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EMC — Audit Report / Information 2019
Nov 13, 2019
52158_rns_2019-11-13_96ffcd58-f3df-4b96-9ecb-4e264669026a.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, 2019 AND 2018
~1~
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, 2019 and 2018, 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, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with the “Regulations Governing the Preparations 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.
~2~
The key audit matters of the parent company only financial statements for the year ended December 31, 2019 are as follows:
Accuracy of freight revenue and appropriate use of cut-off
Description
Please refer to Note 4(31) for accounting policy on revenue recognition, Note 5(2) for uncertainty of accounting estimates and assumptions applied on revenue recognition, and Note 6(21) for details of sales revenue, Note 6(7) for details of investments accounted for using equity method, and Table 7 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 system, accompanied by estimation made from past experience and current cargo loading conditions the revenue that would flow in, and calculate the revenue under percentage-of-completion method. As the process of recording transactions, communicating with agencies, 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.
~3~
How our audit addressed the matter
We, and other independent accountants, performed the following audit procedures on the above key audit matter:
-
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.
-
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.
-
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.
-
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.
-
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 and right-of-use assests
Description
Please refer to Notes 4(15) and 4(16) for accounting policies on property, plant and equipment and rightof-use asset, Note 5(2) for uncertainty of accounting estimates and assumptions applied on impairment of property, plant and equipment and right-of-use asset, Note 6(8) for details of property, plant and equipment, Note 6(9) for details of right-of-use asset, Note 6(7) for details of investments accounted for using equity method, and Table 7 for information on investees accounted for using equity method.
~4~
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 cargo handling equipment, which are recognised in property, plant and equipment, and ship equipment, which is recognised in right-of-use asset. 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 discounts 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 and ship equipment in the right-of-use asset under the Company and its investee companies as a key audit matter.
How our audit addressed the matter
We, and other independent accountants, performed the following audit procedures on the above key audit matter:
-
Obtained an understanding and assessed the relevant policies, internal controls and process applied to valuation of assets impairments.
-
Interviewed with management regarding the impairment test report, and assessed the reasonableness of discounts rate 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.
-
Checked the parameters of the valuation model and recalculated the valuation model for accuracy.
~5~
Other matter – Audit by 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$ 23,545,990 thousand and NT$ 21,850,693 thousand, constituting 15.71% and 17.08% of the total assets as of December 31, 2019 and 2018, respectively, and comprehensive income(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$ 428,025 thousand and (NT$ 261,959) thousand, constituting (297.78%) and (25.52%) of the total comprehensive income (loss) as of December 31, 2019 and 2018, 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 Preparations 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.
~6~
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:
-
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.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our 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.
~7~
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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.
-
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 24, 2020
------------------------------------------------------------------------------------------------------------------------------------------------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.
~8~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(3) and 8 6(21) 6(4) 6(4) 6(4) and 7 7 6(5) 6(6) and 7 6(2) 6(3) 6(7) 6(8) and 8 6(9) and 7 6(10) and 8 6(28) 6(11) |
December 31, 2019 AMOUNT % $18,767,848121,588,7971372,492-166-2,877,2842112,150-69,102-5,160-29,012-972,5391246,391-2,405,251227,446,192181,156,2981100,000-57,888,3713936,934,4842522,497,764151,869,412119,599-794,122-1,172,2211122,432,27182$149,878,463100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|---|
AMOUNT$18,767,8481,588,797372,4921662,877,284112,15069,1025,16029,012972,539246,3912,405,25127,446,1921,156,298100,00057,888,37136,934,48422,497,7641,869,41219,599794,1221,172,221122,432,271$149,878,463 |
AMOUNT$19,471,4862,322,603682,327433,258,80799,623205,230180,937-908,122254,2052,652,42930,035,8121,021,582100,00058,145,04735,045,526-1,888,55728,730686,350976,61197,892,403$127,928,215 |
% | ||
| Current assets Cash and cash equivalents Current financial assets at amortised cost Current contract assets Notes receivable - net Accounts receivable - net Accounts receivable, net - related parties Other receivables Other receivables - related parties Current income tax assets Inventories Prepayments Other current assets Current Assets Non-current assets Non-current financial assets at fair value through other comprehensive income Non-current financial assets at amortised cost Investments accounted for using equity method Property, plant and equipment - net Right-of-use assets Investment property - net Intangible assets Deferred income tax assets Other non-current assets Non-current assets Total assets |
152--3----1-2 |
|||
23 |
||||
1-4527-2-11 |
||||
77 |
||||
100 |
(Continued)
~9~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY BALANCE SHEETS
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | Notes 6(9) and 7 6(21) 7 7 6(9) and 7 6(12)(14) and 7 6(9) and 7 6(13) 6(14) 6(28) 6(9) and 7 6(15)(16) 6(17) 6(18) 6(19) 6(20) 9 11 |
December 31, 2019 AMOUNT % $1,861,0261536,774-3,370,0232283,199-1,207,40319,110---717,363110,277,100718,261,9981218,327,9161210,000,000729,818,88520798,998-1,322,62511,302,262161,570,6864179,832,6845348,129,7383211,407,43775,714,94043,659,04231,134,622170,045,77947$149,878,463100 |
December 31, 2018 | December 31, 2018 |
|---|---|---|---|---|
AMOUNT$1,861,026536,7743,370,023283,1991,207,4039,110-717,36310,277,10018,261,99818,327,91610,000,00029,818,885798,9981,322,6251,302,26261,570,68679,832,68448,129,73811,407,4375,714,9403,659,0421,134,62270,045,779$149,878,463 |
AMOUNT$-431,2904,383,686193,831928,6366,683263,684-9,040,82015,248,630-10,000,00033,708,791792,971-1,333,59345,835,35561,083,98545,129,73811,059,1455,685,5483,776,6431,193,15666,844,230$127,928,215 |
% | ||
| Current liabilities Current financial liabilities for hedging Current contract liabilities Accounts payable Accounts payable - related parties Other payables Other payables - related parties Current income tax liabilities Current lease liabilities Other current liabilities Current Liabilities Non-current liabilities Non-current financial liabilities for hedging Corporate bonds payable Long-term loans Deferred income tax liabilities Non-current lease liabilities Other non-current liabilities Non-current liabilities Total Liabilities Equity Capital Common stock Capital surplus Capital surplus Retained earnings Legal reserve Unappropriated retained earnings Other equity interest Other equity interest Total equity Significant Contingent Liabilities And Unrecognised Contract Commitments Significant Events After The Balance Sheet Date Total liabilities and equity |
--4-1---7 |
|||
12 |
||||
-8261-1 |
||||
36 |
||||
48 |
||||
359431 |
||||
52 |
||||
100 |
The accompanying notes are an integral part of these parent company only financial statements.
~10~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in thousands of New Taiwan dollars, except as earnings per share)
| Items | YearendedDecember31 2019 2018 Notes AMOUNT % AMOUNT % 6(21) and 7 $44,687,138100$33,994,5711006(26)(27) and 7 (42,080,473 ) (94) (32,512,863) (96 )2,606,66561,481,70846(26)(27) and 7 (308,162 ) (1) (301,462) (1 )(2,126,796 ) (5) (1,606,233) (4 )206-(297)-(2,434,752 ) (6) (1,907,992) (5 )6(22) and 7 4,649-7,594-176,562-(418,690) (1 )6(23) 516,6261580,78426(24) 17,131-19,481-6(25) (1,304,925 ) (3) (685,636) (2 )545,40621,013,5653(225,762 )-928,1943(49,200 )-509,50426(28) 161,719-(215,585) (1 )$112,519-$293,91916(20) 6(16) ( $75,241 )-($47,522)-6(2) 134,715-67,238-(101,401 )-(409,055) (1 )20,163-11,944-(21,764 )-(377,395) (1 )(755,051 ) (2)1,004,40936(9) 460,1381--152,4281104,751-(92,010 )-746-(234,495 )-1,109,9063( $256,259 )-$732,5112( $143,740 )-$1,026,43036(29) $0.02$0.07$0.02$0.07 |
|---|---|
| Operating revenue Operating costs Gross profit Operating expenses Selling expenses General and administrative expenses Impairment loss (impairment gain and reversal of impairment loss) determined in accordance with IFRS 9 Total operating expenses Other gains - net Operating profit (loss) Non-operating income and expenses Other income Other gains and losses Finance costs Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Total non-operating income and expenses Profit before income tax Income tax expense Profit for the year Other comprehensive income (loss) Components of other comprehensive income that will not be reclassified to profit or loss Losses on remeasurements of defined benefit plans Unrealised gains (losses) on valuation of investments in equity instruments measured at fair value through other comprehensive income 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 Income tax related to components of other comprehensive income that will not be reclassified to profit or loss Components of other comprehensive loss that will not be reclassified to profit or loss Components of other comprehensive income that will be reclassified to profit or loss Other comprehensive (loss) income, before tax, exchange differences on translation Gains on hedging instrument Share of other comprehensive income of associates and joint ventures accounted for using equity method, components of other comprehensive income that will be reclassified to profit or loss Income tax relating to the components of other comprehensive income Components of other comprehensive (loss) income that will be reclassified to profit or loss Other comprehensive (loss) income for the year Total comprehensive (loss) income for the year Basic earnings per share (in dollars) Basic earnings per share Diluted earnings per share |
The accompanying notes are an integral part of these parent company only financial statements.
~11~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY
(Expressed in thousands of New Taiwan dollars)
| Year 2018 Balance at January 1, 2018 Retrospective application Balance at 1 January after adjustments Profit for the year Other comprehensive income (loss) for the year Total comprehensive income (loss) Distribution of 2017 earnings Legal capital reserve Stock dividends Cash dividends Issuance of common stock Cash capital increase reserved for employee preemption Adjustments to share of changes in equity of subsidiaries, associates and joint ventures Disposal of investments in equity instruments designated at fair value through other comprehensive income Balance at December 31, 2018 Year 2019 Balance at January 1, 2019 Profit for the year Other comprehensive income Total comprehensive income (loss) Distribution of 2018 earnings Legal capital reserve Issuance of common stock Cash capital increase reserved for employee preemption Adjustments to share of changes in equity of subsidiaries, associates and joint ventures Balance at December 31, 2019 |
Notes | Commonstock | Capitalsurplus | Retained | Earnings | Earnings | Otherequityinterest | Totalequity | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated retained earnings |
Exchange differences on translating the financial statements of foreignoperations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
Unrealized gain or loss on available- for-sale financial assets |
Hedging instrument gain (loss) on effective hedge of cash flowhedges |
Gains (losses) on hedging instruments |
||||||||||
| 6(19)(20) 6(19)(20) 6(17)(19) 6(17)(18) 6(18) 6(18)(19) 6(2)(19) 6(19)(20) 6(17)(19) 6(17)(18) 6(18) 6(18)(19) |
$ 40,123,560-40,123,560----2,006,178-3,000,000---$ 45,129,738$ 45,129,738----3,000,000--$ 48,129,738 |
$ 10,838,075-10,838,075------226,89017,610(23,430 )-$ 11,059,145$ 11,059,145----333,93417,066(2,708 )$ 11,407,437 |
$ 4,985,031-4,985,031---700,517------$ 5,685,548$ 5,685,548---29,392---$ 5,714,940 |
$ 6,769,575276,6817,046,256293,919(71,341 )222,578(700,517 )(2,006,178 )(802,471 )--3,64313,332$ 3,776,643$ 3,776,643112,519(197,673 )(85,154 )(29,392 )--(3,055 )$ 3,659,042 |
($ 1,135,114 ) -(1,135,114 ) -1,152,6941,152,694-------$17,580$17,580-(874,353 ) (874,353 ) ----($856,773 ) |
$-1,553,6621,553,662-(306,105 ) (306,105 ) ------(13,332 ) $ 1,234,225$ 1,234,225-177,361177,361---52$ 1,411,638 |
$ 1,833,339(1,833,339 )-----------$-$--------$- |
($15,912 )15,912-----------$-$--------$- |
$-(15,912 )(15,912 )-(42,737 )(42,737 )-------($58,649 )($58,649 )-638,406638,406----$579,757 |
$ 63,398,554(2,996 )63,395,558293,919732,5111,026,430--(802,471 )3,226,89017,610(19,787 )-$ 66,844,230$ 66,844,230112,519(256,259 )(143,740 )-3,333,93417,066(5,711 )$ 70,045,779 |
The accompanying notes are an integral part of these parent company only financial statements.
~12~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES (Loss) profit before tax Adjustments Adjustments to reconcile profit (loss) Depreciation Amortization Expected credit (gain) loss Interest expense Interest income Dividend income Share of profit of subsidiaries, associates and joint ventures accounted for using equity method Loss on disposal of investments Gains arising from lease modification Net gain on disposal of property, plant and equipment Cash capital increase reserved for employee preemption Changes in operating assets and liabilities Changes in operating assets Financial assets at fair value through profit or loss 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 paid Net cash flows from operating activities |
Years ended December 31 Notes 2019 2018 ($49,200 ) $509,5046(24)(26) 4,813,0322,052,1066(26) 16,45820,57212(2) ( 206 ) 2976(25) 1,304,925685,6366(23) ( 316,320 ) ( 259,184 )6(23) ( 45,631 ) ( 58,560 )( 545,406 ) ( 1,013,565 )6(24) 36-6(24) ( 1,237 ) -6(22) ( 4,649 ) ( 7,594 )6(18) 17,06617,610130-309,929 ( 303,183 )( 123 ) 29375,219 ( 771,436 )( 12,529 ) 113,797142,547146,416175,77779,851( 64,417 ) ( 219,245 )( 19,315 ) ( 28,271 )247,178 ( 640,504 )1,170 ( 846 )105,484 ( 21,918 )( 1,013,663 ) 913,62489,36868,936292,559382,5752,427 ( 8,235 )( 972,239 ) ( 173,585 )( 106,393 ) ( 179,516 )4,741,9771,305,311316,320259,184( 1,326,972 ) ( 701,416 )( 295,973 ) ( 12,137 )3,435,352 850,942 |
|---|---|
(Continued)
~13~
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 Decrease in financial assets at amortised cost 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 long-term loans Decrease in long-term loans Increase in corporate bonds payable Proceeds from issuance of common stock Payments of lease liabilities Increase in guarantee deposits received Cash dividends paid Net cash flows (used in) 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 2019 2018 6(2) $- $342,661-924733,8062,093,6046(7) ( 518,999 ) ( 86,894 )6(30) ( 949,140 ) ( 1,418,425 )9011,260( 7,327 ) ( 10,231 )6(30) ( 3,413,205 ) ( 6,276,066 )657,152406,556( 3,496,812 ) ( 4,946,611 )6(31) 11,791,55316,065,6206(31) ( 13,472,670 ) ( 15,668,231 )-2,000,0006(17) 3,333,9343,226,8906(9)(31) ( 2,294,815 ) -6(31) ( 180 ) 316- ( 802,471 )( 642,178 ) 4,822,124( 703,638 ) 726,45519,471,48618,745,031$18,767,848 $19,471,486 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
~14~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS DECEMBER 31, 2019 AND 2018
(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.
- 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 24, 2020.
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 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.
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A. IFRS 16, ‘Leases’
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(a) 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.
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(b) The Company has elected to apply IFRS 16 by not restating the comparative information (referred herein as the ‘modified retrospective approach’) when applying “IFRSs” effective in 2019 as endorsed by the FSC. Accordingly, the Company increased ‘right-of-use asset’ by $14,748,566, increased ‘lease liability’ by $14,721,437 and decreased prepayments by $27,129 with respect to the lease contracts of lessees on January 1, 2019.
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(c) The Company has used the following practical expedients permitted by the standard at the date of initial application of IFRS 16:
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i. Reassessment as to whether a contract is, or contains, a lease is not required, instead, the application of IFRS 16 depends on whether or not the contracts were previously identified as leases applying IAS 17 and IFRIC 4.
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ii. The use of a single discount rate to a portfolio of leases with reasonably similar characteristics.
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iii. The accounting for operating leases whose period will end before December 31, 2019 as short-term leases and accordingly, rent expense of $6,355 was recognised in the 4th quarter of 2019.
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iv. The use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.
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(d) The Company calculated the present value of lease liabilities by using the weighted average incremental borrowing interest rate range from 1.23% to 3.57%.
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(e) The Group recognised lease liabilities which had previously been classified as ‘operating leases’ under the principles of IAS 17, ‘Leases’. The reconciliation between operating lease commitments under IAS 17 measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate and lease liabilities recognised as of January 1, 2019 is as follows:
| January 1, 2019 is as follows: | ||
|---|---|---|
| Operating lease commitments disclosed by applying IAS 17 as at | ||
| December 31, 2018 | $ | 40,534,431 |
| Less: Short-term leases | ( | 269,585) |
| Less: Low-value assets | ( | 9,307) |
| Less: Contracts reassessed as service agreements | ( | 9,453,209) |
| Less: Lease contracts contracted but the construction not yet finished | ( | 13,246,280) |
| Total lease contracts amount recognised as lease liabilities by applying | ||
| IFRS 16 on January 1, 2019 | 17,556,050 | |
| Incremental borrowing interest rate at the date of initial application | 1.23%~3.57% | |
| Lease liabilities recognised as at January 1, 2019 by applying IFRS 16 | $ | 14,721,437 |
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.
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C. Annual improvements to IFRSs 2015-2017 cycle
- (a) Amendments to IFRS 3, ‘Business combinations’
The amendments clarify 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 the acquisition date.
- (b) Amendments to IAS 12, ‘Income taxes’
The amendments clarify 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 clarify 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.
(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 2020 are as follows:
| follows: | |
|---|---|
| New Standards,Interpretations and Amendments | Effective date by International Accounting Standards Board |
| Amendment to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of Material’ Amendments to IFRS 3, ‘Definition of a business’ Amendments to IFRS 9, IAS 39 and IFRS7 ,‘Interest rate benchmark reform’ |
January 1, 2020 January 1, 2020 January 1, 2020 |
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. Amendments 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.
- B. Amendments to IFRS 9, IAS 39 and IFRS 7, ‘Interest rate benchmark reform’
The reliefs relate to hedge accounting and have the effect that IBOR reform should not generally cause hedge accounting to terminate. Also, the amendment requires disclosure about how the entity is impacted by IBOR reform and is managing the transition process.
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(3) IFRSs issued by IASB but not yet endorsed by the FSC
New standards, interpretations and amendments issued by IASB but not yet included in the IFRSs as endorsed by the FSC are as follows:
Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IFRS 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 Amendments to IAS 1, ‘Classification of liabilities as current or nonJanuary 1, 2022 current’
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. 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:
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(a) If sales or contributions of assets constitute a ‘business’, the full gain or loss is recognized;
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(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.
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B. Amendments to IAS 1, ‘Classification of liabilities as current or non-current’
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The amendments clarify that classification of liabilities depends on the rights that exist at the end of the reporting period. An entity shall classify a liability as current when it does not have a right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period. Also, the amendments define ‘settlement’ as the extinguishment of a liability with cash, other economic resources or an entity’s own equity instruments.
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:
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- (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.
- (c)Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
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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.
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(3) Foreign currency translation
Items included in the parent company only financial statements of 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.
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A. Foreign currency transactions and balances
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(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.
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(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.
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(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.
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(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’.
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B.Translation of foreign operations
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(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:
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i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
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ii.Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
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iii.All resulting exchange differences are recognised in other comprehensive income.
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(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.
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(4) Classification of current and non-current items
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A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
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(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;
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(b) Assets held mainly for trading purposes;
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(c) Assets that are expected to be realised within twelve months from the balance sheet date;
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(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.
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B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
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(a) Liabilities that are expected to be settled within the normal operating cycle;
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(b) Liabilities arising mainly from trading activities;
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(c) Liabilities that are to be settled within twelve months from the balance sheet date;
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(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.
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(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 three months 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
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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.
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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.
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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.
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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
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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:
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(a) The objective of the Company’s business model is achieved both by collecting contractual cash flows and selling financial assets; and
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(b) The assets’ contractual cash flows represent solely payments of principal and interest.
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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.
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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:
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(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.
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(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.
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(8) Financial assets at amortised cost
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A. Financial assets at amortised cost are those that meet all of the following criteria:
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(a) The objective of the Company’s business model is achieved by collecting contractual cash flows.
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(b) The assets’ contractual cash flows represent solely payments of principal and interest.
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B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
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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.
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D. The Company’s time deposits which do not fall under cash equivalents are those with a short maturity period and are measured at initial investment amount as the effect of discounting is immaterial.
(9) Notes, accounts and other receivables
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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.
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(10) Impairment of financial assets
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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:
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A. The contractual rights to receive cash flows from the financial asset expire.
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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.
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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.
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(12) Leasing arrangements (lessor) operating leases
Lease income from an operating lease (net of any incentives given to the lessee) is recognised in profit or loss on a straight-line basis over the lease term.
(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
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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 ‘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.
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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.
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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.
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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.
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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 equal to equity attributable to owners of parent reported in that entity's consolidated financial statements.
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(15) Property, plant and equipment
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A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
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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.
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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 Transportation e quipment 50 ~ 55 years Loading and unloading equipment Transportation equipment 6 ~ 20 years Ships ( Except for docking repais and scrubbers) rans 1 18 ~ 25 years Docking repairsent rans 3 ~ 5 years ScrubbersTransportation equipment 10 years Transportation equipment 6 ~ 10 years Other equipment 3 ~ 5 years The above docking repairs and scrubbers are significant components of ships.
(16) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
Effective 2019
- A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
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B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:
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(a) Fixed payments, less any lease incentives receivable; and
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(b) Variable lease payments that depend on an index or a rate.
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The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
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C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;
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(b) Any lease payments made at or before the commencement date;
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(c) Any initial direct costs incurred by the lessee; and
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(d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
(17) Leased assets/ operating leases (lessee)
Prior to 2019
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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.
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(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.
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(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.
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(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.
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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.
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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.
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(18) 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.
(19) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3 years.
(20) 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.
(21) Borrowings
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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.
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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.
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(22) Accounts payable
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A. Accounts payable are liabilities for purchases of raw materials, goods or services.
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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.
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(23) Financial liabilities at fair value through profit or loss
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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:
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(a) Hybrid (combined) contracts; or
-
(b) They eliminate or significantly reduce a measurement or recognition inconsistency; or
-
(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.
(24) 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’.
(25) Derecognition of financial liabilities
A financial liability is derecognised when the obligation specified in the contract is either discharged or cancelled or expires.
(26) 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.
(27) 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.
~28~
-
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:
-
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.
(28) 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.
~29~
-
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 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.
~30~
(29) 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 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.
~31~
(30) 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.
(31) 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 number of days the vessel has sailed as of the financial reporting date to the total number of days to sail. 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. The customer pays at the time specified in the payment schedule. If the services rendered exceed the payment, a contract asset is recognised. If the payments exceed the services rendered, a contract liability is recognised.
-
B. Rental revenue
The Company leases ships and shipping spaces under IAS 17, ‘Leases’ and IFRS 16, ‘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.
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
The Company and the subsidiaries, Peony Investment S.A. and Evergreen Marine (Hong Long) Ltd., which are recognized in investments accounted for using equity method, generate revenue from delivering services and related costs are 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.
~32~
B. Impairment assessment of tangible assets
-
The Company and the subsidiaries, Peony Investment S.A. and Evergreen Marine (Hong Long) Ltd., which are recognized in investments accounted for using equity method assess 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 at December 31, 2019, the Company recognised ship equipment, transport equipment and cargo handling equipment, which are recognised in property, plant and equipment, and ship equipment, which is recognised in right-of-use asset, amounting to $36,045,096 and $20,469,615, respectively.
6. DETAILS OF SIGNIFICANT ACCOUNTS
(1) Cash and cash equivalents
| TAILS OF SIGNIFICANT ACCOUNTS Cash and cash equivalents |
||
|---|---|---|
| Cash on hand and petty cash Checking accounts and demand deposits Time deposits |
December 31, 2019 16,017 $ 2,673,264 16,078,567 $18,767,848 |
December 31,2018 |
| 14,807 $ 2,594,385 16,862,294 |
||
| 19,471,486 $ |
-
A. The Company transacts with a variety of financial institutions all with high credit quality to disperse credit risk, so it expects that the probability of counterparty default is remote.
-
B. The Company has no cash and cash equivalents pledged to others.
(2) Financial assets at fair value through other comprehensive income
| Items Non-current items: Listed (TSE and OTC) stocks Unlisted stocks Valuation adjustment |
December 31, 2019 490,801 $ 91,058 581,859 574,439 1,156,298 $ |
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 $1,156,298 and $1,021,582 at December 31, 2019 and 2018, respectively.
-
B. For the year ended December31, 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.
~33~
- 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:
==> picture [459 x 184] intentionally omitted <==
----- Start of picture text -----
Year ended Year ended
December 31, 2019 December 31, 2018
Equity instruments at fair value through other
comprehensive income
Fair value change recognised in other
comprehensive income $ 134,715 $ 53,906
Income tax recognised in other
$ 5,115 $ 6,699
comprehensive income
Cumulative gains reclassified to
retained earnings due to derecognition $ - $ 13,332
Dividend income recognised in profit or loss
held at end of period $ 45,631 $ 48,031
----- End of picture text -----
-
D. As at December 31, 2019 and 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 $1,156,298 and $1,021,582, respectively.
-
E. Information relating to credit risk of financial assets at fair value through other comprehensive income is provided in Note 12(3).
(3) Financial assets at amortised cost
==> picture [473 x 15] intentionally omitted <==
----- Start of picture text -----
Items December 31, 2019 December 31, 2018
----- End of picture text -----
| income is provided in Note 12(3). Financial assets at amortised cost Items |
December 31,2019 | December 31, 2018 |
|---|---|---|
| Current items: Time deposits with maturity over three months Pledged time deposits Non-current items: Financial bonds |
1,401,856 $ 186,941 1,588,797 $ 100,000 $ |
2,200,971 $ 121,632 |
| 2,322,603 $ |
||
| 100,000 $ |
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| below: | ||
|---|---|---|
| Interest income | Year ended December 31,2019 32,030 $ |
Year ended December 31,2018 |
| 28,547 $ |
-
B. As at December 31, 2019 and 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 $1,688,797 and $2,422,603, respectively.
-
C. Information relating to financial assets at amortised cost pledged as collaterals is provided in Note 8.
-
D. Information relating to credit risk of financial assets at amortised cost is provided in Note 12(2).
~34~
(4) Notes and accounts receivable
| Notes and accounts receivable | ||||
|---|---|---|---|---|
| December 31,2019 | December 31,2018 | |||
| Notes receivable | $ | 166 |
$ | 43 |
| Less: Allowance for bad debts | - |
- | ||
| $ | 166 | $ | 43 | |
| Accounts receivable (including related parties) | $ | 2,990,323 |
$ | 3,423,679 |
| Less: Allowance for bad debts | ( | 889) | ( | 65,249) |
| $ | 2,989,434 | $ | 3,358,430 |
|
| Overdue receivables (recorded as other | ||||
| non-current assests) | $ | 69,130 |
$ | - |
| Less: Allowance for bad debts | ( | 69,130) | - | |
| $ | - | $ | - |
- A. The ageing analysis of accounts receivable (including overdue receivables) and notes receivable are as follows:
| are as follows: | ||||
|---|---|---|---|---|
| Not impaired Up to 30 days 31 to 180 days Over 181 days |
December | Notes receivable 166 $ - - - 166 $ 31, 2019 |
December | 31, 2018 |
| Accounts receivable 2,668,512 $ 321,811 - 69,130 3,059,453 $ |
Accounts receivable 2,432,278 $ 638,199 329,594 23,608 3,423,679 $ |
Notes receivable |
||
| 43 $ - - - |
||||
| 43 $ |
The above ageing analysis was based on past due date.
-
B. As of December 31, 2019, December 31, 2018 and January 1, 2018, the balances of receivables (including notes receivable) from contracts with customers amounted to $1,769,896, $2,075,935 and $2,321,098, respectively.
-
C. The Company has no notes and accounts receivable held by the Company pledged to others.
-
D. As at December 31, 2019 and 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 Company’s notes receivable were $166 and $43, respectively; and the amount that best represents the Company’s accounts receivable (including notes receivable) were $2,989,434 and $3,358,430, respectively.
-
E. 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 Temporary debits |
Cost 972,539 $ Cost 908,122 $ |
Allowance for valuation loss - $ December31,2019 Allowance for valuation loss - $ December31,2018 December 31, 2019 849,660 $ 843,942 711,649 2,405,251 $ |
Bookvalue 972,539 $ |
| Bookvalue 908,122 $ |
|||
| December 31,2018 | |||
| 1,270,841 $ 417,986 963,602 2,652,429 $ |
(6) Other current assets
A. Shipowner’s accounts
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. 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.
- C. Temporary debits are mainly subject to the account of settlements between other carriers and the OCEAN Alliance, which the Company formed in response to market competition and enhancement of global transportation network to provide better logistics services to customers with Cosco Container Lines Co., Ltd., CMA CGM, Ltd., and the Orient Overseas Container Line, Ltd. on March 31, 2017 for trading of shipping space.
~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. Evergreen Shipping Agency (Israel) 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 31,2019 26,367,069 $ 7,212,594 1,703,680 54,526 21,213 11,399,909 9,098,692 1,083,116 553,210 277,274 113,705 3,383 57,888,371 $ |
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 $ |
- 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 31,2019 6,180,433 $ 10,677,440 16,857,873 $ |
December 31,2018 |
|---|---|---|
| 5,814,345 $ 11,294,242 |
||
| 17,108,587 $ |
- 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 auditors.
C. Subsidiary:
-
(a) For information on the subsidiaries, please refer to Note 4(3) of the consolidated financial statements as of December 31, 2019.
-
(b) 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(33) to the consolidated financial statements of 2019.
~37~
D. The basic information of the associates that are material to the Company is as follows:
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----- Start of picture text -----
Principal
place of Nature of Methods of
Company name business Ownership(%) relationship measurement
----- End of picture text -----
| Company name business |
Owner | relationship measurement ship(%) |
|---|---|---|
| Evergreen International Storage and Transport Corporation TW EVA Airways Corporation TW |
December 31,2019 |
December 31,2018 40.36% With a right over 20% to vote Equity method 16.31% Have a right to vote in the Board of Directors Equity method |
| 40.36% 16.00% |
- E. The summarised financial information of the associates that are material to the Company is as follows:
Balance sheet
Evergreen International Storage and Transport Corporation
| Evergreen International Storage and Transport Corporation | |
|---|---|
| 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 31,2019 December 31,2018 6,121,815 $ 6,066,455 $ 28,889,987 27,152,629 2,703,450) ( 2,418,658) ( 9,485,576) ( 8,269,749) ( 22,822,776 $ 22,530,677 $ 9,098,692 $ 8,982,546 $ 2,394) ( 1,471) ( 9,096,298 $ 8,981,075 $ EVA Airways Corporation |
~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 income (loss), net of tax Total comprehensive income Dividends received from associates |
Year ended December 31, 2019 Year ended December 31, 2018 7,730,682 $ 7,742,438 $ 845,274 $ 870,248 $ 180,711) ( 351,587 664,563 $ 1,221,835 $ 150,742 $ 148,422 $ Evergreen International Storage and Transport Corporation EVA Airways Corporation |
|
| Year ended December 31,2019 Year ended December 31,2018 181,275,258 $ 179,907,332 $ 4,851,875 $ 7,214,513 $ 1,800,103 543,495) ( 6,651,978 $ 6,671,018 $ 374,935 $ 136,157 $ |
||
- 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, 2019 and 2018, the carrying amount of the Company’s individually immaterial associates amounted to $2,030,688 and $1,939,202, respectively.
| Profit for the period from continuing operations Other comprehensive loss, net of tax Total comprehensive income |
Year ended December 31,2019 |
Year ended December 31,2018 |
|---|---|---|
| 666,234 $ 6,245) ( 659,989 $ |
676,960 $ 3,309) ( 673,651 $ |
~39~
-
G. 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 stock exchange market, the transaction price was $86,894, and the ownership percentage was increased to 40.36% after the purchase.
-
H. The Board of Directors of the Company during its meeting on December 21, 2018 adopted a resolution to participate in the capital increase raised by EVA Airways Corporation amounting to 39,150 thousand shares, subscription price of $13 (in dollars) per share, whose total price of $508,944. In addition, the effective date was set on January 24, 2019 and after the acquisition, the Company’s share interest was decreased to 16.10%. Moreover, the share interest further decreased to 16% as of December 31, 2019 after many conversions from corporate bonds to stocks took place in EVA Airways Corporation for the year ended December 31, 2019.
-
I.1On March 20, 2019, the Board of Directors of the Company resolved to establish a subsidiary, Evergreen Shipping Agency (Israel) Ltd., in Israel. The capital for establishment is ILS 1,800 (approx. USD 500), and the Company holds 59% of its equity in cash of approximately $ 9,355.
~40~
(8) Property, plant and equipment
| At January 1, 2019 Cost Accumulated depreciation 2019 Opening net book amount as at January 1 Additions Disposals Reclassifications Depreciation Closing net book amount as at December 31 |
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 $ |
402,956 $ 214,894) ( 188,062 $ 188,062 $ - - - 7,748) ( 180,314 $ |
6,079,916 $ 4,310,231) ( 1,769,685 $ 1,769,685 $ 58,283 - - 178,715) ( 1,649,253 $ |
143,644 $ 117,118) ( 26,526 $ 26,526 $ 10,515 267) ( 17,500 17,718) ( 36,556 $ |
6,356,030 $ 2,103,788) ( 4,252,242 $ 4,252,242 $ 799,399 4,920) ( - 542,776) ( 4,503,945 $ |
33,861,484 $ 5,808,751) ( 28,052,733 $ 28,052,733 $ 62,992 - 3,207,348 1,431,175) ( 29,891,898 $ |
206,679 $ 183,793) ( 22,886 $ 22,886 $ 6,361 1) ( - 15,284) ( 13,962 $ |
565,838 $ 461,876) ( 103,962 $ 103,962 $ 8,899 - 1,335 81,640) ( 32,556 $ |
77,909 $ 7,011) ( 70,898 $ 70,898 $ 917 - - 4,347) ( 67,468 $ |
48,252,988 $ 13,207,462) ( 35,045,526 $ 35,045,526 $ 947,366 5,188) ( 3,226,183 2,279,403) ( 36,934,484 $ |
At December 31, 2019
| Cost Accumulated depreciation |
558,532 $ 402,956 $ 6,138,199 $ 154,030 $ 7,145,872 $ 37,131,824 $ 212,315 $ 576,073 $ 78,826 $ 52,398,627 $ - 222,642) ( 4,488,946) ( 117,474) ( 2,641,927) ( 7,239,926) ( 198,353) ( 543,517) ( 11,358) ( 15,464,143) ( 558,532 $ 180,314 $ 1,649,253 $ 36,556 $ 4,503,945 $ 29,891,898 $ 13,962 $ 32,556 $ 67,468 $ 36,934,484 $ |
|---|---|
~41~
| 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 $ |
-
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.
~42~
- (9) Leasing arrangements lessee/ Financial liabilities for hedging
Effective 2019
-
A. The Company leases various assets including land, buildings, and ships. Rental contracts are typically made for periods of 3 to 15 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose covenants, but leased assets may not be used as security for borrowing purposes.
-
B. Short-term leases with a lease term of 12 months or less comprise ships. Low-value assets comprise office equipment and other equipment.
-
C. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land Buildings Ships |
December 31, 2019 | Year ended December 31,2019 |
|
|---|---|---|---|
| Carrying amount | Depreciation charge | ||
| 1,939,568 $ 88,581 20,469,615 22,497,764 $ |
671,620 $ 44,291 1,798,573 2,514,484 $ |
-
D. For the year ended December 31, 2019, the additions to right-of-use assets was $10,654,719.
-
E. The information on profit and loss accounts relating to lease contracts is as follows:
| Year ended | |
|---|---|
| December 31, 2019 | |
| Items affecting profit or loss | |
| Interest expense on lease liabilities | $ 542,509 |
| Expense on short-term lease contracts | 6,355 |
| Expense on leases of low-value assets | 3,996 |
-
F. For the year ended December 31, 2019, the Company’s total cash outflow for leases was $2,847,675.
-
G. To hedge the impact of expected variable exchange rate risk arising from US dollar denominated lease liabilities payable, the Company designated US dollar denominated lease contracts as the hedging instruments for hedging the foreign exchange variation of future US dollar denominated marine freight income and adopted cash flow hedge accounting. Moreover, the effective portion with respect to the changes in cash flows of the hedging instruments is deferred to recognise in gains (loss) on hedging instruments, which is under other equity interest, and will be directly included in the marine freight income when the hedged items are subsequently recognised in the income. Details of relevant transactions are as follows:
~43~
| December 31,2019 | December 31,2019 | |||
|---|---|---|---|---|
| Designated as | ||||
| Hedged items | hedging instruments | Contractperiod | Book value | |
| Expected US dollar denominated marine freight income transaction |
US dollar denominated lease liabilities |
2019.1.1~2034.8.15 | $ | 20,188,942 |
- (a) Lease liabilities designated as hedges (recorded as financial liabilities for hedging)
| December 31, 2019 | |||
|---|---|---|---|
| Cash flow hedges: | |||
| 2 Exchange rate risk |
|||
| Lease liability contracts designated as hedges | |||
| Current liabilities | $ | 1,861,026 |
|
| Non-current liabilities | 18,327,916 |
||
| $ | 20,188,942 |
(b) Other equity - cash flow hedge reserve
| 2019 | ||
|---|---|---|
| At January 1 | $ | - |
| Add: income on hedge effectiveness-amount | ||
| recognised in other comprehensive income | 447,499 | |
| Add: Reclassified to frieght revenue as the hedged | ||
| item has affected profit or loss | 12,639 |
|
| At December 31 | $ | 460,138 |
-
(c) For the year ended December 31, 2019, there are no cash flow hedges transactions of ineffective portion should be recognised in profit or loss.
-
(d) Information relating to the fair values of abovementioned hedging financial liabilities is provided in Note 12(3).
-
H. The amounts of lease liabilities (net of the lease liabilities designated as hedges) of the Company on December 31, 2019 are as follows:
| provided in Note 12(3). The amounts of lease liabilities (net of the lease liabilities designated as on December 31, 2019 are as follows: |
hedges) of the Compan |
|---|---|
| Current lease liabilities Current lease liabilities - related parties Non-current lease liabilities Non-current lease liabilities - related parties |
December31,2019 |
| 673,042 $ 44,321 1,277,837 44,788 |
|
| 2,039,988 $ |
~44~
(10) Investment property
| At January 1, 2019 Cost Accumulated depreciation 2019 Opening net book amount as at January 1 Depreciation charge Closing net book amount as at December 31 At December 31, 2019 Cost Accumulated depreciation 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 |
Land Buildings Total 1,414,008 $ 975,187 $ 2,389,195 $ - 500,638) ( 500,638) ( 1,414,008 $ 474,549 $ 1,888,557 $ 1,414,008 $ 474,549 $ 1,888,557 $ - 19,145) ( 19,145) ( 1,414,008 $ 455,404 $ 1,869,412 $ 1,414,008 $ 975,187 $ 2,389,195 $ - 519,783) ( 519,783) ( 1,414,008 $ 455,404 $ 1,869,412 $ Land Buildings Total 1,414,008 $ 975,187 $ 2,389,195 $ - 481,493) ( 481,493) ( 1,414,008 $ 493,694 $ 1,907,702 $ 1,414,008 $ 493,694 $ 1,907,702 $ - 19,145) ( 19,145) ( 1,414,008 $ 474,549 $ 1,888,557 $ 1,414,008 $ 975,187 $ 2,389,195 $ - 500,638) ( 500,638) ( 1,414,008 $ 474,549 $ 1,888,557 $ |
|---|---|
~45~
- A. Rental income from the investment property and direct operating expenses arising from the investment property are shown below:
| Year ended December 31, 2019 Rental income from investment property 103,058 $ Direct operating expenses arising from the investment property that generated rental income during the year 19,145 $ Direct operating expenses arising from the investment property that did not generate rental income during the year - $ |
Year ended December 31, 2018 |
|---|---|
| 101,447 $ 19,145 $ - $ |
-
B. The fair value of the investment property held by the Company as at December 31, 2019 and 2018 was $3,390,912 and $3,566,686, 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.
(11) Other non-current assets
| Prepayments for equipment Refundable deposits |
December 31,2019 1,154,130 $ 18,091 1,172,221 $ |
December 31,2018 957,350 $ 19,261 976,611 $ |
|---|---|---|
- 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:
| Year ended December | Year ended December | Year ended December | Year ended December | ||
|---|---|---|---|---|---|
| 31,2019 | 31,2018 | ||||
| Amount capitalised | $ | 9,912 | $ | 31,368 | |
| Interest rate | 0.86%~1.59% | 0.86%~1.59% | |||
| Movement in prepayments for equipment for the | years ended December | 31, | 2019 and 2018 are | ||
| as follows: | |||||
| Year ended December | Year ended December | ||||
| 31,2019 | 31,2018 | ||||
| At January 1 | $ | 957,350 |
$ | 3,235,888 |
|
| Additions | 3,422,963 | 6,269,586 | |||
| Reclassified to property, plant and | |||||
| equipment | ( | 3,226,183) | ( | 8,548,124) | |
| At December 31 | $ | 1,154,130 | $ | 957,350 |
- B. Movement in prepayments for equipment for the years ended December 31, 2019 and 2018 are as follows:
~46~
(12) Other current liabilities
| Other current liabilities | ||
|---|---|---|
| Long-term liabilities - current portion Shipowner's accounts Agency accounts Others |
December 31,2019 8,584,919 $ 1,075,906 609,288 6,987 10,277,100 $ |
December 31,2018 |
| 6,376,400 $ 1,609,680 1,047,237 7,503 |
||
| 9,040,820 $ |
(13) Corporate bonds payable
| Corporate bonds payable | |
|---|---|
| December 31,2019 Domestic secured corporate bonds 10,000,000 $ Less: Current portion or exercise of put options - 10,000,000 $ |
December 31,2018 |
| 10,000,000 $ - |
|
| 10,000,000 $ |
-
A. 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.
-
(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.
-
B. 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
~47~
(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.
(14) Long-term loans
| Long-term loans | ||||||
|---|---|---|---|---|---|---|
| December 31,2019 | December 31,2018 | |||||
| Secured bank loans | $ | 20,326,895 |
$ | 22,579,047 |
||
| Unsecured bank loans | 18,040,883 | 17,296,382 |
||||
| Add: Unrealized foreign exchange loss | 49,713 | 223,179 | ||||
| Less: Deferred expenses - hosting fee credit | ( | 13,687) | ( | 13,417) |
||
| 38,403,804 | 40,085,191 | |||||
| Less: Current portion (recorded as other | ||||||
| current liabilities) | ( | 8,584,919) | ( | 6,376,400) | ||
| $ | 29,818,885 | $ | 33,708,791 | |||
| Maturity range | 2020.04~2027.03 | 2019.03~2027.03 | ||||
| Interest rate | 1.12%~3.80% | 1.12%~3.80% | ||||
| Please refer to Note 8 for details of the collaterals | pledged for the above long-term loans. | |||||
| Other non-current liabilities | ||||||
| December 31,2019 | December 31,2018 | |||||
| Accrued pension liabilities | $ | 1,290,072 |
$ | 1,321,223 |
||
| Guarantee deposits received | 12,190 | 12,370 | ||||
| $ | 1,302,262 | $ | 1,333,593 |
(15) Other non-current liabilities
(16) 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.
~48~
(b)The amounts recognised in the balance sheet are as follows:
| (b)The amounts recognised in the balance sheet are as follows: | (b)The amounts recognised in the balance sheet are as follows: | (b)The amounts recognised in the balance sheet are as follows: | (b)The amounts recognised in the balance sheet are as follows: |
|---|---|---|---|
| (c)Movements in net defined benefit liabilities are as follows: December31,2019 December31,2018 Present value of defined benefit obligations 1,876,357) ($ 1,847,634) ($ Fair value of plan assets 586,285 526,411 Net defined benefit liability 1,290,072) ($ 1,321,223) ($ Present value of defined benefit obligations Fair value of plan assets Net defined benefit liability Year ended December 31, 2019 Balance at January 1 1,847,634) ($ 526,411 $ 1,321,223) ($ Current service cost 13,614) ( - 13,614) ( Interest (expense) income 17,990) ( 5,296 12,694) ( Past service cost 425 - 425 Curtailment(Settlement) 336 - 336 1,878,477) ( 531,707 1,346,770) ( Remeasurements: Return on plan assets (excluding amounts included in interest income or expense) - 18,489 18,489 Change in financial assumptions 44,395) ( - 44,395) ( Experience adjustments 49,335) ( - 49,335) ( 93,730) ( 18,489 75,241) ( Pension fund contribution - 108,505 108,505 Paid settlement 6,056 - 6,056 Paid pension 89,794 72,416) ( 17,378 Balance at December 31 1,876,357) ($ 586,285 $ 1,290,072) ($ |
|||
| 1,847,634) ($ 13,614) ( 17,990) ( 425 336 1,878,477) ( - 44,395) ( 49,335) ( 93,730) ( - 6,056 89,794 1,876,357) ($ |
526,411 $ - 5,296 - - 531,707 18,489 - - 18,489 108,505 - 72,416) ( 586,285 $ |
1,321,223) ($ 13,614) ( 12,694) ( 425 336 1,346,770) ( 18,489 44,395) ( 49,335) ( 75,241) ( 108,505 6,056 17,378 1,290,072) ($ |
~49~
| Year ended December 31, 2018 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 |
|
|---|---|---|
| 1,893,481) ($ 16,532) ( 18,286) ( 1,928,299) ( - - 61,944) ( 61,944) ( - 142,609 1,847,634) ($ |
(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, 2019 and 2018 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 December 31,2019 |
Year ended December 31,2018 |
||
|---|---|---|---|---|
| 0.75% 2.00% |
1.00% 2.00% |
~50~
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, 2019 Effect on present value of defined benefit obligation December 31, 2018 Effect on present value of defined benefit obligation |
Discount rate | Future salaryincreases |
|---|---|---|
| Increase 0.25% Decrease 0.25% 44,328) ($ 45,979 $ 44,122) ($ 45,798 $ |
Increase 0.25% Decrease 0.25% 30,979 $ 29,999) ($ 29,815 $ 28,837) ($ |
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, 2020 amounts to $101,978.
-
(g)As of December 31, 2019, 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 | $ | 99,293 |
|---|---|---|
| 1~2 years | 95,590 | |
| 2~5 years | 312,160 | |
| Over 5 years | 1,496,938 | |
| $ | 2,003,981 |
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, 2019 and 2018 were $87,980 and $52,913, respectively.
~51~
(17) Capital stock
-
A. As of December 31, 2019, the Company’s authorised capital was $50,000,000, and the paid-in capital was $48,129,738, divided into 4,812,974 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 13, 2019, 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 30,000 thousand shares are reserved for employee stock purchase plan. The proposal of capital increase has been reported and become effective on December 3, 2019. The amount of shares was $3,333,934. All proceeds from share issuance was completed on December 31, 2019.
-
C. 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.
-
D. 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.
(18) 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.
~52~
Year ended December 31, 2019
| 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 |
Share premium |
Employee stock options exercised |
Adjustments to share of changes in equity of associates and joint ventures |
Adjustments to share of changes in equity of associates and joint ventures |
Others | ||||
|---|---|---|---|---|---|---|---|---|---|
| 8,833,283 $ 333,934 - 9,167,217 $ |
6,713 $ - - |
||||||||
| 6,713 $ |
|||||||||
| Share premium |
Employee stock options exercised |
Adjustments to share of changes in equity of associates and joint ventures |
Donated assets 446 $ - - 446 $ |
Others | |||||
| 8,606,393 $ 226,890 - 8,833,283 $ |
76,280 $ 17,610 - 93,890 $ |
2,148,243 $ - 23,430) ( 2,124,813 $ |
6,713 $ - - |
||||||
| 6,713 $ |
~53~
(19) Retained earnings
| Retained earnings | ||||
|---|---|---|---|---|
| Year ended December | Year ended December | |||
| 31,2019 | 31,2018 | |||
| At January 1 | $ | 3,776,643 |
$ | 6,769,575 |
| Retrospective application | - | 276,681 | ||
| Balance at 1 January after adjustments | $ | 3,776,643 |
$ | 7,046,256 |
| Profit for the year | 112,519 | 293,919 | ||
| Legal reserve used to cover | ||||
| accumulated deficit | - |
- | ||
| Distribution of earnings | ( | 29,392) |
( | 3,509,166) |
| Remeasurement on post employment | ||||
| benefit obligations, net of tax | ( | 197,673) |
( | 71,341) |
| Adjustments to share of changes in equity | ||||
| of associates and joint ventures | ( | 3,055) |
3,643 |
|
| Disposal of investments in equity | ||||
| instruments designated at fair value | ||||
| through other comprehensive income | - | 13,332 |
||
| At December 31 | $ | 3,659,042 |
$ | 3,776,643 |
-
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.
~54~
- E. The appropriation of 2017 earnings was adopted by the stockholders on June 21, 2018 is as follows:
| Accrual of legal reserve Appropriate cash dividends to shareholders Appropriate stock dividends to shareholders |
Amount Dividend per share (in dollars) 700,517 $ 802,471 $ 0.2 $ 2,006,178 $ 0.5 $ Year ended December 31,2017 |
|---|---|
- F. The appropriation of 2018 earnings was adopted by the stockholders on June 21, 2019 is as follows:
Accrual of legal reserve
| Year ended | ||
|---|---|---|
| December 31,2018 | ||
| Amount | ||
| $ | 29,392 |
-
G. For the year ended December 31, 2019, the Company’s net income after tax plus other items including current unappropriated retained earnings are negative, thus the Company will not provision legal reserve. Additionally, the Company will retain attributable earnings for future operating plan, thus the Company will not appropriate shareholders’ bonus.
-
As of the reporting date, the distribution of earnings for the year of 2019 has not been resolved by the shareholders.
-
H. For information relating to employees’ and directors’ remuneration, please refer to Note 6(27).
~55~
(20) Other equity items
| Other equity items | ||||
|---|---|---|---|---|
| At January 1, 2019 Revaluation – gross Revaluation – tax Revaluation – associates Revaluation transferred to retained earnings – associates Cash flow hedges: – Fair value gain in the period – Parent – Parent – tax – Associates Currency translation differences: – Parent – Parent – tax – Associates At December 31, 2019 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 earnings – gross Revaluation transferred to retained earnings – associates Cash flow hedges: – Fair value loss in the period – Associates Currency translation differences: – Parent – Parent – tax – Associates At December 31, 2018 |
Unrealised gains (losses) on valuation |
Hedging reserve |
Currency translation Total 17,580 $ 1,193,156 $ - 134,715 - 5,115 - 37,531 - 52 - 460,138 - 92,028) ( - 270,296 755,051) ( 755,051) ( 18 18 119,320) ( 119,320) ( 856,773) ($ 1,134,622 $ Currency translation Total 1,135,114) ($ 682,313 $ - 279,677) ( 1,135,114) ($ 402,636 $ - 67,238 - 6,350) ( - 362,259) ( - 13,332) ( - 4,734) ( - 42,737) ( 1,004,409 1,004,409 746 746 147,539 147,539 17,580 $ 1,193,156 $ |
|
| 1,234,225 $ 134,715 5,115 37,531 52 - - - - - - 1,411,638 $ Unrealised gains (losses) on valuation |
58,649) ($ - - - - 460,138 92,028) ( 270,296 - - - 579,757 $ Hedging reserve |
|||
| 1,833,339 $ 279,677) ( 1,553,662 $ 67,238 6,350) ( 362,259) ( 13,332) ( 4,734) ( - - - - 1,234,225 $ |
15,912) ($ - 15,912) ($ - - - - - 42,737) ( - - - 58,649) ($ |
~56~
(21) Operating revenue
| Operating revenue | ||||
|---|---|---|---|---|
| Year ended | Year ended | |||
| December 31,2019 | December 31,2018 | |||
| Revenue from contracts with customers | $ | 44,081,161 |
$ | 33,747,653 |
| Other - ship rental and slottage income | 605,977 | 246,918 |
||
| $ | 44,687,138 |
$ | 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, 2019 Revenue from external customer contracts Inter-segment revenue Total segment revenue Year ended December 31, 2018 Revenue from external customer contracts Inter-segment revenue Total segment revenue |
Asia 14,551,189 $ 1,164,695 15,715,884 $ Asia 10,056,018 $ 112,805 10,168,823 $ |
America 15,931,117 $ 2,007,692 17,938,809 $ America 14,570,446 $ 1,493,799 16,064,245 $ |
Europe 9,175,988 $ 584,994 9,760,982 $ Europe 5,788,675 $ 723,435 6,512,110 $ |
Other 665,486 $ - 665,486 $ Other 1,002,475 $ - 1,002,475 $ |
Total 40,323,780 $ 3,757,381 44,081,161 $ 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, 2019 December 31, 2018 January 1, 2018
| December 31,2019 | December 31,2018 | January1,2018 | |
|---|---|---|---|
| Contract assets: Contract assets relating to marine freight income Contract liabilities: Contract liabilities – unearned marine freight income |
372,492 $ 536,774 $ |
682,327 $ 431,290 $ |
379,349 $ |
| 453,208 $ |
Revenue recognised that was included in the contract liability balance at the beginning of the period
~57~
Marine freight income
| Year ended | Year ended | ||
|---|---|---|---|
| December 31,2019 | December 31,2018 | ||
| $ | 431,290 |
$ | 453,208 |
(22) Other gains -net
Gains on disposal of property, plant and equipment
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31,2019 | December 31,2018 | |||
| $ | 4,649 |
$ | 7,594 |
(23) Other income
| Other income | ||
|---|---|---|
| Interest income: Interest income from bank deposits Interest income from financial assets other than financial assets at fair value through profit or loss Rental revenue Dividend income Other income – others |
Year ended December 31,2019 284,290 $ 32,030 115,918 45,631 38,757 516,626 $ |
Year ended December 31,2018 |
| 230,637 $ 28,547 102,599 58,560 160,441 |
||
| 580,784 $ |
(24) Other gains and losses
| Other gains and losses | ||||
|---|---|---|---|---|
| Year ended | Year ended | |||
| December 31,2019 | December 31, 2018 | |||
| Net currency exchange gains | $ | 125,466 |
$ | 123,543 |
| Losses on disposal of investments | ( | 36) |
- | |
| Gains arising from lease modifications | 1,237 | - | ||
| Depreciation charges on investment property | ( | 19,145) |
( | 19,145) |
| Other non-operating expenses | ( | 90,391) | ( | 84,917) |
| $ | 17,131 | $ | 19,481 |
(25) Finance costs
| Finance costs | ||||
|---|---|---|---|---|
| Year ended | Year ended | |||
| December 31,2019 | December 31,2018 | |||
| Interest expense: | ||||
| Bank borrowings | $ | 671,128 |
$ | 624,139 |
| Corporate bonds | 101,200 | 92,859 | ||
| Lease liabilities | 542,509 | - | ||
| Other | - | 6 | ||
| 1,314,837 | 717,004 | |||
| Less: Capitalisation of qualifying assets | ( | 9,912) | ( | 31,368) |
| Finance costs | $ | 1,304,925 | $ | 685,636 |
~58~
(26) Expenses by nature
| Employee benefit expense Depreciation charges on property, plant and equipment Depreciation charges on right-of-use assests 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 Year ended December 31,2019 December 31,2018 2,687,938 $ 2,057,266 $ 2,279,403 3,032,961 2,514,484 - 16,458 20,572 12,622,384 10,489,596 9,164,021 7,230,512 7,036,586 5,780,146 284,512 3,078,682 1,980,339 1,617,074 1,595,565 1,289,220 285,814 276,155 1,665,179 223,548 2,382,542 325,123 44,515,225 $ 35,420,855 $ |
|---|---|
(27) Employee benefit expense
| Employee benefit expense | ||
|---|---|---|
| Wages and salaries Labor and health insurance fees Pension costs Directors' remuneration Other personnel expenses |
Year ended December 31,2019 2,272,371 $ 175,721 113,527 9,074 117,245 2,687,938 $ |
Year ended December 31,2018 |
| 1,740,534 $ 131,854 83,441 9,303 92,134 |
||
| 2,057,266 $ |
-
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. Aforementioned earnings was current income before tax without reducing employees’ compensation and directors’ remuneration.
-
B.(a)For the year ended December 31, 2019, the Company generated loss and thus did not accrue employees’ and supervisors’ remuneration.
-
(b)For the year ended December 31, 2018, employees’ compensation and directors’ remuneration were accrued at $2,560 and $0, respectively. The aforementioned amounts were recognised in salary expenses.
~59~
Employees’ compensation and directors’ remuneration of 2018 as resolved by he Board of Directors were in agreement with those amounts recognised in the profit or loss of 2018. 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.
(28) Income tax
A. Income tax expense
(a)Components of income tax (benefit) expense:
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31,2019 | December 31,2018 | |||
| Current tax: | ||||
| Current tax on profits for the year | $ | - |
$ | - |
| Tax on undistributed earnings | - | 283,973 |
||
| Prior year income tax overestimation | 3,277 | ( | 4,738) | |
| Total current tax | 3,277 | 279,235 | ||
| Deferred tax: | ||||
| Origination and reversal of | ||||
| temporary differences | ( | 164,996) |
( | 110,609) |
| Impact of change in tax rate | - | 46,959 | ||
| Total deferred tax | ( | 164,996) |
( | 63,650) |
| Income tax (benefit) expense | ($ | 161,719) | $ | 215,585 |
(b)The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| follows: | ||||
|---|---|---|---|---|
| Year ended | Year ended | |||
| December 31,2019 | December 31,2018 | |||
| Changes in fair value of available -for-sale financial assets |
$ | 5,115 |
($ | 6,699) |
| Currency translation differences | 18 | ( | 33) |
|
| Remeasurement of defined | ||||
| benefit obligations | 15,048 | 9,504 | ||
| Cash flow hedges | ( | 92,028) |
- | |
| Share of other comprehensive | ||||
| income of associates | 8,680 | 18,392 | ||
| Impact of change in tax rate | - | 4,891 | ||
| ($ | 63,167) | $ | 26,055 |
~60~
(c)The income tax charged/(credited) to equity during the period is as follows:
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31,2019 | December 31,2018 | |||
| Reduction in capital surplus caused | ||||
| by recognition of foreign investees | ||||
| based on the shareholding ratio | ($ | 86) |
($ | 115) |
| Reduction in retained earnings caused | ||||
| by recognition of foreign not based | ||||
| on the shareholding ratio | 2 |
146 | ||
| Effects of retrospective | ||||
| application | - | 182 |
||
| Impact of change in tax rate | - |
95 | ||
| ($ | 84) |
$ | 308 |
B. Reconciliation between income tax (benefit) expense and accounting profit
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31,2019 | December 31,2018 | |||
| Tax calculated based on profit | ||||
| before tax and statutory tax rate | ($ | 9,840) |
$ | 101,901 |
| Expenses disallowed by tax regulation | 21,472 | 18,293 | ||
| Tax exempt income by tax regulation | ( | 182,090) |
( | 299,273) |
| Prior year income tax overestimation | 3,277 | ( | 4,738) |
|
| Effect from investment tax credits | - | 42,068 | ||
| Effect from tax losses | 5,462 | 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 | ||
| Income tax (benefit) expense | ($ | 161,719) | $ | 215,585 |
~61~
- C. Amounts of deferred tax assets or liabilities as a result of temporary differences, loss carryforward and investment tax credits are as follows:
| carryforward and investment tax credits are as follows: | |||
|---|---|---|---|
| Recognised in profit January1 or loss -Deferred tax assets:Temporary differences: Bad debts expense 16,417 $ 41) ($ Loss on valuation of financial assets - - Deferred profit from disposal of loading and unloading equipment 14,588 1,787) ( Unrealized expense 14,338 44,546 Unrealized exchange loss 31,146 2,513) ( Pension fund contribution 196,145 21,278) ( Remeasurements of defined benefit obligation 68,099 - Net operating loss carryforward 345,617 73,053 686,350 91,980 -Deferred tax liabilities:Temporary differences: Gain on valuation of financial assets 4,371) ($ - $ Equity-accounted investment income 788,600) ( 73,016 Cash flow hedges - - 792,971) ( 73,016 106,621) ($ 164,996 $ |
Recognised in other comprehensive income 2019 |
||
| - $ 744 - - - - 15,048 - 15,792 4,371 $ 8,698 92,028) ( 78,959) ( 63,167) ($ |
~62~
| Recognised in profit January1 or loss -Deferred tax assets:Temporary differences: Bad debts expense 13,546 $ 2,689 $ Loss on valuation of financial assets 1,979 - Deferred profit from disposal of loading and unloading equipment 13,918 670 Unrealized expense 11,364 2,974 Unrealized exchange loss 39,452 8,306) ( Pension fund contribution 197,241 1,096) ( Remeasurements of defined benefit obligation 49,805 - Investment tax credits 42,068 42,068) ( Net operating loss carryforward 192,612 153,005 561,985 107,868 -Deferred tax liabilities:Temporary differences: Gain on valuation of financial assets - $ - $ Equity-accounted investment income 758,411) ( 44,426) ( Gain on bargain purchase 208) ( 208 758,619) ( 44,218) ( 196,634) ($ 63,650 $ |
Recognised in profit or loss 2,689 $ - 670 2,974 8,306) ( 1,096) ( - 42,068) ( 153,005 |
Recognised in other comprehensive income - $ 1,979) ( - - - - 18,294 - - 16,315 4,371) ($ 14,111 - 9,740 26,055 $ 2018 |
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 |
|---|---|---|---|---|
| 16,417 $ - 14,588 14,338 31,146 196,145 68,099 - 345,617 |
||||
| 107,868 | 686,350 | |||
| - $ 44,426) ( 208 |
||||
| 63,650 $ |
D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
| follows: | |||||
|---|---|---|---|---|---|
| Year incurred | December 31,2019 | Final year tax credits are due |
|||
| Amount filed | Unused tax credits | Unrecognised deferred tax assets |
|||
| 2019 2018 2017 2016 2015 |
392,576 $ 671,047 12,894 747,045 269,787 2,093,349 $ |
392,576 $ 671,047 12,894 747,045 269,787 2,093,349 $ |
- $ - - - - - $ |
2029 2028 2027 2026 2025 |
~63~
December 31, 2018
| Year incurred 2018 671,047 $ 2017 40,204 2016 747,045 2015 269,787 1,728,083 $ Amount filed |
671,047 $ 40,204 747,045 269,787 1,728,083 $ Unused tax credits |
- $ 2028 - 2027 - 2026 - 2025 - $ Unrecognised deferred tax assets Final year tax credits are due |
|---|---|---|
-
E. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2019 and 2018, the amounts of temporary difference unrecognised as deferred tax liabilities were $12,524,548 and $13,656,982, respectively.
-
F. As of December 31, 2019, the Company’s income tax returns through 2017 have been assessed and approved by the Tax Authority.
-
G. 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.
(29) Earnings (loss) per share
| in income tax rate. 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 plus assumed conversion of all dilutive potential ordinary shares |
Year ended December 31,2019 | |||
| Amount after tax 112,519 $ 112,519 $ |
Weighted average number of ordinary shares outstanding Earnings per share (shares in thousands) (in dollars) 4,536,809 0.02 $ 4,536,809 0.02 $ |
|||
| 0.02 $ |
||||
| 0.02 $ |
~64~
| (30) | 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 293,919 $ 4,240,919 0.07 $ Diluted earnings per share Profit attributable to ordinary shareholders of the parent 293,919 $ 4,240,919 Assumed conversion of all dilutive potential ordinary shares Employees' compensation - 215 Profit attributable to ordinary shareholders of the parent plus assumed conversion of all dilutive potential ordinary shares 293,919 $ 4,241,134 0.07 $ Year ended December 31,2018 Year ended Year ended December 31,2019 December 31,2018 Purchase of property, plant and equipment 947,366 $ 1,414,270 $ Add: Opening balance of payable on equipment 4,274 8,429 Less: Ending balance of payable on equipment 2,500) ( 4,274) ( Cash paid during the year 949,140 $ 1,418,425 $ |
|---|---|
~65~
B. Prepayment for equipment (recorded as other non-current assets)
| Year ended | Year ended | |||
|---|---|---|---|---|
| December 31,2019 | December 31,2018 | |||
| Purchase of prepayments for equipment | $ | 3,422,963 |
$ | 6,269,586 |
| Add: Opening balance of payable | ||||
| on prepayments for equipment | 154 | 38,001 | ||
| Less: Ending balance of payable | ||||
| on prepayments for equipment | - | ( | 154) |
|
| Capitalisation of qualifying assets | ( | 9,912) | ( | 31,368) |
| Cash paid during the year | $ | 3,413,205 | $ | 6,276,065 |
(31) Changes in liabilities from financing activities
| Long-term | Lease liabilities and | Lease liabilities and | Liabilities | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| borrowings (including | Guarantee deposits | financial liabilities | from financing | ||||||||
| currentportion) | received | for hedging | activities-gross | ||||||||
| At January 1, 2019 | 40,085,191 $ |
$ | 12,370 |
$ | - |
$ | 40,097,561 |
||||
| Retrospective application | - | - | 14,721,437 | 14,721,437 | |||||||
| Changes in cash flow from | |||||||||||
| financing activities | ( | 1,681,117) |
( | 180) |
( | 2,294,815) |
( | 3,976,112) |
|||
| Hosting fee credit | ( | 270) |
- | - | ( | 270) |
|||||
| Changes in other non-cash | |||||||||||
| items | - | - | 9,802,308 | 9,802,308 | |||||||
| At December 31, 2019 | 38,403,804 $ |
$ | 12,190 | $ | 22,228,930 | $ | 60,644,924 |
||||
| Long-term | Liabilities | ||||||||||
| borrowings (including | Guarantee deposits | from financing | |||||||||
| current portion) | received | activities-gross | |||||||||
| At January 1, 2018 | $ | 39,690,592 |
$ | 12,054 |
$ | 39,702,646 |
|||||
| Changes in cash flow from | |||||||||||
| financing activities | 397,389 | 316 | 397,705 | ||||||||
| Hosting fee credit | ( | 2,790) |
- | ( | 2,790) |
||||||
| At December 31, 2018 | $ | 40,085,191 | $ | 12,370 | $ | 40,097,561 |
~66~
7. RELATED PARTY TRANSACTIONS
(1) Names of the related parties and their relationship with the Company
| Names of relatedparties | Relationshipwith 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) | Subsidiary |
| Evergreen Shipping Agency (Israel) Ltd. (EIL) | Subsidiary |
| 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 Corp. (Malaysia) Berhad. (EHIC(M)) | Indirect subsidiary |
| Evergreen Marine (UK) Limited (EMU) | Indirect subsidiary |
| Evergreen Shipping Agency (Europe) GmbH (EEU) | Indirect subsidiary |
| 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 |
| 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 |
| Evergreen Shipping Agency (Vietnam) Corp. (EGV) | Indirect subsidiary |
~67~
Names of related parties
Relationship with the Company
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 Evergreen Shipping Agency (Greece) Societe Anonyme (EGRC) Indirect subsidiary Master International Shipping Agency Co., Ltd. (MAC) Indirect subsidiary Ever Shine (Shanghai) Enterprise Management Consulting Co., Ltd. (EVSSHG) Indirect subsidiary Ever Shine (Ningbo) Enterprise Management Consulting Co., Ltd. (EVSNBO) Indirect subsidiary Ever Shine (Shenzhen) Enterprise Management Consulting Co., Ltd. (EVSXZN) Indirect subsidiary Ever Shine (Qingdao) Enterprise Management Consulting Co., Ltd. (EVSQND) 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 Evergreen Marine (Latin America), S.A. (ELA) Associate Evergreen Shipping Agency Lanka (Private) Limited (ELK) (An Associate since March 1, 2019) Greenpen Properties Sdn. Bhd. (GPP) 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 VIP Greenport Joint Stock Company (VGP) Associate Ics Depot Services Sdn. Bhd. (IDS) Associate
~68~
Names of related parties
Relationship with the Company
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 Other related party merged into Evergreen Aviation Precision Corporation (EGAP) Evergreen Aviation Technologies Corporation on February 28, 2019 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 Myanmar Co., Ltd. (EIM) Other related party Chestnut Estate B.V. (Chestnut) Other related party Advanced Business Process, Inc. (ABPI) Other related party Directors, president and vice president Key management
Note: For information on the subsidiaries, please refer to Note 4(3) of the consolidated financial statements as of December 31, 2019.
(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 31,2019 3,760,679 $ 444,876 2,186,282 6,391,837 $ |
Year ended December 31,2018 |
| 2,343,257 $ 501,188 2,875,697 |
||
| 5,720,142 $ |
The business terms on which the company transacts with related parties are of no difference from those with non-related parties.
~69~
B. Purchases of services:
| Purchases of services: | ||
|---|---|---|
| Purchases of services: Subsidiaries Associates Other related parties |
Year ended December 31,2019 5,691,253 $ 943,669 2,500,202 9,135,124 $ |
Year ended December 31,2018 |
| 5,048,484 $ 967,256 2,552,882 |
||
| 8,568,622 $ |
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 Associates Other related parties -EIC -Others |
December 31,2019 25,959 $ 66,164 20,027 112,150 $ December 31,2019 933 $ 857 3,132 238 5,160 $ |
December 31,2018 |
| 19,082 $ 31,688 48,853 |
||
| 99,623 $ |
||
| December 31,2018 | ||
| 552 $ 627 179,593 165 |
||
| 180,937 $ |
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 |
December 31,2019 201,959 $ 32,166 49,074 283,199 $ |
December 31,2018 |
| 168,691 $ 22,679 2,461 |
||
| 193,831 $ |
~70~
| Other payables: Subsidiaries Associates Other related parties |
December 31,2019 - $ 6,363 2,747 9,110 $ |
December 31,2018 |
|---|---|---|
| 28 $ 4,224 2,431 |
||
| 6,683 $ |
The payables to related parties arise mainly from purchase transactions. The payables bear no interest.
-
E. Agency accounts:
-
(a)Debit balance of agency accounts
| interest. Agency accounts: (a)Debit balance of agency accounts |
||
|---|---|---|
| (b)Credit balance of agency accounts Subsidiaries -EEU-EGI-MAC-OthersAssociates Other related parties -EIC-OthersSubsidiaries -EGV-OthersAssociates -EMI-OthersOther related parties -EGA-EGJ-Others |
December 31,2019 131,820 $ 7,310 - 53,879 50 219,154 905 413,118 $ December 31,2019 68,694 $ 12,434 118,424 2,901 75,997 233,639 3,547 515,636 $ |
December 31, 2018 |
| - $ 72,695 44,944 16,060 - - - |
||
| 133,699 $ |
||
| December 31,2018 | ||
| 46,171 $ 53,362 101,153 3,200 441,655 185,565 90,464 |
||
| 921,570 $ |
~71~
F. Shipowner’s accounts:
(a)Debit balance of shipowner’s accounts
| December 31,2019 | December 31,2018 | |||
|---|---|---|---|---|
| Subsidiaries | ||||
-EMU |
$ | 770,731 |
$ | 675,749 |
-GMS |
- | 114,568 |
||
| Associates | ||||
-ITS |
- | 279,431 |
||
| Other related parties | ||||
-EIS |
49,973 | 180,684 | ||
-GESA |
28,956 | 20,409 | ||
| $ | 849,660 | $ | 1,270,841 |
(b)Credit balance of shipowner’s accounts
Subsidiaries-GMS-EGHAssociates -ITSOther related parties -EMS |
December 31,2019 409,522 $ 318,823 133,319 214,242 1,075,906 $ |
December 31,2018 |
|---|---|---|
| - $ 613,053 - 996,627 |
||
| 1,609,680 $ |
G. Property transactions:
- (a)Acquisition of property, plant and equipment:
| Associates Other related parties |
Year ended December 31,2019 4,446 $ 172 4,618 $ |
Year ended December 31,2018 |
|---|---|---|
| - $ - |
||
| - $ |
(b)Disposal of property, plant and equipment:
| Other related parties | Disposal Gain proceeds on disposal 149 $ 14 $ Year ended December 31,2019 |
Year ended December 31,2018 |
Year ended December 31,2018 |
|---|---|---|---|
| Disposal proceeds 149 $ |
Disposal proceeds - $ |
Gain on disposal |
|
| - $ |
~72~
-
- -
H. Lease transactions lessee
-
(a) The Company leases buildings and ships from associates and other related parties. Rental contracts are typically made for periods of 2.7 to 3 years. Rents are paid in accordance with the contract terms.
-
(b) Acquisition of right-of-use assets:
The Company leases buildings and ships from associates and other related parties under IFRS
16 ‘Leases’. Accordingly, on January 1, 2019, the Company increased ‘right-of-use asset’ by $1,443,795.
- (c) Lease liabilities
i Outstanding balance:
Other related parties ii Interest expense
| December | 31, | 2019 | ||
|---|---|---|---|---|
| $ | 89,109 |
| se liabilities tstanding balance: terest expense Other related parties |
December31,2019 89,109 $ |
|---|---|
| Year ended | |
| December31,2019 | |
| Other related parties | 1,374 $ |
- (d) Lease liabilities designated as hedges:
| ease liabilities designated as hedges: | ||
|---|---|---|
| December 31, 2019 | ||
| Associates | $ | 94,050 |
| Other related parties | 610,456 |
|
| $ | 704,506 |
I. Endorsements and guarantees provided to related parties:
| Subsidiaries Associates |
December 31,2019 December 31,2018 120,843,257 $ 100,417,641 $ 3,182,578 3,143,008 124,025,835 $ 103,560,649 $ |
|---|---|
- J. The Board of Directors of the Company during its meeting on December 21, 2018 adopted a resolution to participate in the capital increase raised by EVA Airways Corporation amounting to 39,150 thousand shares, subscription price of $13 (in dollars) per share, whose total price of $508,944. In addition, the effective date was set on January 24, 2019. Moreover, the Company purchased 70 thousand shares by specific person, the purchasing proceeds amounted to $700.
~73~
(3) Key management compensation
| Key management compensation | ||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits |
Year ended December 31,2019 37,112 $ 2,141 39,253 $ |
Year ended December 31,2018 |
| 47,772 $ 3,138 |
||
| 50,910 $ |
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
==> picture [494 x 223] intentionally omitted <==
----- Start of picture text -----
Book value
Pledged assets December 31, 2019 December 31, 2018 Purpose
Financial assets at amortised cost
- Pledged time deposits $ 186,941 $ 121,632 Guarantee
Property, plant and equipment
-Land 514,312 514,312 Long-term loan
-Buildings 173,638 181,001 "
-Ships 27,438,884 28,052,733 "
-Loading and unloading equipment 1,030,546 1,094,929 "
Investment property
-Land 1,285,781 1,285,781 Long-term loan
-Buildings 434,095 452,502 "
$ 31,064,197 $ 31,702,890
----- End of picture text -----
- SIGNIFICANT CONTINGENT LIABILITIES AND UNRECOGNISED CONTRACT COMMITMENTS
(1) Contingencies
None.
(2) Commitments
-
A. As of December 31, 2019, the Company had delegated DBS Bank to issue Standby Letter of Credit amounting to USD 5,000.
-
B. As of December 31, 2019, 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 $38,917,899 and the unutilized credits was $500,408.
-
C. As of December 31, 2019, the amount of guaranteed notes issued by the Company for loans borrowed was $72,607,919.
-
D. To meet operational needs, the Company signed the shipbuilding contracts with Samsung Heavy Industries and Hyundai Mipo Dockyard Co., Ltd. As of December 31, 2019, the total price of the contracts, wherein the vessels have not yet been delivered, amounted to USD 408,800, USD378,200 of which remain unpaid.
~74~
-
E. 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, 2019, the total contract prices are USD 16,350 and EUR 1,383, respectively, and USD 10,520 and EUR 277 remain unpaid. Moreover, the Company signed following installation contracts with Huarun Dadong Dockyard Co., Ltd., Globe Oil and Gas Services., as well as Yiu Lian Dockyards (Shekou) Ltd.. As of December 31, 2019, the total price of the contracts amounted to USD 25,277, USD 24,343 of which remain unpaid.
-
F. To cooperate with the construction in Kaohsiung Port 7th container center, the Company entered into the technique plan service contract for bridge crane with Liftech Consultants Inc., the total price of the contracts amounted to USD235, USD196 of which remain unpaid.
-
G. For the Company’s lease contract which was entered into but not completed construction, the expected minimum lease payment in the future was $14,495,000.
10. SIGNIFICANT DISASTER LOSS
- None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
-
A. To simplify investment structure, on November 11, 2019, the Board of Directors of the Company resolved to acquire 35,421,358 shares of the investee, Taipei Port Container Terminal Corporation, the investment accounted for using equity method, held by the sub-subsidiary, Armand B.V. The transaction amount per share is approximately $9.941 (in dollars) and the expected transaction amount is $352,123. The shareholding ratio of Taipei Port Container Terminal Corporation held by the Company will be increased from 21.03% to 27.85% after the transaction. As of the reporting date, the registration for the transfer has been completed.
-
B. On March 24, 2020, the proposal to appropriate the accumulated earnings was approved by the Board of Directors. Please refer to Note 6(19) for the details.
-
C. Due to the impact of the spread of COVID-19 virus, the Company’s operation in some locations and shipping lines were affected. The degree of impact to the Company’s operating income would depend on the subsequent control of the spread of COVID-19 virus.
-
D. On March 24, 2020, to meet the operation needs, the Board of Directors of the Company resolved to order 3,800 set freezers with 40-feet from China International Marine Containers Ltd., Singamas Container Holdings Ltd., Guangdong Fuwa Engineering Group Co., Ltd. and Maersk Container Industry, the total price of the contracts amounted to USD26,460. As of the reporting date, the related transaction payments have not been settled.
-
E. Taken into consideration the group structure adjustment and taxes, on December 24, 2019, the Board of Directors of the Company resolved to sell 17.5% equity interests of investee accounted for using equity method, ELA, to the subsidiary, EGH. The expected selling price is USD1.0859 (in dollars) per share, and the total transaction amount was USD114. As of the reporting date, the related considerations were collected and the transfer of those shares was completed.
~75~
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 Financial assets at amortised cost Cash and cash equivalents Financial assets at amortised cost Notes receivable Accounts receivables Other accounts receivable Guarantee deposits paid Financial liabilities Financial liabilities at amortised cost Accounts payable Other accounts payable Bonds payable (including current portion) Lease liabilities (including current portion) Long-term borrowings (including current portion) Guarantee deposits received Financial liabilities for hedging (including current portion) |
December31,2019 1,156,298 $ 18,767,848 $ 1,688,797 166 2,989,434 74,262 18,091 24,694,896 $ 3,653,222 $ 1,216,513 10,000,000 2,039,988 38,403,804 12,190 55,325,717 $ 20,188,942 $ |
December31,2018 |
| 1,021,582 $ |
||
| 19,471,486 $ 2,422,603 43 3,358,430 386,167 19,261 |
||
| 26,679,572 $ |
||
| 4,577,517 $ 935,319 10,000,000 - 40,085,192 12,370 |
||
| 55,610,398 $ |
||
| - $ |
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.
~76~
-
(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:
| Financial assets Monetary items USD:NTD Financial liabilities Monetary items USD:NTD (Foreign currency: functional currency) |
Foreign currency amount (In Thousands) Exchange rate Book value (NTD) 755,004 $ 30.0130 22,659,935 $ 710,266 $ 30.0130 21,317,213 $ December 31,2019 |
Foreign currency amount (In Thousands) Exchange rate Book value (NTD) 755,004 $ 30.0130 22,659,935 $ 710,266 $ 30.0130 21,317,213 $ December 31,2019 |
Foreign currency amount (In Thousands) Exchange rate Book value (NTD) 755,004 $ 30.0130 22,659,935 $ 710,266 $ 30.0130 21,317,213 $ December 31,2019 |
|
|---|---|---|---|---|
| Foreign currency amount (In Thousands) 755,004 $ 710,266 $ |
Exchange rate 30.0130 30.0130 |
|||
| 22,659,935 $ 21,317,213 $ |
||||
~77~
| Financial assets Monetary items USD:NTD Financial liabilities Monetary items USD:NTD (Foreign currency: functional currency) |
Foreign currency amount (In Thousands) Exchange rate Book value (NTD) 1,024,952 $ 30.7535 31,520,861 $ 959,193 $ 30.7535 29,498,542 $ December 31,2018 |
|---|---|
iv. The total net 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, 2019 and 2018 amounted to $123,543 and $125,466, respectively.
v. Analysis of foreign currency market risk arising from significant foreign exchange variation:
| Financial assets Monetary items USD:NTD Financial liabilities Monetary items USD:NTD (Foreign currency: functional currency) Financial assets Monetary items USD:NTD Financial liabilities Monetary items USD:NTD (Foreign currency: functional currency) |
Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 226,599 $ - $ 1% 213,172 $ - $ Year ended December 31,2019 Sensitivityanalysis Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 315,209 $ - $ 1% 294,985 $ - $ Year ended December 31,2018 Sensitivityanalysis |
Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 226,599 $ - $ 1% 213,172 $ - $ Year ended December 31,2019 Sensitivityanalysis Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 315,209 $ - $ 1% 294,985 $ - $ Year ended December 31,2018 Sensitivityanalysis |
Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 226,599 $ - $ 1% 213,172 $ - $ Year ended December 31,2019 Sensitivityanalysis Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 315,209 $ - $ 1% 294,985 $ - $ Year ended December 31,2018 Sensitivityanalysis |
|
|---|---|---|---|---|
| Degree of variation |
Effect on profit or loss |
|||
| Degree of variation |
Effect on profit or loss |
|||
| 1% 1% |
315,209 $ 294,985 $ |
- $ - $ |
||
~78~
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 at fair value through other comprehensive income. 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 $11,495 and $10,097 for the years ended December 31, 2019 and 2018, respectively, as a result of other comprehensive income classified as equity investment at fair value through other comprehensive income.
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, 2019 and 2018, the Company’s borrowings at variable rate were denominated in the NTD and USD.
-
ii. At December 31, 2019 and 2018, 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, 2019 and 2018 would have been $307,340 and $320,789 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.
~79~
-
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: 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’ notes receivable, accounts receivable(including related parties), contract assests and overdue receivables 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. As of December 31, 2019 and 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), contract assets and overdue receivables. As of December 31, 2019 and 2018, the loss rate methodology is as follows:
| At December 31, 2019 Expected loss rate Total book value Loss allowance At December 31, 2018 Expected loss rate Total book value Loss allowance |
Individual 0.03% 3,363,093 $ 1,001 $ 0.03% 4,042,007 $ 1,207 $ |
Group 100% 69,130 $ 69,130 $ 100% 64,247 $ 64,247 $ |
Total |
|---|---|---|---|
| 3,432,223 $ |
|||
| 70,131 $ |
|||
| 4,106,254 $ |
|||
| 65,454 $ |
~80~
viii. Movements in relation to the Company applying the modified approach to provide loss allowance for accounts receivable (including related parties), contract assets and overdue receivables are as follows:
| receivables are as follows: | ||||||
|---|---|---|---|---|---|---|
| 2019 | ||||||
| Accounts | Contract | Overdue | ||||
| receivable | assets | receivables | ||||
| At January 1 | ($ | 65,249) |
($ | 205) |
$ | - |
| Reclassification | 64,247 | - | ( | 64,247) |
||
| Provision for impairment | ( | 2) |
- | - |
||
| Reversal of impairment loss | 115 | 93 | - |
|||
| Effect of foreign exchange | - | - | ( | 4,883) |
||
| At December 31 | ($ | 889) | ($ | 112) | ($ | 69,130) |
| 2018 | ||||||
| Accounts | Contract | |||||
| receivable | 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) |
(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 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.
~81~
Non-derivative financial liabilities:
| Non-derivative financial liabilities: | Non-derivative financial liabilities: | Non-derivative financial liabilities: | ||||
|---|---|---|---|---|---|---|
| December 31, 2019 Less than 3 months Between 3 months and 1year Accounts payable 3,370,023 $ - $ Accounts payable - related parties 283,199 - Other payables 1,136,288 71,115 Other payables - related parties 9,110 - Bonds payable - 101,200 Long-term loans (including current portion) 680,330 8,432,493 Lease payable and financial liabilities for hedging(including current portion) 794,937 2,420,080 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 |
Between 1 and 2years |
Between 2 and 5years - $ - - - 6,076,400 19,568,290 6,738,665 Between 2 and 5years - $ - - - 10,177,600 18,770,047 |
Over 5years Total - $ 3,370,023 $ - 283,199 - 1,207,403 - 9,110 - 10,278,800 3,700,411 39,972,101 13,374,787 26,398,402 Over 5years Total - $ 4,383,686 $ - 193,831 - 928,636 - 6,683 - 10,380,000 4,647,345 42,134,037 |
|||
| - $ - - - 4,101,200 7,590,577 3,069,933 Between 1 and 2years |
- $ - - - - 3,700,411 13,374,787 Over 5years - $ - - - - 4,647,345 |
|||||
| December 31, 2018 Accounts payable Accounts payable - related parties Other payables Other payables - related parties Bonds payable Long-term loans (including current portion) |
Less than 3 months |
|||||
| 4,383,686 $ 193,831 857,410 6,683 - 498,172 |
- $ - 71,226 - 101,200 6,514,509 |
- $ - - - 101,200 11,703,964 |
- 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 1.
~82~
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(10).
-
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, financial assets measured at amortised cost, 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) |
Book value 10,000,000 $ 38,403,804 48,403,804 $ Book value 10,000,000 $ 40,085,191 50,085,191 $ December December |
Fair value Level 3 10,154,063 $ 39,972,101 31,2019 |
|---|---|---|
| 50,126,164 $ |
||
| Fair value 31,2018 |
||
| Level 3 | ||
| 10,156,197 $ 42,134,037 |
||
| 52,290,234 $ |
-
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, 2019 Assets: Recurring fair value measurements Financial assets at fair value through other comprehensive income Equity securities Liabilities: Recurring fair value measurements Derivative financial liabilities for hedging |
Level 1 989,850 $ - $ |
Level 2 - $ - $ |
Level 3 166,448 $ - $ |
Total |
|---|---|---|---|---|
| 1,156,298 $ |
||||
| 20,188,942 $ |
~83~
December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Recurring fair value measurements Financial assets at fair value through other comprehensive income - Equity securities $ 850,223 $ $ 171,359 $ 1,021,582
-
(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.
~84~
-
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.
-
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, 2019 and 2018, 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, 2019 and 2018:
| 2019 | 2018 | |||
|---|---|---|---|---|
| At January 1 | $ | 171,359 |
$ | 152,955 |
| Acquired in the period | - | - | ||
| Decreased in the period | - | ( | 924) |
|
| Gains and losses recognised in other | ||||
| comprehensive income (Note) | ( | 4,911) |
19,328 | |
| At December 31 | $ | 166,448 | $ | 171,359 |
Note: Recorded as unrealised valuation gain or loss on valuation of investments in equity instruments measured at fair value through other comprehensive income.
-
G. For the years ended December 31, 2019 and 2018, 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:
~85~
| 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 31,2019 |
Valuation technique Significant unobservable input Market comparable companies Price to earnings ratio multiple Price to book ratio multiple Discount for lack of marketability Net asset value Net asset value Valuation technique Significant unobservable input Market comparable companies Price to earnings ratio multiple Price to book ratio multiple Discount for lack of marketability Net asset value Net asset value |
Range (weighted average) |
Relationship of inputs to fair value |
|---|---|---|---|---|
| 159,676 $ 6,772 Fair value at December 31,2018 |
25.39~46.24 1.02~3.06 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 |
||
| 164,587 $ 6,772 |
69.55~70.77 0.89~2.36 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 |
~86~
- 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 | Favourable change Unfavourable change $ - $ - - - - $ - $ December Recognised in profit or loss December |
Favourable change Unfavourable change $ - $ - - - - $ - $ December Recognised in profit or loss December |
Favourable change Unfavourable change $ - $ - - - - $ - $ December Recognised in profit or loss December |
Favourable change Unfavourable change $ 1,597 $ 1,597 68 68 1,665 $ 1,665 $ 31,2019 Recognised in other comprehensive income 31,2018 |
Favourable change Unfavourable change $ 1,597 $ 1,597 68 68 1,665 $ 1,665 $ 31,2019 Recognised in other comprehensive income 31,2018 |
Favourable change Unfavourable change $ 1,597 $ 1,597 68 68 1,665 $ 1,665 $ 31,2019 Recognised in other comprehensive income 31,2018 |
|
|---|---|---|---|---|---|---|---|---|---|
| Price to earnings ratio/ price to book ratio/ discount for lack of marketability Net asset value Input |
±1% ±1% Change |
$ 1,597 68 1,665 $ 31,2018 |
$ 1,597 68 1,665 $ |
||||||
| 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% |
$ - - |
$ - - |
$ 1,646 68 $1,714 |
$ 1,646 68 $1,714 |
||||
| $- | $- |
- K. The Company initially classified pledged time deposits recorded within 3 months and time deposits exceeding 3 months as “other current-assets” and “cash and cash equivalents”, respectively. However, considering the categories of financial instruments, the Company recorded those pledged time deposits and time deposits exceeding 3 months as “current financial assets at amortised cost” for this period and reclassified accounts of prior period at the same time for comparison. This reclassification had no effect on either earnings (losses) per share for the year ended December 31, 2018 or total assets and total liabilities as of December 31, 2018.
~87~
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: None.
-
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 4.
-
H. Receivables from related parties reaching $100 million or 20% of paid-in capital or more: Please refer to table 5.
-
I. Trading in derivative instruments undertaken during the reporting periods: None.
-
J. Significant inter-company transactions during the reporting periods: Please refer to table 6.
(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 7.
(3) Information on investments in Mainland China
-
A. Basic information: Please refer to table 8.
-
B. Significant transactions, either directly or indirectly through a third area, with investee companies in the Mainland Area: None.
14. SEGMENT INFORMATION
None.
~88~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of cash and cash equivalents December 31, 2019
Expressed in thousands of TWD
| Amount | Amount | |||||
|---|---|---|---|---|---|---|
| Item | Description | Subtotal | Total | |||
| Cash | $ | 16,017 |
||||
| Cash on hand | $ | 134 |
||||
| Petty cash | ||||||
| TWD | 1,330 | |||||
| USD | 485 |
14,785 | ||||
| Add:Unrealised gains or losses | ( | 232) | ||||
| Cash in banks | ||||||
| Checking accounts | 14,945 | |||||
| TWD demand deposits | 1,436,982 | |||||
| Foreign demand deposits | 1,221,337 |
|||||
| EUR | 1,436 | 48,160 | ||||
| GBP | 702 | 27,624 | ||||
| HKD | 31 | 120 | ||||
| INR | 85 | 36 | ||||
| JPY | 12,704 | 3,492 | ||||
| SGD | 197 | 4,387 | ||||
| USD | 37,894 | 1,150,985 | ||||
| VND | 17,646 | 23 | ||||
| Add:Unrealised gains or losses | ( | 13,490) |
||||
| TWD time deposits | Interest rate:0.55%~0.66% | 10,887,000 | ||||
| Foreign time deposits | Interest rate:2.18%~2.41% | 5,191,567 | ||||
| USD | 172,977 | 5,294,134 | ||||
| Add:Unrealised gains or losses | ( | 102,567) |
||||
| $ | 18,767,848 |
~89~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of accounts receivable December 31, 2019
Expressed in thousands of TWD
| Client Name Amount Non-related parties CMA CGM S.A. 543,628 $ Cosco Container Lines Co.,Ltd. 436,626 Orient Overseas Containers Line Limited 204,867 Others 1,713,340 Less:Unrealised gains or losses 20,314) ( Less:Allowance for bad debts 863) ( 2,877,284 Related parties Evergreen International Storage and Transport Corporation 21,603 Italia Marittima S.p.A 44,561 Evergreen Marine (Singapore) Pte. Ltd. 17,214 Greencompass Marine S.A. 11,594 Evergreen Marine (UK) Ltd. 10,796 Others 6,382 112,150 2,989,434 $ Description |
Footnote |
|---|---|
| 1) 2) 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 retranslation at the balance sheet date are recognised in profit or loss. |
~90~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of other receivables
December 31, 2019
Expressed in thousands of TWD
| Item Non-related parties Accrued interest Tax refund receivable Evergreen Logistics Corporation Kingway Industrial Co.,Ltd. SMS-SME PTE,LTD. Others Related parties Evergreen International Corporation EVA Airways Corporation Evergreen International Storage and Transport Corporation Greencompass Marine S.A. Others |
Description Interest income |
Amount Footnote 42,662 $ 16,882 1,103 891 7,503 61 69,102 3,132 275 443 711 599 5,160 74,262 $ 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. |
Footnote |
|---|---|---|---|
~91~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of ship fuel December 31, 2019
Expressed in thousands of TWD
| Item Fuel |
Description GIVE LIVN TPET LOGC LUCD LRIC GLOR GREE LBRA Others |
Cost (in thousands) 3,808 USD 2,233 USD 2,088 USD 2,070 USD 1,939 USD 1,817 USD 1,782 USD 1,758 USD 1,662 USD 13,247 USD 32,404 USD |
Net Realisable Value 114,301 $ 67,032 62,659 62,126 58,184 54,540 53,481 52,771 49,877 397,568 972,539 $ |
Footnote | |
|---|---|---|---|---|---|
| 1)Fuel inventories of each ship are recorded at cost and retranslated at the exchange rates prevailing at the balance sheet date. 2)The amount of individual client included in others does not exceed 5% of the account balance |
(blank part below)
~92~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of other current assets
December 31, 2019
Expressed in thousands of TWD
| Item Description Agency accounts Evergreen Shipping Agency (Europe) GMBH Arabian Gulf Marine Trading Co. Evergreen International Corporation Others Shipowner's accounts Evergreen Marine (UK) Limited Evergreen International S.A. Gaining Enterprise S.A. Others Temporary payments for others |
Amount Footnote 1) 131,820 $ 79,916 219,154 413,052 2) 843,942 770,731 $ 49,973 28,956 849,660 711,649 2,405,251 $ 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 retranslation 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 |
Footnote |
|---|---|---|
~93~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of changes in investment accounted for using equity method For the year ended December 31, 2019
Expressed in thousands of shares/TWD
| Investees | Balance at January1,2019 |
Balance at January1,2019 |
Additions in Investment |
Additions in Investment |
Decrease in Investment |
Decrease in Investment |
Balance a December 31, |
Balance a December 31, |
t 2019 |
Market Value or Net Assets Value |
Market Value or Net Assets Value |
Collateral | Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Ownership | Amount | Price (TWD) |
Total Amount |
|||
| 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. Evergreen Shipping Agency (Israel) Ltd. |
4,765 1 5,500 58,542 430,692 6,336 714,825 109,378 105 13,750 6,320 - |
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 - |
- - - - - - 61,716 - - - - 1,062 |
- $ 706,006 6,736 70,952 339,762 13,495 1,440,728 56,778 238 37,907 210,247 21,518 |
- - - - - - - - - - - - |
2,204,694 $ 49,333 5,496 61,800 222,145 11,455 374,935 - 329 14,300 216,251 305 |
4,765 1 5,500 58,542 430,692 6,336 776,541 109,378 105 13,750 6,320 - |
100.00 94.43 55.00 40.00 40.36 31.25 16.00 21.03 17.50 21.74 79.00 59.00 |
26,367,069 $ 1,703,680 54,526 553,210 9,098,692 113,705 11,399,909 1,083,116 3,383 277,274 7,212,594 21,213 57,888,371 $ |
- $ - - - 14.35 - 13.75 - - - - - |
- $ - - - 6,180,433 - 10,677,440 - - - - - |
No 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 |
|
| 58,145,047 $ |
2,904,367 $ |
3,161,043 $ |
~94~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of changes in ships For the year ended December 31, 2019
Expressed in thousands of TWD
| Item Ships: LOYL LUCD LOGC LIVN LBRA LUNR LRIC PRMT PRBT PRSP BLOM BLOM BEMY BASS BEFT BORD BEDY BENG BLES BLNK |
Balance at January1,2019 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 $ |
Increased in thisperiod 24,530 $ 20,736 - - - 3,446 504 - 2,308 11,468 - - - - - - - - - - 62,992 $ |
Transferred in thisperiod 234,466 $ - - - - - - - - - 82,507 - 150 161 81,724 45,807 83,773 81,664 1,292,586 1,304,510 3,207,348 $ |
Decreased in thisperiod - $ - - - - - - - - - - - - - - - - - - - - $ |
Balance at December 31,2019 3,462,569 3,179,120 3,163,557 3,234,121 3,205,662 3,320,267 3,305,907 573,133 525,013 503,766 1,274,764 1,259,843 1,258,621 1,255,555 1,252,474 1,238,488 1,246,542 1,275,326 1,292,586 1,304,510 37,131,824 $ |
Footnote |
|---|---|---|---|---|---|---|
~95~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of changes in ships(continue) For the year ended December 31, 2019
Expressed in thousands of TWD
| Item Accumulated depreciation LOYL LUCD LOGC LIVN LBRA LUNR LRIC PRMT PRBT PRSP BLOM BLOM BEMY BASS BEFT BORD BEDY BENG BLES BLNK Net Amount |
Balance at January1,2019 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 $ |
Increased in thisperoid 131,588 $ 123,755 124,942 127,617 127,381 125,182 124,710 32,901 45,647 49,554 49,172 46,855 48,263 48,252 46,316 43,689 47,657 46,051 26,901 14,742 1,431,175 $ |
Transferred in thisperoid - $ - - - - - - - - - - - - - - - - - - - - $ |
Decreased in thisperoid 710,409 $ 715,644 810,345 826,939 886,576 622,171 587,248 540,230 477,569 450,185 101,051 66,687 73,722 84,817 67,881 44,272 76,965 55,572 26,901 14,742 7,239,926 $ 29,891,898 $ |
Balance at December 31,2019 | Footnote |
|---|---|---|---|---|---|---|
~96~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of accounts payable December 31, 2019
Expressed in thousands of TWD
| Client name Description 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. Evergreen International Corporation Evergreen International Storage and Transport Corporation Everport Terminal Services Inc. Others |
Amount Footnote 325,037 $ 316,257 397,923 1,152,702 912,504 265,600 3,370,023 74,747 41,725 17,046 86,796 62,885 283,199 3,653,222 $ 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. |
Footnote |
|---|---|---|
~97~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of other payables December 31, 2019
Expressed in thousands of TWD
==> picture [483 x 15] intentionally omitted <==
----- Start of picture text -----
Item Description Amount Footnote
----- End of picture text -----
| Other payables Accrued expenses Interest payable Payable on equipment |
915,408 $ 186,387 103,107 2,501 1,207,403 $ |
|---|---|
(blank part below)
~98~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of other current liabilities
December 31, 2019
Expressed in thousands of TWD
| 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 Shipping Agency (Vietnam) Corporation Others Evergreen Marine (Singapore) Pte Ltd. Evergreen Marine (Hong Kong) Ltd. Greencompass Marine S.A. Italia Marittima S.p.A Base station revenue Withholding tax |
Amount Footnote 1) 75,997 $ 233,639 118,424 68,694 112,535 2) 609,289 214,242 318,823 409,522 133,319 1,075,906 36 6,950 8,584,919 10,277,100 $ 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 retranslation 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 |
Footnote |
|---|---|---|---|
~99~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of corporate bonds payable December 31, 2019
Expressed in thousands of TWD
Amount Unamortised Issuance Interest Rate Repayment Balance at Premiums Bonds Name Trustee Date Payment Date (%) Total Amount paid December 31, 2019 (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. Note 1 : Please refer to Note 6(13) 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, Note 1 : Please refer to Note 6(13) for details of principal repayment and interest payment.
Note 3 : Except for conversion, proceeds and redemption, the principal of the Bonds shall be repaid in lump sum at maturity
Note 1 : Please refer to Note 6(13) for details of principal repayment and interest payment.
Note 4 : The Bonds are secured and are guaranteed by First Commercial Bank.
~100~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of long-term loans December 31, 2019
Expressed in thousands of TWD
| 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 Bank of China Bank of China Bank SinoPac The Export-Import Bank of the Republic of China Taipei Star BankBank of Taiwan Jih Sun International Bank Yuanta Commercial Bank (Previous name refer to Ta Chong Commercial Bank) E.Sun Commercial Bank Agricultural Bank of T aiwan Land Bank of Taiwan |
Description Secured bank loans 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Unsecured bank loans 〃〃〃〃〃〃 |
Amount 1,600,000 $ 688,312 1,780,137 1,897,309 1,855,780 1,023,895 954,864 1,360,335 733,489 1,648,704 802,118 812,146 723,775 1,214,102 858,391 856,334 734,085 783,120 200,000 600,000 500,000 1,500,000 300,000 700,000 400,000 |
Term ofContract 104.12.28~109.12.28 102.11.19~111.11.19 103.01.15~112.10.14 104.01.09~112.10.14 104.04.15~112.10.14 105.03.28~116.03.28 108.10.23~115.09.25 102.04.22~114.04.22 107.08.31~114.06.28 101.01.04~115.03.20 107.08.31~114.03.31 107.11.30~114.09.28 105.09.23~114.12.28 102.04.30~109.04.30 105.06.29~115.06.29 107.04.19~115.06.29 107.04.17~114.03.02 107.04.20~115.04.20 107.01.23~110.01.23 104.12.28~109.12.28 107.08.02~110.03.29 107.05.30~112.05.30 107.07.26~110.07.26 104.12.29~109.12.29 104.12.28~109.11.23 |
Rate(%) 1.23% 1.5% 1.58% 1.58% 1.58% 1.37% 1.59% 2.91% 1.39% 2.86% 1.5% 1.5% 1.34% 2.84% 1.34% 1.34% 1.39% 1.37% 1.2% 1.29% 1.25% 1.23% 1.14% 1.29% 1.34% |
Collateral Minsheng Building Loading and unloading equipment Ships 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃None 〃〃〃〃〃〃 |
Footnote |
|---|---|---|---|---|---|---|
| Including foreign loans Including foreign loans Including foreign loans |
~101~
Evergreen Marine Corporation (Taiwan) Ltd. - Statement of long term loans(continue)
December 31, 2019
Expressed in thousands of TWD
| Creditor Description O-Bank Unsecured bank loans Taiwan Business Bank 〃Cathay United Bank 〃Taiwan Cooperative Bank 〃The Export-Import Bank of the Republic of China 〃First Commercial Bank 〃Hua Nan Commercial Bank 〃Chang Hwa Commercial Bank 〃Cathay United Bank 〃Taishin International Bank Commercial paper Chang Hwa Commercial Bank Container secured bank loans Taiwan Cooperative Bank 〃Bank of Taiwan 〃Chang Hwa Commercial Bank 〃Add: Unrealised losses Less: Deferred expenses - hosting fee credit Less: current portion Non-current portion |
Amount 1,000,000 $ 1,000,000 1,500,000 500,000 400,000 1,250,000 300,000 1,500,000 1,000,000 2,550,000 766,882 444,000 1,000,000 630,000 38,367,778 49,713 13,687) ( 38,403,804 8,584,919) ( 29,818,885 $ |
Term ofContract 105.05.24~110.05.24 107.12.20~112.12.20 107.12.12~112.12.12 105.12.12~110.12.12 107.09.28~110.09.28 108.04.18~111.04.18 108.08.15~113.08.15 107.02.09~114.02.09 108.12.03~113.12.03 105.08.26~112.05.15 108.10.24~115.10.24 103.05.20~110.05.20 108.01.29~115.01.29 108.10.24~115.10.24 |
Rate(%) 1.34% 1.23% 1.23% 1.4% 1.13% 1.2% 1.19% 1.22% 1.18% 1.14%~1.24% 1.22% 1.5% 1.29% 1.22% 1.13-2.91 |
Collateral None 〃〃〃〃〃〃〃〃〃〃〃〃〃 |
Footnote |
|---|---|---|---|---|---|
~102~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of lease liabilities
December 31, 2019
Expressed in thousands of TWD
| Term of Contract | Balance at | |||
|---|---|---|---|---|
| Item (year) |
Discount Rate(%) | December 31,2019 | ||
| Land | 14~15 | 1.4950% | $ | 1,950,878 |
| Buildings | 3 | 1.2317% | 89,110 | |
| Ships | 6~19 | 2.7710~3.5688% | 20,188,942 |
|
| Total | $ | 22,228,930 |
Note : Please refer to Note 6(9) for details of lease liabilities.
(blank part below)
~103~
Evergreen Marine Corporation (Taiwan) Ltd. Statement of labor, depreciation and amortisation by function For the year ended December 31, 2019
Expressed in thousands of TWD
==> picture [757 x 181] intentionally omitted <==
----- Start of picture text -----
By function Year ended December 31, 2019 Year ended December 31, 2018
Classified as Classified as Classified as Classified as
Total Total
By nature Operating Costs Operating Expenses Operating Costs Operating Expenses
Employee benefit expense
Wages and salaries $ 818,277 $ 1,454,094 $ 2,272,371 $ 660,115 $ 1,080,419 $ 1,740,534
Labor and health insurance fees 50,914 124,807 175,721 41,050 90,804 131,854
Pension costs 35,496 78,031 113,527 28,191 55,250 83,441
'
Directors remuneration - 9,074 9,074 - 9,303 9,303
Other personnel expenses 53,501 63,744 117,245 42,180 49,954 92,134
Total 958,188 1,729,750 2,687,938 771,536 1,285,730 2,057,266
Depreciation expenses 4,688,609 105,278 4,793,887 1,996,682 36,279 2,032,961
-
Amortisation expenses 16,458 16,458 10,323 10,249 20,572
----- End of picture text -----
Note :
-
As of December 31, 2019 and 2018, the Company had 1,852 and 1,776 employees, respectively. There were 7 non-employee directors for both years.
-
Average employee benefit expense for the years ended December 31, 2019 and 2018 were NT$1,452 thousand and NT$1,158 thousand, respectively.
-
Average wages and salaries for the years ended December 31, 2019 and 2018 were NT$1,232 thousand and NT$984 thousand, respectively. The average salary and bonus increased by 25.20% year over year.
~104~
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019
| Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December 31, 2019 |
|||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 1 | Expressed in thousands of TWD (Except as otherwise indicated) |
||||||||||||||||
| Number (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during the year ended December 31, 2019 (Note 3) |
Balance at December 31, 2019 (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 | 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 | 65,877 $ |
63,027 $ |
60,026 $ |
2.80275~ 2.90475 |
2 | - $ |
Working capital requirement |
- $ |
None | - $ |
5,324,819 $ |
13,312,047 $ |
|
| 1 | Peony Investment S.A. |
Clove Holding Ltd. | Receivables from related parties |
Yes | 903,456 | 774,335 | 759,329 | 2.70800~ 2.88513 |
2 | - | Working capital requirement |
- | None | - | 10,649,638 | 13,312,047 | |
| 2 | Clove Holding Ltd. | Whitney Equipment LLC. |
Receivables from related parties |
Yes | 94,818 | - | - | - | 2 | - | Working capital requirement |
- | None | - | 1,091,584 | 1,364,480 | |
| 2 | Clove Holding Ltd. | Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 558,386 | 534,231 | 534,231 | 2.80800~ 2.89200 |
2 | - | Working capital requirement |
- | None | - | 545,792 | 1,364,480 | |
| 3 | Evergreen Marine (Hong Kong) Ltd. |
Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 125,637 | 120,202 | 120,202 | 2.80800~ 3.50438 |
2 | - | Working capital requirement |
- | None | - | 970,872 | 1,941,744 |
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, 2019
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 887,08530.013020%=5,324,819
Clove Holding Ltd. : USD 90,926 30.013020%=545,792
Evergreen Marine (Hong Kong) Ltd. : USD 161,74230.013020%=970,872
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 : USD887,08530.013040%= 10,649,638
Clove Holding Ltd. : USD90,92630.013040%= 1,091,584
-
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. Evergreen Marine (Hong Kong) Ltd. : USD 161,74230.013040%=1,941,744
-
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 887,08530.013050%=13,312,047
Clove Holding Ltd. : USD 90,92630.013050%=1,364,480
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, 2019
Table 2
Expressed in thousands of TWD
| 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, 2019 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2019 (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 | 140,091,559 $ |
50,948,939 $ |
50,948,939 $ |
27,206,575 $ |
- $ |
72.74% | 175,114,448 $ |
Y | N | N | |
| 0 | Evergreen Marine Corporation |
Peony Investment S.A. | 2 | 140,091,559 | 158,030 | 150,065 | - | - | 0.21% | 175,114,448 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (UK) Limited | 2 | 140,091,559 | 36,968,619 | 33,761,794 | 29,402,635 | - | 48.20% | 175,114,448 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Whitney Equipment LLC. | 2 | 140,091,559 | 158,312 | 103,195 | 65,965 | - | 0.15% | 175,114,448 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Colon Container Terminal S.A. | 6 | 35,022,890 | 2,300,917 | 2,300,196 | 2,184,946 | - | 3.28% | 175,114,448 | N | N | N | |
| 0 | Evergreen Marine Corporation |
Balsam Investment (Netherlands) N.V. |
6 | 35,022,890 | 929,216 | 882,382 | 830,910 | - | 1.26% | 175,114,448 | N | N | N | |
| 0 | Evergreen Marine Corporation |
Everport Terminal Services Inc. | 2 | 140,091,559 | 2,630,781 | 2,630,781 | 1,163,602 | - | 3.76% | 175,114,448 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (Hong Kong) Ltd. |
2 | 140,091,559 | 33,248,483 | 33,248,483 | 17,909,502 | - | 47.47% | 175,114,448 | Y | N | N |
Evergreen Marine Corporation (Taiwan) Ltd.
Table 2
Provision of endorsements and guarantees to others For the year ended December 31, 2019
Expressed in thousands of TWD
| 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, 2019 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2019 (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 | 9,708,722 $ |
38,357 $ |
35,869 $ |
4,882 $ |
- $ |
0.74% | 12,135,903 $ |
Y | N | Y | |
| 1 | Evergreen Marine (Hong Kong) Ltd. |
Colon Container Terminal S.A. | 6 | 2,427,181 | 517,706 | 491,613 | 491,613 | - | 10.13% | 12,135,903 | N | N | N |
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: 70,045,779*250% = 175,114,448
Limit on endorsement or guarantees provided by the Company for a single entity is $35,022,890 (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 $140,091,559.)
-
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 161,74230.013250% = 12,135,903
Limit on endorsements or guarantees provided for a single entity : USD 161,74230.01350% = 2,427,181
-
(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 $9,708,722.)
-
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, 2019
Table 3
Expressed in thousands of shares/thousands of TWD/thousands of foreign currency
| (Except | (Except | (Except | (Except | as otherwise indicated) | ||||
|---|---|---|---|---|---|---|---|---|
| Securities held by | Marketable securities (Note 1) | Relationship with the securities issuer (Note 2) |
Genearl ledger account | As of December 31, 2019 | 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 | 5,253 | 1.44% | 5,253 | |||
| TopLogis, Inc. | 〃 | 2,464 | 28,503 | 17.48% | 28,503 | |||
| Ever Accord Construction Corp. | Other related party | 〃 | 10,500 | 125,921 | 17.50% | 125,921 | ||
| Central Reinsurance Corp. | 〃 | 49,866 | 989,849 | 8.45% | 989,849 | |||
| 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 252 | 7.50% | USD 252 | ||
| South Asia Gateway Terminals (Private) Ltd. | 〃 | 18,942 | USD 18,500 | 5.00% | USD 18,500 | |||
| 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.
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, 2019
| Table 4 | Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
Expressed in thousands of TWD/thousands of foreign currency (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 | $ 1,311,928 | 3% | 30~60 days | $ - | - | ($ 86,796) | 2% | |
| Greencompass Marine S.A. | Subsidiary | Purchases | 1,950,986 | 4% | 30~60 days | - | - | ( 191) | - | ||
| Sales | 2,553,434 | 6% | 30~60 days | - | - | 11,594 | - | ||||
| Taiwan Terminal Services Co., Ltd. | Subsidiary | Purchases | 857,235 | 2% | 30~60 days | - | - | ( 74,747) | 2% | ||
| Italia Marittima S.p.A. | Associates | Purchases | 262,779 | 1% | 30~60 days | - | - | - | - | ||
| Sales | 356,295 | 1% | 30~60 days | - | - | 44,561 | 1% | ||||
| Evergreen International Storage and Transport Corp. |
Associates | Purchases | 409,054 | 1% | 30~60 days | - | - | ( 17,046) | - | ||
| Evergreen Shipping Agency (America) Corporation |
Other related parties | Purchases | 387,580 | 1% | 30~60 days | - | - | - | - | ||
| Evergreen International Corp. | Other related parties | Purchases | 681,428 | 2% | 30~60 days | - | - | ( 41,725) | 1% | ||
| Evergreen Marine (UK) Limited | Subsidiary | Purchases | 447,975 | 1% | 30~60 days | - | - | ( 9,941) | - | ||
| Sales | 756,168 | 2% | 30~60 days | - | - | 10,796 | - | ||||
| Evergreen Marine (Singapore) Pte. Ltd. | Other related parties | Purchases | 346,574 | 1% | 30~60 days | - | - | ( 7,277) | - | ||
| Sales | 1,777,185 | 4% | 30~60 days | - | - | 17,214 | 1% | ||||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary | Purchases | 686,310 | 2% | 30~60 days | - | - | - | - | ||
| Sales | 450,977 | 1% | 30~60 days | - | - | 3,569 | - | ||||
| Evergreen International S.A.(EIS) | Other related parties | Sales | 352,427 | 1% | 30~60 days | - | - | 860 | - |
| 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 | $ 830,410 | 2% | 30~60 days | $ - | - | $ - | - | |
| Evergreen Shipping Agency (Japan) Corporation (EGJ) |
Other related parties | Purchases | 105,148 | - | 30~60 days | - | - | - | - | ||
| Taipei Port Container Terminal Corp. | Associates | Purchases | 156,550 | - | 30~60 days | - | - | - | - | ||
| Taiwan Terminal Services Co.,Ltd. |
Evergreen Marine Corp. | The parent | Sales | 857,235 | 100% | 30~60 days | - | - | 74,747 | 100% | |
| Everport Terminal Services Inc. | Evergreen Marine Corp. | The parent | Sales | USD 42,443 |
10% | 30~60 days | - | - | 2,892 USD |
9% | |
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | USD 99,579 |
23% | 30 days | - | - | 6,223 USD |
19% | ||
| Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 63,053 |
15% | 30 days | - | - | 3,015 USD |
9% | ||
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | USD 80,963 |
19% | 30 days | - | - | 4,897 USD |
15% | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | USD 33,074 |
8% | 30 days | - | - | 2,453 USD |
8% | ||
| Evergreen Marine (Hong Kong) Ltd. |
Evergreen Marine Corp. | The parent | Sales | USD 22,203 |
3% | 30~60 days | - | - | - | - | |
| Purchases | USD 14,590 |
2% | 30~60 days | - | - | 119) (USD |
- | ||||
| Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 38,304 |
5% | 30~60 days | - | - | - | - | ||
| Purchases | USD 20,596 |
3% | 30~60 days | - | - | - | - | ||||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | USD 9,287 |
1% | 30~60 days | - | - | - | - | ||
| Purchases | USD 27,787 |
4% | 30~60 days | - | - | 1,393 USD |
- | ||||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | USD 42,980 |
5% | 30~60 days | - | - | - | - | ||
| Purchases | USD 6,585 |
1% | 30~60 days | - | - | 151) (USD |
- | ||||
| Evergreen International Corp. | Investee of the Parent Company's major shareholder |
Sales | USD 11,032 |
1% | 30~60 days | - | - | 973 USD |
- | ||
| Purchases | USD 19,960 |
3% | 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 (Hong Kong) Ltd. |
Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | USD 17,438 |
2% | 30~60 days | $ - | - | 31 USD |
- | |
| Purchases | USD 84,825 |
11% | 30~60 days | - | - | 252) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | USD 33,074 |
4% | 30 days | - | - | 2,453) (USD |
- | ||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | USD 6,875 |
1% | 30~60 days | - | - | 1) (USD |
- | ||
| Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | USD 5,350 |
1% | 30~60 days | - | - | 571) (USD |
- | ||
| Master International Shipping Agency Co., Ltd. |
Indirect subsidiary of the Parent Company |
Purchases | USD 33,253 |
4% | 30~60 days | - | - | 3,536) (USD |
- | ||
| Greencompass Marine S.A. | Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | USD 44,749 |
2% | 30~60 days | - | - | 387 USD |
- | |
| Purchases | USD 28,893 |
1% | 30~60 days | - | - | 1,074) (USD |
- | ||||
| Evergreen Marine Corp. | The parent | Sales | USD 63,118 |
2% | 30~60 days | - | - | 6 USD |
- | ||
| Purchases | USD 82,608 |
3% | 30~60 days | - | - | 386) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | USD 63,053 |
2% | 30 days | - | - | 3,015) (USD |
1% | ||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | USD 91,804 |
3% | 30~60 days | - | - | 975 USD |
- | ||
| Purchases | USD 27,730 |
1% | 30~60 days | - | - | 669) (USD |
- | ||||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | USD 22,637 |
1% | 30~60 days | - | - | - | - | ||
| Purchases | USD 37,889 |
1% | 30~60 days | - | - | - | - | ||||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | USD 16,815 |
1% | 30~60 days | - | - | - | - | ||
| Evergreen International Corp. | Investee of the Parent Company's major shareholder |
Purchases | USD 13,295 |
- | 30~60 days | - | - | - | - | ||
| Evergreen Shipping Agency (Japan) | Investee of the Parent Company's major shareholder |
Purchases | USD 7,458 |
- | 30~60 days | - | - | - | - | ||
| Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | USD 12,189 |
- | 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 Marine Co. (Malaysia) SDN.BHD. |
Indirect subsidiary of the Parent Company |
Purchases | USD 5,313 |
- | 30~60 days | $ - | - | - | - | |
| Evergreen Insurance Company Limited | Investee of the Parent Company's major shareholder |
Purchases | USD 5,546 |
- | 30~60 days | - | - | 1,047) (USD |
- | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | USD 20,596 |
1% | 30~60 days | - | - | - | - | ||
| Purchases | USD 38,304 |
1% | 30~60 days | - | - | - | - | ||||
| Evergreen Shipping Agency (Thailand) Co., Ltd. |
Indirect subsidiary of the Parent Company |
Purchases | USD 3,649 |
- | 30~60 days | - | - | 311) (USD |
- | ||
| Evergreen Shipping Agency (Vietnam) Corp. |
Indirect subsidiary of the Parent Company |
Purchases | USD 3,944 |
- | 30~60 days | - | - | 284) (USD |
- | ||
| Evergreen Marine (UK) Limited | Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 28,893 |
2% | 30~60 days | - | - | 1,074 USD |
- | |
| Purchases | USD 44,749 |
3% | 30~60 days | - | - | 387) (USD |
- | ||||
| Evergreen Marine Corp. | The Parent | Sales | USD 14,493 |
1% | 30~60 days | - | - | 331 USD |
- | ||
| Purchases | USD 24,463 |
2% | 30~60 days | - | - | 360) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | USD 80,963 |
6% | 30 days | - | - | 4,897) (USD |
3% | ||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | USD 4,544 |
- | 30~60 days | - | - | 931 USD |
1% | ||
| Purchases | USD 8,943 |
1% | 30~60 days | - | - | 2) (USD |
- | ||||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | USD 28,806 |
2% | 30~60 days | - | - | 679 USD |
1% | ||
| Purchases | USD 10,798 |
1% | 30~60 days | - | - | 511) (USD |
- | ||||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | USD 23,399 |
2% | 30~60 days | - | - | - | - | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | USD 84,825 |
6% | 30~60 days | - | - | 252 USD |
- | ||
| Purchases | USD 17,438 |
1% | 30~60 days | - | - | 31) (USD |
- | ||||
| Evergreen International Corporation | Investee of the Parent Company's major shareholder |
Purchases | USD 4,970 |
- | 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 Insurance Company Limited | Investee of the Parent Company's major shareholder |
Purchases | USD 3,464 |
- | 30~60 days | $ - | - | - | - | |
| Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | USD 4,864 |
- | 30~60 days | - | - | - | - | ||
| Evergreen Heavy Industrial Corp.(Malaysia) Berhad |
Gaining Enterprise S.A. | Investee of EITC | Sales | MYR 255,110 |
100% | 45 days | - | - | 40,919 MYR |
100% | |
| Evergreen Shipping Agency (Europe) GmbH |
Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | EUR 10,889 |
28% | 30~60 days | - | - | - | - | |
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | EUR 4,345 |
11% | 30~60 days | - | - | - | - | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | EUR 4,779 |
12% | 30~60 days | - | - | 571 EUR |
1% | ||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | EUR 12,011 |
30% | 30~60 days | - | - | 1,278 EUR |
3% | ||
| Evergreen Marine Co. (Malaysia) SDN.BHD. |
Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 5,313 |
26% | 30~60 days | - | - | - | - | |
| Evergreen Shipping Agency (Thailand) Co., Ltd. |
Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 3,649 |
38% | 30~60 days | - | - | 311 USD |
3% | |
| Evergreen Shipping Agency (Vietnam) Corp. |
Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | USD 3,944 |
32% | 30~60 days | - | - | 284 USD |
5% | |
| Master International Shipping Agency Co. Ltd. |
Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | CNY 229,922 |
100% | 30~60 days | - | - | 24,704 CNY |
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, 2019
| December 31, 2019 | December 31, 2019 | December 31, 2019 | December 31, 2019 | December 31, 2019 | |||||
|---|---|---|---|---|---|---|---|---|---|
| Table 5 | Expressed in thousands of TWD/thousands of foreign currency (Except as otherwise indicated) |
||||||||
| Creditor | Counterparty | Relationship with the counterparty |
Balance as at December 31, 2019 (Note 1) |
Turnover rate | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
Footnote | |
| Amount | Action taken | ||||||||
| Clove Holding Ltd. | Colon Container Terminal, S.A. | Investee of Clove Holding Ltd. accounted for using equity method |
USD 17,990 | - | - $ |
- | - $ |
- $ |
|
| Evergreen Heavy Industrial Corp. (Malaysia) Berhad |
Gaining Enterprise S.A. | Investee of EITC | MYR 40,919 | - | - | - | MYR 40,919 | - | |
| Peony Investment S.A. | Clove Holding Ltd. | Subsidiary | USD 25,490 | - | - | - | - | - | |
| Everport Terminal Services Inc. | Evergreen Marine (UK) Limited | Indirectly subsidiary of the Parent Company |
USD 4,897 | - | - | - | USD 4,467 | - | |
| Everport Terminal Services Inc. | Evergreen Marine (Singapore) Pte. Ltd. | Other related party | USD 6,223 | - | - | - | USD 5,676 | - | |
| Evergreen Marine (Hong Kong) Ltd. | Colon Container Terminal, S.A. | Investee of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
USD 4,069 | - | - | - | - | - |
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, 2019
Expressed in thousands of TWD
Table 6
(Except as otherwise indicated)
| Table 6 | Expressed in thousands of TWD (Except as otherwise indicated) |
Expressed in thousands of TWD (Except as otherwise indicated) |
Expressed in thousands of TWD (Except as otherwise indicated) |
Expressed in thousands of TWD (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 0 1 1 1 2 2 2 2 2 2 2 |
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 Evergreen Marine Corporation 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 Marine (UK) Limited |
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 Shipping Agency (Europe) GmbH Evergreen Marine (UK) Limited Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Greencompass Marine S.A. Greencompass Marine S.A. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Shipping Agency (Europe) GmbH Everport Terminal Services Inc. |
1 1 1 1 1 1 1 1 1 1 1 1 3 3 3 3 3 3 3 3 3 3 |
Operating cost Shipowner's account - credit 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 Shipowner's account - debit Operating cost Operating cost Operating revenue Operating cost Operating revenue Operating cost Shipowner's account - credit Operating cost Operating cost |
857,235 $ 409,522 2,553,434 1,950,986 770,731 756,168 447,975 318,823 450,977 686,310 1,311,928 131,820 131,325 1,183,973 1,948,991 893,081 1,383,212 2,621,964 539,021 116,961 150,359 2,502,580 |
Note 4 " " " " " " " " " " " " " " " " " " " " " |
0.45 0.13 1.34 1.02 0.25 0.40 0.24 0.10 0.24 0.36 0.69 0.04 0.04 0.62 1.02 0.47 0.73 1.38 0.28 0.04 0.08 1.31 |
| Number (Note 1) |
Company name | Counterparty | Relationship (Note 2) | Transaction | Transaction | Transaction | Transaction |
|---|---|---|---|---|---|---|---|
| General ledger account | Amount | Transaction terms | Percentage of consolidated total operating revenues or total assets (Note 3) |
||||
| 3 3 3 4 5 5 6 7 8 8 8 8 8 9 10 |
Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Master International Shipping Agency Co., Ltd. Master International Shipping Agency Co., Ltd. Evergreen Shipping Agency (Thailand) 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 Evergreen Shipping Agency (Europe) GmbH Evergreen Marine Corp. (Malaysia) SDN BHD Evergreen Shipping Agency (Vietnam) Corp. |
Greencompass Marine S.A. Greencompass Marine S.A. Everport Terminal Services Inc. Evergreen Marine (UK) Limited Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Greencompass Marine S.A. Clove Holding Ltd. Greencompass Marine S.A. Greencompass Marine S.A. Evergreen Marine (UK) Limited Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Greencompass Marine S.A. Greencompass Marine S.A. |
3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 |
Operating cost Shipowner's account - credit Operating cost Account receivables Operating revenue Account receivables Operating revenue Other receivables Operating revenue Shipowner's account - debit Shipowner's account - credit Operating revenue Shipowner's account - credit Operating revenue Operating revenue |
636,615 $ 591,699 1,022,321 146,987 1,027,114 106,119 112,806 765,019 376,761 254,147 145,076 165,358 244,451 164,218 121,904 |
Note 4 " " " " " " " " " " " " " " |
0.33 0.19 0.54 0.05 0.54 0.03 0.06 0.25 0.20 0.08 0.05 0.09 0.08 0.09 0.06 |
-
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.
Information on investees (not including investee company of Mainland China)
For the year ended December 31, 2019
Table 7
Expressed in thousands of shares/thousands of TWD
| Investor | Investee (Note 1、Note 2) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2019 | Shares held as of December 31, 2019 | Shares held as of December 31, 2019 | Net profit (loss) of the investee For the year ended December 31, 2019 (Note 2(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2019 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2019 |
Balance as of December 31, 2018 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Evergreen Marine Corp. | Peony Investment S.A. | Republic of Panama |
Investment activities | 14,301,195 $ |
14,301,195 $ |
4,765 | 100.00 | 26,519,504 $ |
1,603,401) ($ |
1,550,830) ($ |
Subsidiary of the Company (Note) |
| Taiwan Terminal Services Co., Ltd. | Taiwan | Loading and discharging operations of container yards |
55,000 | 55,000 | 5,500 | 55.00 | 54,526 | 12,247 | 6,736 | 〃(Note) | |
| Everport Terminal Services Inc. | U.S.A | Terminal services | 3,001 | 3,001 | 1 | 94.43 | 1,703,680 | 747,660 | 706,006 | 〃(Note) | |
| Evergreen Marine (Hong Kong) Ltd. | Hong Kong | Marine transportation | 6,283,222 | 6,283,222 | 6,320 | 79.00 | 7,212,594 | 266,135 | 210,247 | 〃(Note) | |
| Evergreen Shipping Agency (Israel) Ltd. | Israel | Shipping agency | 9,103 | - | 1,062 | 59.00 | 21,213 | 20,617 | 12,164 | 〃(Note) | |
| Charng Yang Development Co.,Ltd. | Taiwan | Development, rental, sale of residential and commercial buildings |
320,000 | 320,000 | 58,542 | 40.00 | 553,210 | 177,382 | 70,953 | 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 | 9,039,677 | 838,194 | 339,762 | 〃 | |
| Evergreen Security Corporation | Taiwan | General security guards services | 25,000 | 25,000 | 6,336 | 31.25 | 113,705 | 43,185 | 13,495 | 〃 | |
| EVA Airways Corporation | Taiwan | International passengers and cargo transportation |
11,276,823 | 10,767,879 | 776,541 | 16.00 | 11,399,909 | 3,982,467 | 641,590 | 〃 | |
| Taipei Port Container Terminal Corporation |
Taiwan | Container distribution and cargo stevedoring |
1,094,073 | 1,094,073 | 109,378 | 21.03 | 1,083,116 | 269,933 | 56,778 | 〃 | |
| Evergreen Marine (Latin America), S.A. | Republic of Panama |
Management consultancy | 3,151 | 3,151 | 105 | 17.50 | 3,383 | 1,365 | 239 | 〃 | |
| VIP Greenport Joint Stock Company | Vietnam | Terminal services | 178,750 | 178,750 | 13,750 | 21.74 | 277,274 | 174,369 | 37,906 | 〃 | |
| Peony Investment S.A. | Clove Holding Ltd. | British Virgin Islands |
Investment holding company | 1,577,161 | 1,577,161 | 10 | 100.00 | 2,728,960 | 43,543 | 43,543 | Indirect subsidiary of the Company (Note) |
| Evergreen Shipping Agency (Europe) GmbH |
Germany | Shipping agency | 249,588 | 249,588 | - | 100.00 | 292,941 | 14,966 | 14,966 | 〃(Note) | |
| Evergreen Shipping Agency (Korea) Corporation |
South Korea | Shipping agency | 72,812 | 72,812 | 121 | 100.00 | 50,507 | 18,113 | 18,113 | 〃(Note) | |
| Greencompass Marine S.A. | Republic of Panama |
Marine transportation | 10,609,596 | 10,609,596 | 3,535 | 100.00 | 13,831,622 | 1,400,706) ( |
1,400,706) ( |
〃(Note) | |
| Evergreen Shipping Agency (India) Pvt. Ltd. |
India | Shipping agency | 35,316 | 35,316 | 100 | 99.99 | 190,302 | 55,763 | 55,762 | 〃(Note) | |
| Evergreen Argentina S.A. | Argentina | Leasing | 4,202 | 4,202 | 150 | 95.00 | 51,311 | 3,960) ( |
3,762) ( |
〃(Note) |
| Investor | Investee (Note 1、Note 2) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2019 | Shares held as of December 31, 2019 | Shares held as of December 31, 2019 | Net profit (loss) of the investee For the year ended December 31, 2019 (Note 2(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2019 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2019 |
Balance as of December 31, 2018 |
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 |
235,330 $ |
235,330 $ |
17 | 95.03 | 576,208 $ |
128,162 $ |
121,793 $ |
Indirect subsidiary of the Company (Note) |
| PT. Multi Bina Transport | Indonesia | Container repair, cleaning and inland transportation |
24,139 | 24,139 | 2 | 17.39 | 14,828 | 1,321 | 230 | 〃(Note) | |
| Evergreen Heavy Industrial Corp. (Malaysia) Berhad |
Malaysia | Container manufacturing | 819,200 | 819,200 | 42,120 | 84.44 | 955,957 | 44,552) ( |
37,620) ( |
〃(Note) | |
| Armand Investment (Netherlands) N.V. | Curacao | Investment holding company | 345,525 | 345,525 | 4 | 70.00 | 340,034 | 23,010 | 16,107 | 〃(Note) | |
| Evergreen Shipping (Spain) S.L. | Spain | Shipping agency | 202,447 | 202,447 | 6 | 100.00 | 228,655 | 139,040 | 139,040 | 〃(Note) | |
| Evergreen Shipping Agency (Italy) S.p.A. |
Italy | Shipping agency | 70,591 | 70,591 | 0.55 | 55.00 | 72,216 | 39,933 | 21,963 | 〃(Note) | |
| Evergreen Marine (UK) Limited | U.K | Marine transportation | 4,024,823 | 4,024,823 | 765 | 51.00 | 799,778 | 1,392,268) ( |
710,056) ( |
〃(Note) | |
| Evergreen Shipping Agency (Australia) Pty. Ltd. |
Australia | Shipping agency | 51,274 | 51,274 | 1 | 100.00 | 125,096 | 121,265 | 121,265 | 〃(Note) | |
| Evergreen Shipping Agency (Russia) Ltd. |
Russia | Shipping agency | 25,451 | 25,451 | - | 51.00 | 22,836 | 75,981 | 38,750 | 〃(Note) | |
| Evergreen Shipping Agency (Thailand) Co., Ltd. |
Thailand | Shipping agency | 67,319 | 67,319 | 680 | 85.00 | 77,943 | 47,296 | 40,202 | 〃(Note) | |
| Evergreen Agency (South Africa) (Pty) Ltd. |
South Africa | Shipping agency | 17,438 | 17,438 | 5,500 | 55.00 | 95,275 | 94,673 | 52,070 | 〃(Note) | |
| Evergreen Shipping Agency (Vietnam) Corp. |
Vietnam | Shipping agency | 36,946 | 36,946 | - | 100.00 | 347,219 | 188,456 | 188,456 | 〃(Note) | |
| PT. Evergreen Shipping Agency Indonesia |
Indonesia | Shipping agency | 29,203 | 29,203 | 0.441 | 49.00 | 114,346 | 95,005 | 46,553 | Investee company of Peony accounted for using equity method |
|
| Luanta Investment (Netherlands) N.V. | Curaçao | Investment holding company | 1,426,796 | 1,426,796 | 460 | 50.00 | 1,884,647 | 5,391) ( |
2,695) ( |
〃 | |
| Balsam Investment (Netherlands) N.V. | Curaçao | Investment holding company | 12,536,023 | 11,800,704 | 0.451 | 49.00 | 525,226 | 1,626,212) ( |
796,844) ( |
〃 | |
| Green Peninsula Agencies SDN. BHD. | Malaysia | Investment holding company | - | 217,744 | - | - | - | - | - | 〃 | |
| Evergreen Shipping Agency Co. (U.A.E.) LLC |
United Arab Emirates |
Shipping agency | 62,487 | 62,487 | - | 49.00 | 101,804 | 132,073 | 64,716 | 〃 | |
| Greenpen Properties Sdn. Bhd. | Malaysia | Renting estate and storehouse company |
12,787 | 12,787 | 1,500 | 30.00 | 37,814 | 18,576 | 5,573 | 〃 | |
| Evergreen Marine Corp. (Malaysia) SDN.BHD. |
Malaysia | Shipping agency | 282,548 | 282,548 | 500 | 100.00 | 858,959 | 276,583 | 276,583 | Indirect subsidiary of the Company (Note) |
|
| Evergreen Marine (Hong Kong) Ltd. | Hong Kong | Marine transportation | 79,534 | 79,534 | 80 | 1.00 | 91,299 | 266,135 | 2,661 | Investee company of Peony accounted for using equity method |
| Investor | Investee (Note 1、Note 2) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2019 | Shares held as of December 31, 2019 | Shares held as of December 31, 2019 | Net profit (loss) of the investee For the year ended December 31, 2019 (Note 2(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2019 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2019 |
Balance as of December 31, 2018 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Peony Investment S.A. | Ics Depot Services Snd. Bhd. | Malaysia | Depot services | 33,434 $ |
33,434 $ |
286 | 28.65 | 69,208 $ |
46,292 $ |
13,261 $ |
Investee company of Peony accounted for using equity method |
| Armand Investment (Netherlands ) N.V. |
Armand Estate B.V. | Netherlands | Investment holding company | 508,298 | 508,298 | 0.045 | 100.00 | 490,501 | 23,988 | 23,988 | Indirect subsidiary of the Company (Note) |
| Armand Estate B.V. | Taipei Port Container Terminal Corporation |
Taiwan | Container distribution and cargo stevedoring |
506,019 | 506,019 | 50,602 | 9.73 | 500,311 | 269,933 | 26,265 | 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 | 686,097 | 686,097 | 22,860 | 40.00 | 2,590,094 | 26,450 | 10,580 | Investee company of Clove Holding Ltd. accounted for using equity method |
| Everport Terminal Services Inc. | U.S.A | Terminal services | 195,203 | 195,203 | 0.059 | 5.57 | 260,177 | 747,660 | 41,654 | Indirect subsidiary of the Company (Note) |
|
| Evergreen Marine (UK) Limited |
Evergreen Marine (Latin America), S.A. | Republic of Panama |
Management consultancy | 2,971 | 2,971 | 99 | 16.50 | 3,190 | 1,365 | 225 | Investee company of Evergreen Marine (UK) Limited accounted for using equity method |
| Everport Terminal Services Inc. |
Whitney Equipment LLC. | U.S.A | Equipment Leasing Company | 6,003 | 6,003 | - | 100.00 | 217,885 | 35,279 | 35,279 | Indirect subsidiary of the Company (Note) |
| PT. Multi Bina Pura International |
PT. Multi Bina Transport | Indonesia | Container repair cleaning and inland transportation |
99,085 | 99,085 | 8 | 72.95 | 62,204 | 1,321 | 963 | 〃(Note) |
| Evergreen Marine (Hong Kong) Limited |
Colon Container Terminal S.A. | Republic of Panama |
Inland container storage and loading | 468,203 | 468,203 | 5,144 | 9.00 | 603,206 | 26,450 | 2,381 | Investee company of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
| Evergreen Marine (Latin America), S.A. | Republic of Panama |
Management consultancy | 2,971 | 2,971 | 99 | 16.50 | 3,190 | 1,365 | 225 | 〃 | |
| Evergreen Shipping Service (Cambodia) Co., Ltd. |
Cambodia | Shipping agency | 6,003 | 6,003 | 200 | 100.00 | 36,772 | 31,689 | 31,689 | Indirect subsidiary of the Company (Note) |
| Investor | Investee (Note 1、Note 2) | Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2019 | Shares held as of December 31, 2019 | Shares held as of December 31, 2019 | Net profit (loss) of the investee For the year ended December 31, 2019 (Note 2(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2019 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2019 |
Balance as of December 31, 2018 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Evergreen Marine (Hong Kong) Limited |
Evergreen Shipping Agency (Peru) S.A.C. |
Peru | Shipping agency | 8,332 $ |
8,332 $ |
900 | 60.00 | 97,927 $ |
150,517 $ |
90,310 $ |
Indirect subsidiary of the Company (Note) |
| Evergreen Shipping Agency (Colombia) S.A.S |
Colombia | Shipping agency | 10,536 | 10,536 | 80 | 75.00 | 58,432 | 77,365 | 64,279 | 〃(Note) | |
| Evergreen Shipping Agency Mexico S.A. de C.V. |
Mexico | Shipping agency | 6,880 | 6,880 | 44 | 60.00 | 42,738 | 53,992 | 32,395 | 〃(Note) | |
| Evergreen Shipping Agency (Chile) SPA. |
Chile | Shipping agency | 9,568 | 9,568 | 2 | 60.00 | 47,642 | 70,786 | 42,472 | 〃(Note) | |
| Evergreen Shipping Agency (Greece) Anonimi Eteria |
Greece | Shipping agency | 8,112 | - | 2 | 60.00 | 17,828 | 16,438 | 9,863 | 〃(Note) | |
| Evergreen Shipping Agency (Israel) Ltd. | Isrrael | Shipping agency | 153 | - | 18 | 1.00 | 360 | 20,691 | 206 | 〃(Note) | |
| Evergreen Shipping Agency Lanka (Private) Ltd. |
Lanka | Shipping agency | 3,638 | - | 2,160 | 40.00 | 17,105 | 35,208 | 14,083 | Investee company of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
Note: This transaction was written off when the consolidated financial statements were prepared.
Note 1: If a public company is equipped with an overseas holding company and takes consolidated financial report as the main financial report according to the local law rules, it can only disclose the information of the overseas holding company about the disclosure of related overseas investee information.
Note 2: 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, 2019’ 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, 2019’ 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, 2019’ 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, 2019
| For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | For the year ended December 31, 2019 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Table 8 | Expressed in thousands of TWD | ||||||||||||
| 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, 2019 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2019 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2019 |
Net income (loss) of the investee for the year ended December 31, 2019 |
Ownership held by the Company (direct of indirect) (%) |
Investment income (loss) recognised by the Company. For the year ended December 31, 2019 (Note 2(2)B) |
Book value of investments in Mainland China as of December 31, 2019 |
Accumulted amount of investment income remitted back to Taiwan as of December 31, 2019 |
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 |
536,851 $ |
(2) | 214,938 $ |
- $ |
- $ |
214,938 $ |
161,561 $ |
40.00 | 64,624 $ |
322,754 $ |
- $ |
|
| Qingdao Evergreen Container Storage & Transportation Co., Ltd. |
Inland container transportation, storage, loading, discharging, repair, cleaning and related activities |
182,567 | (2) | 42,524 | - | - | 42,524 | 142,581 | 40.00 | 57,032 | 157,756 | - | |
| Kingtrans Intl. Logistics (Tianjin) Co., Ltd. |
Inland container transportation, storage, loading, discharging, repair, cleaning and related activities |
334,761 | (2) | 284,081 | - | - | 284,081 | 46,305 | 56.00 | 25,931 | 249,603 | - | |
| Ever Shine (Shanghai) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
1,866,381 | (2) | 2,444,870 | - | - | 2,444,870 | 14,167 | 80.00 | 64,538) ( |
3,165,041 | - | |
| Ever Shine (Ningbo) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
184,715 | (2) | 270,474 | - | - | 270,474 | 27 | 80.00 | 80 | 146,122 | - | |
| Ever Shine (Shenzhen) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
263,526 | (2) | 470,619 | - | - | 470,619 | 2,512 | 80.00 | 6,206) ( |
397,818 | - | |
| Ever Shine (Qingdao) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
213,668 | (2) | 383,638 | - | - | 383,638 | 3,140 | 80.00 | 243) ( |
241,530 | - |
| 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, 2019 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2019 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2019 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2019 |
Net income (loss) of the investee for the year ended December 31, 2019 |
Ownership held by the Company (direct of indirect) (%) |
Investment income (loss) recognised by the Company. For the year ended December 31, 2019 (Note 2(2)B) |
Book value of investments in Mainland China as of December 31, 2019 |
Accumulted amount of investment income remitted back to Taiwan as of December 31, 2019 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Master International Shipping Agency Co., Ltd. |
Shipping agency | 21,479 $ |
(2) | 82,860 $ |
630 $ |
- $ |
83,490 $ |
27,241 $ |
41.60 | 10,783 $ |
33,908 $ |
- $ |
|
| Company name Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2019 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. $ 4,194,634 $ 4,748,109 $ 44,156,908 |
|||||||||||||
| Company name | Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2019 |
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. | $ 4,194,634 | $ 4,748,109 | $ 44,156,908 |
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, 2019’ 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.