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EMC — Audit Report / Information 2020
Dec 21, 2020
52158_rns_2020-12-21_1aa89ff4-b8cd-400a-825c-c89454935248.pdf
Audit Report / Information
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD.
PARENT COMPANY ONLY FINANCIAL
STATEMENTS AND INDEPENDENT AUDITORS’
REPORT
DECEMBER 31, 2020 AND 2019
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INDEPENDENT AUDITORS’ REPORT 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, 2020 and 2019, and the related parent company only statements of comprehensive income, of changes in equity and of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.
In our opinion, based on our audits and the reports of other independent auditors (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, 2020 and 2019, 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. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Norm of Professional Ethics for Certified Public Accountants of the Republic of China, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained 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. 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, 2020 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(22) 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, demand for freight services is 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, the management could recognise freight revenue in accordance with the data on bill of lading reports generated from the system, accompanied by estimations 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.
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How our audit addressed the matter
We and other auditors 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 sheet 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 checking whether the total shipping days shown on the Company’s website are in agreement with cruises timetable as well as recalculating the shipping days (days between departure and balance sheet date), in order to examine the reasonableness of percentage applied.
Other matter – Reference to the reports of other independent auditors
We did not audit the financial statements of all the investee companies accounted for using equity method. Those statements were audited by other independent auditors 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 auditors. Longterm equity investments in these investee companies amounted to NT$ 27,602,691 thousand and NT$ 23,545,990 thousand, constituting 15.94% and 15.71% of the total assets as of December 31, 2020 and 2019, respectively, and comprehensive income (loss) (including share of profit or loss and share of other
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comprehensive income of associates and joint ventures accounted for using equity method) was NT$ 4,543,410 thousand and NT$ 428,025 thousand, constituting 20.32% and (297.78%) of the total comprehensive income (loss) as of December 31, 2020 and 2019, 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.
Auditors’ responsibilities for the audit of the parent company only financial statements
Our objectives are to obtain reasonable assurance about whether the parent company only financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the generally accepted auditing standards in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these parent company only financial statements.
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As part of an audit in accordance with the generally accepted auditing standards in the Republic of China, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the parent company only financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.
5.
6.
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.
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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 auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Li, Hsiu-Ling
Chih, Ping-Chiun
For and on behalf of PricewaterhouseCoopers, Taiwan March 22, 2021
------------------------------------------------------------------------------------------------------------------------------------------------The accompanying parent company only financial statements are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles generally accepted in countries and jurisdictions other than the Republic of China. The standards, procedures and practices in the Republic of China governing the audit of such financial statements may differ from those generally accepted in countries and jurisdictions other than the Republic of China. Accordingly, the accompanying parent company only financial statements and independent auditors’ report are not intended for use by those who are not informed about the accounting principles or auditing standards generally accepted in the Republic of China, and their applications in practice.
As the financial statements are the responsibility of the management, PricewaterhouseCoopers cannot accept any liability for the use of, or reliance on, the English translation or for any errors or misunderstandings that may derive from the translation.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Assets | Notes 6(1) 6(3) and 8 6(22) 6(4) 6(4) 6(4) and 7 7 6(5) 6(6) and 7 6(2) 6(3) and 8 6(7) 6(8) and 8 6(9) and 7 6(10) and 8 6(30) 6(12) |
December 31, 2020 AMOUNT % $20,562,990124,289-4,171,2102802,464129-3,275,730269,048-28,463-80,695---523,326-249,781-3,011,234232,779,259191,312,3581289,651-76,818,9954437,425,6812219,596,656111,829,556116,247-290,095-2,817,3472140,396,58681$173,175,845100 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|---|
AMOUNT$20,562,9904,2894,171,210802,464293,275,73069,04828,46380,695-523,326249,7813,011,23432,779,2591,312,358289,65176,818,99537,425,68119,596,6561,829,55616,247290,0952,817,347140,396,586$173,175,845 |
AMOUNT$18,767,848-1,401,857372,4921662,877,284112,15069,1025,16029,012972,539246,3912,405,25127,259,2521,156,298286,94057,888,37136,934,48422,497,7641,869,41219,599794,1221,172,221122,619,211$149,878,463 |
% | ||
| Current assets Cash and cash equivalents Financial assets at fair value through profit or loss - current 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 |
12-1--2----1-2 |
|||
18 |
||||
1-3925151--1 |
||||
82 |
||||
100 |
(Continued)
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY BALANCE SHEETS DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Liabilities and Equity | December 31, 2020 Notes AMOUNT % 6(9) and 7 $898,48416(22) 494,792-4,929,92537 310,788-1,314,98617 11,006-340,338-6(9) and 7 1,484,35716(13)(14)(15) and 7 11,897,010721,681,686136(9) and 7 9,971,89166(14) 12,779,04376(15) 25,346,223156(30) 1,738,56516(9) and 7 6,057,30736(16)(17) 1,319,419157,212,4483378,894,134466(18) 48,980,353286(19) 12,433,36476(20) 5,714,940327,734,460166(21) (581,406)-94,281,711549 11 $173,175,845100 |
December 31, 2019 | December 31, 2019 |
|---|---|---|---|
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 |
% | ||
| 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 |
1-2-1--17 |
||
12 |
|||
12720-11 |
|||
41 |
|||
53 |
|||
327431 |
|||
47 |
|||
100 |
The accompanying notes are an integral part of these parent company only financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF COMPREHENSIVE INCOME YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars, except earnings per share)
| Items | Year ended December 31 2020 2019 Notes AMOUNT % AMOUNT % 6(22) and 7 $51,623,123100$44,687,1381006(28)(29) and 7 (42,970,912) (83) (42,080,473) (94)8,652,211172,606,66566(28)(29) and 7 (592,712) (1) (308,162) (1)(2,900,971) (6) (2,126,796) (5)12(2) 875-206-(3,492,808) (7) (2,434,752) (6)6(23) and 7 3,170-4,649-5,162,57310176,562-6(24) 134,800-316,32016(25) 362,255-200,30616(26) 431,762117,131-6(27) and 7 (1,186,369) (2) (1,304,925) (3)21,204,95741545,406120,947,40540(225,762)-26,109,97850(49,200)-6(30) (1,745,052) (3)161,719-$24,364,92647$112,519-6(21) 6(17) ($111,752)-($75,241)-6(2) 156,060-134,715-122,110-(101,401)-18,700-20,163-185,118-(21,764)-(3,160,573) (6) (755,051) (2)6(9) 554,6541460,1381521,6071152,4281(106,342)-(92,010)-(2,190,654) (4) (234,495)-($2,005,536) (4) ($256,259)-$22,359,39043($143,740)-6(31) $5.06$0.02$4.96$0.02 |
|---|---|
| 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 Non-operating income and expenses Interest income 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 income (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, before tax, exchange differences on translation Gains on hedging instruments 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 that will be reclassified to profit or loss Other comprehensive loss for the year Total comprehensive income (loss) 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.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF CHANGES IN EQUITY YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| Year 2019 Balance at January 1, 2019 Profit for the year Other comprehensive income (loss) 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 Year 2020 Balance at January 1, 2020 Profit for the year Other comprehensive income (loss) Total comprehensive income (loss) Adjustments to share of changes in equity of subsidiaries, associates and joint ventures Other changes in capital surplus Due to recognition of equity component of Euro-Convertible Bonds Conversion of Euro-Convertible Bonds Balance at December 31, 2020 |
Notes | Common stock | Capital surplus | Retained | earnings | earnings | Other equity interest | Total equity | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Legal reserve | Unappropriated retained earnings |
Exchange differences on translating the financial statements of foreign operations |
Unrealised gains (losses) from financial assets measured at fair value through other comprehensive income |
Gains (losses) on hedging instruments |
|||||||||||
| 6(20)(21) 6(20) 6(18)(19) 6(19) 6(19)(20)(21) 6(20)(21) 6(19)(20)(21) 6(19) 6(14)(19) 6(18)(19) |
$45,129,738----3,000,000--$48,129,738$48,129,738------850,615$48,980,353 |
$11,059,145----333,93417,066(2,708 )$11,407,437$11,407,437---22,463623379,915622,926$12,433,364 |
$5,685,548 - - - 29,392 - - - $5,714,940 $5,714,940 - - - - - - - $5,714,940 |
$3,776,643112,519(197,673 )(85,154 )(29,392 )--(3,055 )$3,659,042$3,659,04224,364,926(291,317 )24,073,6091,809---$27,734,460 |
$17,580-(874,353 )(874,353 )----($856,773 )($856,773 )-(3,471,571 )(3,471,571 )----($4,328,344 ) |
$1,234,225-177,361177,361---52$1,411,638$1,411,638-474,945474,945(1,809 ) ---$1,884,774 |
($58,649 )-638,406638,406----$579,757$579,757-1,282,4071,282,407----$1,862,164 |
$66,844,230112,519(256,259 )(143,740 )-3,333,93417,066(5,711 )$70,045,779$70,045,77924,364,926(2,005,536 )22,359,39022,463623379,9151,473,541$94,281,711 |
The accompanying notes are an integral part of these parent company only financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM OPERATING ACTIVITIES Profit (loss) before tax Adjustments Adjustments to reconcile profit (loss) Financial assets and liabilities at fair value through profit or loss Depreciation Amortization Expected credit gain 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 Unrealized foreign exchange gain 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 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 |
YearendedDecember 31 Notes 2020 2019 $26,109,978 ($49,200 )6(26) ( 30,027 ) -6(26)(28) 5,341,8664,813,0326(28) 17,26616,45812(2) ( 875 ) ( 206 )6(27) 1,186,3691,304,9256(24) ( 134,800 ) ( 316,320 )6(25) ( 50,516 ) ( 45,631 )( 21,204,957 ) ( 545,406 )6(26) ( 99 ) 366(26) 259 ( 1,237 )6(23) ( 3,170 ) ( 4,649 )6(9) ( 381,555 ) -6(19) -17,066-130( 429,873 ) 309,929138 ( 123 )( 397,695 ) 375,21943,126 ( 12,529 )11,530142,547( 56,469 ) 175,777449,213 ( 64,417 )( 3,390 ) ( 19,315 )( 605,983 ) 247,178( 41,982 ) 105,4841,559,902 ( 1,013,663 )27,58989,368114,789292,5591,8952,427617,549 ( 972,239 )( 94,655 ) ( 106,393 )12,045,4234,740,807163,909316,320( 1,200,849 ) ( 1,326,972 )( 13,911 ) ( 295,973 )10,994,572 3,434,182 |
|---|---|
(Continued)
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. PARENT COMPANY ONLY STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2020 AND 2019
(Expressed in thousands of New Taiwan dollars)
| CASH FLOWS FROM INVESTING ACTIVITIES Decrease in financial assets at amortised cost Increase in financial assets at amortised cost-non-current Acquisition of investments accounted for using equity method Proceeds from disposal of investments accounted for using equity Acquisition of property, plant and equipment Proceeds from disposal of property, plant and equipment Acquisition of intangible assets Increase in other non-current assets Increase in guarantee deposits paid Decrease in guarantee deposits paid 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 Decrease in guarantee deposits received Other financing activities Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year |
YearendedDecember 31 Notes 2020 2019 ($2,769,353 ) $799,115( 2,711 ) ( 65,309 )6(7) ( 657,123 ) ( 518,999 )3,457-6(32) ( 2,408,766 ) ( 949,140 )533901( 13,914 ) ( 7,327 )6(32) ( 2,152,974 ) ( 3,413,205 )( 1,348 ) ( 3,146 )1,7404,316468,212657,152( 7,532,247 ) ( 3,495,642 )6(33) 7,890,28511,791,5536(33) ( 15,360,586 ) ( 13,472,670 )6(33) 8,635,118-6(18) -3,333,9346(9)(33) ( 2,832,683 ) ( 2,294,815 )6(33) 60666(33) - ( 246 )6(19) 623-( 1,667,183 ) ( 642,178 )1,795,142 ( 703,638 )18,767,84819,471,486$20,562,990 $18,767,848 |
|---|---|
The accompanying notes are an integral part of these parent company only financial statements.
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EVERGREEN MARINE CORPORATION (TAIWAN) LTD. NOTES TO THE PARENT COMPANY ONLY FINANCIAL STATEMENTS DECEMBER 31, 2020 AND 2019
(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 22, 2021.
3. APPLICATION OF NEW STANDARDS, AMENDMENTS AND INTERPRETATIONS
- (1) Effect of the adoption of new issuances of or amendments to International Financial Reporting Standards (“IFRS”) as endorsed by the Financial Supervisory Commission (“FSC”)
New standards, interpretations and amendments endorsed by the FSC effective from 2020 are as follows:
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Effective date by
International Accounting
New Standards, Interpretations and Amendments Standards Board
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| New standards, interpretations and amendments endorsed by the FSC follows: New Standards, Interpretations and Amendments |
effective from 2020 are Effective date by International Accounting StandardsBoard |
|---|---|
| Amendment to IAS 1 and IAS 8, ‘Disclosure Initiative-Definition of | January 1, 2020 |
| Material’ | |
| Amendments to IFRS 3, ‘Definition of a business’ | January 1, 2020 |
| Amendments to IFRS 9, IAS 39 and IFRS7 ,‘Interest rate benchmark | January 1, 2020 |
| reform’ | |
| Amendment to IFRS 16, ‘Covid-19-related rent concessions’ | June 1, 2020(Note) |
Note:Earlier application from January 1, 2020 is allowed by FSC. |
Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
- 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 3, ‘Definition of a business’
The amendments clarify the definition of a business that to be considered a business, an acquired
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set of activities and assets must include, at a minimum, an input and a substantive process that together; narrow the definitions of a business and of outputs by focusing on goods and services provided to customers and by removing the reference to an ability to reduce costs. Remove the assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs. Besides, add an optional concentration test that permits a simplified assessment of whether an acquired set of activities and assets is not a business.
- C. Amendment to IFRS 16, ‘Covid-19-related rent concessions’
This amendment provides a practical expedient for lessees from assessing whether a rent concession related to COVID-19, and that meets all of the following conditions, is a lease modification:
-
(a) Changes in lease payments result in the revised consideration for the lease that is substantially
-
the same as, or less than, the consideration for the lease immediately preceding the change;
-
(b) Any reduction in lease payments affects only payments originally due on or before June 30, 2021; and
-
(c) There is no substantive change to other terms and conditions of the lease.
(2) Effect of new issuances of or amendments to IFRSs as endorsed by the FSC but not yet adopted by the Company
New standards, interpretations and amendments endorsed by the FSC effective from 2021 are as follows:
| follows: | |
|---|---|
| New Standards,Interpretations andAmendments Amendments to IFRS 4, ‘Extension of the temporary exemption from applying IFRS 9’ Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘ Interest Rate Benchmark Reform— Phase 2’ |
Effective date by International Accounting StandardsBoard |
| January 1, 2021 January 1, 2021 |
Except for the following, the above standards and interpretations have no significant impact to the Company’s financial condition and financial performance based on the Company’s assessment.
- A. Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, ‘Interest Rate Benchmark Reform—
Phase 2’
The amendments address issues that arise during the reform of an interest rate benchmark, including the replacement of one benchmark with an alternative one. Given the pervasive nature of IBOR-based contracts, the amendments provide accounting for changes in the basis for determining contractual cash flows as a result of IBOR reform, end date for Phase 1 relief for non contractually specified risk components in hedging relationships, additional temporary exceptions from applying specific hedge accounting requirements, and additional IFRS 7 disclosures related to IBOR reform.
(3) Effect of 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
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endorsed by the FSC are as follows:
Effective date by International Accounting New Standards, Interpretations and Amendments Standards Board Amendments to IFRS 3, ‘Reference to the conceptual framework’ January 1, 2022 Amendments to IFRS 10 and IAS 28, ‘Sale or contribution of assets To be determined by between an investor and its associate or joint venture’ International Accounting Standards Board IFRS 17, ‘Insurance contracts’ January 1, 2023 Amendments to IFRS 17, 'Insurance contracts' January 1, 2023 Amendments to IAS 1, ‘Classification of liabilities as current or nonJanuary 1, 2023 current’ Amendments to IAS 1, ‘Disclosure of accounting policies’ January 1, 2023 Amendments to IAS 8, ‘Definition of accounting estimates’ January 1, 2023 Amendments to IAS 16, ‘Property, plant and equipment:proceeds before January 1, 2022 intended use’ Amendments to IAS 37, ‘Onerous contracts—cost of fulfilling a contract January 1, 2022 Annual improvements to IFRS Standards 2018–2020 January 1, 2022
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 3, ‘Reference to the conceptual framework’
The amendments were made to IFRS 3, 'Business combinations' to update the references to the 2018 Conceptual Framework for Financial Reporting, in determining what constitutes an asset or a liability in a business combination. In addition, the amendments added an exception in IFRS 3 for the recognition of liabilities and contingent liabilities. The exception specifies that, for some types of liabilities and contingent liabilities, an entity applying IFRS 3 should instead refer to IAS 37, 'Provisions, Contingent Liabilities and Contingent Assets' or IFRIC 21, 'Levies', rather than the 2018 Conceptual Framework. The amendments also confirmed that contingent assets, as defined in IAS 37, should not be recognised by the acquirer at the acquisition date.
- B. Amendments to IAS 1, ‘Disclosure of accounting policies’
The amendments require an entity to disclose its material accounting policy information rather than its significant accounting policies. The amendments also explain how an entity can identify material accounting policy information and to give examples of when accounting policy information is likely to be material.
- C. Amendments to IAS 8, ‘Definition of accounting estimates’
The amendments clarify how an entity should distinguish changes in accounting policies from changes in accounting estimates. The amendments also clarify that a change in accounting estimate that results from new information or new developments is not the correction of an error. In addition, the effects of a change in an input or a measurement technique used to develop an accounting estimate are changes in accounting estimates if they do not result from the correction of prior period errors.
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4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of these parent company only financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
(1) Compliance statement
These parent company only financial statements have been prepared in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”.
-
(2) Basis of preparation
-
A. Except for the following items, these parent company only financial statements have been prepared under the historical cost convention:
-
(a) Financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.
-
(b) Financial assets at fair value through other comprehensive income.
-
(c) Defined benefit liabilities recognised based on the net amount of pension fund assets less present value of defined benefit obligation.
-
-
B. The preparation of financial statements in conformity with International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations as endorsed by the FSC (collectively referred herein as the “IFRSs”) requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the parent company only financial statements are disclosed in Note 5.
(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.
-
A. Foreign currency transactions and balances
-
(a) Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions are recognised in profit or loss in the period in which they arise, except when deferred in other comprehensive income as qualifying cash flow hedges and qualifying net investment hedges.
-
(b) Monetary assets and liabilities denominated in foreign currencies at the period end are retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon re-translation at the balance sheet date are recognised in profit or loss.
-
(c) Non-monetary assets and liabilities denominated in foreign currencies held at fair value through profit or loss are re-translated at the exchange rates prevailing at the balance sheet date; their translation differences are recognised in profit or loss. Non-monetary assets and
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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, nonmonetary assets and liabilities denominated in foreign currencies that are not measured at fair value are translated using the historical exchange rates at the dates of the initial transactions.
-
(d) All other foreign exchange gains and losses based on the nature of those transactions are presented in the statement of comprehensive income within ‘other gains and losses’.
-
B. Translation of foreign operations
-
(a) The operating results and financial position of all the company entities and associates that have a functional currency different from the presentation currency are translated into the presentation currency as follows:
-
i. Assets and liabilities for each balance sheet presented are translated at the closing exchange rate at the date of that balance sheet;
-
ii. Income and expenses for each statement of comprehensive income are translated at average exchange rates of that period; and
-
iii. All resulting exchange differences are recognised in other comprehensive income.
-
-
(b) When the foreign operation partially disposed of or sold is an associate, exchange differences that were recorded in other comprehensive income are proportionately reclassified to profit or loss as part of the gain or loss on sale. In addition, even when the Company retains partial interest in the former foreign associate after losing significant influence over the former foreign associate, such transactions should be accounted for as disposal of all interest in these foreign operations.
-
(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.
-
(d) Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing exchange rates at the balance sheet date.
(4) Classification of current and non-current items
-
A. Assets that meet one of the following criteria are classified as current assets; otherwise they are classified as non-current assets:
-
(a) Assets arising from operating activities that are expected to be realised, or are intended to be sold or consumed within the normal operating cycle;
-
(b) Assets held mainly for trading purposes;
-
(c) Assets that are expected to be realised within twelve months from the balance sheet date;
-
(d) Cash and cash equivalents, excluding restricted cash and cash equivalents and those that are to
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be exchanged or used to settle liabilities more than twelve months after the balance sheet date.
-
B. Liabilities that meet one of the following criteria are classified as current liabilities; otherwise they are classified as non-current liabilities:
-
(a) Liabilities that are expected to be settled within the normal operating cycle;
-
(b) Liabilities arising mainly from trading activities;
-
(c) Liabilities that are to be settled within twelve months from the balance sheet date;
-
(d) Liabilities for which the repayment date cannot be extended unconditionally to more than twelve months after the balance sheet date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
-
-
(5) Cash equivalents
Cash equivalents refer to short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. Time deposits with original maturities of 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
-
A. Financial assets at fair value through profit or loss are financial assets that are not measured at amortised cost or fair value through other comprehensive income.
-
B. On a regular way purchase or sale basis, financial assets at fair value through profit or loss are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value and recognises the transaction costs in profit or loss. The Company subsequently measures the financial assets at fair value, and recognises the gain or loss in profit or loss.
-
D. The Company recognises the dividend income when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
-
(7) Financial assets at fair value through other comprehensive income
-
A. Financial assets at fair value through other comprehensive income comprise equity securities which are not held for trading, and for which the Company has made an irrevocable election at initial recognition to recognise changes in fair value in other comprehensive income and debt instruments which meet all of the following criteria:
-
(a) The objective of the Company’s business model is achieved both by collecting contractual cash flows and selling financial assets; and
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
-
B. On a regular way purchase or sale basis, financial assets at fair value through other comprehensive income are recognised and derecognised using trade date accounting.
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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:
-
(a) The changes in fair value of equity investments that were recognised in other comprehensive income are reclassified to retained earnings and are not reclassified to profit or loss following the derecognition of the investment. Dividends are recognised as revenue when the right to receive payment is established, future economic benefits associated with the dividend will flow to the Company and the amount of the dividend can be measured reliably.
-
(b) Except for the recognition of impairment loss, interest income and gain or loss on foreign exchange which are recognised in profit or loss, the changes in fair value of debt instruments are taken through other comprehensive income. When the financial asset is derecognised, the cumulative gain or loss previously recognised in other comprehensive income is reclassified from equity to profit or loss.
-
-
(8) Financial assets at amortised cost
-
A. Financial assets at amortised cost are those that meet all of the following criteria:
-
(a) The objective of the Company’s business model is achieved by collecting contractual cash flows.
-
(b) The assets’ contractual cash flows represent solely payments of principal and interest.
-
-
B. On a regular way purchase or sale basis, financial assets at amortised cost are recognised and derecognised using trade date accounting.
-
C. At initial recognition, the Company measures the financial assets at fair value plus transaction costs. Interest income from these financial assets is included in finance income using the effective interest method. A gain or loss is recognised in profit or loss when the asset is derecognised or impaired.
-
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
-
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.
-
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
- For debt instruments measured at fair value through other comprehensive income and financial assets at amortised cost including accounts receivable or contract assets that have a significant financing component, at each reporting date, the Company recognises the impairment provision for 12 months expected credit losses if there has not been a significant increase in credit risk since initial recognition or recognises the impairment provision for the lifetime expected credit losses (ECLs) if such credit risk has increased since initial recognition after taking into consideration all reasonable and verifiable information that includes forecasts. On the other hand, for accounts receivable or contract assets that do not contain a significant financing component, the Company recognises the impairment provision for lifetime ECLs.
(11) Derecognition of financial assets
The Company derecognises a financial asset when one of the following conditions is met:
-
A. The contractual rights to receive cash flows from the financial asset expire.
-
B. The contractual rights to receive cash flows from the financial asset have been transferred and the Company has transferred substantially all risks and rewards of ownership of the financial asset.
-
C. The contractual rights to receive cash flows from the financial asset have been transferred; however, the Company has not retained control of the financial asset.
(12) 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.
(13) Investments accounted for using equity method / subsidiaries and associates
-
A. Subsidiary is an entity where the Company has the right to dominate its finance and operation policies (includes special purpose entity), normally the Company owns more than 50 percent of the voting rights directly or indirectly in that entity. Subsidiaries are accounted for under the equity method in the Company's parent company only financial statements.
-
B. Unrealized gains or losses resulted from inter-company transactions with subsidiaries are eliminated. Necessary adjustments are made to the accounting policies of subsidiaries, to be consistent with the accounting policies of the Company.
-
C. After acquisition of subsidiaries, the Company recognizes proportionately for the share of profit and loss and other comprehensive incomes in the income statement as part of the Company's profit and loss and other comprehensive income, respectively. When the share of loss from a subsidiary exceeds the carrying amount of Company's interests in that subsidiary, the Company continues to recognize its shares in the subsidiary's loss proportionately.
-
D. Changes in a parent’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. Any difference between the amount by which the non-
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controlling interests are adjusted and the fair value of the consideration paid or received shall be recognized directly in equity and attributed to the owners of the parent.
-
E. If the Company loses control of a subsidiary, the Company recognizes any investment retained in the former subsidiary at its fair value at the date when control is lost and recognizes any resulting difference as a gain or loss in profit or loss. The Company shall account for all amounts recognized in other comprehensive income in relation to that subsidiary on the same basis as would be required if the Company had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Company reclassifies the gain or loss from equity to profit or loss when it loses control of the subsidiary.
-
F. Associates are all entities over which the Company has significant influence but not control. In general, it is presumed that the investor has significant influence, if an investor holds, directly or indirectly 20 percent or more of the voting power of the investee. Investments in associates are accounted for using the equity method and are initially recognised at cost.
-
G. The Company’s share of its associates’ post-acquisition profits or losses is recognised in profit or loss, and its share of post-acquisition movements in other comprehensive income is recognised in other comprehensive income. When the Company’s share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses, unless it has incurred constructive obligations or made payments on behalf of the associate.
-
H. When changes in an associate’s equity do not arise from profit or loss or other comprehensive income of the associate and such changes do not affect the Company’s ownership percentage of the associate, the Company recognises in ‘capital surplus’ in proportion to its ownership.
-
I. Unrealised gains or loss on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in the associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Company.
-
J. In the case that an associate issues new shares and the Company does not subscribe or acquire new shares proportionately, which results in a change in the Company’s ownership percentage of the associate but maintains significant influence on the associate, then ‘capital surplus’ and ‘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.
-
L. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate, are reclassified to profit or loss, on the same basis as would be required if the relevant assets or liabilities were disposed of. If it retains significant influence over this associate, the amounts previously recognised in other comprehensive income in relation to the associate are reclassified to profit or loss proportionately in accordance with the aforementioned approach.
-
M. When the Company disposes its investment in an associate and loses significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss. If it retains significant influence over this associate, the amounts previously recognised as capital surplus in relation to the associate are transferred to profit or loss proportionately.
-
N. According to “Regulations 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.
-
(14) Property, plant and equipment
-
A. Property, plant and equipment are initially recorded at cost. Borrowing costs incurred during the construction period are capitalised.
-
B. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to profit or loss during the financial period in which they are incurred.
-
C. Land is not depreciated. Other property, plant and equipment apply cost model and are depreciated using the straight-line method to allocate their cost over their estimated useful lives. Each part of an item of property, plant, and equipment with a cost that is significant in relation to the total cost of the item must be depreciated separately.
-
D. The assets’ residual values, useful lives and depreciation methods are reviewed, and adjusted if appropriate, at each 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
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are as follows: Buildings (Including repairment) uipme 3 ~ 60 years Loading and unloading equipment Transportation equipment 5~ 20 years Ships ( Except for docking repair and scrubber) rans 1 18 ~ 25 years Ships (Docking repair) rans 2.6 ~ 5 years Ships (Scrubber)sportation equipment 10 years Transportation equipment 6 ~ 10 years Lease improvements 3~ 13 years Other equipment 2 ~ 5 years
The above docking repair and scrubbers are significant components of ships.
(15) Leasing arrangements (lessee) - right-of-use assets/ lease liabilities
-
A. Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the leased asset is available for use by the Company. For short-term leases or leases of low-value assets, lease payments are recognised as an expense on a straight-line basis over the lease term.
-
B. Lease liabilities include the net present value of the remaining lease payments at the commencement date, discounted using the incremental borrowing interest rate. Lease payments are comprised of the following:
-
(a) Fixed payments, less any lease incentives receivable; and
-
(b) Variable lease payments that depend on an index or a rate.
The Company subsequently measures the lease liability at amortised cost using the interest method and recognises interest expense over the lease term. The lease liability is remeasured and the amount of remeasurement is recognised as an adjustment to the right-of-use asset when there are changes in the lease term or lease payments and such changes do not arise from contract modifications.
-
C. At the commencement date, the right-of-use asset is stated at cost comprising the following: (a) The amount of the initial measurement of lease liability;
-
(b) Any lease payments made at or before the commencement date;
-
(c) Any initial direct costs incurred by the lessee; and
-
(d) An estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease.
The right-of-use asset is measured subsequently using the cost model and is depreciated from the commencement date to the earlier of the end of the asset’s useful life or the end of the lease term. When the lease liability is remeasured, the amount of remeasurement is recognised as an adjustment to the right-of-use asset.
- D. For lease modifications that decrease the scope of the lease, the lessee shall decrease the carrying amount of the right-of-use asset to reflect the partial or full termination of the lease, and recognise the difference between remeasured lease liability in profit or loss.
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- (16) 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.
(17) Investment property
An investment property is stated initially at its cost and measured subsequently using the cost model. Except for land, investment property is depreciated on a straight-line basis over its estimated useful life of 50 ~ 60 years.
(18) Intangible assets
Computer software is stated at cost and amortised on a straight-line basis over its estimated useful life of 3-5 years.
(19) Impairment of non-financial assets
- The Company assesses at each balance sheet date the recoverable amounts of those assets where there is an indication that they are impaired. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell or value in use. When the circumstances or reasons for recognizing impairment loss for an asset in prior years no longer exist or diminish, the impairment loss is reversed. The increased carrying amount due to reversal should not be more than what the depreciated or amortised historical cost would have been if the impairment had not been recognised.
(20) Borrowings
-
A.Borrowings comprise long-term and short-term bank borrowings and other long-term and shortterm loans. Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in profit or loss over the period of the borrowings using the effective interest method.
-
B. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
-
(21) Accounts payable
-
A. Accounts payable are liabilities for purchases of raw materials, goods or services.
-
B. The Company initially measures accounts payable at fair value and subsequently amortises the interest expense in profit or loss over the period of circulation using the effective interest method.
(22) Financial liabilities at fair value through profit or loss
- A. Financial liabilities are classified in this category of held for trading if acquired principally for the purpose of repurchasing in the short-term. Derivatives are also categorised as financial liabilities held for trading unless they are designated as hedges or financial liabilities at fair value through profit or loss.. Financial liabilities that meet one of the following criteria are designated
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as at fair value through profit or loss at initial recognition:
- (a) Hybrid (combined) contracts; or
- (b) They eliminate or significantly reduce a measurement or recognition inconsistency; or
- (c) They are managed and their performance is evaluated on a fair value basis, in accordance with a documented risk management policy.
-
B. At initial recognition, the Company measures the financial liabilities at fair value. All related transaction costs are recognised in profit or loss. The Company subsequently measures these financial liabilities at fair value with any gain or loss recognised in profit or loss.
-
(23) Bonds payable
-
Ordinary corporate bonds issued by the Company are initially recognised at fair value less transaction costs. Any difference between the proceeds (net of transaction costs) and the redemption value is presented as an addition to or deduction from bonds payable, which is amortised to profit or loss over the period of bond circulation using the effective interest method as an adjustment to ‘finance costs’.
-
(24) Convertible bonds payable (Compound financial instruments)
-
Convertible bonds issued by the Group contain conversion options (that is, the bondholders have the right to convert the bonds into the Group’s common shares by exchanging a fixed amount of cash for a fixed number of common shares), call options and put options. The Group classifies the bonds payable upon issuance as a financial asset, a financial liability or an equity instrument in accordance with the contract terms. They are accounted for as follows:
-
A. The embedded call options and put options are recognised initially at net fair value as ‘financial assets or financial liabilities at fair value through profit or loss’. They are subsequently remeasured and stated at fair value on each balance sheet date; the gain or loss is recognised as ‘gain or loss on valuation of financial assets or financial liabilities at fair value through profit or loss’.
-
B. The host contracts of bonds are initially recognised at fair value. Any difference between the initial recognition and the redemption value is accounted for as the premium or discount on bonds payable and subsequently is amortised in profit or loss as an adjustment to ‘finance costs’ over the period of circulation using the effective interest method.
-
C. The embedded conversion options which meet the definition of an equity instrument are initially recognised in ‘capital surplus—share options’ at the residual amount of total issue price less the amount of financial assets or financial liabilities at fair value through profit or loss and bonds payable as stated above. Conversion options are not subsequently remeasured.
-
D. Any transaction costs directly attributable to the issuance are allocated to each liability or equity component in proportion to the initial carrying amount of each abovementioned item.
-
E. When bondholders exercise conversion options, the liability component of the bonds (including bonds payable and ‘financial assets or financial liabilities at fair value through profit or loss’) shall be remeasured on the conversion date. The issuance cost of converted common shares is the total book value of the abovementioned liability component and ‘capital surplus—share
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options’.
(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.
-
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.
-
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- 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.
-
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 highquality 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
~28~
- 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.
-
(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
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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.
(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 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.
(32) Government grants
Government grants are recognised at their fair value only when there is reasonable assurance that the Company will comply with any conditions attached to the grants and the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Company recognises expenses for the related costs for which the grants are intended to compensate.
(33) Business combinations
- A. The Company uses the acquisition method to account for business combinations. The consideration transferred for an acquisition is measured as the fair value of the assets transferred, liabilities incurred or assumed and equity instruments issued at the acquisition date, plus the fair value of any assets and liabilities resulting from a contingent consideration arrangement. All
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acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. For each business combination, the Company measures at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to the proportionate share of the entity’s net assets in the event of liquidation at either fair value or the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets. All other non-controlling interests should be measured at the acquisition-date fair value.
- B. The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of any previous equity interest in the acquiree over the fair value of the identifiable assets acquired and the liabilities assumed is recorded as goodwill at the acquisition date. If the total of consideration transferred, non-controlling interest in the acquiree recognised and the fair value of previously held equity interest in the acquiree is less than the fair value of the identifiable assets acquired and the liabilities assumed, the difference is recognised directly in profit or loss on the acquisition date.
(34) Operating segments
The Company’s operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker. The Chief Operating Decision-Maker is responsible for allocating resources and assessing performance of the operating segments.
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
Lease term
In determining the lease term, the Company takes into consideration all facts and circumstances that create an economic incentive to exercise an extension option or not to exercise a termination option, including the expected changes of all fact and situation for the period from the commencement date of lease to the execution date of options. Also, the Company took into consideration the main factors, such as the contract terms and conditions during the option covered period and the importance to lessee’s operation if the significant lease improvement and underlying assets incurred during the contract terms. When significant events or significant changes occur within the Company’s control, the lease term will be re-estimated.
(2) Critical accounting estimates and assumptions
~31~
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, primarily engages in global container shipping service covering ocean-going and near-sea shipping line. Despite the Company 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 recognize freight revenue in accordance with the data on bill of lading reports generated from the system, accompanied by estimation made from past experience and current cargo loading conditions the revenue that would flow in. 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 during the reporting period. As the process of recording transactions, communicating with agencies, and maintaining the system are done manually, and the estimation of freight revenue are subject to management’s judgement. Given the conditions mentioned 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.
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 |
December31,2020 10,952 $ 3,832,161 16,719,877 20,562,990 $ |
December31,2019 |
| 16,017 $ 2,673,264 16,078,567 |
||
| 18,767,848 $ |
-
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 |
December31,2020 490,801 $ 91,058 581,859 730,499 1,312,358 $ |
December31,2019 |
|---|---|---|
| 490,801 $ 91,058 |
||
| 581,859 574,439 |
||
| 1,156,298 $ |
- 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 $1,312,358 and $1,156,298 at December 31, 2020 and 2019,
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respectively.
- B. 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 [462 x 185] intentionally omitted <==
----- Start of picture text -----
Year ended Year ended
December 31, 2020 December 31, 2019
Equity instruments at fair value through other
comprehensive income
Fair value change recognised in other
$ 156,060 $ 134,715
comprehensive income
Income tax recognised in other
comprehensive income ($ 3,650) $ 5,115
Cumulative gains reclassified to
- -
retained earnings due to derecognition $ $
Dividend income recognised in profit or loss
held at end of period $ 50,516 $ 45,631
----- End of picture text -----
- C. 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 [475 x 150] intentionally omitted <==
----- Start of picture text -----
Items December 31, 2020 December 31, 2019
Current items:
Time deposits with maturity over three months $ 4,171,208 $ 1,401,856
Restricted reserve account 2 1
$ 4,171,210 $ 1,401,857
Non-current items:
Pledged time deposits $ 189,651 $ 186,940
Financial bonds 100,000 100,000
$ 289,651 $ 286,940
----- End of picture text -----
- A. Amounts recognised in profit or loss in relation to financial assets at amortised cost are listed below:
| below: | ||
|---|---|---|
| Interest income | Year ended December31,2020 22,593 $ |
Year ended December31,2019 |
| 32,030 $ |
-
B. As at December 31, 2020 and 2019, 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 $4,460,861and $1,688,797, 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).
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(4) Notes and accounts receivable
| Notes and accounts receivable | ||||||
|---|---|---|---|---|---|---|
| December | 31,2020 | December | 31,2019 | |||
| Notes receivable | $ | 29 |
$ | 166 |
||
| Less: Allowance for bad debts | - |
- | ||||
| $ | 29 |
$ | 166 | |||
| Accounts receivable (including related parties) | $ | 3,344,891 |
$ | 2,990,323 |
||
| Less: Allowance for bad debts | ( | 113) |
( | 889) |
||
| $ | 3,344,778 | $ | 2,989,434 | |||
| 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 29 $ - - - 29 $ 31,2020 |
December | 31, 2019 |
| Accounts receivable 2,754,129 $ 590,199 563 - 3,344,891 $ |
Accounts receivable 2,668,512 $ 321,811 - 69,130 3,059,453 $ |
Notes receivable |
||
| 166 $ - - - |
||||
| 166 $ |
The above ageing analysis was based on past due date.
-
B. As of December 31, 2020, December 31, 2019 and January 1, 2019, the balances of receivables (including notes receivable) from contracts with customers amounted to $2,361,788, $1,769,896 and $2,075,935, respectively.
-
C. The Company has no notes and accounts receivable held by the Company pledged to others.
-
D. As at December 31, 2020 and 2019, 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 $29 and $166, respectively; and the amount that best represents the Company’s accounts receivable (including notes receivable) were $3,344,778 and $2,989,434, respectively.
-
E. Information relating to credit risk of accounts receivable and notes receivable is provided in Note 12(2).
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(5) Inventories
| Inventories | |
|---|---|
| Other current assets Allowance for Cost valuation loss Ship fuel 523,326 $ - $ December31,2020 Allowance for Cost valuation loss Ship fuel 972,539 $ - $ December31,2019 December 31, 2020 Shipowner's accounts 1,103,849 $ Agent accounts 1,377,536 Temporary debits 529,849 3,011,234 $ |
Book value 523,326 $ Book value 972,539 $ December 31, 2019 |
| 849,660 $ 843,942 711,649 |
|
| 2,405,251 $ |
(6) Other current assets
A. Shipowner’s accounts
-
Temporary accounts, between Evergreen Line, constituted by the Company, Evergreen International S.A., Evergreen Marine (Hong Kong) Ltd., Greencompass Marine S.A., Italia Marittima S.p.A. and Evergreen Marine (UK) Ltd. , and Gaining Enterprise S.A. incurred due to foreign port formalities and pier 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.
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(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 Ever Ecove Corporation Evergreen Security Corporation Evergreen Marine (Latin America), S.A. |
December31,2020 39,121,066 $ 11,989,398 2,139,666 66,770 23,158 11,327,144 9,372,490 1,523,550 557,549 277,982 305,965 114,257 - 76,818,995 $ |
December31,2019 |
|---|---|---|
| 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 $ |
- 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, 2020 8,721,517 $ 10,211,516 18,933,033 $ |
December31,2019 |
|---|---|---|
| 6,180,433 $ 10,677,440 |
||
| 16,857,873 $ |
- 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, 2020.
(b) On March 20, 2019, the Board of Directors of the Company resolved to establish a subsidiary, EIL, in Israel. The capital for establishment is ILS 1,800 (approx. USD 500), and hold 59% equity interest with approximate cash amount $9,355.
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D. The basic information of the associates that are material to the Company is as follows:
| Principal | |||||
|---|---|---|---|---|---|
| place of | Nature of | Methods of | |||
| Company name | business | Ownership(%) | relationship | measurement | |
| December | December | ||||
| 31, 2020 | 31,2019 | ||||
| Evergreen International Storage and Transport Corporation |
TW | 40.36% | 40.36% | With a right over 20% to vote |
Equity method |
| EVA Airways Corporation |
TW | 16.00% | 16.00% | Have a right to vote in the Board of Directors |
Equity method |
- E. The summarised financial information of the associates that are material to the Company is as follows:
Balance sheet
| follows: Balance sheet |
|||||
|---|---|---|---|---|---|
| Evergreen International Storage and Transport Corporation | |||||
| December31,2020 | December | 31, 2019 | |||
| Current assets | $ | 6,947,311 |
$ | 6,121,815 |
|
| Non-current assets | 28,124,463 | 28,889,987 |
|||
| Current liabilities | ( | 3,517,476) |
( | 2,703,450) |
|
| Non-current liabilities | ( | 8,204,681) |
( | 9,485,576) |
|
| Total net assets | $ | 23,349,617 | $ | 22,822,776 | |
| Share in associate's net assets | $ | 9,373,779 |
$ | 9,101,086 |
|
| Unrealized income with affiliated | |||||
| companies | ( | 1,289) |
( | 2,394) |
|
| Carrying amount of the associate | $ | 9,372,490 | $ | 9,098,692 | |
| EVA Airways | Corporation | ||||
| December31,2020 | December | 31,2019 | |||
| Current assets | $ | 55,932,512 |
$ | 77,199,776 |
|
| Non-current assets | 273,634,743 | 279,051,918 | |||
| Current liabilities | ( | 45,433,155) |
( | 82,441,715) |
|
| Non-current liabilities | ( | 207,474,571) |
( | 195,667,963) |
|
| Total net assets | $ | 76,659,529 | $ | 78,142,016 | |
| Share in associate's net assets | $ | 11,327,144 | $ | 11,399,909 |
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Statement of comprehensive income
| Evergreen InternationalStorage and Transport | Evergreen InternationalStorage and Transport | Evergreen InternationalStorage and Transport | Evergreen InternationalStorage and Transport | Evergreen InternationalStorage and Transport | Corporation | |
|---|---|---|---|---|---|---|
| Year ended | Year ended | |||||
| December 31, 2020 | December | 31, 2019 | ||||
| Revenue | $ | 6,966,387 | $ | 7,730,682 |
||
| Profit for the period from | ||||||
| continuing operations | $ | 682,563 |
$ | 845,274 |
||
| Other comprehensive income (loss), | ||||||
| net of tax | 313,479 |
( | 180,711) |
|||
| Total comprehensive income | $ | 996,042 |
$ | 664,563 |
||
| Dividends received from associates | $ | 129,208 |
$ | 150,742 |
||
| EVA Airways | Corporation | |||||
| Year ended | Year ended | |||||
| December31,2020 | December | 31,2019 | ||||
| Revenue | $ | 89,048,776 |
$ | 181,275,258 | ||
| (Loss) profit for the period from | ||||||
| continuing operations | ($ | 3,276,719) |
$ | 4,851,875 |
||
| Other comprehensive income, | ||||||
| net of tax | 4,020,120 | 1,800,103 |
||||
| Total comprehensive income | $ | 743,401 |
$ | 6,651,978 | ||
| Dividends received from associates | $ | 194,135 |
$ | 374,935 |
- 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, 2020 and 2019, the carrying amount of the Company’s individually immaterial associates amounted to $2,779,303 and $2,030,688, respectively.
| Profit for the period from continuing operations Other comprehensive income (loss), net of tax Total comprehensive income |
Year ended Year ended December31,2020 December31,2019 727,043 $ 666,234 $ 5,395 6,245) ( 732,438 $ 659,989 $ |
|---|---|
G. To simplify investment structure, on November 11, 2019, the Board of Directors of the Company resolved to acquire 35,421 thousand shares of the investee, Taipei Port, the investment accounted for using equity method, held by the sub-subsidiary, Armand B.V. The transaction amount per share is approximately NT$9.941 (in dollars) and the expected transaction amount is $352,123. The shareholding ratio of Taipei Port held by the Company will be increased from 21.03% to 27.85% after the transaction.
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-
H. The Board of Directors of the Company during its meeting on August 13, 2018 adopted a resolution to participate in the capital increase raised by Ever Ecove Corporation amounting to 30,500 thousand shares, with a subscription price of NT$10 (in dollars) per share, and a total price of $305,000. In addition, the effective date was set on December 1, 2020 and after the acquisition, the Company’s share interest was 19.06%.
-
I. 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, with a subscription price of NT$13 (in dollars) per share, and a 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 Company purchased 70 thousand shares as a specific person, the purchasing proceeds amounted to $700, and the share interest further decreased to 16% as of December 31, 2020 after many conversions from corporate bonds to stocks took place in EVA Airways Corporation for the year ended December 31, 2019.
-
J.1The Company is the single largest shareholder of EITC with a 40.36% equity interest. Given that the main source of economic profits of EITC is generated from Evergreen Line, the percentage of operating volume of the Group in Evergreen Line is equivalent to other related parties’ and there is no agreement between other related parties and the Company to make decisions in consultation or collectively; however, in order to maintain the equity balance between the Group and other related parties, the Company governs EITC with other related parties to maintain mutual and other shareholders’ best interests; apart from independent directors, the number of seats held by the Company on the Board are the same as other related parties’, which indicates that the Group has no current ability to direct the relevant activities of EITC, thus, the Group has no control, but only has significant influence, over the investee.
-
K. The Company is the single largest shareholder of EVA with a 16% equity interest. Given that the other top ten large shareholders (including other related parties and non-related parties) hold more shares than the Company, and there is no agreement between the shareholders to make decisions in consultation or collectively as they make decisions independently, which indicates that the Company has no current ability to direct the relevant decisions of EVA, thus, the Company has no control, but only has significant influence, over the investee.
-
L. The Company is the single largest shareholder of TPCT with a 27.85% equity interest. Given that the other two large shareholders (non-related parties) also operate transportation business and hold more shares than the Company, and there is no agreement between the shareholders to make decisions in consultation or collectively as they make decisions independently, which indicates that the Company has no current ability to direct the relevant decisions of TPCT, thus, the Company has no control, but only has significant influence, over the investee.
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(8) Property, plant and equipment
| At January 1, 2020 Cost Accumulated depreciation 2020 Opening net book amount as at January 1 Additions Disposals Reclassifications Depreciation Closing net book amount as at December 31 |
Loading and unloading Computer and communication Transportation Office Leasehold Land Buildings equipment equipment equipment Ships equipment improvements Others Total 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 $ 558,532 $ 180,314 $ 1,649,253 $ 36,556 $ 4,503,945 $ 29,891,898 $ 13,962 $ 32,556 $ 67,468 $ 36,934,484 $ - - - 94,834 2,264,700 36,725 9,640 8,888 1,250 2,416,037 - - 37) ( 30) ( 6,190) ( - 3) ( - - 6,260) ( 18,208 2,577 - 23,124 - 296,728 828 209,899 - 551,364 - 7,822) ( 179,156) ( 55,019) ( 673,609) ( 1,491,352) ( 9,991) ( 48,425) ( 4,570) ( 2,469,944) ( 576,740 $ 175,069 $ 1,470,060 $ 99,465 $ 6,088,846 $ 28,733,999 $ 14,436 $ 202,918 $ 64,148 $ 37,425,681 $ |
Total |
|---|---|---|
| 37,425,681 $ |
||
At December 31, 2020
Cost $ 576,740 $ 408,914 $ 6,128,541 $ 261,922 $ 9,399,295 $ 37,465,277 $ 221,984 $ 794,860 $ 80,076 $ 55,337,609 Accumulated depreciation - ( 233,845) ( 4,658,481) ( 162,457) ( 3,310,449) ( 8,731,278) ( 207,548) ( 591,942) ( 15,928) ( 17,911,928) $ 576,740 $ 175,069 $ 1,470,060 $ 99,465 $ 6,088,846 $ 28,733,999 $ 14,436 $ 202,918 $ 64,148 $ 37,425,681
~40~
| 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 At December 31, 2019 Cost Accumulated depreciation |
Loading and unloading Computer and communication Transportation Office Leasehold Land Buildings equipment equipment equipment Ships equipment improvements Others Total 558,532 $ 402,956 $ 6,079,916 $ 143,644 $ 6,356,030 $ 33,861,484 $ 206,679 $ 565,838 $ 77,909 $ 48,252,988 $ - 214,894) ( 4,310,231) ( 117,118) ( 2,103,788) ( 5,808,751) ( 183,793) ( 461,876) ( 7,011) ( 13,207,462) ( 558,532 $ 188,062 $ 1,769,685 $ 26,526 $ 4,252,242 $ 28,052,733 $ 22,886 $ 103,962 $ 70,898 $ 35,045,526 $ 558,532 $ 188,062 $ 1,769,685 $ 26,526 $ 4,252,242 $ 28,052,733 $ 22,886 $ 103,962 $ 70,898 $ 35,045,526 $ - - 58,283 10,515 799,399 62,992 6,361 8,899 917 947,366 - - - 267) ( 4,920) ( - 1) ( - - 5,188) ( - - - 17,500 - 3,207,348 - 1,335 - 3,226,183 - 7,748) ( 178,715) ( 17,718) ( 542,776) ( 1,431,175) ( 15,284) ( 81,640) ( 4,347) ( 2,279,403) ( 558,532 $ 180,314 $ 1,649,253 $ 36,556 $ 4,503,945 $ 29,891,898 $ 13,962 $ 32,556 $ 67,468 $ 36,934,484 $ 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 $ |
Total |
|---|---|---|
-
A. The Company has issued a negative pledge to granting banks for drawing borrowings within the credit line to purchase the above transportation equipment.
-
B. Information about the property, plant and equipment that were pledged to others as collaterals is provided in Note 8.
~41~
- (9) Leasing arrangements lessee/ Financial liabilities for hedging
-
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 of ships. Low-value assets comprise of office equipment and other equipment.
-
C. The carrying amount of right-of-use assets and the depreciation charge are as follows:
| Land Buildings Ships Land Buildings Ships |
December31,2020 Carrying amount 1,288,295 $ 44,291 18,264,070 19,596,656 $ December31,2020 Depreciationcharge 679,242 $ 44,291 2,129,318 2,852,851 $ |
December31,2019 |
|---|---|---|
| Carrying amount 1,939,568 $ 88,581 20,469,615 |
||
| 22,497,764 $ |
||
| December31,2019 Depreciationcharge |
||
| 671,620 $ 44,291 1,798,573 |
||
| 2,514,484 $ |
-
D. For the years ended December 31, 2020 and 2019, the additions to right-of-use assets were $0 and $10,654,719, respectively.
-
E. The information on profit and loss accounts relating to lease contracts is as follows:
| Items affecting profit or loss Interest expense on lease liabilities Expense on short-term lease contracts Expense on leases of low-value assets |
Year ended December31,2020 596,424 $ 2,154 3,775 |
Year ended December31,2019 |
|---|---|---|
| 542,509 $ 6,355 3,996 |
-
F. For the years ended December 31, 2020 and 2019, the Company’s total cash outflow for leases were $3,435,036 and $2,847,675, respectively.
-
G. As of December 31, 2020, the Group had entered into lease agreements that contained non-lease service component. Based on the fair value of the lease and non-lease component, the future commitment payment allocated to service component amounted to $1,803,608.
-
H . 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
~42~
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:
==> picture [461 x 196] intentionally omitted <==
----- Start of picture text -----
December 31, 2020
Designated as
Hedged items hedging instruments Contract period Book value
Expected US dollar
US dollar denominated
denominated marine freight 2019.1.1~2034.8.15 $ 10,870,375
lease liabilities
income transaction
December 31, 2019
Designated as
Hedged items hedging instruments Contract period Book value
Expected US dollar
US dollar denominated
denominated marine freight 2019.1.1~2034.8.15 $ 20,188,942
lease liabilities
income transaction
----- End of picture text -----
(a) Lease liabilities designated as hedges (recorded as financial liabilities for hedging)
| Other equity - cash flow hedge reserve December31,2020 Cash flow hedges: 2 Exchange rate risk Lease liability contracts designated as hedges Current liabilities 898,484 $ Non-current liabilities 9,971,891 10,870,375 $ 2020 At January 1 460,138 $ Add: : Profit on hedge effectiveness-amount recognised in other comprehensive income 988,987 Less : Reclassified from equity to exchange gain for the period loss 52,778) ( Less : Reclassified to freight revenue as the hedged item has affected profit or loss 381,555) ( At December 31 1,014,792 $ |
December31,2019 | |
|---|---|---|
| 1,861,026 $ 18,327,916 |
||
| 20,188,942 $ |
(b) Other equity - cash flow hedge reserve
(c) For the years ended December 31, 2020 and 2019, there are no cash flow hedges transactions of ineffective portion should be recognised in profit or loss.
~43~
-
(d) Information relating to the fair values of abovementioned hedging financial liabilities is provided in Note 12(3).
-
I. The amounts of lease liabilities (net of the lease liabilities designated as hedges) of the Company on December 31, 2020 and 2019 are as follows:
| Current lease liabilities Current lease liabilities - related parties Non-current lease liabilities Non-current lease liabilities - related parties |
December31,2020 December31,2019 1,251,651 $ 673,042 $ 232,706 44,321 6,057,307 1,277,837 - 44,788 7,541,664 $ 2,039,988 $ |
|---|---|
(10) Leasing arrangements – lessor
-
A. For the years ended December 31, 2020 and 2019, the Company recognised rent income in the amounts of $197,695 and $239,697, respectively, based on the operating lease agreement, which does not include variable lease payments.
-
B. The maturity analysis of the lease payments under the operating leases is as follows:
| 2021 2022 2023 2024 2025 |
December31,2020 $ 107,519 2020 89 2021 89 2022 7 2023 - 2024 107,704 $ |
December 31, 2019 | |
|---|---|---|---|
| $ 110,380 110,199 89 89 7 220,764 $ |
(11) Investment property
| Investment property | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Land | Buildings | Total | |||||||
| At January 1, 2020 | |||||||||
| Cost | $ | 1,414,008 |
$ | 975,187 |
$ | 2,389,195 |
|||
| Accumulated depreciation | - | ( | 519,783) |
( | 519,783) |
||||
| $ | 1,414,008 | $ | 455,404 | $ | 1,869,412 | ||||
| 2020 | |||||||||
| Opening net book amount as at January 1 | $ | 1,414,008 |
$ | 455,404 |
$ | 1,869,412 |
|||
| Depreciation | - | ( | 19,071) |
( | 19,071) |
||||
| Reclassifications | ( | 18,208) |
( | 2,577) |
( | 20,785) |
|||
| Closing net book amount as at December 31 | $ | 1,395,800 | $ | 433,756 | $ | 1,829,556 | |||
| At December 31, 2020 | |||||||||
| Cost | $ | 1,395,800 |
$ | 972,610 |
$ | 2,368,410 |
|||
| Accumulated depreciation | - | ( | 538,854) |
( | 538,854) |
||||
| $ | 1,395,800 | $ | 433,756 | $ | 1,829,556 |
~44~
==> picture [473 x 226] intentionally omitted <==
----- Start of picture text -----
Land Buildings Total
At January 1, 2019
Cost $ 1,414,008 $ 975,187 $ 2,389,195
-
Accumulated depreciation ( 500,638) ( 500,638)
$ 1,414,008 $ 474,549 $ 1,888,557
2019
Opening net book amount as at January 1 $ 1,414,008 $ 474,549 $ 1,888,557
-
Depreciation ( 19,145) ( 19,145)
Closing net book amount as at December 31 $ 1,414,008 $ 455,404 $ 1,869,412
At December 31, 2019
Cost $ 1,414,008 $ 975,187 $ 2,389,195
Accumulated depreciation - ( 519,783) ( 519,783)
$ 1,414,008 $ 455,404 $ 1,869,412
----- End of picture text -----
-
A. Rental income from the investment property and direct operating expenses arising from the investment property are shown below:
-
Rental income from investment property Direct operating expenses arising from the investment property that generated rental income during the year Direct operating expenses arising from the investment property that did not generate rental income during the year
| Year ended December31,2020 100,591 $ 19,071 $ - $ |
Year ended December31,2019 |
|---|---|
| 103,058 $ |
|
| 19,145 $ |
|
| - $ |
-
B. The fair value of the investment property held by the Company as at December 31, 2020 and 2019 was $3,534,160 and $3,390,912, 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.
(12) Other current assets
| in Note 8. Other current assets |
||
|---|---|---|
| Prepayments for equipment Refundable deposits |
December31,2020 2,799,647 $ 17,700 2,817,347 $ |
December31,2019 |
| 1,154,130 $ 18,091 |
||
| 1,172,221 $ |
~45~
- A. Amount of borrowing costs capitalized as part of prepayment for equipment and the range of the interest rates for such capitalization are as follows:
| Amount capitalised Interest rate |
Year ended Year ended December31,2020 December31,2019 18,638 $ 9,912 $ 0.86%~1.24% 0.86%~1.59% |
|---|---|
- B. Movement in prepayments for equipment for the years ended December 31, 2020 and 2019 are as follows:
| (13) (14) |
Other current liabilities Corporate bonds payable Year ended Year ended December31,2020 December31,2019 At January 1 1,154,130 $ 957,350 $ Additions 2,176,096 3,422,963 Reclassification to property, plant and equipment 530,579) ( 3,226,183) ( At December 31 2,799,647 $ 1,154,130 $ December31,2020 December31,2019 Long-term liabilities - current portion 5,587,280 $ 8,584,919 $ Corporate bonds- current portion 4,000,000 - Shipowner's accounts 1,782,644 1,075,906 Agency accounts 467,737 609,288 Others 59,349 6,987 11,897,010 $ 10,277,100 $ December31,2020 December31,2019 Domestic secured corporate bonds 10,000,000 $ 10,000,000 $ Euro-Convertible Bond 7,149,181 - Less: Discount on bonds payable 370,138) ( - Less: Current portion or exercise of put options 4,000,000) ( - 12,779,043 $ 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
~46~
- (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
-
(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.
-
C. On September 29, 2020, the Company issued the first unsecured overseas convertible bonds (the “First Overseas Convertible Bonds”), totaling USD300,000 at the face value. The major terms of the issuance are set forth below:
-
(a) Period: 5 years (September 29, 2020 to September 29, 2025)
-
(b) Coupon rate: 0% fixed per annum
-
(c) Principal repayment:
- Except for the First Overseas Convertible Bonds previously redeemed, repurchased and retired by the Company, or converted by the bondholders of the First Overseas Convertible Bonds (the “bondholders”), the Company will redeem the First Overseas Convertible Bonds in USD on the maturity date at the price of the face value plus 0.0% gross yield per annum of the face value, calculated semi-annually.
~47~
-
(d) Conversion period:
-
Except for the First Overseas Convertible Bonds previously redeemed or repurchased, or the stop transfer period as specified in the terms of the bond indenture for the First Overseas Convertible Bonds (the “bond indenture”) or the laws/regulations, the bondholders have the right to ask for the conversion of the First Overseas Convertible Bonds into the common stocks newly issued by the Company during the period from the date after 90 days of the issuance of the First Overseas Convertible Bonds to (1) 10 days before the maturity date, or (2) 5 business days before the date on which the bondholders exercise the put options or the Company exercise the early redemption (excluding the maturity date).
-
(e) Conversion price:
The conversion price of the First Overseas Convertible Bonds is NT$18.2 (in dollars), 115.19% of the reference price. The reference price refers to the closing price of the Company’s common stocks on the Taiwan Stock Exchange on the pricing date, which was NT$15.80 (in dollars), translated using the exchange rate of US$1 to NT$28.9910.
-
(f) Put options:
-
The bondholders have no right to require the Company to redeem the First Overseas Convertible Bonds, in whole or in part, unless the following events occur:
-
i. Except for the First Overseas Convertible Bonds previously redeemed, repurchased and retired, or converted, the bondholders have the right to require the Company to redeem the First Overseas Convertible Bonds, in whole or in part, on the date three years after the issuance at the price of the face value plus 0.0% per annum of the face value (calculated semi-annually) as the interests (the “early redemption amount”).
-
ii. The bondholders have the right to require the Company to redeem the First Overseas Convertible Bonds, in whole or in part, at the early redemption amount if the Company’s common stocks are unlisted from the Taiwan Stock Exchange or ceased trading over 30 consecutive business days.
-
iii. The bondholders have the right to require the Company to redeem the First Overseas Convertible Bonds, in whole or in part, at the early redemption amount if any changes occur to the Company’s controlling power as defined in the bond indenture.
-
The exercise of the aforementioned put options by the bondholders and the acceptance of the bondholders’ requests by the Company shall be conducted in accordance with the procedures as specified in the bond indenture. The Company will redeem the First Overseas Convertible Bonds in cash on the payment date as specified in the bond indenture. The early redemption amount is first translated into NTD using the fixed exchange rate, and it was then translated from NTD to USD using the exchange rate on the day for repayment (by reference to the fixing rate at 11 a.m. quoted by Taipei Forex Inc.).
~48~
(g) Redemption:
-
The Company may redeem the First Overseas Convertible Bonds early when one of the following conditions is met:
-
i. The Company may redeem the First Overseas Convertible Bonds, in whole, at the early redemption amount if the closing price of the Company’s common stocks on the Taiwan Stock Exchange (translated into USD based on the exchange rate on the day) reaches over 130% of the total amount of early redemption amount (defined later) multiplied by the conversion price on the day (translated into USD at the fixed exchange rate) and divided by the face value for 20 trade dates out of 30 consecutive business days during the period from the day after three years of the issuance to the maturity date.
-
ii. The Company may redeem the outstanding First Overseas Convertible Bonds, in whole, at the early redemption amount if over 90% of the First Overseas Convertible Bonds have been redeemed, converted, repurchased and retired.
-
iii. The Company may redeem the First Overseas Convertible Bonds, in whole, at the early redemption amount if changes to the R.O.C.’s tax regulations occur after the issue date and cause the Company to bear more tax or to pay extra interest expenses or increase in costs for the First Overseas Convertible Bonds. Also, the bondholders have no right to require the Company to cover extra tax and expense for their nonparticipation of the redemption.
-
The early redemption amount is first translated into NTD using the fixed exchange rate, and it was then translated from NTD to USD using the exchange rate on the day for repayment (by reference to the fixing rate of US$1 to NT$28.9910 at 11 a.m. quoted by Taipei Forex Inc.).
-
D. Regarding the issuance of convertible bonds, the equity conversion options amounting to $312,290 were separated from the liability component and were recognised in ‘capital surplus—share options’ in accordance with IAS 32. The call options and redemption embedded in bonds payable were separated from their host contracts and were recognised in ‘financial assets or liabilities at fair value through profit or loss’ in net amount in accordance with IAS 39 because the economic characteristics and risks of the embedded derivatives were not closely related to those of the host contracts.
~49~
(15) Long-term loans
| Long-term loans | ||||||
|---|---|---|---|---|---|---|
| December31,2020 | December31,2019 | |||||
| Secured bank loans | $ | 19,489,018 |
$ | 20,326,895 |
||
| Unsecured bank loans | 11,607,882 | 18,040,883 | ||||
| Add: Unrealized foreign exchange loss | ( |
148,492) |
49,713 | |||
| Less: Deferred expenses - hosting fee credit | ( | 14,905) |
( | 13,687) |
||
| 30,933,503 | 38,403,804 |
|||||
| Less: Current portion (recorded as other | ||||||
| current liabilities) | ( | 5,587,280) |
( | 8,584,919) |
||
| $ | 25,346,223 | $ | 29,818,885 | |||
| Maturity range | 2021.05~2029.05 | 2020.04~2027.03 | ||||
| Interest rate | 0.93%~2.91% | 1.12%~3.80% |
Please refer to Note 8 for details of the collaterals pledged for the above long-term loans.
(16) Other non-current liabilities
| Other non-current liabilities | ||
|---|---|---|
| Accrued pension liabilities Guarantee deposits received |
December31,2020 1,307,169 $ 12,250 1,319,419 $ |
December31,2019 |
| 1,290,072 $ 12,190 |
||
| 1,302,262 $ |
(17) 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 contribute 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.
~50~
(b)The amounts recognised in the balance sheet are as follows:
| December31, | December31, | 2020 | December31,2019 | December31,2019 | December31,2019 | ||
|---|---|---|---|---|---|---|---|
| Present value of defined benefit obligations | 1,933,690) ($ ($ |
1,876,357) |
|||||
| Fair value of plan assets | 626,521 |
586,285 |
|||||
| Net defined benefit liability | 1,307,169) ($ ($ |
1,290,072) | |||||
| (c)Movements in net defined benefit | liabilities | are as follows: | |||||
| Present value of | |||||||
| defined benefit | Fair value of | Net defined | |||||
| obligations | plan | assets | benefitliability | ||||
| Year ended December 31, 2020 | |||||||
| Balance at January 1 | ($ | 1,876,357) |
$ | 586,285 |
($ | 1,290,072) |
|
| Current service cost | ( | 12,871) |
- | ( | 12,871) |
||
| Interest (expense) income | ( | 13,700) |
4,407 | ( | 9,293) |
||
| Past service cost | - | - | - |
||||
| Curtailment(Settlement) | - | - | - | ||||
| ( | 1,902,928) |
590,692 | ( | 1,312,236) |
|||
| Remeasurements: | |||||||
| Return on plan assets | - | 18,948 | 18,948 | ||||
| (excluding amounts included in | |||||||
| interest income or expense) | |||||||
| Change in financial assumptions | ( | 80,744) |
- |
( | 80,744) |
||
| Experience adjustments | ( | 49,956) |
- | ( | 49,956) |
||
| ( | 130,700) |
18,948 | ( | 111,752) |
|||
| Pension fund contribution | - | 96,986 | 96,986 | ||||
| Paid pension | 99,938 | ( | 80,105) |
19,833 | |||
| Balance at December 31 | ($ | 1,933,690) |
$ | 626,521 | ($ | 1,307,169) |
~51~
| Present value of | Present value of | ||||||
|---|---|---|---|---|---|---|---|
| defined benefit | Fair value of | Net defined | |||||
| obligations | plan assets | 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 | - | 18,489 | 18,489 |
||||
| (excluding amounts included in | |||||||
| interest income or expense) | |||||||
| 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) |
(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, 2020 and 2019 is given in the Annual Labor Retirement Fund Utilisation Report announced by the government.
~52~
(e)The principal actuarial assumptions used were as follows:
| The principal actuarial assumptions | used were as follows: | |
|---|---|---|
| Year ended | Year ended | |
| December31,2020 | December 31, 2019 | |
| Discount rate | 0.30% | 0.75% |
| Future salary increases | 2.00% | 2.00% |
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:
==> picture [446 x 156] intentionally omitted <==
----- Start of picture text -----
Discount rate Future salary increases
Increase 0.25% Decrease 0.25% Increase 0.25% Decrease 0.25%
December 31, 2020
Effect on present value of
defined benefit
obligation ($ 45,498) $ 47,165 $ 32,620 ($ 31,616)
December 31, 2019
Effect on present value of
defined benefit
obligation ($ 44,328) $ 45,979 $ 30,979 ($ 29,999)
----- End of picture text -----
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, 2021 amount to $102,719.
(g)As of December 31, 2020, the weighted average duration of the retirement plan is 10 years. The analysis of timing of the future pension payment was as follows:
| he analysis of timing of the future pension payment was as follows: | |
|---|---|
| Within 1 year 1~2 years 2~5 years Over 5 years |
111,695 $ 77,858 324,293 1,480,196 |
| 1,994,042 $ |
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
~53~
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, 2020 and 2019 were $109,425 and $87,980, respectively.
-
(18) Capital stock
-
A. As of December 31, 2020, the Company’s authorised capital was $70,000,000, and the paid-in capital was $48,980,353, divided into 4,898,035 thousand shares of common stocks with a par value of $10 (in dollars) per share. All proceeds from shares issued have been collected.
-
B. The Company issued 85,062 shares of new shares during the period from December 29, 2020 to December 31, 2020 due to the exercise of conversion options by the overseas convertible corporate bondholders. All proceeds from share issuance have been collected by February 19, 2021.
-
C. On June 24, 2020, the shareholders meeting of the Company resolved to increase authorized capital from $50,000,000 to $70,000,000. All proceeds from share issuance have been collected by July 22, 2020.
-
D. 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 have been collected by December 31, 2019.
-
E. On December 31, 2020 and 2019, the numbers of the Company’s shares held by its associate accounted for using equity method, EITC, were 25,084 and 25,254 thousand shares, respectively.
-
(19) 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.
~54~
Year ended December 31, 2020
| Retained earnings Share Employee stock options Adjustments to share of changes in equity of associates and joint Donated premium exercised ventures assets Others At January 1 9,167,217 $ 110,956 $ 2,122,105 $ 446 $ 6,713 $ Expired unclaimed dividends - - - - 623 Proceeds from issuance of overseas convertible bonds - 379,915 - - - Conversion of overseas convertible bonds 690,551 67,625) ( - - - Recognition of change in equity of associates in proportion to the Company's ownership - - 22,463 - - At December 31 9,857,768 $ 423,246 $ 2,144,568 $ 446 $ 7,336 $ Share Employee stock options Adjustments to share of changes in equity of associates and joint Donated premium exercised ventures assets Others At January 1 8,833,283 $ 93,890 $ 2,124,813 $ 446 $ 6,713 $ Issuance of common stock for cash 333,934 17,066 - - - Recognition of change in equity of associates in proportion to the Company's ownership - - 2,708) ( - - At December 31 9,167,217 $ 110,956 $ 2,122,105 $ 446 $ 6,713 $ Year ended December 31, 2019 Year ended Year ended December31,2020 December31,2019 At January 1 3,659,042 $ 3,776,643 $ Profit for the year 24,364,926 112,519 Distribution of earnings - 29,392) ( Remeasurement on post employment benefit obligations, net of tax 291,317) ( 197,673) ( Adjustments to share of changes in equity of associates and joint ventures 1,809 3,055) ( At December 31 27,734,460 $ 3,659,042 $ |
Share Employee stock options Adjustments to share of changes in equity of associates and joint premium exercised ventures 9,167,217 $ 110,956 $ 2,122,105 $ - - - - 379,915 - 690,551 67,625) ( - - - 22,463 9,857,768 $ 423,246 $ 2,144,568 $ Year ended December 31, 2019 |
Share Employee stock options Adjustments to share of changes in equity of associates and joint premium exercised ventures 9,167,217 $ 110,956 $ 2,122,105 $ - - - - 379,915 - 690,551 67,625) ( - - - 22,463 9,857,768 $ 423,246 $ 2,144,568 $ Year ended December 31, 2019 |
Donated assets 446 $ - - - - 446 $ |
Others 6,713 $ 623 - - - |
|---|---|---|---|---|
| 7,336 $ |
||||
| Employee stock options Adjustments to share of changes in equity of associates and joint Donated exercised ventures assets Others 93,890 $ 2,124,813 $ 446 $ 6,713 $ 17,066 - - - - 2,708) ( - - 110,956 $ 2,122,105 $ 446 $ 6,713 $ Year ended Year ended December31,2020 December31,2019 3,659,042 $ 3,776,643 $ 24,364,926 112,519 - 29,392) ( 291,317) ( 197,673) ( 1,809 3,055) ( 27,734,460 $ 3,659,042 $ |
Others | |||
| 6,713 $ - - |
||||
| 6,713 $ |
(20) Retained earnings
~55~
-
A. According to the Company’s Articles of Incorporation, if there is any profit for a fiscal year, the Company shall first make provision for income tax and cover prior years’ losses, then appropriate 10% of the residual amount as legal reserve. Dividends shall be proposed by the Board of Directors and resolved by the stockholders.
-
B. Dividend policy
-
The Company is currently at the stable growth stage. In order to facilitate future expansion plans, dividends to stockholders are distributed mutually in the form of both cash and stocks with the basic principle that the ratio of cash dividends to total stock dividends shall not be lower than 10%.
-
C. Legal reserve
-
Except for covering accumulated deficit or issuing new stocks or cash to shareholders in proportion to their share ownership, the legal reserve shall not be used for any other purpose. The use of legal reserve for the issuance of stocks or cash to shareholders in proportion to their share ownership is permitted, provided that the balance of the reserve exceeds 25% of the Company’s paid-in capital.
-
D. In accordance with the regulations, the Company shall set aside special reserve from the debit balance on other equity items at the balance sheet date before distributing earnings. When debit balance on other equity items is reversed subsequently, the reversed amount could be included in the distributable earnings.
-
E. The appropriation of 2018 earnings was adopted by the stockholders on June 21, 2019 is as follows:
Year ended December 31, 2018 Amount Accrual of legal reserve $ 29,392
- F. 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 for legal reserve. Additionally, the Company will retain distributable earnings for its future operating plan, thus, the Company will not appropriate for shareholders’ bonus.
~56~
- G. The appropriation of 2020 earnings was adopted by the Board of Directors on March 22, 2021 as follows:
| Accrual of legal reserve Accrual of special reserve Appropriate cash dividends to shareholders |
Year ended Year ended December31,2019 December 31, 2019 Dividend per share Amount (in dollars) 2,407,542 $ 581,406 $ 13,156,234 $ 2.5 $ |
|---|---|
As of March 22, 2021, the above-mentioned 2020 earnings appropriation had not been resolved by the stockholders.
(21) Other equity items
| by the stockholders. Other equity items |
|||
|---|---|---|---|
| At January 1, 2020 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, 2020 |
Unrealised gains (losses) onvaluation 1,411,638 $ 156,060 3,650) ( 322,535 1,809) ( - - - - - - - 1,884,774 $ |
Hedging reserve |
Currency translation Total 856,773) ($ 1,134,622 $ - 156,060 - 3,650) ( - 322,535 1,809) ( - - - 554,654 - 110,931) ( - 838,684 3,160,573) ( 3,160,573) ( 4,589 4,589 315,587) ( 315,587) ( 4,328,344) ($ 581,406) ($ |
| 579,757 $ - - - - 554,654 110,931) ( 838,684 - - - 1,862,164 $ |
~57~
| 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 |
Unrealised gains (losses) onvaluation 1,234,225 $ 134,715 5,115 37,531 52 - - - - - - 1,411,638 $ |
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 $ |
|
|---|---|---|---|---|
| 58,649) ($ - - - - 460,138 92,028) ( 270,296 - - - 579,757 $ |
(22) Operating revenue
| Revenue from contracts with customers Other - ship rental and slottage income |
Year ended Year ended December31,2020 December 31, 2019 50,920,278 $ 44,081,161 $ 702,845 605,977 51,623,123 $ 44,687,138 $ |
|---|---|
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 December31,2020 Revenue from external customer contracts Inter-segment revenue Total segment revenue |
Asia 14,724,850 $ 1,714,697 16,439,547 $ |
America 15,938,387 $ 1,695,537 17,633,924 $ |
Europe 14,577,055 $ 526,220 15,103,275 $ |
Others 1,741,910 $ 1,622 1,743,532 $ |
Total |
|---|---|---|---|---|---|
| 46,982,202 $ 3,938,076 |
|||||
| 50,920,278 $ |
~58~
==> picture [451 x 135] intentionally omitted <==
----- Start of picture text -----
Year ended
December 31, 2019 Asia America Europe Others Total
Revenue from $ 14,551,189 $ 15,931,117 $ 9,175,988 $ 665,486 $ 40,323,780
external customer
contracts
Inter-segment
revenue 1,164,695 2,007,692 584,994 - 3,757,381
Total segment
revenue $15,715,884 $17,938,809 $ 9,760,982 $ 665,486 $44,081,161
----- End of picture text -----
B. Contract assets and liabilities
The Company has recognised the following revenue-related contract assets and liabilities:
| Contract assets: Contract assets relating to marine freight income Contract liabilities: Contract liabilities – unearned marine freight income |
December31,2020 December 31, 2019 802,464 $ 372,492 $ 494,792 $ 536,774 $ |
January 1, 2019 |
|---|---|---|
| 682,327 $ |
||
| 431,290 $ |
Revenue recognised that was included in the contract liability balance at the beginning of the period:
| period: | ||||
|---|---|---|---|---|
| (23) (24) |
Other gains-net Interest income Marine freight income Gains on disposal of property, plant and equipment Interest income from bank deposits Interest income from financial assets measured at amortised cost |
Year ended Year ended December31,2020 December31,2019 536,774 $ 431,290 $ Year ended Year ended December31,2020 December 31, 2019 3,170 $ 4,649 $ December31,2020 December31,2019 112,207 $ 284,290 $ 22,593 32,030 134,800 $ 316,320 $ |
Year ended December31,2019 |
|
| 431,290 $ |
~59~
(25) Other income
| Other income | ||
|---|---|---|
| Rental revenue Dividend income Other income – others |
Year ended December31,2020 108,010 $ 50,516 203,729 362,255 $ |
Year ended December31,2019 115,918 $ 45,631 38,757 |
| 200,306 $ |
(26) Other gains and losses
| Other gains and losses | |||||
|---|---|---|---|---|---|
| Year ended | Year ended | ||||
| December31,2020 | December 31, 2019 | ||||
| Net currency exchange gains | $ | 503,637 |
125,466 $ |
||
| Gains on financial assets at fair value through | 30,027 | - | |||
| profit or loss | |||||
| Losses on disposal of investments | 99 | ( | 36) |
||
| Gains arising from lease modifications | ( | 259) |
1,237 | ||
| Depreciation charges on investment property | ( | 19,071) |
( | 19,145) |
|
| Other non-operating expenses | ( | 82,671) |
( | 90,391) |
|
| $ | 431,762 | 17,131 $ |
(27) Finance costs
| Year ended | Year ended | |||||
|---|---|---|---|---|---|---|
| December31,2019 | December31,2018 | |||||
| Interest expense: | ||||||
| Bank borrowings | $ | 483,801 |
$ | 671,128 |
||
| Corporate bonds | 124,782 | 101,200 | ||||
| Lease liabilities | 596,424 | 542,509 | ||||
| 1,205,007 | 1,314,837 | |||||
| Less: Capitalisation of qualifying assets | ( | 18,638) |
( | 9,912) |
||
| Finance costs | $ | 1,186,369 | $ | 1,304,925 |
~60~
(28) Expenses by nature
| Year ended December31,2020 Employee benefit expense 3,784,844 $ Depreciation charges on property, plant and equipment 2,469,944 Depreciation charges on right-of-use assests 2,852,851 Amortisation charges on intangible assets 17,266 Stevedorage 15,064,018 Inland haulage and canal due 8,516,195 Bunker fuel 5,315,736 Operating lease payments 321,060 Commission 2,457,287 Port charge 1,594,561 Ship supplies and lubricant oil 254,406 Professional service and data service expenses 1,554,620 Other operating costs and expenses 2,260,932 46,463,720 $ |
Year ended December31,2019 2,687,938 $ 2,279,403 2,514,484 16,458 12,622,384 9,164,021 7,036,586 284,512 1,980,339 1,595,565 285,814 1,665,179 2,382,542 |
|---|---|
| 44,515,225 $ |
(29) 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, 2020 3,286,719 $ 200,711 131,588 22,869 142,957 3,784,844 $ |
Year ended December 31, 2019 |
| 2,272,371 $ 175,721 113,527 9,074 117,245 |
||
| 2,687,938 $ |
-
A. According to the Articles of Incorporation of the Company, when distributing earnings, the Company shall distribute bonus to the employees that account for no less than 0.5% and pay remuneration to the directors and supervisors that account for no more than 2% of the total distributed amount.
-
B. (a) In accordance with the Articles of Incorporation of the Company, based on the profit for the year ended December 31, 2020, employees’ compensation and directors’ remunerations were accrued based on 0.5% and 0.04% at $131,254 and $9,500, respectively. The aforementioned amount was recognised in salary expenses. The actual distributed amounts as resolved by the Board of Directors were in agreement with the accrued amounts. The employees’ compensation will be distributed in the form of cash.
-
B (b) For the year ended December 31, 2019, the Company generated loss and thus did not accrue employees’ and supervisors’ remuneration.
~61~
Information about the appropriation of employees’, directors’ and supervisors’ remuneration by the Company as proposed by the Board of Directors will be posted in the “Market Observation Post System” at the website of the Taiwan Stock Exchange.
(30) Income tax
A. Income tax expense (benefit)
- (a)Components of income tax expense (benefit):
| Current tax: Current tax on profits for the year Prior year income tax overestimation Total current tax Deferred tax: Origination and reversal of temporary differences Total deferred tax Income tax expense (benefit) |
Year ended Year ended December31,2020 December31,2019 383,262 $ - $ - 3,277 383,262 3,277 1,361,790 164,996) ( 1,361,790 164,996) ( 1,745,052 $ 161,719) ($ |
|---|---|
- (b)The income tax (charge)/credit relating to components of other comprehensive income is as follows:
| follows: | ||||||
|---|---|---|---|---|---|---|
| Year ended | Year ended | |||||
| December31,2020 | December31,2019 | |||||
| Changes in fair value of available | $ | 3,650 |
($ | 5,115) |
||
| -for-sale financial assets | ||||||
| Currency translation differences | ( | 4,589) |
( | 18) |
||
| Remeasurement of defined | ||||||
| benefit obligations | ( | 22,351) |
( | 15,048) |
||
| Cash flow hedges | 110,931 | 92,028 | ||||
| Share of other comprehensive | ||||||
| income of associates | ( | 5,907) |
( | 8,680) |
||
| $ | 81,734 | $ | 63,167 |
(c)The income tax charged/(credited) to equity during the period is as follows:
| Reduction in capital surplus caused by recognition of foreign investees based on the shareholding ratio Reduction in retained earnings caused by recognition of foreign investees not based on the shareholding ratio |
Year ended Year ended December31,2020 December31,2019 70 $ 86 $ - 2) ( 70 $ 84 $ |
|---|---|
~62~
B. Reconciliation between income tax expense (benefit) and accounting profit
| Year ended | Year ended | ||||
|---|---|---|---|---|---|
| December31,2020 | December 31, 2019 | ||||
| Tax calculated based on profit | $ | 5,221,996 |
($ | 9,840) |
|
| before tax and statutory tax rate | |||||
| Expenses disallowed by tax regulation | 14,491 |
21,472 |
|||
| Tax exempt income by tax regulation | ( | 3,494,602) |
( | 182,090) |
|
| Prior year income tax overestimation | - |
3,277 |
|||
| Effect from tax losses | 3,167 |
5,462 |
|||
| Income tax expense (benefit) | $ | 1,745,052 |
($ | 161,719) |
C. Amounts of deferred tax assets or liabilities as a result of temporary differences, loss carryforward and investment tax credits are as follows:
| Recognised Recognised in other in profit comprehensive Recognised January1 or loss income in equity December31 -Deferred tax assets:Temporary differences: Bad debts expense 16,376 $ 14,587) ($ - $ - $ 1,789 $ Loss on valuation of financial assets 744 - 744) ( - - Deferred profit from disposal of loading and unloading equipment 12,801 1,779) ( - - 11,022 Unrealized expense 58,884 43,034) ( - - 15,850 Unrealized exchange loss 28,633 28,633) ( - - - Pension fund contribution 174,867 18,931) ( - - 155,936 Remeasurements of defined benefit obligation 83,147 - 22,351 - 105,498 Net operating loss carryforward 418,670 418,670) ( - - - 794,122 525,634) ( 21,607 - 290,095 -Deferred tax liabilities:Temporary differences: Gain on valuation of financial assets - $ - $ 2,906) ($ - $ 2,906) ($ Equity-accounted investment income 706,970) ( 768,884) ( 10,496 70) ( 1,465,428) ($ Unrealized exchange gain - 67,272) ( - - 67,272) ( Cash flow hedges 92,028) ( - 110,931) ( - 202,959) ( 798,998) ( 836,156) ( 103,341) ( 70) ( 1,738,565) ( 4,876) ($ 1,361,790) ($ 81,734) ($ 70) ($ 1,448,470) ($ 2020 |
2020 | |||
|---|---|---|---|---|
| December31 | ||||
| 1,789 $ - 11,022 15,850 - 155,936 105,498 - |
||||
| 290,095 |
~63~
| 2019 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recognised | ||||||||||||||
| Recognised | in other | |||||||||||||
| in profit | comprehensive | Recognised | ||||||||||||
| January1 | or loss | income | in | equity | December31 | |||||||||
-Deferred tax assets: |
||||||||||||||
| Temporary differences: | ||||||||||||||
| Bad debts expense | $ | 16,417 |
($ | 41) |
$ | - |
$ | - |
$ | 16,376 |
||||
| Loss on valuation of financial | ||||||||||||||
| assets | - | - |
744 | - | 744 | |||||||||
| Deferred profit from disposal | ||||||||||||||
| of loading and unloading | ||||||||||||||
| equipment | 14,588 | ( | 1,787) |
- | - | 12,801 | ||||||||
| Unrealized expense | 14,338 | 44,546 | - | - | 58,884 | |||||||||
| Unrealized exchange loss | 31,146 | ( | 2,513) |
- | - | 28,633 | ||||||||
| Pension fund contribution | 196,145 | ( | 21,278) |
- | - | 174,867 | ||||||||
| Remeasurements of defined | ||||||||||||||
| benefit obligation | 68,099 | - | 15,048 | - | 83,147 | |||||||||
| Net operating loss carryforward | 345,617 | 73,053 | - | - | 418,670 | |||||||||
| 686,350 | 91,980 | 15,792 | - | 794,122 | ||||||||||
-Deferred tax liabilities: |
||||||||||||||
| Temporary differences: | ||||||||||||||
| Gain on valuation of financial | ||||||||||||||
| assets | ($ | 4,371) |
$ | - |
$ | 4,371 |
$ | - |
$ | - |
||||
| Equity-accounted | ||||||||||||||
| investment income | ( | 788,600) |
73,016 | 8,698 | ( | 84) |
($ | 706,970) |
||||||
| Cash flow hedges | - | - | ( | 92,028) |
- | ( | 92,028) |
|||||||
| ( | 792,971) |
73,016 |
( | 78,959) |
( | 84) |
( | 798,998) |
||||||
| ($ | 106,621) | $ | 164,996 | ($ | 63,167) | ($ | 84) | ($ | 4,876) |
- D. Expiration dates of unused tax losses and amounts of unrecognised deferred tax assets are as follows:
December 31, 2020 : None.
December 31, 2019
| December31,2019 | December31,2019 | |
|---|---|---|
| Year incurred 2019 2018 2017 2016 2015 |
Unrecognised Final year Amountfiled Unused taxcredits deferred taxassets taxcredits are due 392,576 $ 392,576 $ - $ 2029 671,047 671,047 - 2028 12,894 12,894 - 2027 747,045 747,045 - 2026 269,787 269,787 - 2025 2,093,349 $ 2,093,349 $ - $ |
|
| 2029 2028 2027 2026 2025 |
~64~
-
E. The Company has not recognised taxable temporary differences associated with investment in subsidiaries as deferred tax liabilities. As of December 31, 2020 and 2019, the amounts of temporary difference unrecognised as deferred tax liabilities were $26,906,819 and $12,524,548, respectively.
-
F. As of December 31, 2020, the Company’s income tax returns through 2017 have been assessed and approved by the Tax Authority.
(31) Earnings (loss) per share
| Basic earnings per share Profit attributable to ordinary shareholders of the parent Diluted earnings per share Profit attributable to ordinary shareholders of the parent Assumed conversion of all dilutive potential ordinary shares Euro-Convertible bonds Employees' compensation Profit attributable to ordinary shareholders of the parent plus assumed conversion of all shares |
Weighted average number of ordinary shares outstanding Earnings per share Amount aftertax (sharesinthousands) (indollars) 24,364,926 $ 4,813,206 5.06 $ 24,364,926 $ 4,813,206 23,582 100,886 - 3,225 24,388,508 $ 4,917,317 4.96 $ YearendedDecember31,2020 |
|---|---|
~65~
| 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 |
Weighted average number of ordinary shares outstanding Earnings per share Amount aftertax (sharesinthousands) (indollars) 112,519 $ 4,536,809 0.02 $ 112,519 $ 4,536,809 0.02 $ YearendedDecember31,2019 |
|---|---|
| Amount aftertax 112,519 $ 112,519 $ |
| (32) | Supplemental cash flow information Investing activities with partial cash payments A. Property, plant and equipment B. Prepayment for equipment (recorded as other non-current assets) Year ended Year ended December 31, 2020 December31,2019 Purchase of property, plant and equipment 2,416,037 $ 947,366 $ Add: Opening balance of payable on equipment 2,500 4,274 Less: Ending balance of payable on equipment 9,771) ( 2,500) ( Cash paid during the year 2,408,766 $ 949,140 $ Year ended Year ended December31,2020 December31,2019 Purchase of prepayments for equipment 2,176,096 $ 3,422,963 $ Add: Opening balance of payable on prepayments for equipment - 154 Less: Ending balance of payable on prepayments for equipment 4,484) ( - Capitalisation of qualifying assets 18,638) ( 9,912) ( Cash paid during the year 2,152,974 $ 3,413,205 $ |
|---|---|
~66~
(33) Changes in liabilities from financing activities
| Corporate bonds | Corporate bonds | Corporate bonds | Corporate bonds | Long-term | Guarantee | Guarantee | Lease liabilities and | Lease liabilities and | Lease liabilities and | Liabilities | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| payable (including | borrowings (including | deposits | financial liabilities | from financing | |||||||||||||
| currentportion) | currentportion) | received | for hedging | activities-gross | |||||||||||||
| At January 1, 2020 | $ | 10,000,000 |
$ | 38,403,804 |
$ | 12,190 |
$ | 22,228,930 |
$ | 70,644,924 |
|||||||
| Changes in cash flow from | |||||||||||||||||
| financing activities | 8,635,118 | ( | 7,470,301) |
60 | ( | 2,832,683) |
( | 1,667,806) |
|||||||||
| Remeasurement of lease | |||||||||||||||||
| liabilities | - | - | - |
( | 25,520) |
( | 25,520) |
||||||||||
| Deductions to lease liabilities |
- |
- | - | ( | 22,738) |
( | 22,738) |
||||||||||
| Changes in other non-cash | |||||||||||||||||
| items | ( | 1,856,075) |
- |
- | 259 | ( | 1,855,816) |
||||||||||
| Impact of changes in | |||||||||||||||||
| foreign exchange rate | - | - | - | ( | 936,209) | ( | 936,209) |
||||||||||
| At December 31, 2020 | $ | 16,779,043 | $ | 30,933,503 | $ | 12,250 |
$ | 18,412,039 |
$ | 66,136,835 | |||||||
| Corporate | Long-term | Guarantee | Lease liabilities and | Liabilities | |||||||||||||
| bonds | borrowings (including | deposits | financial liabilities | from financing | |||||||||||||
| payable | currentportion) | received | for hedging | activities-gross | |||||||||||||
| At January 1, 2019 | $ | 10,000,000 |
$ | 40,085,191 |
$ | 12,370 |
$ | - |
$ | 50,097,561 |
|||||||
| 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) |
||||||||
| Remeasurement of lease | |||||||||||||||||
| liabilities | - | - | - | ( | 268,904) |
( | 268,904) |
||||||||||
| Additions to lease | |||||||||||||||||
| liabilities | - | - | - | 10,654,719 | 10,654,719 | ||||||||||||
| Deductions to lease liabilities |
- | - | - | ( | 122,132) |
( | 122,132) |
||||||||||
| Hosting fee credit | - | ( | 270) |
- | - | ( | 270) |
||||||||||
| Changes in other non-cash | |||||||||||||||||
| items | - | - | - | ( | 1,237) |
( | 1,237) |
||||||||||
| Impact of changes in | |||||||||||||||||
| foreign exchange rate | - | - | - | ( | 460,138) |
( | 460,138) |
||||||||||
| At December 31, 2019 | $ | 10,000,000 | $ | 38,403,804 | $ | 12,190 | $ | 22,228,930 | $ | 70,644,924 |
~67~
7. RELATED PARTY TRANSACTIONS
(1) Names of the related parties and their relationship with the Company
Names of related parties Relationship with the Company Taiwan Terminal Services Co., Ltd. (TTSC) Subsidiary Peony Investment S.A. (Peony) Subsidiary Everport Terminal Services Inc. (ETS) Subsidiary Evergreen Marine (Hong Kong) Ltd. (EGH) Subsidiary Evergreen Shipping Agency (Israel) Ltd. (EIL) Subsidiary Evergreen Marine Corp. (Malaysia) SDN BHD (EGM) Indirect subsidiary Clove Holding Ltd. (CLOVE) Indirect subsidiary PT. Multi Bina Transport (MBT) Indirect subsidiary PT. Multi Bina Pura International (MBPI) Indirect subsidiary Greencompass Marine S.A. (GMS) Indirect subsidiary Evergreen Heavy Industrial Co., (Malaysia) Berhad. (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 Indirect subsidiary Armand Investment (Netherlands) N.V. (Armand N.V.) (liquidation on June 30, 2020) 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 Indirect subsidiary Armand Estate B.V. (Armand B.V.) (liquidation on June 25, 2020) Whitney Equipment LLC. (Whitney) Indirect subsidiary Evergreen Shipping Agency (Vietnam) Corp. (EGV) Indirect subsidiary 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
~68~
Names of related parties
Relationship with the Company
Evergreen Shipping Agency (Colombia) S.A.S. (ECO) Evergreen Shipping Agency Mexico S.A. DE C.V. (EMX) Evergreen Shipping Agency (Greece) Societe Anonyme (EGRC) Evergreen Shipping Agency (Brazil) Ltd. (EBR) Evergreen Shipping Agency (China) Co., Ltd. (ECN) Kingtrans International Logistics (Tianjin) Co., Ltd. (KTIL) Ever Shine (Shanghai) Enterprise Management Consulting Co., Ltd. (EVSSHG) Ever Shine (Ningbo) Enterprise Management Consulting Co., Ltd. (EVSNBO) Ever Shine (Shenzhen) Enterprise Management Consulting Co., Ltd. (EVSXZN) Ever Shine (Qingdao) Enterprise Management Consulting Co., Ltd. (EVSQND) Evergreen International Storage and Transport Corporation (EITC)
EVA Airways Corporation (EVA) Evergreen Security Corporation (ESC) Charng Yang Development Co., Ltd. (CYD) Taipei Port Container Terminal Corporation (TPCT) Ningbo Victory Container Co., Ltd. (NVC) Qingdao Evergreen C&T Co., Ltd. (QECT) Evergreen Marine (Latin America), S.A. (ELA)
Evergreen Shipping Agency Lanka (Private) Limited (ELK)
Greenpen Properties Sdn. Bhd. (GPP) Luanta Investment (Netherlands) N.V. (Luanta) Balsam Investment (Netherlands) N.V. (Balsam) Italia Marittima S.p.A. (ITS) Colon Container Terminal S.A. (CCT) PT. Evergreen Shipping Agency Indonesia (EMI) Evergreen Shipping Agency Co. (U.A.E) LLC (UAE) VIP Greenport Joint Stock Company (VGP) Ics Depot Services Sdn. Bhd. (IDS)
Ever Ecove Corporation (EEC)
Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Indirect subsidiary Associate Associate Associate Associate Associate Associate Associate Associate (An Indirect subsidiary since March 1, 2020) Associate (An Associate since March 1, 2019) Associate Associate Associate Associate Associate Associate Associate Associate Associate Associate (An Associate since December 1, 2020)
~69~
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 Evergreen Steel Corp. (EGST) 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 Evergreen Aviation Precision Corporation (EGAP) Technologies Corporation on Febuary 28, 2019) Central Reinsurance Corporation (CRC) Other related party Evergreen International S.A. (EIS) Other related party Evergreen Marine (Singapore) Pte. Ltd. (EMS) Other related party Gaining Enterprise S.A. (GESA) Other related party Evergreen Insurance Company Ltd. (EINS) Other related party Evergreen Shipping Agency (America) Corporation (EGA) Other related party Evergreen Shipping Agency (Japan) Corporation (EGJ) Other related party Other related party Evergreen Shipping Agency Philippines Corporation (EGP) (An Indirect subsidiary since July 1, 2020) Evergreen International Myammar Co., Ltd. (EIM) Other related party Chestnut Estate B.V. (Chestnut) Other related party Advanced Business Process, Inc.(ABPI) Other related party Unigreen Marine S.A.(UMS) Other related party Evergreen Logistics Philippines Corp. (ELCP) Other related party Round the World S.A.(RTW) Other related party Evergreen Logistics Co., Ltd.(ELCSH) Other related party Evergreen Logistics (HK) Ltd.(ELCHK) 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, 2020.
~70~
(2) Significant related party transactions and balances
A. Sales of services:
| nificant related party transactions and balances Sales of services: |
||
|---|---|---|
| Sales of services: Subsidiaries Associates Other related parties |
Year ended December 31, 2020 4,440,291 $ 483,285 1,787,942 6,711,518 $ |
Year ended December31,2019 3,760,679 $ 444,876 2,186,282 |
| 6,391,837 $ |
The business terms on which the company transacts with related parties are of no difference from those with non-related parties.
B. Purchases of services:
| those with non-related parties. Purchases of services: |
||
|---|---|---|
| Purchases of services: Subsidiaries Associates Other related parties |
Year ended December31,2020 6,457,860 $ 1,010,699 2,189,512 9,658,071 $ |
Year ended December 31, 2019 |
| 5,691,253 $ 943,669 2,500,202 |
||
| 9,135,124 $ |
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 |
December31,2020 30,555 $ 24,107 14,386 69,048 $ |
December 31, 2019 |
| 25,959 $ 66,164 20,027 |
||
| 112,150 $ |
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| Other receivables: Subsidiaries -GMS -EIL -EGH -Others Associates Other related parties -EIC -Others |
December31,2020 December31,2019 29,061 $ - $ 19,065 - 18,185 - 512 933 2,825 857 10,990 3,132 57 238 80,695 $ 5,160 $ |
|---|---|
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:
| Accounts payable: Subsidiaries Associates Other related parties Other payables: Subsidiaries Associates Other related parties |
December31,2020 286,996 $ 19,343 4,449 310,788 $ December31,2020 4 $ 3,519 7,483 11,006 $ |
December31,2019 |
|---|---|---|
| 201,959 $ 32,166 49,074 |
||
| 283,199 $ |
||
| December31,2019 | ||
| - $ 6,363 2,747 |
||
| 9,110 $ |
The payables to related parties arise mainly from purchase transactions. The payables bear no interest.
~72~
E. Agency accounts:
(a) Debit balance of agency accounts
| Agency accounts: (a) Debit balance of agency accounts |
||
|---|---|---|
| (b) Credit balance of agency accounts Shipowner’s accounts: (a) Debit balance of shipowner’s accounts December31,2020 Subsidiaries -EEU27,744 $ -EGI34,046 -Others34,888 Associates - Other related parties -EIC525,073 -EGA524,977 -Others- 1,146,728 $ December31,2020 Subsidiaries -EGV29,569 $ -Others33,730 Associates -EMI5,250 -Others12,733 Other related parties -EGJ248,451 -EGA- -Others- 329,733 $ December31,2020 Subsidiaries -EMU73,603 $ Associates -ITS893,161 Other related parties -EIS122,329 -GESA14,756 1,103,849 $ |
December31,2019 131,820 $ 7,310 53,879 50 219,154 - 905 413,118 $ December31,2019 68,694 $ 12,434 118,424 2,901 233,639 75,997 3,547 515,636 $ December31,2019 770,731 $ - 49,973 28,956 849,660 $ |
|
| 68,694 $ 12,434 118,424 2,901 233,639 75,997 3,547 |
||
| 515,636 $ |
||
| December31,2019 | ||
| 770,731 $ - 49,973 28,956 |
||
| 849,660 $ |
F. Shipowner’s accounts:
- (a) Debit balance of shipowner’s accounts
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(b) Credit balance of shipowner’s accounts
| December | 31,2020 | December | 31,2019 | |
|---|---|---|---|---|
| Subsidiaries | ||||
-GMS |
$ | 74,292 |
$ | 409,522 |
-EGH |
214,357 |
318,823 |
||
| Associates | ||||
-ITS |
- |
133,319 |
||
| Other related parties | ||||
-EMS |
1,493,995 | 214,242 |
||
| $ | 1,782,644 | $ | 1,075,906 |
-
G. Property transactions:
-
(a) Acquisition of property, plant and equipment:
| perty transactions: Acquisition of property, plant and equipment: |
||
|---|---|---|
| Associates Other related parties |
Year ended December 31, 2020 8,570 $ 74,787 83,357 $ |
Year ended December31,2019 |
| 4,446 $ 172 |
||
| 4,618 $ |
(b) Disposal of property, plant and equipment:
| Other related parties | Disposal Gain proceeds ondisposal - $ - $ Year ended December31,2020 |
Year ended December 31, 2019 |
Year ended December 31, 2019 |
|---|---|---|---|
| Disposal proceeds - $ |
Disposal proceeds 149 $ |
Gain ondisposal |
|
| 14 $ |
- 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:
| 1,443,795. ease liabilities Outstanding balance: |
||
|---|---|---|
| Associates Other related parties |
December31,2020 28,583 $ 204,123 232,706 $ |
December31,2019 |
| - $ 89,109 |
||
| 89,109 $ |
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ii Interest expense
| i Interest expense | ||||
|---|---|---|---|---|
| Year ended | Year ended | |||
| December31,2020 | December31,2019 | |||
| Associates | $ | 2,332 |
$ | - |
| Other related parties | 15,167 |
1,374 |
||
| $ | 17,499 | $ | 1,374 | |
| ease liabilities designated as hedges: | ||||
| December31,2020 | December 31, 2019 | |||
| Associates | $ | - |
$ | 94,050 |
| Other related parties | - | 610,456 | ||
| $ | - |
$ | 704,506 |
-
(d) Lease liabilities designated as hedges:
-
I. Endorsements and guarantees provided to related parties:
| Subsidiaries Associates |
December31,2020 December31,2019 128,326,235 $ 120,843,257 $ 1,585,738 3,182,578 129,911,973 $ 124,025,835 $ |
|---|---|
-
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.
-
K. To cooperate with the adjustment of the Group’s organisational structure and the consideration of tax, on December 24, 2019, the Board of Directors of the Company resolved to sold 17.5% shares of the investee, ELA, which is accounted for using equity method, to the subsidiary, EGH, on March 1, 2020. The transaction price was USD1.0859 per share and the total transaction amount was USD144.
-
L. To simplify investment structure, on November 11, 2019, the Board of Directors of the Company resolved to acquire 35,421 thousand shares of the investee, Taipei Port, 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.
(3) Key management compensation
| Key management compensation | ||
|---|---|---|
| Salaries and other short-term employee benefits Post-employment benefits |
Year ended December31,2020 73,623 $ 2,170 75,793 $ |
Year ended December31,2019 |
| 37,112 $ 2,141 |
||
| 39,253 $ |
~75~
8. PLEDGED ASSETS
The Company’s assets pledged as collateral are as follows:
==> picture [484 x 238] intentionally omitted <==
----- Start of picture text -----
Book value
Pledged assets December 31, 2020 December 31, 2019 Purpose
Financial assets at amortised cost
- Restricted reserve account $ 2 $ 1
- Pledged time deposits 189,651 186,940 Guarantee
Property, plant and equipment
-Land 514,312 514,312 Long-term loan
-Buildings 166,275 173,638 "
-Ships 28,672,456 27,438,884 "
-Loading and unloading equipment 966,163 1,030,546 "
Investment property
-Land 1,285,781 1,285,781 Long-term loan
-Buildings 415,688 434,095 "
$ 32,210,328 $ 31,064,197
----- End of picture text -----
9. 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 all amounting to USD 5,000.
-
B. As of December 31, 2020 and 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 $38,053,743 and $38,917,899, respectively, and the unutilized credits was $7,105,334 and $500,408, respectively.
-
C. As of December 31, 2020 and 2019, the amount of guaranteed notes issued by the Company for loans borrowed was $92,037,348 and $72,607,919, respectively.
-
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, 2020, the total price of the contracts, wherein the vessels have not yet been delivered, amounted to USD 408,800, USD 327,040 of which remain unpaid.
-
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. As of December 31, 2020, the total price of the contract amount is USD 13,625, of which USD 7,000 remain unpaid. Moreover, the Company signed installation contracts with Huarun Dadong Dockyard Co., Ltd. and COSCO Shipping Heavy Industry (Zhoushan) Co., Ltd..As of December 31, 2020, the total price of the contracts amounted to USD 21,460, of which USD 17,720 remain
~76~
unpaid.
-
F. To meet its operational needs, the Company signed the transportation equipment purchase contracts. As of December 31, 2020, the total price of the contracts, wherein the equipment have not yet been delivered, amounted to USD 54,540, of which USD 54,540 remain unpaid.
-
G. To meet its operational needs, the Company signed the loading and unloading equipment purchase contracts. As of December 31, 2020, the total price of the contracts, wherein the equipment have not yet been delivered, amounted to USD 236,105, of which USD 236,105 remain unpaid.
-
H. For the Company’s lease contracts which ware entered into but not yet completed construction, as of December 31, 2020, the expected minimum lease payment in the future was $14,495,000.
-
I. As of December 31, 2020, the Company had entered into a service contract which was not belonging to lease component. The amount of future commitment payment is provided in Note 6(9).
10. SIGNIFICANT DISASTER LOSS
None.
11. SIGNIFICANT EVENTS AFTER THE BALANCE SHEET DATE
-
A. For details of appropriation of earnings as proposed by the Board of Directors on March 22, 2021, please refer to Note 6(20).
-
B. In order to strengthen the Company’s operational competitiveness, the Company planned to establish a wholly-owned subsidiary, Evergreen Marine (Asia) Pte. Ltd., in Singapore with an investment amount of USD 50,000 as resolved by the Board of Directors on March 22, 2021.
-
C. In order to obtain funds for mid-to-long-term operation and improve the financial structure, the Company issued $5,000,000, 0% fourth domestic unsecured convertible bonds at face value of $100 or its integral multiple per share as resolved by the Board of Directors on March 22, 2021. The bonds mature 5 years from the issue date. The issuance price was based on 100%-101% of the bonds’ face value.
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
~77~
December 31, 2020
December 31, 2019
Financial assets
| December31,2020 Financial assets |
December31,2019 |
|---|---|
| Financial assets mandatorily measured at fair value through profit or loss 4,289 $ Financial assets at fair value through other comprehensive income Designation of equity instrument 1,312,358 $ Financial assets at amortised cost Cash and cash equivalents 20,562,990 $ Financial assets at amortised cost 4,460,861 Notes receivables 29 Accounts receivable 3,344,778 Other accounts receivable 109,158 Guarantee deposits paid 17,700 28,495,516 $ Financial liabilities Financial liabilities at amortised cost Accounts payable 5,240,713 $ Other accounts payable 1,325,992 Bonds payable (including current portion) 16,779,043 Lease liabilities (including currentportion) 7,541,664 Long-term borrowings (including current portion) 30,933,503 Guarantee deposits received 12,250 61,833,165 $ Financial liabilities for hedging (including current portion) 10,870,375 $ Financial assets measured at fair value through profit or loss |
- $ |
| 1,156,298 $ |
|
| 18,767,848 $ 1,688,797 166 2,989,434 74,262 18,091 |
|
| 23,538,598 $ |
|
| 3,653,222 $ 1,216,513 10,000,000 2,039,988 38,403,804 12,190 |
|
| 55,325,717 $ |
|
| 20,188,942 $ |
-
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.
-
(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.
~78~
-
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) |
December31,2020 | December31,2020 | |
|---|---|---|---|
| Foreign currency amount (In Thousands) 1,081,534 $ 1,336,423 $ |
Exchangerate 28.0960 28.0960 |
Book value (NTD) |
|
| 30,386,779 $ 37,548,141 $ |
|||
~79~
==> picture [423 x 183] intentionally omitted <==
----- Start of picture text -----
December 31, 2019
Foreign
currency
amount Book value
(In Thousands) Exchange rate (NTD)
(Foreign currency: functional currency)
Financial assets
Monetary items
USD:NTD $ 755,004 30.0130 $ 22,659,935
Financial liabilities
Monetary items
USD:NTD $ 1,328,940 30.0130 $ 41,506,178
----- End of picture text -----
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, 2020 and 2019 amounted to $503,637 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 Effect on profit Effect on other comprehensive variation or loss income 1% 303,868 $ - $ 1% 266,777 $ 108,704 $ YearendedDecember31,2020 Sensitivity analysis Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 226,599 $ - $ 1% 213,173 $ 201,889 $ YearendedDecember31,2019 Sensitivity analysis |
Degree of Effect on profit Effect on other comprehensive variation or loss income 1% 303,868 $ - $ 1% 266,777 $ 108,704 $ YearendedDecember31,2020 Sensitivity analysis Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 226,599 $ - $ 1% 213,173 $ 201,889 $ YearendedDecember31,2019 Sensitivity analysis |
Degree of Effect on profit Effect on other comprehensive variation or loss income 1% 303,868 $ - $ 1% 266,777 $ 108,704 $ YearendedDecember31,2020 Sensitivity analysis Degree of variation Effect on profit or loss Effect on other comprehensive income 1% 226,599 $ - $ 1% 213,173 $ 201,889 $ YearendedDecember31,2019 Sensitivity analysis |
|
|---|---|---|---|---|
| Degree of variation |
Effect on profit or loss |
|||
| 1% 1% |
226,599 $ 213,173 $ |
- $ 201,889 $ |
||
~80~
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 $13,020 and $11,495 for the years ended December 31, 2020 and 2019, 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, 2020 and 2019, the Company’s borrowings at variable rate were denominated in the NTD and USD.
-
ii. At December 31, 2020 and 2019, 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, 2020 and 2019 would have been $247,587 and $307,340 lower/higher, respectively, mainly as a result of higher/lower interest expense on floating rate borrowings.
-
(b) Credit risk
-
i. Credit risk refers to the risk of financial loss to the Company arising from default by the clients or counterparties of financial instruments on the contract obligations. The main factor is that counterparties could not repay in full the accounts receivable based on the agreed terms.
-
ii. The Company manages their credit risk taking into consideration the entire group’s concern. According to the Company’s credit policy, each local entity in the Company is responsible for managing and analysing the credit risk for each of their clients before standard payment and delivery terms and conditions are offered. Internal risk control assesses the credit quality of the customers, taking into account their financial position, past experience and other factors.
-
iii. For banks and financial institutions, only independently rated parties with good credit rating are accepted.
-
iv. The Company adopts following assumptions under IFRS 9 to assess whether there has been
~81~
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.
-
v. The default occurs when the contract payments are past due over 30 days.
-
vi. The following indicators are used to determine whether the credit impairment of debt instruments has occurred:
-
(i) It becomes probable that the issuer will enter bankruptcy or other financial reorganisation due to their financial difficulties;
-
(ii) The disappearance of an active market for that financial asset because of financial difficulties;
-
(iii) Default or delinquency in interest or principal repayments;
-
(iv) Adverse changes in national or regional economic conditions that are expected to cause a default.
-
vii. The Company classifies customer’s accounts receivable and contract assets in accordance with geographic area. The Company applies the modified approach based on the loss rate methodology to estimate expected credit loss.
-
viii. 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, 2020 and 2019, the Company has no written-off financial assets that are still under recourse procedures.
-
ix. 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. On December 31, 2020 and 2019, the loss rate methodology is as follows:
| At December 31, 2020 Not past due Up to 30 days 31 to 180 days At December 31, 2020 Not past due |
Accounts receivable (including related parties) Totalbookvalue 2,754,129 $ 590,199 563 3,344,891 $ Contract assets Totalbookvalue 802,477 $ 802,477 $ |
Expectedlossrate 0.0016% 0.0116% 0.0166%~0.0266% Expectedlossrate 0.0016% |
Loss allowance | |
|---|---|---|---|---|
| 44 $ 69 - |
||||
| 113 $ |
||||
| Loss allowance | ||||
| 13 $ |
||||
| 13 $ |
~82~
| At December 31, 2019 Not past due Up to 30 days At December 31, 2019 Not past due At December 31, 2019 Over 180 days |
Accounts receivable (including related parties) Totalbookvalue Expectedlossrate 2,668,512 $ 0.03% 321,811 0.03% 2,990,323 $ Contract assets Total bookvalue Expected loss rate 372,603 $ 0.03% 372,603 $ Overdue receivable Total book value Expected loss rate 69,130 $ 100% 69,130 $ |
Loss allowance 793 $ 96 889 $ Loss allowance 112 $ |
|---|---|---|
| 112 $ |
||
| Loss allowance | ||
| 69,130 $ |
||
| 69,130 $ |
- x. 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: | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | ||||||||
| Accounts | Contract | Overdue | ||||||
| receivable | assets | receivables | ||||||
| At January 1 | ($ | 889) |
($ | 112) |
($ | 69,130) |
||
| Reversal of impairment loss | 776 | 99 | - | |||||
| Write-offs | - | - | 69,130 | |||||
| At December 31 | ($ | 113) | ($ | 13) | $ | - | ||
| 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) |
(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
~83~
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.
Non-derivative financial liabilities:
| Between | Between | 3 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31, 2020 | Less than 3 | months and | Between 1 | Between 2 | |||||||||||
| months | 1year | and 2years | and5 years | Over5 years | Total | ||||||||||
| Accounts payable | $ | 4,799,339 |
$ | 130,586 |
$ | - |
$ | - |
$ | - |
$ | 4,929,925 |
|||
| Accounts payable | |||||||||||||||
| - related parties | 310,788 | - | - | - | - | 310,788 | |||||||||
| Other payables | 1,244,158 | 70,828 | - | - | - |
1,314,986 | |||||||||
| Other payables | |||||||||||||||
| - related parties | 11,006 | - | - | - | - | 11,006 | |||||||||
| Bonds payable | - | 4,101,200 | 4,059,200 | 9,166,381 | - | 17,326,781 | |||||||||
| Long-term loans | |||||||||||||||
| (including current | |||||||||||||||
| portion) | 742,167 | 5,166,624 | 8,648,966 | 15,208,352 | 2,038,845 | 31,804,954 | |||||||||
| Lease payable and | |||||||||||||||
| financial liabilities | |||||||||||||||
| for hedging(including | |||||||||||||||
| current portion) | 737,223 | 2,149,356 | 2,447,025 | 5,923,518 | 10,333,599 | 21,590,721 | |||||||||
| Non-derivative financial liabilities: | |||||||||||||||
| Between | 3 | ||||||||||||||
| December 31, 2019 | Less than 3 | months and | Between 1 | Between 2 | |||||||||||
| months | 1year | and 2years | and5 years | Over5 years | Total | ||||||||||
| Accounts payable | $ | 3,370,023 |
$ | - |
$ | - |
$ | - |
$ | - |
$ | 3,370,023 |
|||
| Accounts payable | |||||||||||||||
| - related parties | 283,199 | - | - | - | - | 283,199 | |||||||||
| Other payables | 1,136,288 | 71,115 | - | - | - | 1,207,403 | |||||||||
| Other payables | |||||||||||||||
| - related parties | 9,110 | - | - | - | - | 9,110 | |||||||||
| Bonds payable | - | 101,200 | 4,101,200 | 6,076,400 | - | 10,278,800 | |||||||||
| Long-term loans | |||||||||||||||
| (including current | |||||||||||||||
| portion) | 680,330 | 8,432,493 | 7,590,577 | 19,568,290 | 3,700,411 | 39,972,101 | |||||||||
| Lease payable and | |||||||||||||||
| financial liabilities | |||||||||||||||
| for hedging(including | |||||||||||||||
| current portion) | 794,937 | 2,420,080 | 3,069,933 | 6,738,665 | 13,374,787 | 26,398,402 | |||||||||
| 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:
~84~
-
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.
-
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 (including current portion) Long-term loans (including current portion) Financial liabilities: Bonds payable Long-term loans (including current portion) |
December31,2020 | December31,2020 | |
|---|---|---|---|
| Fairvalue Bookvalue Level 2 16,779,043 $ 6,779,043 $ 30,933,503 - 47,712,546 $ 6,779,043 $ December31,2019 |
Fairvalue | ||
| Level3 | |||
| 10,155,165 $ 31,804,954 |
|||
| 41,960,119 $ |
|||
| Bookvalue 10,000,000 $ 38,403,804 48,403,804 $ |
Fairvalue Level 2 - $ - - $ |
Fairvalue | |
| Level3 | |||
| 10,154,063 $ 39,972,101 |
|||
| 50,126,164 $ |
-
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:
~85~
==> picture [449 x 324] intentionally omitted <==
----- Start of picture text -----
December 31, 2020 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value
measurements
Financial assets at fair value
- -
through profit or loss $ $ 4,289 $ $ 4,289
Derivatives instrument
Financial assets at fair value
through other comprehensive
income
Equity securities 1,131,969 - 180,389 1,312,358
$ 1,131,969 $ 4,289 $ 180,389 $ 1,316,647
December 31, 2020 Level 1 Level 2 Level 3 Total
Assets:
Recurring fair value
measurements
Financial assets at fair value
through other comprehensive
income
Equity securities $ 989,850 $ - $ 166,448 $ 1,156,298
----- End of picture text -----
-
(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.
~86~
Forward exchange contracts are usually valued based on the current forward exchange rate. Structured interest derivative instruments are measured by using appropriate option pricing models (i.e. Black-Scholes model) or other valuation methods, such as Monte Carlo simulation.
-
v. The output of valuation model is an estimated value and the valuation technique may not be able to capture all relevant factors of the Company’s financial and non-financial instruments. Therefore, the estimated value derived using valuation model is adjusted accordingly with additional inputs, for example, model risk or liquidity risk and etc. In accordance with the Company’s management policies and relevant control procedures relating to the valuation models used for fair value measurement, management believes adjustment to valuation is necessary in order to reasonably represent the fair value of financial and non-financial instruments at the parent company only balance sheet. The inputs and pricing information used during valuation are carefully assessed and adjusted based on current market conditions.
-
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, 2020 and 2019, there was no transfer between Level 1 and Level 2.
-
F. The following chart is the movement of Level 3 for the years ended December 31, 2020 and 2019:
| At January 1 Acquired in the period Decreased in the period Gains and losses recognised in other comprehensive income (Note) At December 31 |
2020 2019 166,448 $ 171,359 $ - - - - 13,941 4,911) ( 180,389 $ 166,448 $ |
|---|---|
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, 2020 and 2019, 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
~87~
analysis of changes in significant unobservable inputs to valuation model used in Level 3 fair value measurement:
| 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 31,2020 |
Valuation technique |
Significant unobservable input |
Range (weighted average) |
Relationship of inputs to fairvalue |
|---|---|---|---|---|---|
| 173,617 $ 6,772 Fair value at December 31,2019 |
Market comparable companies Net asset value Valuation technique |
Price to earnings ratio multiple Price to book ratio multiple Discount for lack of marketability Not applicable Significant unobservable input |
38.99~51.52 1.01~2.55 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 Not applicable Relationship of inputs to fairvalue |
|
| 159,676 $ 6,772 |
Market comparable companies Net asset value |
Price to earnings ratio multiple Price to book ratio multiple Discount for lack of marketability Not applicable |
25.39~46.24 1.02~3.06 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 Not applicable |
~88~
- J. The Company has carefully assessed the valuation models and assumptions used to measure fair value. However, use of different valuation models or assumptions may result in different measurement. The following is the effect of profit or loss or of other comprehensive income from financial assets categorised within Level 3 if the inputs used to valuation models have changed:
December 31, 2020 Recognised in profit Recognised in other or loss comprehensive income Favourable Unfavourable Favourable Unfavourable Input Change change change change change
Financial assets
Price to earnings Equityinstrument ratio/ price to bookratio/ discount for ±1% $ - $ - $ 1,736 $ 1,736 lack of marketability December 31, 2019 Recognised in profit Recognised in other or loss comprehensive income Favourable Unfavourable Favourable Unfavourable Input Change change change change change
Financial assets Price to earnings Equity ratio/ price to book ±1% $ - $ - $ 1,597 $ 1,597 instrument ratio/ discount for lack of marketability
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.
~89~
-
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.
~90~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF CASH AND CASH EQUIVALENTS DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item Cash Cash in banks Checking accounts NTD demand deposits Foreign demand deposits NTD time deposits Foreign time deposits |
Subtotal Total 10,952 $ Cash on hand 85 $ Petty cash TWD 1,330 USD 339 9,713 Add:Unrealised gains or losses 176) ( 280,415 1,527,146 2,024,600 EUR 1,199 41,343 GBP 74 2,874 HKD 9 33 INR 57 22 JPY 31,452 8,537 SGD 8 164 USD 70,170 2,009,384 VND 12,490 15 Add:Unrealised gains or losses 37,772) ( Interest rate:0.27%~0.43% 10,102,000 Interest rate:0.23%~0.40% 6,617,877 USD 235,545 6,930,290 Add:Unrealised gains or losses 312,413) ( 20,562,990 $ Amount Description |
Amount | Amount |
|---|---|---|---|
| Total | |||
| 10,952 $ 280,415 1,527,146 2,024,600 10,102,000 6,617,877 |
|||
| 20,562,990 $ |
~91~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF ACCOUNTS RECEIVABLE DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Client Name Amount Non-related parties Cosco Container Lines Co.,Ltd. 427,057 $ CMA CGM S.A. 455,130 Orient Overseas Containers Line Limited 192,534 Others 2,214,362 Less:Unrealised gains or losses 13,240) ( Less:Allowance for bad debts 113) ( 3,275,730 Related parties Evergreen Marine (Hong Kong) Ltd. 26,277 Evergreen International Storage and Transport Corporation 21,240 Others 21,531 69,048 3,344,778 $ Description |
1) 2) Footnote The amount of individual client included in others does not exceed 5% of the account balance Foreign freight are translated into the functional currency at the dates of the transactions and retranslated at the exchange rates prevailing at the balance sheet date. Exchange differences arising upon retranslation at the balance sheet date are recognised in profit or loss. |
|---|---|
~92~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF OTHER RECEIVABLES DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item Description Non-related parties Accrued interest Interest income Tax refund receivable CMA CGM S.A. Taiwan Power Company Others Related parties Evergreen Shipping Agency (Israel) Ltd. Evergreen International Corporation Evergreen Marine (Hong Kong) Ltd. Greencompass Marine S.A. Others |
Amount Footnote 13,552 $ 13,927 150 425 409 28,463 19,065 10,990 18,185 29,062 3,393 80,695 109,158 $ 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 |
|---|---|---|
~93~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF SHIP FUEL DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item Fuel |
Description LOGC LIVN LUNR LUCD GREE TPET Others |
Cost (inthousands) USD 1,883 USD 1,697 USD 1,270 USD 1,207 USD 1,122 USD 940 USD 10,507 18,626 USD |
Net Realisable Value Footnote 52,898 $ 47,687 35,673 33,919 31,522 26,417 295,210 523,326 $ 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)
~94~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF OTHER CURRENT ASSETS DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item Description Agency accounts Evergreen Shipping Agency (America) Corporation Arabian Gulf Marine Trading Co. Evergreen International Corporation Others Shipowner's accounts Italia Marittima S.p.A. Evergreen International S.A. Evergreen Marine (UK) Limited Gaining Enterprise S.A. Others Temporary payments for others |
Amount Footnote 1) 524,978 $ 138,923 525,073 188,562 2) 1,377,536 893,161 $ 122,329 73,603 14,756 1,103,849 529,849 3,011,234 $ 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 fi l The amount of individual client included in others does not exceed 5% of the account balance |
Footnote |
|---|---|---|
~95~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF CHANGES IN INVESTMENT ACCOUNTED FOR USING EQUITY METHOD FOR THE YEAR ENDED DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Investees | Balance at January1,2020 |
Balance at January1,2020 |
Number of shares Amount - 12,753,997 $ - 435,986 - 12,244 - 68,199 - 403,006 - 13,224 - 121,370 35,421 440,434 30,500 305,965 - 74 - 18,583 - 4,776,804 - 20,957 19,370,843 $ Additions in Investment |
Decrease in Investment |
Decrease in Investment |
Balance at December 31, |
Balance at December 31, |
2020 |
Market Value or Net Assets Value |
Market Value or Net Assets Value |
No 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 〃 Collateral |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares |
Amount | Number of shares |
Amount | Number of shares |
Ownership | Amount | Price (NTD) |
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 Ever Ecove 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 6,336 776,541 109,378 - 105 13,750 6,320 1,062 |
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 $ |
- - - - - - - - - - - - - |
- $ - - 63,860 129,208 12,672 194,135 - - 3,457 17,875 - 19,012 440,219 $ |
4,765 1 5,500 58,542 430,692 6,336 776,541 144,799 30,500 - 13,750 6,320 1,062 |
100.00 94.43 55.00 40.00 40.36 31.25 16.00 27.85 19.06 0.00 21.74 79.00 59.00 |
39,121,066 $ 2,139,666 66,770 557,549 9,372,490 114,257 11,327,144 1,523,550 305,965 - 277,982 11,989,398 23,158 76,818,995 $ |
- $ - - - 20.25 - 13.15 - - - - - |
39,346,113 $ 2,139,666 66,770 557,549 8,721,517 114,527 10,211,516 1,522,001 297,295 - 274,548 11,989,398 23,158 |
~96~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF CHANGES IN SHIPS FOR THE YEAR ENDED DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item Ships: LOYL LUCD LOGC LIVN LBRA LUNR LRIC PRMT PRBT PRSP BLMY BLOM BEMY BASS BEFT BORD BEDY BENG BLES BLNK |
Balance atJanuary1,2020 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 $ |
Increased in thisperoid - $ - - - - 13,497 22,936 146 146 - - - - - - - - - - - 36,725 $ |
Transferred in thisperoid - $ - - - - - 236,470 - - - 438 - 1,937 138 5,526 46,367 - 5,852 - - 296,728 $ |
Decreased in thisperoid - $ - - - - - - - - - - - - - - - - - - - - $ |
Balance at December31,2020 Footnote 3,462,569 3,179,120 3,163,557 3,234,121 3,205,662 3,333,764 3,565,313 573,279 525,159 503,766 1,275,202 1,259,843 1,260,558 1,255,693 1,258,000 1,284,855 1,246,542 1,281,178 1,292,586 1,304,510 37,465,277 $ |
|
|---|---|---|---|---|---|---|
~97~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF CHANGES IN SHIPS (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item Accumulated depreciation LOYL LUCD LOGC LIVN LBRA LUNR LRIC PRMT PRBT PRSP BLMY BLOM BEMY BASS BEFT BORD BEDY BENG BLES BLNK Net Amount |
Balance atJanuary1,2020 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 $ |
Increased in thisperoid 149,731 $ 125,632 121,274 123,409 121,048 128,092 135,315 18,958 25,638 28,083 51,896 50,290 51,159 50,959 50,849 51,783 50,747 51,763 52,152 52,574 1,491,352 $ |
Decreased in thisperoid - $ - - - - - - - - - - - - - - - - - - - - $ |
Balance at December31,2020 860,140 $ 841,276 931,619 950,348 1,007,624 750,263 722,563 559,188 503,207 478,268 152,947 116,977 124,881 135,776 118,730 96,055 127,712 107,335 79,053 67,316 8,731,278 $ 28,733,999 $ |
Footnote |
|---|---|---|---|---|---|
~98~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF ACCOUNTS PAYABLE DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Client name Non-related parties CMA CGM S.A. COSCO Shipping Lines Co., Ltd. Estimated expense payable Others Add: Unrealised gains or losses Related parties Taiwan Terminal Services Co., Ltd. Evergreen International Corporation Everport Terminal Services Inc. Others |
Description | Amount Footnote 394,587 $ 361,570 3,518,523 378,420 276,825 4,929,925 129,051 17,420 156,956 7,361 310,788 5,240,713 $ 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 |
|---|---|---|---|
~99~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF OTHER PAYABLES DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item | Description | Amount | Footnote | |
|---|---|---|---|---|
| Non-related parties | ||||
| Other payables | $ | 858,560 |
||
| Accrued expenses | 358,488 |
|||
| Interest payable | 83,683 |
|||
| Payable on equipment | 14,255 |
|||
| $ | 1,314,986 |
|||
| Related parties | ||||
| Evergreen International Corporation | 4,655 | |||
| Evergreen Security Corporation | 1,864 | |||
| Evergreen International Storage | and Transport Corp | 1,645 | ||
| Ever Accord Construction Corporation | 988 | |||
| Evergreen Steel Corp. | 683 | The amount of individual client included in others |
||
| Others | 1,171 | does not exceed 5% of the | ||
| 11,006 | account balance. | |||
| $ | 1,325,992 |
(blank part below)
~100~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF OTHER CURRENT LIABILITIES DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Item Agency accounts Shipowner's accounts Unearned Receipts Receipts under custody Bonds payable - current portion Long-term liabilities - current portion |
Description Evergreen Shipping Agency (Japan) Corporation Evergreen Shipping Agency (Vietnam) Corporation Others Evergreen Marine (Singapore) Pte Ltd. Evergreen Marine (Hong Kong) Ltd. Greencompass Marine S.A. Base station revenue Withholding tax |
Amount Footnote 1) 248,451 $ 29,569 189,717 2) 467,737 1,493,995 214,357 74,292 1,782,644 37 59,312 4,000,000 5,587,280 11,897,010 $ 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 |
|---|---|---|---|
~101~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF CORPORATE BONDS PAYABLE DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Issuance Bonds Name Trustee Date Thirteenth domestic secured corporate bonds Bank of Taiwan 106.04.25 Fourteenth domestic secured corporate bonds Bank of Taiwan 107.06.27 First unsecured overseas convertible bonds 109.09.29 Non-current portion Less: current portion |
Interest Payment Date 111.04.25 112.06.27 - |
Rate (%) 1.05 0.86 - |
Amount | Book Value 8,000,000 $ 2,000,000 6,779,043 (4,000,000) 12,779,043 $ |
Repayment Note 1 Note 3 Note 5 |
Collateral Footnote Yes Note 2 〃Note 4 None |
Collateral Footnote Yes Note 2 〃Note 4 None |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Repayment Total Amount paid 8,000,000 $ $ - 2,000,000 - 8,697,300 1,548,119) ( |
Unamortised Balance at Premiums December31,2020 (Discounts) 8,000,000 $ $ - 2,000,000 - 7,149,181 370,138) ( |
|||||||||
| Note 2 Note 4 |
Note 1 :H alf the principal of the Bond must be paid at the end of the fourth year, and another half at the maturity date.
: Please refer to Note 6(14) 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, Note 1 : Chang Hwa Bank,Taiwan Cooperative Bank and Bank Sinopac Co.Ltd..
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(14) for details of principal repayment and interest payment.
Note 4 : The Bonds are secured and are guaranteed by First Commercial Bank. Note 5 : The Bonds are first unsecured overseas convertible bonds. Please refer to Note 6(14) for details of principal repayment and interest payment.
~102~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF LONG-TERM LOANS
DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Creditor Long-term bank loans: Bank of Taiwan Hua Nan Commercial Bank Hua Nan Commercial Bank Hua Nan Commercial Bank First Commercial Bank Bank of Taiwan Bank of Taiwan Bank of Taiwan Bank of Taiwan Land Bank of Taiwan Chang Hwa Commercial Bank Chang Hwa Commercial Bank Cathay United Bank Bank of China Bank of China Bank SinoPac Bank SinoPac The Export-Import Bank of the Republic of China Taiwan Cooperative Bank |
Description Secured bank loans 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃Unsecured bank loans |
Amount 573,594 $ 1,501,059 600,127 715,306 1,194,729 914,192 1,582,344 1,686,497 1,649,582 821,183 668,431 676,788 603,146 726,331 724,590 594,259 1,105,000 717,860 250,000 |
Term of Contract 102.11.19~111.11.19 101.01.04~115.03.20 107.08.31~114.06.28 109.05.18~118.05.30 102.04.22~114.04.22 108.12.28~116.03.28 103.01.15~112.10.14 104.01.09~112.10.14 104.04.15~112.10.14 108.10.23~115.09.23 107.08.31~114.03.31 107.11.30~114.09.28 108.03.28~114.12.28 107.06.08~115.06.29 107.04.23~115.06.29 107.04.17~114.03.02 109.03.20~114.03.20 107.04.20~115.04.20 105.12.12~110.12.12 |
Rate(%) | Collateral Loading and unloading equipment Ships 〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃〃None |
Footnote |
|---|---|---|---|---|---|---|
| Including USD loans Including USD loans |
~103~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF LONG-TERM LOANS (Cont.)
DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Creditor First Commercial Bank Hua Nan Commercial Bank Chang Hwa Commercial Bank Cathay United Bank Cathay United Bank O-Bank Bank of China ChinaTrust Commercial Bank Jih Sun International Bank The Export-Import Bank of the Republic of China Taiwan Cooperative Bank Chang Hwa Commercial Bank Chang Hwa Commercial Bank Chang Hwa Commercial Bank Bank of Taiwan Taishin International Bank Taishin International Bank Taishin International Bank Add: Unrealised losses Less: Deferred expenses - hosting fee credit Less: current portion Non-current portion |
Description Amount Unsecured bank loans 750,000 $ 〃300,000 〃1,500,000 〃1,150,000 〃1,000,000 〃200,000 〃550,000 〃150,000 〃500,000 〃1,000,000 Container secured bank loans 276,000 〃766,882 〃540,000 〃600,000 〃875,000 Commercial paper 1,134,000 〃1,200,000 〃1,300,000 31,096,900 148,492) ( 14,905) ( 30,933,503 5,587,280) ( 25,346,223 $ |
Term of Contract 108.04.18~111.04.18 108.08.15~113.08.15 108.07.24~111.07.24 107.12.12~112.12.12 108.12.03~113.12.03 105.05.24~110.05.24 109.01.30~111.01.30 109.04.29~112.04.28 109.09.02~110.10.02 109.03.31~112.03.31 103.05.20~110.05.20 107.02.09~114.02.09 108.10.24~115.10.24 109.12.30~116.12.30 108.01.29~115.01.29 107.05.15~112.05.15 108.08.26~111.08.26 109.12.14~114.12.14 |
Rate(%) 0.93%~2.91% |
Collateral None 〃〃〃〃〃〃〃〃〃Container 〃〃〃〃Harcourt Building(Subsidiary EGH) None Ships |
Footnote |
|---|---|---|---|---|---|
~104~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF LEASE LIABILITIES DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| Term of Contract | Balance at | |||
|---|---|---|---|---|
| Item (year) |
DiscountRate(%) | December31,2020 | ||
| Land | 14.7~15.3 | 1.4950% | $ | 1,305,501 |
| Buildings | 3 | 1.2317% | 44,811 |
|
| Ships | 2.66~14.58 | 3.3735%~3.5688% | 6,191,352 | |
| Total | $ | 7,541,664 |
Note : Please refer to Note 6(9) for details of lease liabilities.
(blank part below)
~105~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF LABOR, DEPRECIATION AND AMORTISATION BY FUNCTION FOR THE YEAR ENDED DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
| By nature (4) The Company has |
Year ended December 31, 2020 | Year ended December 31, 2020 | Year ended December 31, 2020 | Year ended December 31, 2019 | Year ended December 31, 2019 | Year ended December 31, 2019 |
|---|---|---|---|---|---|---|
| Classified as OperatingCosts |
Classified as Operating |
Total | Classified as OperatingCosts |
Classified as Operating |
Total | |
| Employee benefit expense | ||||||
| Wages and salaries | $845,416 | $2,441,303 | $3,286,719 | $818,277 | $1,454,094 | $2,272,371 |
| Labor and health insurance fees | 52,018 | 148,693 | 200,711 | 50,914 | 124,807 | 175,721 |
| Pension costs | 38,859 | 92,729 | 131,588 | 35,496 | 78,031 | 113,527 |
| Directors'remuneration | - | 22,869 | 22,869 | - | 9,074 | 9,074 |
| Other personnel expenses | 49,953 | 93,004 | 142,957 | 53,501 | 63,744 | 117,245 |
| Total | 986,246 | 2,798,598 | 3,784,844 | 958,188 | 1,729,750 | 2,687,938 |
| Depreciation expenses | 5,182,180 | 140,615 | 5,322,795 | 4,688,609 | 105,278 | 4,793,887 |
| Amortisation expenses | - | 17,266 | 17,266 | - | 16,458 | 16,458 |
Note :
-
As of December 31, 2020 and 2019, the Company had 2,017 and 1,852 employees, including 6 and 7 non-employee directors, respectively.
-
2.A company whose stock is listed for trading on the stock exchange or over-the-counter securities exchange shall additionally disclose the following information
: -
(1) Average employee benefit expense in current year is 1,871 (in thousands of dollars).
Average employee benefit expense in previous year is 1,452 (in thousands of dollars).
- (2) Average employees salaries in current year is 1,634 (in thousands of dollars).
Average employees salaries in previous year is 1,232 (in thousands of dollars).
-
(3) Adjustments of average employees salaries 32.63%.
-
(4) The Company has not set up remuneration of the supervisors because it has the Audit Committee.
~106~
EVERGREEN MARINE CORPORATION (TAIWAN) LTD. STATEMENT OF LABOR, DEPRECIATION AND AMORTISATION BY FUNCTION (Cont.) FOR THE YEAR ENDED DECEMBER 31, 2020
(Expressed in thousands of New Taiwan dollars, except as otherwise indicated)
-
(5) The remuneration policies of the Company’s directors, managers and employees are described as follows:
-
A.General directors and independent directors
-
In accordance with the Articles of Incorporation and the remuneration payment regulations for directors, if the Company has distributable profit of the current year, the ratio set for directors’ remuneration shall not be higher than 2% of distributable profit; and in the total amount of directors’ remuneration, individual directors’ remuneration shall be allocated according to the degree of each directors’ participation in the operation of the Company and the value of their contributions, as well as take into account the general pay levels of the industry.
-
B.Remuneration of the general manager and the vice general manager is regulated in accordance with the remuneration payment regulations for managerial officers and is paid according to the Company’s overall operating situation and the results of personal performance assessment.
-
C.Fixed remuneration of the Company’s employees is paid in accordance with the salary standard of each position and is adjusted according to the Company’s revenue status, the general pay levels of the market and whether their personal performance is good . In addition, variable remuneration such as employees’ compensation and year-end bonus is paid in accordance with the Articles of Incorporation or the Company’s operating situation and the results of personal performance assessment.
-
D.Remuneration of the directors and managerial officers shall be reviewed by the Company’s remuneration committee and approved by the Board of Directors.
~107~
Evergreen Marine Corporation (Taiwan) Ltd. Loans to others For the year ended December31, 2020
Table 1
Expressed in thousands of TWD
| Number (Note 1) |
Creditor | Borrower | General ledger account (Note 2) |
Is a related party |
Maximum outstanding balance during the year ended December 31, 2020 (Note 3) |
Balance at December 31, 2020 (Note 8) |
Actual amount drawn down |
Interest rate | Nature of loan (Note 4) |
Amount of transactions with borrower (Note 5) |
Reason for short-term financing (Note 6) |
Allowance for doubtful accounts |
Collateral | Collateral | Limit on loans granted to a single party (Note 7) |
Ceiling on total loans granted (Note 7) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Item | Value | ||||||||||||||||
| 1 | Peony Investment S.A. |
Luanta Investment (Netherlands) N.V. |
Receivables from related parties |
Yes | 63,674 $ |
28,096 $ |
28,096 $ |
1.24513~ 1.24550 |
2 | - $ |
Working capital requirement |
- $ |
None | - $ |
7,867,594 $ |
19,668,984 $ |
|
| 1 | Peony Investment S.A. |
Clove Holding Ltd. | Receivables from related parties |
Yes | 782,282 | 224,768 | 210,720 | 1.24375~ 1.24375 |
2 | - | Working capital requirement |
- | None | - | 15,735,188 | 19,668,984 | |
| 1 | Peony Investment S.A. |
Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 585,750 | 567,539 | 567,539 | 1.22663~ 1.25275 |
2 | - | Working capital requirement |
- | None | - | 7,867,594 | 19,668,984 | |
| 2 | Clove Holding Ltd. | Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 539,714 | - | - | - | 2 | - | Working capital requirement |
- | None | - | 516,376 | 1,032,752 | |
| 3 | Evergreen Marine (Hong Kong) Ltd. |
Colon Container Terminal S.A. |
Receivables from related parties |
Yes | 133,896 | 127,696 | 127,696 | 1.23763~ 1.31575 |
2 | - | Working capital requirement |
- | None | - | 2,254,665 | 4,509,330 | |
| 4 | Everport Terminal Services |
Whitney Equipment LLC. |
Receivables from related parties |
Yes | 265,140 | 252,864 | 252,864 | 2.5054~ 2.5517 |
2 | - | Working capital requirement |
- | None | - | 485,113 | 1,212,783 |
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, 2020
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 1,400,12728.096020%=7,867,594
Clove Holding Ltd. : USD 91,89528.096020%=516,376
Evergreen Marine (Hong Kong) Ltd. : USD 401,24328.096020%=2,254,665
Everport Terminal Services : USD 86,33128.096020%=485,113
The Company held 100% voting shares directly and indirectly in foreign company, that the total amount of loans granted to a single company should not exceed 40% of the net worth stated in the latest financial statements. PEONY : USD 1,400,12728.096040%=15,735,188
- 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 401,24328.096040%=4,509,330
Clove Holding Ltd. : USD 91,89528.096040%=1,032,752
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 1,400,12728.096050%=19,668,984
Everport Terminal Services : USD 8633128.096050%=1,212,783
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.
Provision of endorsements and guarantees to others For the year ended December 31, 2020
Expressed in thousands of TWD
Evergreen Marine Corporation (Taiwan) Ltd.
Table 2
| 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, 2020 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2020 (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 | 188,563,421 $ |
63,059,535 $ |
63,059,535 $ |
24,925,721 $ |
- $ |
66.88% | 235,704,277 $ |
Y | N | N | |
| 0 | Evergreen Marine Corporation |
Peony Investment S.A. | 2 | 188,563,421 | 151,605 | 140,480 | - | - | 0.15% | 235,704,277 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (UK) Limited | 2 | 188,563,421 | 34,362,054 | 31,535,111 | 25,501,057 | - | 33.45% | 235,704,277 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Whitney Equipment LLC. | 2 | 188,563,421 | 104,254 | - | - | - | - | 235,704,277 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Colon Container Terminal S.A. | 6 | 47,140,855 | 2,323,801 | 759,716 | 639,964 | - | 0.81% | 235,704,277 | N | N | N | |
| 0 | Evergreen Marine Corporation |
Balsam Investment (Netherlands) N.V. |
6 | 47,140,855 | 891,437 | 826,022 | 826,022 | - | 0.88% | 235,704,277 | N | N | N | |
| 0 | Evergreen Marine Corporation |
Everport Terminal Services Inc. | 2 | 188,563,421 | 2,657,778 | 2,252,450 | 748,993 | - | 2.39% | 235,704,277 | Y | N | N | |
| 0 | Evergreen Marine Corporation |
Evergreen Marine (Hong Kong) Ltd. |
2 | 188,563,421 | 33,589,686 | 31,338,659 | 17,879,157 | - | 33.24% | 235,704,277 | Y | N | N | |
| 1 | Evergreen Marine (Hong Kong) Ltd. |
Ever Shine (Shanghai) Enterprise Management Consulting Co., Ltd. |
2 | 22,546,652 | 36,357 | - | - | - | - | 28,183,315 | Y | N | Y | |
| 1 | Evergreen Marine (Hong Kong) Ltd. |
Colon Container Terminal S.A. | 6 | 5,636,663 | 522,855 | 241,738 | 143,992 | - | 2.14% | 28,183,315 | N | N | N |
Evergreen Marine Corporation (Taiwan) Ltd. Provision of endorsements and guarantees to others For the year ended December 31, 2020
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, 2020 (Note 4) |
Outstanding endorsement/ guarantee amount at December 31, 2020 (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. |
Evergreen Marine (Hong Kong) Ltd. |
2 | 22,546,652 $ |
2,329,180 $ |
- $ |
- $ |
- $ |
- | 28,183,315 $ |
N | N | N | |
| 2 | Greencompass Marine S.A. |
Everport Terminal Services Inc. | 1 | 11,584,528 | 150,065 | 140,480 | 140,480 | - | 0.61% | 57,922,638 | 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: 94,281,711*250% = 235,704,277
Limit on endorsement or guarantees provided by the Company for a single entity is $47,140,855 (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 $188,563,421.)
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 401,24328.0960250% = 28,183,315
Limit on endorsements or guarantees provided for a single entity : 5,636,663 (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 $22,546,652.)
-
According to the credit policy of Greencompass Marine S.A., the calculation for total amount of endorsements/guarantees is as follows:
Ceiling on total amount of endorsements/guarantees: USD 824,63928.0960250% = 57,922,638
Limit on endorsements or guarantees provided for a single entity : 11,584,528 (Amounting to 50% of its net worth).
Note 4: Fill in the year-to-date maximum outstanding balance of endorsements/guarantees provided as of the reporting period.
Note 5: Fill in the amount approved by the Board of Directors or the chariman if the chairman has been authorised by the Board of Directors.
Note 6: Fill in the actual amount of endorsements/guarantees used by the endorsed/guaranteed company.
Note 7: Fill in ‘Y’ for those cases of provision of endorsements/guarantees by listed parent company to subsidiary, provision by subsidiary to listed parent company, and provision to the party in Mainland China.
Evergreen Marine Corporation (Taiwan) Ltd.
Holding of marketable securities at the end of the period (not including subsidiaries, associates and joint ventures) For the year ended December 31, 2020
| For the year ended December 31, 2020 | For the year ended December 31, 2020 | For the year ended December 31, 2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Table 3 | Expressed in thousands of shares/thousands of TWD/thousands of foreign currency (Except as otherwiseindicated) |
|||||||
| Securities held by | Marketable securities (Note 1) | Relationship with the securities issuer (Note 2) |
Genearl ledger account | As of December 31, 2020 | 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 | 27,787 | 1.44% | 27,787 | |||
| TopLogis, Inc. | 〃 |
2,464 | 24,220 | 17.48% | 24,220 | |||
| Ever Accord Construction Corp. | Other related party | 〃 |
10,500 | 121,610 | 17.50% | 121,610 | ||
| Central Reinsurance Corp. | Other related party | 〃 |
49,866 | 1,131,969 | 8.45% | 1,131,969 | ||
| 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 | 264 USD |
5.27% | 264 USD |
||
| South Asia Gateway Terminals (Private) Ltd. | 〃 |
18,942 | 12,021 USD |
5.00% | 12,021 USD |
|||
| Evergreen Shipping Agency (Europe) GmbH |
Zoll Pool Hafen Hamburg AG | 〃 |
10 | 10 EUR |
2.86% | 10 EUR |
||
| Evergreen Shipping Agency Philippines Corporation |
Eagle Ridge Golf & Country Club Inc. | 〃 |
0.001 | 200 PHP |
1.67% | 200 PHP |
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 TWD 100 million or 20% of paid-in capital or more
For the year ended December 31, 2020
Table 4
Expressed in thousands of TWD/thousands of foreign currency
(Except as |
(Except as |
otherwise indicated) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Footnote (Note 2) | |||||
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Evergreen Marine Corporation | Everport Terminal Services Inc. | Subsidiary | Purchases | 1,669,028 $ |
4% | 30~60 days | $ - | - | 156,956) ($ |
3% | |
| Greencompass Marine S.A. | Subsidiary | Purchases | 1,569,036 | 3% | 30~60 days | - | - | 705) ( |
- | ||
| Sales | 2,553,480 | 5% | 30~60 days | - | - | 767 | - | ||||
| Taiwan Terminal Services Co., Ltd. | Subsidiary | Purchases | 876,413 | 2% | 30~60 days | - | - | 129,051) ( |
2% | ||
| Italia Marittima S.p.A. | Associates | Purchases | 287,925 | 1% | 30~60 days | - | - | - | - | ||
| Sales | 389,329 | 1% | 30~60 days | - | - | 1,787 | - | ||||
| Evergreen International Storage and Transport Corp. |
Associates | Purchases | 364,325 | 1% | 30~60 days | - | - | 17,420) ( |
- | ||
| Evergreen Shipping Agency (America) Corporation |
Other related parties | Purchases | 430,312 | 1% | 30~60 days | - | - | - | - | ||
| Evergreen International Corp. | Other related parties | Purchases | 529,035 | 1% | 30~60 days | - | - | 3,962) ( |
- | ||
| Evergreen Marine (UK) Limited | Subsidiary | Purchases | 573,031 | 1% | 30~60 days | - | - | - | - | ||
| Sales | 744,548 | 1% | 30~60 days | - | - | 383 | - | ||||
| Evergreen Marine (Singapore) Pte. Ltd. | Other related parties | Purchases | 412,409 | 1% | 30~60 days | - | - | - | - | ||
| Sales | 1,697,301 | 3% | 30~60 days | - | - | 1,031 | - | ||||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary | Purchases | 1,204,508 | 3% | 30~60 days | - | - | 284) ( |
- | ||
| Sales | 1,114,774 | 2% | 30~60 days | - | - | 26,277 | 1% | ||||
| Evergreen Shipping Agency (Europe) GmbH (EEU) |
Subsidiary | Purchases | 289,517 | 1% | 30~60 days | - | - | - | - | ||
| Gaining Enterprise S.A. | Other related parties | Purchases | 576,232 | 1% | 30~60 days | - | - | - | - |
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Evergreen Marine Corporation | Evergreen Insurance Company Ltd. | Other related parties | Purchases | 111,302 $ |
- | 30~60 days | $ - | - | - $ |
- | |
| Taiwan Terminal Services Co., Ltd. | Associates | Purchases | 228,789 | - | 30~60 days | - | - | - | - | ||
| Taiwan Terminal Services Co.,Ltd. |
Evergreen Marine Corp. | The parent | Sales | 876,413 | 100% | 30~60 days | - | - | 129,051 | 100% | |
| Everport Terminal Services Inc. | Evergreen Marine Corp. | The parent | Sales | 56,710 USD |
14% | 30~60 days | - | - | 5,586 USD |
13% | |
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | 98,183 USD |
24% | 30 days | - | - | 8,311 USD |
20% | ||
| Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | 30,962 USD |
7% | 30 days | - | - | 4,205 USD |
10% | ||
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | 76,318 USD |
18% | 30 days | - | - | 5,841 USD |
14% | ||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | 8,951 USD |
2% | 30 days | - | - | 1,097 USD |
3% | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | 39,397 USD |
10% | 30 days | - | - | 3,394 USD |
8% | ||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | 8,224 USD |
2% | 30 days | - | - | - | - | ||
| Evergreen Marine (Hong Kong) Ltd. |
Evergreen Marine Corp. | The parent | Sales | 40,926 USD |
5% | 30~60 days | - | - | 10 USD |
- | |
| Purchases | 37,877 USD |
5% | 30~60 days | - | - | 935) (USD |
1% | ||||
| Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | 59,344 USD |
7% | 30~60 days | - | - | 24 USD |
- | ||
| Purchases | 37,459 USD |
5% | 30~60 days | - | - | 422) (USD |
- | ||||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | 10,354 USD |
1% | 30~60 days | - | - | 1 USD |
- | ||
| Purchases | 33,504 USD |
5% | 30~60 days | - | - | 722) (USD |
1% | ||||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | 68,126 USD |
8% | 30~60 days | - | - | 28 USD |
- | ||
| Purchases | 11,388 USD |
1% | 30~60 days | - | - | 128) (USD |
- | ||||
| Evergreen International Corp. | Investee of the Parent Company's major shareholder |
Sales | 4,385 USD |
1% | 30~60 days | - | - | 175 USD |
- | ||
| Purchases | 10,404 USD |
1% | 30~60 days | - | - | - | - |
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Evergreen Marine (Hong Kong) Ltd. |
Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | 30,761 USD |
4% | 30~60 days | $ - | - | 11 USD |
- | |
| Purchases | 93,914 USD |
13% | 30~60 days | - | - | 234) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | 39,397 USD |
6% | 30 days | - | - | 3,394) (USD |
3% | ||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | 12,834 USD |
2% | 30~60 days | - | - | 1) (USD |
- | ||
| Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | 3,612 USD |
- | 30~60 days | - | - | - | - | ||
| Taiwan Terminal Services Co., Ltd. | Associates | Purchases | 3,499 USD |
- | 30~60 days | - | - | - | - | ||
| Evergreen Shipping Agency (China) Co., Ltd. |
Indirect subsidiary of the Parent Company |
Purchases | 33,064 USD |
5% | 30~60 days | - | - | 6,382) (USD |
6% | ||
| Greencompass Marine S.A. | Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | 34,768 USD |
1% | 30~60 days | - | - | 1,582 USD |
1% | |
| Purchases | 25,039 USD |
1% | 30~60 days | - | - | - | - | ||||
| Evergreen Marine Corp. | The parent | Sales | 53,312 USD |
2% | 30~60 days | - | - | 25 USD |
- | ||
| Purchases | 86,761 USD |
4% | 30~60 days | - | - | 27) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | 30,962 USD |
1% | 30 days | - | - | 4,205) (USD |
1% | ||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | 75,611 USD |
3% | 30~60 days | - | - | 736 USD |
- | ||
| Purchases | 25,950 USD |
1% | 30~60 days | - | - | 314) (USD |
- | ||||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Sales | 19,483 USD |
1% | 30~60 days | - | - | 81 USD |
- | ||
| Purchases | 40,684 USD |
2% | 30~60 days | - | - | 748) (USD |
- | ||||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | 25,979 USD |
1% | 30~60 days | - | - | - | - | ||
| Evergreen International Corp. | Investee of the Parent Company's major shareholder |
Purchases | 12,637 USD |
1% | 30~60 days | - | - | - | - | ||
| Evergreen Shipping Agency (Japan) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | 6,157 USD |
- | 30~60 days | - | - | - | - | ||
| Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | 11,162 USD |
- | 30~60 days | - | - | - | - | ||
| Evergreen Marine Co. (Malaysia) SDN.BHD. |
Indirect subsidiary of the Parent Company |
Purchases | 4,931 USD |
- | 30~60 days | - | - | - | - |
| Purchaser/Seller | Counterparty | Relationship with the counterparty |
Transaction | Transaction | Transaction | Transaction | Differences in transaction terms compared to third party transactions (Note 1) |
Differences in transaction terms compared to third party transactions (Note 1) |
Notes/accounts receivable (payable) | Notes/accounts receivable (payable) | Footnote (Note 2) |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Purchases/ sales |
Amount | Percentage of total purchases/ sales |
Credit term | Unit price | Credit term | Balance | Percentage of total notes/accounts receivable (payable) |
||||
| Greencompass Marine S.A. | Evergreen Insurance Company Limited | Investee of the Parent Company's major shareholder |
Purchases | 4,998 USD |
- | 30~60 days | $ - | - | 751) (USD |
- | |
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | 37,459 USD |
1% | 30~60 days | - | - | 422 USD |
- | ||
| Purchases | 59,344 USD |
2% | 30~60 days | - | - | 24) (USD |
- | ||||
| Evergreen Shipping Agency (Vietnam) | CIndirect subsidiary of the Parent Company |
Purchases | 4,625 USD |
- | 30~60 days | - | - | - | - | ||
| Taiwan Terminal Services Co., Ltd. | Associates | Purchases | 7,088 USD |
- | 30~60 days | - | - | - | - | ||
| Evergreen Marine (UK) Limited | Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | 25,039 USD |
2% | 30~60 days | - | - | - | - | |
| Purchases | 34,768 USD |
3% | 30~60 days | - | - | 1,582) (USD |
1% | ||||
| Evergreen Marine Corp. | The Parent | Sales | 19,470 USD |
1% | 30~60 days | - | - | - | - | ||
| Purchases | 25,298 USD |
2% | 30~60 days | - | - | 14) (USD |
- | ||||
| Everport Terminal Services Inc. | Subsidiary of the Parent Company |
Purchases | 76,318 USD |
6% | 30 days | - | - | 5,841) (USD |
4% | ||
| Italia Marittima S.p.A. | Investee of Balsam Investment (NetherLands) N.V. |
Purchases | 6,291 USD |
1% | 30~60 days | - | - | 487) ( |
- | ||
| Evergreen Shipping Agency (Europe) GmbH |
Indirect subsidiary of the Parent Company |
Purchases | 4,388 USD |
- | 30~60 days | - | - | - | - | ||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | 30,752 USD |
2% | 30~60 days | - | - | 912 USD |
1% | ||
| Purchases | 9,535 USD |
1% | 30~60 days | - | - | - | - | ||||
| Evergreen Shipping Agency (America) Corporation |
Investee of the Parent Company's major shareholder |
Purchases | 24,445 USD |
2% | 30~60 days | - | - | - | - | ||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | 93,914 USD |
7% | 30~60 days | - | - | 234 USD |
- | ||
| Purchases | 30,761 USD |
3% | 30~60 days | - | - | 11) (USD |
- | ||||
| Evergreen International Corporation | Investee of the Parent Company's major shareholder |
Purchases | 5,105 USD |
- | 30~60 days | - | - | - | - | ||
| Evergreen Heavy Industrial Corp.(Malaysia) Berhad |
Gaining Enterprise S.A. | Investee of EITC | Sales | 187,732 MYR |
100% | 45 days | - | - | 48,234 MYR |
100% |
| 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 Shipping Agency (Europe) GmbH |
Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | 9,772 EUR |
24% | 30~60 days | $ - | - | $ - | - | |
| Evergreen Marine (UK) Limited | Indirect subsidiary of the Parent Company |
Sales | 3,841 EUR |
9% | 30~60 days | - | - | - | |||
| Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | 3,162 EUR |
8% | 30~60 days | - | - | - | - | ||
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | 9,688 EUR |
24% | 30~60 days | - | - | 1,289 EUR |
2% | ||
| Evergreen Marine Corp. | The Parent | Sales | 8,612 EUR |
21% | 30~60 days | - | - | - | - | ||
| Evergreen Marine Co. (Malaysia) SDN.BHD. |
Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | 20,729 MYR |
23% | 30~60 days | - | - | - | - | |
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | 15,445 MYR |
17% | 30~60 days | - | - | - | - | ||
| Evergreen Shipping Agency (Vietnam) Corp. |
Greencompass Marine S.A. | Indirect subsidiary of the Parent Company |
Sales | 107,480,258 VND |
27% | 30~60 days | - | - | - | - | |
| Evergreen Marine (Singapore) Pte. Ltd. | Investee of the Parent Company's major shareholder |
Sales | 108,728,429 VND |
27% | 30~60 days | - | - | 21,116,438 VND |
6% | ||
| Evergreen Shipping Agency (China) Co., Ltd. |
Evergreen Marine (Hong Kong) Ltd. | Subsidiary of the Parent Company |
Sales | 228,122 CNY |
100% | 30~60 days | - | - | 41,632 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 TWD 100 million or 20% of paid-in capital or more For the year ended December 31, 2020
| For the year ended December 31, 2020 | For the year ended December 31, 2020 | For the year ended December 31, 2020 | For the year ended December 31, 2020 | For the year ended December 31, 2020 | |||||
|---|---|---|---|---|---|---|---|---|---|
| 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, 2020 (Note 1) |
Turnover rate | Overdue receivables | Amount collected subsequent to the balance sheet date |
Allowance for doubtful accounts |
Footnote | |
| Amount | Action taken | ||||||||
| Evergreen Heavy Industrial Corp. (Malaysia) Berhad |
Gaining Enterprise S.A. | Investee of EITC | 48,234 MYR |
- | - $ |
- | 30,169 MYR |
- $ |
|
| Peony Investment S.A. | Clove Holding Ltd. | Subsidiary | 7,503 USD |
- | - | - | - |
- | |
| Peony Investment S.A. | Colon Container Terminal, S.A. | Investee of Clove Holding Ltd. accounted for using equity method |
20,307 USD |
- | - | - | - | - | |
| Everport Terminal Services Inc. | Evergreen Marine (UK) Limited | Indirectly subsidiary of the Parent Company |
5,841 USD |
- | - | - | 4,809 USD |
- | |
| Everport Terminal Services Inc. | Evergreen Marine (Singapore) Pte. Ltd. | Other related party | 8,311 USD |
- | - | - | 6,842 USD |
- | |
| Everport Terminal Services Inc. | Evergreen Marine Corp. | The parent | 5,586 USD |
- | - | - | 4,599 USD |
- | |
| Everport Terminal Services Inc. | Greencompass Marine S.A. | Subsidiary of the Parent Company |
4,205 USD |
- | - | - | 3,462 USD |
- | |
| Evergreen Marine (Hong Kong) Ltd. | Colon Container Terminal, S.A. | Investee of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
4,576 USD |
- | - | - | - | - |
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. In the case that shares were issued with no par value or a par value other than NT$10 per share, the 20 % of paid-in capital shall be replaced by 10% of equity attributable to owners of the parent in the calculation.
Evergreen Marine Corporation (Taiwan) Ltd. Significant inter-company transactions during the reporting periods For the year ended December 31, 2020
Expressed in thousands of TWD
(Except as otherwise indicated)
Table 6
| 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 1 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. Greencompass Marine S.A. Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited |
Taiwan Terminal Services Co.,Ltd. Taiwan Terminal Services Co.,Ltd. Greencompass Marine S.A. Greencompass Marine S.A. Everport Terminal Services Inc. Evergreen Marine (UK) Limited Evergreen Marine (UK) Limited Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Evergreen Shipping Agency (Europe) GmbH Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Evergreen Marine (UK) Limited Evergreen Shipping Agency (Europe) GmbH Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Evergreen Marine (Hong Kong) Ltd. Greencompass Marine S.A. |
1 1 1 1 1 1 1 1 1 1 1 1 3 3 3 3 3 3 |
Operating cost Accounts payable Operating revenue Operating cost Accounts payable Operating revenue Operating cost Shipowner's account - credit Operating revenue Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Operating cost Operating revenue Operating cost |
876,413 $ 129,051 2,553,480 1,569,036 156,956 744,548 573,031 214,357 1,114,774 289,517 1,204,508 1,669,028 736,922 328,513 1,746,559 911,248 2,764,004 1,023,256 |
Note 4 " " " " " " " " " " " " " " " " " |
0.42 0.04 1.23 0.76 0.05 0.36 0.28 0.06 0.54 0.14 0.58 0.81 0.36 0.16 0.84 0.44 1.33 0.49 |
| 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) |
||||
| 2 2 2 3 3 3 3 3 4 |
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. Evergreen Marine (Hong Kong) Ltd. Evergreen Marine (Hong Kong) Ltd. Peony Investment S.A. |
Evergreen Marine (Hong Kong) Ltd. Everport Terminal Services Inc. Everport Terminal Services Inc. Greencompass Marine S.A. Everport Terminal Services Inc. Evergreen Shipping Agency (China) Co., Ltd. Evergreen Marine (UK) Limited Greencompass Marine S.A. Clove Holding Ltd. |
3 3 3 3 3 3 3 3 3 |
Operating cost Operating cost Accounts payable Operating cost Operating cost Operating cost Shipowner's account - credit Shipowner's account - credit Other receivables |
905,337 $ 2,246,118 164,121 1,102,457 1,159,484 973,098 938,863 1,273,446 210,793 |
Note4 " " " " " " " " |
0.44 1.08 0.05 0.53 0.56 0.47 0.28 0.38 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 to disclose or not to disclose transaction details in this table based on the Materiality Principle.
Evergreen Marine Corporation (Taiwan) Ltd.
Table 7
Expressed in thousands of shares/thousands of TWD
Information on investees (not including investee company of Mainland China)
For the year ended December 31, 2020
| Investor | Investee (Note 1、Note 2) |
Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2020 | Shares held as of December 31, 2020 | Shares held as of December 31, 2020 | Net profit (loss) of the investee For the year ended December 31, 2020 (Note 2(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2020 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2020 |
Balance as of December 31, 2019 |
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 | 39,265,711 $ |
15,278,513 $ |
15,301,113 $ |
Subsidiary of the Company |
| Taiwan Terminal Services Co., Ltd. | Taiwan | Loading and discharging operations of container yards |
55,000 | 55,000 | 5,500 | 55.00 | 66,770 | 32,046 | 17,626 | 〃 |
|
| Everport Terminal Services Inc. | U.S.A | Terminal services | 3,001 | 3,001 | 1 | 94.43 | 2,139,666 | 615,046 | 580,780 | 〃 |
|
| Evergreen Marine (Hong Kong) Ltd. | Hong Kong | Marine transportation | 6,283,222 | 6,283,222 | 6,320 | 79.00 | 11,989,398 | 6,859,680 | 5,336,980 | 〃 |
|
| Evergreen Shipping Agency (Israel) Ltd. | Israel | Shipping agency | 9,103 | 9,103 | 1,062 | 59.00 | 23,158 | 34,665 | 20,453 | 〃 |
|
| Charng Yang Development Co.,Ltd. | Taiwan | Development, rental, sale of residential and commercial buildings |
320,000 | 320,000 | 58,542 | 40.00 | 557,549 | 170,498 | 68,199 | Investee accounted for using equity method |
|
| Evergreen International Storage and Transport Corporation |
Taiwan | Container transportation and gas stations |
4,840,408 | 4,840,408 | 430,692 | 40.36 | 9,315,382 | 682,203 | 275,333 | 〃 |
|
| Evergreen Security Corporation | Taiwan | General security guards services | 25,000 | 25,000 | 6,336 | 31.25 | 114,257 | 36,918 | 11,537 | 〃 |
|
| EVA Airways Corporation | Taiwan | International passengers and cargo transportation |
11,276,823 | 11,276,823 | 776,541 | 16.00 | 11,327,144 | 3,361,639) ( |
537,841) ( |
〃 |
|
| Taipei Port Container Terminal Corporation |
Taiwan | Container distribution and cargo stevedoring |
1,446,196 | 1,094,073 | 144,799 | 27.85 | 1,523,550 | 323,833 | 88,310 | 〃 |
|
| Ever Ecove Corporation | Taiwan | Waste treatment and combined heat and power |
305,000 | - | 30,500 | 19.06 | 305,965 | 12,698) ( |
966 | 〃 |
|
| Evergreen Marine (Latin America), S.A. | Republic of Panama |
Management consultancy | - | 3,151 | - | - | - | 1,241 | 39 | 〃 |
|
| VIP Greenport Joint Stock Company | Vietnam | Terminal services | 178,750 | 178,750 | 13,750 | 21.74 | 277,982 | 190,729 | 41,463 | 〃 |
|
| Peony Investment S.A. | Clove Holding Ltd. | British Virgin Islands |
Investment holding company | 1,476,424 | 1,476,424 | 10 | 100.00 | 2,581,880 | 28,518 | 28,518 | Indirect subsidiary of the Company |
| Evergreen Shipping Agency (Europe) GmbH |
Germany | Shipping agency | 233,646 | 233,646 | - | 100.00 | 145,405 | 26,396 | 26,396 | 〃 |
|
| Evergreen Shipping Agency (Korea) Corporation |
South Korea | Shipping agency | 68,161 | 68,161 | 121 | 100.00 | 64,445 | 31,610 | 31,610 | 〃 |
|
| Greencompass Marine S.A. | Republic of Panama |
Marine transportation | 9,931,936 | 9,931,936 | 3,535 | 100.00 | 23,169,055 | 10,758,643 | 10,758,643 | 〃 |
|
| Evergreen Shipping Agency (India) Pvt. Ltd. |
India | Shipping agency | 33,061 | 33,061 | 100 | 99.99 | 202,749 | 58,862 | 58,861 | 〃 |
| Investor | Investee (Note 1、Note 2) |
Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2020 | Shares held as of December 31, 2020 | Shares held as of December 31, 2020 | Net profit (loss) of the investee For the year ended December 31, 2020 (Note 2(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2020 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2020 |
Balance as of December 31, 2019 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Peony Investment S.A. | Evergreen Argentina S.A. | Argentina | Leasing | 3,933 $ |
3,933 $ |
150 | 95.00 | 31,910 $ |
2,977) ($ |
2,828) ($ |
Indirect subsidiary of the Company |
| PT. Multi Bina Pura International | Indonesia | Loading and discharging operations of container yards and inland transportation |
239,545 | 220,299 | 18 | 95.03 | 534,184 | 35,425 | 33,665 | 〃 |
|
| PT. Multi Bina Transport | Indonesia | Container repair, cleaning and inland transportation |
22,597 | 22,597 | 2 | 17.39 | 13,302 | 3,347) ( |
582) ( |
〃 |
|
| Evergreen Heavy Industrial Corp. (Malaysia) Berhad |
Malaysia | Container manufacturing | 766,876 | 766,876 | 42,120 | 84.44 | 919,730 | 11,299 | 9,541 | 〃 |
|
| Evergreen Shipping (Spain) S.L. | Spain | Shipping agency | 189,516 | 189,516 | 6 | 100.00 | 277,621 | 127,803 | 127,803 | 〃 |
|
| Evergreen Shipping Agency (Italy) S.p.A. |
Italy | Shipping agency | 66,082 | 66,082 | 0.55 | 55.00 | 83,779 | 17,602 | 9,681 | 〃 |
|
| Evergreen Marine (UK) Limited | U.K | Marine transportation | 3,767,748 | 3,767,748 | 765 | 51.00 | 3,528,202 | 5,726,299 | 2,920,412 | 〃 |
|
| Evergreen Shipping Agency (Australia) Pty. Ltd. |
Australia | Shipping agency | 47,999 | 47,999 | 1 | 100.00 | 100,677 | 88,228 | 88,228 | 〃 |
|
| Evergreen Shipping Agency (Russia) Ltd. |
Russia | Shipping agency | 23,825 | 23,825 | - | 51.00 | 26,445 | 97,796 | 49,876 | 〃 |
|
| Evergreen Shipping Agency (Thailand) Co., Ltd. |
Thailand | Shipping agency | 63,019 | 63,019 | 680 | 85.00 | 101,764 | 74,504 | 63,328 | 〃 |
|
| Evergreen Agency (South Africa) (Pty) Ltd. |
South Africa | Shipping agency | 16,324 | 16,324 | 5,500 | 55.00 | 54,548 | 16,351 | 8,993 | 〃 |
|
| Evergreen Shipping Agency (Vietnam) Corp. |
Vietnam | Shipping agency | 34,586 | 34,586 | - | 100.00 | 602,229 | 287,289 | 287,289 | 〃 |
|
| PT. Evergreen Shipping Agency Indonesia |
Indonesia | Shipping agency | 27,337 | 27,337 | 0.441 | 49.00 | 129,206 | 101,343 | 49,658 | Investee company of Peony accounted for using equity method |
|
| Luanta Investment (Netherlands) N.V. | Curaçao | Investment holding company | 1,335,663 | 1,335,663 | 460 | 50.00 | 1,485,739 | 103,840) ( |
51,920) ( |
〃 |
|
| Balsam Investment (Netherlands) N.V. | Curaçao | Investment holding company | 11,735,318 | 11,735,318 | 0.451 | 49.00 | 1,177,162 | 638,661 | 312,944 | 〃 |
|
| Evergreen Shipping Agency Co. (U.A.E.) LLC |
United Arab Emirates |
Shipping agency | 58,496 | 58,496 | - | 49.00 | 114,156 | 164,504 | 80,607 | 〃 |
|
| Greenpen Properties Sdn. Bhd. | Malaysia | Renting estate and storehouse company |
11,970 | 11,970 | 1,500 | 30.00 | 29,680 | 13,702) ( |
4,111) ( |
〃 |
|
| Evergreen Marine Corp. (Malaysia) SDN.BHD. |
Malaysia | Shipping agency | 264,501 | 264,501 | 500 | 100.00 | 621,123 | 292,582 | 292,582 | Indirect subsidiary of the Company |
| Investor | Investee (Note 1、Note 2) |
Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2020 | Shares held as of December 31, 2020 | Shares held as of December 31, 2020 | Net profit (loss) of the investee For the year ended December 31, 2020 (Note 2(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2020 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2020 |
Balance as of December 31, 2019 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Peony Investment S.A. | Evergreen Marine (Hong Kong) Ltd. | Hong Kong | Marine transportation | 74,454 $ |
74,454 $ |
80 | 1.00 | 151,765 $ |
6,859,680 $ |
67,557 $ |
Investee company of Peony accounted for usingequitymethod |
| Ics Depot Services Snd. Bhd. | Malaysia | Depot services | 31,299 | 31,299 | 286 | 28.65 | 68,329 | 29,525 | 8,458 | 〃 |
|
| Clove Holding Ltd. | Colon Container Terminal, S.A. | Republic of Panama |
Inland container storage and loading | 642,275 | 642,275 | 22,860 | 40.00 | 2,417,403 | 3,807) ( |
1,523) ( |
Investee company of Clove Holding Ltd. accounted for using equity method |
| Everport Terminal Services Inc. | U.S.A | Terminal services | 182,735 | 182,735 | 0.059 | 5.57 | 285,900 | 615,046 | 34,266 | Indirect subsidiary of the Company |
|
| Everport Terminal Services Inc. |
Whitney Equipment LLC. | U.S.A | Equipment Leasing Company | 5,619 | 5,619 | - | 100.00 | 228,844 | 23,953 | 23,953 | 〃 |
| PT. Multi Bina Pura International |
PT. Multi Bina Transport | Indonesia | Container repair cleaning and inland transportation |
92,756 | 92,756 | 7.55 | 72.95 | 55,801 | 3,347) ( |
2,441) ( |
〃 |
| Evergreen Marine (Hong Kong) Limited |
Colon Container Terminal S.A. | Republic of Panama |
Inland container storage and loading | 438,298 | 438,298 | 5,144 | 9.00 | 564,351 | 3,807) ( |
343) ( |
Investee company of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
| Evergreen Marine (Latin America), S.A. | Republic of Panama |
Management consultancy | 18,306 | 2,782 | 600 | 100.00 | 18,043 | 1,241 | 1,060 | Indirect subsidiary of the Company |
|
| Evergreen Shipping Service (Cambodia) Co., Ltd. |
Cambodia | Shipping agency | 5,619 | 5,619 | 200 | 100.00 | 45,371 | 41,641 | 41,641 | 〃 |
|
| Evergreen Shipping Agency (Peru) S.A.C. |
Peru | Shipping agency | 7,800 | 7,800 | 900 | 60.00 | 68,376 | 108,403 | 65,042 | 〃 |
|
| Evergreen Shipping Agency (Colombia) S.A.S |
Colombia | Shipping agency | 9,863 | 9,863 | 80 | 75.00 | 60,201 | 66,396 | 49,797 | 〃 |
|
| Evergreen Shipping Agency Mexico S.A. de C.V. |
Mexico | Shipping agency | 6,440 | 6,440 | 44 | 60.00 | 39,395 | 51,397 | 30,838 | 〃 |
|
| Evergreen Shipping Agency (Chile) SPA. |
Chile | Shipping agency | 8,957 | 8,957 | 2 | 60.00 | 45,552 | 51,278 | 30,767 | 〃 |
|
| Evergreen Shipping Agency (Greece) Anonimi Eteria. |
Greece | Shipping agency | 7,594 | 7,594 | 2 | 60.00 | 41,933 | 39,084 | 23,450 | 〃 |
|
| Evergreen Shipping Agency (Isrrael) Ltd. |
Isrrael | Shipping agency | 143 | 143 | 18 | 1.00 | 393 | 34,665 | 347 | 〃 |
| Investor | Investee (Note 1、Note 2) |
Location | Main business activities | Initial investment amount | Initial investment amount | Shares held as of December 31, 2020 | Shares held as of December 31, 2020 | Shares held as of December 31, 2020 | Net profit (loss) of the investee For the year ended December 31, 2020 (Note 2(2)) |
Investment income (loss) recognised by the Company For the year ended December 31, 2020 (Note 2(3)) |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2020 |
Balance as of December 31, 2019 |
Number of shares |
Ownership (%) |
Book value | |||||||
| Evergreen Marine (Hong Kong) Limited |
Evergreen Shipping Agency (Brazil) Ltd. |
Brazil | Shipping agency | 6,950 $ |
- $ |
120 | 60.00 | 12,199 $ |
9,758 $ |
5,855 $ |
Indirect subsidiary of the Company |
| Evergreen Shipping Agency Lanka (Private) Ltd. |
Lanka | Shipping agency | 3,406 | 3,406 | 2,160 | 40.00 | 22,079 | 64,722 | 25,889 | Investee company of Evergreen Marine (Hong Kong) Limited accounted for using equity method |
|
| Evergreen Shipping Agency Philippines Corporation |
Philippines | Shipping agency | 138,453 | - | 10,000 | 100.00 | 166,171 | 48,315 | 27,512 | Indirect subsidiary of the Company |
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, 2020’ 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, 2020’ 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, 2020’ 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, 2020
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, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income (loss) of the investee for the year ended December 31, 2020 |
Ownership held by the Company (direct of indirect) (%) |
Investment income (loss) recognised by the Company. for the year ended December 31, 2020 (Note 2(2)B) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulted amount of investment income remitted back to Taiwan as of December 31, 2020 |
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 |
538,263 $ |
(2) | 201,210 $ |
- $ |
- $ |
201,210 $ |
50,783 $ |
40.00 | 20,313 $ |
328,607 $ |
- $ |
|
| Qingdao Evergreen Container Storage & Transportation Co., Ltd. |
Inland container transportation, storage, loading, discharging, repair, cleaning and related activities |
183,048 | (2) | 39,808 | - | - | 39,808 | 151,669 | 40.00 | 60,668 | 161,453 | - | |
| Kingtrans Intl. Logistics (Tianjin) Co., Ltd. |
Inland container transportation, storage, loading, discharging, repair, cleaning and related activities |
335,642 | (2) | 265,936 | - | - | 265,936 | 50,582 | 46.20 | 23,369 | 167,865 | - | |
| Ever Shine (Shanghai) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
1,871,291 | (2) | 2,288,710 | - | - | 2,288,710 | 24,858 | 80.00 | 52,355) ( |
1,680,187 | - | |
| Ever Shine (Ningbo) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
185,201 | (2) | 253,198 | - | - | 253,198 | 140 | 80.00 | 168 | 8,302 | - | |
| Ever Shine (Shenzhen) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
264,220 | (2) | 440,559 | - | - | 440,559 | 3,333 | 80.00 | 5,156) ( |
13,976 | - | |
| Ever Shine (Qingdao) Enterprise Management Consulting Co., Ltd. |
Management consultancy, self-owned property leasing |
214,230 | (2) | 359,134 | - | - | 359,134 | 3,893 | 80.00 | 491 | 11,474 | - |
| 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, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2020 |
Amount remitted from Taiwan to Mainland China/Amount remitted back to Taiwan for the year ended December 31, 2020 |
Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
Net income (loss) of the investee for the year ended December 31, 2020 |
Ownership held by the Company (direct of indirect) (%) |
Investment income (loss) recognised by the Company. for the year ended December 31, 2020 (Note 2(2)B) |
Book value of investments in Mainland China as of December 31, 2020 |
Accumulted amount of investment income remitted back to Taiwan as of December 31, 2020 |
Footnote |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Remitted to Mainland China |
Remitted back to Taiwan |
||||||||||||
| Evergreen Shipping Agency (China) Co., Ltd. |
Shipping agency | 29,534 | (2) | 83,160 | - | - | 83,160 | 46,236 | 52.00 | 2,913 | 1,755 | - | |
| Company name Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 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. $ 3,931,715 $ 4,449,838 $ 60,896,576 |
|||||||||||||
| Company name | Accumulated amount of remittance from Taiwan to Mainland China as of December 31, 2020 |
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. | $ 3,931,715 | $ 4,449,838 | $ 60,896,576 |
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, 2020’ 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.
Evergreen Marine Corporation (Taiwan) Ltd. Major shareholders information
For the year ended December 31, 2020
Table 9
| Name of major shareholders | Shares | Shares |
|---|---|---|
| Name of shares held | Ownership (%) | |
| Evergreen International S.A.(EIS) | 391,786,816 | 7.99% |
| Chang, Kuo-Hua | 319,646,157 | 6.52% |
| Evergreen International Corp. | 262,411,866 | 5.35% |
-
Note 1: The major shareholders information was from the data that the Company issued common shares (including treasury shares) and preference shares in dematerialised form Note 1: which were registered and held by the shareholders above 5% on the last operating date of each quarter and was calculated by Taiwan Depository & Clearing Corporation. Note 1: The share capital which was recorded in the financial statements may differ from the actual number of shares issued in dematerialised form because of a Note 1: differenent calculation basis.
-
Note 2: If the aforementioned data contains shares which were kept in trust by the shareholders, the data disclosed was the settlor’s separate account for the fund set by the trustee. Note 2: As for the shareholder who reports share equity as an insider whose shareholding ratio is greater than 10% in accordance with Securities and Exchange Act, the shareholding Note 2: ratio includes the self-owned shares and trusted shares, at the same time, persons who have power to decide how to allocate the trust assets. Note 2: For the information of reported share equity of insider, please refer to Market Observation Post System.