Less: Allowance for bad debts |
December 31,2018 43 $ - 43 $ 3,423,679 $ 65,249) ( 3,358,430 $ |
December 31,2017 72 $ - 72 $ 3,143,204 $ 68,482) ( 3,074,722 $ |
|---|---|---|
- A. The ageing analysis of accounts receivable and notes receivable are as follows:
| Not impaired Up to 30 days 31 to 180 days Over 181 days |
Accounts receivable Notes receivable Accounts receivable Notes receivable 2,376,219 $ 43 $ 2,508,727 $ 72 $ 635,760 - 301,805 - 282,204 - 202,127 - 64,247 - 62,063 - 3,358,430 $ 43 $ 3,074,722 $ 72 $ December 31,2018 December 31,2017 |
December 31,2017 | December 31,2017 |
|---|---|---|---|
| Accounts receivable 2,376,219 $ 635,760 282,204 64,247 3,358,430 $ |
Notes receivable | ||
| 72 $ - - - |
|||
| 72 $ |
The above ageing analysis was based on past due date.
-
B. The Company has no notes and accounts receivable held by the Company pledged to others.
-
C. As at December 31, 2018 and 2017, without taking into account any collateral held or other credit enhancements, the maximum exposure to credit risk in respect of the amount that best represents the Company’s notes receivable were $43 and $72, respectively; and the amount that best represents the Company’s accounts receivable were $3,358,430 and $3,074,722, respectively.
-
D. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
~35~
(5) Inventories
| Inventories | ||||
|---|---|---|---|---|
| Other current assets Ship fuel Ship fuel Shipowner's accounts Agent accounts Other financial assets Temporary debits |
December 31,2018 | Book value 908,122 $ Book value 688,877 $ December 31,2017 1,647,486 $ 250,116 117,725 114,323 2,129,650 $ |
||
| Cost 908,122 $ |
Allowance for valuation loss - $ December 31,2017 |
|||
| Cost 688,877 $ |
Allowance for valuation loss - $ December 31,2018 1,270,841 $ 417,986 121,632 963,602 2,774,061 $ |
|||
| 1,647,486 $ 250,116 117,725 114,323 |
||||
| 2,129,650 $ |
(6) Other current assets
-
A.Shipowner’s accounts
-
(a)These pertain to temporary accounts between the Company and Evergreen International S.A., Gaining Enterprise S.A., Greencompass Marine S.A., Italia Marittima S.p.A., Evergreen Marine (UK) Ltd., Evergreen Marine (Hong Kong) Ltd. and Evergreen Marine (Singapore) Pte. Ltd.. These accounts occur as these ship owners incur foreign port expenses and related rental expenses.
-
(b)In response to market competition and enhancement of global transportation network to provide better logistics services to customers, the Company has joined Cosco Container Lines Co., Ltd., Kawasaki Kisen Kaisha, Ltd., Yang Ming (UK), Ltd. and Hanjin Shipping Co., Ltd. to form the new CKYHE Alliance for the trading of shipping spaces from March 1, 2014 to March 31,2017.
-
(c) In response to market competition and enhancement of global transportation network to provide better logistics services to customers, the Company has joined Cosco Container Lines Co., Ltd., CMA CGM, Ltd., and the Orient Overseas Container Line, Ltd. to form the OCEAN Alliance on March 31, 2017 for trading of shipping space.
-
B.Agency accounts
These accounts occur when domestic and foreign agencies, based on the agreement with the Company, deal with foreign port formalities regarding arrival and departure of ships, cargo loading, discharging and forwarding, collection of freight, and payment of expenses incurred in the foreign port.
~36~
(7) Investments accounted for using equity method
Details of long-term equity investments accounted for using equity method are set forth below:
| Subsidiary of the Company: Peony Investment S.A. Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Taiwan Terminal Services Co., Ltd. Associates of the Company: EVA Airways Corporation Evergreen International Storage and Transport Corporation Taipei Port Container Terminal Corporation Charng Yang Development Co., Ltd. VIP Greenport Joint Stock Company Evergreen Security Corporation Evergreen Marine (Latin America), S.A. |
December 31,2018 28,571,763 $ 7,218,598 1,047,007 53,286 10,334,116 8,981,075 1,026,338 544,057 253,668 111,665 3,474 58,145,047 $ |
December 31,2017 |
|---|---|---|
| 29,984,506 $ 6,287,883 568,156 39,912 9,462,402 8,554,230 977,049 537,532 205,923 97,140 4,364 |
||
| 56,719,097 $ |
A.The fair value of the Company’s associates which have quoted market price was as follows:
| Evergreen International Storage and Transport Corporation EVA Airways Corporation |
December 31,2018 5,814,345 $ 11,294,242 17,108,587 $ |
December 31,2017 |
|---|---|---|
| 6,000,494 $ 10,790,460 |
||
| 16,790,954 $ |
-
B.The above investment income or loss accounted for using the equity method was based on the financial statements of the investees for the corresponding periods, which were audited by independent accountants.
-
C.Subsidiary:
-
(a) For information on the subsidiaries, please refer to Note 4(3) of the consolidated financial statements as of December 31, 2018.
-
(b) On August 11, 2017, the Board of Directors resolved to acquire Evergreen Marine (Hong Kong) Ltd. On December 18, 2017, the Company purchased 80% of the shares of Evergreen Marine (Hong Kong) Ltd. for cash of $6,452,225 (approx. USD 212,000) from subsidiary Peony Investment S.A. Please refer to Note 6(31) to the 2018 consolidated financial statements.
-
(c) On August 13, 2018, the Board of Directors of the subsidiary, Evergreen Marine (Hong Kong) Ltd., resolved to acquire Hatsu Marine (Hong Kong) Limited. On December 14, 2018, the Company purchased 100% of the shares of Hatsu Marine (Hong Kong) Limited. for cash of $3,265,341 (approx. USD 105,808) from other related party Chestnut Estate B.V.. Please refer to Note 6(31) to the 2018 consolidated financial statements.
~37~
D.The basic information of the associates that are material to the Company is as follows:
| Companyname | Principal place of business |
Ownership(%) | Ownership(%) | Nature of relationship |
Methods of measurement |
|---|---|---|---|---|---|
| Evergreen International Storage and Transport Corporation EVA Airways Corporation |
TW TW |
December 31,2018 |
December 31,2017 |
With a right over 20% to vote Have a right to vote in the Board of Directors |
Equity method Equity method |
| 40.36% 16.31% |
39.74% 16.31% |
E.The summarised financial information of the associates that are material to the Company is as follows:
Balance sheet
| follows: Balance sheet |
|
|---|---|
| Current assets Non-current assets Current liabilities Non-current liabilities Total net assets Share in associate's net assets Unrealized income with affiliated companies Carrying amount of the associate Current assets Non-current assets Current liabilities Non-current liabilities Total net assets Share in associate's net assets |
December 31,2018 December 31,2017 6,066,455 $ 5,429,946 $ 27,152,629 27,662,565 2,418,658) ( 2,369,781) ( 8,269,749) ( 9,031,865) ( 22,530,677 $ 21,690,865 $ 8,982,546 $ 8,558,553 $ 1,471) ( 4,323) ( 8,981,075 $ 8,554,230 $ Evergreen International Storage and Transport Corporation EVA Airways Corporation |
| December 31,2018 December 31,2017 75,996,433 $ 69,002,340 $ 165,197,470 159,204,888 60,922,876) ( 60,428,208) ( 110,151,292) ( 103,569,512) ( 70,119,735 $ 64,209,508 $ 10,334,116 $ 9,462,402 $ |
~38~
Statement of comprehensive income
| Statement of comprehensive income | |||
|---|---|---|---|
| Revenue Profit for the period from continuing operations Other comprehensive income (loss), net of tax Total comprehensive income Dividends received from associates Revenue Profit for the period from continuing operations Other comprehensive loss, net of tax Total comprehensive income Dividends received from associates |
Year ended December 31,2018 Year ended December 31,2017 7,742,438 $ 7,554,009 $ 870,248 $ 884,258 $ 351,587 647,260) ( 1,221,835 $ 236,998 $ 148,422 $ 148,422 $ Evergreen International Storage and Transport Corporation EVA Airways Corporation |
||
| Year ended December 31,2018 |
Year ended December 31,2017 |
||
| 179,907,332 $ 7,214,513 $ 543,495) ( 6,671,018 $ 136,157 $ |
( | 163,561,731 $ 6,310,934 $ 769,683) 5,541,251 $ 132,191 $ |
- F.The carrying amount of the Company’s interests in all individually immaterial associates and the Company’s share of the operating results are summarized below:
As of December 31, 2018 and 2017, the carrying amount of the Company’s individually immaterial associates amounted to $1,939,202 and $1,822,008, respectively.
| Profit for the period from continuing operations Other comprehensive loss, net of tax Total comprehensive income |
Year ended December 31,2018 |
Year ended December 31,2017 |
|
|---|---|---|---|
| 676,960 $ 3,309) ( 673,651 $ |
( | 344,532 $ 4,318) 340,214 $ |
G.On May 12, 2017, the Board of Directors resolved to purchase newly issued shares of VIP Greenport Joint Stock Company for VND 12,500 thousand as an original shareholder. The ownership percentage remains at 21.74% after the purchase.
- H.On October 8, 2018, the Board of Directors during their meeting resolved to acquire 6,629 thousand shares of Evergreen International Storage and Transport Corporation’s shares from the stock exchange market. The transaction price was $86,894, and the ownership percentage was increased to 40.36% after the purchase.
~39~
(8) Property, plant and equipment
| At January 1, 2018 Cost Accumulated depreciation 2018 Opening net book amount as at January 1 Additions Disposals Reclassifications Depreciation Closing net book amount as at December 31 At December 31, 2018 Cost Accumulated depreciation |
Land | Buildings | Loading and unloading equipment |
Computer and communication equipment |
Transportation equipment |
Ships | Office equipment |
Leasehold improvements |
Other | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| 558,532 $ - 558,532 $ 558,532 $ - - - - 558,532 $ 558,532 $ - 558,532 $ |
402,956 $ 207,146) ( 195,810 $ 195,810 $ - - - 7,748) ( 188,062 $ 402,956 $ 214,894) ( 188,062 $ |
6,043,080 $ 4,149,926) ( 1,893,154 $ 1,893,154 $ 4,038 1) ( 50,697 178,203) ( 1,769,685 $ 6,079,916 $ 4,310,231) ( 1,769,685 $ |
137,898 $ 115,362) ( 22,536 $ 22,536 $ 17,682 106) ( 818 14,404) ( 26,526 $ 143,644 $ 117,118) ( 26,526 $ |
5,034,842 $ 1,654,349) ( 3,380,493 $ 3,380,493 $ 1,323,549 2,478) ( 1,989 451,311) ( 4,252,242 $ 6,356,030 $ 2,103,788) ( 4,252,242 $ |
25,314,393 $ 4,566,856) ( 20,747,537 $ 20,747,537 $ 56,301 - 8,490,790 1,241,895) ( 28,052,733 $ 33,861,484 $ 5,808,751) ( 28,052,733 $ |
207,819 $ 169,263) ( 38,556 $ 38,556 $ 2,214 9) ( - 17,875) ( 22,886 $ 206,679 $ 183,793) ( 22,886 $ |
555,741 $ 344,009) ( 211,732 $ 211,732 $ 10,097 - - 117,867) ( 103,962 $ 565,838 $ 461,876) ( 103,962 $ |
73,690 $ 3,353) ( 70,337 $ 70,337 $ 389 - 3,830 3,658) ( 70,898 $ 77,909 $ 7,011) ( 70,898 $ |
38,328,951 $ 11,210,264) ( 27,118,687 $ |
|
| 27,118,687 $ 1,414,270 2,594) ( 8,548,124 2,032,961) ( 35,045,526 $ |
||||||||||
| 48,252,988 $ 13,207,462) ( 35,045,526 $ |
~40~
| At January 1, 2017 Cost Accumulated depreciation 2017 Opening net book amount as at January 1 Additions Disposals Reclassifications Depreciation Closing net book amount as at December 31 At December 31, 2017 Cost Accumulated depreciation |
Land | Buildings | Loading and unloading equipment |
Computer and communication equipment |
Transportation equipment |
Ships | Office equipment |
Leasehold improvements |
Other | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| 558,532 $ - 558,532 $ 558,532 $ - - - - 558,532 $ 558,532 $ - 558,532 $ |
402,956 $ 199,399) ( 203,557 $ 203,557 $ - - - 7,747) ( 195,810 $ 402,956 $ 207,146) ( 195,810 $ |
5,663,204 $ 3,990,202) ( 1,673,002 $ 1,673,002 $ 2,014 38) ( 379,334 161,158) ( 1,893,154 $ 6,043,080 $ 4,149,926) ( 1,893,154 $ |
120,405 $ 109,661) ( 10,744 $ 10,744 $ 23,131 28) ( 807 12,118) ( 22,536 $ 137,898 $ 115,362) ( 22,536 $ |
4,661,534 $ 1,879,108) ( 2,782,426 $ 2,782,426 $ 984,310 14,252) ( - 371,991) ( 3,380,493 $ 5,034,842 $ 1,654,349) ( 3,380,493 $ |
24,554,286 $ 3,958,278) ( 20,596,008 $ 20,596,008 $ 21,375 3,451) ( 1,195,037 1,061,432) ( 20,747,537 $ 25,314,393 $ 4,566,856) ( 20,747,537 $ |
209,733 $ 159,570) ( 50,163 $ 50,163 $ 8,320 26) ( 128 20,029) ( 38,556 $ 207,819 $ 169,263) ( 38,556 $ |
337,340 $ 228,668) ( 108,672 $ 108,672 $ 14,312 - 204,089 115,341) ( 211,732 $ 555,741 $ 344,009) ( 211,732 $ |
72,810 $ 531) ( 72,279 $ 72,279 $ 494 - 387 2,823) ( 70,337 $ 73,690 $ 3,353) ( 70,337 $ |
36,580,800 $ 10,525,417) ( |
|
| 26,055,383 $ |
||||||||||
| 26,055,383 $ 1,053,956 17,795) ( 1,779,782 1,752,639) ( |
||||||||||
| 27,118,687 $ |
||||||||||
| 38,328,951 $ 11,210,264) ( |
||||||||||
| 27,118,687 $ |
A.The Company has issued a negative pledge to granting banks for drawing borrowings within the credit line to purchase the above transportation equipment.
B.Information about the property, plant and equipment that were pledged to others as collaterals is provided in Note 8.
~41~
(9) Investment property
| At January 1, 2018 Cost Accumulated depreciation 2018 Opening net book amount as at January 1 Depreciation charge Closing net book amount as at December 31 At December 31, 2018 Cost Accumulated depreciation At January 1, 2017 Cost Accumulated depreciation 2017 Opening net book amount as at January 1 Depreciation charge Closing net book amount as at December 31 At December 31, 2017 Cost Accumulated depreciation |
Land 1,414,008 $ - 1,414,008 $ 1,414,008 $ - 1,414,008 $ 1,414,008 $ - 1,414,008 $ Land 1,414,008 $ - 1,414,008 $ 1,414,008 $ - 1,414,008 $ 1,414,008 $ - 1,414,008 $ |
Buildings 975,187 $ 481,493) ( 493,694 $ 493,694 $ 19,145) ( 474,549 $ 975,187 $ 500,638) ( 474,549 $ Buildings 975,187 $ 462,349) ( 512,838 $ 512,838 $ 19,144) ( 493,694 $ 975,187 $ 481,493) ( 493,694 $ |
Total 2,389,195 $ 481,493) ( 1,907,702 $ 1,907,702 $ 19,145) ( 1,888,557 $ 2,389,195 $ 500,638) ( 1,888,557 $ Total 2,389,195 $ 462,349) ( 1,926,846 $ 1,926,846 $ 19,144) ( 1,907,702 $ 2,389,195 $ 481,493) ( 1,907,702 $ |
|---|---|---|---|
~42~
- A.Rental income from the investment property and direct operating expenses arising from the investment property are shown below:
| nvestment property are shown below: | ||
|---|---|---|
| Rental income from investment property Direct operating expenses arising from the investment property that generated rental income during the year Direct operating expenses arising from the investment property that did not generate rental income during the year |
Year ended December 31,2018 |
Year ended December 31,2017 |
| 101,447 $ 19,145 $ - $ |
102,753 $ 19,144 $ - $ |
-
B.The fair value of the investment property held by the Company as at December 31, 2018 and 2017 was $3,566,686 and $3,562,523, respectively. The fair value measurements were based on the market prices of recently sold properties in the immediate vicinity of a certain property, which is categorised within Level 2 in the fair value hierarchy.
-
C.Information about the investment property that was pledged to others as collaterals is provided in Note 8.
(10) Other current assets
| Prepayments for equipment Refundable deposits |
December 31,2018 957,350 $ 19,261 976,611 $ |
December 31,2017 3,235,888 $ 18,415 3,254,303 $ |
|---|---|---|
- A.Amount of borrowing costs capitalized as part of prepayment for equipment and the range of the interest rates for such capitalization are as follows:
| Amount capitalised Interest rate |
Year ended December 31,2018 |
Year ended December 31,2017 |
|
|---|---|---|---|
| 31,368 $ 0.86%~1.59% |
42,773 $ 1.31%~1.59% |
- B.Movement in prepayments for equipment for the years ended December 31, 2018 and 2017 are as follows:
| At January 1 Additions Reclassified to property, plant and equipment At December 31 |
Year ended December 31,2018 |
Year ended December 31,2017 |
||
|---|---|---|---|---|
( |
3,235,888 $ 6,269,586 8,548,124) 957,350 $ |
( |
2,656,169 $ 2,359,501 1,779,782) 3,235,888 $ |
~43~
(11) Other current liabilities
| Other current liabilities | ||
|---|---|---|
| Long-term liabilities - current portion Shipowner's accounts Agency accounts Others |
December 31,2018 6,376,400 $ 1,609,680 1,047,237 7,503 9,040,820 $ |
December 31,2017 |
| 7,738,706 $ 1,939,253 1,329,979 21,980 |
||
| 11,029,918 $ |
(12) Corporate bonds payable
| Corporate bonds payable | ||
|---|---|---|
| Domestic secured corporate bonds Less: Current portion or exercise of put options |
December 31,2018 10,000,000 $ - 10,000,000 $ |
December 31,2017 |
| 8,000,000 $ - |
||
| 8,000,000 $ |
-
A. On June 27, 2018, the Company issued its fourteenth domestic secured corporate bonds (referred herein as the “Fourteenth Bonds”), totaling $2,000,000, with each par value of $1,000. On June 7, 2018, the Bonds were qualified as the green bonds based on the Securities-TPEx-Bond No. 1070014617 issued by Taipei Exchange. The major terms of the issuance are set forth below:
-
(a) Period: 5 years (June 27, 2018 to June 27, 2023)
-
(b) Coupon rate: 0.86% fixed per annum
-
(c) Principal repayment and interest payment
- Repayments for the Fourteenth Bonds are paid annually on coupon rate, starting a year from the issuing date. The principal of the Fourteenth Bonds shall be repaid in lump sum at maturity.
-
(d) Collaterals
The Fourteenth Bonds are secured and are guaranteed by First Commercial Bank.
-
B. On April 25, 2017, the Company issued its thirteenth domestic secured corporate bonds (referred herein as the “Thirteenth Bonds”), totaling $8,000,000. The Thirteenth Bonds are categorized into Bond A, B, C, D, E, F and G, depending on the guarantee institution. Bond A totals $2,000,000, and the rest total $6,000,000, with each par value of $1,000,000. The major terms of the issuance are set forth below:
-
(a) Period: 5 years (April 25, 2017 to April 25, 2022)
-
(b) Coupon rate: 1.05% fixed per annum
-
(c) Principal repayment and interest payment
- Repayments for the Thirteenth Bonds are paid annually on coupon rate, starting a year from the issuing date. For each category of the bonds mentioned above, half the principal must be paid at the end of the fourth year, and another half at the maturity date.
~44~
(d) Collaterals
The Thirteenth Bonds are secured. Bond A is guaranteed by Hua Nan Bank, Bond B is guaranteed by First Bank, Bond C is guaranteed by Mega International Commercial Bank, Bond D is guaranteed by Land Bank of Taiwan, Bond E is guaranteed by Chang Hwa Bank, Bond F is guaranteed by Taiwan Cooperative Bank, and Bond G is guaranteed by Bank Sinopac.
-
C. On April 26, 2012, the Company issued its twelfth domestic secured corporate bonds (referred herein as the “Twelfth Bonds”), totaling $3,000,000. The Twelfth Bonds are categorized into Bond A and B, depending on the guarantee institution. Bond A totals $2,000,000, and Bond B totals $1,000,000. The major terms of the issuance are set forth below:
-
(a) Period: 5 years (April 26, 2012 to April 26, 2017)
-
(b) Coupon rate: 1.28% fixed per annum
-
(c) Principal repayment and interest payment
Repayments for the Twelfth Bonds are paid annually on coupon rate, starting a year from the issuing date. The principal of the Twelfth Bonds shall be repaid in lump sum at maturity.
- (d) Collaterals
The Twelfth Bonds are secured. Bond A are guaranteed by Bank Sinopac, and Bond B are guaranteed by Far Eastern International Bank.
(13) Long-term loans
| Long-term loans | ||
|---|---|---|
| Secured bank loans Unsecured bank loans Add: Unrealized foreign exchange loss Less: Deferred expenses - hosting fee credit ( Less: Current portion (recorded as other current liabilities) ( Maturity range Interest rate |
December 31,2018 22,579,047 $ 17,296,382 223,179 13,417) ( 40,085,191 6,376,400) ( 33,708,791 $ 2019.03~2027.03 1.12%~3.80% |
December 31,2017 |
| 18,945,840 $ 20,745,040 10,339 10,627) |
||
| 39,690,592 7,738,706) |
||
| 31,951,886 $ |
||
| 2018.04~2027.03 1.18%~2.56% |
Please refer to Note 8 for details of the collaterals pledged for the above long-term loans.
(14) Other non-current liabilities
| Other non-current liabilities | ||
|---|---|---|
| Accrued pension liabilities Guarantee deposits received |
December 31,2018 1,321,223 $ 12,370 1,333,593 $ |
December 31,2017 |
| 1,453,219 $ 12,053 |
||
| 1,465,272 $ |
~45~
(15) Pension
A.(a)In accordance with the Labor Standards Act (“the Act”), 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 Act. 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 December 31, every year. If the account balance is insufficient to pay the pension calculated by the aforementioned method to the employees expected to qualify for retirement in the following year, the Company will make contributions for the deficit by next March.
(b)The amounts recognised in the balance sheet are as follows:
| contributions for the deficit by next March. The amounts recognised in the balance sheet are as follows: |
contributions for the deficit by next March. The amounts recognised in the balance sheet are as follows: |
contributions for the deficit by next March. The amounts recognised in the balance sheet are as follows: |
contributions for the deficit by next March. The amounts recognised in the balance sheet are as follows: |
contributions for the deficit by next March. The amounts recognised in the balance sheet are as follows: |
|---|---|---|---|---|
| Movements in net defined benefit liabilities are as follows: December 31,2018 December 31,2017 Present value of defined benefit obligations 1,847,634) ($ 1,893,481) ($ Fair value of plan assets 526,411 440,262 Net defined benefit liability 1,321,223) ($ 1,453,219) ($ Present value of defined benefit obligations Fair value of plan assets Net defined benefit liability Year ended December 31, 2018 Balance at January 1 1,893,481) ($ 440,262 $ 1,453,219) ($ Current service cost 16,532) ( - 16,532) ( Interest (expense) income 18,286) ( 4,290 13,996) ( 1,928,299) ( 444,552 1,483,747) ( Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) - 14,422 14,422 Change in financial assumptions - - - Experience adjustments 61,944) ( - 61,944) ( 61,944) ( 14,422 47,522) ( Pension fund contribution - 184,249 184,249 Paid pension 142,609 116,812) ( 25,797 Balance at December 31 1,847,634) ($ 526,411 $ 1,321,223) ($ |
||||
| 1,893,481) ($ 16,532) ( 18,286) ( 1,928,299) ( - - 61,944) ( 61,944) ( - 142,609 1,847,634) ($ |
440,262 $ - 4,290 444,552 14,422 - - 14,422 184,249 116,812) ( 526,411 $ |
1,453,219) ($ 16,532) ( 13,996) ( 1,483,747) ( 14,422 - 61,944) ( 47,522) ( 184,249 25,797 1,321,223) ($ |
(c)Movements in net defined benefit liabilities are as follows:
~46~
| Year ended December 31, 2017 Balance at January 1 Current service cost Interest (expense) income Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) 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 benefit liability |
|
|---|---|---|---|---|
| 1,952,460) ($ 18,595) ( 23,400) ( 1,994,455) ( - 45,806) ( 34,747) ( 80,553) ( - 181,527 1,893,481) ($ |
472,588 $ - 5,556 478,144 1,045) ( - - 1,045) ( 127,890 164,727) ( 440,262 $ |
1,479,872) ($ 18,595) ( 17,844) ( 1,516,311) ( 1,045) ( 45,806) ( 34,747) ( 81,598) ( 127,890 16,800 1,453,219) ($ |
(d)The Bank of Taiwan was commissioned to manage the Fund of the Company’s 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 assets fair value in accordance with IAS 19 paragraph 142. The composition of fair value of plan assets as of December 31, 2018 and 2017 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 |
Year ended December31,2018 |
Year ended December31,2017 |
|
|---|---|---|---|
| 1.00% 2.00% |
1.00% 2.00% |
~47~
Assumptions regarding future mortality rate was estimated based on the 5th Taiwan Standard Ordinary Experience Mortality Table.
Because the main actuarial assumption changed, the present value of defined benefit obligation is affected. The analysis was as follows:
| December 31, 2018 Effect on present value of defined benefit obligation December 31, 2017 Effect on present value of defined benefit obligation |
Discount rate | Future salaryincreases |
|---|---|---|
The sensitivity analysis above is based on one assumption which changed while the other conditions remain unchanged. 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.
The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.
-
(f)Expected contributions to the defined benefit pension plans of the Company for the year ending December 31, 2018 amounts to $103,676.
-
(g)As of December 31, 2018, the weighted average duration of the retirement plan is 10 years. The analysis of timing of the future pension payment was as follows:
| Within 1 year 1~2 year 2~5 years Over 5 years |
97,329 $ 95,085 309,243 1,505,289 |
|---|---|
| 2,006,946 $ |
B.(a)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.
- (b)The pension costs under defined contribution pension plans of the Company for the years ended December 31, 2018 and 2017 were $52,913 and $48,188, respectively.
~48~
(16) Capital stock
-
A. As of December 31, 2018, the Company’s authorised capital was $50,000,000, and the paid-in capital was $45,129,738, divided into 4,512,974 thousand shares of common stocks with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
-
B. On August 11, 2017, the Board of Directors of the Company resolved to increase capital of $5,000,000 by issuing 500,000 thousand shares at a par value of $10 (in dollars) per share. Of which 50,000 thousand shares are reserved for employee stock purchase plan. The proposal of capital increase has been reported and become effective on December 5, 2017. The amount of shares was $7,711,222. All proceeds from share issuance was completed on December 27, 2017.
-
C. The stockholders at their annual stockholders meeting on June 21, 2018, resolved to issue 200,618 thousand shares through capitalization of unappropriated retained earnings of $2,006,178. The proposal of the capitalisation of earnings was filed online with the Securities and Futures Bureau of the Financial Supervisory Commission and went into effect on July 31, 2018. The Company had filed registration of the capital increase through capitalisation of earnings with the Ministry of Economic Affairs on September 18, 2018.
-
D. On August 13, 2018, the Board of Directors of the Company resolved to increase capital of $3,000,000 by issuing 300,000 thousand shares at a par value of $10 (in dollars) per share. Of which 50,000 thousand shares are reserved for employee stock purchase plan. The proposal of capital increase has been reported and become effective on November 28, 2018. The amount of shares was $3,226,890. All proceeds from share issuance was completed on December 21, 2018.
(17) Capital surplus
- Pursuant to the R.O.C. Company Act, capital surplus 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 Act requires that the amount of capital surplus to be capitalised mentioned above should not exceed 10% of the paidin capital each year. Capital surplus should not be used to cover accumulated deficit unless the legal reserve is insufficient.
~49~
| At January 1 Issuance of common stock for cash Recognition of change in equity of associates in portion to the Company's ownership At December 31 At January 1 Issuance of common stock for cash Recognition of change in equity of associates in portion to the Company's ownership At December 31 |
Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2018 | Others 6,713 $ - - 6,713 $ |
Others 6,713 $ - - 6,713 $ |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Share premium |
Employee stock options exercised |
Adjustments to share of changes in equity of associates and joint ventures |
||||||||||
| 8,606,393 $ 226,890 - 8,833,283 $ Share premium |
76,280 $ 17,610 - 93,890 $ Year |
|||||||||||
| Employee stock options exercised |
Adjustments to share of changes in equity of associates and joint ventures |
Donated assets |
Others | |||||||||
| 5,895,171 $ 2,711,222 - 8,606,393 $ |
- $ 76,280 - 76,280 $ |
2,086,684 $ - 61,559 2,148,243 $ |
446 $ - - |
6,713 $ - - |
||||||||
| 446 $ |
6,713 $ |
~50~
(18) Retained earnings
| At January 1 Retrospective application Balance at 1 January after adjustments Profit for the year Legal reserve used to cover accumulated deficit Distribution of earnings Remeasurement on post employment benefit obligations, net of tax Adjustments to share of changes in equity of associates and joint ventures Disposal of investments in equity instruments designated at fair value through other comprehensive income At December 31 |
Year ended December 31,2018 |
Year ended December 31,2017 |
|
|---|---|---|---|
| 6,769,575 $ 276,681 7,046,256 $ 293,919 - 3,509,166) ( 71,341) ( 3,643 13,332 3,776,643 $ |
4,248,211) ($ - 4,248,211) ($ 7,005,171 4,248,211 - 235,596) ( - - 6,769,575 $ |
A.According to the Company’s Articles of Incorporation, if there is any profit for a fiscal year, the Company shall first make provision for income tax and cover prior years’ losses, then appropriate 10% of the residual amount as legal reserve. Dividends shall be proposed by the Board of Directors and resolved by the stockholders.
- B.Dividend policy
The Company is currently at the stable growth stage. In order to facilitate future expansion plans, dividends to stockholders are distributed mutually in the form of both cash and stocks with the basic principle that the ratio of cash dividends to total stock dividends shall not be lower than 10%. C.Legal reserve
Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.
- D.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.
E.(a)For the year ended December 31, 2016, the Company incurred accumulated deficit. On June 22, 2017, the Board of Directors proposed to offset the accumulated deficit totaling $4,248,211 with the legal reserve.
~51~
- E.(b)The appropriation of 2017 earnings was adopted by the stockholders on June 21, 2018 is as follows:
| ollows: | ||||
|---|---|---|---|---|
| Accrual of legal reserve Appropriate cash dividends to shareholders Appropriate stock dividends to shareholders |
Year ended December 31,2017 | |||
| Amount | Dividend per share (in dollars) |
|||
| 700,517 $ 802,471 $ 2,006,178 $ |
0.2 $ 0.5 $ |
- F. The appropriation of 2018 earnings was adopted by the Board of Directors on March 22, 2019 is as follows:
| as follows: | |||
|---|---|---|---|
| Accrual of legal reserve Appropriate cash dividends to shareholders Appropriate stock dividends to shareholders |
Year ended December 31,2018 | ||
| Amount | Dividend per share (in dollars) |
||
| 29,392 $ - $ - $ |
- $ - $ |
As of March 22, 2019, the above-mentioned 2018 earnings appropriation had not been resolved by the stockholders.
G.For information relating to employees’ and directors’ remuneration, please refer to Note 6(26).
~52~
(19) Other equity items
| At January 1, 2018 Effects of retrospective application Balance at January 1 after retrospective adjustments Revaluation – gross Revaluation – tax Revaluation – associates Revaluation transferred to retained eranings – gross Revaluation transferred to retained eranings – associates Cash flow hedges: – Fair value loss in the period – Associates Currency translation differences: – Parent – Parent – tax – Associates At December 31, 2018 At January 1, 2017 Revaluation – gross Revaluation – tax Revaluation – associates Cash flow hedges: – Fair value gain in the period – Associates Currency translation differences: – Parent – Parent – tax – Associates At December 31, 2017 |
Unrealised gains (losses) on valuation |
Hedging reserve |
|
|---|---|---|---|
~53~
(20) Operating revenue
| Operating revenue | |
|---|---|
| Revenue from contracts with customers Other - ship rental and slottage income |
Year ended December 31,2018 |
| 33,747,653 $ 246,918 33,994,571 $ |
A. Disaggregation of revenue from contracts with customers
The Company derives revenue from the transfer of services over time and at a point in time in the following major businesses:
| Year ended December 31,2018 Revenue from external customer contracts Inter-segment revenue Total segment revenue |
Asia 10,056,018 $ 112,805 10,168,823 $ |
America 14,570,446 $ 1,493,799 16,064,245 $ |
Europe 5,788,675 $ 723,435 6,512,110 $ |
Other 1,002,475 $ - 1,002,475 $ |
Total |
|---|---|---|---|---|---|
| 31,417,614 $ 2,330,039 |
|||||
| 33,747,653 $ |
B. Contract assets and liabilities
The Company has recognised the following revenue-related contract assets and liabilities:
| December 31, | 2018 | ||
|---|---|---|---|
| Contract assets: | |||
| Contract assets relating to marine freight income | $ | 682,327 |
|
| Contract liabilities: | |||
| Contract liabilities – unearned marine freight income | $ | 431,290 |
|
| Revenue recognised that was included in the contract liability balance at the beginning of the | |||
| period | |||
| Year ended December 31, | |||
| 2018 | |||
| Marine freight income | $ | 453,208 |
C. Related disclosures for 2017 operating revenue are provided in Note 12(5) B.
(21) Other gains -net
| Other gains-net | |||
|---|---|---|---|
| Gains on disposal of property, plant and equipment |
Year ended December 31, 2018 |
Year ended December 31, 2017 |
|
| 7,594 $ |
316,314 $ |
~54~
(22) Other income
| Other income | ||
|---|---|---|
| Rental revenue Dividend income Interest income: Interest income from bank deposits Interest income from financial assets other than financial assets at fair value through profit or loss Gain from bargain purchase Other income – others |
Year ended December 31, 2018 102,599 $ 58,560 256,984 2,200 - 160,441 580,784 $ |
Year ended December 31, 2017 |
| 104,056 $ 46,965 237,683 2,339 1,534 99,783 492,360 $ |
(23) Other gains and losses
| Other gains and losses | ||
|---|---|---|
| Net currency exchange gains Gains on disposal of investments Depreciation charges on investment property Other non-operating expenses |
Year ended December 31, 2018 123,543 $ - 19,145) ( 84,917) ( 19,481 $ |
Year ended December 31, 2017 |
| 13,664 $ 523,111 19,144) ( 82,460) ( 435,171 $ |
(24) Finance costs
| Interest expense: Bank borrowings Corporate bonds Other Less: Capitalisation of qualifying assets Finance costs |
Year ended December 31, 2018 |
Year ended December 31, 2017 |
|---|---|---|
| 624,139 $ 92,859 6 717,004 31,368) ( 685,636 $ |
607,606 $ 69,863 - 677,469 42,772) ( 634,697 $ |
~55~
(25) Expenses by nature
| Expenses by nature | ||||
|---|---|---|---|---|
| Employee benefit expense Depreciation charges on property, plant and equipment Amortisation charges on intangible assets Stevedorage Inland haulage and canal due Bunker fuel Operating lease payments Commission Port charge Ship supplies and lubricant oil Professional service and data service expenses Other operating costs and expenses |
Year ended December 31,2018 |
Year ended December 31,2017 |
||
| 2,057,266 $ 2,032,961 20,572 10,489,596 7,230,512 5,780,146 3,078,682 1,617,074 1,289,220 276,155 223,548 325,123 34,420,855 $ |
2,182,088 $ 1,752,639 19,591 8,659,477 6,634,472 3,599,512 3,071,399 1,339,333 1,049,814 215,764 214,507 242,667 28,981,263 $ |
(26) Employee benefit expense
| Employee benefit expense | ||||
|---|---|---|---|---|
| Wages and salaries Labor and health insurance fees Pension costs Directors' remuneration Other personnel expenses |
Year ended December 31,2018 |
Year ended December 31,2017 |
||
| 1,740,534 $ 131,854 83,441 9,303 92,134 2,057,266 $ |
1,889,163 $ 112,773 84,627 20,091 75,434 2,182,088 $ |
-
A. In accordance with the Articles of Incorporation of the Company, a ratio of distributable profit of the current year, after covering accumulated losses, shall be distributed as employees’ compensation and directors’ remuneration. The ratio shall not be lower than 0.5% for employees’ compensation and shall not be higher than 2% for directors’ remuneration.
-
B.(a)For the year ended December 31, 2018, employees’ compensation and directors’ remuneration was accrued at $2,560 and $0, respectively. The aforementioned amounts were recognised in salary expenses.
-
B (b)The employees’ compensation and directors’ remuneration were estimated and accrued based on 0.5% and 0% of distributable profit of current year for the year ended December 31, 2018.
-
B (c) For the year ended December 31, 2017, employees’ compensation and directors’ remuneration were accrued at $36,322 and $10,207, respectively. The aforementioned amounts was recognised in salary expenses.
~56~
Employees’ compensation and directors’ remuneration of 2017 as resolved by he Board of Directors were in agreement with those amounts recognised in the profit or loss of 2017. Information about employees’ compensation and directors’ remuneration of the Company as resolved at the meeting of Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(27) Income tax
-
A.Income tax expense
-
(a)Components of income tax expense:
| e tax me tax expense Components of income tax expense: |
||||
|---|---|---|---|---|
| Current tax: Current tax on profits for the year Tax on undistributed earnings Alternative Minimum Tax Prior year income tax overestimation Total current tax Deferred tax: Origination and reversal of temporary differences Impact of change in tax rate Total deferred tax Income tax expense |
Year ended December 31,2018 |
Year ended December 31,2017 |
||
| - $ 283,973 - 4,738) ( 279,235 110,609) ( 46,959 63,650) ( 215,585 $ |
- $ - 31,399 - 31,399 181,338 - 181,338 212,737 $ |
(b)The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| ollows: | ||
|---|---|---|
| Changes in fair value of available -for-sale financial assets Currency translation differences Remeasurement of defined benefit obligations Share of other comprehensive income of associates Impact of change in tax rate |
Year ended December 31,2018 |
Year ended December 31,2017 |
| 6,699) ($ 33) ( 9,504 18,392 4,891 26,055 $ |
239 $ 2,295 13,872 5,898) ( - 10,508 $ |
~57~
(c)The income tax charged/(credited) to equity during the period is as follows:
| (c)The income tax charged/(credited) to equity during the period is as | ty during the period is as | follows: |
|---|---|---|
| Reconciliation between income tax expense and accounting profit Year ended December 31,2018 Reduction in capital surplus caused by recognition of foreign investees based on the shareholding ratio 115) ($ Reduction in retained earnings caused by recognition of foreign not based on the shareholding ratio 146 Effects of retrospective application 182 Impact of change in tax rate 95 308 $ Year ended December 31,2018 Tax calculated based on profit before tax and statutory tax rate 101,901 $ Expenses disallowed by tax regulation 18,293 Tax exempt income by tax regulation 299,273) ( Prior year income tax overestimation 4,738) ( Effect from Alternative Minimum Tax - Effect from investment tax credits 42,068 Effect from tax losses 26,647 Tax on undistributed earnings 283,973 Change in assessment of realisation of deferred tax assets 245) ( Impact of change in tax rate 46,959 Prior year income tax (over) underestimation - Income tax expense 215,585 $ |
Year ended December 31,2018 |
Year ended December 31,2017 |
| 95) ($ - - - 95) ($ Year ended December 31,2017 |
||
| 101,901 $ 18,293 299,273) ( 4,738) ( - 42,068 26,647 283,973 245) ( 46,959 - 215,585 $ |
1,227,044 $ 10,919 1,026,390) ( - 31,399 42,068) ( 7,984 - - - 3,849 212,737 $ |
B.Reconciliation between income tax expense and accounting profit
~58~
C.Amounts of deferred tax assets or liabilities as a result of temporary differences, loss carryforward and investment tax credits are as follows:
| and investment tax credits are as follows: | s follows: | ||||
|---|---|---|---|---|---|
January1-Deferred tax assets:Temporary differences: Bad debts expense 13,546 $ Loss on valuation of financial assets 1,979 Deferred profit 13,918 Unrealized expense 11,364 Unrealized exchange loss 39,452 Pension expense 197,241 Actuarial losses/(gains) 49,805 Investment tax credits 42,068 Net operating loss carryforward 192,612 561,985 -Deferred tax liabilities:Temporary differences: Gain on valuation of financial assets - $ Equity-accounted investment income 758,411) ( Gain on bargain purchase 208) ( 758,619) ( 196,634) ($ |
2018 | ||||
| Recognised in profit or loss |
Recognised in other comprehensive income |
Recognised in equity December 31 182 $ 16,417 $ - - - 14,588 - 14,338 - 31,146 - 196,145 - 68,099 - - - 345,617 182 686,350 - $ 4,371) ($ 126 788,600) ($ - - 126 792,971) ( 308 $ 106,621) ($ |
December 31 | ||
| 2,689 $ - 670 2,974 8,306) ( 1,096) ( - 42,068) ( 153,005 107,868 - $ 44,426) ( 208 44,218) ( 63,650 $ |
- $ 1,979) ( - - - - 18,294 - - 16,315 4,371) ($ 14,111 - 9,740 26,055 $ |
16,417 $ - 14,588 14,338 31,146 196,145 68,099 - 345,617 |
|||
| 686,350 | |||||
| 792,971) ( |
|||||
| 106,621) ($ |
~59~
January1-Deferred tax assets:Temporary differences: Bad debts expense 13,060 $ Loss on valuation of financial assets 1,740 Deferred profit 16,708 Unrealized expense 11,531 Unrealized exchange loss 49,343 Pension expense 215,644 Actuarial losses/(gains) 35,933 Investment tax credits - Net operating loss carryforward 176,711 520,670 -Deferred tax liabilities:Temporary differences: Equity-accounted investment income 546,379) ($ Gain on bargain purchase - 546,379) ( 25,709) ($ |
2017 | |||
|---|---|---|---|---|
| Recognised in profit or loss |
Recognised in other comprehensive income |
|||
| 486 $ - 2,790) ( 167) ( 9,891) ( 18,403) ( - 42,068 15,901 27,204 208,334) ($ 208) ( 208,542) ( 181,338) ($ |
- $ 239 - - - - 13,872 - - 14,111 3,603) ($ - 3,603) ( 10,508 $ |
- D. Details of the amount the Company is entitled as investment tax credit and unrecognised deferred tax assets are as follows:
December 31, 2018: None.
| tax assets are as follows: December 31, 2018: None. |
||||
|---|---|---|---|---|
| Qualifyingitems | December 31,2017 | |||
| Unused tax credits |
Unrecognised deferred tax assets |
Expiry year | ||
| Investments in emerging important strategic industries |
42,068 $ |
- $ |
2020 |
~60~
- E.Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
| ollows: | ||||||
|---|---|---|---|---|---|---|
| Year incurred | December 31,2018 | Final year tax credits are due |
||||
| Amount filed | Unused tax credits |
Unrecognised deferred tax assets |
||||
| 2018 2017 2016 2015 |
671,047 $ 40,204 747,045 269,787 1,728,083 $ |
671,047 $ 40,204 747,045 269,787 1,728,083 $ |
- $ - - - - $ |
2028 2027 2026 2025 |
December 31, 2017
| Year incurred | Amount filed | Unused tax credits |
Unrecognised deferred tax assets |
Final year tax credits are due |
|
|---|---|---|---|---|---|
| 2017 2016 2015 |
116,177 $ 747,045 269,787 1,133,009 $ |
116,177 $ 747,045 269,787 1,133,009 $ |
- $ - - - $ |
2027 2026 2025 |
-
F.The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2018 and 2017, the amounts of temporary difference unrecognised as deferred tax liabilities were $13,656,982 and $13,018,473, respectively.
-
G.As of December 31, 2018, the Company’s income tax returns through 2016 have been assessed and approved by the Tax Authority.
-
H. Under the amendments to the Income Tax Act which was promulgated by the President of the Republic of China in February, 2018, the Company’s applicable income tax rate was raised from 17% to 20% effective from January 1, 2018. The Company has assessed the impact of the change in income tax rate.
~61~
(28) Earnings (loss) per share
| Earnings (loss) per share | ||
|---|---|---|
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Employees' compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares |
Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (in dollars) 293,919 $ 4,240,919 0.07 $ 293,919 $ 4,240,919 - 215 293,919 $ 4,241,134 0.07 $ Year ended December 31,2018 |
|
| Amount after tax 293,919 $ 293,919 $ - 293,919 $ |
||
~62~
| (29) | Supplemental cash flow information Investing activities with partial cash payments A. Property, plant and equipment Weighted average number of ordinary shares outstanding Earnings per share Amount after tax (shares in thousands) (in dollars) Basic earnings per share Profit attributable to ordinary shareholders of the parent 7,005,171 $ 3,726,809 1.88 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 7,005,171 $ 3,726,809 Assumed conversion of all dilutive potential ordinary shares Employees' compensation - 3,375 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 7,005,171 $ 3,730,184 1.88 $ Year ended December 31,2017 Year ended December 31,2018 Year ended December 31,2017 Purchase of property, plant and equipment 1,414,270 $ 1,053,956 $ Add: Opening balance of payable on equipment 8,429 6,167 Less: Ending balance of payable on equipment 4,274) ( 8,429) ( Cash paid during the year 1,418,425 $ 1,051,694 $ |
|---|---|
~63~
B.Prepayment for equipment (recorded as other non-current assets)
| Purchase of prepayments for equipment Add: Opening balance of payable on prepayments for equipment Less: Ending balance of payable on prepayments for equipment Capitalisation of qualifying assets Cash paid during the year |
Year ended December 31,2018 |
Year ended December 31,2017 2,359,500 $ 123,685 38,001) ( 42,773) ( 2,402,411 $ |
|---|---|---|
| 6,269,586 $ 38,001 154) ( 31,368) ( 6,276,065 $ |
(30) Changes in liabilities from financing activities
| At January 1, 2018 Changes in cash flow from financing activities Impact of changes in foreign exchange rate ( At December 31, 2018 |
Long-term borrowings 39,690,592 $ 397,389 2,790) 40,085,191 $ |
|---|---|
7. RELATED PARTY TRANSACTIONS
(1) Names of the related parties and their relationship with the Company
Names of related parties Relationship with the Company Taiwan Terminal Services Co., Ltd. (TTSC) Subsidiary Peony Investment S.A. (Peony) Subsidiary Everport Terminal Services Inc. (ETS) Subsidiary Evergreen Marine (Hong Kong) Ltd. (EGH) (A subsidiary since December 18, 2017) Evergreen Marine Corp. (Malaysia) SDN BHD (EGM) Indirect subsidiary Kingtrans International Logistics (Tianjin) Co., Ltd. (KTIL) Indirect subsidiary Clove Holding Ltd. (CLOVE) Indirect subsidiary PT. Multi Bina Transport (MBT) Indirect subsidiary PT. Multi Bina Pura International (MBPI) Indirect subsidiary Greencompass Marine S.A. (GMS) Indirect subsidiary Evergreen Heavy Industrial Co., (Malaysia) Berhad. Indirect subsidiary (EHIC(M)) Evergreen Marine (UK) Limited (EMU) Indirect subsidiary Evergreen Shipping Agency (Europe) GmbH (EEU) Indirect subsidiary (Note) Evergreen Shipping Agency (Switzerland) S.A. (EGDL) Indirect subsidiary (Note) Evergreen Shipping Agency (Netherlands) B.V. (EGN) Indirect subsidiary (Note)
~64~
Names of related parties
Relationship with the Company
Evergreen Shipping Agency (Poland) SP.ZO.O (EGD-WWX) Indirect subsidiary (Note) Evergreen Shipping Agency France S.A. (EGF) Indirect subsidiary (Note) Evergreen Shipping Agency (Austria) GmbH (EGDV) Indirect subsidiary (Note) Evergreen Argentina S.A. (EGB) Indirect subsidiary Evergreen Shipping (Spain) S.L. (EES) Indirect subsidiary Evergreen Shipping Agency (Italy) S.p.A. (EIT) Indirect subsidiary Island Equipment LLC. (Island) Indirect subsidiary (Note 1) Armand Investment (Netherlands) N.V. (Armand N.V.) Indirect subsidiary Evergreen Shipping Agency (Australia) Pty. Ltd. (EMA) Indirect subsidiary Evergreen Shipping Agency (Thailand) Co., Ltd. (EGT) Indirect subsidiary Evergreen Shipping Agency (India) Pvt. Ltd. (EGI) Indirect subsidiary Evergreen Shipping Agency (Russia) Ltd. (ERU) Indirect subsidiary Evergreen Agency (South Africa) (Pty) Ltd. (ESA) Indirect subsidiary Evergreen Shipping Agency (Korea) Corporation (EGK) Indirect subsidiary Armand Estate B.V. (Armand B.V.) Indirect subsidiary Whitney Equipment LLC. (Whitney) Indirect subsidiary Hemlock Equipment LLC. (Hemlock) Indirect subsidiary (Note 1) Evergreen Shipping Agency (Vietnam) Corp. (EGV) (A subsidiary since January 1, 2018) Evergreen Shipping Services (Cambodia) Co., Ltd. (EKH) Indirect subsidiary Evergreen Shipping Agency (Chile) SPA. (ECL) Indirect subsidiary Evergreen Shipping Agency (PERU) S.A.C. (EPE) Indirect subsidiary Evergreen Shipping Agency (Colombia) S.A.S. (ECO) Indirect subsidiary Evergreen Shipping Agency Mexico S.A. DE C.V. (EMX) Indirect subsidiary Master International Shipping Agency Co., Ltd. (MAC) Indirect subsidiary Evergreen International Storage and Transport Corporation Associate (EITC) EVA Airways Corporation (EVA) Associate Evergreen Security Corporation (ESC) Associate Charng Yang Development Co., Ltd. (CYD) Associate Taipei Port Container Terminal Corporation (TPCT) Associate Ningbo Victory Container Co., Ltd. (NVC) Associate Qingdao Evergreen C&T Co., Ltd. (QECT) Associate
~65~
Names of related parties
Relationship with the Company
| Evergreen Marine (Latin America), S.A. (ELA) | Associate |
|---|---|
| Green Peninsula Agencies SDN. BHD. (GPA) | Associate |
| Luanta Investment (Netherlands) N.V. (Luanta) | Associate |
| Balsam Investment (Netherlands) N.V. (Balsam) | Associate |
| Italia Marittima S.p.A. (ITS) | Associate |
| Colon Container Terminal S.A. (CCT) | Associate |
| PT. Evergreen Shipping Agency Indonesia (EMI) | Associate |
| Evergreen Shipping Agency Co. (U.A.E) LLC (UAE) | Associate |
| Evergreen International Corporation (EIC) | Other related party |
| Evergreen Airline Services Corporation (EGAS) | Other related party |
| Chang Yung-Fa Charity Foundation (CYFC) | Other related party |
| Chang Yung-Fa Foundation (CYFF) | Other related party |
| Ever Accord Construction Corporation (EAC) | Other related party |
| Evergreen Aviation Technologies Corporation (EGAT) | Other related party |
| Evergreen Sky Catering Corporation (EGSC) | Other related party |
| Evergreen Air Cargo Services Corporation (EGAC) | Other related party |
| Evergreen Aviation Precision Corporation (EGAP) | Other related party |
| Evergreen International S.A. (EIS) | Other related party |
| Evergreen Marine (Singapore) Pte. Ltd. (EMS) | Other related party |
| Gaining Enterprise S.A. (GESA) | Other related party |
| Evergreen Insurance Company Ltd. (EINS) | Other related party |
| Evergreen Shipping Agency (America) Corporation (EGA) | Other related party |
| Evergreen Shipping Agency (Japan) Corporation (EGJ) | Other related party |
| Evergreen Shipping Agency Philippines Corporation (EGP) | Other related party |
| Evergreen International Muanmar Co., Ltd. (EIM) | Other related party |
| Chestnut Estate B.V. (Chestnut) | Other related party |
Note: Indirect subsidiary of Evergreen Shipping Agency (Deutschland) GmbH (EGD), reorganization of EGDL, EGN, EGD-WWX, EGF amd EDGV, was renamed Evergreen Shipping Agency (Europe) GmbH (EEU).
Note 1: On December 20, 2017, shareholders of the subsidiary, ETS, resolved to make an equity transaction that shareholders of ETS merge its subsidiary, Island, and its second-tier subsidiaries, Hemlock and Whitney, on January 1, 2018.
~66~
(2) Significant related party transactions and balances
A.Sales of services:
| Sales of services: | |||
|---|---|---|---|
| Sales of services: Subsidiaries Associates Other related parties |
Year ended December 31, 2018 |
Year ended December 31, 2017 |
|
| 2,343,257 $ 501,188 2,875,697 5,720,142 $ |
1,955,857 $ 594,746 2,867,820 5,418,423 $ |
The business terms on which the company transacts with related parties are of no difference from those with non-related parties.
B.Purchases of services:
| those with non-related parties. Purchases of services: |
|||
|---|---|---|---|
| Purchases of services: Subsidiaries Associates Other related parties |
Year ended December 31, 2018 |
Year ended December 31, 2017 |
|
| 5,048,484 $ 967,256 2,552,882 8,568,622 $ |
4,181,646 $ 1,160,689 2,350,303 |
||
| 7,692,638 $ |
Services are purchased from subsidiaries, associates and other related parties under general conditions.
C. Receivables from related parties:
| conditions. Receivables from related parties: |
||
|---|---|---|
| Accounts receivable: Subsidiaries Associates Other related parties Other receivables: Subsidiaries -Hemlock-Others Associates Other related parties -EIC -Others |
December 31,2018 19,082 $ 31,688 48,853 99,623 $ December 31,2018 - $ 552 627 179,593 165 180,937 $ |
December 31,2017 |
| 41,619 $ 24,894 146,930 |
||
| 213,443 $ |
||
| December 31,2017 | ||
| 95,333 $ 764 2,024 162,431 236 |
||
| 260,788 $ |
~67~
The receivables from related parties arise mainly from sale transactions. The receivables are unsecured in nature and bear no interest. There are no provisions against receivables from related parties.
D. Payables to related parties:
| parties. Payables to related parties: |
||
|---|---|---|
| Accounts payable: Subsidiaries Associates Other related parties Other payables: Subsidiaries Associates Other related parties |
December 31,2018 168,691 $ 22,679 2,461 193,831 $ December 31,2018 28 $ 4,224 2,431 6,683 $ |
December 31,2017 |
| 107,203 $ 13,230 4,462 |
||
| 124,895 $ |
||
| December 31,2017 | ||
| - $ 3,251 11,667 |
||
| 14,918 $ |
The payables to related parties arise mainly from purchase transactions. The payables bear no interest.
-
E. Agency accounts:
-
(a)Debit balance of agency accounts
Subsidiaries-EGI-MAC-Others |
December 31,2018 72,695 $ 44,944 16,060 133,699 $ |
December 31,2017 5,116 $ - 581 5,697 $ |
|---|---|---|
- (b)Credit balance of agency accounts
| Subsidiaries Associates Other related parties -EGA-EGJ-Others |
December 31,2018 99,533 $ 104,353 441,655 185,565 90,464 921,570 $ |
December 31,2017 84,761 $ 105,552 174,272 139,998 71,198 575,781 $ |
|---|---|---|
~68~
F. Shipowner’s accounts:
(a)Debit balance of shipowner’s accounts
Subsidiaries-EMU-GMSAssociates -ITSOther related parties -EIS-GESA-EMS |
December 31,2018 675,749 $ 114,568 279,431 180,684 20,409 - 1,270,841 $ |
December 31,2017 |
|---|---|---|
| 595,393 $ - - 328,897 25,028 16,246 |
||
| 965,564 $ |
(b)Credit balance of shipowner’s accounts
Subsidiaries-GMS-EGHAssociates -ITSOther related parties -EMS |
December 31,2018 - $ 613,053 - 996,627 1,609,680 $ |
December 31,2017 |
|---|---|---|
| 362,323 $ 301,631 700,046 - |
||
| 1,364,000 $ |
- G. Property transactions:
Acquisition of property, plant and equipment:
| Subsidiaries Associates Other related parties |
Year ended December 31, 2018 |
Year ended December 31, 2017 |
||
|---|---|---|---|---|
| - $ - - - $ |
89 $ 4,350 61 4,500 $ |
H.Endorsements and guarantees provided to related parties:
| Subsidiaries Associates |
December 31,2018 100,417,641 $ 3,143,008 103,560,649 $ |
December 31,2017 |
|---|---|---|
| 66,554,130 $ 3,035,391 |
||
| 69,589,521 $ |
~69~
- I. On August 11, 2017, the Board of Directors resolved to have the Company acquire 79% of the shares of EGH from other related party Evergreen International S.A. The acquisition date was December 18, 2017, and the transaction amount was $6,371,572 (approx. USD $209,350).
(3) Key management compensation
| Key management compensation | ||||
|---|---|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits |
Year ended December 31, 2018 |
Year ended December 31, 2017 |
||
| 47,772 $ 3,138 50,910 $ |
105,218 $ 3,909 109,127 $ |
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
| Pledged assets Other financial assets - Pledged time deposits Property, plant and equipment -Land -Buildings -Ships -Loading and unloading equipment Investment property -Land -Buildings |
December 31,2018 December 31,2017 121,632 $ 117,725 $ 514,312 514,312 181,001 188,363 28,052,733 19,151,033 1,094,929 1,159,312 1,285,781 1,285,781 452,502 470,909 31,702,890 $ 22,887,435 $ Book value |
Purpose |
|---|---|---|
| December 31,2018 121,632 $ 514,312 181,001 28,052,733 1,094,929 1,285,781 452,502 31,702,890 $ |
||
| Guarantee Long-term loan """Long-term loan " |
- SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS
(1) Contingencies
None.
(2) Commitments
-
A. As of December 31, 2018, the Company had delegated DBS Bank to issue Standby Letter of Credit amounting to USD 5,000 thousand.
-
B. A former stockholder of the Company sold some of its shares through issuance of global depository receipts (GDRs). The issuance of GDRs was approved by the SEC on June 19, 1996 as per Letter (85) Tai-Cai-Zheng (1) No. 35410. On August 2, 1996, the GDRs were approved by the UK governing authority to be listed on the London Stock Exchange and were issued in Asia, Europe and the US. The total amount of the issuance of GDRs was USD 115,000 thousand. The initial number of units issued was 5,449,592, representing 54,495,920 shares of the Company’s common
~70~
stock at $50.50 (in dollars) per share, and the number of supplementary units issued was 817,438. In total, the number of units issued was 6,267,030, representing 62,670,300 shares of the Company’s common stock at $50.50 (in dollars) per share, and the GDRs issued amounted to USD 115,000 thousand. Another 2,116,352 units, representing 21,163,604 shares of the Company’s common stock, were issued during the period from 1997 to December 31, 2018. As of December 31, 2018, 8,301,902 units were redeemed and 81,480 units were outstanding, representing 814,889 shares of the Company’s common stock.
-
C. As of December 31, 2018, the long-term and medium-term loan facilities granted by the financial institutions with the resolution from the Board of Directors to finance the Company’s purchase of new ships and general working capital requirement amounted to $41,488,820 and the unutilized credits was $1,390,212.
-
D. Operating lease
The estimated amount of charter expense in the following years under long-term contracts is set forth as follows:
| forth as follows: | |
|---|---|
| Within 1 year 1~5 years Over 5 years |
December 31,2018 |
| 4,437,551 $ 15,675,940 20,420,940 |
|
| 40,534,431 $ |
-
E. As of December 31, 2018, the amount of guaranteed notes issued by the Company for loans borrowed was $75,190,874.
-
F. To meet operational needs, the Company signed the shipbuilding contracts with Taiwan Shipbuilding Co., Ltd. and Imabari Shipbuilding Co., Ltd. As of December 31, 2018, the total price of the contracts, wherein the vessels have not yet been delivered, amounted to USD 76,160 thousand, USD53,312 thousand of which remain unpaid.
-
G. In response to international regulations on sulfur content in shipping fuel, the Company entered into sulfur emission abatement equipment purchase contracts with Wartsila Finland Oy and Alfa Laval Nijmegen B.V.. As of December 31, 2018, the total contract prices are USD 19,075 and EUR 6,915, respectively, and USD 16,955 and EUR 3,043 remain unpaid. The Company signed following installation contracts with Huarun Dadong Dockyard Co., Ltd.. As of December 31, 2018, the total price of the contracts amounted to USD 33,040, USD 32,020 of which remain unpaid.
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
On March 22, 2019, the proposal to appropriate the accumulated earnings was approved by the Board of Directors. Please refer to Note 6(18) for the details.
~71~
12. OTHERS
(1) Capital risk 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 and issue new shares to maintain an optimal capital.
(2) Financial instruments
A. Financial instruments by category
| d issue new shares to maintain an optimal capital. nancial instruments Financial instruments by category |
||
|---|---|---|
| Financial assets Financial assets at fair value through other comprehensive income Designation of equity instrument Available-for-sale financial assets Held-to-maturity financial assets Financial assets at amortised cost Cash and cash equivalents Notes receivables Accounts receivables Other accounts receivables Financial assets at amortised cost Guarantee deposits paid Other financial assets Financial liabilities Financial liabilities at amortised cost Accounts payable Other accounts payable Bonds payable (including current portion) Long-term borrowings(including current portion) Guarantee deposits received |
December 31,2018 1,021,582 $ - - 21,672,457 43 3,358,430 386,167 100,000 19,261 121,632 26,679,572 $ 4,577,517 $ 935,319 10,000,000 40,085,192 12,370 55,610,398 $ |
December 31,2017 |
| - $ 1,297,929 100,000 23,043,513 72 3,074,722 618,853 - 18,415 117,725 |
||
| 28,271,229 $ |
||
| 3,594,958 $ 584,602 8,000,000 39,690,592 12,053 |
||
| 51,882,205 $ |
B. Financial risk management policies
(a)The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial position and financial performance.
~72~
-
(b)Risk management is carried out by the Company’s Finance Department under policies approved by the Board of Directors. The Company’s Finance Department identifies, evaluates and hedges financial risks in close co-operation with the Company’s Operating Department. The Board of Directors provides written principles for overall risk management, as well as written policies covering specific areas and matters, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.
-
C. Significant financial risks and degrees of financial risks
-
(a) Market risk
Foreign exchange risk
-
i. The Company operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the USD. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investment in foreign operations.
-
ii. The Company’s management has set up a policy to require group companies to manage their foreign exchange risk against their functional currency. The group companies are required to hedge their entire foreign exchange risk exposure with the Company’s Finance Department. To manage their foreign exchange risk arising from future commercial transactions and recognised assets and liabilities, entities in the Company use forward foreign exchange contracts, transacted with Company’s Finance Department. Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in a foreign currency that is not the entity’s functional currency.
-
iii. The Company’s businesses involve some non-functional currency operations (the Company’s functional currency: NTD). The information on assets and liabilities denominated in foreign currencies whose values would be materially affected by the exchange rate fluctuations is as follows:
| exchange rate fluctuations is as follows: | exchange rate fluctuations is as follows: | exchange rate fluctuations is as follows: |
|---|---|---|
| Foreign currency amount (In Thousands) Exchangerate Book value (NTD) Financial assets Monetary items USD:NTD 1,024,952 $ 30.7535 31,520,861 $ Financial liabilities Monetary items USD:NTD 959,193 $ 30.7535 29,498,542 $ December 31,2018 (Foreign currency: functional currency) |
||
| Exchangerate 30.7535 30.7535 |
||
| 31,520,861 $ 29,498,542 $ |
||
~73~
| Foreign currency amount (In Thousands) Exchangerate Book value (NTD) Financial assets Monetary items USD:NTD 956,693 $ 29.7005 28,414,260 $ Financial liabilities Monetary items USD:NTD 908,807 $ 29.7005 26,992,022 $ December 31,2017 (Foreign currency: functional currency) |
Foreign currency amount (In Thousands) Exchangerate Book value (NTD) Financial assets Monetary items USD:NTD 956,693 $ 29.7005 28,414,260 $ Financial liabilities Monetary items USD:NTD 908,807 $ 29.7005 26,992,022 $ December 31,2017 (Foreign currency: functional currency) |
Foreign currency amount (In Thousands) Exchangerate Book value (NTD) Financial assets Monetary items USD:NTD 956,693 $ 29.7005 28,414,260 $ Financial liabilities Monetary items USD:NTD 908,807 $ 29.7005 26,992,022 $ December 31,2017 (Foreign currency: functional currency) |
|---|---|---|
| Exchangerate 29.7005 29.7005 |
||
| 28,414,260 $ 26,992,022 $ |
||
iv. The total exchange gain, including realised and unrealised arising from significant foreign exchange variation on the monetary items held by the Company for the years ended December 31, 2018 and 2017 amounted to $123,543 and $13,664, respectively.
| v. Analysis of foreign currency market risk | arising from significant foreign | arising from significant foreign | arising from significant foreign | exchange variation: | exchange variation: | exchange variation: |
|---|---|---|---|---|---|---|
| Year | ended December | 31, | 2018 | |||
| Sensitivityanalysis | ||||||
| Effect on other | ||||||
| Degree of | Effect on | comprehensive | ||||
| variation | profit or loss | income | ||||
| (Foreign currency: functional currency) | ||||||
| Financial assets | ||||||
| Monetary items | ||||||
| USD:NTD | 1% | $ | 315,209 |
$ | - |
|
| Financial liabilities | ||||||
| Monetary items | ||||||
| USD:NTD | 1% | $ | 294,985 |
$ | - |
|
| Year | ended December | 31, | 2017 | |||
| Sensitivityanalysis | ||||||
| Effect on other | ||||||
| Degree of | Effect on | comprehensive | ||||
| variation | profit or loss | income | ||||
| (Foreign currency: functional currency) | ||||||
| Financial assets | ||||||
| Monetary items | ||||||
| USD:NTD | 1% | $ | 284,143 |
$ | - |
|
| Financial liabilities | ||||||
| Monetary items | ||||||
| USD:NTD | 1% | $ | 269,920 |
$ | - |
~74~
Price risk
-
i. The Company is exposed to equity securities price risk because of investments held by the Company and classified on the balance sheet either as available-for-sale or at fair value through profit or loss. The Company is not exposed to commodity price risk. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company .
-
ii. The Company’s investments in equity securities comprise domestic listed and unlisted stocks. The prices of equity securities would change due to the change of the future value of investee companies. If the prices of these equity securities had increased/decreased by 1% with all other variables held constant, equity would have increased/decreased by $10,097 and $12,935 for the years ended December 31, 2018 and 2017, respectively, as a result of gains/losses on equity securities classified as available-for-sale.
-
Cash flow and fair value interest rate risk
-
i. The Company’s interest rate risk arises from long-term borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk which is partially offset by cash and cash equivalents held at variable rates. Borrowings issued at fixed rates expose the Company to fair value interest rate risk. During the years ended December 31, 2018 and 2017, the Company’s borrowings at variable rate were denominated in the NTD and USD.
-
ii. At December 31, 2018 and 2017, if interest rates on borrowings had been 1% higher/lower with all other variables held constant, post-tax profit for the years ended December 31, 2018 and 2017 would have been $320,789 and $329,520 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.
-
(b) Credit risk
-
i. 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 based on the agreed terms.
-
ii. The Company manages their credit risk taking into consideration the entire group’s concern. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of their clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.
-
iii. The Company adopts following assumptions under IFRS 9 to assess whether there has been a significant increase in credit risk on that instrument since initial recognition:
~75~
If the contract payments were past due over 30 days based on the terms, there has been a significant increase in credit risk on that instrument since initial recognition.
-
iv. If the default rate of an investment target exceeds 0.03%, there has been a significant increase in credit risk on that instrument since initial recognition.
-
v. The Company classifies customers’ accounts receivable in accordance with the nature of segments. The Company applies the modified approach using probability of default to estimate expected credit loss under the provision matrix basis.
-
vi. The Company wrote-off the financial assets, which cannot be reasonably expected to be recovered, after initiating recourse procedures. However, the Company will continue executing the recourse procedures to secure their rights. On December 31, 2018, the Company has no written-off financial assets that are still under recourse procedures.
-
vii. The Company used the forecastability to adjust historical and timely information to assess the default possibility of notes receivable, accounts receivable (including related parties) and contract assets. On December 31, 2018, the loss rate methodology is as follows:
| At December 31, 2018 Expected loss rate Total book value Loss allowance |
Individual 0.03% 4,042,007 $ 1,207 $ |
Group 100% 64,247 $ 64,247 $ |
Total |
|---|---|---|---|
| 4,106,254 $ |
|||
| 65,454 $ |
- viii. Movements in relation to the Company applying the modified approach to provide loss allowance for accounts receivable (including related parties) and contract assets are as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| 2018 | ||||||
| Accounts | receivable | Contract assets | ||||
| At January 1_IAS 39 | ($ | 68,482) |
$ | - |
||
| Adjustments under new standards | ( | 796) |
( | 114) |
||
| At January 1_IFRS 9 | ( | 69,278) |
( | 114) |
||
| Provision for impairment | ( | 206) |
( | 91) |
||
| Effect of foreign exchange | 4,235 | - | ||||
| At December 31 | ($ | 65,249) |
($ | 205) |
- ix. Credit risk information of 2017 is provided in Note 12(4).
(c)Liquidity risk
-
i. Cash flow forecasting is performed in the operating entities of the Company and aggregated by Company’s Finance Department. Company’s Finance Department monitors rolling forecasts of the Company’s liquidity requirements to ensure it has sufficient cash to meet operational needs.
-
ii. The table below analyses the Company’s non-derivative financial liabilities and net-settled
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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.
Non-derivative financial liabilities:
| December 31, 2018 Less than 3 months Between 3 months and 1year Accounts payable 4,383,686 $ - $ Accounts payable - related parties 193,831 - Other payables 857,410 71,226 Other payables - related parties 6,683 - Bonds payable - 101,200 Long-term loans (including current portion) 498,172 6,514,509 Non-derivative financial liabilities: December 31, 2017 Less than 3 months Between 3 months and 1year Accounts payable 3,470,062 $ - $ Accounts payable - related parties 124,895 - Other payables 507,476 62,209 Other payables - related parties 14,918 - Bonds payable (including current portion) - 84,000 Long-term loans (including current portion) 1,460,388 6,839,680 |
Less than 3 months |
Between 3 months and 1year |
Between 1 and 2years |
Between 2 and 5years |
Over 5 years |
Total |
|---|---|---|---|---|---|---|
| - $ - - - 101,200 11,703,964 Between 1 and 2years |
- $ - - - 10,177,600 18,770,047 Between 2 and 5years |
- $ - - - - 4,647,345 Over 5 years |
4,383,686 $ 193,831 928,636 6,683 10,380,000 42,134,037 Total |
|||
| December 31, 2017 Accounts payable Accounts payable - related parties Other payables Other payables - related parties Bonds payable (including current portion) Long-term loans (including current portion) |
Less than 3 months |
|||||
| 3,470,062 $ 124,895 507,476 14,918 - 1,460,388 |
- $ - 62,209 - 84,000 6,839,680 |
- $ - - - 84,000 9,582,984 |
- $ - - - 8,210,000 16,681,547 |
- $ - - - - 6,968,213 |
3,470,062 $ 124,895 569,685 14,918 8,378,000 41,532,812 |
iii. The Company does not expect the timing of occurrence of the cash flows estimated through the maturity date analysis will be significantly earlier, nor expect the actual cash flow amount will be significantly different.
(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. The fair value of the Company’s investment in listed stocks, beneficiary certificates and derivative instruments with quoted market prices is included in Level.
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- Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.
-
B. Fair value information of investment property at cost is provided in Note 6(9).
-
C. Financial instruments not measured at fair value
-
(a) Except for those listed in the table below, the carrying amounts of cash and cash equivalents, notes receivable, accounts receivable, other receivables, other financial assets, accounts payable and other payables are approximate to their fair values.
| Financial liabilities: Bonds payable Long-term loans (including current portion) Financial liabilities: Bonds payable Long-term loans (including current portion) |
December | 31,2018 |
|---|---|---|
| Book value 10,000,000 $ 40,085,191 50,085,191 $ December |
Fair value | |
| Level 3 | ||
| 10,156,197 $ 42,134,037 |
||
| 52,290,234 $ |
||
| 31,2017 | ||
| Book value 8,000,000 $ 39,690,592 47,690,592 $ |
Fair value | |
| Level 3 | ||
| 8,177,927 $ 41,532,812 |
||
| 49,710,739 $ |
-
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 are as follows:
-
(a) The related information of natures of the assets and liabilities is as follows:
| December 31, 2018 Assets: Recurring fair value measurements Financial assets at fair value through other comprehensive income Equity securities |
Level 1 850,223 $ |
Level 2 - $ |
Level 3 Total 171,359 $ 1,021,582 $ |
|---|---|---|---|
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| December 31, 2017 Assets: Recurring fair value measurements Available-for-sale financial assets Equity securities |
Level 1 1,144,974 $ |
Level 2 - $ |
Level 3 Total 152,955 $ 1,297,929 $ |
|---|---|---|---|
-
(b)The methods and assumptions the Company used to measure fair value are as follows:
-
i. The instruments the Company used market quoted prices as their fair values (that is, Level 1) are listed below by characteristics:
Listed shares Market quoted price Closing price
-
ii. Except for financial instruments with active markets, the fair value of other financial instruments is measured by using valuation techniques or by reference to counterparty quotes. The fair value of financial instruments measured by using valuation techniques can be referred to current fair value of instruments with similar terms and characteristics in substance, discounted cash flow method or other valuation methods, including calculated by applying model using market information available at the parent company only balance sheet date (i.e. yield curves on the Taipei Exchange, average commercial paper interest rates quoted from Reuters).
-
iii. When assessing non-standard and low-complexity financial instruments, the Company adopts valuation technique that is widely used by market participants. The inputs used in the valuation method to measure these financial instruments are normally observable in the market.
-
iv. The valuation of derivative financial instruments is based on valuation model widely accepted by market participants, such as present value techniques and option pricing models. Forward exchange contracts are usually valued based on the current forward exchange rate. Structured interest derivative instruments are measured by using appropriate option pricing models (i.e. Black-Scholes model) or other valuation methods, such as Monte Carlo simulation.
-
v. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the parent company only balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
~79~
-
vi. The Company takes into account adjustments for credit risks to measure the fair value of financial and non-financial instruments to reflect credit risk of the counterparty and the Company’s credit quality.
-
E. For the years ended December 31, 2018 and 2017, there was no transfer between Level 1 and Level 2.
-
F. The following chart is the movement of Level 3 for the years ended December 31, 2018 and 2017:
| 2018 At January 1 152,955 $ Acquired in the period - Decreased in the period 924) ( Gains and losses recognised in other comprehensive income (Note) 19,328 At December 31 171,359 $ |
2017 |
|---|---|
| 144,476 $ - - 8,479 |
|
| 152,955 $ |
-
Note: Recorded as unrealised valuation gain or loss of available-for-sale financial assets and unrealised gains or losses on valuation of investments in equity instruments measured at value through other comprehensive income
-
G. For the years ended December 31, 2018 and 2017, there was no transfer into or out from Level 3.
-
H. The Company 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. 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:
~80~
| Non-derivative equity instrument: Unlisted shares Venture capital shares Private equity fund investment Non-derivative equity instrument: Unlisted shares Venture capital shares Private equity fund investment |
Fair value at December 31,2018 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputs tofairvalue |
|---|---|---|---|---|---|
| 164,587 $ 6,772 Fair value at December 31,2017 |
Market comparable companies Net asset value Valuation technique |
Price to earnings ratio multiple Price to book ratio multiple Discount for lack of marketability Net asset value Significant unobservable input |
69.55~70.77 0.89~2.36 20%~30% Range (weighted average) |
The higher the multiple and control premium, the higher the fair value The higher the multiple and control premium, the higher the fair value The higher the weighted average cost of capital and discount for lack of control, the lower the fair value The higher the net asset value, the higher the fair value Relationship of inputs to fair value |
|
| 145,259 $ 7,696 |
Market comparable companies Net asset value |
Price to earnings ratio multiple Price to book ratio multiple Discount for lack of marketability Net asset value |
20.37~31.89 0.97~1.71 20%~30% |
The higher the multiple and control premium, the higher the fair value The higher the multiple and control premium, the higher the fair value The higher the weighted average cost of capital and discount for lack of control, the lower the fair value The higher the net asset value, the higher the fair value |
~81~
- 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 difference measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets categorised within Level 3 if the inputs used to valuation models have changed:
| Financial assets Equity instrument Financial assets Equity instrument |
Input | Change | Change | Change | Change | Change | Change | Change | Change | Change |
|---|---|---|---|---|---|---|---|---|---|---|
| Recognised in profit or loss |
||||||||||
| Favourable change |
Unfavourable change |
Favourable change |
||||||||
| Price to earnings ratio/ price to book ratio/ discount for lack of marketability Net asset value Input |
$ - - - $ |
|||||||||
| Recognised in profit or loss |
Recognised in other comprehensive income |
|||||||||
| Favourable change |
Unfavourable change |
Favourable change |
Unfavourable change |
|||||||
| Price to earnings ratio/ price to book ratio/ discount for lack of marketability Net asset value |
±1% ±1% |
$ - - |
$ - - |
$ 1,453 77 $ 1,530 |
$ 1,453 77 $ 1,530 |
|||||
| $ - | $ - |
(4) Effects on initial application of IFRS 9 and information on application of IAS 39 in 2017
-
A. Summaries of adopting significant accounting policies in 2017:
-
(a) Financial assets at fair value through profit or loss
- i. They are financial assets held for trading or financial assets designated as at fair value through profit or loss on initial recognition. Financial assets are classified in this category of held for trading if acquired principally for the purpose of selling in the short-term. Derivatives are also categorized as financial assets held for trading unless they are designated as hedges. Financial assets that meet one of the following criteria are designated as at fair value through profit or loss on initial recognition:
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- (i) Hybrid (combined) contracts; or
- (ii) They eliminate or significantly reduce a measurement or recognition inconsistency; or
- (iii)They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.
-
ii. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
-
iii. Financial liabilities at fair value through profit or loss are initially recognised at fair value. Related transaction costs are expensed in profit or loss. These financial liabilities are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial liabilities are recognised in profit or loss.
-
(b) Available-for-sale financial assets
-
i. They are non-derivatives that are either designated in this category or not classified in any of the other categories.
-
ii. On a regular way purchase or sale basis, available-for-sale financial assets are recognised and derecognised using trade date accounting.
-
iii. They are initially recognised at fair value plus transaction costs. These financial assets are subsequently remeasured and stated at fair value, and any changes in the fair value of these financial assets are recognised in other comprehensive income.
-
(c) Held-to-maturity financial assets
-
i. They are non-derivative financial assets with fixed or determinable payments and fixed maturity date that the Company has the positive intention and ability to hold to maturity other than those that meet the definition of loans and receivables and those that are designated as at fair value through profit or loss or as available-for-sale on initial recognition.
-
ii. On a regular way purchase or sale basis, held-to-maturity financial assets are recognised and derecognised using trade date accounting.
-
iii. They are initially recognised at fair value on the trade date plus transaction costs and subsequently measured at amortised cost using the effective interest method, less provision for impairment. Amortisation of a premium or a discount on such assets is recognised in profit or loss.
-
(d) Notes, accounts and other receivables
-
Notes and accounts receivable are claims resulting from the sale of goods or services. Receivables arising from transactions other than the sale of goods or services are classified as other receivables. Notes, accounts and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. However, short-term accounts receivable without bearing interest are subsequently measured at initial invoice amount as effect of discounting is immaterial.
~83~
-
(e) Impairment of financial assets
-
i. The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.
-
ii. The criteria that the Company uses to determine whether there is objective evidence of an impairment loss is as follows:
-
(i) Significant financial difficulty of the issuer or debtor;
-
(ii) A breach of contract, such as a default or delinquency in interest or principal payments;
-
(iii) The Company, for economic or legal reasons relating to the borrower’s financial difficulty, granted the borrower a concession that a lender would not otherwise consider;
-
(iv) It becomes probable that the borrower will enter bankruptcy or other financial reorganisation;
-
(v) The disappearance of an active market for that financial asset because of financial difficulties;
-
(vi) Observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial asset in the group, including adverse changes in the payment status of borrowers in the group or national or local economic conditions that correlate with defaults on the assets in the group ;
-
(vii) Information about significant changes with an adverse effect that have taken place in the technology, market, economic or legal environment in which the issuer operates, and indicates that the cost of the investment in the equity instrument may not be recovered; or
-
(viii) A significant or prolonged decline in the fair value of an investment in an equity instrument below its cost.
-
-
iii. When the Company assesses that there has been objective evidence of impairment and an impairment loss has occurred, accounting for impairment is made as follows according to the category of financial assets:
- (i) Financial assets measured at cost
The amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows discounted at financial asset’s original effective interest rate, and is recognised in profit or loss. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was
~84~
recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the asset does not exceed its amortised cost that would have been at the date of reversal had the impairment loss not been recognized previously. Impairment loss is recognised by adjusting the carrying amount of the asset through the use of an impairment allowance account.
- (ii) Available-for-sale financial assets
The amount of the impairment loss is measured as the difference between the asset’s acquisition cost (less any principal repayment and amortisation) and current fair value, less any impairment loss on that financial asset previously recognised in profit or loss, and is reclassified from ‘other comprehensive income’ to ‘profit or loss’. If, in a subsequent period, the fair value of an investment in a debt instrument increases, and the increase can be related objectively to an event occurring after the impairment loss was recognised, such impairment loss is reversed through profit or loss. Impairment loss of an investment in an equity instrument recognised in profit or loss shall not be reversed through profit or loss. Impairment loss is recognised and reversed by adjusting the carrying amount of the asset through the use of an impairment allowance account.
-
(f) Derivative financial instruments and hedging activities
-
i. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. Any changes in the fair value are recognised in profit or loss.
-
ii. The Company designates certain derivatives as hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge).
-
iii. The Company documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
-
iv. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as current assets or liabilities.
-
v. Cash flow hedge
-
(i) The effective portion of changes in the fair value of derivatives that are designated and qualified as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the statement of comprehensive income within ‘other gains and losses’.
~85~
-
(ii) Amounts accumulated in other comprehensive income are reclassified into profit or loss in the periods when the hedged item affects profit or loss. The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognised in the statement of comprehensive income within ‘finance costs’. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or financial liability, the gains and losses previously deferred in other comprehensive income are reclassified into profit or loss in the periods when the asset acquired or the liability assumed affects profit or loss. The deferred amounts are ultimately recognised in operating costs.
-
(iii) When a hedging instrument expires, or is sold, cancelled or executed, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in other comprehensive income at that time remains in other comprehensive income. When a forecast transaction occurs or is no longer expected to occur, the cumulative gain or loss that was reported in other comprehensive income is transferred to profit or loss in the periods when the hedged forecast cash flow affects profit or loss.
-
B. The reconciliations of carrying amount of financial assets transfered from December 31, 2017, IAS 39, to January 1, IFRS 9, were as follows:
Effects
| IAS 39 Transferred into and measured at fair value through other comprehensive income-equity Transferred into and measured at amortised cost Impairment loss adjustment IFRS 9 |
Measured at fair value through other comprehensive income-equity |
Available-for- sale financial assets |
Held-to- maturity financial assets |
Financial assets at amortised cost |
Financial assets at amortised cost |
Total | Retained earnings |
Others equity |
||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| - $ 1,297,929 - - 1,297,929 $ |
1,297,929 $ 1,297,929) ( - - - $ |
100,000 $ - 100,000) ( - - $ |
- $ - 100,000 - 100,000 $ |
1,397,929 $ - - - 1,397,929 $ |
- $ - - 192,156 192,156 $ |
- $ - - 192,156) ( 192,156) ($ |
- (a) Under IAS 39, because the equity instruments, which were classified as: available-for-sale financial assets, amounting to $1,297,929, were not held for the purpose of trading, they were reclassified as "financial assets at fair value through other comprehensive income (equity instruments)" amounting to $1,297,929, increased retained earnings and decreased other equity interest in the amounts of $192,156 and $192,156, respectively, on initial application of IFRS 9.
~86~
-
(b) Under IAS 39, because the equity instruments, which were classified as: held-to-maturity financial assets, amounting to $100,000, met the condition that it is intended to settle the principal and interest on the outstanding principal balance, they were reclassified as "financial assets at amortised cost" amounting to $100,000 on initial application of IFRS 9.
-
C. The significant accounts as of December 31, 2017 are as follows:
-
(a)Available-for-sale financial assets
| e significant accounts as of December 31, 2017 are as follows: Available-for-sale financial assets |
|
|---|---|
| Items Non-current items: Listed (TSE and OTC) stocks Unlisted stocks Valuation adjustment |
December 31,2017 |
| 631,039 $ 88,917 |
|
| 719,956 577,973 |
|
| 1,297,929 $ |
-
i. The Company recognised $92,521 in other comprehensive income for fair value change for the year ended December 31, 2017.
-
ii. The Company originally owned the emerging stock of Taiwan High Speed Rail Corporation which was first publicly traded on October 27, 2016. However, for the year ended December 31, 2015, the Company assessed that there had been objective evidence of impairment given that the market price of the shares continuously fell. As of December 31, 2017, the Company has recognized $189,091 as impairment loss.
-
iii. The Company recognised impairment loss of $3,065 on unlisted stocks.
-
iv. The Company has no available-for-sale assets pledged to others.
-
(b)Held-to-maturity financial assets
| iv. The Company has no available-for-sale assets pledged to others. )Held-to-maturity financial assets |
|
|---|---|
| Items Non-current items: Financial bonds |
December 31,2017 |
| 100,000 $ |
- i. The Company recognised interest income of $2,339 for amortised cost in profit or loss for the year ended December 31, 2017
- ii. The counterparties of the Company’s investments have good credit quality.
- iii. The Company has no held-to-maturity financial assets held by the Company pledged to others.
-
D. Credit risk information for the year ended December 31, 2017 are as follows :
-
(a) 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. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of their new clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.
~87~
Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board of Directors. The utilisation of credit limits is regularly monitored. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted.
-
(b) For the year ended December 31, 2017, no credit limits were exceeded during the reporting periods, and management does not expect any significant losses from non-performance by these counterparties.
-
(c) The credit quality of accounts receivable that were neither past due nor impaired was in the following categories based on the Company’s credit quality control policy.
| Group 1 Group 2 |
December 31,2017 |
|---|---|
| 277,138 $ 2,018,146 |
|
| 2,295,284 $ |
Note:
Company 1: Low risk: The Company’s ten largest customers, with sound performance and high transparency of financial information, are approved based on the Company’s credit quality control policy.
Company 2: General risk.
- (d) The ageing analysis of accounts receivable that were past due but not impaired is as follows:
| credit quality control policy. Company 2: General risk. The ageing analysis of accounts receivable that were past due but not |
impaired is as follows |
|---|---|
| Up to 30 days 31 to 180 days |
December 31,2017 |
| 301,805 $ 264,190 |
|
| 565,995 $ |
The above ageing analysis was based on past due date.
- (e) Movement analysis of financial assets that were impaired is as follows:
| At January 1 Net exchange differences At December 31 |
2017 | Total 73,732 $ 5,250) ( 68,482 $ |
|
|---|---|---|---|
| Individualprovision 73,732 $ 5,250) ( 68,482 $ |
Group provision - $ - - $ |
(5) Effects of initial application of IFRS 15 and information on application of IAS 11 and IAS 18 in
2017
-
A. The significant accounting policies applied on revenue recognition for the year ended December 31, 2017 are set out below.
-
(a) Sales of goods
Revenue is measured at the fair value of the consideration received or receivable taking into
~88~
account of business tax, returns, rebates and discounts for the sale of goods to external customers in the ordinary course of the Company’s activities. Revenue arising from the sales of goods is recognised when the Company has delivered the goods to the customer, the amount of sales revenue can be measured reliably and it is probable that the future economic benefits associated with the transaction will flow to the entity. The delivery of goods is completed when the significant risks and rewards of ownership have been transferred to the customer, the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold, and the customer has accepted the goods based on the sales contract or there is objective evidence showing that all acceptance provisions have been satisfied.
-
(b) Sales of services
- Revenue from delivering services is recognised under the percentage-of-completion method when the outcome of services provided can be estimated reliably. The stage of completion of a service contract is measured by the percentage of the actual services performed as of the financial reporting date to the total services to be performed. If the outcome of a service contract cannot be estimated reliably, contract revenue should be recognised only to the extent that contract costs incurred are likely to be recoverable.
-
B. The revenue of the Company recognised by using above accounting policies for the year ended December 31, 2017 are as follows:
| December 31, 2017 are as follows: | ||
|---|---|---|
| Marine freight income Ship rental and slottage income Commission income Others income |
Year ended December 31, 2017 |
|
| 27,548,083 $ 331,663 348,411 669,459 28,897,616 $ |
- C. Under IFRS 15, liabilities are recognised as contract liabilities, but were previously presented as other current liabilities-others in the balance sheet, the effects and description of current balance sheets and comprehensive income statements if the Company continues adopting above accounting policies for the year ended December 31, 2018 are as follows:
| Balance sheet items Contract assets - current Accounts receivable, net Contract liabilities- current Other current liabilities |
December 31,2018 | ||
|---|---|---|---|
| Balance by using IFRS15 |
Balance by using previous accounting policies |
Effects from chages in accounting policy |
|
| 682,327 $ 3,258,807 431,290) ( 9,040,820) ( |
- $ 3,941,134 - 9,472,110 |
682,327 $ 682,327) ( 431,290) ( 18,512,930) ( |
~89~
There is no impact to the current comprehensive income.
-
(a) Contracts with customers where services were rendered but not yet billed, were previously presented as accounts receivable on the balance sheet, and are recognised as contract assets in accordance with IFRS 15 ‘Revenue from contracts with customers’.
-
(b) Contracts with customers in relation to advance service receipt in the previous period are reclassified as contract liabilities in accordance with IFRS 15.
13. SUPPLEMENTARY DISCLOSURES
(1) Significant transactions information
-
A.Loans to others: Please refer to table 1.
-
B.Provision of endorsements and guarantees to others: Please refer to table 2.
-
C.Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures): Please refer to table 3.
-
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 4.
-
E. Acquisition of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
F. Disposal of real estate reaching $300 million or 20% of paid-in capital or more: None.
-
G.Purchases or sales of goods from or to related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.
-
H.Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 6.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 7.
(2) Information on investees (not including investees in Mainland China)
Names, locations and other information of investee companies (not including investees in Mainland China) : Please refer to table 8.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 9.
-
B.Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.
14. SEGMENT INFORMATION
None.
~90~
In Thousands of NTD
Evergreen Marine Corporation (Taiwan) Ltd. Statement of cash and cash equivalents December 31, 2018
| Item Cash Cash in banks Checking accounts NTD demand deposits Foreign demand deposits NTD time deposits Foreign time deposits |
Subtotal Total 14,807 $ Cash on hand 26 $ Petty cash TWD 1,330 USD 437 13,523 Add: Unrealised gains or losses 72) ( 205,409 796,326 1,592,650 EUR 2,041 71,697 GBP 348 13,527 HKD 10 37 INR 2,247 987 JPY 10,865 3,023 PLN 163 1,401 SGD 348 7,841 USD 48,583 1,495,790 VND 22,415 31 Add: Unrealised gains or losses 1,684) ( Interest rate:0.58%~1.04% 11,866,471 Interest rate:2.68%~3.22% 7,196,794 USD 234,015 7,126,298 Add: Unrealised gains or losses 70,496 21,672,457 $ Amount Description |
|
|---|---|---|
~91~
In Thousands of NTD
Evergreen Marine Corporation (Taiwan) Ltd. Statement of accounts receivable December 31, 2018
| Client Name Description Amount Non-related parties CMA CGM S.A. 548,881 $ Cosco Container Lines Co.,Ltd. 543,011 Orient Overseas Containers Line Limited 170,546 Others 2,066,335 Less: Unrealised gains or losses 4,741) ( Less: Allowance for bad debts 65,225) ( 3,258,807 Related parties Evergreen International Corporation 33,363 Evergreen International Storage and Transport Corporation 23,243 Evergreen Marine (Singapore) Pte. Ltd. 11,453 Evergreen Marine (UK) Ltd. 9,549 Greencompass Marine S.A. 7,782 Italia Marittima S.p.A 8,445 Others 5,788 99,623 3,358,430 $ |
1) 2) Footnote The amount of individual client included in others does not exceed 5% of the account balance. Foreign freight are translated into the functional currency at the dates of the transactions and retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re- translation at the balance sheet date are recognised in profit or loss. |
|
|---|---|---|
~92~
In Thousands of NTD
Evergreen Marine Corporation (Taiwan) Ltd. Statement of other receivable December 31, 2018
| Item Non-related parties Accrued interest Tax refund receivable China COSCO Shipping Co., Ltd. CMA CGM S.A. Others Related parties Evergreen International Corporation Others |
Description Interest income |
Amount Footnote 50,307 $ 12,203 9,432 11,093 122,195 205,230 179,593 1,344 180,937 386,167 $ The amount of individual client included in others does not exceed 5% of the account balance. The amount of individual client included in others does not exceed 5% of the account balance. |
|
|---|---|---|---|
(blank part below)
~93~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of ship fuel December 31, 2018
In Thousands of NTD
| Item Fuel |
Description TYOT LBRA LIVN GIVE LOYL LRIC LUNR Others |
Cost (in thousands) 3,104 USD 3,042 USD 2,380 USD 2,084 USD 1,850 USD 1,759 USD 1,636 USD 13,674 USD 29,529 USD |
Net Realisable Value 95,455 $ 93,540 73,183 64,105 56,894 54,104 50,319 420,522 908,122 $ |
1) 2) The amount of individual client included in others does not exceed 5% of the account balance. Fuel inventories of each ship are recorded at cost and retranslated at the exchange rates prevailing at the balance sheet date. Footnote |
|||
|---|---|---|---|---|---|---|---|
(blank part below)
~94~
In Thousands of NTD
Evergreen Marine Corporation (Taiwan) Ltd. Statement of other current assets December 31, 2018
| Item Agency accounts Shipowner's accounts Other financial assets Others |
Description Evergreen Indis Pvt Ltd Unigreen Marine S.A.(PNM) Arabian Gulf Marine Trading Co. Master International Shipping Agency Co. Evergreen America Corporation Canada Branch Others Evergreen Marine (UK) Limited Italia Marittima S.p.A Evergreen International S.A. Greencompass Marine S.A. Gaining Enterprise S.A. Temporary payments for others |
Amount Footnote 1) 72,695 $ 36,904 29,316 44,944 24,401 209,726 2) 417,986 675,749 $ 279,431 180,684 114,568 20,409 1,270,841 121,632 963,602 2,774,061 $ The amount of individual client included in others does not exceed 5% of the account balance. Agency accounts are translated into the functional currency at the dates of the transactions and retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re- translation at the balance sheet date are recognised in profit or loss. |
|
|---|---|---|---|
~95~
In Thousands of shares/NTD
Evergreen Marine Corporation (Taiwan) Ltd. Statement of changes in investments accounted for using equity method For the year ended December 31, 2018
| Investees | Balance at January 1, 2018 | Balance at January 1, 2018 | Additions in Investment | Additions in Investment | Decrease | in Investment | Balance at December 31, 2018 | Balance at December 31, 2018 | Balance at December 31, 2018 | Market Value or Net Assets Value |
Market Value or Net Assets Value |
Collateral | Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares 4,765 1 5,500 58,542 424,063 6,336 680,786 109,378 105 13,750 6,320 |
Amount 29,984,506 $ 568,156 39,912 537,532 8,554,230 97,140 9,462,402 977,049 4,364 205,923 6,287,883 56,719,097 $ |
Number of shares - - - - 6,629 - 34,039 - - - - |
Amount - $ 478,851 13,374 68,646 575,267 14,525 1,007,871 49,289 407 47,744 930,715 3,186,689 $ |
Number of shares - - - - - - - - - - |
Amount 1,412,743 $ - - 62,120 148,422 - 136,157 - 1,297 - - 1,760,739 $ |
Number of shares 4,765 1 5,500 58,542 430,692 6,336 714,825 109,378 105 13,750 6,320 |
Ownership 100.00 94.43 55.00 40.00 40.36 31.25 16.31 21.03 17.50 21.74 79.00 |
Amount 28,571,763 $ 1,047,007 53,286 544,058 8,981,075 111,665 10,334,116 1,026,338 3,474 253,667 7,218,598 58,145,047 $ |
Price (NTD) - $ - - - 13.50 - 15.80 - - - - |
Total Amount 28,887,580 $ 1,197,772 53,286 777,524 5,814,345 111,665 11,294,242 1,024,789 3,474 250,233 7,218,598 |
|||
| Peony Investment S.A. Everport Terminal Services Inc. Taiwan Terminal Services Co., Ltd. Charng Yang Development Co.,Ltd. Evergreen International Storage and Transport Corporation Evergreen Security Corporation EVA Airways Corporation Taipei Port Container Terminal Corporation Evergreen Marine (Latin America), S.A. VIP Greenport Joint Stock Company Evergreen Marine (Hong Kong) Ltd. |
No 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
~96~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of changes in ships For the year ended December 31, 2018
In Thousands of NTD
| Item Ships :LOYL LUCD LOGC LIVN LBRA LUNR LYRC PRMT PRBT PRSP BLMY BLOM BEMY BASS BEFT BORD BEDY BENG |
Balance at January1,2018 3,201,590 $ 3,157,763 3,146,076 3,224,550 3,201,422 3,316,821 3,305,403 560,051 513,405 492,275 1,195,037 - - - - - - - 25,314,393 $ |
Increased in theperiod Transferred in theperiod 1,983 $ - $ 621 - 17,481 - 9,571 - 4,240 - - - - - 13,082 - 9,300 - 23 - - 2,780) ( - 1,259,843 - 1,258,471 - 1,255,394 - 1,170,750 - 1,192,681 - 1,162,769 - 1,193,662 56,301 $ 8,490,790 $ |
Decreased in theperiod - $ - - - - - - - - - - - - - - - - - - $ |
Balance at December 31,2018 3,203,573 3,158,384 3,163,557 3,234,121 3,205,662 3,316,821 3,305,403 573,133 522,705 492,298 1,192,257 1,259,843 1,258,471 1,255,394 1,170,750 1,192,681 1,162,769 1,193,662 33,861,484 $ |
Footnote |
|---|---|---|---|---|---|
~97~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of changes in ships (continue) For the year ended December 31, 2018
In Thousands of NTD
| Item Accumulated depreciation :LOYL LUCD LOGC LIVN LBRA LUNR LYRC PRMT PRBT PRSP BLMY BLOM BEMY BASS BEFT BORD BEDY BENG Net Amount |
Balance at January1,2018 457,302 $ 472,015 560,257 571,243 631,883 372,032 337,860 440,285 372,400 343,555 8,024 - - - - - - - 4,566,856 $ 20,747,537 $ |
Increased in theperiod 121,519 $ 119,874 125,146 128,079 127,312 124,957 124,678 67,044 59,522 57,076 43,855 19,832 25,459 36,565 21,565 583 29,308 9,521 1,241,895 $ |
Decreased in theperiod - $ - - - - - - - - - - - - - - - - - - $ |
Balance at December 31,2018 578,821 $ 591,889 685,403 699,322 759,195 496,989 462,538 507,329 431,922 400,631 51,879 19,832 25,459 36,565 21,565 583 29,308 9,521 5,808,751 $ 28,052,733 $ |
Note |
|---|---|---|---|---|---|
~98~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of accounts payable December 31, 2018
In Thousands of NTD
| Client Name Non-related parties CMA CGM S.A. Orient Overseas Containers Line Limited COSCO Shipping Lines Co., Ltd. Estimated expense payable Others Add: Unrealised gains or losses Related parties Taiwan Terminal Services Co., Ltd. Everport Terminal Services Inc. GREENCOMPASS MARINE S.A. Others Evergreen International Storage and Transport |
Description Corporation |
Amount Footnote 495,961 $ 200,956 542,297 1,939,251 1,007,074 198,147 4,383,686 79,666 20,660 68,256 20,659 4,590 193,831 4,577,517 $ The amount of individual client included in others does not exceed 5% of the account balance. The amount of individual client included in others does not exceed 5% of the account balance. |
|
|---|---|---|---|
~99~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of other payables December 31, 2018
In Thousands of NTD
| Item Other payables Accrued expenses Interest payable Payable on equipment |
Description | Amount 638,420 $ 170,815 114,971 4,430 928,636 $ |
Footnote | |
|---|---|---|---|---|
(blank part below)
~100~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of other current liabilities December 31, 2018
In Thousands of NTD
| Item Agency accounts Shipowner's accounts Unearned Receipts Receipts under custody Long-term liabilities - current portion |
Description Evergreen Shipping Agency (America) Corporation Evergreen Shipping Agency (Japan) Corporation PT.Evergreen Shipping Agency Indonesia Evergreen International Corportion Others Evergreen Marine (Singapore) Pte Ltd. Evergreen Marine (Hong Kong) Ltd. Ship rental income and Base station revenue Withholding tax |
Amount Footnote 1) 441,655 $ 185,565 101,153 87,295 231,569 2) 1,047,237 996,627 613,053 1,609,680 36 7,467 6,376,400 9,040,820 $ Agency accounts are translated into the functional currency at the dates of the transactions and retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re- translation at the balance sheet date are recognised in profit or loss. The amount of individual client included in others does not exceed 5% of the account balance. |
|
|---|---|---|---|
~101~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of corporate bonds payable December 31, 2018
In Thousands of NTD Amount Unamortised Issuance Interest Rate Balance at Premiums Bonds Name Trustee Date Payment Date (%) Total Amount Repayment paid December 31, 2018 (Discounts) Book Value Repayment Collateral Footnote Thirteenth domestic Bank Of secured corporate 106.04.25 111.04.25 1.05 $ 8,000,000 $ - $ 8,000,000 $ - $ 8,000,000 Note 1 Yes Note 2 Taiwan bonds Fourteenth domestic Bank Of secured corporate 107.06.27 112.06.27 0.86 2,000,000 - 2,000,000 - 2,000,000 Note 3 〃 Note 4 Taiwan bonds - Less: current portion Non-current portion $ 10,000,000
Note 1 : Except for conversion, proceeds and redemption, half the principal of the Bond must be paid at the end of the fourth year, and another half at the maturity date. Please refer to Note 6(12) for details of principal repayment and interest payment.
Note 2 : The Bonds are secured and are guaranteed by Hua Nan Bank, First Bank, Mega International Commercial Bank, Land Bank of Taiwan, Chang Hwa Bank, Taiwan Cooperative Bank and Bank Sinopac.
Note 3 : Except for conversion, proceeds and redemption, the principal of the Bonds shall be repaid in lump sum at maturity. Please refer to Note 6(12) for details of principal repayment and interest payment.
Note 4 : The Bonds are secured and are guaranteed by First Commercial Bank.
~102~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of long-term loans December 31, 2018
| In Thousands of NTD | ||||||
|---|---|---|---|---|---|---|
| Creditor Long-term bank loans :Bank of Taiwan Bank of Taiwan Bank of Taiwan and other banks Bank of Taiwan and other banks Bank of Taiwan and other banks Bank of Taiwan Land Bank of Taiwan First Commercial Bank Hua Nan Commercial Bank Hua Nan Commercial Bank Chang Hwa Commercial Bank Chang Hwa Commercial Bank Cathay United Bank Mega International Commercial Bank and other banks Mega International Commercial Bank and other banks Bank of China Bank of China Bank SinoPac The Export-Import Bank of the Republic of China Bank of China Taipei Star Bank Chinatrust Commercial Bank Bank of Taiwan Jih Sun International Bank |
Description Secured bank loans 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Unsecured bank loans 〃〃〃〃 |
Amount 1,900,000 $ 803,031 1,977,930 2,108,122 2,061,978 307,168 284,771 1,525,941 866,850 1,796,349 935,804 947,504 844,404 1,314,276 1,401,261 924,421 922,206 873,911 783,120 580,000 200,000 1,000,000 1,987,500 500,000 |
Term of Contract 104.12.28~109.12.28 102.11.19~111.11.19 103.01.15~112.10.14 104.01.09~112.10.14 104.04.15~112.10.14 105.03.28~116.03.28 105.09.23~115.03.28 102.04.22~114.04.22 107.08.31~114.06.28 101.01.04~115.03.20 107.08.31~114.03.31 107.11.30~114.09.28 105.09.23~114.12.28 101.10.22~108.10.22 102.04.30~109.04.30 105.06.29~115.06.29 107.04.19~115.06.29 107.04.17~114.03.02 107.04.20~115.04.20 107.02.23~109.02.23 107.01.23~110.01.23 106.03.31~109.03.31 104.03.25~109.12.28 107.07.02~110.03.29 |
Rate(%) | Collateral Minsheng Building Loading and unloading equipment Ships 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃None 〃〃〃〃 |
Footnote Including foreign loans Including foreign loans Including foreign loans Including foreign loans |
~103~
Evergreen Marine Corporation (Taiwan) Ltd. - Statement of long term loans (continue) December 31, 2018
In Thousands of NTD
| Creditor Yuanta Commercial Bank (Previous name refer to Ta Chong Commercial Bank) E.Sun Commercial Bank Agricultural Bank of Taiwan Land Bank of Taiwan O-Bank Taiwan Business Bank Cathay United Bank Taiwan Cooperative Bank The Export-Import Bank of the Republic of China Taishin International Bank Chang Hwa Commercial Bank Taiwan Cooperative Bank Add: Unrealised losses Less: current portion Non-current portion Less: Deferred expenses - hosting fee credit |
Description Amount Unsecured bank loans 1,500,000 $ 〃300,000 〃1,200,000 〃1,600,000 〃1,000,000 〃1,000,000 〃1,500,000 〃500,000 〃500,000 Commercial paper 2,550,000 Container secured bank loans 766,882 〃612,000 39,875,429 223,179 13,417) ( 40,085,191 6,376,400) ( 33,708,791 $ |
Term of Contract 107.05.30~112.05.30 107.07.26~110.07.26 104.12.29~109.12.29 104.12.28~109.11.23 105.05.24~110.05.24 107.12.20~112.12.20 107.12.12~112.12.12 105.12.12~110.12.12 107.09.28~110.09.28 105.08.26~112.05.15 107.02.09~114.02.09 103.05.20~110.05.20 |
Rate(%) 1.13-3.79 |
Collateral None 〃〃〃〃〃〃〃〃〃〃〃 |
Footnote |
|---|---|---|---|---|---|
~104~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of labor, depreciation and amortisation by function For the year ended December 31, 2018
In Thousands of NTD
| ByNature By Function |
Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2018 | Year ended December 31,2017 | Year ended December 31,2017 | Year ended December 31,2017 |
|---|---|---|---|---|---|---|
| Classified as OperatingCosts |
Classified as OperatingExpenses |
Total | Classified as OperatingCosts |
Classified as OperatingExpenses |
Total | |
| Employee benefit expense | ||||||
| Wages and salaries | $ 660,115 | $ 1,080,419 | $ 1,740,534 | $ 556,974 | $ 1,332,189 | $ 1,889,163 |
| Labor and health insurance fees | 41,050 | 90,804 | 131,854 | 31,615 | 81,158 | 112,773 |
| Pension costs | 28,191 | 55,250 | 83,441 | 23,906 | 60,721 | 84,627 |
| Directors' remuneration | - | 9,303 | 9,303 | - | 20,091 | 20,091 |
| Otherpersonnel expenses | 42,180 | 49,954 | 92,134 | 31,723 | 43,711 | 75,434 |
| Depreciation expenses | 1,996,682 | 36,279 | 2,032,961 | 1,706,411 | 46,228 | 1,752,639 |
| Amortisation expenses | 10,323 | 10,249 | 20,572 | 12,687 | 6,904 | 19,591 |
Note: As of December 31, 2018 and 2017, the Company had 1,776 and 1,600 employees, respectively. There were 7 non-employee directors for both years.
~105~
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others
Table 1
Expressed in thousands of NTD
For the year ended December 31, 2018
| Number (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during the year ended December 31, 2018 (Note 3) |
Balance at December 31, 2018 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 | Peony Investment S.A. |
Luanta Investment (Netherlands) N.V. |
Receivables from related parties |
Yes | 76,426 $ |
43,055 $ |
43,055 $ |
3.4149~ 3.6056 |
2 | - $ |
Working capital requirement |
- $ |
None | - $ |
5,778,585 $ |
14,446,463 $ |
|
| 1 | Peony Investment S.A. |
Clove Holding Ltd. | Receivables from related parties |
Yes | 712,103 | 707,331 | 618,145 | 3.3149~ 3.6038 |
2 | - | Working capital requirement |
- | None | - | 11,557,170 | 14,446,463 | |
| 2 | Clove Holding Ltd. | Whitney Equipment LLC. |
Receivables from related parties |
Yes | 92,883 | 92,261 | 92,261 | 3.3981 | 2 | - | Working capital requirement |
- | None | - | 1,101,187 | 1,376,484 | |
| 2 | Clove Holding Ltd. | Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 371,532 | 369,042 | 295,234 | 3.4149~ 3.6063 |
2 | - | Working capital requirement |
- | None | - | 550,594 | 1,376,484 | |
| 3 | Evergreen Marine (Hong Kong) Ltd. |
Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 83,595 | 83,034 | 66,428 | 3.1694~ 3.5794 |
2 | - | Working capital requirement |
- | None | - | 929,558 | 1,859,117 |
Note 1: The numbers filled in for the loans provided by the Company or subsidiaries are as follows
-
(1)The Company is ‘0’.
-
(2)The subsidiaries are numbered in order starting from ‘1’.
Note 2: Fill in the name of account in which the loans are recognised, such as receivables–related parties, current account with stockholders, prepayments, temporary payments, etc. Note 3: Fill in the maximum outstanding balance of loans to others during the year ended December 31, 2018
Note 4: The column of‘Nature of loan’ shall fill in 1.‘Business transaction’ or 2.‘Short-term financing’.
Note 5: Fill in the amount of business transactions when nature of the loan is related to business transactions, which is the amount of business transactions occurred between the creditor and borrower in the current period.
Note 6: Fill in purpose of loan when nature of loan is for short-term financing, for example, repayment of loan, acquisition of equipment, working capital, etc.
- Note 7: Fill in limit on loans granted to a single party and ceiling on total loans granted as prescribed in the creditor company’s “Procedures for Provision of Loans”, and state each individual party to which the loans have been provided and
the calculation for ceiling on total loans granted in the footnote.
-
According to the Company's credit policy, the total amount of loans granted to a single company should not exceed 20% of the net worth stated in the latest financial statements.
-
PEONY
:USD 939,50030.753520%=5,778,585
Clove Holding Ltd. : USD 89,51730.753520%=550,594
Evergreen Marine (Hong Kong) Ltd. : USD 151,13030.753520%=929,558
The Company held 100% voting shares directly and indirectly in foreign company, that the total amount of loans granted to a single company should not exceed 40% of the net worth stated in the latest financial statements. PEONY : USD 939,50030.753540%=11,557,170
- According to the Company's credit policy, the total amount of loans granted should not exceed 40% of the net worth stated in the latest financial statements. Clove Holding Ltd.
:USD 89,51730.753540%=1,101,187
Evergreen Marine (Hong Kong) Ltd. : USD 151,13030.753540%=1,859,117
- The Company held 100% voting shares directly and indirectly in foreign company, that the total amount of loans granted should not exceed 50% of the net worth stated in the latest financial statements. PEONY
:USD 939,50030.753550%=14,446,463
Clove Holding Ltd. : USD 89,51730.753550%=1,376,484
Note 8: The amounts of funds to be loaned to others which have been approved by the Board of Directors of a public company in accordance with Article 14, Item 1 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies” should be included in its published balance of loans to others at the end of the reporting period to reveal the risk of loaning the public company bears, even though they have not yet been appropriated. However, this balance should exclude the loans repaid when repayments are done subsequently to reflect the risk adjustment. In addition, if the Board of Directors of a public company has authorized the Chairman to loan funds in instalments or in revolving within certain lines and within one year in accordance with Article 14, Item 2 of the “Regulations Governing Loaning of Funds and Making of Endorsements/Guarantees by Public Companies”, the published balance of loans to others at the end of the reporting period should also include these lines of loaning approved by the Board of Directors, and these lines of loaning should not be excluded from this balance even though the loans are repaid subsequently, for taking into consideration that they could be loaned again thereafter.
Evergreen Marine Corporation (Taiwan) Ltd. Provision of endorsements and guarantees to others For the year ended December 31, 2018
Table 2
Expressed in thousands of NTD
| Number (Note 1) |
Endorser/Guarantor | Party being endorsed/guaranteed | Party being endorsed/guaranteed | Limit on endorsements/ guarntees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2018 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2018 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
| 0 | Evergreen Marine Corporation |
Greencompass Marine S.A. | 2 | 133,688,460 $ |
47,652,627 $ |
43,599,149 $ |
25,800,522 $ |
- $ |
65.22% | 167,110,575 $ |
Y | N | N | |
| 0 | Evergreen Marine Corporation |
Peony Investment S.A. | 2 | 133,688,460 | 154,805 | 153,768 | - | - | 0.23% | 167,110,575 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (UK) Limited | 2 | 133,688,460 | 38,039,795 | 34,190,847 | 29,061,383 | - | 51.15% | 167,110,575 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Whitney Equipment LLC. | 2 | 133,688,460 | 237,641 | 154,042 | 149,651 | - | 0.23% | 167,110,575 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Colon Container Terminal S.A. | 6 | 33,422,115 | 2,253,961 | 2,238,855 | 2,238,855 | - | 3.35% | 167,110,575 | N | N | N | |
| 0 | Evergreen Marine Corporation |
Balsam Investment (Netherlands) N.V. |
6 | 33,422,115 | 910,253 | 904,153 | 881,549 | - | 1.35% | 167,110,575 | N | N | N | |
| 0 | Evergreen Marine Corporation |
Everport Terminal Services Inc. | 2 | 133,688,460 | 1,745,064 | 1,627,942 | 1,395,973 | - | 2.44% | 167,110,575 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (Hong Kong) Ltd. |
2 | 133,688,460 | 20,878,199 | 20,691,893 | 11,295,851 | - | 30.96% | 167,110,575 | Y | N | N |
Table 2
Expressed in thousands of NTD
Evergreen Marine Corporation (Taiwan) Ltd. Provision of endorsements and guarantees to others For the year ended December 31, 2018
| Number (Note 1) |
Endorser/Guarantor | Party being endorsed/guaranteed | Party being endorsed/guaranteed | Limit on endorsements/ guarntees provided for a single party (Note 3) |
Maximum outstanding endorsement/ guarantee amount as of December 31, 2018 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2018 (Note 5) |
Actual amount drawn down (Note 6) |
Amount of endorsements/ guarantees secured with collateral |
Ratio of accumulated endorsement/ guarantee amount to net asset value of the endorser/ guarantor company |
Ceiling on total amount of endorsements/ guarantees provided (Note 3) |
Provision of endorsements/ guarantees by parent company to subsidiary (Note 7) |
Provision of endorsements/ guarantees by subsidiary to parent company (Note 7) |
Provision of endorsements/ guarantees to the party in Mainland China (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Company name | Relationship with the endorser/ guarantor (Note 2) |
|||||||||||||
1 |
Evergreen Marine (Hong Kong) Ltd. |
Ever Shine (Shanghai) Enterprise Management Consulting Co., Ltd. |
2 | 9,295,583 $ |
134,910 $ |
71,662 $ |
35,633 $ |
- $ |
1.54% | 11,619,479 $ |
Y | N | Y | |
1 |
Evergreen Marine (Hong Kong) Ltd. |
Colon Container Terminal S.A. | 6 | 2,323,896 | 507,141 | 503,742 | 503,742 | - | 10.84% | 11,619,479 | N | N | N | |
2 |
Master International Shipping Agency Co., Ltd. |
Ever Shine (Shenzhen) Enterprise Management Consulting Co., Ltd. |
1 | 81,691 | 76,987 | 76,987 | 76,987 | - | 94.24% | 204,228 | N | N | Y |
-
Note 1: The numbers filled in for the endorsements/guarantees provided by the Company or subsidiaries are as follows:
-
(1)The Company is ‘0’.
-
(2)The subsidiaries are numbered in order starting from ‘1’.
-
Note 2: Relationship between the endorser/guarantor and the party being endorsed/guaranteed is classified into the following six categories; fill in the number of category each case belongs to:
-
(1) Having business relationship.
-
(2) The endorser/guarantor parent company directly and indirectly owns more than 50% voting shares of the endorsed/guaranteed company.
-
(3) The endorsed/guaranteed parent company directly and indirectly owns more than 50% voting shares of the endorser/guarantor subsidiary.
-
(4) The parent company directly or indirectly owns more than 90% voting shares of the companies that make endorsements/guarantees for each other.
-
(5) The parent company fulfills its contractual obligations by providing mutual endorsements/guarantees for another company in the same industry or for joint builders for purposes of undertaking a construction project.
-
(6) Due to joint venture, all capital contributing shareholders make endorsements/guarantees to the endorsed/guaranteed company in proportion to its ownership.
-
(7) Companies in the same industry provide among themselves joint and several security for a performance guarantee of a sales contract for pre-construction homes pursuant to the Consumer Protection Act for each other.
-
Note 3: Fill in limit on endorsements/guarantees provided for a single party and ceiling on total amount of endorsements/guarantees provided as prescribed in the endorser/guarantor company’s “Procedures for Provision of Endorsements and Guarantees”, and state each individual party to which the endorsements/guarantees have been provided and the calculation for ceiling on total amount of endorsements/guarantees provided in the footnote. The calculation is as follows:
The Company: 66,844,230*250% = 167,110,575
-
Limit on endorsement or guarantees provided by the Company for a single entity is $33,422,115 (Amounting to 50% of its net worth).
-
When the Company owns more than 50% voting shares of the endorsed/guaranteed company, the limit on endorsement or guarantee provided by the Company should not exceed 200% of its net worth, which equals to $133,688,460.
-
According to the credit policy of Evergreen Marine (Hong Kong) Ltd., the calculation for total amount of endorsements/guarantees is as follows:
-
Ceiling on total amount of endorsements/guarantees: USD 151,13030.7535250% = 11,619,479
-
Limit on endorsements or guarantees provided for a single entity
:USD 151,13030.753550% = 2,323,896 -
When the Company owns more than 50% voting shares of the endorsed/guaranteed company, the limit on endorsement or guarantee provided by the Company should not exceed 200% of its net worth, which equals to $9,295,583.
-
Ceiling on total amount of endorsements/guarantees of Master International Shipping Agency Co. : CNY 18,2394.4789250% = 204,228
-
Limit on endorsements or guarantees provided for a single entity of Master International Shipping Agency Co.
:CNY 18,2394.4789100%=81,691 (100% of its net worth) -
Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.
-
Note 5: Fill in the amount approved by the Board of Directors or the chariman if the chairman has been authorised by the Board of Directors.
-
Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
-
Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary, provision by subsidiary to listed parent company, and provision to the party in Mainland China.
Evergreen Marine Corporation (Taiwan) Ltd.
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) For the year ended December 31, 2018
| For the year ended December 31, 2018 | For the year ended December 31, 2018 | For the year ended December 31, 2018 | ||||||
|---|---|---|---|---|---|---|---|---|
| Table 3 | (Except as otherwise indicated) Expressed in thousands of shares/thousands of NTD/thousands of foreign currency |
|||||||
| Securities held by | Marketable securities (Note 1) | Relationship with the securities issuer (Note 2) |
Genearl ledger account | As of December 31, 2018 | Footnote (Note 4) | |||
| Number of shares | Book value (Note 3) | Ownership (%) | Fair value | |||||
| Evergreen Marine Corporation | Stock: | |||||||
| Power World Fund Inc. | Financial asset measured at fair value through other comprehensive income - non-current |
677 | 6,772 $ |
5.68% | 6,772 $ |
|||
| Linden Technologies, Inc. | 〃 |
50 | 40,423 | 1.44% | 40,423 | |||
| TopLogis, Inc. | 〃 |
2,464 | 18,906 | 17.48% | 18,906 | |||
| Ever Accord Construction Corp. | Other related party | 〃 |
9,317 | 105,258 | 17.50% | 105,258 | ||
| Central Reinsurance Corp. | 〃 |
49,866 | 850,223 | 8.45% | 850,223 | |||
| Financial bonds: | ||||||||
| Sunny Bank 2nd Subordinate Financial Debentures-B Issue in 2015 | Financial asset measured at atmortised cost - non-current |
- | 50,000 | - | 50,000 | |||
| Sunny Bank 3rd Subordinate Financial Debentures-B Issue in 2017 | 〃 |
- | 50,000 | - | 50,000 | |||
| Peony Investment S.A. | Hutchison Inland Container Depots Ltd. | Financial asset measured at fair value through other comprehensive income - non-current |
0.75 | USD 209 | 7.50 | USD 209 | ||
| South Asia Gateway Terminals (Private) Ltd. | 〃 |
18,942 | USD 20,226 | 5.00 | USD 20,226 | |||
| Evergreen Shipping Agency (Europe) GmbH |
Zoll Pool Hafen Hamburg AG | 〃 |
10 | EUR 10 | 2.86 | EUR 10 |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities within the scope of IFRS9, 'Financial instruments: recognition and measurement'.
Note 2: Leave the column blank if the issuer of marketable securities is non-related party.
Note 3: Fill in the amount after adjusted at fair value and deducted by accumulated impairment for the marketable securities measured at fair value; fill in the acquisition cost or amortised cost deducted by accumulated impairment for the marketable securities not measured at fair value.
Note 4: The number of shares of securities and their amounts pledged as security or pledged for loans and their restrictions on use under some agreements should be stated in the footnote if the securities presented herein have such conditions.
Table 4
Evergreen Marine Corporation (Taiwan) Ltd.
Acquisition or sale of the same security with the accumulated cost exceeding $300 million or 20% of the Company's paid-in capital
For the year ended December 31, 2018
Expressed in thousands of shares/thousands of NTD
| Investor | Marketable securities(Note 1) |
General ledger account | Counterparty (Note 2) |
Relationship with the investor (Note 2) |
Balance as at January 1, 2018 | Balance as at January 1, 2018 | Addition (Note 3) | Addition (Note 3) | Disposal (Note 3) | Disposal (Note 3) | Disposal (Note 3) | Disposal (Note 3) | Balance as at December 31, 2018 |
Balance as at December 31, 2018 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Selling price | Book value | Gain (loss) on disposal |
Number of shares |
Amount | |||||
| Evergreen Marine Corporation |
Stock: | |||||||||||||
| Taiwan HSR Consortium | Financial asset measured at fair value through other comprehensive income - non- current |
13,356 | 329,329 $ |
- | - $ |
13,356 | 342,661 $ |
329,329 $ |
13,332 $ |
- | - $ |
Note 1: Marketable securities in the table refer to stocks, bonds, beneficiary certificates and other related derivative securities.
Note 2: Fill in the columns the counterparty and relationship if securities are accounted for under the equity method; otherwise leave the columns blank.
Note 3: Aggregate purchases and sales amounts should be calculated separately at their market values to verify whether they individually reach NT$300 million or 20% of paid-in capital or more.
Note 4: Paid-in capital referred to herein is the paid-in capital of parent company.
Evergreen Marine Corporation (Taiwan) Ltd.
Purchases or sales of goods from or to related parties reaching NT$100 million or 20% of paid-in capital or more
For the year ended December 31, 2018
Table 5
Expressed in thousands
(Except as |
(Except as |
otherwise indicated) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Footnote (Note 2) | |||||
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Evergreen Marine Corporation | Everport Terminal Services Inc. | Subsidiary | Purchases | $ 1,455,870 | 4% | 30~60 days | $ - | - | ($ 68,256) | 1% | |
| Greencompass Marine S.A. | Indirect subsidiary of the Company |
Purchases | 1,580,488 | 5% | 30~60 days | - | - | ( 20,659) | - | ||
| Sales | 1,497,882 | 4% | 30~60 days | - | - | 7,782 | - | ||||
| Taiwan Terminal Services Co., Ltd. | Subsidiary | Purchases | 893,918 | 3% | 30~60 days | - | - | ( 79,666) | 2% | ||
| Italia Marittima S.p.A. | Associates | Purchases | 370,150 | 1% | 30~60 days | - | - | - | - | ||
| Sales | 408,890 | 1% | 30~60 days | - | - | 8,445 | - | ||||
| Evergreen International Storage and Transport Corp. |
Associates | Purchases | 410,325 | 1% | 30~60 days | - | - | ( 20,660) | - | ||
| Evergreen Shipping Agency (America) Corporation |
Other related parties | Purchases | 363,380 | 1% | 30~60 days | - | - | - | - | ||
| Evergreen International Corp. | Other related parties | Purchases | 449,731 | 1% | 30~60 days | - | - | ( 2,390) | - | ||
| Sales | 1,739,984 | 5% | 30~60 days | - | - | 33,363 | 1% | ||||
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Company |
Purchases | 250,536 | 1% | 30~60 days | - | - | ( 110) | - | ||
| Sales | 729,254 | 2% | 30~60 days | - | - | 9,549 | - | ||||
| Evergreen Marine (Singapore) Pte. Ltd. | Other related parties | Purchases | 181,192 | 1% | 30~60 days | - | - | - | - | ||
| Sales | 1,085,215 | 3% | 30~60 days | - | - | 11,453 | - | ||||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary | Sales | 112,920 | - | 30~60 days | - | - | 1,751 | - | ||
| Purchases | 577,182 | 2% | 30~60 days | - | - | - | - |
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Evergreen Marine Corporation | Gaining Enterprise S.A. | Other related parties | Purchases | $ 1,365,732 | 4% | 30~60 days | $ - | - | $ - | - | |
| Taipei Port Container Terminal Corp. | Associates | Purchases | 107,467 | - | 30~60 days | - | - | - | - | ||
| Taiwan Terminal Services Co.,Ltd. |
Evergreen Marine Corp. | The parent | Sales | 893,918 | 100% | 30~60 days | - | - | 79,666 | 99% | |
| Everport Terminal Services Inc. | Evergreen Marine Corp. | The parent | Sales | USD 48,254 |
11% | 30~60 days | - | - | 2,219 USD |
6% | |
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | USD 76,497 |
17% | 30 days | - | - | 4,825 USD |
13% | ||
| Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 43,105 |
10% | 30 days | - | - | 2,226 USD |
6% | ||
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | USD 121,382 |
27% | 30 days | - | - | 5,916 USD |
16% | ||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | USD 12,707 |
3% | 30 days | - | - | 858 USD |
2% | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | USD 8,937 |
2% | 30 days | - | - | 440 USD |
1% | ||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | USD 8,745 |
2% | 30 days | - | - | - | - | ||
| Evergreen Marine (Hong Kong) Ltd. |
Evergreen Marine Corp. | The parent | Sales | USD 19,130 |
5% | 30~60 days | - | - | - | - | |
| Purchases | USD 3,743 |
1% | 30~60 days | - | - | 57) (USD |
- | ||||
| Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 32,710 |
9% | 30~60 days | - | - | - | - | ||
| Purchases | USD 7,686 |
2% | 30~60 days | - | - | - | - | ||||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | USD 6,667 |
2% | 30~60 days | - | - | - | - | ||
| Purchases | USD 5,813 |
2% | 30~60 days | - | - | - | - | ||||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | USD 7,325 |
2% | 30~60 days | - | - | - | - | ||
| Purchases | USD 9,928 |
3% | 30~60 days | - | - | (USD 14) |
- |
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Evergreen Marine (Hong Kong) Ltd. |
Evergreen International Corp. | Investee of the Parent Company's major shareholder |
Sales | USD 10,535 |
3% | 30~60 days | $ - | - | 903 USD |
1% | |
| Purchases | USD 11,723 |
4% | 30~60 days | - | - | - | - | ||||
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | USD 8,761 |
2% | 30~60 days | - | - | 130 USD |
- | ||
| Purchases | USD 29,271 |
9% | 30~60 days | - | - | 102) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | USD 8,937 |
3% | 30 days | - | - | 440) (USD |
1% | ||
| Master International Shipping Agency Co., Ltd. |
Indirect subsidiary of the Parent Company |
Purchases | USD 3,538 |
1% | 30~60 days | - | - | 3,538) (USD |
5% | ||
| Greencompass Marine S.A. | Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | USD 53,300 |
2% | 30~60 days | - | - | 1,183 USD |
- | |
| Purchases | USD 32,095 |
1% | 30~60 days | - | - | 382) (USD |
- | ||||
| Evergreen Marine Corp. | The parent | Sales | USD 52,384 |
2% | 30~60 days | - | - | 672 USD |
- | ||
| Purchases | USD 49,646 |
2% | 30~60 days | - | - | 253) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | USD 43,105 |
2% | 30 days | - | - | 2,226) (USD |
1% | ||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | USD 85,897 |
3% | 30~60 days | - | - | 2,214 USD |
1% | ||
| Purchases | USD 23,702 |
1% | 30~60 days | - | - | 443) (USD |
- | ||||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | USD 31,255 |
1% | 30~60 days | - | - | - | - | ||
| Purchases | USD 46,437 |
2% | 30~60 days | - | - | - | - | ||||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | USD 19,432 |
1% | 30~60 days | - | - | - | - | ||
| Evergreen International Corp. | Investee of the Parent Company's major shareholder |
Purchases | USD 12,860 |
- | 30~60 days | - | - | 1,055) (USD |
- | ||
| Evergreen Shipping Agency (Japan) | Investee of the Parent Company's major shareholder |
Purchases | USD 6,581 |
- | 30~60 days | - | - | - | - | ||
| Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | USD 14,589 |
1% | 30~60 days | - | - | - | - |
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Greencompass Marine S.A. | Evergreen Insurance Company Limited | Investee of the Parent Company's major shareholder |
Purchases | USD 5,094 |
- | 30~60 days | $ - | - | 938) (USD |
- | |
| Evergreen Marine Co. (Malaysia) SDN.BHD. |
Indirect subsidiary of the Parent Company |
Purchases | USD 5,446 |
- | 30~60 days | - | - | - | - | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | USD 7,686 |
- | 30~60 days | - | - | - | - | ||
| Purchases | USD 32,710 |
1% | 30~60 days | - | - | - | - | ||||
| PT. Evergreen Shipping Agency Indonesia |
Investee of Peony Investment S.A. |
Purchases | USD 3,607 |
0% | 30~60 days | - | - | - | - | ||
| Evergreen Marine (UK) Limited | Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 32,095 |
2% | 30~60 days | - | - | 382 USD |
- | |
| Purchases | USD 53,300 |
3% | 30~60 days | - | - | 1,183) (USD |
1% | ||||
| Evergreen Marine Corp. | The Parent | Sales | USD 8,304 |
- | 30~60 days | - | - | 4 USD |
- | ||
| Purchases | USD 24,171 |
1% | 30~60 days | - | - | 310) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | USD 121,382 |
7% | 30 days | - | - | 5,916) (USD |
3% | ||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | USD 12,041 |
1% | 30~60 days | - | - | 367 USD |
- | ||
| Purchases | USD 17,127 |
1% | 30~60 days | - | - | 364) (USD |
- | ||||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | USD 26,722 |
2% | 30~60 days | - | - | 673 USD |
- | ||
| Purchases | USD 9,030 |
1% | 30~60 days | - | - | 526) (USD |
- | ||||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | USD 28,699 |
2% | 30~60 days | - | - | - | - | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | USD 29,271 |
2% | 30~60 days | - | - | 102 USD |
- | ||
| Purchases | USD 8,761 |
1% | 30~60 days | - | - | 130) (USD |
- | ||||
| Evergreen International Corp. | Investee of the Parent Company's major shareholder |
Purchases | USD 8,310 |
- | 30~60 days | - | - | 226) (USD |
- | ||
| Evergreen Insurance Company Limited | Investee of the Parent Company's major shareholder |
Purchases | USD 4,167 |
- | 30~60 days | - | - | - | - |
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Evergreen Marine (UK) Limited | Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | USD 6,671 |
- | 30~60 days | $ - | - | $ - | - | |
| Evergreen Heavy Industrial Corp.(Malaysia) Berhad |
Gaining Enterprise S.A. | Investee of EITC | Sales | MYR 64,925 |
21% | 45 days | - | - | - | - | |
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | MYR 249,169 |
79% | 45 days | - | - | MYR 49,931 |
100% | ||
| Evergreen Shipping Agency (Europe) GmbH |
Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | EUR 12,354 |
34% | 30~60 days | - | - | - | - | |
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | EUR 4,813 |
13% | 30~60 days | - | - | EUR 434 |
1% | ||
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | EUR 5,649 |
15% | 30~60 days | - | - | - | - | ||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | EUR 9,921 |
27% | 30~60 days | - | - | EUR 892 |
2% | ||
| Master International Shipping Agency Co. Ltd. |
Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | CNY 23,434 |
96% | 30~60 days | CNY 24,295 |
100% |
Note 1: If terms of related-party transactions are different from third-party transactions, explain the differences and reasons in the ‘Unit price’ and ‘Credit term’ columns.
Note 2: In case related-party transaction terms involve advance receipts (prepayments) transactions, explain in the footnote the reasons, contractual provisions, related amounts, and differences in types of transactions compared to third-party transactions.
Note 3: Paid-in capital referred to herein is the paid-in capital of parent company.
Evergreen Marine Corporation (Taiwan) Ltd. Receivables from related parties reaching NT$100 million or 20% of paid-in capital or more December 31, 2018
| December 31, 2018 | December 31, 2018 | December 31, 2018 | December 31, 2018 | December 31, 2018 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Table 6 | Expressed in thousands of NTD/thousands of foreign currency (Except as otherwise indicated) |
||||||||
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at December 31, 2018 (Note 1) |
Turnover rate | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
Footnote | |
| Amount | Action taken | ||||||||
| Evergreen Marine Corp. | Evergreen International Corporation | Investee of the Company's major shareholder |
212,956 $ |
- | - $ |
- | 211,519 $ |
- $ |
|
| Peony Investment S.A. | Clove Holding Ltd. | Subsidiary | USD 20,194 | - | - | - | - | - | |
| Evergreen Heavy Industrial Corp. (Malaysia) Berhad |
Evergreen Marine (Hong Kong) Ltd. | Investee of the Parent Company's major shareholder |
MYR 49,931 | - | - | - | MYR 49,931 | - | |
| Clove Holding Ltd. | Colon Container Terminal, S.A. | Investee of Clove Holding Ltd. accounted for using equity method |
USD 9,689 | - | - | - | - | - |
Note 1: Fill in separately the balances of accounts receivable–related parties, notes receivable–related parties, other receivables–related parties, etc. Note 2: Paid-in capital referred to herein is the paid-in capital of parent company.
Evergreen Marine Corporation (Taiwan) Ltd.
Significant inter-company transactions during the reporting periods For the year ended December 31, 2018
Table 7
Expressed in thousands of NTD
(Except as otherwise indicated)
| Table 7 | Expressed in thousands of NTD (Except as otherwise indicated) |
Expressed in thousands of NTD (Except as otherwise indicated) |
Expressed in thousands of NTD (Except as otherwise indicated) |
Expressed in thousands of NTD (Except as otherwise indicated) |
|||
|---|---|---|---|---|---|---|---|
| Number (Note 1) |
Company name | Counterparty | Relationship (Note 2) | Transaction |
|||
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 0 0 0 0 0 0 0 0 0 0 0 1 1 1 1 2 2 2 2 2 2 3 3 |
Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Evergreen Marine Corporation Greencompass Marine S.A. Greencompass Marine S.A. Greencompass Marine S.A. Greencompass Marine S.A. Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited Evergreen Heavy Industrial Co., (Malaysia) Berhad Evergreen Heavy Industrial Co., (Malaysia) Berhad |
Taiwan Terminal Services Co.,Ltd. Greencompass Marine S.A. Greencompass Marine S.A. Greencompass Marine S.A. Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Evergreen Marine (UK) Limited Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Evergreen Marine Corp. (Malaysia) SDN BHD Greencompass Marine S.A. Greencompass Marine S.A. Everport Terminal Services Inc. Everport Terminal Services Inc. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. |
1 1 1 1 1 1 1 1 1 1 1 3 3 3 3 3 3 3 3 3 3 3 3 |
Operating cost Shipowner's account - debit Operating revenue Operating cost Shipowner's account - debit Operating revenue Operating cost Shipowner's account - credit Operating revenue Operating cost Operating cost Shipowner's account - debit Operating cost Operating cost Operating cost Operating revenue Operating cost Operating cost Account payable Operating revenue Operating cost Operating revenue Account receivables |
893,918 $ 114,568 1,497,882 1,580,488 675,749 729,254 250,536 613,053 112,920 577,182 1,455,870 354,342 986,885 1,300,513 164,311 968,342 1,608,121 3,662,221 181,951 883,133 264,318 1,861,135 369,255 |
Note 4 " " " " " " " " " " " " " " " " " " " " " " |
0.53 0.05 0.89 0.93 0.30 0.43 0.15 0.27 0.07 0.34 0.86 0.15 0.58 0.77 0.10 0.57 0.95 2.16 0.08 0.52 0.16 1.10 0.16 |
| Number (Note 1) |
Company name | Counterparty | Relationship (Note 2) | Transaction | Transaction | Transaction | |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 4 4 4 4 4 5 6 7 7 7 7 |
Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Master International Shipping Agency Co., Ltd. Peony Investment S.A. Evergreen Shipping Agency (Europe) GmbH Evergreen Shipping Agency (Europe) GmbH Evergreen Shipping Agency (Europe) GmbH Evergreen Shipping Agency (Europe) GmbH |
Greencompass Marine S.A. Greencompass Marine S.A. Evergreen Marine (UK) Limited Everport Terminal Services Inc. Master International Shipping Agency Co., Ltd. Evergreen Marine (Hong Kong) Ltd. Clove Holding Ltd. Greencompass Marine S.A. Greencompass Marine S.A. Evergreen Marine (UK) Limited Evergreen Marine (Hong Kong) Ltd. |
3 3 3 3 3 3 3 3 3 3 3 |
Operating cost Shipowner's account - credit Shipowner's account - credit Operating cost Account payable Operating revenue Other receivables Operating revenue Shipowner's account - credit Operating revenue Shipowner's account - credit |
231,885 $ 325,710 234,668 269,625 108,813 106,357 621,046 415,318 385,266 199,075 188,978 |
Note 4 " " " " " " " " " " |
0.14 0.14 0.10 0.16 0.05 0.06 0.27 0.25 0.17 0.12 0.08 |
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: Relationship between transaction company and counterparty is classified into the following three categories; Fill in the number of category each case belongs to (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.):
-
(1) Parent company to subsidiary.
-
(2) Subsidiary to parent company
-
(3) Subsidiary to subsidiary
-
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 and based on accumulated transaction amount for the period to consolidated total operating revenues for income statement accounts.
Note 4: Terms are approximately the same as for general transactions.
Note 5: The Company may decide whether or not to disclose transaction details in this table based on the Materiality Principle.
Evergreen Marine Corporation (Taiwan) Ltd.
Table 8
Information on investees (not including investee company of Mainland China)
For the year ended December 31, 2018
Expressed in thousands of shares/thousands of NTD
| Investor | Investee (Note 1) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2018 | Shares held as of December 31, 2018 | Shares held as of December 31, 2018 | Net profit (loss) of the investee For the year ended December 31, 2018 (Note 1(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2018 (Note 1(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2018 |
Balance as of December 31, 2017 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Evergreen Marine Corp. | Peony Investment S.A. | Republic of Panama |
Investment activities | 14,654,043 $ |
14,654,043 $ |
4,765 | 100.00 | 28,732,006 $ |
1,888,994) ($ |
1,896,945) ($ |
Subsidiary of the Company |
| Taiwan Terminal Services Co., Ltd. | Taiwan | Loading and discharging operations of container yards |
55,000 | 55,000 | 5,500 | 55.00 | 53,286 | 27,476 | 15,112 | 〃 |
|
| Everport Terminal Services Inc. | U.S.A | Terminal services | 3,075 | 3,075 | 1 | 94.43 | 1,047,007 | 553,979 | 523,115 | 〃 |
|
| Evergreen Marine (Hong Kong) Ltd. | Hong Kong | Marine transportation | 6,438,245 | 6,438,245 | 6,320 | 79.00 | 7,218,598 | 979,323 | 773,665 | 〃 |
|
| Charng Yang Development Co.,Ltd. | Taiwan | Development, rental, sale of residential and commercial buildings |
320,000 | 320,000 | 58,542 | 40.00 | 544,057 | 171,613 | 68,645 | Investee accounted for using equity method |
|
| Evergreen International Storage and Transport Corporation |
Taiwan | Container transportation and gas stations |
4,840,408 | 4,753,514 | 430,692 | 40.36 | 8,884,659 | 863,837 | 348,173 | 〃 |
|
| Evergreen Security Corporation | Taiwan | General security guards services | 25,000 | 25,000 | 6,336 | 31.25 | 111,665 | 49,790 | 15,560 | 〃 |
|
| EVA Airways Corporation | Taiwan | International passengers and cargo transportation |
10,767,879 | 10,767,879 | 714,825 | 16.31 | 10,334,116 | 6,552,827 | 1,068,918 | 〃 |
|
| Taipei Port Container Terminal Corporation |
Taiwan | Container distribution and cargo stevedoring |
1,094,073 | 1,094,073 | 109,378 | 21.03 | 1,026,338 | 234,439 | 49,312 | 〃 |
|
| Evergreen Marine (Latin America), S.A. |
Republic of Panama |
Management consultancy | 3,229 | 3,229 | 105 | 17.50 | 3,474 | 1,371 | 240 | 〃 |
|
| VIP Greenport Joint Stock Company | Vietnam | Terminal services | 178,750 | 178,750 | 13,750 | 21.74 | 253,667 | 219,747 | 47,771 | 〃 |
|
| Peony Investment S.A. | Clove Holding Ltd. | British Virgin Islands |
Investment holding company | 1,616,074 | 1,616,074 | 10 | 100.00 | 2,752,969 | 42,847 | 42,847 | Indirect subsidiary of the Company |
| Evergreen Shipping Agency (Europe) GmbH |
Germany | Shipping agency | 255,746 | 255,746 | - | 100.00 | 299,158 | 17,957 | 17,957 | 〃 |
|
| Evergreen Shipping Agency (Korea) Corporation |
South Korea | Shipping agency | 74,608 | 74,608 | 121 | 100.00 | 48,857 | 12,772 | 12,772 | 〃 |
|
| Evergreen Shipping Agency (Poland) SP. ZO. O |
Poland | Shipping agency | - | 20,359 | 2 | 100.00 | - | - | - | 〃 |
|
| Greencompass Marine S.A. | Republic of Panama |
Marine transportation | 10,871,362 | 10,871,362 | 3,535 | 100.00 | 15,801,771 | 1,334,891) ( |
1,334,891) ( |
〃 |
|
| Evergreen Shipping Agency (India) Pvt. Ltd. |
India | Shipping agency | 36,188 | 36,188 | 100 | 99.99 | 142,568 | 45,819 | 45,818 | 〃 |
|
| Evergreen Argentina S.A. | Argentina | Leasing | 4,305 | 4,305 | 150 | 95.00 | 970 | 7,407) ( |
7,037) ( |
〃 |
| Investor | Investee (Note 1) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2018 | Shares held as of December 31, 2018 | Shares held as of December 31, 2018 | Net profit (loss) of the investee For the year ended December 31, 2018 (Note 1(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2018 (Note 1(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2018 |
Balance as of December 31, 2017 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Peony Investment S.A. | PT. Multi Bina Pura International | Indonesia | Loading and discharging operations of container yards and inland transportation |
241,137 $ |
241,137 $ |
17 | 95.03 | 502,803 $ |
114,147 $ |
108,473 $ |
Indirect subsidiary of the Company |
| PT. Multi Bina Transport | Indonesia | Container repair, cleaning and inland transportation |
24,735 | 24,735 | 2 | 17.39 | 14,248 | 5,914 | 1,028 | 〃 |
|
| Evergreen Heavy Industrial Corp. (Malaysia) Berhad |
Malaysia | Container manufacturing | 839,412 | 839,412 | 42,120 | 84.44 | 1,002,482 | 53,652 | 45,304 | 〃 |
|
| Armand Investment (Netherlands) N.V. | Curacao | Investment holding company | 354,050 | 354,050 | 4 | 70.00 | 323,664 | 20,198 | 14,139 | 〃 |
|
| Evergreen Shipping (Spain) S.L. | Spain | Shipping agency | 207,442 | 207,442 | 6 | 100.00 | 236,380 | 151,681 | 151,681 | 〃 |
|
| Evergreen Shipping Agency (Italy) S.p.A. |
Italy | Shipping agency | 72,332 | 72,332 | 0.55 | 55.00 | 91,804 | 70,370 | 38,704 | 〃 |
|
| Evergreen Marine (UK) Limited | U.K | Marine transportation | 4,124,126 | 2,555,697 | 765 | 51.00 | 1,529,399 | 1,333,238) ( |
679,951) ( |
〃 |
|
| Evergreen Shipping Agency (Australia) Pty. Ltd. |
Australia | Shipping agency | 52,539 | 7,599 | 1 | 100.00 | 124,808 | 125,187 | 84,501 | 〃 |
|
| Evergreen Shipping Agency (Russia) Ltd. |
Russia | Shipping agency | 26,079 | 26,079 | - | 51.00 | 19,007 | 73,185 | 37,324 | 〃 |
|
| Evergreen Shipping Agency (Singapore) Pte. Ltd. |
Singapore | Shipping agency | - | 66,335 | 765 | 51.00 | - | - | - | 〃 |
|
| Evergreen Shipping Agency (Thailand) Co., Ltd. |
Thailand | Shipping agency | 68,980 | 61,199 | 680 | 85.00 | 105,232 | 78,830 | 67,005 | 〃 |
|
| Evergreen Agency (South Africa) (Pty) Ltd. |
South Africa | Shipping agency | 17,868 | 17,868 | 5,500 | 55.00 | 100,350 | 127,945 | 70,370 | 〃 |
|
| Evergreen Shipping Agency (Vietnam) Corp. |
Vietnam | Shipping agency | 37,858 | 13,962 | - | 100.00 | 167,404 | 138,967 | 138,967 | 〃 |
|
| PT. Evergreen Shipping Agency Indonesia |
Indonesia | Shipping agency | 29,923 | 29,923 | 0.441 | 49.00 | 123,188 | 99,136 | 48,577 | Investee company of Peony accounted for using equity method |
|
| Luanta Investment (Netherlands) N.V. | Curaçao | Investment holding company | 1,461,999 | 1,453,949 | 460 | 50.00 | 1,933,827 | 12,120) ( |
6,060) ( |
〃 |
|
| Balsam Investment (Netherlands) N.V. | Curaçao | Investment holding company | 12,091,859 | 11,639,782 | 0.451 | 49.00 | 658,599 | 2,207,677) ( |
1,081,762) ( |
〃 |
|
| Green Peninsula Agencies SDN. BHD. | Malaysia | Investment holding company | 223,117 | 223,117 | 24 | 30.00 | 65 | 380) ( |
114) ( |
〃 |
|
| Evergreen Shipping Agency Co. (U.A.E.) LLC |
United Arab Emirates |
Shipping agency | 64,029 | 64,029 | - | 49.00 | 78,903 | 80,200 | 39,298 | 〃 |
|
| Greenpen Properties Sdn. Bhd. | Malaysia | Renting estate and storehouse company |
13,102 | 13,102 | 1,500 | 30.00 | 41,527 | 14,145 | 4,243 | 〃 |
|
| Evergreen Marine Corp. (Malaysia) SDN.BHD. |
Malaysia | Shipping agency | 289,519 | 3,788 | 500 | 100.00 | 592,961 | 250,142 | 250,142 | Indirect subsidiary of the Company |
|
| Evergreen Marine (Hong Kong) Ltd. | Hong Kong | Marine transportation | 81,497 | 81,497 | 80 | 1.00 | 91,375 | 979,323 | 9,793 | Investee company of Peony accounted for using equity method |
| Investor | Investee (Note 1) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2018 | Shares held as of December 31, 2018 | Shares held as of December 31, 2018 | Net profit (loss) of the investee For the year ended December 31, 2018 (Note 1(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2018 (Note 1(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2018 |
Balance as of December 31, 2017 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Peony Investment S.A. | Ics Depot Services Snd. Bhd. | Malaysia | Depot services | 34,259 $ |
- $ |
286 | 28.65 | 60,962 $ |
49,639 $ |
6,591 $ |
Investee company of Peony accounted for using equity method |
| Armand Investment (Netherlands ) N.V. |
Armand Estate B.V. | Netherlands | Investment holding company | 520,839 | 520,839 | - | 100.00 | 466,259 | 20,915 | 20,915 | Indirect subsidiary of the Company |
| Armand Estate B.V. | Taipei Port Container Terminal Corporation |
Taiwan | Container distribution and cargo stevedoring |
50,602 | 50,602 | 50,602 | 9.73 | 474,046 | 234,439 | 22,811 | Investee company of Armand Estate B.V. accounted for using equity method |
| Clove Holding Ltd. | Colon Container Terminal, S.A. | Republic of Panama |
Inland container storage and loading | 703,025 | 703,025 | 22,860 | 40.00 | 2,645,712 | 50,352 | 20,141 | Investee company of Clove Holding Ltd. accounted for using equity method |
| Everport Terminal Services Inc. | U.S.A | Terminal services | 200,019 | - | 0.059 | 5.57 | 221,434 | 553,978 | 30,863 | Investee company of Clove Holding Ltd. accounted for using equitymethod(Note) |
|
| Evergreen Marine (UK) Limited |
Evergreen Marine (Latin America), S.A. |
Republic of Panama |
Management consultancy | 3,045 | 3,045 | 99 | 16.50 | 3,275 | 1,371 | 226 | Investee company of Evergreen Marine (UK) Limited accounted for using equitymethod |
| Everport Terminal Services Inc. |
Whitney Equipment LLC. | U.S.A | Equipment Leasing Company | 6,151 | - | - | 100.00 | 192,943 | 23,716 | 23,716 | Investee company of Everport Terminal Services Inc. accounted for using equitymethod |
| PT. Multi Bina Pura International |
PT. Multi Bina Transport | Indonesia | Container repair cleaning and inland transportation |
101,530 | 101,530 | 8 | 72.95 | 59,771 | 5,914 | 4,314 | Indirect subsidiary of the Company |
| Evergreen Marine (Hong Kong) Limited |
Colon Container Terminal S.A. | Republic of Panama |
Inland container storage and loading | 479,755 | - | 5,144 | 9.00 | 615,720 | 50,352 | 3,666 | Investee company of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
| Evergreen Marine (Latin America), S.A. |
Republic of Panama |
Management consultancy | 3,045 | 3,045 | 99 | 16.50 | 3,275 | 1,371 | 226 | 〃 |
|
| Evergreen Shipping Service (Cambodia) Co., Ltd. |
Cambodia | Shipping agency | 6,151 | 3,998 | 200 | 100.00 | 12,376 | 6,107 | 6,107 | Indirect subsidiary of the Company |
| Investor | Investee (Note 1) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2018 | Shares held as of December 31, 2018 | Shares held as of December 31, 2018 | Net profit (loss) of the investee For the year ended December 31, 2018 (Note 1(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2018 (Note 1(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2018 |
Balance as of December 31, 2017 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Evergreen Marine (Hong Kong) Limited |
Evergreen Shipping Agency (PERU) S.A.C. |
Peru | Shipping agency | 8,537 $ |
- $ |
900 | 60.00 | 23,570 $ |
25,292 $ |
15,175 $ |
Indirect subsidiary of the Company |
| Evergreen Shipping Agency (Colombia) S.A.S |
Colombia | Shipping agency | 10,796 | - | 80 | 100.00 | 574) ( |
10,981) ( |
10,981) ( |
〃 |
|
| Evergreeb Shipping Agency (Mexico) S.A. DE C.V. |
Mexico | Shipping agency | 7,049 | - | 44.40 | 60.00 | 10,580 | 5,819 | 3,491 | 〃 |
|
| Evergreeb Shipping Agency (CHILE)SPA. |
Chile | Shipping agency | 9,805 | - | 1.5 | 60.00 | 17,097 | 13,135 | 7,881 | 〃 |
Note 1: If situation does not belong to Note 1, fill in the columns according to the following regulations:
-
(1) The columns of ‘Investee’, ‘Location’, ‘Main business activities’, ‘Initial investment amount’ and ‘Shares held as at December 31, 2018’ should fill orderly in the Company’s (public company’s) information on investees and every directly or indirectly controlled investee’s investment information, and note the relationship between the Company (public company) and its investee each (ex. direct subsidiary or indirect subsidiary) in the ‘footnote’ column.
-
(2) The ‘Net profit (loss) of the investee For the year ended December 31, 2018’ column should fill in amount of net profit (loss) of the investee for this period.
-
(3) The‘Investment income (loss) recognised by the Company For the year ended December 31, 2018’ column should fill in the Company (public company) recognised investment income (loss) of its direct subsidiary and
-
recognised investment income (loss) of its investee accounted for under the equity method for this period. When filling in recognised investment income (loss) of its direct subsidiary, the Company (public company) should confirm that direct subsidiary’s net profit (loss) for this period has included its investment income (loss) which shall be recognised by regulations.
Evergreen Marine Corporation (Taiwan) Ltd.
Information on investments in Mainland China
For the year ended December 31, 2018
Table 9
Expressed in thousands of NTD
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2018 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2018 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2018 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2018 |
Net income (loss) of the investee for the year ended December 31, 2018 |
Ownership held by the Company (direct of indirect) (%) |
Investment income (loss) recognised by the Company. For the year ended December 31, 2018 (Note 2(2)B) |
Book value of investments in Mainland China as of December 31, 2018 |
Accumulted amount of investment income remitted back to Taiwan as of December 31, 2018 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Ningbo Victory Container Co., Ltd. | Inland container transportation, container storage, loading, discharging, repair and related activities |
559,746 $ |
(2) | 220,241 $ |
- $ |
- $ |
220,241 $ |
25,341 $ |
40.00 | 10,137 $ |
277,074 $ |
- $ |
|
| Qingdao Evergreen Container Storage & Transportation Co., Ltd. |
Inland container transportation, storage, loading, discharging, repair, cleaning and related activities |
190,353 | (2) | 43,575 | - | - | 43,575 | 219,369 | 40.00 | 87,747 | 191,016 | - | |
| Kingtrans Intl. Logistics (Tianjin) Co., Ltd. |
Inland container transportation, storage, loading, discharging, repair, cleaning and related activities |
349,038 | (2) | 123,014 | 168,076 | - | 291,090 | 28,027 | 56.00 | 11,631 | 246,811 | - | |
| Ever Shine (Shanghai) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
1,945,977 | (2) | 2,505,191 | - | - | 2,505,191 | 22,555 | 80.00 | 56,013) ( |
3,332,384 | - | |
| Ever Shine (Ningbo) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
192,593 | (2) | 277,147 | - | - | 277,147 | 1,239) ( |
80.00 | 934) ( |
152,305 | - | |
| Ever Shine (Shenzhen) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
274,765 | (2) | - | 482,230 | - | 482,230 | 2,813 | 80.00 | 570) ( |
417,532 | - | |
| Ever Shine (Qingdao) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
222,781 | (2) | - | 393,103 | - | 393,103 | 1,778 | 80.00 | 145) ( |
250,770 | - |
| Investee in Mainland China | Main business activities | Paid-in capital | Investment method (Note 1) |
Accumulated amount of remittance from Taiwan to Mainland China as of January 1, 2018 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2018 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2018 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2018 |
Net income (loss) of the investee for the year ended December 31, 2018 |
Ownership held by the Company (direct of indirect) (%) |
Investment income (loss) recognised by the Company. For the year ended December 31, 2018 (Note 2(2)B) |
Book value of investments in Mainland China as of December 31, 2018 |
Accumulted amount of investment income remitted back to Taiwan as of December 31, 2018 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Master International Shipping Agency Co., Ltd. |
Inland container transportation, storage, loading, discharging, passenger transportation and related activities |
22,395 $ |
(2) | - $ |
84,904 $ |
- $ |
84,904 $ |
48,085 $ |
39.20 | 1,879 $ |
32,023 $ |
- $ |
|
| Company name Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2018 Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA Evergreen Marine Corp. $ 4,297,481 $ 4,864,612 $ 40,106,538 |
|||||||||||||
| Company name | Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2018 |
Investment amount approved by the Investment Commission of the Ministry of Economic Affairs (MOEA) |
Ceiling on investments in Mainland China imposed by the Investment Commission of MOEA |
||||||||||
| Evergreen Marine Corp. | $ 4,297,481 | $ 4,864,612 | $ 40,106,538 |
Note 1: Investment methods are classified into the following three categories; fill in the number of category each case belongs to:
-
(1) Directly invest in a company in Mainland China.
-
(2) Through investing in an existing company, Peony Investment S.A. and Evergreen Marine (Hong Kong) Ltd., in the third area, which then invested in the investee in Mainland China.
-
(3) Others
-
Note 2: In the ‘Investment income (loss) recognised by the Company for the year ended December 31, 2018’ column:
-
(1) It should be indicated if the investee was still in the incorporation arrangements and had not yet any profit during this period.
-
(2) Indicate the basis for investment income (loss) recognition in the number of one of the following three categories:
-
A. The financial statements that are audited and attested by international accounting firm which has cooperative relationship with accounting firm in R.O.C.
-
B. The financial statements that are audited and attested by R.O.C. parent company’s CPA.
-
C. Others.
Note 3: The numbers in this table are expressed in New Taiwan Dollars.